/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110311.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, March 11, 2011, Vol. 15, No. 69 Headlines 2626 BWAY: Court Dismisses Chapter 11 Case 6TH & CEDAR: Case Summary & 4 Largest Unsecured Creditors 11700 SAN JOSE: Plan Confirmation Hearing Set for April 14 A. CORDERO BADILLO: Wants to Sell Grocery Store at Reduced Price ACORN ELSTON: Wants to Keep Control of Case, Cites Equity Cushion AES THAMES: U.S. Trustee Forms 5-Member Creditors Committee AES THAMES: Wants to Hire Houlihan Lockey as Financial Advisor AGE REFINING: To Auction Off Refinery Next Month ALION SCIENCE: Incurs $15.23 Million Net Loss in Fiscal 2010 ALLEN PARK: S&P Downgrades Rating on GO Bonds to 'BB+' AMERICAN INSTITUTIONAL: Voluntary Chapter 11 Case Summary ANCHOR BLUE: Judge Approves Plan to Scrap Leases for 75 Stores ARLINGTON GLASS: Case Summary & 12 Largest Unsecured Creditors ASARCO LLC: Tackles Pilgrim's Pride Opinion on Fees Issue ASARCO LLC: Sterlite Reimbursement Requests to Be Heard June 13 ASARCO LLC: Challenges Bankr. Ruling on $975,000 Fee for Barclays AURASOUND INC: Restates Sept. 30 Quarter Report to Correct Errors ATM FINANCIAL: IRS Prevails in Fraudulent Transfer Litigation BATAA/KIERLAND, LLC: Files for Chapter 11 in Arizona BATAA/KIERLAND, LLC: Voluntary Chapter 11 Case Summary BERNARD L. MADOFF: Fairfield Battles HSBC, Others Over Venue BLOCKBUSTER INC: Gets Green Light to Sell Assets CAPSALUS CORP: Acquires Progressive Home Health Franchise CATHOLIC CHURCH: Wilm. Wants Plan Exclusivity Until April 19 CATHOLIC CHURCH: Two Milw. Priests Removed Due to Allegations CATHOLIC CHURCH: Wilm. Gets OK to Sell Bancroft Property for $385K CB HOLDING: Bugaboo Creek Sells for $10 Million at Auction Sale CELL THERAPEUTICS: Series 10 Articles of Amendment Effective CHECKBURGERS SALISBURY: Case Summary & 15 Largest Unsec. Creditors CHINA TEL GROUP: Incurs $1.93-Mil. Net Loss in Sept. 30 Quarter CITADEL BROADCASTING: Inks $2.4BB Merger Deal With Cumulus Media CITADEL BROADCASTING: Briscoe Probes Legal Claims CITADEL BROADCASTING: Robbins Umeda Probes Shareholder Acquisition CKE RESTAURANTS: S&P Downgrades Corporate Credit Rating to 'B-' CLAIM JUMPER: Files Liquidating Chapter 11 Plan COLTS RUN: Court Orders for Chapter 11 Trustee to Take Over CORNERSTONE BANCSHARES: Incurs $2.96-Mil. Loss in Dec. 31 Qtr. CORONELLA PROPERTIES: Riley Law Group Remains in Case CRYOPORT INC: Agreement With Federal Express Kept Confidential CUMULUS MEDIA: Inks $2.4BB Deal to Acquire Citadel CUMULUS MEDIA: Robbins Umeda Probes Citadel Acquisition CUMULUS MEDIA: Briscoe Probes Legal Claims Against Citadel CUMULUS MEDIA: Richard Denning Owns 94,112 Common Shares DAVID BROWN: Creditors Want to Take Properties DAVIE YARDS: Obtains April 1 Extension of CCAA Stay Order DEEP DOWN: Restates 2010 Form 10-Qs Due to Errors DELUXE CORP: S&P Affirms 'BB-' Rating, Gives Stable Outlook DILLARD LAND: Judge Sacca Dismisses Chapter 11 Case DOLPHIN DIGITAL: Engages RBSM LLP as Independent Accountant DULUTH ECONOMIC: S&P Gives Stable Outlook on $48.8 Mil. Bonds DUPONT FABROS: S&P Assigns 'B-' Rating to $90 Mil. Preferred Stock DYNEGY INC: Warns of Potential Chapter 11 Filing E-BRANDS RESTAURANT: Tavistock Buys 7 Restaurants for $11-Mil. EASTON TENNIS: Two Tennis Professionals Acquires Assets ELM STREET: Case Summary & 20 Largest Unsecured Creditors ENCOMPASS DIGITAL: S&P Assigns 'B' Corporate Credit Rating ENERGYCONNECT GROUP: Increase of Base Salary of Execs. Approved ENIVA USA: Has Court's Interim Nod to Use Cash Collateral ENIVA USA: Taps Ravich Meyer as Bankruptcy Counsel ENIVA USA: Wants To Hire GuideSource as Financial Consultant EQUIPMENT MANAGEMENT: FCC Wants to Trustee, Cites Funds Use EQUIPMENT MANAGEMENT: Wants Until April 15 to Files Schedules EXTRA ROOM: Court Rules on Payment to Principal's Ex-Spouse EVERGREEN ENERGY: Edgehill Partners Discloses 5.6% Equity Stake FOXCO ACQUISITION: S&P Raises Corporate Credit Rating to 'B' G2 MATERIAL: Case Summary & 20 Largest Unsecured Creditors GAMETECH INT'L: Chennault Resigns; Robinson Hired as Replacement GC MERCHANDISE: Asks for Court's Permission to Use Cash Collateral GC MERCHANDISE: Section 341(a) Meeting Scheduled for March 30 GC MERCHANDISE: Taps Franklin Skierski as General Bankr. Counsel GENERAL MOTORS: Chris Lidell to Step Down as CFO GENERAL MOTORS: Old GM Creditors to Receive New GM Stock April 1 GENERAL MOTORS: Brown Rudnick Files Rule 2019 Statement GENERAL MOTORS: UAW Wants New GM Dispute Out of Bankruptcy Court GENERAL MOTORS: M. Schwartz's $334MM Class Claim Expunged GLOUCESTER ENGINEERING: Blue Wolf Stays as Majority Investor GREAT ATLANTIC & PACIFIC: NYSE to Delist A&P's Securities GRIFFON CORP: S&P Assigns 'BB-' Corporate Credit Rating GSC GROUP: Ch. 11 Trustee Wants Bonuses for Remaining Employees GUIDED THERAPEUTICS: Updates FDA Review of Cervical Cancer Test H&H CONSTRUCTION: Court Affirms Dismissal of Suit v. Power Comm HCA HOLDINGS: Common Stock Listed on New York Stock Exchange HEALTHSOUTH CORP: Presented at Raymond and Goldman Conference HF THREE: Trustee Wants Case Dismissed or Converted to Chapter 7 HOWREY LLP: To Dissolve Operations Effective March 15 HSH DELAWARE: Plan of Reorganization Declared Effective HYTHIAM INC: Change of Company Name to Catasys Approved ICOP DIGITAL: Safety Vision Takes Business After Auction IMPLANT SCIENCES: Restates 2009 Financial Statements INDIANTOWN COGENERATION: S&P Affirms 'BB+' Rating to Senior Debt INT'L COMMERCIAL: Issues 2.35-Mil. Stock Options to Employees J&J WAREHOUSE: Section 341(a) Meeting Scheduled for April 12 JACKMAN FINANCIAL: Case Summary & 13 Largest Unsecured Creditors JAMES RIVER: S&P Puts 'B-' Corp. Rating on CreditWatch Positive JEVIC HOLDING: Has Access to Cash Collateral Until June 30 K-V PHARMACEUTICAL: Plans to Offer $200MM of Sr. Secured Notes KATUMBH LLC: Travelodge Hotel Has $1.8-Mil. in Debts KAUPTHING BANK: UK, Iceland Arrest 9 in Kaupthing Collapse Probe KRONOS INTERNATIONAL: Reports $86.50 Million Net Income in 2010 L A X LLC: Case Summary & 8 Largest Unsecured Creditors LACK'S STORES: Finger Furniture Gets Lease Right to Clute Location LACK'S STORES: Has Until May 16 to Propose Chapter 11 Plan LECG CORP: Transfers Certain Assets to Grant Thornton LEVEL 3 COMMS: Inks $500 Million Indenture With New York Mellon LOCAL INSIGHT: S&P Withdraws 'D' Corporate Credit Rating LODGE NORTH: Case Summary & 25 Largest Unsecured Creditors M & T REPAIR: Case Summary & 20 Largest Unsecured Creditors M-WISE INC: All Assets to be Acquired by Vringo MAJESTIC STAR: Court Approves Appointment of Mediator MEG ENERGY: S&P Assigns 'BB' Rating to $500 Mil. Senior Debt METAMORPHIX INC: Noteholders to Buy Assets for $6 Million MGM RESORTS: Has 20,000 Stock Appreciation Rights MMM DIVERSIFIED: Case Summary & 3 Largest Unsecured Creditors MONEYGRAM INT'L: Announces Recapitalization Pact With THL MSR RESORT: Has Until March 18 to File Schedules and Statements MSR RESORT: Wins Nod for Kirkland & Ellis as Bankruptcy Counsel NEW STREAM: Investors Approve Plan of Reorganization NEWASURION CORP: S&P Assigns 'B+' Counterparty Credit Rating NUVILEX INC: Posts $124,100 Net Loss in Jan. 31 Quarter ONE RENAISSANCE: Case Summary & 11 Largest Unsecured Creditors OSHKOSH CORP: S&P Raises Corporate Credit Rating to 'BB' PACIFICHEALTH LABS: WeiserMazars LLP Raises Going Concern Doubt PATRICK HACKETT: Midtown Shopping Plaza Excluded From Auction PET RITZ: Case Summary & 3 Largest Unsecured Creditors PETRA FUND: Disclosure Statement Hearing on April 6 PINNACLE DEVELOPMENT: 2 Pinnacle Homes Partnerships in Ch. 11 PIONEER VILLAGE: Has Access to Cash Collateral Until May 31 PIONEER VILLAGE: U.S. Trustee Names Five to Creditors Committee PJ FINANCE: Organizational Meeting to Form Panel on March 16 PROTEONOMIX INC: Inks License Pact With Cohen McNiece Foundation QUALITY MARKET: Owners File for Chapter 11 RADIO ONE: S&P Raises Corporate Credit Rating to 'B-' RAY'S COLLISION: Case Summary & 20 Largest Unsecured Creditors RDK TRUCK: Files Schedules of Assets And Liabilities ROBB & STUCKY: To Begin Going Out of Business Sale ROBB & STUCKY: Committee Taps Cooley LLP as Lead Counsel ROBB & STUCKY: Panel Taps Broad And Cassel as Local Fla. Counsel SAINT VINCENTS: Plan for New Medical Center Opposed SANSWIRE CORP: Enters Into a $200,000 Secured Promissory Note SBARRO INC: Forbearance Agreement Extended Until April 1 SCANWOOD CANADA: To Temporarily Shut Down Operations SCI REAL ESTATE: Wants Until March 18 to File Schedules SEAHAWK DRILLING: Judge Approves Breakup Fee for Hercules SEAHAWK DRILLING: Creditors Committee Wants Alternative Financing SEAHAWK DRILLING: Taps Sitrick & Co. as Corp. Comms. Consultant SEP RIVERPARK: Files Plan of Reorganization & Disclosure Statement SHERWOOD FARMS: Plan Confirmation Hearing Moved to March 16 SHERWOOD FARMS: To Auction Assets on March 15 SHS RESORT: Plan Confirmation Hearing on April 20 SIX3 SYSTEMS: S&P Assigns Corporate Credit Rating at 'B' SMART ONLINE: Sells Additional $325,000 of Secured Note SOUTHWEST STAINLESS: Case Summary & 20 Largest Unsecured Creditors STATION CASINOS: Resolves CAI Disputes on Propco Rights Offering STATION CASINOS: To Keep Name After Bankruptcy Emergence STATION CASINOS: TPG Capital & Apollo to Take Over Aliante Station SUSTAINABLE ENVIRONMENT: Amends Report on Pro Water Acquisition TEE INVESTMENT: Section 341(a) Meeting Scheduled for April 4 TEE INVESTMENT: WBCMT 2006-C27 Tries to Block Cash Collateral Use TN METRO HOLDINGS: Apartment Project in Chapter 11 TRIBUNE CO: Wants Removal Period Extended Until June 30 TRIBUNE CO: Court OKs $52-Mil. Contribution to Food Network TRIBUNE CO: Illinois Court Certifies Workers' ERISA Suit UNIVERSAL BUILDING: Clean-up Expense Not Administrative Claim URBAN WEST: Case Summary & 20 Largest Unsecured Creditors VALLEJO, CA: Told to Amend Disclosure by March 29 VERENIUM CORPORATION: Incurs $5.35 Million Net Loss in 2010 * Moody's Gives Banking Industry Credit Update for 4th Quarter * BOOK REVIEW: Performance Evaluation of Hedge Funds ********* 2626 BWAY: Court Dismisses Chapter 11 Case ------------------------------------------ Judge Shelley C. Chapman issued an order on Feb. 17 dismissing the Chapter 11 case of 2626BWAY LLC, at the behest of Broadway Metro Associates LP, the Debtor's former landlord. The Debtor leased Broadway's commercial building in New York. Broadway said the bankruptcy case was undertaken by the Debtor in bad faith and for the sole purpose of allowing the Debtor to gain the benefit of the automatic stay to prevent the landlord from moving forward with its eviction and seeking monetary damages in excess of $4 million from the Debtor in several state court litigations. Broadway said the Debtor has failed to make rent payments since August 2008 and owes at least $1.1 million in arrears. Broadway noted that the Debtor filed for bankruptcy shortly after termination of the lease and issuance by the New York County Civil Court of a possessory judgment in the landlord's favor. Broadway was represented by: M. Teresa Daley, Esq. Andrea J. Lawrence, Esq. M. TERESA DALEY LAW OFFICES P.C. 520 Eighth Avenue, 24th Floor New York, NY 10018 Telephone: 212-560-3941 Facsimile: 917-351-0983 About 2626 BWAY New York-based 2626 BWAY, LLC, owns the The Metro Theater at 2626 Broadway, a landmarked Upper West Side building, between West 99th and West 100th streets in Manhattan. 2626 BWAY filed for Chapter 11 bankruptcy protection on September 3, 2010 (Bankr. S.D.N.Y. Case No. 10-14731). Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., assists the Debtor in its restructuring effort. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million as of the Petition Date. 6TH & CEDAR: Case Summary & 4 Largest Unsecured Creditors --------------------------------------------------------- Debtor: 6th & Cedar, LLC 11504 W. 183rd Street, Suite SW & NW Orland Park, IL 60467 Bankruptcy Case No.: 11-09621 Chapter 11 Petition Date: March 8, 2011 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Carol A. Doyle Debtor's Counsel: Chester H. Foster, Jr., Esq. FOSTER & SMITH 3825 W 192nd St. Homewood, IL 60430 Tel: (708) 799-6300 Fax: (708) 799-6339 E-mail: chf@fostersmithlaw.com Scheduled Assets: $0 Scheduled Debts: $36,487,046 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb11-09621.pdf The petition was signed by John J. Mayher, Jr., managing member. 11700 SAN JOSE: Plan Confirmation Hearing Set for April 14 ---------------------------------------------------------- The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida will convene a hearing on April 14, 2011, at 9:00 a.m., to consider confirmation of 11700 San Jose Boulevard, LLC's Plan of Reorganization as of Nov. 24, 2010. Objections, if any, are due seven days prior to the hearing date. Ballots accepting or rejecting the Plan are due April 4. According to the Disclosure Statement, the Plan provides for payment of allowed administrative, priority, secured, and unsecured claims. The Debtor will make payments with money obtained from owning and leasing Mandarin South Shopping Center in Jacksonville, Florida. Under the Plan, the Debtor proposes to pay Class 3 unsecured claims in full, with no interest over 10 years. The Debtor will make, among other things, to pay Class 4 Secured Claim of Park Avenue Bank: -- monthly interest only payments for 6% for the first five years of the Plan; and -- monthly interest only payments amounting to $51,415 amortized over 20 year term at an interest rate of 6% until the maturity date. All Class 5 Equity Interest will be retained and all rights and privileges as shareholders will remain unaltered A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/11700SanJose_DS.pdf About 11700 San Jose 11700 San Jose Boulevard, LLC, is a Florida Limited Company which owns and leases out a piece of commercial real estate in Jacksonville, Florida. 11700 San Jose filed for Chapter 11 bankruptcy protection on July 27, 2010 (Bankr. M.D. Fla. Case No. 10-06484). Kevin B. Paysinger, Esq., at Bankruptcy Law Firm of Lansing J. Roy, assists the Debtor in its Chapter 11 case. The Debtor disclosed $11,268,667 in assets and $7,782,512 in liabilities as of the Petition Date. The U.S. Trustee was unable to form a creditors committee. An affiliate, Mardi Investments #2, LLC, filed a separate Chapter 11 petition on June, 25, 2010 (Bankr. M.D. Fla. Case No. 10- 05524). A. CORDERO BADILLO: Wants to Sell Grocery Store at Reduced Price ---------------------------------------------------------------- The Hon. Sara De Jesus of the U.S. Bankruptcy Court for the District of Puerto Rico will convene a hearing on March 11, 2011, at 11:00 a.m., to consider A. Cordero Badillo's sale of its Coamo grocery store to Angel H. Bonilla and Alfredo Soegard for $1,800,000. The Debtor related that on Oct. 18, 2010, the buyers offered to buy the assets for $2,500,000. However, the buyers have reduced the offer because, among other things, (i) the store has ceased operations and is closed, and as a result customers have been lost, well as the basis of the sale existing when the store was in operation; (ii) due to lack of daily maintenance, the conditions of the store in general continue to be affected; and (iii) there is a Wal-Mart store in Coamo, which impacts said market. At the hearing the Court will also consider the objections of Pepsi Cola Puerto Rico Distributing, LLC, and PDCM Associates, S.E. The Debtor is represented by: Charles A. Cuprill-Hernandez, Esq. CHARLES A. CUPRILL, P.S.C., LAW OFFICES 356 Fortaleza Street - Second Floor San Juan, PR 00901 Tel: (787) 977-0515 Fax: (787) 977-0518 E-Mail: ccuprill@cuprill.com About A. Cordero Badillo Catano, Puerto Rico-based A. Cordero Badillo, Inc., aka Supermercados Grande, filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 10-10705) on Nov. 12, 2010. Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law Office, assists the Debtor in its restructuring effort. The Debtor disclosed $5,424,595 in assets and $35,470,180 in liabilities as of the Chapter 11 filing. On Dec. 15, 2010, Donald F. Walton, the U.S. Trustee for Region 21, appointed these persons to the Official Committee of Unsecured Creditors in the Debtor's Chapter 11 case: 1. De La Cruz & Asc, Inc. 2. Pepsi Cola Puerto Rico Distributing, LLC 3. Mi Pan Asociados, Inc. 4. V. Suarez y Co, Inc. 5. Marvel International, Inc. 6. Drogueria Betances, Inc. 7. Kraft Foods Puerto Rico/Cadbury Adams Puerto Rico ACORN ELSTON: Wants to Keep Control of Case, Cites Equity Cushion ----------------------------------------------------------------- Acorn Elston LLC asks the U.S. Bankruptcy Court for the Southern District of New York to extend its exclusive periods to file a Chapter 11 plan of reorganization until April 11, 2011, and t solicit acceptances of that plan until June 10, 2011. The Debtor believes that the value of the lender's prepetition collateral provides a very healthy equity cushion for the Lender and is sufficient to provide a significant return to the Debtor's unsecured creditors. The Debtor said an extension will allow it to continue to pursue its goal of preserving that value for the benefit of its stakeholders -- particularly unsecured creditors and equity holders -- rather than suffer the forfeiture of that value to the lender. A hearing is set on March 17, 2011, at 10:00 a.m. (Prevailing Eastern Time) to consider the Debtor's request for extension. Objections, if any, are due March 10, 2011 at 4:00 p.m. (Prevailing Eastern Time). About Acorn Elston Acorn Elston, LLC, owns the real property, together with the improvements situated thereon, known as Elston Plaza Shopping Center, a grocery-anchored retail shopping center in Chicago, Illinois. On May 15, 2009, a court appointed C. Michelle Panovich as receiver with respect to lender Road Bay Investments, LLC's collateral. The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-14807) on Sept. 11, 2010. Lawrence F. Morrison, Esq., and Kasowitz, Benson, Torres & Friedman LLP, represent the Debtor in its restructuring effort. The Debtor disclosed $21.92 million in assets and $16.49 million in liabilities as of the Chapter 11 filing. AES THAMES: U.S. Trustee Forms 5-Member Creditors Committee ----------------------------------------------------------- Roberta A. DeAngelis, U.S. Trustee for Region 3, last month, named five members to sit on an official committee of unsecured creditors in the Chapter 11 case of AES Thames, L.L.C. The Creditors Committee members are: 1. ICG, LLC Attn: Christina Brumley 300 Corporate Centre Drive Scott Depot, WV 25560 Tel: (304) 760-2621 Fax: (815) 572-0531 2. Headwaters Resources Attn: Curtis J. Brown 10653 S. River Front Parkway, Suite 300 South Jordan UT 84095 Tel: (610) 222-8116 3. Moran Towing Corporation Attn: Bruce D. Richards 50 Locust Avenue New Canaan CT 06840 Tel: (203) 442-2850 Fax: (203) 442-2195 4. Alpha Coal Sales Co., LLC Attn: Jill M. Harrison P.O. Box 2345 Abingdon VA 24212 Tel: (276) 623-2904 Fax: (276) 623-4359 5. East River Energy Inc. Attn: Mr. Donald Herzog 401 Soundview Road Guilford CT 06437 Tel: (203) 453-1200 Fax: (203) 453-3899 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. The Committee is represented by: Juliet M. Sarkessian, Esq. Tel: (302) 573-6491 Fax: (302) 573-6497 About AES Thames Uncasville, Connecticut-based AES Thames, L.L.C., owns and operates a coal-fired power plant located in Montville, Connecticut. The facility generates and sells electricity to Connecticut Light and Power Company. It also supplies processed steam to a recycled paperboard mill owned by Smurfit-Stone Container Corp. AES Thames is a unit of AES Corp., the Arlington, Virginia-based power producer with operations in 29 countries. AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10334) on Feb. 1, 2011. The increased cost of energy production and the "uneconomic and onerous provisions" of a steam sale agreement with Smurfit-Stone's predecessor led AES Thames to seek bankruptcy protection. The Debtor is represented by Adam G. Landis, Esq., at Landis Rath & Cobb LLP. Murtha Cullina LLP is the Debtor's special counsel. According to court filings, based on the balance sheet as of Dec. 1, 2010, total assets were $162 million, and the Debtor has $52 million in short term liabilities and $122.6 million in long term debt. AES THAMES: Wants to Hire Houlihan Lockey as Financial Advisor -------------------------------------------------------------- AES Thames, L.L.C., asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ Houlihan Lockey Capital, Inc., as financial advisor and investment banker. Houlihan Lockey will, among other things: -- assist the Debtor with the preparation of a cash collateral budget and near term liquidity forecast; -- assist the Debtor in preparing financial disclosures, schedules and other financial submissions required in connection with the bankruptcy case; and -- assist the Debtor in the development and distribution of selected information, documents and other material, including, if appropriate, advising the Company in the preparation of an offering memorandum. The Debtor proposes to pay Houlihan Lockey: * a monthly fee of $100,000 for three months which will be reduced to $75,000 beginning with the fourth monthly fee; * a restructuring transaction fee or sale transaction fee of $1,000,000; and * a financing transaction fee equal to the sum of (i) 1% of the gross proceeds of any indebtedness raised or committed that is senior to other indebtedness of the Company, secured by a first priority lien, and unsubordinated, with respect to both lien priority and payment; (ii) 3% of the gross proceeds of any indebtedness raised or committed that is secured by a lien; and (iii) 5% of the gross proceeds of all equity or equity-linked securities placed or committed. To the best of the Debtor's knowledge, Houlihan Lockey is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtor proposes a March 30, 2011, hearing to consider its application to employ Houlihan Lockey. About AES Thames Uncasville, Connecticut-based AES Thames, L.L.C., owns and operates a coal-fired power plant located in Montville, Connecticut. The facility generates and sells electricity to Connecticut Light and Power Company. It also supplies processed steam to a recycled paperboard mill owned by Smurfit-Stone Container Corp. AES Thames is a unit of AES Corp., the Arlington, Virginia-based power producer with operations in 29 countries. AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10334) on Feb. 1, 2011. The increased cost of energy production and the "uneconomic and onerous provisions" of a steam sale agreement with Smurfit-Stone's predecessor led AES Thames to seek bankruptcy protection. The Debtor is represented by Adam G. Landis, Esq., at Landis Rath & Cobb LLP. Murtha Cullina LLP is the Debtor's special counsel. According to court filings, based on the balance sheet as of Dec. 1, 2010, total assets were $162 million, and the Debtor has $52 million in short term liabilities and $122.6 million in long term debt. AGE REFINING: To Auction Off Refinery Next Month ------------------------------------------------ The San Antonio Business Journal reports that AGE Refining Inc. is conducting a court-supervised auction on April 5 to 6. The Business Journal recounts that AGE Refining temporarily shut down its oil refinery in south San Antonio last year after a fire ripped through the refinery's fuel truck loading rack. The Company has recently opened a new seven-bay truck loading rack at the facility. About Age Refining Age Refining, Inc., based in San Antonio, Texas, manufactures, refines and markets jet fuels, diesel products, solvents and other highly specialized fuels. The Company's clients cover a variety of sectors, including commercial, local municipalities and the federal government. Founded in 1991 by Al Gonzalez, AGE is a family owned and operated business in the heart of the San Antonio community. Starting on a shoe-string budget and a bushel of determination, AGE is proud to have posted over 22% growth per year since 1991. The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Texas Case No. 10-50501) on Feb. 8, 2010. Aaron Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq., t Cox Smith Matthews Incorporated, represent the Chapter 11 debtor. The Company estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities in its bankruptcy petition. Eric Moeller has been named chapter 11 trustee to take management of the Debtor from Chief Executive Glen Gonzalez. In November 2010, the trustee filed suit against Mr. Gonzalez, alleging he breached his fiduciary duty by dipping into Company coffers for his personal use while paying himself an excessive salary and stock distributions, according to My San Antonio. ALION SCIENCE: Incurs $15.23 Million Net Loss in Fiscal 2010 ------------------------------------------------------------ Alion Science and Technology Corporation filed its annual report on Form 10-K, reporting a net loss of $15.23 million on $833.98 million of contract revenue for the year ended Sept. 30, 2010, compared with a net loss of $17.04 million on $802.22 million of contract revenue during the prior year. The Company's balance sheet at Sept. 30, 2010 showed $646.30 million in total assets, $721.17 million in total liabilities, $150.79 million in redeemable common stock, $20.75 million in common stock warrants, and $246.27 million in accumulated deficit. A copy of the Form 10-K filed with the Securities and Exchange Commission on Feb. 14, 2011 is available at: http://researcharchives.com/t/s?74db A copy of the March 7, 2011 amendment to the Form 10-K to incorporate the Schedule of Directors' Fees and Compensation in Part III - Item 11- Executive Compensation, is available for free at http://ResearchArchives.com/t/s?74c2 About Alion Science Alion Science and Technology Corporation, based in McLean, VA, is an employee-owned company that provides scientific research, development, and engineering services related to national defense, homeland security, and energy and environmental analysis. Particular areas of expertise include communications, wireless technology, netcentric warfare, modeling and simulation, chemical and biological warfare, program management. * * * Alion carries 'Caa3' corporate family and probability of default Ratings, with stable outlook, from Moody's. Alion carries a 'B-' corporate credit rating, with stable outlook, from Standard & Poor's. Moody's said in March 2010, "The Caa1 corporate family rating would balance the continued high leverage against a promising business backlog that could sustain the good 2009 revenue growth rate, though credit challenges would remain pronounced." ALLEN PARK: S&P Downgrades Rating on GO Bonds to 'BB+' ------------------------------------------------------ Standard & Poor's Ratings Services has lowered its long-term rating on Allen Park City, Michigan's unlimited-tax general obligation (GO) bonds to 'BB+' from 'BBB+'. Standard & Poor's also lowered its ratings on limited-tax GO bonds issued for the city by itself and various issuers to 'BB+' from 'BBB'. The outlook is stable. The downgrade reflects: * The city's projected general fund balance decrease due to a rapid decrease in property values, * Expected reductions in state aid, and * Operating pressure from the city's other funds. As a result of these factors, net of assets due from other funds, Standard & Poor's expects the general fund to fall to levels it considers low at the close of fiscal 2011. Furthermore, without including the potential impact of the city's recent issuance of lay-off notices to its entire fire department, in 2012, the budget gap is projected to be approximately 20% of current general fund expenditures. Supporting the city's credit rating are: * Access to employment throughout the metropolitan area, * Good income and strong wealth levels as represented by median household effective buying income and market value per capita, and * Standard polices and procedures. "S&P expects that management will take the necessary steps to address the structural imbalance in the city's general fund. If the city can address the structural imbalance and maintain at least good fund balance levels, the rating could be positively affected," said Standard & Poor's credit analyst Sean Hughes. "If, however, the structural imbalance in the general fund persists and fund balances drop to levels S&P considers to be low, the rating could be lowered," he added. Allen Park City is located about 12 miles southwest of downtown Detroit in southeastern Wayne County. AMERICAN INSTITUTIONAL: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: American Institutional Partners, LLC 10421 South Jordan Gateway, Suite 600 Salt Lake City, UT 84095 Bankruptcy Case No.: 11-10709 Chapter 11 Petition Date: March 9, 2011 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Mary F. Walrath Debtor's Counsel: John D. McLaughlin, Jr., Esq. CIARDI CIARDI & ASTIN 919 North Market Street, Suite 700 Wilmington, DE 19801 Tel: (302) 658-1100 Fax: (302) 658-1300 E-mail: jmclaughlin@ciardilaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Mark H. Robbins, manager. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- AIP Resort Development, LLC 10-25027 04/19/10 ANCHOR BLUE: Judge Approves Plan to Scrap Leases for 75 Stores -------------------------------------------------------------- Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware approved Anchor Blue Holding Corp.'s plan to reject leases for 75 of its retail stores in the western U.S. A list of leases rejected by the Debtor effective as of Feb. 28, 2011, is available for free at: http://bankrupt.com/misc/AnchorBlue_75_RejectedLeases.pdf Abut Anchor Blue Anchor Blue is a specialty retailer of casual apparel and accessories for the teenage market. Founded in 1972, the Company has 117 stores located in nine western and southwestern states: Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and Washington. The Company employs 1,400 full and part-time employees in their stores and their corporate headquarters in Corona, California. Anchor Blue is an indirect affiliate of Sun Capital Partners, a Florida-based investment firm. Anchor Blue Holding Corp., together with Anchor Blue Inc., filed for Chapter 11 bankruptcy protection on Jan. 11, 2011 (Bankr. D. Del. Lead Case No. 11-10110). As of Jan. 1, 2011, the Debtors' books and records reflected total combined assets of roughly $24.7 million (book value) and total combined liabilities of roughly $38.5 million. Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in Philadelphia, Pennsylvania, serves as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. The Official Committee of Unsecured Creditors is represented by Eric R. Wilson, Esq., at Kelley Drye & Warren LLP, in New York. The prepetition first lien lender is represented by Julia Frost-Davies, Esq., at Bingham McCutchen LLP, in Boston, Massachusetts, and Regina Stango Kelbon, Esq., at Blank Rome LLP, in Philadelphia, Pennsylvania. The prepetition second lien lenders is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. The Debtors' prepetition subordinated lender is represented by James Stempel, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois. ARLINGTON GLASS: Case Summary & 12 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Arlington Glass Co. 4547 N. Milwaukee Ave. Chicago, IL 60630 Bankruptcy Case No.: 11-09234 Chapter 11 Petition Date: March 7, 2011 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtor's Counsel: Robert R. Benjamin, Esq. Beverly A. Berneman, Esq. GOLAN & CHRISTIE, LLP 70 West Madison Street, Suite 1500 Chicago, IL 60602 Tel: (312) 263-2300 Fax: (312) 263-0939 E-mail: rrbenjamin@golanchristie.com baberneman@golanchristie.com Scheduled Assets: $99,699 Scheduled Debts: $1,395,425 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb11-09234.pdf The petition was signed by Aleksandar Peric, president. ASARCO LLC: Tackles Pilgrim's Pride Opinion on Fees Issue --------------------------------------------------------- Reorganized ASARCO LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas a post-hearing brief regarding the district court opinion in In re Pilgrim's Pride Corporation (CRG Partners, LLC v. U.S. Trustee), No. 4:10-CV-688-Y, 2011 WL 500049 (N.D. Tex. Feb. 14, 2011). The brief was filed in connection with the requests for fee enhancement filed by Baker Botts L.L.P. and other bankruptcy professionals. In Pilgrim's Pride, the District Court reversed a prior ruling by Bankruptcy Judge Russell F. Nelms (In re Pilgrim's Pride Corporation, No. 08-45644 (Bankr. N.D. Tex. June 8, 2010)). ASARCO says it submits the brief solely to address the new opinion. On behalf of ASARCO, J. Clifford Gunter III, Esq., at Bracewell & Giuliani LLP, in Houston, Texas, relates that the District Court concluded that Judge Nelms erred by treating the United States Supreme Court's opinion in Perdue v. Kenny A. ex rel. Winn, 130 S. Ct. 1662 (2010) as controlling precedent in bankruptcy cases. The District Court acknowledged that the Fifth Circuit and bankruptcy courts in the Fifth Circuit have relied on federal fee-shifting cases in bankruptcy cases, acknowledged that "[t]he Fifth Circuit (or the Supreme Court) may eventually decide that Perdue should apply to bankruptcy cases," acknowledged that "the Fifth Circuit's prior reliance on civil-rights case precedent in bankruptcy cases is relevant in determining whether Perdue should be extended to the bankruptcy context;" but held that none of these factors were conclusive of the issue in the absence of a direct ruling from the Fifth Circuit or Supreme Court that Perdue applies to bankruptcy cases, Mr. Gunter points out. He asserts that the District Court failed to give proper weight or consideration to several factors in concluding that Perdue is not controlling in bankruptcy cases. The Bankruptcy Court does not, however, need to decide the issue of whether Perdue is controlling precedent in bankruptcy cases, Mr. Gunter says. He explains that the District Court expressly approved of courts looking to Perdue "as persuasive authority for refusing to award a fee multiplier." For the reasons expressed in ASARCO's fee enhancement brief and for the reasons articulated by Judge Nelms in the Pilgrim's Pride case, Perdue's principles are valid persuasive authority at a minimum, Mr. Gunter maintains. He points out that the fee applicants in the case have not demonstrated a basis for a fee enhancement under the law in existence before Perdue, and Perdue, in its clarification of the existing rules that have already been applied in fee enhancement cases, only makes that conclusion clearer. Hence, ASARCO asks the Bankruptcy Court deny the requests for fee enhancements in its own bankruptcy case. Baker Botts Responds Like the District Court, the Bankruptcy Court should hold that Perdue is not controlling in bankruptcy cases, Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas, contends. He argues that in determining whether to grant Baker Botts' request for an upward adjustment, the Bankruptcy Court should apply the standard that has been used in Texas bankruptcy cases for decades, not the standard that the Supreme Court established in Perdue for civil-rights cases. But regardless of which standard the Bankruptcy Court applies, Baker Botts has met it, and therefore, the Bankruptcy Court should grant Baker Botts' final fee and enhancement application in its entirety, Mr. Kinzie asserts. In refusing to ignore decades of established bankruptcy jurisprudence based on a decision in a civil-rights case that does not even contain the word "bankruptcy," the District Court correctly observed that "[i]t is one thing for a court to seek guidance from a case decided in a different context; it is another thing entirely for a court to allow such a case to displace its previously established precedent," Mr. Kinzie notes. He emphasizes that the District Court held that while Perdue does not apply in the bankruptcy context, it provides persuasive caution that multipliers must be reserved for "rare" and "exceptional" circumstances. "Reorganized ASARCO attempts to blur the line between controlling authority and persuasive authority, but the District Court's opinion clearly and correctly draws this line. Perdue is persuasive authority in bankruptcy cases only in the sense that it holds that fee enhancements are 'atypical,' 'must be reserved for rare and exceptional circumstances,' and 'should not duplicate the same considerations affecting the lodestar rate,'" Mr. Kinzie further contends. Mr. Kinzie reiterates that Baker Botts has demonstrated that its professional services and the results achieved in the ASARCO case are "rare" and "exceptional," and therefore, even if the Bankruptcy Court finds Perdue to be persuasive, the case supports granting the upward adjustment requested by Baker Botts. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Sterlite Reimbursement Requests to Be Heard June 13 --------------------------------------------------------------- The Bankruptcy Court will commence on June 13, 2011, and will continue on June 17, the hearing to consider the application for allowance of compensation for substantial contribution filed by Sterlite (USA), Inc., and Sterlite Industries (India) Ltd. in debtor Asarco LLC's Chapter 11 cases. To recall, Grupo Mexico, S.A.B. DE C.V. (the parent of the Debtor) and Sterlite engaged in a widely reported legal battle over the control of ASARCO LLC's business. In December 2009, Grupo Mexico, 's subsidiary, Americas Mining Corp. (AMC) consummated its bankruptcy plan for ASARCO LLC, reuniting ASARCO with its parent company. The reintegration follows U.S. District Court Judge Andrew S. Hanen's decision to approve GMEXICO's full payment reorganization plan for ASARCO, concluding the company's four-year Chapter 11 proceeding. The court-approved plan, among other things, called for AMC to make a US$2.2 billion cash contribution to ASARCO for distribution to creditors, additionally disburse to creditors an estimated US$1.4 billion in cash on hand from ASARCO's balance sheet and guarantee ASARCO's issuance of a one-year promissory note for US$280 million payable to the asbestos creditors. The Debtor had previously signed a deal to sell substantially all of its tangible and intangible operating assets for, among other consideration, $2.6 billion in cash and the assumption of certain substantial obligations and debt to Sterlite. But Sterlite later backed out of the deal. In early 2010, Sterlite (USA), Inc., and Sterlite Industries (India) Ltd. filed a request for reimbursement of (i) $6,103,573 in fees for 9,735 hours of services rendered, and (ii) out-of- pocket expenses amounting to $315,781 for 'substantial contribution' to the reorganization proceedings of ASARCO LLC. ASARCO LLC, however, contends that Sterlite is not entitled to its "substantial contribution" request given that it (1) brazenly breached the Original Sterlite PSA, (2) rebid its contract to purchase the same assets but also sought to obtain release from its breach of contract liability for less than 50% of the purchase price it had agreed to pay in the Original Sterlite PSA, and (3) left another year of costly bankruptcy proceedings in its wake. In March 2010, ASARCO commenced a lawsuit against Sterlite for backing out of their original sale deal. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Challenges Bankr. Ruling on $975,000 Fee for Barclays ----------------------------------------------------------------- Reorganized ASARCO, et al., are seeking to challenge, on appeal, the decision of the U.S. Bankruptcy Court for the Southern District of Texas to award Barclays Capital Inc., as purchaser of rights to compensation of Lehman Brothers Inc., a fee enhancement totaling $975,000 for work Lehman performed. Marty L. Brimmage, Jr., Esq., at Haynes and Boone, LLP, in Dallas, Texas -- marty.brimmage@haynesboone.com -- asserts that Lehman chose to obtain advance approval of its compensation package under Section 328(a) of the Bankruptcy Code. This election, he contends, (i) provided Lehman with the certainty that it would be paid and guarded Lehman against efforts to reduce its compensation, and (ii) strictly limited the Bankruptcy Court's power to increase Lehman's compensation. Under the plain language of Section 328(a), the Bankruptcy Court only had power to change Lehman's compensation if circumstances that Lehman was incapable of anticipating when it was hired rendered the compensation agreement "improvident," Mr. Brimmage explains. He adds that the Fifth Circuit has made clear that just because the parties fail to anticipate certain circumstances do not justify reducing or increasing a professional's compensation. "The bankruptcy court faithfully quoted this statutory standard and the Fifth Circuit decisions applying it but then inexplicably failed to apply this rigorous legal test," Mr. Brimmage contends. He argues that as a matter of law, the failure to foresee the length and complexity of the bankruptcy case does not satisfy Section 328(a), and thus, Barclays is not entitled to any fee enhancement under the statute. Mr. Brimmage asserts that Barclays first "modified" the Lehman Engagement Letter, although the modification was never subject to Section 328(a) review, so it could substantially improve the economic terms of the original agreement. He notes that Barclays collected $8.2 million under the news terms, bringing the Lehman/Barclays haul to $12.4 million -- more than fully compensating Barclays for any alleged "improvidence" under the Lehman Engagement Letter. "Then, at the conclusion of the case, Barclays demanded $9 million in additional fee enhancements based on a failed auction and overstated claims that Lehman and Barclays were somehow -- despite repeatedly and aggressively backing the inadequate and losing proposed plans of reorganization offered by Sterlite and promoted by the Debtor -- central to the success of the bankruptcy," Mr. Brimmage cites. Because the Bankruptcy Court had wide discretion, it wisely rejected the bulk of those claims, but it improperly based its award of $975,000 on Section 328(a), which affords no discretion and instead requires strict adherence to the statutory standard, Mr. Brimmage points out. Hence, the Appellants ask the District Court to reverse this portion of the Bankruptcy Court's Fee Enhancement Order. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AURASOUND INC: Restates Sept. 30 Quarter Report to Correct Errors ----------------------------------------------------------------- AuraSound, Inc., filed on March 7, 2011, Amendment No. 2 to its quarterly report on Form 10-Q for the three months ended Sept. 30, 2010, to correct errors to the purchase accounting related to its recent acquisition of the net assets and certain liabilities of ASI Holdings and ASI Holding's wholly-owned subsidiary ASI Audio Technologies, LLC, and the ongoing recording of accounts payable. In addition, the inventory valuation on the historical, pre- acquisition financial statements of AuraSound, Inc., was overstated due to a valuation error in the affected financial statements. Management has determined that the principal errors to the purchase accounting are primarily attributable to accounts payable and accrued expenses of ASI that were either unrecorded, recorded in the wrong period, or were not a liability assumed at the time of the acquisition, along with lesser adjustments to reserves on accounts receivable and inventories. The Company reported net income of $35,452 on $11.0 million of revenue for the three months ended Sept. 30, 2010, compared with a net loss of $532,160 on $1.3 million of revenue for the same period of the prior fiscal year. The Company's balance sheet at Sept. 30, 2010, showed $34.5 million in total assets, $34.3 million in total liabilities, all current, and stockholders' equity of $211,310. As reported in the Troubled Company Reporter on Oct. 4, 2010, Kabani & Company, Inc., in Los Angeles, expressed substantial doubt about AuraSound, Inc.'s ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2010. The independent auditors noted that during the year ended June 30, 2010, the Company incurred net losses of $2.2 million, and had negative cash flow from operating activities of $202,383. A full-text copy of the Form 10-Q/A available for free at: http://researcharchives.com/t/s?74c9 Santa Ana, Calif-based AuraSound, inc. (OTC BB: ARUZE) -- http://www.aurasound.com/-- is a developer, manufacturer and marketer of audio products. AuraSound's broad range of products include TV soundbars, an innovative Sound Station, high-quality drivers for TV's and laptops, state-of-the art subwoofers and tactile transducers. ATM FINANCIAL: IRS Prevails in Fraudulent Transfer Litigation ------------------------------------------------------------- WestLaw reports that a sister company whose tax debt was paid with a cashier's check obtained utilizing funds in a Chapter 7 debtor's account was not a mere "conduit" of a payment by the debtor to the Internal Revenue Service, but had to be viewed as an "initial transferee" of these funds. Thus, the IRS was in the nature of a "subsequent transferee" and could potentially assert a statutory "good faith" defense to liability following avoidance of the tax payment as a fraudulent transfer. In re ATM Financial Services, LLC, --- B.R. ----, 2011 WL 768716 (Bankr. M.D. Fla.). Headquartered Leesburg, Florida, ATM Financial Services LLC -- http://atmdoctor.com/-- owned, installed, and serviced automated teller machines. The company filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 08-00969) on Feb. 12, 2008, estimating assets and debts between $1 million and $10 million. In Mar. 2008, the Bankruptcy Court ordered the conversion of the Debtor's chapter 11 case to a chapter 7 proceeding. BATAA/KIERLAND, LLC: Files for Chapter 11 in Arizona ---------------------------------------------------- Bataa/Kierland, LLC, owner and operator of a Class "A" office building known as Kierland Corporate Center located at 7047 E. Greenway Parkway, Scottsdale, Arizona, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 11-05850) on March 9, 2011. JPMCC 2007-CIBC 19 East Greenway, LLC, has asserted a claim against the Debtor, allegedly secured by the Property, in the amount of roughly $22 million. The Lender has noticed a trustee's sale with respect to the Property for May 25, 2011. Additionally, in February 2011, Lender filed certain pleadings in Maricopa County Superior Court for the State of Arizona seeking the appointment of a receiver over the Property. "Despite the Debtor's best efforts to negotiate a resolution of the Lender's asserted claims against the Debtor, the Debtor was unable to reach an agreement with the Lender and filed its voluntary petition for relief on the Petition Date in order to reorganize and restructure its debts and liabilities for the benefit of all parties-in-interest," says John J. Hebert, Esq., at Polsinelli Shughart PC, in Phoenix, counsel to the Debtor. JPMCC asserts a lien in the rental and other income generated by the Property, and that such income constitutes its "cash collateral" as defined in 11 U.S.C. Sec. 363. The Debtor proposes to use the income generated by the property to pay the operating and reorganization expenses of the Property and the Debtor. The Debtor's 109,811 square feet two-story building is 41% occupied. The Property is managed by Calvin Enterprises, Inc. JPMCC 2007-CIBC 19 East Greenway, LLC, is represented by: John G. Kerkorian, Esq. Nicole Siele Hood, Esq. BALLARD SPAHR LLP One E. Washington, Suite 2300 Phoenix, AZ 85004 E-mail: kerkorianj@ballardspahr.com hoodn@ballardspahr.com BATAA/KIERLAND, LLC: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Bataa/Kierland, LLC 7047 E. Greenway Parkway, Suite 190 Scottsdale, AZ 85254 Bankruptcy Case No.: 11-05850 Chapter 11 Petition Date: March 9, 2011 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Mark W. Roth, Esq. POLSINELLI SHUGHART P.C. One East Washington Street CityScape Building, Suite 1200 Phoenix, AZ 85004 Tel: (602) 650-2012 Fax: (602) 926-8562 E-mail: mroth@polsinelli.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by David Calvin, president of Bataa Oil, Inc., managing member. BERNARD L. MADOFF: Fairfield Battles HSBC, Others Over Venue ------------------------------------------------------------ Bankruptcy Law360 reports that an attorney for Fairfield Sentry Ltd., Bernard L. Madoff's largest feeder fund, told a bankruptcy judge Wednesday not to remand more than 40 adversary proceedings against financial institutions and others back to state court. Law360 says the defendants agreed to settle disputes in New York and it made more sense to keep all actions before the same judge in bankruptcy court. Meanwhile, Bankruptcy Law360 reports that the trustee seeking to recover assets from the Bernard L. Madoff megafraud filed an amended complaint in New York bankruptcy court Tuesday seeking to recover $430 million from French investment bank Natixis SA and Tensyr Ltd., one of its funds. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 18, 2011, a total of US$6.85 billion in claims by investors has been allowed, with US$791.1 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. About Fairfield Sentry Fairfield Sentry is being liquidated under the supervision of the Commercial Division of the High Court of Justice in the British Virgin Islands. It is one of the funds owned by the Fairfield Greenwich Group, an investment firm founded in 1983 in New York City. Fairfield Sentry and other Greenwich funds had among the largest exposures to the Bernard L. Madoff fraud. Fairfield Sentry Limited, filed for Chapter 11 protection in June 2010 (Bankr. S.D.N.Y. Case No. 10-13164). Greenwich Sentry, L.P., and an affiliate filed for Chapter 11 protection on November 19, 2010 (Bankr. S.D.N.Y. Case No. 10-16229) hoping to settle lawsuits filed against it in connection with its investments with Bernard L. Madoff. On May 18, 2009, Irving H. Picard, the trustee liquidating the estate of Mr. Madoff and his firm, Bernard L. Madoff Investment Securities, LLC, filed a lawsuit against Fairfield Sentry and Greenwich, seeking the return of $3.55 billion that Fairfield withdrew from Madoff during the period from 2002 to Madoff's arrest in December 2008. Since 1995, the Fairfield funds invested about $4.5 billion with BLMIS. Mr. Picard claims that Fairfield knew or should have known about the fraud give that it received from BLMIS unrealistically high and consistent annual returns of between 10% and 21% in contrast to the vastly larger fluctuations in the S&P 100 Index. BLOCKBUSTER INC: Gets Green Light to Sell Assets ------------------------------------------------ Dow Jones Newswires' Joseph Checkler and Mike Spector report that Judge Burton R. Lifland of U.S. Bankruptcy Court in Manhattan on Thursday approved procedures for the auction of Blockbuster Inc., with a $290 million initial offer from a group of senior bondholders led by hedge fund Monarch Alternative Capital. The deal is subject to higher and better offers. The report notes lawyers spent all day in courthouse hallways brokering a deal with movie studios that had objected to the sale terms. The report relates the ruling gives the movie studios a better deal and staves off immediate liquidation of Blockbuster's assets. The report says Judge Lifland spent much of the day huddling with the various sides to improve on a sale that he earlier in the day called "totally unacceptable" and said "would not fly." The auction will be held in Judge Lifland's courtroom. The report notes several movie studios argued that the original terms of the deal didn't offer them the recovery they wanted. Summit Entertainment and the United States Trustee favored the conversion of the case to a Chapter 7 liquidation. As reported by BLOCKBUSTER BANKRUPTCY NEWS, Tracy Hope Davis, the United States Trustee for Region 2, argued that "The Debtors are administratively insolvent, the scheme they have proposed for the sale of substantially all of their assets runs afoul of the Bankruptcy Code, and it is unlikely that they will be able to confirm a feasible plan of reorganization." Ms. Davis told Judge Lifland that despite an implicit recognition of these issues, the Debtors have sought approval on an expedited basis of certain bid procedures as well as a sale of substantially all of their assets. Chapter 7 Liquidation Option Removed Messrs. Checkler and Spector report that Robert Feinstein, Esq., at Pachulski, Stang, Ziehl & Jones LLP, who represents several movie studios, outlined many of the changes to the deal. According to Mr. Feinstein, a provision that would allow the Monarch group to convert the case to Chapter 7 has been removed. According to the report, tensions flared between lawyers negotiating the deal earlier in the afternoon in a hallway outside the courtroom. Messrs. Checkler and Spector report an exchange among the lawyers: "You want to blow up the case? Blow up the case!" Mr. Feinstein said to the other lawyers. "The studios are blowing it up!" another lawyer shouted. "Do it fairly!" Mr. Feinstein responded. Sale Objections BLOCKBUSTER BANKRUPTCY NEWS reports that more parties opposed the sale. The United States of America asserts that the Sale Motion and the Purchase Agreement improperly suggest that the proposed sale of a debtor property would afford the prospective purchaser a release with respect to police and regulatory liabilities to governmental entities. The Government explains that transactions involving environmentally contaminated property, however, may not be construed as releasing or otherwise relieving an entity of any police or regulatory liability to a governmental unit. Lions Gate Films, Inc., joins in the oppositions filed by Universal Studios Home Entertainment LLC, The Walt Disney Company and Summit Distribution, LLC, against the approval of the Sale Motion. KFT Enterprises No. 2, LP, a landlord/creditor in the Debtors' bankruptcy cases, joins in the objections of various landlords to the Sale Motion. Wisconsin Electric Power Company and Wisconsin Gas, LLC, joins other utility companies, who filed objections to the Sale Motion. United HealthCare Insurance Company and Cognizant Technology Solutions U.S. Corporation expressed concern on the proposed treatment of administrative claims and postpetition obligations incurred by the Debtors. Cognizant Technology argues that the Bankruptcy Code does not permit the Debtors and the Purchaser to arbitrarily pick which administrative expense claims will and will not be paid. Sale Supporters Those supporting the sale include Carl Icahn and his affiliated entities, represented by John J. Rapisardi, Esq., at Cadwalader, Wickersham & Taft LLP, in New York; The Steering Group of Senior Secured Noteholders, who are also DIP Lenders, and which beneficial holders are managed by Icahn Capital LP, Monarch Alternative Capital LP, Owl Creek Asset Management, L.P., Stonehill Capital Management LLC and Varde Partners, Inc., represented by John G. Hutchinson, Esq. -- jhutchinson@sidley.com -- at Sidley Austin LLP, in New York; and Cobalt Video Holdco LLC, the Stalking Horse Bidder of the Debtors' assets. Mark Shinderman, Esq. -- MShinderman@milbank.com -- at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California, which represents Cobalt, asserts that Cobalt Video's Asset Purchase and Sale Agreement was the product of many weeks of good faith negotiations between the Debtors and certain of the first lien senior secured noteholders, which funds are managed by the entities that ultimately formed Cobalt Video, Monarch Alternative Capital LP, Owl Creek Asset Management LP, Stonehill Capital Management, LLC and Varde Partners, Inc. He notes that the Cobalt Noteholders agreed to the sale provided the Debtors made explicit that they did not currently have sufficient funds to pay administrative claims in full but hoped to maximize the value of the Debtors' assets through an auction. More Suitors Seen Messrs. Checkler and Spector report reactions after Judge Lifland's ruling: "Hopefully, there will be an overbid so there will be [more] money available to pay these administrative claims," said Stephen Karotkin, Esq., at Weil, Gotshal & Manges, a lawyer for Blockbuster. "We're obviously very happy with the ruling of the court," said Dennis McGill, Blockbuster's finance chief, just after the hearing concluded. According to Messrs. Checkler and Spector, Mr. Karotkin, reading testimony of one of Blockbuster's bankers, disclosed that at least seven other suitors have expressed interest in Blockbuster. The report relates some of those possible bidders are different players teaming on potential offers. Some are interested in pieces of Blockbuster -- its stores, vending business or digital operations. In those cases, Blockbuster hopes it can join those disparate interests in a single bid for the company. In an earlier report, Messrs. Spector and Checkler said Blockbuster is in talks with several other possible bidders in the hopes of getting a better offer than the stalking-horse bid, citing a person close to the Company. Among those listed as potential bidders are Amazon.com Inc., Best Buy Co. and Coinstar Inc., which operates Redbox DVD vending machines. Need for Chapter 11 Trustee Raised Messrs. Checkler and Spector report that Blockbuster bondholders -- including the Monarch-led group and billionaire investor Carl Icahn -- had said that the Company should stay in Chapter 11 and run an auction to get the most money for creditors. The bondholders said half a dozen other suitors may bid on Blockbuster. Even most of the movie studios, while they originally objected to the Monarch-led deal, wanted the case to remain in Chapter 11. BLOCKBUSTER BANKRUPTCY NEWS also reported responses to the U.S. Trustee's Conversion Motion. Scott A. McMillan, Esq., in La Mesa, California, lawyer to Lyme Regis Partners, LLC, said "Going forward, the reorganization should be managed with the intention of maximizing the value of the Estate for the entire creditor body, rather than conferring an advantage upon a specific bidder." Lyme Regis believes that management change requires the appointment of a Chapter 11 trustee. Twentieth Century Fox Home Entertainment LLC argues that converting the bankruptcy cases to Chapter 7 or appointing a Chapter 11 trustee is not appropriate at this time. Fox asserts that a sale through Chapter 11 will likely create the greatest value for Debtors that are possibly administratively insolvent. Fox is represented by Martin G. Bunin, Esq., at Alston & Bird LLP, in New York. Sony Pictures Home Entertainment Inc. says a liquidation would depress proceeds, potentially do considerable damage to the intellectual property and contract rights of all of Debtors' movie and game suppliers, destroy jobs, diminish competition, deprive all of the Debtors' suppliers with a future outlet for sales, and guarantee no recovery for most creditors. Pamela K. Webster, Esq., at Buchalter Nemer, in Los Angeles, California, represents Sony. Messrs. Checkler and Spector report that Summit said it will withdraw its request to convert the case to a Chapter 7 liquidation now that the studio will receive better treatment. A lawyer for the U.S. Trustee still argued for a liquidation, although he said that didn't mean the company would immediately be shut down. Judge Lifland overruled his objection. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). It disclosed assets of $1 billion and debts of $1.4 billion at the time of the filing. Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. In its latest monthly operating report filed with the Bankruptcy Court, Blockbuster disclosed $1.066 billion in assets, $422.2 million in liabilities not subject to compromise and $1.165 billion in liabilities subject to compromise, and a deficit of $533.8 million as of Nov. 28, 2010. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CAPSALUS CORP: Acquires Progressive Home Health Franchise --------------------------------------------------------- Capsalus Corp. announced its acquisition of Guava Franchising, Inc. and its parent company Guava Healthcare, Inc., specialists in providing customized in-home, non-medical and medical staffing and services. Operating as Guava Home & Health Care Services with headquarters in Hockessin, Del., the healthcare provider delivers a scalable suite of services ranging from personal hygiene, light housekeeping and transportation, to medication reminders and 24- hour live-in support. Care is not limited to seniors; it is available to clients ranging from pediatric to geriatric, including new mothers, persons living with disabilities and patients following same-day surgery. Listed among Entrepreneur's "Franchise 500" this year and last, Guava capitalized on its regional success by expanding its franchising business and diversifying its revenue streams to include nurse and doctor visits, occupational and physical therapy and other clinical services. "With its proven, full-service care model, its demonstrated ability to generate cash-flow and rapid high margin growth, Guava more than met the criteria we look for in targeting acquisitions," said Kevin P. Quirk, Capsalus chief executive officer. Given hyper-growth rates year-over-year for the last three years, and based on conservative Capsalus projections, total gross revenues over the next three years may eclipse the $50 million threshold. "We are also impressed by Guava's solid leadership," Quirk added. "Mary Schreiber has a Ph.D. in business administration with 15- plus years of vertical healthcare experience. She is a dynamic entrepreneur who will be a welcome addition to the Capsalus family." "When I read about Capsalus and their mission to help visionary companies bring their progressive concepts and ideas for healthier living to the mass market quickly and efficiently, I knew they were the right place for me to realize my vision," said Guava owner Mary Schreiber. "Based on Capsalus management's background and their focus on operations and execution, they clearly understand what is required to take Guava to the next level." Low overhead and substantial earnings potential in a depressed economy initially attracted Capsalus (www.capsalus.com) to the burgeoning home healthcare market. According to the U.S. Census Bureau, by 2030 there will be more than 70 million Americans aged 65 and older -- more than twice the number in 1995. With baby boomers beginning to reach retirement age, the number of older Americans in need of care will be significant. Yet, in an industry of 18,000 agencies earning $55 billion in revenue, the 50 largest companies combined own less than a quarter of this highly fragmented market. Guava's unique "back of house" support of all administrative operations will provide the franchisee's capacity to focus solely on sales and marketing, while simultaneously offering Guava financial reporting consistency and scale across the entire franchise system. It was this distinguishing factor that made full ownership of the company an ideal fit for Capsalus, enabling it to build on its already robust breadth of services. Guava Home & Health Care Services joins Capsalus' current portfolio of companies (www.capsalus.com/portfolio) across the consumer products, media and technology, biotechnology and healthcare industry spectrum, including Wish Upon a Hero, an online community pioneering a new model of philanthropy by connecting people in need with people who can help; White Hat Brands, an emerging player in the branded functional food and beverage market; and PanTheryx, creating and selling biologics, pharmaceuticals and medical products to the expanding healthcare professional market in India. About Capsalus Corp. Atlanta, Ga.-based Capsalus Corp. offers a broad range of solutions to global health problems. WhiteHat Holdings, LLC, was acquired on April 14, 2010. In combining with WhiteHat, the Company is creating a new, consumer-driven business unit, the Nutritional Products Division, focused on healthy food and beverages. The Company's balance sheet at Sept. 30, 2010, showed $3.03 million in total assets, $4.58 million in total liabilities, and a stockholders' deficit of $1.55 million. The Company has accumulated losses totaling $18.64 million from inception through Sept. 30, 2010, and a net working capital deficit of $2.26 million as of Sept. 30, 2010. CATHOLIC CHURCH: Wilm. Wants Plan Exclusivity Until April 19 ------------------------------------------------------------ The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to further extend its exclusive periods to: (a) file a Chapter 11 plan of reorganization through and including the final statutory deadline of April 19, 2011; and (b) solicit acceptances of that plan through and including the final statutory deadline of June 20, 2011. James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, relates that the Diocese reached a $77.4 million settlement with its creditors, Abuse Survivors, insurers, parish corporations and non-debtor Catholic entities. He says that the settlement is to be memorialized and implemented in an amended plan of reorganization, which has been drafted and is under review. The Diocese anticipates further discussions with the Official Committee of Lay Employees regarding the terms of the Amended Plan, and will work diligently to address employee concerns. Mr. Patton explains that the Diocese seeks a further extension of the Exclusive Periods so that it may finalize and prosecute the Amended Plan containing the settlement, and continue to negotiate with other key constituencies to make the Amended Plan fully consensual. Under the circumstances, the proposed extension is both necessary and warranted, he asserts. He adds that the Exclusive Periods should be extended to allow the Diocese to continue the process towards confirmation of the Amended Plan, which process includes ongoing dialogue with key constituencies. The Court will convene a hearing on April 19, 2011, to consider the request. Pursuant to Rule 9006-2 of the Local Rules of the United States Bankruptcy Court for the District of Delaware, the Diocese's Exclusive Plan Filing Period is automatically extended until the conclusion of that hearing. Parties have until March 14 to file objections. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19, 2009. There were 131 cases filed against the Diocese, with 30 scheduled for trial, as of the bankruptcy filing. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Two Milw. Priests Removed Due to Allegations ------------------------------------------------------------- Two priests have been removed from active ministry in the Archdiocese of Milwaukee after allegations of child abuse surfaced. Father Laurin J. Wenig, pastor of St. Mary's in Elm Grove, Wisconsin, was removed while authorities investigate an allegation that he sexually molested a minor in the 1970s, the Journal Sentinel reports. The move was announced in a letter to parishioners at St. Mary's Visitation Catholic Church, the report says. According to Annysa Johnson of the Journal Sentinel, the allegation was made to the Archdiocese's Victim Assistance office and turned over to the Milwaukee County district attorney's office to determine whether charges should be filed. "Someone made an allegation of sexual abuse against me, dating back to a parish where I served over three and a half decades ago. [I] absolutely deny this claim," Fr. Wenig said in a letter. The other accused priest has not been named, but was officially listed as "retired," Today's TMJ4 - Milwauke reports. About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on November 28, 1843, and was elevated to an Archdiocese on February 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11-20059) on January 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CATHOLIC CHURCH: Wilm. Gets OK to Sell Bancroft Property for $385K ------------------------------------------------------------------ The Catholic Diocese of Wilmington, Inc., sought and obtained an order from the U.S. Bankruptcy Court for the District of Delaware, pursuant to Section 363 of the Bankruptcy Code: (i) authorizing the private sale of a residential real property located at 1700 N. Bancroft Parkway, in Wilmington, Delaware, to Charles R. Williams and Kelly A. Williams for $385,000, and the payment of related closing costs, nunc pro tunc to January 7, 2011; and (ii) approving the terms of the Sale. On Feb. 20, 2007, Thomas Braun executed a Revocable Trust Agreement that directed that any interest he owned in the Property at the time of his death be transferred to the Diocese, outright and free from trust. On March 6, 2007, Mr. Braun executed a Deed of Gift in favor of the Diocese giving the Diocese half of his undivided interest in the Property. Thus, as of the Petition Date, the Diocese had a one-half undivided interest in the Property as a result of Mr. Braun's inter vivos gift, James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, informs Judge Sontchi. Mr. Braun died subsequent to the Diocese's Chapter 11 filing, and thereafter, the remaining interest in the Property was transferred to the Diocese. The Property was valued at $390,000 at a March 2010 appraisal. The Buyers and the Diocese entered into a sale agreement, and went to closing on Jan. 7, 2011, whereupon the Buyers tendered the purchase price to the Diocese, which received a net of $359,442. The Diocese will hold the net amount pending the outcome of their motion, Mr. Patton relates. The official committees in the case indicated that they have no objection to the relief requested, Mr. Patton says. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19, 2009. There were 131 cases filed against the Diocese, with 30 scheduled for trial, as of the bankruptcy filing. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CB HOLDING: Bugaboo Creek Sells for $10 Million at Auction Sale --------------------------------------------------------------- Dow Jones' DBR Small Cap reports that RRGK LLC emerged as the winning bidder for CB Holding Corp.'s Bugaboo Creek Steak House chain following an auction that more than tripled the lead offer for the business. Landry's Restaurants Inc. started the auction with its $3 million offer to buy 12 Bugaboo Creek stores. The hearing for approval of the sale will be March 11. About CB Holding New York-based CB Holding Corp. operated 20 Charlie Brown's Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office Beer Bar and Grill restaurants when it filed for bankruptcy protection. The Company closed 47 locations before filing for Chapter 11. Following a bankruptcy auction, CB Holding sold its The Office restaurant chain to winning bidder Villa Enterprises Ltd. for $4.68 million. The Debtor has signed a $5.2 million contract for an affiliate of Praesidian Capital Opportunity Fund III-A LP to buy the 20 Charlie Brown's locations absent a higher bid at auction in March. There will be a hearing in bankruptcy court on March 9 to approve auction and sale procedures. CB Holding and its affiliates filed for Chapter 11 bankruptcy protection on Nov. 17, 2010 (Bankr. D. Del. Case No. 10-13683). Christopher M. Samis, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., assist the Debtors in their restructuring effort. The Garden City Group, Inc., is the Debtors' notice, claims and solicitation agent. Jeffrey N. Pomerantz, Esq., Jason S. Pomerantz, Esq., and Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Official Committee of Unsecured Creditors. CB Holding estimated its assets at $100 million to $500 million and debts at $50 million to $100 million. * * * According to the Troubled Company Reporter on Feb. 11, 2011, CB Holding received an order from Bankruptcy Judge Mary Walrath extending its exclusive periods to file and secure support for a Chapter 11 plan. The exclusive time for the Debtor to file a plan of reorganization has been extended to June 15. The Debtor has until Aug. 12 to solicit support for the plan. The order is without prejudice for a request by the Debtor for another extension. CELL THERAPEUTICS: Series 10 Articles of Amendment Effective ------------------------------------------------------------ On Feb. 24, 2011, Cell Therapeutics, Inc., filed a current report on Form 8-K reporting that it had entered into a Securities Purchase Agreement with an institutional investor on Feb. 17, 2011. Pursuant to the Purchase Agreement, the Company has agreed to sell up to $25.0 million of shares of its Series 10 Non- Convertible Preferred Stock, warrants to purchase up to 25.9 million shares of common stock and an additional investment right to purchase up to $25.0 million of shares of its Series 11 Convertible Preferred Stock, in a registered offering to the Investor. The Company filed an amendment to the Current Report to reflect the filing on March 3, 2011 and effectiveness on March 4, 2011 of the Series 10 Articles of Amendment. On March 3, 2011, the Company filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Washington to establish the Company's Series 10 non-convertible preferred stock, no par value per share. The descriptions of the Series 10 Preferred Stock and the Series 10 Articles of Amendment is available for free at: http://ResearchArchives.com/t/s?74c3 About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. The Company's balance sheet at Sept. 30, 2010, showed $46.6 million in total assets, $38.9 million in total liabilities, $13.4 million in common stock purchase warrants, and a stockholders' deficit of $5.7 million. Stonefield Josephson, Inc., in San Francisco, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has sustained loss from operations, incurred an accumulated deficit, and has substantial monetary liabilities in excess of monetary assets as of Dec. 31, 2009. CHECKBURGERS SALISBURY: Case Summary & 15 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Checkburgers Salisbury I, LLC 800 S. Salisbury Blvd. Salisbury, MD 21802 Bankruptcy Case No.: 11-14610 Chapter 11 Petition Date: March 8, 2011 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Duncan W. Keir Debtor's Counsel: Michael E. Crowson, Esq. THE LAW FIRM OF ANN SHAW, P.A. 212 W. Main Street Suite 303 Salisbury, MD 21801 E-mail: michael@lawislocal.com Scheduled Assets: $802,028 Scheduled Debts: $1,243,265 A list of the Company's 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb11-14610.pdf The petition was signed by Clifford Pulliam, managing member PITCO, LLC. CHINA TEL GROUP: Incurs $1.93-Mil. Net Loss in Sept. 30 Quarter --------------------------------------------------------------- China Tel Group, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.93 million on $270,298 of revenue for the three months ended Sept. 30, 2010, compared with a net loss of $12.30 million on $258,528 of revenue for the same period during the prior year. The Company also reported a net loss of $38.23 million on $729,701 of revenue for the nine months ended Sept. 30, 2010, compared with a net loss of $26.34 million on $457,766 of revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2010 showed $8.70 million in total assets, $9.84 million in total liabilities and $1.14 million in total deficit. A full-text copy of the Form 10-Q filed with the U.S. Securities and Exchange Commission is available for free at: http://ResearchArchives.com/t/s?6ef3 About China Tel Based in San Diego, California, and Shenzhen, China, China Tel Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/-- provides high speed wireless broadband and telecommunications infrastructure engineering and construction services. Through its controlled subsidiaries, the Company provides fixed telephony, conventional long distance, high-speed wireless broadband and telecommunications infrastructure engineering and construction services. ChinaTel is presently building, operating and deploying networks in Asia and South America: a 3.5GHz wireless broadband system in 29 cities across the People's Republic of China with and for CECT-Chinacomm Communications Co., Ltd., a PRC company that holds a license to build the high speed wireless broadband system; and a 2.5GHz wireless broadband system in cities across Peru with and for Perusat, S.A., a Peruvian company that holds a license to build high speed wireless broadband systems. Mendoza Berger & Company, LLP, in Irvine, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has incurred a net loss of $56.0 million for 2009, cumulative losses of $165.4 million since inception, a negative working capital of $68.8 million and a stockholders' deficit of $63.2 million, and that the Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. CITADEL BROADCASTING: Inks $2.4BB Merger Deal With Cumulus Media ---------------------------------------------------------------- Cumulus Media Inc. said Thursday it has entered into a definitive merger agreement to purchase Citadel Broadcasting Corporation, under which Cumulus would acquire all of the outstanding common stock and warrants of Citadel at a price of $37.00 per share. This consideration is payable in cash and shares of Cumulus stock, and values Citadel as an enterprise at approximately $2.4 billion. Citadel owns and operates 225 radio stations in over 50 markets and also operates the Citadel Media business, which is among the largest radio networks in the U.S. Cumulus, which previously announced the pending acquisition of the remaining equity interests of Cumulus Media Partners LLC it does not currently own, also expects to complete a refinancing of all of the outstanding debt of Cumulus, Citadel and CMP in conjunction with the proposed merger. Cumulus has obtained commitments for up to $500 million in equity financing from Crestview Partners and Macquarie Capital, and commitments from a group of banks for up to $2.525 billion in senior secured credit facilities and $500 million in senior note bridge financing, the proceeds of which will be used to pay the cash portion of the merger consideration, and effect the refinancings. Cumulus anticipates that the merger, after giving effect to anticipated synergies, will be accretive relative to Cumulus' current Adjusted EBITDA trading multiple. After giving effect to the proposed acquisition, Cumulus would own 572 radio stations across approximately 120 U.S. markets. A combination of Cumulus and Citadel, together with CMP, would provide Cumulus with the following benefits: * true national platform with approximately 120 markets, including 8 of the top 10; * critical mass necessary to effectively compete and invest in the local digital media marketplace; * network distribution for the syndication of content and technology assets; * estimated synergies of at least $50 million with a capitalized value of approximately $1.50 to $2.00 per share; * optimal platform for further consolidation and increased vertical integration; * lower overall leverage and a simplified capital structure; And * significantly enhanced equity market capitalization for Cumulus, which would provide greater trading liquidity and strategic flexibility. Cumulus' Chairman and CEO, Lew Dickey, commented, "This transaction provides us with a unique opportunity to leverage our proprietary operating systems and technology platform across a vastly expanded national footprint. We'll have the national scope and financial strength necessary to make critical investments in content and technology necessary to compete in today's rapidly evolving media landscape. I look forward to working together with our 4,000 new team members to build Cumulus into a dynamic and nationwide local media company." Jeffrey Marcus, a Partner at Crestview Partners and former CEO of AMFM, Inc. said, "We are pleased to be partnering with Lew Dickey, who we know and respect, as well as his team of talented managers, to create this remarkable national radio platform which we believe will have the scale to effectively compete and, importantly, to invest in the local digital media marketplace." As a result of the merger, each outstanding share of Citadel common stock will be converted into the right to receive, at the election of its holder (subject to certain limitations and adjustments as set forth in the merger agreement), (1) $37.00 in cash or (2) 8.525 shares of Cumulus common stock. Completion of the merger is subject to certain customary closing conditions, including, among other things, approval of the Citadel stockholders, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and regulatory approval from the Federal Communications Commission. Cumulus expects to complete the merger by the end of 2011. Stockholders holding approximately 54% of the voting power of Cumulus common stock have executed a written consent action adopting and approving the issuances of shares in connection with the merger and equity investment (as well as a related amendment to the Cumulus charter) simultaneously with the execution of the definitive merger agreement. No additional Cumulus stockholder action is required to complete the merger. UBS Investment Bank is acting as lead financial advisor to Cumulus, and it also has committed to Cumulus to provide debt financing. Macquarie Capital is also acting as a financial advisor to Cumulus, and it has committed to provide debt and equity financing. Moelis & Company delivered a fairness opinion to the Board of Cumulus. Jones Day is acting as legal counsel to Cumulus in the transaction. Goldman, Sachs & Co. is acting as a financial advisor to Crestview Partners. The Company plans to discuss the merger in its upcoming earnings call on March 14 at 9:00 AM (EST). The dial-in number for this conference call for domestic callers is 877-830-7699, and international callers should dial 660-422-3366 for call access. Please call five to ten minutes in advance to ensure that you are connected prior to the presentation. The call also may be accessed via webcast at http://www.cumulus.com/ About Crestview Partners Founded in 2004 and based in New York, Crestview Partners -- http://www.crestview.com/-- is a value-oriented private equity firm. With approximately $4 billion under management, the firm focuses on the media/cable, healthcare, financial services, and asset management industries. Crestview is led by a group of former partners and leaders in the private equity and media business and senior management of Goldman Sachs and Morgan Stanley. About Macquarie Capital Macquarie Capital comprises Macquarie Group's (ASX: MQG, ADR: MQBKY) corporate advisory, capital markets and principal investing capabilities. Macquarie Capital's expertise spans a variety of industry sectors including telecommunications, media, entertainment and technology, financial institutions, industrials, energy and resources, real estate, infrastructure, utilities and renewables. Macquarie Group has more than 3,700 staff across 31 U.S. locations. About Citadel Citadel Broadcasting Corporation -- http:///www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 59 AM stations in the nation's leading markets, in addition to owning and operating the Citadel Media business, which is among the largest radio networks in the U.S. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company disclosed assets of $1.4 billion and debts of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP served as legal counsel and Lazard Freres & Co. LLC as financial advisor for the restructuring. Kurtzman Carson Consultants served as claims and notice agent. On May 19, 2010, the Court entered an order confirming the Debtors' Second Modified Joint Plan of Reorganization. On June 3, 2010, the Debtors consummated their reorganization and the Plan became effective. * * * As reported by the Troubled Company Reporter on Nov. 30, 2010, Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on Citadel. The rating outlook is stable. "The 'BB-' rating and stable outlook reflect Standard & Poor's Ratings Services' opinion of Citadel's improved financial flexibility following its bankruptcy," said Standard & Poor's credit analyst Michael Altberg. "The elimination of roughly 65% of its debt load should allow the company to generate healthy discretionary cash flow and maintain adequate liquidity despite the potential for longer-term secular declines in radio." On Feb. 22, 2011, the TCR reported that S&P placed its 'BB-' corporate credit rating for Citadel as well as all related issue- level ratings, on CreditWatch with negative implications. The negative CreditWatch listing reflects the potential for a downgrade if the proposed transaction is completed, due to the resulting higher debt leverage and decreased financial flexibility. Citadel carries 'Ba2' Corporate Family Rating from Moody's Investors Service. About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at Sept. 30, 2010, showed $324.06 million in total assets, $673.31 million in total liabilities, and a stockholders' deficit of $349.25 million. Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2' probability-of-default rating, with 'stable' outlook, from Moody's Investors Service. It has 'B-' issuer credit ratings, with 'stable' outlook, from Standard & Poor's. In February 2011, Standard & Poor's revised its rating outlook on Cumulus Media Inc. to positive from stable. "The positive outlook revision reflects the asset and cash flow diversification benefits that Cumulus will gain in acquiring Cumulus Media Partners LLC," said Standard & Poor's credit analyst Andy Liu. Moody's on January 31, 2011, said that there is no operational nor immediate credit impact upon closing of Cumulus Media Inc.'s acquisition of Cumulus Media Partners. Cumulus has operated CMP's radio stations since it was formed in 2006 so there are no meaningful changes to operations. CITADEL BROADCASTING: Briscoe Probes Legal Claims ------------------------------------------------- The Briscoe Law Firm, PLLC and the securities litigation law firm of Powers Taylor, LLP are investigating potential legal claims against the Board of Directors of Citadel Broadcasting Corporation related to the proposed buyout of Citadel Broadcasting by Cumulus Media, Inc. The definitive merger agreement, which was announced on March 10, 2011, involves a transaction valued at approximately $2.4 billion. Under the proposed buyout, Citadel Broadcasting shareholders will elect to receive up to $37.00 in cash or a fixed ratio of 8.525 shares of Cumulus Class A Common Stock for each share of Citadel Broadcasting/CDELA common stock they hold. The transaction is expected to close by the end of 2011. The investigation relates to the fairness of the proposed transaction to Citadel Broadcasting shareholders, possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Citadel Broadcasting for approving this transaction, and whether Citadel Broadcasting's Board of Directors acted in the shareholders' best interests. In addition, the firms seek to determine whether Citadel Broadcasting's Board of Directors obtained the best value for shareholders, adequately considered all viable alternatives, and properly shopped the company before entering into the acquisition agreement. In particular, the firms are investigating whether the proposed price is fair, considering many factors, including that Citadel Broadcasting recently emerged from bankruptcy and reported positive earnings. If you currently own shares of Citadel Broadcasting /CDELA and would like additional information regarding this investigation, or if you have information regarding the allegations involved in this transaction, please contact Patrick Powers at Powers Taylor, LLP, toll free 877-728-9607, via e-mail at patrick@powerstaylor.com, or Willie Briscoe at The Briscoe Law Firm, PLLC toll free 877-397-5991, or via email at WBriscoe@TheBriscoeLawFirm.com. There is no cost or fee to you. The Briscoe Law Firm is a full service business litigation and shareholder rights advocacy firm with more than 20 years of experience in complex litigation matters. Powers Taylor, LLP is a boutique litigation firm that handles a variety of complex business litigation matters nationwide, including claims of investor and stockholder fraud, shareholder oppression, shareholder derivative suits, and security class actions. About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at Sept. 30, 2010, showed $324.06 million in total assets, $673.31 million in total liabilities, and a stockholders' deficit of $349.25 million. Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2' probability-of-default rating, with 'stable' outlook, from Moody's Investors Service. It has 'B-' issuer credit ratings, with 'stable' outlook, from Standard & Poor's. In February 2011, Standard & Poor's revised its rating outlook on Cumulus Media Inc. to positive from stable. "The positive outlook revision reflects the asset and cash flow diversification benefits that Cumulus will gain in acquiring Cumulus Media Partners LLC," said Standard & Poor's credit analyst Andy Liu. Moody's on January 31, 2011, said that there is no operational nor immediate credit impact upon closing of Cumulus Media Inc.'s acquisition of Cumulus Media Partners. Cumulus has operated CMP's radio stations since it was formed in 2006 so there are no meaningful changes to operations. CITADEL BROADCASTING: Robbins Umeda Probes Shareholder Acquisition ------------------------------------------------------------------ Robbins Umeda LLP, a shareholder rights litigation firm, is investigating possible breaches of fiduciary duty and other violations of state law by members of the board of directors of Citadel Broadcasting Corporation in connection with their efforts to sell Citadel Broadcasting to Cumulus Media, Inc. (CMLS 4.70, - 0.40, -7.84%) . If you own stock in Citadel Broadcasting and would like more information about your rights as a shareholder, please contact attorney Gregory E. Del Gaizo at 800-350-6003 or by e-mail at info@robbinsumeda.com. On March 10, 2011, Cumulus announced it has entered into a definitive merger agreement to purchase Citadel Broadcasting. Under the current agreement, each outstanding share of Citadel common stock will be converted into the right to receive, at the election of its holder (subject to certain limitations and adjustments as set forth in the merger agreement): (1) up to $37.00 in cash; or (2) 8.525 shares of Cumulus common stock. The transaction is expected to close by the end of 2011. The investigation seeks to determine whether Citadel Broadcasting's board of directors undertook a fair process to obtain maximum value for its shareholders. Specifically, the investigation concerns whether the board is taking advantage of Citadel Broadcasting's recent emergence from bankruptcy and positive third quarter earnings for 2010 by striking a deal while the stock price is still depressed. Robbins Umeda LLP represents individual and institutional shareholders in derivative, direct, and class action lawsuits. The law firm's skilled litigation teams include former federal prosecutors, former defense counsel from top multinational corporate law firms, and career shareholder rights attorneys. Robbins Umeda LLP has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested. For more information, please go to http://www.robbinsumeda.com. About Citadel Citadel Broadcasting Corporation -- http:///www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 59 AM stations in the nation's leading markets, in addition to owning and operating the Citadel Media business, which is among the largest radio networks in the U.S. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company disclosed assets of $1.4 billion and debts of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP served as legal counsel and Lazard Freres & Co. LLC as financial advisor for the restructuring. Kurtzman Carson Consultants served as claims and notice agent. On May 19, 2010, the Court entered an order confirming the Debtors' Second Modified Joint Plan of Reorganization. On June 3, 2010, the Debtors consummated their reorganization and the Plan became effective. * * * As reported by the Troubled Company Reporter on Nov. 30, 2010, Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on Citadel. The rating outlook is stable. "The 'BB-' rating and stable outlook reflect Standard & Poor's Ratings Services' opinion of Citadel's improved financial flexibility following its bankruptcy," said Standard & Poor's credit analyst Michael Altberg. "The elimination of roughly 65% of its debt load should allow the company to generate healthy discretionary cash flow and maintain adequate liquidity despite the potential for longer-term secular declines in radio." Citadel carries 'Ba2' Corporate Family Rating from Moody's Investors Service. About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at Sept. 30, 2010, showed $324.06 million in total assets, $673.31 million in total liabilities, and a stockholders' deficit of $349.25 million. * * * Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2' probability-of-default rating from Moody's Investors Service. Standard & Poor's Ratings Services early in February revised its rating outlook on Cumulus Media to positive from stable. All ratings on the company, including the 'B-' corporate credit rating, were affirmed. CKE RESTAURANTS: S&P Downgrades Corporate Credit Rating to 'B-' --------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Carpinteria, Calif.-based CKE Restaurants Inc. to 'B-' from 'B'. The outlook is stable. At the same time, Standard & Poor's lowered the issue-level rating on the company's first-lien revolving credit facility to 'B+' from 'BB-'. The '1' recovery rating remains unchanged. Standard & Poor's also lowered the issue-level rating on the second-lien notes to 'B-' from 'B'. The '4' recovery rating on these notes is unchanged. At the same time, Standard & Poor's assigned a 'CCC' issue-level rating to the proposed $175 million notes due 2016. The recovery rating is '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. "The rating actions reflect S&P's view that CKE's leverage and cash flow coverage will deteriorate with the new note issuance," said Standard & Poor's credit analyst Andy Sookram. "S&P believes the company will exercise the pay-in-kind feature under the proposed notes in the near term, leading to a further increase in debt levels in the future. S&P also anticipate that commodity cost inflation in 2011 will have a negative influence on credit measures, which S&P see as being characteristic of a low 'B' rating." The stable outlook incorporates Standard & Poor's expectation that the company will have adequate liquidity and maintain good cushion under financial covenants even if performance declines in 2011 due to commodity cost increases. "S&P could take a negative rating action if operating challenges pressures profitability. An upgrade is unlikely at this time given the company's elevated debt levels." CLAIM JUMPER: Files Liquidating Chapter 11 Plan ----------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Goldcoast Liquidating LLC, formerly Claim Jumper Restaurants LLC before it sold the business, filed a proposed liquidating Chapter 11 plan on March 8. The explanatory disclosure statement, filed at the same time, is scheduled for an April 15 approval hearing. If approved, creditors can vote on the plan. Mr. Rochelle recounts that early in the case when financing was approved, secured lenders carved out $400,000 for unsecured creditors. Claim Jumper sold the chain of 45 Western-themed restaurants to Landry's Restaurants Inc. in a transaction valued at $76.6 million, including $48.3 million cash, the assumption of $23.3 million in debt, and $5 million cash to collateralize existing letters of credit. When the sale concluded, the lenders were paid $37.3 million. The Plan, according to the report, in essence provides for distributing the assets according to priorities in bankruptcy law. For now, the disclosure statement has blanks where creditors ultimately will be told what percentage recovery to expect. There are also blanks listing the total amount of unsecured and subordinated claims. Likewise, there is no projection as yet about the recovery for secured creditors whose claims are listed to be almost $70 million. In addition to $69.5 million in secured debt, Claim Jumper owes $112 million on subordinated notes. About Claim Jumper Irvine, California-based Claim Jumper Restaurants, LLC -- http://www.claimjumper.com/-- operates a chain of casual dining restaurants. It was founded in 1977. It has locations in Arizona, California, Colorado, Illinois, Nevada, Oregon, Washington, and Wisconsin. Claim Jumper filed for Chapter 11 bankruptcy protection on Sept. 10, 2010 (Bankr. D. Del. Case No. 10-12819). The Debtor estimated its assets at $50 million to $100 million and debts at $100 million to $500 million as of the Petition Date. The Debtor's affiliate, Claim Jumper Management, LLC, filed a separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820). Curtis A. Hehn, Esq., James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' local counsel. Milbank, Tweed, Hadley & Mccloy LLP is the Debtors' general bankruptcy counsel. Piper Jaffray & Co. is the Debtors' financial advisors and investment bankers. Kurtzman Carson Consultants LLC is the Debtors' notice, claims and solicitation agent. The Creditors Committee has selected the law firms of Cooley LLP and Klehr Harrison Harvey Branzburg LLP as counsel. In December 2010, Claim Jumper completed the sale its business to Landry's Restaurants Inc., in a transaction valued at $76.6 million. Landry's outbid the offer of holders of mezzanine debt with a winning bid that included $48.3 million cash, the assumption of $23.3 million in debt, and $5 million cash to collateralize existing letters of credit. COLTS RUN: Court Orders for Chapter 11 Trustee to Take Over ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois entered an order directing the appointment of a Chapter 11 trustee to oversee the bankruptcy case of Colts Run LLC. PNC Bank National Association, which asserts a $23,172,000 claim secured by perfected liens in substantially all the assets of the Debtor, requested for the Chapter 11 trustee, due to the Debtor's "misconduct". PNC Bank said in court filings that the Debtor's Colts Run Apartments generated significant net operating income prepetition. Thus, according to the bank, the Debtor should have been able to pay all expenses of operating the property, and also to pay at least part of the indebtedness owed to the bank. The bank discloses that instead, the Debtor: a) failed to pay real estate taxes, requiring bank to pay those taxes to avoid the imposition of a tax lien; b) withdrew funds from the security deposit accounts, in violation of applicable law; c) failed to make any payment whatsoever on account of its indebtedness to the bank from Feb. 1, 2010, through the petition date, and d) notwithstanding the foregoing, made a distribution to holders of equity interests. PNC Bank claims to be the only significant creditor in this single asset case. It is represented by Goldberg Kohn Ltd. About Colts Run, LLC Lake Forest, Illinois-based Colts Run, LLC, owns and operates a residential apartment project located in Lexington, Kentucky, known as Colts Run Apartments. The Company filed for Chapter 11 bankruptcy protection on April 23, 2010 (Bankr. N.D. Ill. Case No. 10-18071). David K. Welch, Esq., at Crane Heyman Simon Welch & Clar, represents the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million as of the Petition Date. CORNERSTONE BANCSHARES: Incurs $2.96-Mil. Loss in Dec. 31 Qtr. -------------------------------------------------------------- Cornerstone Bancshares, Inc., reported a net loss of $5.28 million on $5.44 million of total interest income for the three months ended Dec. 31, 2010, compared with a net loss of $2.96 million on $6.61 million of total interest income for the same period during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $441.50 million in total assets, $415.68 million in total liabilities, and $25.82 million in total stockholders' equity. "I am greatly encouraged by the positive trends and significant improvements made year-over-year," said Cornerstone's President Frank Hughes. "We had positive cash-flow from operating activities all four quarters of 2010, which was a dramatic turnaround from the previous year," he said. "Given our bank's conservative loan loss allowance approach and our improved asset quality position, management expects minimal loan loss provision expense for 2011, which should translate positively to net income and greater value for all of Cornerstone's stakeholders." A full-text copy of the press release announcing the financial results is available for free at: http://ResearchArchives.com/t/s?74ca About Cornerstone Bancshares Chattanooga, Tenn.-based Cornerstone Bancshares, Inc. is a bank holding company. Its wholly-owned subsidiary, Cornerstone Community Bank, is a Tennessee-chartered commercial bank with five full-service banking offices located in Hamilton County, Tennessee. Going Concern Doubt As reported in the Troubled Company Reporter on April 6, 2010, Hazlett, Lewis & Bieter, PLLC, in Chattanooga, Tenn., 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 Dec. 31, 2009. The independent auditors noted that the Company was not in compliance with certain of its debt covenants at Dec. 31, 2009. In addition, as of Dec. 31, 2009, Cornerstone Community Bank was restricted from paying dividends to the Company due to the Bank's recent operating losses and the Bank's reduced capital levels. Consent Order The Company disclosed in 10-Q for the quarter ended June 30, 2010, that following the issuance of a written report by the Federal Deposit Insurance Corporation and the Tennessee Department of Financial Institutions concerning their joint examination of Cornerstone Community Bank in October 2009, the Bank entered a consent order with the FDIC on April 2, 2010, and a written agreement with the TDFI on April 8, 2010, each concerning areas of the Bank's operations identified in the report as warranting improvement and presenting substantially similar plans for making those improvements. The consent order and written agreement, which the Company collectively refers to as the "Action Plans", convey specific actions needed to address certain findings from the joint examination and to address the Company's current financial condition. The Action Plans contain a list of strict requirements ranging from a capital directive, which requires the Company to achieve and maintain minimum regulatory capital levels in excess of the statutory minimums to be well-capitalized, to developing a liquidity risk management and contingency funding plan, in connection with which the Company will be subject to limitations on the maximum interest rates it can pay on deposit accounts. The Action Plans also contain restrictions on future extensions of credit and requires the development of various programs and procedures to improve the Company's asset quality as well as routine reporting on its progress toward compliance with the Action Plans to the Board of Directors, the FDIC and the TDFI. As of April 2, 2010, the date of the Action Plans, the Bank was deemed to be "adequately capitalized." CORONELLA PROPERTIES: Riley Law Group Remains in Case ----------------------------------------------------- Bankruptcy Judge Joan N. Feeney denied a motion by Maryclare Flannery, Pro Se Party of Interest, Partner, and 50% Member of Coronella Properties, LLC, asking the Court to withdraw its order dated Nov. 19, 2010, approving the Chapter 7 trustee's application to employ Lynne F. Riley, Esq., and Riley Law Group, LLC as Successor Counsel in the case. The Court said the request is devoid of merit. A copy of Judge Feeney's March 3 order is available at http://is.gd/KUvRY0from Leagle.com Coronella Properties, LLC, filed a voluntary Chapter 11 petition (Bankr. D. Mass. Case No. 06-13886) on Oct. 26, 2006, disclosing between $1 million and $100 million in both assets and debts. James Coronella signed the petition as Manager. The Debtor formerly operated an inn known as the Inn at Scituate Harbor, located at 7 Beaver Dam Road in Scituate, Massachusetts. The Stephen E. Shamban Law Offices, P.C., served as bankruptcy counsel. On Oct. 22, 2007, the Court authorized the appointment of a Chapter 11 Trustee, and, the next day, the United States Trustee appointed Lynne F. Riley the Chapter 11 Trustee. On April 9, 2008, pursuant to the Chapter 11 Trustee's Motion to Convert, the Court converted the Debtor's Chapter 11 case to a case under Chapter 7. The conversion of the case to Chapter 7 followed the foreclosure sale of the Debtor's hospitality business and real property in February 2008. Following the conversion, the Untied States Trustee appointed Lynne F. Riley the Chapter 7 Trustee. After her appointment, the Chapter 7 Trustee obtained authority to employ Altman Riley Esher LLP as her counsel. The Court granted the Application on Sept. 16, 2008. CRYOPORT INC: Agreement With Federal Express Kept Confidential -------------------------------------------------------------- CryoPort, Inc., submitted an application under Rule 24b-2 requesting confidential treatment for information it excluded from the exhibits to a Form 10-Q filed on Nov. 9, 2010. Based on representations by CryoPort, Inc., that this information qualifies as confidential commercial or financial information under the Freedom of Information Act, 5 U.S.C. 552(b)(4), the Division of Corporation Finance has determined not to publicly disclose it. Accordingly, the agreement between the Company and Federal Express Corporation will not be released to the public until Jan. 13, 2013. About CryoPort Inc. Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB: CYRXD) -- http://www.cryoport.com/-- provides innovative cold chain frozen shipping system dedicated to providing superior, affordable cryogenic shipping solutions that ensure the safety, status and temperature of high value, temperature sensitive materials. The Company has developed a line of cost-effective reusable cryogenic transport containers capable of transporting biological, environmental and other temperature sensitive materials at temperatures below 0-degree Celsius. At Sept. 30, 2010, the Company had total assets of $5.37 million, total liabilities of $5.53 million, and a stockholders' deficit of $153,700. KMJ Corbin & Company LLP expressed substantial doubt about CryoPort's ability to continue as a going concern, following the Company's 2009 results. The firm noted that the Company has incurred recurring losses and negative cash flows from operations since inception. CUMULUS MEDIA: Inks $2.4BB Deal to Acquire Citadel -------------------------------------------------- Cumulus Media Inc. said Thursday it has entered into a definitive merger agreement to purchase Citadel Broadcasting Corporation, under which Cumulus would acquire all of the outstanding common stock and warrants of Citadel at a price of $37.00 per share. This consideration is payable in cash and shares of Cumulus stock, and values Citadel as an enterprise at approximately $2.4 billion. Citadel owns and operates 225 radio stations in over 50 markets and also operates the Citadel Media business, which is among the largest radio networks in the U.S. Cumulus, which previously announced the pending acquisition of the remaining equity interests of Cumulus Media Partners LLC it does not currently own, also expects to complete a refinancing of all of the outstanding debt of Cumulus, Citadel and CMP in conjunction with the proposed merger. Cumulus has obtained commitments for up to $500 million in equity financing from Crestview Partners and Macquarie Capital, and commitments from a group of banks for up to $2.525 billion in senior secured credit facilities and $500 million in senior note bridge financing, the proceeds of which will be used to pay the cash portion of the merger consideration, and effect the refinancings. Cumulus anticipates that the merger, after giving effect to anticipated synergies, will be accretive relative to Cumulus' current Adjusted EBITDA trading multiple. After giving effect to the proposed acquisition, Cumulus would own 572 radio stations across approximately 120 U.S. markets. A combination of Cumulus and Citadel, together with CMP, would provide Cumulus with the following benefits: * true national platform with approximately 120 markets, including 8 of the top 10; * critical mass necessary to effectively compete and invest in the local digital media marketplace; * network distribution for the syndication of content and technology assets; * estimated synergies of at least $50 million with a capitalized value of approximately $1.50 to $2.00 per share; * optimal platform for further consolidation and increased vertical integration; * lower overall leverage and a simplified capital structure; And * significantly enhanced equity market capitalization for Cumulus, which would provide greater trading liquidity and strategic flexibility. Cumulus' Chairman and CEO, Lew Dickey, commented, "This transaction provides us with a unique opportunity to leverage our proprietary operating systems and technology platform across a vastly expanded national footprint. We'll have the national scope and financial strength necessary to make critical investments in content and technology necessary to compete in today's rapidly evolving media landscape. I look forward to working together with our 4,000 new team members to build Cumulus into a dynamic and nationwide local media company." Jeffrey Marcus, a Partner at Crestview Partners and former CEO of AMFM, Inc. said, "We are pleased to be partnering with Lew Dickey, who we know and respect, as well as his team of talented managers, to create this remarkable national radio platform which we believe will have the scale to effectively compete and, importantly, to invest in the local digital media marketplace." As a result of the merger, each outstanding share of Citadel common stock will be converted into the right to receive, at the election of its holder (subject to certain limitations and adjustments as set forth in the merger agreement), (1) $37.00 in cash or (2) 8.525 shares of Cumulus common stock. Completion of the merger is subject to certain customary closing conditions, including, among other things, approval of the Citadel stockholders, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and regulatory approval from the Federal Communications Commission. Cumulus expects to complete the merger by the end of 2011. Stockholders holding approximately 54% of the voting power of Cumulus common stock have executed a written consent action adopting and approving the issuances of shares in connection with the merger and equity investment (as well as a related amendment to the Cumulus charter) simultaneously with the execution of the definitive merger agreement. No additional Cumulus stockholder action is required to complete the merger. UBS Investment Bank is acting as lead financial advisor to Cumulus, and it also has committed to Cumulus to provide debt financing. Macquarie Capital is also acting as a financial advisor to Cumulus, and it has committed to provide debt and equity financing. Moelis & Company delivered a fairness opinion to the Board of Cumulus. Jones Day is acting as legal counsel to Cumulus in the transaction. Goldman, Sachs & Co. is acting as a financial advisor to Crestview Partners. The Company plans to discuss the merger in its upcoming earnings call on March 14 at 9:00 AM (EST). The dial-in number for this conference call for domestic callers is 877-830-7699, and international callers should dial 660-422-3366 for call access. Please call five to ten minutes in advance to ensure that you are connected prior to the presentation. The call also may be accessed via webcast at http://www.cumulus.com/ About Crestview Partners Founded in 2004 and based in New York, Crestview Partners -- http://www.crestview.com/-- is a value-oriented private equity firm. With approximately $4 billion under management, the firm focuses on the media/cable, healthcare, financial services, and asset management industries. Crestview is led by a group of former partners and leaders in the private equity and media business and senior management of Goldman Sachs and Morgan Stanley. About Macquarie Capital Macquarie Capital comprises Macquarie Group's (ASX: MQG, ADR: MQBKY) corporate advisory, capital markets and principal investing capabilities. Macquarie Capital's expertise spans a variety of industry sectors including telecommunications, media, entertainment and technology, financial institutions, industrials, energy and resources, real estate, infrastructure, utilities and renewables. Macquarie Group has more than 3,700 staff across 31 U.S. locations. About Citadel Citadel Broadcasting Corporation -- http:///www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 59 AM stations in the nation's leading markets, in addition to owning and operating the Citadel Media business, which is among the largest radio networks in the U.S. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company disclosed assets of $1.4 billion and debts of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP served as legal counsel and Lazard Freres & Co. LLC as financial advisor for the restructuring. Kurtzman Carson Consultants served as claims and notice agent. On May 19, 2010, the Court entered an order confirming the Debtors' Second Modified Joint Plan of Reorganization. On June 3, 2010, the Debtors consummated their reorganization and the Plan became effective. * * * As reported by the Troubled Company Reporter on Nov. 30, 2010, Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on Citadel. The rating outlook is stable. "The 'BB-' rating and stable outlook reflect Standard & Poor's Ratings Services' opinion of Citadel's improved financial flexibility following its bankruptcy," said Standard & Poor's credit analyst Michael Altberg. "The elimination of roughly 65% of its debt load should allow the company to generate healthy discretionary cash flow and maintain adequate liquidity despite the potential for longer-term secular declines in radio." On Feb. 22, 2011, the TCR reported that S&P placed its 'BB-' corporate credit rating for Citadel as well as all related issue- level ratings, on CreditWatch with negative implications. The negative CreditWatch listing reflects the potential for a downgrade if the proposed transaction is completed, due to the resulting higher debt leverage and decreased financial flexibility. Citadel carries 'Ba2' Corporate Family Rating from Moody's Investors Service. About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at Sept. 30, 2010, showed $324.06 million in total assets, $673.31 million in total liabilities, and a stockholders' deficit of $349.25 million. Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2' probability-of-default rating, with 'stable' outlook, from Moody's Investors Service. It has 'B-' issuer credit ratings, with 'stable' outlook, from Standard & Poor's. In February 2011, Standard & Poor's revised its rating outlook on Cumulus Media Inc. to positive from stable. "The positive outlook revision reflects the asset and cash flow diversification benefits that Cumulus will gain in acquiring Cumulus Media Partners LLC," said Standard & Poor's credit analyst Andy Liu. Moody's on January 31, 2011, said that there is no operational nor immediate credit impact upon closing of Cumulus Media Inc.'s acquisition of Cumulus Media Partners. Cumulus has operated CMP's radio stations since it was formed in 2006 so there are no meaningful changes to operations. CUMULUS MEDIA: Robbins Umeda Probes Citadel Acquisition ------------------------------------------------------- Robbins Umeda LLP, a shareholder rights litigation firm, is investigating possible breaches of fiduciary duty and other violations of state law by members of the board of directors of Citadel Broadcasting Corporation in connection with their efforts to sell Citadel Broadcasting to Cumulus Media, Inc. (CMLS 4.70, - 0.40, -7.84%) . If you own stock in Citadel Broadcasting and would like more information about your rights as a shareholder, please contact attorney Gregory E. Del Gaizo at 800-350-6003 or by e-mail at info@robbinsumeda.com. On March 10, 2011, Cumulus announced it has entered into a definitive merger agreement to purchase Citadel Broadcasting. Under the current agreement, each outstanding share of Citadel common stock will be converted into the right to receive, at the election of its holder (subject to certain limitations and adjustments as set forth in the merger agreement): (1) up to $37.00 in cash; or (2) 8.525 shares of Cumulus common stock. The transaction is expected to close by the end of 2011. The investigation seeks to determine whether Citadel Broadcasting's board of directors undertook a fair process to obtain maximum value for its shareholders. Specifically, the investigation concerns whether the board is taking advantage of Citadel Broadcasting's recent emergence from bankruptcy and positive third quarter earnings for 2010 by striking a deal while the stock price is still depressed. Robbins Umeda LLP represents individual and institutional shareholders in derivative, direct, and class action lawsuits. The law firm's skilled litigation teams include former federal prosecutors, former defense counsel from top multinational corporate law firms, and career shareholder rights attorneys. Robbins Umeda LLP has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested. For more information, please go to http://www.robbinsumeda.com. About Citadel Citadel Broadcasting Corporation -- http:///www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 59 AM stations in the nation's leading markets, in addition to owning and operating the Citadel Media business, which is among the largest radio networks in the U.S. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company disclosed assets of $1.4 billion and debts of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP served as legal counsel and Lazard Freres & Co. LLC as financial advisor for the restructuring. Kurtzman Carson Consultants served as claims and notice agent. On May 19, 2010, the Court entered an order confirming the Debtors' Second Modified Joint Plan of Reorganization. On June 3, 2010, the Debtors consummated their reorganization and the Plan became effective. * * * As reported by the Troubled Company Reporter on Nov. 30, 2010, Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on Citadel. The rating outlook is stable. "The 'BB-' rating and stable outlook reflect Standard & Poor's Ratings Services' opinion of Citadel's improved financial flexibility following its bankruptcy," said Standard & Poor's credit analyst Michael Altberg. "The elimination of roughly 65% of its debt load should allow the company to generate healthy discretionary cash flow and maintain adequate liquidity despite the potential for longer-term secular declines in radio." Citadel carries 'Ba2' Corporate Family Rating from Moody's Investors Service. About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at Sept. 30, 2010, showed $324.06 million in total assets, $673.31 million in total liabilities, and a stockholders' deficit of $349.25 million. * * * Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2' probability-of-default rating from Moody's Investors Service. Standard & Poor's Ratings Services early in February revised its rating outlook on Cumulus Media to positive from stable. All ratings on the company, including the 'B-' corporate credit rating, were affirmed. CUMULUS MEDIA: Briscoe Probes Legal Claims Against Citadel ---------------------------------------------------------- The Briscoe Law Firm, PLLC and the securities litigation law firm of Powers Taylor, LLP are investigating potential legal claims against the Board of Directors of Citadel Broadcasting Corporation related to the proposed buyout of Citadel Broadcasting by Cumulus Media, Inc. The definitive merger agreement, which was announced on March 10, 2011, involves a transaction valued at approximately $2.4 billion. Under the proposed buyout, Citadel Broadcasting shareholders will elect to receive up to $37.00 in cash or a fixed ratio of 8.525 shares of Cumulus Class A Common Stock for each share of Citadel Broadcasting/CDELA common stock they hold. The transaction is expected to close by the end of 2011. The investigation relates to the fairness of the proposed transaction to Citadel Broadcasting shareholders, possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Citadel Broadcasting for approving this transaction, and whether Citadel Broadcasting's Board of Directors acted in the shareholders' best interests. In addition, the firms seek to determine whether Citadel Broadcasting's Board of Directors obtained the best value for shareholders, adequately considered all viable alternatives, and properly shopped the company before entering into the acquisition agreement. In particular, the firms are investigating whether the proposed price is fair, considering many factors, including that Citadel Broadcasting recently emerged from bankruptcy and reported positive earnings. If you currently own shares of Citadel Broadcasting /CDELA and would like additional information regarding this investigation, or if you have information regarding the allegations involved in this transaction, please contact Patrick Powers at Powers Taylor, LLP, toll free 877-728-9607, via e-mail at patrick@powerstaylor.com, or Willie Briscoe at The Briscoe Law Firm, PLLC toll free 877-397-5991, or via email at WBriscoe@TheBriscoeLawFirm.com. There is no cost or fee to you. The Briscoe Law Firm is a full service business litigation and shareholder rights advocacy firm with more than 20 years of experience in complex litigation matters. Powers Taylor, LLP is a boutique litigation firm that handles a variety of complex business litigation matters nationwide, including claims of investor and stockholder fraud, shareholder oppression, shareholder derivative suits, and security class actions. About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at Sept. 30, 2010, showed $324.06 million in total assets, $673.31 million in total liabilities, and a stockholders' deficit of $349.25 million. Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2' probability-of-default rating, with 'stable' outlook, from Moody's Investors Service. It has 'B-' issuer credit ratings, with 'stable' outlook, from Standard & Poor's. In February 2011, Standard & Poor's revised its rating outlook on Cumulus Media Inc. to positive from stable. "The positive outlook revision reflects the asset and cash flow diversification benefits that Cumulus will gain in acquiring Cumulus Media Partners LLC," said Standard & Poor's credit analyst Andy Liu. Moody's on January 31, 2011, said that there is no operational nor immediate credit impact upon closing of Cumulus Media Inc.'s acquisition of Cumulus Media Partners. Cumulus has operated CMP's radio stations since it was formed in 2006 so there are no meaningful changes to operations. CUMULUS MEDIA: Richard Denning Owns 94,112 Common Shares -------------------------------------------------------- In a Form 3 filing with the U.S. Securities and Exchange Commission, Richard Denning, SVP secretary general counsel at Cumulus Media Inc., disclosed that he beneficially owns 94,112 shares of Class A common stock of the Company. Mr. Denning also disclosed that he has an option to buy 24,750 shares of Class A common stock, which option will expire on Dec. 30, 2018. The option vests as follows: 50% on Dec. 30, 2010, 25% on Dec. 30, 2011, and 25% on Dec. 30, 2012. About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company's balance sheet at Sept. 30, 2010, showed $324.06 million in total assets, $673.31 million in total liabilities, and a stockholders' deficit of $349.25 million. Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2' probability-of-default rating, with 'stable' outlook, from Moody's Investors Service. It has 'B-' issuer credit ratings, with 'stable' outlook, from Standard & Poor's. In February 2011, Standard & Poor's revised its rating outlook on Cumulus Media Inc. to positive from stable. "The positive outlook revision reflects the asset and cash flow diversification benefits that Cumulus will gain in acquiring Cumulus Media Partners LLC," said Standard & Poor's credit analyst Andy Liu. Moody's on Jan. 31, 2011, said that there is no operational nor immediate credit impact upon closing of Cumulus Media Inc.'s acquisition of Cumulus Media Partners. Cumulus has operated CMP's radio stations since it was formed in 2006 so there are no meaningful changes to operations. DAVID BROWN: Creditors Want to Take Properties ---------------------------------------------- Danielle Harling at HipHop DX reports that creditors are asking the bankruptcy court to lift the shield of bankruptcy guarding the Tennessee rapper. According to the Wall Street Journal several companies including Wells Fargo Financial Tennessee Inc., Ally Financial Inc., and Select Portfolio Servicing are all looking to seize property from Young Buck. HipHop DX also reports that Young Buck has recently been indicted on a gun charge and could possibly face 10 years in prison. Young Buck filed for Chapter 13 bankruptcy in 2010. In January 2011, a federal judge converted the bankruptcy proceedings of Nashville rapper Young Buck, whose real name is David Darnell Brown, to Chapter 11 bankruptcy proceeding. The ruling comes as Well Fargo is attempting to repossess the Mr. Buck's BMW over missed payments. Jeanne Burton was named Chapter 11 trustee in Young Buck's case. DAVIE YARDS: Obtains April 1 Extension of CCAA Stay Order --------------------------------------------------------- Davie Yards has obtained an order from the Quebec Superior Court extending the stay of proceedings ordered by the Court to April 1, 2011, the whole pursuant to the Companies' Creditors Arrangement Act. Davie is making progress in its discussions with potential investors, but still needs time to conclude an exclusivity agreement with one of them. The extension will also allow Davie to continue working on its response to the request for proposals to become one of the two selected shipyards under the National Shipbuilding Procurement Strategy. Davie has also secured interim financing required to continue its restructuring efforts through the extension. The Company has obtained confirmation that, subject to the approval of the required authorities, the Quebec Government will provide interim financing to a maximum of $ 1.8 million to meet the cash requirements for the duration of the extension. "We truly appreciate the support of the Quebec Government", said the President and CEO of Davie, Mr. Gustav Johan Nydal. He continued, "This support is critical to continue the process to find a solution, so the yard can eventually bring its 1500 employees back to work and get a share of the $35B federal contracts". The Court also granted Davie an extension of the exemption to hold its shareholders' meeting until June 30, 2011. About Davie Yards Davie Yards Inc. owns and operates the Davie yard in Quebec. With over 185 years of operating experience, the shipyard is the largest in Canada and among the largest and most sophisticated in North America. The Corporation has a focus on building large and complex offshore service vessels and rigs, and other sophisticated vessels for commercial and governmental use. DEEP DOWN: Restates 2010 Form 10-Qs Due to Errors ------------------------------------------------- Deep Down, Inc., filed on March 8, 2011, Amendment No. 1 to its quarterly report on Form 10-Q for the three months ended Sept. 30, 2010, as filed with the Securities and Exchange Commission on Nov. 19, 2010. In conjunction with an internal review meeting of Flotation Technologies, Inc., a Maine corporation and a wholly owned subsidiary of the Company, management of the Company reviewed the status of one of its long-term fixed price contracts that was entered into by the Company in November of 2008 and is scheduled to be completed in the third quarter of 2011. As a result of this review, management identified errors in the percentage of completion accounting model for revenue recognition pertaining to this Contract. On Jan. 14, 2011, the Audit Committee of the Company's Board of Directors concluded, based on recommendations from management, that, as a result of these errors, the Company's unaudited interim consolidated financial statements for the quarterly periods ended March 31, 2010, June 30, 2010, and Sept. 30, 2010, should no longer be relied on and should be restated. The Company considered the effect of the error to be immaterial to the consolidated financial statements as of and for the year ended Dec. 31, 2009. The Company reported a net loss of $4.4 million on $10.4 million of revenues for the three months ended Sept. 30, 2010, compared with a net loss of $2.5 million on $8.0 million of revenues for the same period of 2009. The Company's balance sheet at Sept. 30, 2010, showed $49.3 million in total assets, $16.8 million in total liabilities, and stockholders' equity of $32.5 million. "The Whitney National Bank Amended and Restated Credit Agreement becomes due on April 15, 2011, and we will need to raise additional debt or equity capital or renegotiate the existing debt prior to the expiration date," the Company said in the filing. "Therefore, we are currently in discussions with several lenders who have expressed interest in refinancing our debt. Our plan is to refinance the debt under the Whitney New Agreement in conjunction with obtaining financing to consummate the purchase of Cuming Corporation. We cannot provide any assurance that any financing will be available to us in the future on acceptable terms or at all. If we are unable to raise additional capital or renegotiate our existing debt, this would have a material adverse impact on our business or would raise substantial doubt about our ability to continue as a going concern." "Historically, as of Sept. 30, 2010, we were in compliance with all financial covenants under our credit agreement with Whitney. However, due to the Restatement adjustments, the leverage ratio and the fixed charge coverage ratio are out of compliance as of Sept. 30, 2010. Under the terms of the New Agreement, Whitney could accelerate and immediately require all amounts outstanding under the New Agreement to become due on the basis of such noncompliance." A full-text copy of the Form 10-Q/A for the three months ended Sept. 30, 2010, is available for free at: http://researcharchives.com/t/s?74cf A full-text copy of the Form 10-Q/A for the three months ended June 30, 2010, is available for free at: http://researcharchives.com/t/s?74d0 A full-text copy of the Form 10-Q/A for the three months ended March 31, 2010, is available for free at: http://researcharchives.com/t/s?74ce v Houston, Tex.-based Deep Down, Inc. -- http://www.deepdowncorp.com/-- is an oilfield services company specializing in complex deepwater and ultra-deepwater oil production distribution system support services, serving the worldwide offshore exploration and production industry. DELUXE CORP: S&P Affirms 'BB-' Rating, Gives Stable Outlook ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB-' rating on St. Paul, Minn.-based Deluxe Corp. The outlook is stable. At the same, S&P assigned the company's proposed $200 million notes due 2021 S&P's issue-level rating of 'BB-' (at the same level as the 'BB-' corporate credit rating on the company) with a recovery rating of '4'. The '4' recovery rating indicates S&P's expectations for average (30%-50%) recovery for noteholders in the event of a payment default. (For the recovery analysis, see Standard & Poor's recovery report on Deluxe Corp., to be published on RatingsDirect as soon as possible following the release of this report.) The company intends to use the proceeds from the new notes to refinance its existing $280 million 5% notes due 2012. In addition, S&P revised its recovery rating on the company's 7.375% senior notes due 2015 to '4' (indicating its expectation for 30% to 50% recovery) from '3' (50% to 70%). The issue-level rating on this debt was affirmed at 'BB-'. The 'BB-' rating reflects intermediate- and long-term operating challenges to Deluxe's business segments. In S&P's view, the company has a weak business risk profile, principally because of the significant risks of continued secular declines and keen competition in the check printing sector, which accounted for 64% of 2010 fiscal year revenues. S&P's business risk assessment also reflects the vulnerability of the Small Business Services segment to economic cycles. S&P views the financial risk profile as significant, based on leverage that will enable the company to absorb operating weakness at the current rating level, as well as provide some capacity for acquisitions. DILLARD LAND: Judge Sacca Dismisses Chapter 11 Case --------------------------------------------------- The Hon. James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia dismissed the Chapter 11 case of Dillard Land Investments LLC, at the behest of 1615 Johnson Road LLC. 1615 Johnson Road is the legal assignee and owner of the first priority debt encumbering a certain tract of real property in Fulton county and known as 1615 Johnson Road. The property consists of 25 acres of land improved with a 66,000 square foot building. 1615 Johnson is assignee of a debt on account of a $3 million loan made by Horizon Bank to the Debtor in March 2005. The loan was used to purchase the property. 1615 Johnson also purchased a promissory note the Debtor executed in favor of Haven Trust Bank in September 2007. The $5 million note was set to mature Oct. 1, 2008. A certain deed to secure the indebtedness was executed in connection with the note. 1615 Johnson claims that the Debtor couldn't afford to make the interest payments required under the loan documents. 1615 Johnson says that the Debtor, solely in an attempt to frustrate and prevent the foreclosure of the property, filed its Chapter 11 petition, approximately just 21 minutes prior to the scheduled call of the foreclosure. According to 1615 Johnson, while the Debtor has hoped to develop the property into some sort of residential or mixed-use community, the property has sat vacant for the past five years. The Debtor conducts no operations whatsoever on the property and has allowed the property to become an eyesore and, in effect, a tire dump. 1615 Johnson is represented by Mahaffey Pickens Tucker, LLP. About Dillard Land Atlanta, Georgia-based Dillard Land Investments, LLC, filed for Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. N.D. Ga. Case No. 10-86573). Herbert C. Broadfoot, II, Esq., at Ragsdale, Beals, Seigler, et al., assists the Debtor in its restructuring effort. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million as of the Petition Date. DOLPHIN DIGITAL: Engages RBSM LLP as Independent Accountant ----------------------------------------------------------- On Feb. 23, 2011, Jewett, Schwartz, Wolfe & Associates advised Dolphin Digital Media, Inc., that its audit practice was acquired by RBSM LLP, an independent registered public accounting firm, and that, accordingly, JSW was resigning as the Company's independent registered public accounting firm. Except as noted in the following paragraph, the reports of JSW on the Company's financial statements for the years ended Dec. 31, 2009 and 2008 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of JSW on the Company's consolidated financial statements as of and for the years ended Dec. 31, 2009 and 2008, contained an explanatory paragraph which noted that there was substantial doubt as to the Company's ability to continue as a going concern due to a deficit in working capital and incurring significant losses. During the years ended Dec. 31, 2009 and 2008 through Feb. 23, 2011, the Company has not had any disagreements with JSW on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to JSW's satisfaction, would have caused them to make reference thereto in their reports on the Company's financial statements for such periods. During the years ended Dec. 31, 2009 and 2008 through Feb. 23, 2011, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K. On Feb. 24, 2011, the Company engaged RBSM LLP as its independent registered public accounting firm for the Company's fiscal year ended Dec. 31, 2010. The decision to engage RBSM as the Company's independent registered public accounting firm was approved by the Company's Board of Directors. During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with RBSM regarding either: 1. the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or 2. any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K). About Dolphin Digital Miami, Fla.-based Dolphin Digital Media, Inc (OTC BB: DPDM) -- http://www.dolphindigitalmedia.com/-- is a creator of secure social networking websites for children utilizing ground breaking fingerprint identification technology. The Company's balance sheet at Sept. 30, 2010, showed $2.26 million in total assets, $3.53 million in total liabilities, and a stockholders' deficit of $1.27 million. "As of Sept. 30, 2010 the Company recorded an accumulated deficit of approximating $30.16 million. Further, the Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders," the Company said in its latest Form 10- Q. Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida, expressed substantial doubt about Dolphin Digital's ability to continue as a gong concern, following the Company's 2009 results. The independent auditors noted that the Company has operating and liquidity concerns, has incurred net losses approximating $27,500,000 as of Dec. 31, 2009. DULUTH ECONOMIC: S&P Gives Stable Outlook on $48.8 Mil. Bonds ------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook to stable from negative on the Duluth Economic Development Authority, Minn.'s $48.8 million series 2002 hospital revenue bonds, issued for St. Luke's Hospital of Duluth. Standard & Poor's also affirmed its 'BB-' long-term rating on the bonds. "The outlook revision reflects St. Luke's improving balance sheet, coupled with its elimination of reliance on a line of credit to meet its cash-on-hand covenant for unaudited fiscal 2010," said Standard & Poor's credit analyst Suzie Desai. The 'BB-' rating reflects S&P's assessment of the hospital's: * Light but improving operational liquidity of 48 days' cash on hand for the obligated group as of Dec. 31, 2010, with ongoing cash demands for pension funding, capital expenditures, and debt service; * Moderately high leverage ratio of 60% as of Dec. 31, 2010; and * Uneven, though positive, operating performance levels in recent years (however, payments for prior-year settlements for both Medicaid and disproportionate share funds supported 2010 positive performance). St. Luke's, in Duluth, consists of the 267-bed hospital, the St. Luke's Foundation, Lake View Memorial Hospital, a critical-access hospital located in Two Harbors, Minn., and physician joint ventures that include Northern Imaging of Duluth (in which St. Luke's has a 21% interest) and Pavilion Surgery Center (a 50% interest). DUPONT FABROS: S&P Assigns 'B-' Rating to $90 Mil. Preferred Stock ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B-' issue rating to the $90 million 7.625% series B preferred stock issued by DuPont Fabros Technology Inc. The company plans to use proceeds from the offering, together with borrowings under its revolving credit facility, to fund the development of the second phase of its CH1 data center in Elk Grove Village, Ill. As of Feb. 28, 2011, the space was 50% preleased (up from 29% as of Feb. 8, 2011). The series B preferred stock does not have a maturity date, but is callable by the company on or after March 15, 2016. The security also has a conversion into common and redemption provision that could be invoked by its holders if a change of control occurs. S&P's ratings on DuPont Fabros reflect the company's fair business risk profile. The company's core portfolio exhibits moderate tenant concentration, but remains well-leased to a renter base with generally good credit quality. S&P views the company's financial profile as aggressive due to its weak fixed-charge coverage (in the 1.5x area pro forma for the recent transaction) and aggressive development appetite. However, S&P notes that leverage (with preferred stock as debt) on a cost basis is a moderate 40% (pro forma for the recent transaction). S&P also believe that liquidity-which is supported by a sizable cash balance of $227 million (as of Dec. 31, 2010), full availability on a $100 million revolver, and a lack of near-term debt maturities-is adequate to cover the company's near-term capital needs. As of Feb. 8, 2011, DuPont Fabros owned and operated eight data centers, seven of which were 100% leased. In the fourth quarter, the company placed the first phase of its NJ1 facility (22% leased) into service and maintained a development pipeline consisting of two first-phase projects. S&P's stable outlook on the company reflects its expectation that its well-leased core portfolio, which has very manageable lease expirations and contractual rent increases, along with expected revenue contributions from the lease-up of new facilities, will provide modest contributions to cash flows. S&P also expect that management will continue to fund development in a balanced manner and maintain adequate liquidity. Rating List DuPont Fabros Technology Inc. Corporate credit BB-/Stable/-- Rating Assigned DuPont Fabros Technology Inc. Series B preferred stock B- DYNEGY INC: Warns of Potential Chapter 11 Filing ------------------------------------------------ Dynegy Inc. warned shareholders on Tuesday that it might be forced into bankruptcy if it is unable to renegotiate the terms of its existing debt. "Our financing agreements governing our debt obligations require us to satisfy specific financial covenants. Using the latest available forward commodity price curves and considering our current derivative contracts, we project that it is likely that we will not be able to comply with our EBITDA to Consolidated Interest Expense covenant, particularly in the third and fourth quarters of 2011," the Company said in its annual report on Form 10-K. "Our failure to comply with the financial covenants would have a material adverse impact on our business, financial condition, results of operations and cash flows. If we are unable to successfully execute our plan to amend or replace our Credit Facility or otherwise obtain additional sources of liquidity, it may be necessary for us to seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code, or an involuntary petition for bankruptcy may be filed against us." The Company explained in the filing with the U.S. Securities and Exchange Commission that as of Dec. 31, 2011, the Company was in compliance with its maintenance covenants, i.e. obligations relating to ongoing financial covenants include the maintenance of specified financial ratios regarding Secured Debt to EBITDA and EBITDA to Consolidated Interest Expense. The Company, however, project that it is likely that it will not be able to comply with its EBITDA to Consolidated Interest Expense covenant particularly in the third and fourth quarters of 2011. At Dec. 31, 2010, the Company has the following obligations outstanding under the Credit Facility: * $68 million due April 2013 under the Term Loan B; * $850 million due April 2013 under the Term Facility (fully collateralized by $850 million of non-current restricted cash); and * $375 million in issued letters of credit. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE:DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. The Troubled Company Reporter has chronicled Dynegy's attempts to sell itself. In August 2010, Dynegy struck a deal to be acquired by an affiliate of The Blackstone Group at $4.50 a share or roughly $4.7 billion. That offer was raised to $5.00 a share in November. Through Icahn and Seneca's efforts, shareholders thumbed down both offers. On December 22, 2010, an affiliate of IEP commenced a tender offer to purchase all of the outstanding shares of Dynegy common stock for $5.50 per share in cash, or roughly $665 million in the aggregate. Goldman, Sachs & Co. and Greenhill & Co., LLC, are serving as financial advisors and Sullivan & Cromwell LLP is serving as legal counsel to Dynegy. The Company's balance sheet at Dec. 31, 2010, showed $10.013 billion in total assets, $7.267 billion in total liabilities, and stockholders' equity of $2.746 billion. Ernst & Young LLP, in Houston, said that Dynegy projects that it is likely that it will not be able to comply with certain debt covenants throughout 2011. "This condition and its impact on Dynegy Inc.'s liquidity raises substantial doubt about Dynegy Inc.'s ability to continue as a going concern." The Company reported a net loss of $234 million on $2.323 billion of revenues for 2010, compared with a net loss of $1.262 billion on $2.468 billion of revenues for 2009. * * * As reported by the Troubled Company Reporter on Nov. 26, 2010, Fitch Ratings downgraded the ratings of Dynegy Inc. and its subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from 'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I preferred to 'C/RR6' from 'CCC/RR6'. The downgrade reflects Fitch's belief that the rejection of The Blackstone Group's bid to acquire Dynegy for $5/share will likely lead to another transaction and capital restructuring by Dynegy's management as activist stockholders seek to maximize shareholder values. The downgrade also reflects the underperformance of Dynegy's merchant generation operations. In October 2010, Moody's Investors Service lowered the ratings of Dynegy Holdings, including its Corporate Family Rating, to 'Caa1' from 'B3' along with the ratings of various affiliates or parent company Dynegy Inc. The rating action followed the expiration of the 40-day "go shop" period, according to Moody's, increasing the probability that Dynegy will be acquired by an affiliate of The Blackstone Group L.P.. Moody's said Dynegy's financial profile is expected to be quite fragile, particularly during 2011 and 2012, when the company is projected to generate both negative operating cash flow and negative free cash flow due to weak operating margins and the required funding of their capital investment programs. To the extent that the transactions with Blackstone and NRG are not completed, Moody's said downward rating pressure at DHI and Dynegy will continue to exist given the weak financial prospects for the company over the next few years coupled with the liquidity concerns. In December 2010, Moody's said its ratings and negative rating outlook for Dynegy, Inc., and its subsidiary, Dynegy Holdings (Caa1 Corporate Family Rating) will remain unchanged following announcement of the Icahn deal. E-BRANDS RESTAURANT: Tavistock Buys 7 Restaurants for $11-Mil. -------------------------------------------------------------- Richard Burnett at the Orlando Sentinel reports that Tavistock Group has paid more than $11 million to acquire seven restaurants of E-Brands Restaurants LLC. According to the report, through its Noble Corp. unit, Tavistock's bid for the restaurants was approved by the bankruptcy court last month after a rival bid failed to materialize from a group led by former E-Brands executives. Based in Orlando, Florida, E-Brands Restaurants LLC fka E-Brands Acquisition LLC filed for Chapter 11 bankruptcy protection on July 30, 2010 (Bankr. M.D. Fla. Case No. 10-18282). Judge K. Rodney May presides the case. Richard C. Prosser, Esq., at Stichter, Riedel, Blain & Prosser PA represents the Debtor. In its petition the Debtor estimated Assets of between $500,000 and $1 million, and debts of between $10 million and $50 million. EASTON TENNIS: Two Tennis Professionals Acquires Assets ------------------------------------------------------- The Mansfield Patch reports that tennis professionals Dave Brown and Brian Billone have purchased the Easton Tennis Club, which is now called the Brown/Billone Club. According to the report, the club's former owner Dennis Czech closed the club around August when the bank foreclosed on the property. Club members told Mr. Brown that the facility had been in disrepair for many years before it closed. Based in North Easton, Massachusetts, Easton Tennis Club Inc. filed for Chapter 11 bankruptcy protection on April 29, 2010 (Bankr. D. Mass. Case No. 10-14629). Judge Henry J. Boroff presides over the case. Herbert Weinberg, Esq., at Rosenberg & Weinberg, represents the Debtor. In its petition, the Debtor estimated assets of $1 million and $10 million, and debts of between $100,000 and $500,000. ELM STREET: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Elm Street Partners, LLC 415 7th Street Santa Monica, CA 90402 Bankruptcy Case No.: 11-20225 Chapter 11 Petition Date: March 9, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Peter Carroll Debtor's Counsel: James R. Selth, Esq. WEINTRAUB & SELTH, APC 11766 Wilshire Boulevard, Suite 1170 Los Angeles, CA 90025 Tel: (310) 207-1494 Fax: (310) 207-0660 E-mail: jim@wsrlaw.net Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Denis Hann, managing member of Queenie Properties, LLC, manager. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Jeffrey Segal Legal Fees $90,000 9200 West Sunset Boulevard, 9th Floor Los Angeles, CA 90069 The Floor Club Fees $19,938 8431 Canoga Avenue, Suite A Canoga Park, CA 91304 IZ Construction, Inc. Fees $12,963 12165 Branford Street, #Q Sun Valley, CA 91352 Emanuel Napolitano Fees $12,400 Imperial Windows & Doors Fees $10,490 KCE Matrix Fees $8,222 AJ Plumbing Fees $7,600 Steve Revit Legal Fees $6,900 Altered Glass, Inc. Association Dues $6,168 Allen Robert Block Legal Fees $4,500 Sign Zone Fees $4,014 MC Landcorp Fees $3,365 Laura Schwartz Design Fees $3,200 Sandra Gottlieb Legal Fees $3,000 Tycho Services Fees $2,431 Veneklasen Associates Fees $2,350 Performance Elevator Fees $1,623 NE Design Fees $1,326 JZ Terrazzo Fees $1,264 Rick's Gate Works Fees $882 ENCOMPASS DIGITAL: S&P Assigns 'B' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' corporate credit rating to Los Angeles-based Encompass Digital Media Inc. The rating outlook is stable. S&P also assigned its 'B+' issue-level rating and '2' recovery rating to the company's $195 million senior secured credit facility, consisting of a $175 million term loan B and a $20 million revolver due 2016. The recovery rating of '2' indicates S&P's expectation for substantial recovery (70% to 90%) in the event of default. The company also entered into a $95 million second-lien term loan with a payment-in-kind interest component, which S&P does not rate, that consists of existing debt. "Encompass used the proceeds to fund the approximately $120 million acquisition of Ascent Media's content distribution business, repay existing debt, and cover related fees; S&P is assigning final ratings that follow the closing of the financing and acquisition on Feb. 28, 2011," said Standard & poor's credit analyst Michael Senno. The ratings on Encompass reflect a weak business risk profile, including high customer concentration, a narrow addressable market and a highly leveraged financial risk profile. Further, despite an experienced management team, Encompass has a limited operating history, having been founded in 2008. These risks more than offset positive factors such as the company's long-term guaranteed contracts with good credit quality customers, high barriers to entry, and S&P's expectation for increased margins because of the additional scale and diversity gained from the acquisition. S&P expects EBITDA margins to improve from about 23% on a pro forma basis for the last 12 months ended Nov. 30, 2010, to above 25% in the next year and toward the high-20% range in the intermediate term. Encompass provides outsourced media distribution services to content providers. Network origination, its core business comprising about 56% of revenue pro forma for the acquisition, is the process of aggregating various forms of content, including inserting advertisements and overlaying graphics, into a continuous linear cable channel that is distributed out to cable and IPTV operators. In addition, Encompass operates a fleet of satellite uplink trucks to offer transmission services for live events, which contributes about 18% of pro forma revenue. The remaining revenue comes from government contracts for transmission services and from other outsourced media manipulation and transmission services. Encompass' business requires specialized broadcast facilities equipped with technical infrastructure, creating high barriers to entry in the industry. ENERGYCONNECT GROUP: Increase of Base Salary of Execs. Approved --------------------------------------------------------------- On March 2, 2011, the Board of Directors of EnergyConnect Group, Inc. approved, effective as of the execution of that certain Agreement and Plan of Merger by and among EnergyConnect, Johnson Controls Holding Company, Inc., and Eureka, Inc., an Oregon corporation and wholly owned subsidiary of JCI Holding, which occurred on March 2, 2011, an increase to the base salary of each of EnergyConnect Group, Inc.'s named executive officers, such that their new base salary is as follows: Kevin R. Evans, President and Chief Executive Officer ($300,000), John P. Stremel, Chief Technology Officer and Vice President, Grid Operations ($180,000) and D. Jay Crookston, Vice President, Sales ($170,000). About EnergyConnect Group Campbell, Calif.-based EnergyConnect Group Inc. (OTC BB: ECNG) -- http://www.energyconnectinc.com/-- is a provider of demand response services to the electricity grid. Demand response programs provide grid operators with additional electricity generation capacity by encouraging consumers to curtail their electricity usage. The Company's balance sheet at July 3, 2010, showed $13.95 million in total assets, $8.40 million in total current liabilities, $3.64 million in long-term liabilities, and $1.91 million in stockholders' equity. RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the year ended Jan. 2, 2010. The independent auditors noted that the Company is experiencing difficulty in generating sufficient cash flow to meet its obligations and sustain its operations. ENIVA USA: Has Court's Interim Nod to Use Cash Collateral --------------------------------------------------------- Eniva USA, Inc., sought and obtained interim authorization from the Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota to use up to $972,426 of cash collateral until March 30, 2011. As of the Petition Date, the Debtor is indebted to (i) Home Federal Savings & Loan in the approximate principal amount of $489,559; (ii) De Lage Landen Financial Services, Inc., in the approximate amount of $15,565; (iii) Great America Leasing Corporation in the approximate amount of $22,015; (iv) Northland Capital Financial Services, LLC, in the approximate amount of $31,422; and (v) Cisco Systems Capital Corporation in the approximate amount of $106,857. Obligations owing (a) Home Federal are secured by a lien in substantially all personal property of the Debtor; (b) De Lage are secured by a lien in specific equipment; (c) Great America are secured by a lien in specific equipment; (d) Northland are secured by a lien in specific equipment; and (e) Cisco are secured by a lien in specific equipment. The Lenders do not consent to the use of their cash collateral Michael F. McGrath, Esq., Ravich Meyer Kirkman McGrath NAUMAN & Tansey, A Professional Association, explained that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a weekly budget, a copy of which is available for free at: http://bankrupt.com/misc/ENIVA_USA_budget.pdf As adequate protection for Home Federal, De Lage, Great America, Northland and Cisco, the Debtor will grant (i) replacement liens in the Lender's collateral; and (ii) report cash collections and expenditures monthly. As additional adequate protection for Home Federal, the Debtor will make adequate protection payments to Home Federal in the amount of $7,915 on or before March 18, 2011, and $7,500 on or before April 1, 2011. As additional adequate protection, Wellspring International, Inc., will make an equity contribution to the Debtor per the Budget of at least $21,000 by March 19, 2011. For purposes of adequate protection and to the extent of use of prepetition cash collateral in which Home Federal has a security interest, the Debtor is authorized to grant to Home Federal replacement liens in the Debtor's postpetition assets of the same type and nature as are subject to the prepetition liens of the creditor. The Debtor will provide weekly reporting to Home Federal on the Debtor's actual income and actual expenses. The Court will hold a final hearing on the Debtor's request to use cash collateral on March 30, 2011, at 1:30 p.m. Home Federal objected to the Debtor's request to use cash collateral, saying that it has not had an opportunity to complete its review and analysis of the Debtor's proposal and related financial information. Home Federal asked, among other things, that it should be granted inspection and appraisal rights on the Collateral with the right to add the expenses of the periodic inspections and appraisals to the loan balance to the extent permitted under the Debtor's prepetition loan documents with the Lender. Home Federal is represented by Richard D. Anderson -- randerson@briggs.com -- at Briggs And Morgan. About Eniva USA Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been engaged in the development, production and sale of nutritional supplements since 1998. It is a wholly owned subsidiary of Wellspring International, Inc. It sells its products throughout the U.S. through a network of approximately 25,000 active independent sales representatives, each under non-exclusive membership contract with the Debtor. It also sells its products in Mexico, Puerto Rico, Bermuda Canada and the U.K. through non Debtor affiliates owned by Wellspring. Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 11-41414) on March 1, 2011. Michael F. McGrath, Esq., at Ravich Meyer Kirkman & Mcgrath Nauman, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. ENIVA USA: Taps Ravich Meyer as Bankruptcy Counsel -------------------------------------------------- Eniva USA, Inc., asks for authorization from the U.S. Bankruptcy Court for the District of Minnesota to employ the law firm of Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional Association, as bankruptcy counsel. Ravich Meyer will represent the Debtor in connection with all matters relating to the Debtor's Chapter 11 case. Ravich Meyer will be paid based on the hourly rates of its professionals: Michael F. McGrath $375 Michael L. Meyer $450 Will R. Tansey $305 John N. Saunders $250 Michael D. Howard $185 Paralegal $150 Michael F. McGrath, Esq., a shareholder at Ravich Meyer, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been engaged in the development, production and sale of nutritional supplements since 1998. It is a wholly owned subsidiary of Wellspring International, Inc. It sells its products throughout the U.S. through a network of approximately 25,000 active independent sales representatives, each under non-exclusive membership contract with the Debtor. It also sells its products in Mexico, Puerto Rico, Bermuda Canada and the U.K. through non Debtor affiliates owned by Wellspring. Eniva USA filed for Chapter 11 bankruptcy protection on March 1, 2011 (Bankr. D. Minn. Case No. 11-41414). The Debtor estimated its assets and debts at $10 million to $50 million. ENIVA USA: Wants To Hire GuideSource as Financial Consultant ------------------------------------------------------------ Eniva USA, Inc., asks for authorization from the Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota to employ GuideSource as financial consultant. GuideSource will advise and assist the Debtor in connection with, among other things: a. the preparation of projections and pro forma financial statements in connection with the Debtor's business; b. the obtaining of DIP financing to provide needed working capital for the Debtor's business; c. the restructuring of the Debtor's leases and executory contracts; and d. the offering of the Debtor's business assets for sale, if appropriate, and the structuring of any proposed sale transaction. GuideSource will be paid based on the hourly rates of its professionals: Richard Gallagher $112.50 HR Consulting $45.75 Staff Accounting $27.50 Richard Gallagher, Vice President of GuideSource, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Eniva USA Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been engaged in the development, production and sale of nutritional supplements since 1998. It is a wholly owned subsidiary of Wellspring International, Inc. It sells its products throughout the U.S. through a network of approximately 25,000 active independent sales representatives, each under non-exclusive membership contract with the Debtor. It also sells its products in Mexico, Puerto Rico, Bermuda Canada and the U.K. through non Debtor affiliates owned by Wellspring. Eniva USA filed for Chapter 11 bankruptcy protection on March 1, 2011 (Bankr. D. Minn. Case No. 11-41414). Michael F. McGrath, Esq., at Ravich Meyer Kirkman & Mcgrath Nauman, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. EQUIPMENT MANAGEMENT: FCC Wants to Trustee, Cites Funds Use ----------------------------------------------------------- FCC LLC, doing business as First Capital Western Region LLC, asks the U.S. Bankruptcy Court for the District of Nevada to appoint a Chapter 11 trustee to oversee the bankruptcy case of Equipment Management Technology. FCC has claims against the Debtor on account of a loan and security agreement dated Aug. 25, 2008, in the original principal amount of up to $22,000,000. FCC was granted by the Debtor a blanket security interest in all personal property. FCC LLC tells the Bankruptcy Court that Vito Longo, the president of the Debtor, has paid improper personal expenses from the Debtor, diverted hundreds of thousands of dollars away from the Debtor, failed to maintain adequate and appropriate records for the business, and has tried to divert business and contracts away from the Debtor for the benefit of his new competing venture. In short, Mr. Longo simply lacks credibility and clearly has no concerns for the Debtor's creditors as a whole. FCC LLC adds that the Debtor has limited prospects for reorganization given that the Debtor has already admitted that it is substantially over-encumbered. FCC LLC says it has no confidence in Mr. Longo's ability to discharge his duties as a fiduciary in this case. Prepetition, FCC won an order appointing Ashley Hall & Associates and Fox Rothschild LLP as receiver for the Debtor's property. FCC LLC that the receiver be named as Chapter 11 trustee to avoid disruptions to the business as a result of the appointment. Gordon Silver in Las Vegas, Nevada, represents FCC LLC. Las Vegas, Nevada-based Equipment Management Technology filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11- 11816) on Feb. 9, 2011. Judge Linda B. Riegle presides over the case. Attorneys at The Schwartz Law Firm, Inc., represent the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. EQUIPMENT MANAGEMENT: Wants Until April 15 to Files Schedules ------------------------------------------------------------- Equipment Management Technology asks the U.S. Bankruptcy Court for the District of Nevada to extend the deadline to file its schedules of assets and liabilities, and statements of financial affairs until April 15, 2011, because the Debtor's counsel, The Schwartz Law Firm, Inc., has not been able to focus appropriately the Debtor's schedules and statements. The Debtor proposes March 16, 2011, at 2:00 p.m., as hearing date to consider it request for extension. The Debtor says the proposed April 15 deadline will provide sufficient time to prepare and file the requirements. Las Vegas, Nevada-based Equipment Management Technology filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11- 11816) on Feb. 9, 2011. Judge Linda B. Riegle presides over the case. Attorneys at The Schwartz Law Firm, Inc., represent the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. EXTRA ROOM: Court Rules on Payment to Principal's Ex-Spouse ----------------------------------------------------------- Bankruptcy Judge Eileen W. Hollowell ruled that the $200,000 agreed upon payment to Katherine Phinny, the former spouse of Extra Room Inc.'s principal, constituted satisfaction of the Debtor's obligations to Ms. Phinny for her interest in the Debtor's building in Telluride, Colorado. At the time of the Debtor's filing, the Telluride Property was encumbered by a deed of trust in favor of a secured lender. Ms. Phinny, the ex-wife of Stephen Phinny, also claimed an interest in an apartment and related space in the Telluride Property pursuant to a November 2, 2004 property settlement agreement entered in her divorce with Stephen Phinny. On June 23, 2010, Katherine Phinny filed a $3 million proof of claim asserting that she held a property interest in the Telluride Property. A copy of the Court's March 7, 2011 Memorandum Decision is available at http://is.gd/QXr7Fafrom Leagle.com. Extra Room Inc. filed for Chapter 11 protection (Bankr D. Ariz. Case No. 09-03694) on March 3, 2009. Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC, assists the Company in its restructuring effort. The Company estimated $10 million to $50 million in assets and liabilities as of the Chapter 11 filing. The Debtor's liquidating Chapter 11 Plan was confirmed on Nov. 24, 2010. EVERGREEN ENERGY: Edgehill Partners Discloses 5.6% Equity Stake --------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Edgehill Partners and its affiliates disclosed that they beneficially own 1,463,244 shares of common stock of Evergreen Energy Inc. representing 5.6% of the shares outstanding. On Nov. 10, 2010, there were 18,888,491 shares of the Company's common stock, $.001 par value, outstanding. About Evergreen Energy Evergreen Energy Inc. has developed two, proprietary, patented, and green technologies: the GreenCert(TM) suite of software and services and K-Fuel(R). GreenCert, which is owned exclusively by Evergreen, is a science-based, scalable family of environmental intelligence solutions that quantify process efficiency and greenhouse gas emissions from energy, industrial and agricultural sources and may be used to create verifiable emission reduction credits. K-Fuel technology significantly improves the performance of low-rank coals, yielding higher efficiency and lowering emissions. The Company's balance sheet as of Sept. 30, 2010, showed $33.93 million in total assets, $45.04 million in total liabilities, $3,000 in temporary equity, and a stockholders' deficit of $11.11 million. Deloitte & Touche LLP, in Denver, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted of the Company's recurring losses from operations and stockholders' deficit. FOXCO ACQUISITION: S&P Raises Corporate Credit Rating to 'B' ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit ratings on Fort Wright, Ky.-based TV broadcaster FoxCo Acquisition LLC and operating subsidiary FoxCo Acquisition Sub LLC (which S&P analyze on a consolidated basis) to 'B' from 'B-'. The rating outlook is stable. At the same time, S&P raised its issue-level ratings on the company's senior secured credit facilities to 'B+' from 'B', in conjunction with the corporate credit rating change. The recovery rating on this debt remains unchanged at '2', indicating S&P's expectation of substantial (70% to 90%) recovery for lenders in the event of a payment default. S&P also raised the issue-level rating on FoxCo's senior unsecured notes to 'CCC+' from 'CCC'. The recovery rating on this debt is unchanged at '6', indicating S&P's expectation of negligible (0% to 10%) recovery for noteholders in the event of a payment default. FoxCo has proposed an amendment to its credit agreement, which will lower interest expense marginally. While the amendment will be modestly beneficial to the company's credit profile, it does not affect S&P's ratings. The rating upgrade reflects FoxCo's improved liquidity and credit metrics as a result of a recovery in advertising demand and a significant increase in political advertising revenue in 2010. The 'B' corporate credit rating reflects S&P's expectation that the company will be able to partially offset a decline in political revenue in 2011, a non-election year, with growth in retransmission and core advertising revenues. The stable outlook reflects S&P's view that FoxCo will be able to maintain adequate liquidity and an appropriate cushion of compliance with covenants, despite its very high leverage. S&P expects that discretionary cash flow will remain modestly positive due to retransmission and core advertising revenue growth, a decrease in capital spending, and lower interest expense. S&P assess the company's business risk profile as weak because of TV broadcasting's mature growth prospects and FoxCo's concentration of stations in a few midsize markets, and because the company's stations are primarily affiliated with one network. The company's financial risk profile is highly leveraged, in S&P's opinion, because of thin interest coverage, high debt to EBITDA, and modest discretionary cash flow. FoxCo owns and operates TV stations in eight midsize markets ranking from No. 17 (Cleveland) to No. 58 (Richmond, Va.). Seven of the company's stations are affiliated with the Fox network, and one is affiliated with CBS, resulting in some performance vulnerability to Fox's audience ratings. Sensitivity to political spending is high, and the company's EBITDA can drop by 10% to 20% in nonelection years. FoxCo's Fox and CBS stations have either a No. 1 or No. 2 late news ranking, which is important to stations' profitability and to their ability to attract political advertising. G2 MATERIAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: G2 Material Handling, Inc. aka Southwest Stainless aka Southwest Stainless, Inc. 4439 W. Billings St. Springfield, MO 65802 Bankruptcy Case No.: 11-60426 Chapter 11 Petition Date: March 8, 2011 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Judge: Arthur B. Federman Debtor's Counsel: Raymond I. Plaster, Esq. RAYMOND I. PLASTER, P.C. 2032 E. Kearney, Suite 107 Springfield, MO 65803 Tel: (417) 831-6900 Fax: (417) 831-6901 E-mail: riplaster@rip-pc.com Scheduled Assets: $248,844 Scheduled Debts: $1,416,050 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mowb11-60426.pdf The petition was signed by Geary Gorrell, president. GAMETECH INT'L: Chennault Resigns; Robinson Hired as Replacement ---------------------------------------------------------------- On March 1, 2011, Suzanne Chennault resigned from her positions as Interim Chief Financial Officer and Controller of Gametech International, Inc. Ms. Chennault's resignation was due to personal reasons and not as a result of any disagreement with the Company regarding the Company's operations, policies or practices. Ms. Chennault will receive severance pay in an amount equal to three months of pay at her salary rate in effect at the time of her resignation. The Board of Directors of the Company has appointed Andrew Robinson, 57, as the Company's Senior Vice President, Chief Financial Officer, and Treasurer, effective March 1, 2011. Mr. Robinson joined the Company in August 2008 as Manager of Financial Planning and Analysis and Corporate Internal Audit and shortly thereafter became Director of Financial Planning and Analysis and Corporate Internal Audit for the Company. In July of 2010 he was promoted to the role of Vice President of Operations for the Company. Prior to joining the Company, from February 2007 to August 2008, Mr. Robinson was the Corporate Controller of CMS International, Inc. a multi property gaming concern where he was responsible for the financial reporting and gaming internal control systems of five large casino properties as well as several smaller casino properties. From 2004 to 2007, Mr. Robinson held the position of Casino Controller for the Jackson Rancheria Casino Hotel and Conference Center. Mr. Robinson is a Certified Public Accountant licensed in the State of Nevada. His twenty plus years of public accounting experience includes assisting troubled companies, forensic services and management consulting in the tribal gaming sector. On March 1, 2011, Steve Smallman, 49, was promoted to the role of Executive Vice President of Product, Marketing, and Sales for the Company. Mr. Smallman rejoined the Company for a second tenure in August 2009 as Vice President of Sales and General Manager of Bingo. Prior to rejoining the Company, Mr. Smallman was the Senior Vice President and General Manager of the Bingo Strategic Business Unit for Las Vegas Gaming, Inc., from January 2008 until August 2009. Mr. Smallman has extensive experience in the bingo and gaming industries, beginning with Bingo Technologies Corporation in 1997, where Mr. Smallman served as an Executive Committee member and the head of Marketing and Customer Service for BTC. In 1999, Mr. Smallman joined GameTech International, Inc. as part of the Company's acquisition of BTC. From 1999 to 2003, Mr. Smallman served in several Vice President roles with the Company overseeing its operational and strategic planning functions, including distributor and sales management, competition and market analysis, and business development. Following his initial tenure with the Company, Mr. Smallman went on to serve four years as Senior Vice President of Sales and Marketing for Bettina Corporation (dba Blue Dog, Inc.), a manufacturer and supplier of electronic bingo equipment. From February 2006 to December 2007, Mr. Smallman served as President of HomeMovie Corporation, an online video sharing community operating from the Web site http://www.stashspace.com/; and also worked as a consultant brokering financing and cross-marketing arrangements among casino and charitable gambling manufacturers, distributors, and operators for Success Story Marketing & Consulting, LLC. About GameTech Based in Reno, Nevada, GameTech develops and manufactures gaming entertainment products and systems. GameTech holds a significant position in the North American bingo market with its interactive electronic bingo systems, portable and fixed-based gaming units, and complete hall management modules. It also holds a significant position in select North American VLT markets, primarily Montana, Louisiana, and South Dakota, where it offers video lottery terminals and related gaming equipment and software. It also offers Class III slot machines and server-based gaming systems. The Company reported a net loss of $20.4 million on $35.2 million of revenue for the 52 weeks ended Oct. 31, 2010, compared with a net loss of $10.5 million on $47.8 million of revenue for the 52 weeks ended Nov. 1, 2009. Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed substantial doubt about GameTech International, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has suffered reoccurring losses from operations and has been unable to extend the maturity of its debt, or raise additional capital necessary to execute its business plan. GC MERCHANDISE: Asks for Court's Permission to Use Cash Collateral ------------------------------------------------------------------ GC Merchandise Mart, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to use the cash collateral of Berkadia Commercial Mortgage LLC until March 31, 2011. As of the Petition Date, the Debtor was allegedly indebted to Berkadia Commercial in the original principal amount of $30 million. Berkadia also owns a mortgage interest in the real property upon which the Debtor's Denver Merchandise Mart is situated. Berkadia asserts a first lien priority on all of Debtor's assets, alleged to include the Mart's revenue and the accounts, which would constitute cash collateral Melissa S. Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a budget, a copy of which is available for free at http://bankrupt.com/misc/GC_MERCHANDISE_budget.pdf The Debtor submits that Berkadia's interests are adequately protected by the Debtor's substantial equity in the real estate, known as the Mart. As of the Debtor's bankruptcy filing, the outstanding principal owed on the loan was less than $22 million, whereas the value of the Mart is no less than $40 million. Further, the Mart is fully covered by commercial property and liability insurance. The Debtor will also provide Berkadia with a replacement lien on post-petition income to protect Berkadia to the extent of any diminution in value of its collateral. Bank of New York Mellon says that all revenues, rents, income and profits derived from the real property and improvements commonly referred to as Merchandise Mart are the property of the Bank, as successor trustee to JPMorgan Chase Bank, as Trustee for the Registered Certificate holders of Commercial Capital Access One, Inc., Commercial Mortgage Bonds, Series 3 acting through Berkadia, under absolute assignment of the rents. They also constitute the Bank's cash collateral, all pursuant to inter alia, a first priority Deed of Trust and Security Agreement and an Assignment of Leases and Rents. The Bank does not consent to the use or expenditure of the rents and demands that all rents be segregated and that Debtor immediately provide an accounting of cash collateral to the Bank. The Bank is represented by Bryan Cave, LLP. About GC Merchandise Mart Dallas, Texas-based GC Merchandise Mart LLC and its affiliates collectively operate the Denver Merchandise Mart, which is the Rocky Mountain region's premier wholesale market center and a site for international, national and regional trade shows, consumer shows, and special events. GC Merchandise filed for Chapter 11 bankruptcy protection on March 1, 2011 (Bankr. N.D. Tex. Case No. 11-31563). Melissa S. Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate American Mart Hotel Corporation, dba Comfort Inn of Denver, filed a separate Chapter 11 petition on Aug. 26, 2010 (Bankr. N.D. Tex. Case No. 10-36776). GC MERCHANDISE: Section 341(a) Meeting Scheduled for March 30 ------------------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of GC Merchandise Mart LLC's creditors on March 30, 2011, at 9:15 a.m. The meeting will be held at Office of the U.S. Trustee, 1100 Commerce Street, Room 976, Dallas, TX 75242. 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. About GC Merchandise Mart Dallas, Texas-based GC Merchandise Mart LLC and its affiliates collectively operate the Denver Merchandise Mart, which is the Rocky Mountain region's premier wholesale market center and a site for international, national and regional trade shows, consumer shows, and special events. GC Merchandise filed for Chapter 11 bankruptcy protection on March 1, 2011 (Bankr. N.D. Tex. Case No. 11-31563). Melissa S. Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate American Mart Hotel Corporation, dba Comfort Inn of Denver, filed a separate Chapter 11 petition on Aug. 26, 2010 (Bankr. N.D. Tex. Case No. 10-36776). GC MERCHANDISE: Taps Franklin Skierski as General Bankr. Counsel ---------------------------------------------------------------- GC Merchandise Mart, LLC, asks for authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Franklin Skierski Lovall Hayward, LLP, as general bankruptcy counsel, effective as of the Petition Date. Franklin Skierski will perform the legal services that will be necessary during the Debtor's Chapter 11 case. Franklin Skierski will be paid based on the hourly rates of its professionals: Melissa Hayward $315 Robert Johnson $200 Paralegal $150 To the best of the Debtor's knowledge, Franklin Skierski is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About GC Merchandise Mart Dallas, Texas-based GC Merchandise Mart LLC and its affiliates collectively operate the Denver Merchandise Mart, which is the Rocky Mountain region's premier wholesale market center and a site for international, national and regional trade shows, consumer shows, and special events. GC Merchandise filed for Chapter 11 bankruptcy protection on March 1, 2011 (Bankr. N.D. Tex. Case No. 11-31563). The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate American Mart Hotel Corporation, dba Comfort Inn of Denver, filed a separate Chapter 11 petition on Aug. 26, 2010 (Bankr. N.D. Tex. Case No. 10-36776). GENERAL MOTORS: Chris Lidell to Step Down as CFO ------------------------------------------------ General Motors Vice Chairman and Chief Financial Officer Chris Liddell said Thursday he will leave the company April 1, 2011, having completed the largest public offering in history and stabilizing the company's financial operations. Mr. Liddell, 52, joined GM in January, 2010 and led the company's financial and accounting operations on a global basis. "Chris was a major contributor during a pivotal time in the company's history," said Dan Akerson, GM chairman and CEO. "He guided the company's IPO process and established a good financial foundation for the future." In addition to the successful IPO, Mr. Akerson recognized Mr. Liddell's leadership over the last year noting four quarters of sustained profitability, a strengthened balance sheet and the elimination of material weakness in the financial reporting process. Dan Ammann will succeed Mr. Liddell as General Motors chief financial officer, effective April 1, 2011. Mr. Ammann, 38, is currently GM vice president, finance and treasurer. "Dan's depth of knowledge of the financial community and our business will be instrumental as we continue to earn the trust of global investors and customers," said Mr. Akerson. "He is held in high regard on Wall Street and within the company and, as we move our financial strategy forward, his credibility and leadership will be invaluable." Mr. Ammann has played a major role in the key financial decisions at the new GM. He has been actively engaged in setting the financial strategy and reducing debt. Mr. Ammann was also integral in the IPO process. "We've made great strides this last year in setting the financial strategy for the company," said Mr. Ammann. "Chris and I have worked together very closely during this time and I am committed to a seamless transition and to building on what we started." Since joining the company in March 2010, Mr. Ammann has led the GM Treasurer's Office, based in New York, with operations around the world. Prior to GM, Mr. Ammann was managing director and head of Industrials Investment Banking for Morgan Stanley and was instrumental in many high profile assignments spanning a variety of technology, service, and manufacturing clients. "I came to General Motors to be part of something great," said Mr. Liddell. "My objective was to help rebuild this iconic company and I am particularly pleased that through this process, we have also developed a strong successor in Dan Ammann." A successor for Mr. Ammann in GM's Treasurer's Office will be announced at a later date. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 202,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. New GM was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. The U.S. government acquired a 60.8% stake in New GM in exchange for its bailout loans. The government intends to divest those shares. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Judge Gerber said during the March 3, 2011, hearing that he will confirm the Amended Joint Chapter 11 Plan of Reorganization filed by Motors Liquidation Company and its debtor affiliates. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Old GM Creditors to Receive New GM Stock April 1 ---------------------------------------------------------------- Creditors of Motors Liquidation Company ("Old GM") are to receive shares in General Motors Company ("New GM") as partial compensation for losses around April 1, David Shepardson of The Detroit News reported. Brian Johnson, an analyst at Barclays Capital, said the Old GM's bankruptcy is "winding to a close, bringing us closer to a date when the bondholders of Old GM will receive their distribution of stock and warrants in New GM," the report stated. The report noted that at current trading prices, creditors could receive around $0.35 on the dollar but the final amounts will be known once all claims are resolved. If total claims top $35 billion, Old GM creditors are entitled to another 2% in New GM stock, the report mentioned. Mr. Johnson wrote in a research note dated March 8, 2011 that it is expected that administrators will release about 75% of the stock and warrants immediately, about 112.5 million shares and 200 million warrants, The Detroit News relayed. At midday of March 8, GM's stock was trading at $32.50, up 2.5 percent for the day or $0.80 per share, the report disclose. Creditors are to receive 150 million shares of GM stock worth $4.9 billion and warrants to purchase another 15%, the report. The remainder of GM's stock will be paid in several months, the report added. Mr. Johnson further wrote that New GM is not likely to pay dividends before 2013 or until its pension is fully funded, the report noted. Mr. Johnson said the dividends in 2013 could be $0.50, $0.75 in 2014 and $1 in 2015, the report mentioned. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At Sept. 30, 2010, GM had US$137.238 billion in total assets, US$106.522 billion in total liabilities, US$6.998 billion in preferred stock, US$971 million in non-controlling interest, and US$23.718 billion in total equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Brown Rudnick Files Rule 2019 Statement ------------------------------------------------------- Brown Rudnick LLP filed with the Bankruptcy Court a statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure disclosing that it represents these parties in Old GM's Chapter 11 cases: Principal Amt. Party of Notes Held ----- -------------- Anchorage Capital Master Offshore Ltd. GBP35,000,000 Canyon-GRF Master Fund, L.P. GBP345,000 Canyon Value Realization Fund, L.P. GBP1,831,000 CSS, LLC GBP3,000,000 CQS Directional Opportunities GBP7,000,000 Master Fund Limited KIVU Investment Fund Limited GBP3,000,000 Knighthead Master Fund, LP GBP15,185,000 LMA SPC for and on behalf of MAP 84 GBP815,000 Lyxor/Canyon Value Realization Fund Limited GBP761,000 Onex Debt Opportunity Fund, Ltd. GBP6,750,000 Redwood Master Fund Ltd. GBP7,760,000 The Canyon Value GBP5,631,000 Realization Master Fund, L.P. The Parties are holders of GBP350,000,000 8.375% Guaranteed Notes due December 7, 2015 and the o250,000,000 8.875% Guaranteed Notes due July 10, 2023, issued by General Motors Nova Scotia Finance Company, which Notes are fully and unconditionally guaranteed by Motors Liquidation Company. Brown Rudnick insists that it does own any claims against or interests in the Debtors. As reported in the March 8, 2011 edition of the Troubled Company Reporter, Bankruptcy Judge Robert Gerber entered an order directing Brown Rudnick LLP, representing a group led by Anchorage Capital Master Offshore Ltd., file a statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At Sept. 30, 2010, GM had US$137.238 billion in total assets, US$106.522 billion in total liabilities, US$6.998 billion in preferred stock, US$971 million in non-controlling interest, and US$23.718 billion in total equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: UAW Wants New GM Dispute Out of Bankruptcy Court ---------------------------------------------------------------- The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America insists that: (i) the U.S. Bankruptcy Court for the Southern District of New York lacks jurisdiction over any aspect of the underlying controversy between General Motors LLC ("New GM") and the UAW; and (ii) even if the Bankruptcy Court has jurisdiction over some aspect of the controversy, the Bankruptcy Court should abstain from exercising that jurisdiction. Andrew D. Roth, Esq., at Bredhoff & Kaiser P.L.L.C., in Washington, D.C., argues that New GM cannot properly invoke the Bankruptcy Court's reserved jurisdiction under Section 26 of the 2009 UAW Retiree Settlement Agreement and the Sale Order merely by filing a motion in the Bankruptcy Court taking the self- serving "position" that an action before the U.S. District Court for the Eastern District of Michigan to enforce and collect upon New GM's $450 million payment obligation to the DC Voluntary Employee Benefit Association under the 2007 Delphi Restructuring MOU "is precluded by" the 2009 Agreement "fixing and capping" New GM's payment obligations to the New VEBA. As the UAW showed at its opening brief, New GM's asserted "preclusion" defense based on the 2009 Agreement is a wholly insubstantial defense that has no colorable merit, Mr. Roth asserts. Indeed, New GM's various arguments in support of its "preclusion" defense are so patently baseless on their face -- and so unresponsive to the key points made by the UAW in its Opening Brief -- that they serve only to buttress that prior UAW showing, he insists. Mr. Roth stresses that the "fixing and capping" provisions state that New GM's contractual obligations set forth in the 2009 Agreement to make certain payments to the New VEBA under which health benefits would be provided to GM retirees are "fixed and capped" at the level specified in that 2009 Agreement. Those "fixing and capping" provisions of the 2009 Agreement cannot even be interpreted as having the effect of "extinguishing" or "precluding the enforcement of" New GM's separate and distinct contractual obligation under the 2007 Delphi Restructuring MOU -- a pre-existing labor contract indisputably assumed by New GM in this proceeding, he contends. Indeed, the 2009 Agreement provision relied on by New GM is a recital clause in the preamble, which only provides in generic terms that the Agreement "has application to," among other things, the UAW, New GM, and "the Existing External VEBA," Mr. Roth asserts. New GM ignores not only black-letter law that the precatory language does not create binding obligations, but also the provision in the 2009 Agreement pertaining to the DC VEBA does not provide, or even remotely imply, that contractual payment obligations of New GM inuring to the benefit of the DC VEBA are "extinguished" or rendered unenforceable by the 2009 Agreement, Mr. Roth says. Similarly, the Bankruptcy Court also lacks jurisdiction to rule on whether the conditions precedent under the 2007 Delphi Restructuring MOU have been satisfied, Mr. Roth argues. "New GM's effort to piggyback jurisdiction for the MOU Dispute onto its arguments regarding the Preclusion Dispute is contradicted by New GM's own papers -- New GM readily acknowledges that the MOU Dispute is independent of the Preclusion Dispute," he complains. Even if the Bankruptcy Court were to decide that it has jurisdiction -- either solely as to the Preclusion Dispute, or over the MOU Dispute as well -- the Bankruptcy Court should abstain in favor of the pre-existing Michigan District Court Action, Mr. Roth contends. The Bankruptcy Court lacks any expertise or familiarity with the MOU Dispute, which includes a right to a jury trial that the Bankruptcy Court cannot conduct, he maintains. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At Sept. 30, 2010, GM had US$137.238 billion in total assets, US$106.522 billion in total liabilities, US$6.998 billion in preferred stock, US$971 million in non-controlling interest, and US$23.718 billion in total equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: M. Schwartz's $334MM Class Claim Expunged --------------------------------------------------------- Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern District of New York disallowed and expunged Claim Nos. 16440 and 16441 filed by Michael A. Schwartz. As reported in the Jan. 5, 2011 edition of the Troubled Company Reporter, Motors Liquidation Co., formerly General Motors Corp., and its affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to disallow Claim Nos. 16440 and 16441 for $334,847,925 filed by Michael A. Schwartz. Mr. Schwartz is a "co- lead counsel for the class" that filed a purported class action complaint against General Motor Corporation and Saturn Corporation for alleged defective timing chains used in certain Saturn vehicles and oiling nozzles that were insufficiently lubricating. The Putative Classes were not certified before the Petition Date and the Saturn Plaintiffs have not sought class certification from the Bankruptcy Court. The Claim should be disallowed because, among other things, (i) the Saturn Plaintiffs have failed to satisfy Rule 9014 of the Federal Rules of Bankruptcy Procedure; (ii) the benefits that generally support class certification in civil litigation are not realizable in these Chapter 11 cases; and (iii) the putative class does not satisfy Rule 23, Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York, contends. He stresses that Saturn Plaintiffs are neither typical of the putative classes nor adequate class representatives. Judge Gerber also denied the Saturn Putative Class Claims class treatment under Rule 23 of the Federal Rules of Civil Procedure. Judge Gerber stated that the Debtors will have no obligation to establish reserves for the Claims for purposes of the confirmation of a Chapter 11 plan or plans in these Chapter 11 cases. The individual class representatives William Anderson; Jeremy Bauer; Antonio Burgos; Jennifer Cardwell; Amy Faust; Blain Fowler; Jesus Leal; Linda S. Marchetta; Jeanne Menzer; Charles Reid; Cynthia Scott and Debra Stoffer each will have 20 days from the date of entry of this order to file individual proofs of claim on behalf themselves in a fixed, liquidated amount solely relating to the relief they seek individually in the lawsuit styled In re Saturn L-Series Timing Chain Products Liability Litigation, MDL NO. 1920, Lead Case No. 8:07cv298, Member Case No. 8:08cv79, pending in the U.S. District Court for the District of Nebraska. Each party will be responsible for its own costs and attorneys' fees. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At Sept. 30, 2010, GM had US$137.238 billion in total assets, US$106.522 billion in total liabilities, US$6.998 billion in preferred stock, US$971 million in non-controlling interest, and US$23.718 billion in total equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GLOUCESTER ENGINEERING: Blue Wolf Stays as Majority Investor ------------------------------------------------------------ Dow Jones' Small Cap reports that Gloucester Engineering Co., backed by Blue Wolf Capital Partners LLC, said Kabra Extrusiontechnik Ltd. of India has acquired a 15% stake in the company. The report relates that terms of the transaction weren't disclosed, but Blue Wolf remains the majority investor. GEC said the investment and relationship with Kabra will allow the Gloucester, Mass.-based plastics extrusion and converting company to develop opportunities in Southeast Asia. "We consider Kabra's investment another significant vote of confidence in GEC and we look forward to collaborating with them as we continue to grow the company," said Mark Steele, GEC's chief executive, in a statement obtained by the news agency. As a new stakeholder, Kabra will help GEC develop opportunities in Southeast Asia, ensuring the company and its pipeline remain robust, the report notes. DBR says that Kabra also expects to gain exposure to customers in North American, European and other western markets. About Gloucester Engineering Co. Since its inception in 1961, Gloucester Engineering Company has been a global leader in advancing quality and production limits in the plastics extrusion and converting market. GEC offers a range of innovative system and component solutions, for both new lines and retrofits, that provide customers a competitive edge in applications that include bag making, foam and sheet extrusion, blown and cast film extrusion, and extrusion coating. GEC manufactures its equipment from its headquarters in Gloucester, MA, USA and through its joint-venture company in Damman, India, Kabra Gloucester Engineering. Gloucester Engineering's Chapter 7 case -- filed on March 23, 2010 -- was converted to Chapter 11 bankruptcy protection on June 25, 2010 (Bankr. D. Mass. Case No. 10-12967). Gloucester emerged from Chapter 11 on Dec. 31, 2010. Gloucester Engineering Europe GmbH is the Vienna-based subsidiary of Gloucester Engineering Co. In August 2010, creditors of Gloucester Engineering Europe voted to accept a settlement offer from the Gloucester, Massachusetts-based parent company to pay 30% of the money owed them, or about EUR360,000 (US$503,000). GREAT ATLANTIC & PACIFIC: NYSE to Delist A&P's Securities --------------------------------------------------------- In a regulatory filing with the U.S. Securities and Exchange Commission dated February 23, 2011, the New York Stock Exchange LLC announced its intention to delist The Great Atlantic and Pacific Tea Company Inc.'s securities. The securities include the entire class of Common Stock and 9 3/8% Senior Quarterly Interest Bonds due August 1, 2039. NYSE said the securities are no longer suitable for continued listing and trading and that its action is being taken in view of the company's bankruptcy filing on December 12, 2010. It noted the uncertainty as to the timing and outcome of the bankruptcy process as well as the ultimate effect of this process on the company's common stockholders. A&P had a right to appeal the determination to delist its Securities but did not file a request within the specified time period. About A&P Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific (A&P) is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. The Great Atlantic & Pacific Tea Company, Inc., and its affiliates filed petitions under Chapter 11 of the U.S. Bankruptcy Code on Dec. 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White Plains. As of Sept. 11, 2010, the Debtors reported total assets of $2.5 billion and liabilities of $3.2 billion. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by A&P and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). GRIFFON CORP: S&P Assigns 'BB-' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BB-' preliminary corporate credit rating to Griffon Corp. The rating outlook is stable. At the same time, S&P assigned a preliminary 'BB+' (two notches above the corporate credit rating) issue-level rating to Griffon's proposed $200 million revolving credit facility due 2016 with a preliminary recovery rating of '1', indicating S&P's expectation that lenders can expect very high (90% to 100%) recovery in the event of a payment default. S&P also assigned a preliminary 'BB-' issue-level rating (the same as the corporate credit rating) to the company's proposed $500 million senior unsecured notes due 2018 with a preliminary recovery rating of '3', indicating that lenders can expect to receive meaningful (50% to 70%) recovery in the event of a payment default. The company plans to use proceeds from the proposed financings to repay outstanding bank debt at its Clopay Ames subsidiary and to replace existing revolving credit facilities at both Clopay Ames and Telephonics, as well as to pay related fees and expenses. Part of the proceeds may also go toward general corporate purposes. "The 'BB-' preliminary corporate credit rating on Griffon reflects S&P's assessment of its fair business risk profile and aggressive financial risk profile," said Standard & Poor's credit analyst Thomas Nadramia. The company has sizable customer concentrations in each of its business segments and exposure to fluctuation in the construction industry through its building products business (garage doors and tools). S&P categorize Griffon's financial risk profile as somewhat aggressive given its expectation that adjusted debt (including operating lease and pension liability adjustments) to EBITDA will remain greater than 4x for the next six to 12 months. In addition, the rating takes into account the company's good diversity across distinct business segments: garage doors, lawn and garden tools, defense communications and sensor systems, and specialty plastics. Griffon also benefits from relatively stable margins in its plastics and Telephonics business (which produces information systems for aerospace and defense and commercial markets) and a growing international presence in tools and plastics. It has recognized brands and national footprint in building products, and adequate liquidity as a result of healthy cash balances and available funding under the proposed revolving credit facility. The rating and outlook incorporate S&P's expectation of some improvement in Griffon's building products segment due to an upturn in home improvement spending in 2011 as homeowners catch up on deferred maintenance and high unemployment moderates. S&P expects a 3% to 5% increase in the company's building products sales in the latter half of 2011 because of normal replacement cycles and a gradual economic recovery. S&P expects a similar increase in Griffon's Telephonics revenues based on existing backlog and new orders for the company's highly engineered communications and surveillance products. Finally, S&P expects high-single-digit growth in Griffon's plastics business due to increased sales in Europe. GSC GROUP: Ch. 11 Trustee Wants Bonuses for Remaining Employees --------------------------------------------------------------- Dow Jones' DBR Small Cap reports that the Chapter 11 trustee renewing efforts to sell or restructure GSC Group Inc. is requesting permission to pay bonuses to most of the hedge fund manager's remaining employees in order to boost morale and motivate them to help close a deal for GSC. Chapter 11 trustee James L. Garrity Jr., according to DBR, says 20 U.S. and U.K. employees never received the full amount of their promised year-end bonuses last year because they were tied to a sale of GSC that never occurred. The report relates Mr. Garrity Jr. the trustee, is seeking to pay those out as well as a portion of this year's bonuses as long as the employees remain with GSC and help it close a sale or other transaction. "Immediate payment of the unpaid 2010 bonuses and authorization of the prorated 2011 bonus payments will improve employee morale and incentivize employees to work toward a sale or reorganization of the debtors' assets," Garrity said in court papers, the report adds. About GSC Group Florham Park, New Jersey-based GSC Group, Inc. -- http://www.gsc.com/-- is a private equity firm specializing in mezzanine and fund of fund investments. It filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010. Michael B. Solow, Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is the Debtor's notice and claims agent. Capstone Advisory Group, LLC, is the Debtor's financial advisor. The Debtor estimated its assets at $1 million to $10 million and debts at $100 million to $500 million as of the Chapter 11 filing. GUIDED THERAPEUTICS: Updates FDA Review of Cervical Cancer Test --------------------------------------------------------------- Guided Therapeutics, Inc., provided an update on the U.S. Food and Drug Administration (FDA) review process for its pre-market approval application for the LightTouchTM non-invasive test for the early detection of cervical pre-cancer. The PMA was accepted for filing as of Sept. 23, 2010. The FDA has inspected two clinical trial sites as part of its review process and raised no formal compliance issues. Advanced Scientifics, Inc. (ASI), the manufacturer of the Company's single- patient-use disposable patient interface, also reported a successful FDA inspection. As is typical in the FDA review process, the Company also received a series of questions from the FDA regarding the PMA, covering the clinical trial and various technical issues, for which the Company has 180 days to respond. "We are pleased with the results of the FDA's review of our clinical sites and that of our contract manufacturer, ASI," said Mark L. Faupel, Ph.D., CEO and President of Guided Therapeutics, Inc. "We fully expect to answer the FDA's questions in a timely manner. Given the timing of the FDA's inspections and questions, though, it now appears less likely we will be part of the next Obstetrics and Gynecology Devices Panel meeting, tentatively scheduled for May 19-20, 2011. "Still, we believe it is possible to meet our target for a year end 2011 or early 2012 launch in the U.S. with the next currently scheduled panel meeting date in September, 2011. This would assume the FDA's questions are answered successfully, any additional inspections also are successful and final approval is granted. Meanwhile, we also continue to work toward an international launch, which could occur prior to approval in the U.S.," Dr. Faupel said. About The LightTouchTM The LightTouch, which consists of a base unit and single-patient- use calibration disposable, scans the cervix with light to identify cancer and pre-cancer painlessly and non-invasively. Guided Therapeutics' patented biophotonic technology is able to distinguish between normal and diseased tissue by detecting biochemical and morphological changes at the cellular level. Unlike Pap or HPV tests, the LightTouch test does not require laboratory analysis or a tissue sample, is designed to provide results immediately and eliminate costly unnecessary testing. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. The Company's balance sheet at Sept. 30, 2010, showed $3.4 million in total assets, $2.8 million in total liabilities, and stockholders' equity of $595,000. As reported by the Troubled Company Reporter on March 29, 2010, UHY LLP, in Atlanta, Georgia, expressed substantial doubt about Guided Therapeutics' ability to continue as a going concern, following the Company's 2009 results UHY noted of the Company's recurring losses from operations, accumulated deficit and working capital deficit. "If sufficient capital cannot be raised at some point by the third quarter of 2011, we might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable, liquidate and/or file for bankruptcy protection," the Company said in its Form 10-Q for the quarter ended Sept. 30, 2010. H&H CONSTRUCTION: Court Affirms Dismissal of Suit v. Power Comm --------------------------------------------------------------- H&H Construction & Investment Inc., The Landing at Park Heights, R. William Hall, and Chad Shanholtz commenced an adversary proceeding seeking to recover damages for, among other things, allegedly defective/incomplete electrical work done by Power Comm, Inc. Through the course of the case, the court entered consent orders dismissing the claims of all the plaintiffs except for Mr. Hall. In light of the dismissals, on Jan. 14, 2011, the court issued an order to Mr. Hall directing him to show cause why his claims in the adversary proceeding ought not be dismissed without prejudice based on lack of subject matter jurisdiction and lack of prosecution. After Mr. Hall failed to respond, the Court entered an order dismissing the adversary proceeding. On Feb. 13, 2011, Mr. Hall filed a motion to reconsider the court's dismissal. He contends that the court should vacate its dismissal order because he never received notice of the Order to Show Cause, or, alternatively, grant his March 22, 2010, Motion to Withdraw the Reference. According to Bankruptcy Judge S. Martin Teel, Jr., because Mr. Hall has failed to address the jurisdictional concerns the Court set forth in its Jan. 14, 2011, Order to Show Cause and because the Court cannot grant a motion to withdraw the reference, he would deny the motion. R. William Hall, v. Power Comm, Inc., et al., Adv. Pro. No. 09- 10029 (Bankr. D. D.C.). A copy of the Court's March 6, 2011 Memorandum Decision and Order is available at http://is.gd/dZuNfu from Leagle.com. HCA HOLDINGS: Common Stock Listed on New York Stock Exchange ------------------------------------------------------------ HCA Holdings, Inc., informed the U.S. Securities and Exchange Commission on Form 8-A that its common stock has been registered with the New York Stock Exchange. About HCA Inc. Headquartered in Nashville, Tennessee, HCA is the nation's largest acute care hospital company with 162 hospitals and 104 freestanding surgery centers (including eight hospitals and eight freestanding surgery centers that are accounted for using the equity method) as of Sept. 30, 2010. For the twelve months ended Sept. 30, 2010, the company recognized revenue in excess of $30 billion. The Company's balance sheet at Dec. 31, 2010 showed $23.85 billion in total assets, $34.64 billion in total liabilities and $10.79 billion in stockholders' deficit. * * * In November 2010, Moody's Investors Service confirmed the existing ratings of HCA, including the 'B2' Corporate Family and Probability of Default Ratings. Moody's assigned a Caa1 (LGD6, 96%) rating to HCA, Inc.'s proposed offering of $1.525 billion of senior unsecured notes due 2021 to be issued at a parent holding company. HCA's 'B2' Corporate Family Rating anticipates that the company will continue to operate with significant leverage. Pro forma for the proposed debt financed distribution Moody's estimate that adjusted leverage would have been 5.2 times at Sept. 30, 2010. Furthermore, the company has large maturities in 2012 and 2013 that will likely need to be refinanced in the capital markets. However, the rating acknowledges the company's progress in systematically extending its maturity profile. Finally, the rating reflects HCA's solid EBITDA growth, which has benefited the credit metrics and demonstrated the company's ability to weather industry pressures. HEALTHSOUTH CORP: Presented at Raymond and Goldman Conference ------------------------------------------------------------- HealthSouth Corporation participated in the Raymond James 32nd Annual Institutional Investors Conference in Orlando, Florida on March 6-9, 2011. HealthSouth President and Chief Executive Officer, Jay Grinney, made a presentation on March 8. The Company also participated in the Goldman Sachs Leveraged Finance Healthcare Conference in New York City on March 8, 2011. HealthSouth Senior Vice President and Treasurer, Ed Fay, made a presentation at 3:05 p.m. ET. Both presentations addressed, among other things, the Company's strategy and financial performance and discuss industry trends and dynamics. In the slide presentation, the Company will provided its observations for the first quarter of 2011. These observations are: * Volume: January and February 2011 exhibited strong discharge growth against easy comparatives from the first quarter of 2010. Discharge growth for the year ended Dec. 31, 2011 is on track to be between 2.5% and 3.5%, as period-over- period comparatives become tougher as the year progresses. * Pricing: Pricing for the first quarter of 2011 includes a net Medicare price increase of approximately 2% that became effective Oct. 1, 2010. Comparisons with the first quarter of 2010 will be impacted by the April 1, 2010 reduction of 25 basis points to Medicare pricing resulting from the implementation of the Patient Protection and Affordable Care Act. The Company uses "same store" comparisons to explain the changes in certain performance metrics and line items within its financial statements. Same store comparisons are calculated based on hospitals open throughout both the full current periods and throughout the full prior periods presented. These comparisons include the financial results of market consolidation transactions in existing markets, as it is difficult to determine, with precision, the incremental impact of these transactions on the Company's results of operations. The slides used at the presentations are available for free at: http://ResearchArchives.com/t/s?74d5 About HealthSouth Corp. Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) -- http://www.healthsouth.com/-- is the nation's largest provider of inpatient rehabilitative healthcare services. Operating in 26 states across the country and in Puerto Rico, HealthSouth serves patients through its network of inpatient rehabilitation hospitals, long-term acute care hospitals, outpatient rehabilitation satellites, and home health agencies. The Company's balance sheet at Dec. 31, 2010 showed $2.37 billion in total assets, $1.99 billion in current liabilities, $387.40 million in commitments and contingencies, and a $2.20 million shareholders' deficit. HealthSouth carries a 'B1' corporate family rating with "stable" outlook, from Moody's. It has 'B+' foreign and local issuer credit ratings, with "positive" outlook, from Standard & Poor's. HF THREE: Trustee Wants Case Dismissed or Converted to Chapter 7 ---------------------------------------------------------------- The U.S. Trustee Ilene J. Lashinsky asks the U.S. Bankruptcy Court for the District of Arizona to dismiss the Chapter 11 case of HF Three I LLC or convert the Debtor's case to Chapter 7 liquidation proceeding. The U.S. Trustee notes the case has been pending for over six months, and Debtor has never filed a monthly operating report for August, September, October, November, December and January 2011. The Debtor failed to make its required quarterly fee payments for 4th quarter 2010. The U.S. Trustee says it filed a notice of non-compliance on Jan. 7, 2011, requiring the delinquencies be addressed. The trustee says it has not yet received a response. To date, Debtor remains delinquent on the following items and has offered no legitimate and verifiable excuse or explanation. HF Three I LLC is a single-asset real estate company in Paradise Valley, Arizona. It filed for Chapter 11 bankruptcy protection on August 18, 2010 (Bankr. D. Ariz. Case No. 10-26198). The Debtor disclosed $26,830,900 in total assets and $21,749,987 in total liabilities as of the Petition Date. HOWREY LLP: To Dissolve Operations Effective March 15 ----------------------------------------------------- The Executive Committee of Howrey LLP on March 9 said that, pursuant to a vote by the firm's partnership, it will dissolve the existing Howrey partnership, effective March 15, and commence an orderly wind down of its affairs. "The firm had experienced disappointing financial performance over the past two years and subsequently several partners had resigned," according to Bob Ruyak, the firm's Chairman and CEO. "This resulted in the conclusion that an orderly wind down of the firm's activities over time was the only practical alternative." A group of partners, associates and staff, mostly from the firm's Houston office, will join Winston and Strawn; however, many others were unable to do so because of significant client conflicts. Those partners will be joining other AmLaw 100 firms. "This is a very difficult time for our firm, for our attorneys and for our staff," Mr. Ruyak said. "Many of us have spent our entire legal careers at Howrey and remain proud of what we built. We find some solace in the fact that our people have been so well received by their new firms. They are first class professionals and deserve the respect accorded to leaders in their fields." As required by the Howrey partnership agreement, a committee of partners has been formed to oversee an orderly wind-down of the firm over time. Additionally, a Worker Adjustment and Retraining Notification letter were sent to certain employees, in compliance with federal and applicable state laws that require some employers to give advance notice of significant layoffs to their employees and others. These layoff notice requirements are intended to protect employees, their families, and communities by giving employees a transition period in which they can adjust to losing their jobs, obtain other work, or pursue training for other work. About Howrey Founded in 1956, Howrey LLP -- http://www.howrey.com/-- a global law firm with offices throughout the United States and in Europe, has focused on three practice areas of law -- antitrust, intellectual property and global litigation. HSH DELAWARE: Plan of Reorganization Declared Effective ------------------------------------------------------- HSH Delaware GP LLC, et al., notified the U.S. Bankruptcy Court for the District of Delaware that on Feb. 11, 2011, the Plan of Reorganization was consummated in accordance with its terms. On Jan. 18, the Court confirmed Debtors' Plan, thrice amended as of Jan. 13. As reported in the Troubled Company Reporter on Jan. 18, 2011, the Plan provides for, among other things, the capitalization of all outstanding and unpaid interest and costs under the The Debtor's lenders include Commerzbank AG, Credit Agricole Corporate and Investment Bank, Landsbanki Islands hf, Lloyds TSB Bank plc, The Royal Bank of Scotland, N.V. and The Royal Bank of Scotland plc, and any of their assignees or transferees. As Troubled Company Reporter on September 3, 2010, the Plan will convert the lenders' unpaid fees and expenses into principal owing on the debt. The maturity will be extended to Dec. 31, 2014. The Plan gives the company time to sell the equity or the assets. If there is a surplus above the debt to the lenders, the Plan contains an agreed sharing of the excess between the company and the lenders. Unsecured creditors will be paid in full. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/HSHDELAWARE_BlacklinedDS.pdf About HSH Delaware HSH Delaware GP LLC is based in Wilmington, Del. Nine HSH partnerships were created in 2006 to buy a 26% stake in HSH Nordbank AG, the world's largest shipping financier, from WestLB AG for about EUR1.25 billion ($1.76 billion). The partnerships received unsecured term and revolving loans of EUR375 million from ABN AMRO bank to fund the purchase of HSH Nordbank shares. In September 2009, creditors with claims aggregating $27.8 million petitioned (Bankr. D. Del. Case No. 09-13145) to send affiliate HSH Delaware LP into Chapter 7 liquidation. Commerzbank AG, Lloyds TSB Bank Plc, ABN Amro Bank NV, Calyon, Royal Bank of Scotland Plc and Landsbanki Islands HF filed the involuntary Chapter 7 petition. HSH Delaware filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-10187) on Jan. 21, 2010. The Company estimated its assets and debts at $100 million to $500 million at the time of the filing. HSH Delaware's affiliates -- HSH Delaware L.P.; HSH Luxembourg S.a.r.l.; HSH Luxembourg Coinvest S.a.r.l.; HSH Delaware GP LLC; HSH Alberta I L.P.; HSH Alberta II L.P.; HSH Alberta V L.P.; HSH Coinvest (Alberta) L.P.; JCF HSH (DE) GP LP; HSH Delaware L.P.; HSH Luxembourg S.a.r.l.; and HSH Luxembourg Coinvest S.a.r.l. -- filed separate Chapter 11 petitions. John Henry Knight, Esq.; Lee E. Kaufman, Esq.; Mark D. Collins, Esq.; and Robert J. Stearn Jr., Esq., at Richards, Layton & Finger, P.A., in Wilington, Del., assist the Debtors in their restructuring effort. The Debtors' Canadian Counsel is McCarthy Tetrault LLP. The Debtors' Chief Restructuring Officer is H. Ronald Weissman. HYTHIAM INC: Change of Company Name to Catasys Approved ------------------------------------------------------- Hythiam, Inc., announced that all resolutions presented at the Company's Special Meeting held on Friday, March 4, 2011 were approved, including: the 2010 Stock Incentive Plan, an amendment to the Company's certificate of incorporation to increase the number of authorized shares of common stock from 200,000,000 shares to 2,000,000,000 shares, authorization to amend the certificate of incorporation to effect a reverse stock split of the Company's outstanding common stock at a ratio of not less than 1-for-2 and not more than an aggregate of 1-for-100 at any time or times no later than Dec. 31, 2011, with the implementation, ratio and timing of such reverse stock split to be determined by the Board of Directors of the Company, and an amendment to the Company's certificate of incorporation to change the name of the Company from Hythiam, Inc. to Catasys, Inc. The Company plans to file an amendment to its certificate of incorporation to increase the number of outstanding shares of common stock and change the name of the Company to Catasys, Inc, but the Board has determined not to implement the reverse stock split of the Company's common stock at this time. With the approval of the name change, the Company will request a new trading symbol on the Over-The-Counter Bulletin Board Exchange. About Hythiam, Inc. Based in Los Angeles, Hythiam, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. The Company's balance sheet at Sept. 30, 2010, showed $3.48 million in total assets, $4.11 million in total liabilities, and a stockholders' deficit of $634,000. Stockholders' deficit was $588,000 at June 30, 2010. As reported in the Troubled Company Reporter on April 19, 2010, BDO Seidman, LLP, in Los Angeles, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations and negative cash flows from operating activities. ICOP DIGITAL: Safety Vision Takes Business After Auction -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that ICOP Digital Inc. was authorized on March 7 by the bankruptcy court in Kansas City to sell the assets to Safety Vision LLC. There were no other bidders at auction. Safety Vision is paying $800,000 cash plus 50% of collections on accounts receivable. The buyer also provided $500,000 in financing for the Chapter 11 case. About ICOP Digital Founded in 2002, ICOP Digital Inc. sells surveillance equipment for law enforcement agencies. Lenexa, Kansas-based ICOP Digital filed for Chapter 11 protection in Kansas City (Bankr. D. Kan. Case No. 11-20140) on Jan. 21, 2011. In its schedules, the Debtor disclosed assets of $1.67 million and debt of $2.74 million. The balance sheet as of Sept. 30 had assets on the books for $6.7 million and total liabilities of $4.3 million, according to Mr. Rochelle. Joanne B. Stutz, Esq., at Evans & Mullinix PA, in Shawnee, Kansas, represents the Debtor. IMPLANT SCIENCES: Restates 2009 Financial Statements ---------------------------------------------------- Implant Sciences Corporation filed an Amended No. 1 on Form 10-Q to its Quarterly Report for the quarter ended Dec. 31, 2009, initially filed with the U.S. Securities and Exchange Commission on Feb. 22, 2010. The Amendment is being filed to restate the Company's consolidated financial statements at, and for the three and six months ended Dec. 31, 2009 and the notes related thereto and the related sections of the Management's Discussion and Analysis of Financial Condition and Results of Operations. On Oct. 14, 2010, the Audit Committee of the Company's Board of Directors, in consultation with the Company's management, determined that the condensed consolidated financial statements included in the Company's Quarterly Report on Form 10-Q for the fiscal quarters ended Sept. 30, 2009, Dec. 31, 2009 and March 31, 2010 should no longer be relied on due to issues raised by the Company's independent accountants, Marcum LLP, regarding errors in the Company's adoption of Accounting Standards Codification 815- 40-15 "Derivatives and Hedging" related to the non-cash accounting treatment of financial instruments which are not deemed to be indexed to the Company's common stock. ASC 815-40-15 requires issuers to record, as liabilities, financial instruments that provide for reset provisions as an adjustment mechanism to the relevant exercise or conversion price, since they are not deemed to be indexed to the Company's common stock. Further, the Company is restating the aforementioned quarters to record, as of July 1, 2009 and Aug. 31, 2009, the commitment dates of the Company's Series F Convertible Preferred Stock, to record the deemed dividend resulting from the beneficial conversion feature contained in the Series F Convertible Preferred Stock. On Dec. 10, 2008, the Company entered into a note and warrant purchase agreement with DMRJ Group LLC, pursuant to which the Company issued a senior secured convertible promissory note in the principal amount of $5,600,000 and a warrant to purchase 1,000,000 shares of the Company's common stock. The promissory note and warrant were each amended and restated as of March 12, 2009. Both the promissory note and the warrant contain reset provisions, in the event that the Company issues additional shares of common stock at a price below the amended conversion price then in effect, the conversion price of the promissory note and the exercise price of the warrant will be automatically adjusted to equal the price per share at which such shares are issued or deemed to be issued. The Company determined that the conversion option and the warrant derivative liability should initially and subsequently be measured at fair value with changes in fair value recorded in earnings in each reporting period and will record a cumulative-effect adjustment to the opening balance of accumulated deficit at July 1, 2009. On July 1, 2009, the Company adopted the provisions of ASC 815-40- 15. In accordance with ASC 815-40-15, the cumulative effect of the change in accounting principle recorded by the Company in connection with a warrant to purchase shares of the Company's common issued to DMRJ and the reset provision contained in the senior secured promissory note the Company issued to DMRJ, was recorded as an adjustment of the opening balance of accumulated deficit. Upon adoption of ASC 815-40-15 at July 1, 2009, the Company recorded a fair value note conversion option liability of $1,183,000 resulting in an $802,000 adjustment to the opening balance of accumulated deficit. On July 1, 2009, in connection with the issuance of the $1,000,000 secured note, the Company also issued 871,763 shares of the Company's Series F Convertible Preferred Stock to DMRJ, and agreed that, if the Company were unable to obtain net proceeds of at least $3,000,000 from the issuance of debt or equity securities by Aug. 31, 2009, the Company would issue 774,900 additional shares of Series F Preferred Stock to DMRJ. DMRJ later extended this deadline until Oct. 1, 2009. The Company did not satisfy this requirement and issued those additional shares to DMRJ. In accordance with Accounting Standards Codification 470-20 "Debt", a conversion feature is beneficial, or "in the money," when the conversion rate of the convertible security is below the market price of the underlying common stock. The beneficial conversion feature is treated as a deemed dividend to the preferred shareholders. The Company's management identified a deficiency in its internal controls over financial reporting, specifically in the Company's controls over the adoption of Accounting Standards Codification 815-40-15 - "Derivatives and Hedging." related to the non-cash accounting treatment of financial instruments which are not deemed to be indexed to the Company's common stock. Further, the Company is restating the aforementioned quarters to record, as of July 1, 2009 and August 31, 2009, the commitment dates of the Company's Series F Convertible Preferred Stock, the deemed dividend resulting from the beneficial conversion feature contained in the Series F Convertible Preferred Stock, as required under Accounting Standards Codification 470-20 "Debt." As a result of this material weakness, the Company's Chief Executive Officer and Chief Financial Officer, concluded that, the Company did not maintain effective internal control over financial reporting as of Dec. 31, 2009 and further concluded that, as of that date, the Company's disclosure controls and procedures were not effective at the reasonable assurance level. A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The Company's restated statement of operations reflects a net loss of $19.11 million on $603,000 of revenue for the three months ended Dec. 31, 2009, compared with a net loss of $1.62 million on $603,000 of revenue as originally reported. The restated statement of operations also reflects a net loss of $20.47 million on $2.42 million of revenue for the six months ended Dec. 31, 2009, compared with a net loss of $3.27 million on $2.42 million of revenue as originally reported. The Company's restated balance sheet at Dec. 31, 2009 showed $5.47 million in total assets, $31.27 million in total liabilities, $5 million in commitments and contingencies and $30.80 million in total stockholders' deficit. A full-text copy of the Form 10-Q as amended on March 7, 2011 is available for free at http://ResearchArchives.com/t/s?74c8 About Implant Sciences Implant Sciences Corporation (OBB: IMSC.OB) -- http://www.implantsciences.com/-- develops, manufactures and sells sensors and systems for the security, safety and defense (SS&D) industries. The Company's balance sheet at June 30, 2010 showed $4.96 million in total assets, $30.10 million in total liabilities and $25.14 million in total stockholders' deficit. The audit report issued by the Company's independent registered public accounting firm issued on the Company's audited financial statements for the fiscal year ended June 30, 2010 contains a qualification regarding the Company's ability to continue as a going concern. This qualification indicates there is substantial doubt on the part of the Company's independent registered public accounting firm as to its ability to continue as a going concern due to the risk that the Company may not have sufficient cash and liquid assets at June 30, 2010, to cover the Company's operating capital requirements for the next twelve-month period and if sufficient cash cannot be obtained the Company would have to substantially alter its operations, or it may be forced to discontinue operations. INDIANTOWN COGENERATION: S&P Affirms 'BB+' Rating to Senior Debt ---------------------------------------------------------------- Standard & Poor's Ratings Services said affirmed its 'BB+' issue- level rating on Indiantown Cogeneration Funding Corp.'s senior secured debt and left the '3' recovery rating unchanged. The outlook remains stable. Standard & Poor's rating on Indiantown Cogen's $505 million 1994 amortizing first mortgage bonds due 2020 (about $268 million outstanding at Dec. 31, 2010) and the parity $125 million 1994 tax-exempt bonds issued by the Martin County (Fla.) Industrial Development Authority on behalf of Indiantown Cogeneration L.P. and due 2025 ($125 million outstanding at Dec. 31, 2010) is 'BB+'. Principal payments on the tax-exempt bonds begin in 2020. Indiantown Cogeneration Funding is a wholly owned subsidiary of Indiantown Cogeneration L.P. The recovery rating on the bonds is '3', indicating expectations of meaningful recovery (50%-70%) if a payment default occurs. The outlook is stable. Indiantown Cogen is a 330 megawatt pulverized coal-fired cogeneration facility in Martin County, Fla. that began commercial operations in late 1995. The project has a power-purchase agreement through 2025 with Florida Power & Light Co. (A- /Stable/A-2) for the facility's entire capacity and energy output. The plant is a qualifying facility (that generates electricity sold to FP&L under a PPA that expires in 2025, and supplies steam to Louis Dreyfus Citrus Inc., an adjacent food-processing plant under an energy services agreement that expires in 2016. The project's coal supply agreement expires in about 2025, but has a price reopener in late 2011 that it hasn't finalized yet. The stable outlook on Indiantown Cogen reflects S&P's expectation that the project's actual fuel costs in the near term will remain aligned with the fuel index used in energy cost reimbursement, although the risk of the continued mismatch exists. Standard & Poor's could lower the ratings if margins come under pressure due to higher coal supply costs following renegotiation of the coal contract price in about mid-2011. S&P is not likely to raise the ratings unless the project reaches an agreement with FP&L that would provide long-term resolution to the potential energy revenue/fuel cost mismatch issue. INT'L COMMERCIAL: Issues 2.35-Mil. Stock Options to Employees ------------------------------------------------------------- International Commercial Television Inc. issued a total of 2,350,000 options to purchase common stock to a total of nine directors, officers, employees and consultants in order to provide an additional incentive for their continuing services to the Company. The Options were issued pursuant to the Company's 2001 Stock Option Plan, which was approved by our shareholders on Feb. 26, 2001. The Options vest over a period of three years. The exercise price for the Options is $.0828 per share, which is equal to the average closing prices for the Company's common stock for the 10 trading days ending on the date the directors approved issuance of the Options. The Options allow for cashless exercise, and were otherwise issued in accordance with the Company's 2001 Stock Option Plan. A total of 700,000 Options granted to two consultants to the Company will terminate automatically, without vesting, if the Company does not close an equity investment in the Company on or before June 30, 2011, in an amount, and on terms, acceptable to the Company, with an investor, or group of investors, introduced to the Company by the consultants. The issuance of the Options is exempt from registration under Section 4(2) of the Securities Act of 1933. Separately, in Dec. 2010 the Company issued 250,000 options to a former consultant to the Company to settle a dispute as to the term and compensation due under a consulting agreement which the Company had terminated. 100,000 options are exercisable at $.075, and 150,000 options are exercisable at $.25. The options become exercisable over a 2 1/2 year period. The issuance of options to the former consultant is exempt from registration under Section 4(2) of the Securities Act of 1933. About International Commercial Bainbridge Island, Wash.-based International Commercial Television Inc. was organized under the laws of the State of Nevada on June 25, 1998. The Company sells various consumer products. The products are primarily marketed and sold throughout the United States and internationally via infomercials. As reported in the Troubled Company Reporter on June 25, 2010, Amper, Politziner & Mattia LLP, in Edison, N.J., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted of the Company's recurring losses from operations and negative cash flows. The Company's balance sheet at Sept. 30, 2010, showed $911,500 in total assets, $1.78 million in total liabilities, and a stockholders' deficit of $878,000. The Company's consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company noted that it generated negative cash flows from operating activities in the nine month period ended Sept. 30, 2010 of approximately $245,000, and the Company, for the most part, has experienced recurring losses from operations. The Company had a negative working capital of approximately $776,000 and an accumulated deficit of approximately $6,009,000 as of Sept. 30, 2010. J&J WAREHOUSE: Section 341(a) Meeting Scheduled for April 12 ------------------------------------------------------------ The U.S. Trustee for Region 16 will convene a meeting of J&J Warehouse Company LLC's creditors on April 12, 2011, at 9:00 a.m. The meeting will be held at Room 2610, 725 S Figueroa Street, Los Angeles, California. 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. Baldwin Park, California-based J&J Warehouse Company LLC, fdba First Park Place LLC, filed for Chapter 11 bankruptcy protection on March 1, 2011 (Bankr. C.D. Calif. Case No. 11-18813). Ian Landsberg, Esq., at Landsberg & Associates APC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. JACKMAN FINANCIAL: Case Summary & 13 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Jackman Financial Corp 5118 South Blackstone Avenue Chicago, Il 60615 Bankruptcy Case No.: 11-09341 Chapter 11 Petition Date: March 7, 2011 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: Mitchell Elliot Jones, Esq. JONES LAW OFFICES 1236 Chicago Avenue, #302 Evanston, IL 60202 Tel: (312) 282-7849 E-mail: mej@joneslaw.org Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb11-09341.pdf The petition was signed by Daniel Goldman, president. JAMES RIVER: S&P Puts 'B-' Corp. Rating on CreditWatch Positive --------------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings, including its 'B-' corporate credit rating, on Richmond, Va.-based coal producer James River Coal Company, on CreditWatch with positive implications. The CreditWatch positive listing means S&P could affirm the rating or raise it following the conclusion of S&P's analysis. "Key factors of its analysis will include a review of the strategic plans for the combined entity and the ultimate form of financing," said Standard & Poor's credit analyst Fred Ferraro. The CreditWatch listing follows James River Coal's announcement that it will acquire International Resource Partners L.P., a steam and metallurgical coal producer, for approximately $475 million in an all-cash transaction. This transaction gives James River Coal exposure to the attractive metallurgical coal market, adds management experience in overseas marketing, and expands the company's reserve life. The combined company will include approximately 36 mines in Central Appalachia and the Midwest and have combined coal reserves of approximately 410 million tons, including 61 million tons of metallurgical coal reserves. On a pro forma basis, 2010 combined revenues and EBITDA would have been approximately $1.2 billion and $257 million, respectively. The deal is expected to close in the first half of 2011 and is subject to regulatory approval. James River Coal has secured $375 million in committed financing, which in addition to existing cash balances, is expected to be sufficient to finance the acquisition. The company will consider long-term financing options, which could include equity, in place of the committed financing prior to the transaction's closing. Standard & Poor's will monitor the progress toward closing the transaction and evaluate the company's near-to-intermediate term financing and capital spending plans. S&P will also assess the business and financial risks of the combined company, including the resulting capital structure. S&P could raise the rating if its assessment leads us to conclude that the acquisition improves the business risk profile and is funded in such a way that is consistent with the current capital structure. S&P could affirm the rating if in its view the post-closing capital structure results in credit metrics that outweigh the modest benefits of an improved business risk profile. JEVIC HOLDING: Has Access to Cash Collateral Until June 30 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has authorized Jevic Holding Corp. and its debtor-affiliates to access until June 30, 2011, cash securing repayment of a loan from their prepetition lenders. According to the Debtors, without use of the cash collateral, they will have no ability to operate their businesses. The Debtors say, absent the cash collateral, they will not be able to pay their vendors, fund their payroll and pay professionals necessary for the successful wind-down of their businesses. Prepetition Debt Prepetition, on July 28, 2006, the Debtors entered into an aggregate $101.2 million secured credit agreement with CIT as agent and certain other lenders and lienholder parties. The prepetition facility consisted of a $85 million revolving facility and a $16.2 million term loan. Subsequent to a sale and lease- back of the Debtors' facilities, the revolving facility was reduced to $55 million and the term loan was eliminated. The prepetition facility is secured by eligible accounts receivable as well as rolling stock. At Dec. 31, 2007, the Debtors had $25.4 million of borrowings and $27.8 million of letters of credit outstanding under the revolving facility. The remaining minimum availability was $4.8 million, which was below the minimum availability covenant of $5.0 million. The Debtors said, in June 2006, Sun Transportation LLC, which is owned by Sun Capital Partners, IV, LP, acquired the Debtors. Sun Transportation continues to own substantially all of the stock of Jevic Transportation, the parent of the other Debtors. The Debtors entered into a forbearance agreement with the prepetition lenders on Jan. 8, 2008, which was set to expire on Feb. 28, 2008. In connection with the forbearance agreement, Sun provided a $2 million limited guaranty of the Prepetition Facility. The forbearance agreement with the Prepetition Lenders was amended a number of times to extend the expiration date. However, the forbearance agreement expired without extension on May 12,2008. Prior to their bankruptcy filing, Sun paid the prepetition lenders $2.0 million under a limited guaranty that Sun executed for the benefit of the prepetition lenders. Adequate Protection In exchange for the use of cash collateral, the Debtors will provide the Prepetition Lenders with, among other things, these primary forms of adequate protection: a) expenditures in compliance with the budget paid from receipts from the ongoing collection of proceeds of assets and from and liquidation of assets from Jan. 1, 2011 through June 30, 2011; b) additional and replacement security interests and liens in and upon all prepetition and postpetition assets and properties, whether now existing or newly acquired or arising, and wherever located, excluding chapter 5 causes of action and their proceeds. A full-text copy of the cash collateral budget is available for free at http://ResearchArchives.com/t/s?74cb About Jevic Transportation Based in Delanco, New Jersey, Jevic Transportation Inc. -- http://www.jevic.com/-- provided trucking services. Two affiliates -- Jevic Holding Corp. and Creek Road Properties -- have no assets or operations. Jevic et al. sought Chapter 11 protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008. Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Del., represent the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on an Official Committee of Unsecured Creditors. Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Before filing for bankruptcy, the Debtors initiated an orderly wind-down process. As a part of the wind-down process, the Debtors ceased substantially all of their business and terminated roughly 90% of their employees. The Debtors continue to manage the wind-down process in an attempt to deliver all freight in their system and to retrieve their assets. When the Debtors sought protection from their creditors, they estimated assets and debts between $50 million and $100 million. K-V PHARMACEUTICAL: Plans to Offer $200MM of Sr. Secured Notes -------------------------------------------------------------- K-V Pharmaceutical Company intends to offer $200 million of senior secured notes due 2015 in a private placement, subject to market conditions. The Notes will be offered only to accredited investors pursuant to Regulation D under the Securities Act of 1933, as amended. The Notes have not been registered under the Securities Act or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state securities laws. The Company intends to use the net proceeds from the offering of the Notes to repay in full the Company's outstanding obligations under its credit agreement with U.S. Healthcare I, L.L.C. and U.S. Healthcare II, L.L.C. (including the payment of related premiums) and terminate the related future loan commitments, to establish an escrow reserve for one year of interest payments on the Notes and for general corporate purposes. About KV Pharmaceutical KV Pharmaceutical Co., with headquarters in St. Louis, Missouri, is a specialty pharmaceutical company that develops, manufactures and markets innovative branded, quality generic/non-branded and unique specialty ingredient products, utilizing proprietary drug delivery technologies. In addition to its comprehensive research & development and manufacturing processes, KV has broad marketing and sales capabilities through its two wholly owned subsidiaries, Ther-Rx Corporation, marketing branded products and ETHEX Corporation, marketing generic/non-branded products. At March 31, 2010, the Company's balance sheet showed $358.6 million in total assets, $497.7 million in total liabilities, and a stockholders' deficit of $139.1 million. * * * As reported in the Troubled Company Reporter on Jan. 3, 2011, BDO USA, LLP, in Chicago, expressed substantial doubt about K-V Pharmaceutical's ability to continue as a going concern, following the Company's results for the fiscal year ended March 31, 2010. The independent auditors noted that the Company has suspended the shipment of all but one of the products manufactured by the Company and must comply with a consent decree with the Food and Drug Administration before approved products can be reintroduced to the market. The Company reported a net loss of $283.6 million on $152.2 million of net revenues for fiscal 2010, compared to a net loss of $313.6 million on $312.3 million of net revenue for fiscal 2009. KATUMBH LLC: Travelodge Hotel Has $1.8-Mil. in Debts ---------------------------------------------------- Michael Buettner at The Progress-Index reported Katumbh LLC, which has sought Chapter 11 protection, is the owner of a 42-year-old Travelodge hotel at 530 E. Washington St. near Interstate 95, in Petersburg, Virginia. The Company disclosed total assets of $2.2 million and total liabilities of $1.8 million. A list of the Company's 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb11-31397.pdf The Progress-Index notes the Company listed its largest unsecured creditor as Travelodge Hotels Inc. of Parsippany, N.J., which Katumbh said it owes $44,692 in franchise fees. Next on the list is a debt of $29,602 to the Petersburg Treasurer's Office for taxes. Combined with a $3,892 bill owed to the city's Utilities Department, the hotel owner owes the city a total of $33,494. Other major creditors include the state Department of Taxation, which Katumbh said it owes $26,531 in taxes, and Dominion Virginia Power, which the company said it owes $15,370. The Company said it believes it will have some funds available to distribute to the 13 unsecured creditors listed in court documents. Katumbh, LLC, formerly Katumbh, Inc., filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 11-31397) on March 3, 2011. Alexander Hamilton Ayers, Esq. at Ayers & Stolte, P.C., in Richmond, Virginia, represents the Debtor. KAUPTHING BANK: UK, Iceland Arrest 9 in Kaupthing Collapse Probe ---------------------------------------------------------------- Bankruptcy Law360 reports that British and Icelandic authorities made nine arrests Wednesday as part of an ongoing investigation into the 2008 collapse of Iceland's largest bank, Kaupthing Bank HF. The U.K.'s Serious Fraud Office and the City of London Police searched two businesses and eight residential properties and arrested seven men aged between 42 and 54 in London, Law360 relates. About Kaupthing Bank Headquartered in Reykjavik, Kaupthing Bank -- http://www.kaupthing.com/-- is Iceland's largest bank and among the Nordic region's 10 largest banking groups. With operations in more than a dozen countries, the bank offers a range of services including retail banking, corporate finance, asset management, brokerage, private banking, treasury, and private wealth management. Kaupthing was created by the 2003 merger of Bunadarbanki and Kaupthing Bank. In October 2008, the Icelandic government assumed control of Kaupthing Bank after taking similar measures with rivals Landsbanki and Glitnir. As reported by the Troubled Company Reporter-Europe, on Nov. 30, 2008, Olafur Gardasson, assistant for Kaupthing Bank hf., filed a petition under Chapter 15 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York commencing the Debtor's Chapter 15 case ancillary to the Icelandic Proceeding and seeking recognition for the Icelandic Proceeding as a "foreign main proceeding" under the Bankruptcy Code and relief in aid of the Icelandic Proceeding. KRONOS INTERNATIONAL: Reports $86.50 Million Net Income in 2010 --------------------------------------------------------------- Kronos International, Inc. filed its annual report on Form 10-K, reporting net income of $86.50 million on $998.50 million of net sales for the year ended Dec. 31, 2010, compared with a net loss of $46.50 million on $819.90 million of net sales during the prior year. The Company also reported net income of $21.80 million on $262.70 million of net sales for the three months ended Dec. 31, 2010, compared with net income of $600,000 on $227 million of net sales for the same period during the prior year. Steven L. Watson, Chief Executive Officer, said, "We saw significant improvement in our business and the TiO2 industry during 2010. Worldwide demand for our TiO2 products continued to strengthen and our manufacturing facilities successfully operated at near full practical capacity utilization levels. With favorable industry dynamics, we were able to implement significant increases in our TiO2 selling prices that resulted in increased profitability and cash flows. We continue to believe that profit margins are still significantly lower than necessary to reasonably justify green-field or other major expansions of TiO2 production capacity. Assuming demand for TiO2 products remains strong, we expect the worldwide shortage will continue beyond 2011, and we expect to implement additional increases in our TiO2 selling prices. As a result, we believe we will report additional improvements in our operating and financial performance in 2011 and the foreseeable future as compared to 2010." The Company's balance sheet at Dec. 31, 2010 showed $1.02 billion in total assets, $843.30 million in total liabilities and $180.40 million of total stockholders' equity. A full-text copy of the Annual Report is available for free at: http://researcharchives.com/t/s?74ad About Kronos International Kronos International, Inc., produces and markets TiO2 pigments in Europe, and is a wholly owned subsidiary of Kronos Worldwide, Inc., headquartered in Dallas, Texas. * * * As reported by the Troubled Company Reporter on June 25, 2010, Moody's Investors Service raised Kronos International's Corporate Family Rating to B3 from Caa1 and the rating on the EUR400 million senior secured notes due 2013 to Caa1 from Caa2. The upgrade reflects KII's better operating results, improved titanium dioxide market conditions and the expectation that credit metrics will improve further in 2010. The outlook is stable. Moody's also said KII's liquidity is supported by its positive cash flow from operations, cash balances and unused availability under its EUR80 million revolving credit, which matures in less than one year (May 2011). Total use of the revolver was restored to the company in May 2010 after complying with the amended covenants in the first quarter 2010. Availability had been limited to EUR51 million since the facility was amended in September 2009 to accommodate the shortfall in EBITDA generation during the global economic downturn, which would have led to a violation of the leverage covenant. The improved profitability in 2010 could allow the company to meet the original financial covenants and revert the credit facility to its pre-amendment terms and conditions. The TCR on April 19, 2010, reported that Fitch Ratings has upgraded Kronos' Issuer Default Rating to 'B-' from 'CCC' and its securities ratings: Senior secured revolving credit facility to 'BB-/RR1' from 'B+/RR1'; Senior secured notes to 'B-/RR4' from 'CCC/RR4'. The Rating Outlook has been revised to Stable from Negative. Fitch said the ratings reflect high financial leverage at Kronos International as well as Kronos Worldwide's solid market position in the TiO2 industry, the fifth largest globally with 10% of global capacity. The ratings also reflect the early stages of a recovery in the TiO2 industry and Fitch's expectations that earnings over the next 24 months will remain below the average over the period from 2005 through 2008. Moody's Investors Service raised Kronos International, Inc.'s Corporate Family Rating to B2 from B3 and the rating on the EUR400 million senior secured notes due 2013 to B3 from Caa1. The upgrade reflects KII's strong operating results, attractive titanium dioxide market conditions and the expectation that the company will continue to enjoy strong margins and positive free cash flow. The outlook is positive. L A X LLC: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------- Debtor: L A X, LLC 6066 Reseda Boulevard Tarzana, CA 91356 Bankruptcy Case No.: 11-12878 Chapter 11 Petition Date: March 8, 2011 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Victoria S. Kaufman Debtor's Counsel: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER APC 1950 Sawtelle Blvd., Suite 328 Los Angeles, CA 90025 Tel: (310) 473-3511 Fax: (310) 473-3512 E-mail: ray@averlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-12878.pdf The petition was signed by Joseph Amin, manager. LACK'S STORES: Finger Furniture Gets Lease Right to Clute Location ------------------------------------------------------------------ Heath E. Combs at Furniture Today says retailer Finger Furniture is seeking lease rights to a former Lack's Home Furnishings store located in Clute, Texas. Furniture Today relates that according to a lease agreement subject to bankruptcy court approval, Finger Furniture will rent about 34,500 square feet at the store, which is about 50 miles from Houston near the Texas coast. Rodney Finger, president and CEO, said that assuming the court approves the transaction, the location will reopen as a Finger Furniture store. Lack's and Finger Furniture executed an Assumption and Assignment of Lease for the Clute store on March 1, 2011. The bankruptcy court will hear the motion later this month. About Lack's Stores Victoria, Texas-based Lack's Stores, Incorporated, is one of the largest, independently-owned retail furniture chains in the United States. Lack's Stores is a chain of 36 retail stores and operates under the trade styles Lacks and Lacks Home Furnishings. The Company sells a complete line of furnishings for the home including furniture, bedding, major appliances and home electronics. The stores are located in South, Central, and West Texas. Lack's Stores and its affiliates filed for Chapter 11 bankruptcy protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No. 10-60149). The Debtor estimated its assets and debts at $100 million to $500 million. Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel to the Debtor. Huron Consulting Group, Inc., is the financial advisor. LACK'S STORES: Has Until May 16 to Propose Chapter 11 Plan ---------------------------------------------------------- The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas extended Lack's Stores, Inc., et al.'s exclusive periods to file and solicit acceptances for the proposed Chapter 11 plan until May 16, 2011, and July 15, respectively. About Lack's Stores Victoria, Texas-based Lack's Stores, Incorporated, is one of the largest, independently-owned retail furniture chains in the United States. Lack's Stores is a chain of 36 retail stores and operates under the trade styles Lacks and Lacks Home Furnishings. The Company sells a complete line of furnishings for the home including furniture, bedding, major appliances and home electronics. The stores are located in South, Central, and West Texas. Lack's Stores and its affiliates filed for Chapter 11 bankruptcy protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No. 10-60149). The Debtor disclosed $182,023,008 in assets and $136,813,103 in liabilities as of the Chapter 11 filing. Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel to the Debtor. Huron Consulting Group, Inc., is the financial advisor. The Official Committee of Unsecured Creditors formed in the Chapter 11 case has tapped Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP, as bankruptcy counsel; Strong Pipkin Bissell & Ledyard, L.L.P., as local counsel; and The Conway Mac Kenzie, Inc., is the financial advisor. LECG CORP: Transfers Certain Assets to Grant Thornton ----------------------------------------------------- On March 1, 2011, pursuant to an Instrument of Assignment, LECG Corporation and LECG Partners LLP, which provides attest services under an alternative practice structure, transferred certain assets of their U.S. tax, consulting and business advisory, and assurance practices of its Consulting and Governance business segment to Grant Thornton LLP. In conjunction with this transaction, approximately 33 managing directors of LECG, and substantially all of the client-serving employees and administrative staff serving under these managing directors, became employees of Grant Thornton. As consideration, Grant Thornton paid LECG $6.325 million, of which $5.775 million represented $175,000 per managing director that joined Grant Thornton. A non-binding letter of intent dated Feb. 25, 2011 between the parties contemplates additional, related transactions, expected to close in the immediate future. LECG expects to sell LECG's account receivables and work-in-progress attributed to the above- referenced practices to Grant Thornton and to sell LECG's U.K.- based consulting and business advisory practice to Grant Thornton or Grant Thornton's U.K. member firm. When consummated, these transactions will represent the divestiture by LECG of a substantial part of its Consulting and Governance segment. This transaction does not cover LECG's other European practices, which include economics consulting, forensic accounting services and tax services. About LECG LECG is a global litigation; economics; consulting and business advisory; and governance, assurance, and tax expert services firm with approximately 1,100 employees in offices around the world. LECG and certain of its subsidiaries are parties to a Credit Agreement dated as of May 15, 2007, as amended, with the Bank of Montreal and the syndicate bank members under the Credit Agreement. On Feb. 28, 2011, the parties to the Credit Agreement entered into the Tenth Amendment and Limited Duration Waiver to the Credit Agreement, which among things waived LECG's failure to be in compliance with certain representations and warranties and financial and non-financial covenants under the facility. The Limited Duration Waiver is the fourth the Company has received since Nov. 15, 2010. The Term Credit Facility matures on March 31, 2011 and approximately $27.8 million is outstanding under the facility. The Company said it does not have sufficient resources to repay amounts outstanding under the facility at this time. LEVEL 3 COMMS: Inks $500 Million Indenture With New York Mellon --------------------------------------------------------------- On March 4, 2011 Level 3 Communications, Inc. and its wholly owned subsidiary, Level 3 Financing, Inc., entered into an indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, in connection with Level 3 Financing's issuance of $500,000,000 in aggregate principal amount of its 9.375% Senior Notes due 2019. The net proceeds from the offering, together with cash on hand, are being used to redeem a portion of Level 3 Financing's outstanding 9.25% Senior Notes due 2014. The 9.375% Senior Notes are senior unsecured obligations of Level 3 Financing, ranking equal in right of payment with all other senior unsecured obligations of Level 3 Financing. Level 3 has guaranteed the 9.375% Senior Notes. The 9.375% Senior Notes will mature on April 1, 2019. Interest on the Notes will be payable on April 1 and October 1 of each year, beginning on Oct. 1, 2011. The 9.375% Senior Notes will be subject to redemption at the option of Level 3 Financing, in whole or in part, at any time or from time to time, upon not less than 30 nor more than 60 days' prior notice, (i) prior to April 1, 2015, at 100% of the principal amount of 9.375% Senior Notes so redeemed plus (A) the applicable make-whole premium set forth in the Indenture, as of the redemption date and (B) accrued and unpaid interest thereon (if any) up to, but not including, the redemption date, and (ii) on and after April 1, 2015, plus accrued and unpaid interest thereon (if any) up to, but not including the redemption date. The redemption price for the 9.375% Senior Notes if redeemed during the twelve months beginning (i) April 1, 2015 is 104.688%, (ii) April 1, 2016 is 102.344% and (iii) April 1, 2017 and thereafter is 100.0%. At any time or from time to time on or prior to April 1, 2014, Level 3 Financing may redeem up to 35% of the original aggregate principal amount of the 9.375% Senior Notes at a redemption price equal to 109.375% of the principal amount of the 9.375% Senior Notes so redeemed, plus accrued and unpaid interest thereon (if any) up to, but not including, the redemption date, with the net cash proceeds contributed to the capital of Level 3 Financing from one or more private placements of Level 3 or underwritten public offerings of common stock of Level 3 resulting, in each case, in gross proceeds of at least $100 million in the aggregate. However, at least 65% of the original aggregate principal amount of the 9.375% Senior Notes must remain outstanding immediately after giving effect to such redemption. Any such redemption will be made within 90 days following such private placement or public offering upon not less than 30 nor more than 60 days' prior notice. The offering of the 9.375% Senior Notes was not registered under the Securities Act of 1933, as amended, and the 9.375% Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The 9.375% Senior Notes were sold to "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended. On March 4, 2011, Level 3, Level 3 Financing and the initial purchasers of the 9.375% Senior Notes entered into a registration rights agreement regarding the 9.375% Senior Notes pursuant to which Level 3 and Level 3 Financing agreed, among other things, to file an exchange offer registration statement with the Securities and Exchange Commission. A full-text copy of the Indenture is available for free at: http://ResearchArchives.com/t/s?74bf About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion in total assets, $8.51 billion in total liabilities and a $157 million stockholders' deficit. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. LOCAL INSIGHT: S&P Withdraws 'D' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on Local Insight Regatta Holdings Inc. S&P lowered its corporate credit rating on the company to 'D' on Nov. 19, 2010, following Local Insight's voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware. LODGE NORTH: Case Summary & 25 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Lodge North Investors-07, LLC 240 North Avenue, Suite 212 New Rochelle, NY 10801 Bankruptcy Case No.: 11-22429 Chapter 11 Petition Date: March 9, 2011 Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: David Carlebach, Esq. LAW OFFICES OF DAVID CARLEBACH, ESQ. 40 Exchange Place New York, NY 10005 Tel: (212) 785-3041 Fax: (212) 785-3618 E-mail: david@carlebachlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Selim Zherka, managing member. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- TN Metro Holdings XII, LLC 11-22428 03/09/11 Lodge North's List of 25 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ KKAS, LLC -- $3,400,000 93B Deming Road Berlin, CT 06067 Yes We Can Mgmt., LLC -- $197,751 96 Ledgecrest Avenue New Britain, CT 06051 Nashville Electric -- $11,397 1214 Church Street Nashville, TN 37264-0003 HD Supply -- $10,226 Precision Plumbing Co. -- $7,438 Riterug -- $4,625 The Home Decor Lawncare -- $3,450 Apartment Guide -- $2,325 My New Place -- $2,270 WILMAR -- $2,194 RealPage-OneSite -- $1,917 Rent.com -- $1,850 Waste Industries -- $1,407 Sears -- $1,311 Lamar Advertising -- $1,272 Leak Master, Inc. -- $1,125 Mack Pest Control Inc. -- $1,021 Apartment Finder of Nashv -- $855 BerkleyNet -- $841 Draper Lawn Service -- $800 Pitney Bowes -- $760 Advance Communications -- $573 Gallatin Fire Extinguishe -- $432 ICI Paints -- $317 AT&T -- $303 M & T REPAIR: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: M & T Repair Service Inc. 7059 West 900 South Brookston, IN 47923 Bankruptcy Case No.: 11-40144 Chapter 11 Petition Date: March 7, 2011 Court: United States Bankruptcy Court Northern District of Indiana (Hammond Division at Lafayette) Judge: Robert E. Grant Debtor's Counsel: Alfred E. McClure, Esq. MCCLURE & O'FARRELL 210 Meijer Drive, Suite C Lafayette, IN 47905 Tel: (765) 446-8228 Fax: (765) 446-8230 E-mail: almcclureecf@aol.com Scheduled Assets: $1,415,000 Scheduled Debts: $3,366,665 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/innb11-40144.pdf The petition was signed by J. Malcome Walker, president. M-WISE INC: All Assets to be Acquired by Vringo ----------------------------------------------- Vringo, Inc., a provider of video ringtones and personalization solutions for mobile devices, announced that it has signed a non- binding Letter of Intent to acquire substantially all of the assets of m-Wise, Inc. m-Wise provides a platform used by leading content owners and service providers to manage, deliver and monetize mobile entertainment, content and applications. The m-Wise mobile software as a service (SaaS) platform is used to power over three million daily mobile service transactions world-wide, and m-Wise has performed over one billion mobile transactions in the aggregate since it was founded in March 2000. m-Wise's platform has been utilized in over 300 applications across more than 50 mobile networks by more than 50 international content and media providers. m-Wise's current customers include leading companies such as Jesta Digital, Thumbplay, Universal Music Group, Digicel and Snackable Media. These m-Wise-enabled applications for content and media partners include content delivery services, ringtones, music, video, games, information services, alerts and advertising and promotions, all of which were developed and delivered from the cloud on a hosted basis. For the nine months ending Sept. 30, 2010, m-Wise reported sales of $2.1 million, gross profit of $1.2 million and a net loss (including non-cash, stock-based expenses and options accounting) of $0.8 million. Vringo anticipates cost savings and operational synergies from combining m-Wise's business with Vringo's core business. As a result, Vringo believes that the m-Wise acquisition will be cash flow accretive with the potential to reduce Vringo's overall burn rate in the first full year of combined operations. Under the terms of the LOI, Vringo will issue m-Wise 1.9 million shares of its common stock, provide m-Wise's management with a retention package comprised of options to purchase 500,000 shares of common stock, and assume and pay over a two year period certain of m-Wise's expenses and related costs in the amount of $615,000. Vringo will also issue a five-year promissory note for $320,000 convertible into 200,000 shares of its common stock for certain services provided in connection with the transaction. "This business combination makes tremendous sense for Vringo," said Jon Medved, Vringo's Chief Executive Officer. "By adding m- Wise's rich back-end server technology to Vringo's proven video application ability, we can generate significant product, customer and cost synergies. We intend to use the m-Wise platform to release multiple new video and other mobile consumer services to our growing family of content and carrier partners. We also expect to acquire revenue and margin contribution as a result of this transaction, which would bring us that much closer to profitability." Zach Sivan, m-Wise's CEO, commented, "We are excited about the prospects of joining with Vringo to provide a rich end-to-end mobile application service platform to an expanded list of customers and directly to consumers. Mobile services are moving to the cloud, and video is the coming tsunami which will drive the entire mobile market. Together with Vringo's creative and market leading video team, we expect to ride this huge wave to our mutual benefit." The proposed transaction is subject to the satisfactory completion of due diligence by Vringo, the execution of a definitive agreement, regulatory approval, and the approval of both the boards of directors and stockholders of Vringo and m-Wise. Upon the closing of a definitive agreement, Vringo expects to prepare and file with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 covering the shares issued in this transaction. The parties intend to complete the transaction as soon as practicable after receiving all necessary approvals. Vringo's fully-hosted carrier platform is currently deployed for international partners in six markets with new launches anticipated in the next quarter. Vringo's scalable cloud-based distributed application architecture enables the carrier's subscribers to browse and download mobile videos, set them as video ringtones and instantly share them with friends. In addition to carrier partners such as Orange, Maxis and Etisalat, Vringo has content partnerships with various major content providers including EMI, T-Pain, Tiesto, Muhammad Ali, Turner, Marvel, Discovery Mobile, RTL, Ingrooves and Agence France-Presse. About Vringo Founded in 2006, Vringo (NYSE Amex:VRNG) is bringing about the evolution of the ringtone. With its award-winning video ringtone application and mobile software platform, Vringo transforms the basic act of making and receiving mobile phone calls into a highly visual, social experience. By installing Vringo's application, which is compatible with more than 200 handsets, users can create or take video, images and slideshows from virtually anywhere and make it into their personal call signature. Vringo's patented VringForward(TM) technology allows users to share video clips with friends with a simple call. Vringo has launched its service with various international mobile operators and dozens of content partners and maintains a library of more than 5,000 video ringtones. For more information, visit http://ir.vringo.com. About m-Wise, Inc. Based in Herzeliya Pituach, Israel, m-Wise, Inc. is a Delaware corporation that develops interactive messaging platforms for mobile phone-based commercial applications, transactions, and information services with internet billing capabilities. The Company's wholly-owned subsidiaries are: m-Wise Ltd., which is located in Israel and was incorporated in 2000 under the laws of Israel; and m-Wise Tecnologia LTDA., which is located in Brazil and was incorporated in 2009 under the laws of Brazil. The Company's balance sheet at Sept. 30, 2010, showed $686,394 in total assets, $1.56 million in total liabilities, and a stockholders' deficit of $868,610. MAJESTIC STAR: Court Approves Appointment of Mediator ------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court signed an order appointing a mediator in The Majestic Star Casino case. The motion for a mediator was filed by the Tax Assessor of Lake County, Indiana. The mediator's fees will be shared by both parties. About Majestic Star The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka Majestic Star -- is based in Las Vegas, Nev., and is a wholly owned subsidiary of Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden Development, Inc. The Company was formed on December 8, 1993, as an Indiana limited liability company to provide gaming and related entertainment to the public. The Company commenced gaming operations in the City of Gary at Buffington Harbor, located in Lake County, Inc., on June 7, 1996. The Company is a multi-jurisdictional gaming company with operations in three states -- Indiana, Mississippi and Colorado. The Company sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 09-14136) on Nov. 23, 2009. The Company's affiliates -- The Majestic Star Casino II, Inc., The Majestic Star Casino Capital Corp., Majestic Star Casino Capital Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed separate Chapter 11 petitions. The Majestic Star Casino's balance sheet at June 30, 2009, showed total assets of $406.42 million and total liabilities of $749.55 million. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' Delaware counsel. Xroads Solutions Group, LLC, is the Debtors' financial advisor, while EPIQ Bankruptcy Solutions LLC serves as the Debtors' claims and notice agent. Michael S. Stamer, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Bonnie Glantz Fatell, Esq., and David W. Carickhoff, Esq., at Blank Rome LLP, in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. MEG ENERGY: S&P Assigns 'BB' Rating to $500 Mil. Senior Debt ------------------------------------------------------------ Standard & Poor's Rating Services said it assigned its 'BB' issue- level rating and '3' recovery rating to Calgary, Alta.-based MEG Energy Corp.'s proposed US$500 million senior unsecured debt issue due 2021. At the same time, Standard & Poor's affirmed its 'BBB-' issue-level rating on the company's existing senior secured debt. The '1' recovery rating on the secured debt is unchanged, indicating S&P's expectation of very high (90%-100%) recovery in a default scenario. Although S&P's estimated enterprise value at the time of default provides significant recovery prospects for MEG's existing and proposed debt, its recovery rating criteria caps its rating on senior unsecured debt for issuers in the 'BB' rating category at '3', a recovery rating that suggests meaningful recovery (50%-70%) at the time of default. S&P has revised its enterprise valuation and recovery ratings to reflect its opinion of the company's reserves growth in 2010 from year-end 2009 reported reserves, and its updated assumption that borrowing base limits and bank overcollateralization targets could restrict the total claim on the asset-based lending credit facility to no more than 85% of S&P's reserves valuation at the time of default. As MEG's sizable oil sands, proven and probable reserves, and vast contingent resource base provide substantial recovery prospects at the time of default, S&P's revised criteria regarding potential limitations on borrowing base availability does not affect its estimates of MEG's credit facilities at the time of default. (S&P will publish a complete recovery analysis on RatingsDirect on the Global Credit Portal once S&P review the notes' final terms and conditions.) "In S&P's view, the very high enterprise valuation at the time of projected default in 2016 suggests there is a significant cushion associated with the '1' recovery rating," said Standard & Poor's credit analyst Michelle Dathorne. "Given current coverage metrics, there would have to be a material reduction in asset values and a substantial increase in secured debt to affect the recovery ratings," Ms. Dathorne added. The 'BB' rating, and stable outlook, on MEG reflect Standard & Poor's assessment of the company's weak cash flow generation, below-average profitability in the initial phases of its multiyear steam-assisted gravity drainage project development, and discounted realized crude oil prices. In S&P's opinion, the company's large resource base and high recovery rates, good visibility to long-term production growth, and competitive full- cycle cost profile offset these weaknesses. MEG holds a 100% interest in more than 800 square miles of oil sands leases in the Athabasca region of northern Alberta, and is producing its bitumen resources using SAGD technology. The company's oil sands leases are adjacent to Cenovus Energy Inc.'s (BBB+/Stable/--) Christina Lake leases, and Devon Energy Corp.'s (BBB+/Stable/A-2) JackFish SAGD project. MEG also holds a 50% joint venture interest in the Access pipeline, and owns and operates an 85-megawatt cogeneration facility. Ratings List MEG Energy Corp. Corporate credit rating BB/Stable/-- Rating Assigned US$500 million senior unsecured debt BB Recovery rating 3 Rating Affirmed Senior secured debt BBB- Recovery rating 1 METAMORPHIX INC: Noteholders to Buy Assets for $6 Million --------------------------------------------------------- Bankruptcy Law360 reports that Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware said Wednesday she would approve the sale of Metamorphix Inc.'s assets to noteholders for a $6 million credit bid. About Metamorphix Inc. Beltsville, Maryland-based Metamorphix, Inc. -- http://www.metamorphixinc.com-- a life sciences company, along with its subsidiary MMI Genomics, Inc., develops tools, technologies, and products for livestock and companion animal health and productivity. The Company offers systems for DNA-based parent verification and diagnostic testing in livestock and companion animals. Metamorphix had been forced into Chapter 7 bankruptcy by 14 creditors who are owed $1.69 million. The original case was filed on January 28, 2010, in the U.S. Bankruptcy Court for the District of Delaware. Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston LLP, who represents MetaMorphix, said that the Court agreed to convert the case from an involuntary Chapter 7 to a voluntary Chapter 11 case (Bankr. D. Del. Case No. 10-10273). Its subsidiary, MMI Genomics Inc., filed under Chapter 11 (Bankr. D. Del. Case No. 10-13775) on Nov. 18, 2010. Adam Hiller, Esq., at Pinckney, Harris & Weidinger, LLC, assists the Debtors in their restructuring effort. Attorneys at Klehr Harrison Harvey Branzburg LLP represent the Official Committee of Unsecured Creditors. Metamorphix disclosed assets of $314,000 and debt totaling $79.5 million in its Schedules of Assets and Liabilities. MMI Genomics disclosed assets of $1.28 million and debt of $10.9 million. The cases are jointly administered under Case No. 10-10273. MGM RESORTS: Has 20,000 Stock Appreciation Rights ------------------------------------------------- In an amended Form 3 filing with the U.S. Securities and Exchange Commission, William A. Bible, a director at MGM Resorts International, disclosed that he beneficially owns 20,000 stock appreciation rights of the Company at a conversion exercise price of 12.45. The Stock Appreciation Rights are exercisable on March 24, 2011 and will expire on March 24, 2017. About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. The Company's balance sheet at Sept. 30, 2010, showed $19.14 billion in total assets, $1.32 billion in total current liabilities, $2.40 billion in deferred income taxes, $12.62 billion in long-term debt, $252.21 million in other long-term obligations, and stockholders' equity of $2.54 billion * * * As reported by the Troubled Company Reporter on Oct. 18, 2010, Standard & Poor's Ratings Services revised its rating outlook on MGM Resorts to stable from developing. At the same time, S&P affirmed all of its existing ratings on MGM, including the 'CCC+' corporate credit rating. The 'CCC+' corporate credit rating reflects MGM's significant debt burden, S&P's expectation for meaningful declines in cash flow generation in 2010, and the company's weak liquidity position. While MGM maintains a leading presence on the Las Vegas Strip, 2010 will be another challenging year for the Strip, and prospects for a meaningful rebound in 2011 are uncertain. The recent pricing of the primary offering of common stock has bolstered liquidity; however, the company's ability to weather the current downturn and continue to service its debt obligations over the longer term relies on continued progress toward addressing its challenging debt maturity schedule, as well as a substantial rebound in cash flow generation. The TCR also reported that Fitch Ratings revised the Rating Outlook for MGM Resorts to Positive following the company's equity issuance. In addition, Fitch affirmed the Issuer Default Rating at 'CCC'. MGM's 'CCC' IDR continues to reflect a credit profile with substantial credit risk. MGM's probability of default still displays a high sensitivity to an uninterrupted recovery in the Las Vegas market, significant reliance on a favorable refinancing and capital markets environment due to its heavy debt maturity schedule, a highly leveraged balance sheet despite potential debt reduction from the equity issuance, and a weak near-term free cash profile. In addition, MGM's obligation under the CityCenter completion guarantee continues to escalate, and Fitch believes the company is currently under-investing in its properties, which will likely impact asset quality. MMM DIVERSIFIED: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: MMM Diversified, LLC 5151 North 16th Street, Suite 224 Phoenix, AZ 85016 Bankruptcy Case No.: 11-05675 Chapter 11 Petition Date: March 7, 2011 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Donald W. Powell, Esq. CARMICHAEL & POWELL, P.C. 7301 N. 16th St., #103 Phoenix, AZ 85020 Tel: (602) 861-0777 Fax: (602) 870-0296 E-mail: d.powell@cplawfirm.com Scheduled Assets: $1,189,300 Scheduled Debts: $497,279 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/azb11-05675.pdf The petition was signed by Michael F. Sprinkle, managing member. MONEYGRAM INT'L: Announces Recapitalization Pact With THL --------------------------------------------------------- MoneyGram International, Inc., announced that it has entered into a recapitalization agreement with affiliates of Thomas H. Lee Partners, THL co-investors, and affiliates of Goldman, Sachs & Co., holders of the Company's Series B Participating Convertible Preferred Stock and non-voting Series B-1 Participating Convertible Preferred Stock. Under the terms of the Recapitalization Agreement, THL and its co- investors will convert all of their Series B Preferred into common stock in accordance with the terms of the Series B Preferred, and Goldman Sachs will convert all of its Series B-1 Preferred into shares of Series D Participating Convertible Preferred Stock, a non-voting equivalent to common stock, in accordance with the terms of the Series B-1 Preferred. The Recapitalization Agreement provides that THL and its co-investors will receive approximately 28.2 million additional shares of common stock and $140.8 million in cash, and Goldman Sachs will receive approximately 15,504 additional shares of Series D Preferred (equivalent to 15.5 million shares of common stock) and $77.5 million in cash as consideration for completing the recapitalization transaction. As a result of the foregoing, THL and its co-investors are expected to have approximately 314.6 million shares of common stock, representing approximately 55.1% of the shares of common stock outstanding after the transaction on a fully diluted basis, and Goldman Sachs is expected to have approximately 173,190 shares of Series D Preferred, which are convertible by holders other than Goldman Sachs and its affiliates, in certain circumstances, into approximately 173.2 million shares of common stock, representing approximately 30.3% of the shares of common stock outstanding after the transaction on a fully diluted basis. The actual amount of cash and number of shares of common stock and Series D Preferred to be delivered in connection with the recapitalization may vary depending on the date on which it closes. In addition, the Company is currently working with certain of its relationship banks to put in place a new senior secured credit facility comprised of a revolver and a term loan, which would refinance the Company's existing senior secured credit facility and provide the funding for the recapitalization transaction. "The recapitalization agreed to by THL and Goldman Sachs, is recognition of the tremendous progress the company has made since THL's and Goldman Sachs' initial investments in 2008. This transaction simplifies our capital structure, ends the dilution from the continuing dividend payments required by the preferred stock terms, and increases the attractiveness of our common stock," said Pamela H. Patsley MoneyGram Chairman and chief executive officer. "The conversion of the preferred along with the new senior secured credit facility also allows MoneyGram to benefit from favorable credit market terms and extend our current senior secured credit maturities. MoneyGram is well positioned in a dynamic global industry and we look forward to building on the momentum of this transaction." The Preferred currently accrues non-cash dividends at 12.5% per year (or receives cash dividends at 10% per year) and is directly or indirectly convertible to common stock at a price of $2.50 per share. If the Preferred is not redeemed by March 2013, the non- cash dividend rate will increase to 15%. As of March 1, 2011, the Preferred had an aggregate liquidation preference of approximately $1.1 billion, and was directly or indirectly convertible into approximately 440.4 million shares of common stock MoneyGram's Board of Directors approved the recapitalization following the recommendation of a special committee of the Board of Directors comprised of independent and disinterested members of the Company's Board of Directors. JPMorgan Securities LLC served as the Special Committee's financial advisor and Jones Day served as the Special Committee's legal counsel. The recapitalization is subject to certain closing conditions, including the approval of the recapitalization by the affirmative vote of a majority of the outstanding shares of the common stock voting on the recapitalization at a special meeting of the Company's stockholders and the Company's closing of its new senior secured credit facility financing, or other satisfactory financing, to consummate the recapitalization. The recapitalization is anticipated to close in mid-2011, with the exact timing dependent on the completion of the proxy statement to be filed with the Securities and Exchange Commission and the holding of the special meeting of the Company's stockholders. About MoneyGram International MoneyGram International, Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a leading global payment services company. The Company's major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram is a New York Stock Exchange listed company with 203,000 global money transfer agent locations in 191 countries and territories. The Company's balance sheet at Dec. 31, 2010, showed $5.12 billion in total assets, $5.06 billion in total liabilities, $999.35 million in mezzanine equity and a $942.48 million stockholders' deficit. * * * According to the Troubled Company Reporter on July 1, 2010, Fitch Ratings has affirmed the Issuer Default Ratings for MoneyGram International Inc. and MoneyGram Payment Systems Worldwide, Inc., at 'B+'. Outlook is stable. Fitch noted that the ratings could be negatively impacted by further declines in remittance volumes driven by macro economic factors or decreases in migrant labor populations worldwide. MSR RESORT: Has Until March 18 to File Schedules and Statements --------------------------------------------------------------- The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York extended until March 18, 2011, MSR Resort Golf Course LLC, et al.'s deadline to file their schedules of assets and liabilities and statements of financial affairs. As reported in the Troubled Company Reporter on Feb. 3, the Debtors asked the Court to extend the deadline for the filing of schedules of assets and liabilities, schedules of executor contracts and unexpired leases, and statements of financial affairs for an additional 30 days until March 16. The Debtors explained that they need to compile information required to complete the schedules and statements. About MSR Resort On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in a portfolio of eight iconic U.S. resort properties with over 5,500 guest rooms known as MS Resorts through a foreclosure proceeding on January 28, 2011. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc., a joint venture affiliated MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. Following the acquisition, five of the resorts with mortgage debt scheduled to mature February 1 were sent to Chapter 11 by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on February 1, 2011. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. MSR RESORT: Wins Nod for Kirkland & Ellis as Bankruptcy Counsel --------------------------------------------------------------- The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized MSR Resort Golf Course LLC, et al. to employ Kirkland & Ellis LLP as counsel. Kirkland & Ellis is: a. advising the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of the Chapter 11 cases, including all of the legal and administrative requirements of operating in Chapter 11; and c. attending meetings and negotiating with representatives of creditors and other parties in interest. The hourly rates of Kirkland & Ellis' personnel are: Partners $590 - $995 Of Counsel $450 - $995 Associates $360 - $715 Paraprofessionals $145 - $305 These professionals are expected to have primary responsibility for providing services to the Debtors: James H.M. Sprayregen $995 Paul M. Basta $995 Edward O. Sassower $895 Chad J. Husnick $695 On Jan. 31, the Debtors paid a $750,000 flat fee. To the best of the Debtors' knowledge, Kirkland & Ellis is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James H.M. Sprayregen, P.C. Paul M. Basta, Esq. Edward O. Sassower, Esq. Chad J. Husnick, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 About MSR Resort On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in a portfolio of eight iconic U.S. resort properties with over 5,500 guest rooms known as MS Resorts through a foreclosure proceeding on January 28, 2011. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc., a joint venture affiliated MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. Following the acquisition, five of the resorts with mortgage debt scheduled to mature February 1 were sent to Chapter 11 by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on February 1, 2011. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. NEW STREAM: Investors Approve Plan of Reorganization ---------------------------------------------------- New Stream Capital, LLC's investors overwhelmingly approved its plan of reorganization of New Stream Secured Capital, LP (NSSC), one of the funds for which NSC is a general partner, and certain of their affiliates. Voting on the plan concluded on March 8, 2011. With this approval, NSC and certain affiliates expect next week to file voluntary petitions for Chapter 11 protection under the U.S. Bankruptcy Code. The company also noted that despite a small group of investors who opposed the plan, it anticipates the process could move quickly due to the approval by all investor classes. The company has been winding down assets in the fund since late 2008, but investor disputes over priority of payments had been made in both arbitration and the Bermuda Court. The Company noted that the Chapter 11 filing was a last resort to resolve the disputes. About New Stream New Stream Capital, LLC (NSC) is a private investment manager focused on providing non-traded private debt to the insurance, real estate and commercial finance sectors. It was founded in 2002 and is headquartered in Ridgefield, Connecticut. Creditors of New Stream Secured Capital Fund (U.S.) LLC filed a petition (Bankr. D. Del. Case No. 11-10690) seeking to force the fund into involuntary bankruptcy, saying the fund owes $320 million to U.S. and Cayman creditors. The petitioning investors in the New Stream investment enterprise are collectively owed over $90 million, representing roughly 28% of the approximately $320 million owed to all U.S. and Cayman investors. The investors filed involuntary Chapter 11 petitions for other New Stream affiliates including New Stream Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured Capital Fund K1 (Cayman), Ltd. The petitioning investors in the New Stream investment enterprise are collectively owed over $90 million, representing roughly 28% of the approximately $320 million owed to all U.S. and Cayman investors. The Investors filed together with the petition a request for a Chapter 11 trustee, saying the appointment of a Chapter 11 trustee is made all the more urgent because New Stream's management and the Liquidators have distributed a prepackaged joint plan of liquidation along with a disclosure statement for which they are currently soliciting support, which they propose to confirm immediately following the filing of voluntary Chapter 11 petitions by four New Stream entities no later than March 11, 2011. The Petitioners are represented by: Joseph H. Huston, Jr., Esq. Maria Aprile Sawczuk, Esq. Meghan A. Cashman, Esq. STEVENS & LEE, P.C. 1105 North Market Street, 7th Floor Wilmington, DE 19801 Tel: (302) 425-3310 (302) 425-3306 (302) 425-3307 Fax: (610) 371-7972 E-mail: jhh@stevenslee.com masa@stevenslee.com maca@stevenslee.com - and - Beth Stern Fleming, Esq. STEVENS & LEE, P.C. 1818 Market Street, 29th Floor Philadelphia, PA 19103 Tel: (215) 575-0100 E-mail: bsf@stevenslee.com - and - Nicholas F. Kajon, Esq. David M. Green, Esq. Constantine Pourakis, Esq. STEVENS & LEE, P.C. 485 Madison Avenue, 20th Floor New York, NY 10022 Tel: (212) 319-8500 E-mail: nfk@stevenslee.com dmg@stevenslee.com cp@stevenslee.com - and - Edward Toptani, Esq. TOPTANI LAW OFFICES 127 E. 59th Street, 3rd Floor New York, NY 10022 Tel: (212) 699-8930 E-mail: edward@toptanilaw.com - and - John M Bradham, Esq. David Hartheimer, Esq. MAZZEO SONG & BRADHAM LLP 708 Third Avenue, 19th Floor New York, NY 10017 Telephone: (212) 599-0700 E-mail: jbradham@mazzeosong.com dhartheimer@mazzeosong.com NEWASURION CORP: S&P Assigns 'B+' Counterparty Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B+' counterparty credit rating on Nashville, Tenn.-based NEWAsurion Corp. The outlook is stable. At the same time, S&P assigned its proposed 'B+' senior secured debt rating on NEWAsurion's $3.62 billion senior credit facility, which consists of a $3.5 billion first-lien term loan and a $120 million revolving credit line. S&P also assigned its 'B-' subordinated debt rating on the company's $1.02 billion second-lien term loan. The recovery rating on the company's first-lien term loan and revolving credit facility is '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The recovery rating on the company's second-lien term loan is '6', indicating S&P's expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. "The 'B+' counterparty credit rating reflects NEWAsurion's significant leverage and fluctuating credit metrics--resulting in a leveraged balance sheet, which, in addition to the company's financial management strategy, are weaknesses to the rating," said Standard & Poor's credit analyst Polina Chernyak. "NEWAsurion's dependence on new subscribers and contract renewals could challenge the sustainability of its leading competitive position." "Offsetting these weaknesses are NEWAsurion's operating performance, which is a key strength to the rating, as well as its cash generating capabilities (as measured by revenue and EBITDA) despite difficult market conditions, which support the company's deleveraging capabilities," said Ms. Chernyak. "In addition, NEWAsurion has a well-integrated and effective business model and an experienced and knowledgeable management team with a long and effective track record in the warranty and handset protection industry." NEWAsurion is one of the largest global technology protection companies focusing on the telecommunication and retail industries. It provides handset protection and extended service warranty protection to millions of customers globally. The stable outlook reflects S&P's view that NEWAsurion will continue to generate good cash flow and will be able to adequately service its debt. Standard & Poor's believes that the company's good cash flow generating ability and EBITDA growth result largely from its successful international expansion, strong attachment rates, good competitive position in the handset protection and extended service warranty market, and the value it offers to its clients and customers. S&P believes that these factors will enable the company to sustain favorable operating performance despite the weak economy. The stable outlook also reflects Standard & Poor's expectation that in spite of the difficult economic conditions and the global pullback in costumer spending, extended service warranty and hand- set protection coverage will remain a growing business for NEWAsurion. S&P believes that the solid client relationship for NEWAsurion will enable the company to generate cash flow supportive of the current rating for the next 24 months. Standard & Poor's believes the company will continue to successfully expand its products and services on a global basis and to gain additional market share through market penetration. Projected cash flows are good and are expected to maintain debt leverage at a level adequate for the current rating. The outlook also incorporates S&P's expectation that NEWAsurion's credit metrics could be pressured at times by the company's financial management strategy, which S&P considers to be a weakness to the rating. Therefore, S&P believes that it's unlikely S&P would raise the rating in the next 12 months because of financial profile constraints. S&P could take a negative rating action if the company cannot maintain its current operating performance and debt leverage and EBITDA coverage that are appropriate for the rating level. If the longer term, if NEWAsurion can sustain its good competitive position, favorable client relationships, and good operating performance results, S&P could consider raising the rating. NUVILEX INC: Posts $124,100 Net Loss in Jan. 31 Quarter ------------------------------------------------------- Nuvilex Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $124,101 on $32,022 of revenues for the three months ended Jan. 31, 2011, compared with a net loss of $1.9 million on $75,150 of revenues for the same period of the prior fiscal year. The Company's balance sheet at Jan. 31, 2011, showed $1.2 million in total assets, $3.4 million in total liabilities, all current, and a stockholders' deficit of $2.2 million. M&K CPAS, PLLC, in Houston, expressed substantial doubt about Nuvilex's ability to continue as a going concern, following the Company's results for the fiscal year ended April 30, 2010. The independent auditors noted that the Company has suffered recurring losses from operations. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?74d4 Scottsdale, Ariz.-based Nuvilex Inc. (OTC BB: NVLX) -- http://www.nuvilex.com/-- operates independently and through wholly-owned subsidiaries and is dedicated to bringing to market scientifically derived products designed to improve the health and well-being of those who use them. The Company currently manufactures, directly or indirectly through independent contractors Cinnergen(TM), Cinnechol(TM), Infinitink(R) (and related private label ink products), and Talysn(TM) Scar Cream for sale worldwide. Nuvilex markets its products both directly and through retail distribution partners. The Company's retail distribution partners include The Vitamin Shoppe and other regional retail establishments ONE RENAISSANCE: Case Summary & 11 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: One Renaissance, LLC P.O. Box 17566 Raleigh, NC 27619 Bankruptcy Case No.: 11-01793 Chapter 11 Petition Date: March 9, 2011 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Jason L. Hendren, Esq. HENDREN & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: (919) 573-1422 Fax: (919) 420-0475 E-mail: bwood@hendrenmalone.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Thomas A. Saieed, Jr., manager. Debtor's List of 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Kilpatrick Stockton, LLP Business Debt $23,469 P. O. Box 945614 Atlanta, GA 30394 Young Building Business Debt $8,731 5144 Pine Hall Wynd Road Raleigh, NC 27604 Infinity Fire Protection, LLC Business Debt $5,314 P. O. Box 14126 Raleigh, NC 27620 Brock Contract Services Business Debt $4,756 Phillips Architecture, PA Business Debt $4,246 Carolina Outdoor Care Business Debt $3,007 Sonitrol Security Systems Business Debt $1,950 Phillips Architecture, PA Business Debt $1,828 Penhall Company Business Debt $1,600 Jacobs Glass Company, Inc. Business Debt $383 Voss Lighting Business Debt $266 OSHKOSH CORP: S&P Raises Corporate Credit Rating to 'BB' -------------------------------------------------------- Standard & Poor's Ratings Services said that it has raised its ratings, including the CCR, on Oshkosh Corp. to 'BB' from 'BB-'. At the same time, S&P raised its issue-level ratings on the company's senior secured debt to 'BBB-' (two notches above the CCR) from 'BB+' with a recovery rating of '1', indicating its expectation that lenders would receive very high (90%-100%) recovery in a payment default scenario. S&P also raised its rating on the company's unsecured debt to 'BB' (the same as the CCR) from 'BB-' with a recovery rating of '4', indicating its expectation that lenders would receive average (30%-50%) recovery in a payment default scenario. The outlook is stable. "The rating actions reflect S&P's continued expectation that Oshkosh's industrial businesses will improve in 2011 from very low activity levels, partially offsetting reduced sales and profitability at its defense segment," said Standard & Poor's credit analyst Dan Picciotto. "S&P continue to believe credit measures will weaken from their strong current levels, but expect that they will remain consistent with its expectations for the rating as Oshkosh transitions away from its sizable mine- resistant, ambush-protected, all-terrain vehicle program. S&P believes its profitability will likely decline somewhat in the next year as defense sales decline, but S&P expects its funds from operations will likely exceed 20%-25% in fiscal 2011--S&P's expectation at the current rating." The CCR reflects Oshkosh's significant financial risk profile, which more than offsets its satisfactory business risk profile. The business risk profile is marked by leading positions in key segments of the cyclical specialty vehicle market, as well as good product and end-market diversity. The outlook is stable. "S&P believes Oshkosh has solid credit measures and some capacity to pursue debt-financed acquisitions at the current ratings," Mr. Picciotto continued. "S&P could lower the ratings if a double-dip recession or debt-financed acquisition results in weaker credit measures, for example, if adjusted debt to EBITDA nears 4x and near-term improvement is not considered likely. Conversely, S&P could raise the ratings if S&P believed the company was likely to maintain higher credit measures (such as FFO to debt of more than 25%) through the operating cycle and S&P did not expect debt-financed acquisitions to result in stretched credit measures." PACIFICHEALTH LABS: WeiserMazars LLP Raises Going Concern Doubt --------------------------------------------------------------- PacificHealth Laboratories, Inc., filed on March 8, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. WeiserMazars LLP, in New York, expressed substantial doubt about PacificHealth Laboratories' ability to continue as a going concern. The independent auditors noted that the Company has incurred significant recurring operating losses and negative cash flows from operations. The Company reported a net loss of $761,422 on $7.2 million of sales for 2010, compared with a net loss of $1.7 million on $8.0 million of sales for 2009. The Company's balance sheet at Dec. 31, 2010, showed $1.4 million in total assets, $869,690 in total liabilities, all current, and stockholders' equity of $555,720. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?74cc About PacificHealth Laboratories Matawan, N.J.-based PacificHealth Laboratories, Inc., develops protein-based nutritional products that activate biochemical pathways to enhance muscle endurance and additionally the specific peptides involved in appetite regulation. PATRICK HACKETT: Midtown Shopping Plaza Excluded From Auction ------------------------------------------------------------- David Winters at Watertown Daily Times reports that the former Hacketts space in the Midtown Shopping Plaza in Ogdensburg, New York, will not be included in a liquidation auction next month. According to the report, an employee with Anderson Auction & Realty, Buffalo, said the auction was also moved to April 6, 2011, in Ogdensburg because the company is backlogged with work and has not yet sent out a crew to review the property. The auction was scheduled for Saturday. Mr. Winters noted that U.S. Bankruptcy Court Judge Diane Davis last month ordered the Hacketts department store property to be sold at public auction. The sale will include all of Hacketts' remaining real estate in Ogdensburg, which includes its offices and flagship store at 1223 Pickering St., along with its equipment and inventory, notes Mr. Winters. About Patrick Hackett Patrick Hackett Hardware Company began in 1830 as a hardware store in upstate New York. Hackett now operates full-service department stores and a specialty store, selling a full line of clothes, consumer electronics, cell phones, shoes, housewares, hardware and others. Patrick Hackett filed for Chapter 11 on November 10, 2009 (Bankr. N.D. N.Y Case No. 09-63135). The Debtor estimated less than $10 million in total assets in its Chapter 11 petition. Hackett's Stores, Inc., is the parent company of Patrick Hackett. Hackett's Stores (Pink Sheets:HCKI) is a holding of Seaway Valley Capital Corporation (Pink Sheets:SEVA). Hackett's Stores is not nor has ever been in bankruptcy or bankruptcy protection. PET RITZ: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Pet Ritz of NC, LLC dba Pet Ritz of the Triangle dba The Pet Resort @ the Triangle 1708 Hemby Ridge Lane Morrisville, NC 27560 Bankruptcy Case No.: 11-01717 Chapter 11 Petition Date: March 7, 2011 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: J.M. Cook, Esq. J.M. COOK, P.A. 5874 Faringdon Place, Suite 100 Raleigh, NC 27609 Tel: (919) 675-2411 E-mail: J.M.Cook@jmcookesq.com Scheduled Assets: $1,999,055 Scheduled Debts: $1,992,624 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb11-01717.pdf The petition was signed by William Robbins, member-manager. PETRA FUND: Disclosure Statement Hearing on April 6 --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on April 6, 2011 at 10 a.m., to consider approval of the disclosure statement explaining the proposed Chapter 11 plan of reorganization for Petra Fund REIT Corp. and Petra Offshore, L.P. The Court will also consider approval of the proposed solicitation and tabulation procedures at that hearing. The remaining assets of the Debtors' estates consist of $500,000 cash, settlement payments, Class 5 bonds, Class G bonds, Class J bonds, equity interests and investments in real estate-related assets. Pursuant to the Plan, administrative claims totaling $1,000,000 and priority tax claims totaling $750,000 will be paid in full. RBS and JPMorgan will receive no cash, and instead, will receive a new secured debt instrument in exchange of their secured claims. General unsecured claims totaling $1,5000,000 will (i) receive from the liquidation trust a pro rata share of the distributable assets in a pro rata amount equal 100% of the holders' allowed general unsecured claims, or (ii) absent a liquidation trust, a pro rata share of the remaining assets after payment of higher ranked claims. Holders of interests in REIT and Offshore won't receive anything. The Debtors said they have had extensive discussions with James A. Goodman, former bankruptcy judge for the District of Maine, for the position of liquidation trustee. The Debtors said that post-confirmation, they will be selling these assets for an aggregate $100,000: equity interests in Petra Fund Master REIT Corp and Petra Fund Holdings LLC, loan participations in Detwiler and Fort Tryon, and equity interests in PFRC Sub, LLC, and Petra Offshore TRS L.P. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/PetraFund_DS.pdf About Petra Fund Petra Fund REIT Corp. and its affiliates are in the business of originating, investing in, structuring and trading loans secured by commercial real-estate. Petra Offshore Fund LP is the parent. Petra Fund and Petra Offshore sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 10-15500) on Oct. 20, 2010, and are represented by Shaya M. Berger, Esq., and Brian E. Goldberg, Esq., at Dickstein Shapiro, LLP. At the time of the filing, each of the Debtor estimated its assets at less than $10 million and its debts at more than $100 million. Petra Fund blamed its Chapter 11 filing on the extraordinary and unprecedented collapse of the credit and commercial real estate markets, which caused a mark-to-market value of its assets to plummet. PINNACLE DEVELOPMENT: 2 Pinnacle Homes Partnerships in Ch. 11 ------------------------------------------------------------- Robert Digitale at PressDemocrat.com reports that Pinnacle Homes, a Santa Rosa, California-based construction company, has filed for bankruptcy protection for Sebastopol and Ukiah partnerships that together owe about $4 million to Westamerica Bank for home sites in Sebastopol and near Ukiah. In each case, Pinnacle estimate partnership assets at less than $50,000. Westamerica's attorneys, according to the report, have filed motions designed to hasten the day when the bank might be allowed to foreclose on the properties. Pinnacle Homes is seeking to reorganize the partnerships under Chapter 11 of the Bankruptcy Code. Exchange Bank in January had notified Pinnacle that it is late on loan payments and owes nearly $2.6 million. The debts involve loans for two properties in Petaluma, as well as a revolving line of credit, according to the report. Mr. Digitale relates the downturn in the nation's housing and real estate markets has battered some of Sonoma County's biggest developers and real estate investors. Prominent landowner Clem Carinalli and developer Wendell Nordby each sought bankruptcy protection. A meeting of creditors is set for March 25 at 1:30 p.m. in the U.S. Bankruptcy Court in Santa Rosa, notes Jeff Quackenbush at North Bay Business Journal. Pinnacle Development Number 19, L.P., filed a Chapter 11 petition on Feb. 23, 2011 (Bankr. N.D. Calif. Case No. 11-10628). Affiliate, Pinnacle Development Number 22, L.P., also filed a Chapter 11 petition (Case No. 11-10629). The two entities each estimated assets of $0 to $50,000 and debts of $1,000,001 to $10,000,000. Michael C. Fallon, Esq., in Santa Rosa, California, serves as counsel to the Debtors. PIONEER VILLAGE: Has Access to Cash Collateral Until May 31 ----------------------------------------------------------- Secured creditor Premier West Bank signed a stipulation allowing Pioneer Village Investments, LLC, to continue using cash collateral until May 31, 2011. As adequate protection, Premier West is granted a perfected lien to secure an amount of its prepetition claims equal to the extent of any diminution in value of its collateral. Bankruptcy Judge Frank R. Alley signed the stipulated order presented by the parties. The use of cash collateral will be in accordance with a budget, a copy of which is available at: http://bankrupt.com/misc/Pioneer_Budget_Jan-May2011.pdf Premier West Bank is represented by: David W. Criswell, Esq. BALL JANIK LLP 101 SW Main, Suite 1100 Portland, OR 97204 Tel: (503) 228-2525 Fax: (503) 226-3910 E-mail: dcriswell@balljanik.com About Pioneer Village Investments Portland, Oregon-based Pioneer Village Investments, LLC, operates a continuing care retirement facility in the city of Jacksonville, Oregon, providing for "independent living' facilities for elderly residents, assisted living for residents who are less able to care for themselves, and other facilities designed to accommodate the needs of elderly residents. Pioneer Village Investments, LLC, c/o Farmington Centers, Inc., filed for Chapter 11 (Bankr. D. Ore. Case No. 10-62852) on May 13, 2010. Douglas P. Cushing, Esq., at Jordan Schrader Ramis PC, in Lake Oswego, Ore., assists the Debtor in its restructuring effort. In its petition, the Debtor estimated assets and debts of $10 million to $50 million. PIONEER VILLAGE: U.S. Trustee Names Five to Creditors Committee --------------------------------------------------------------- Robert D. Miller, Jr., the United States Trustee for Region 18, through his attorney Ronald C. Becker, last month appointed these unsecured creditors to the Committee of Unsecured Creditors of Pioneer Village Investments, LLC: (1) Peggy P. Eccles Revocable Living Trust c/o Melvin D. Ferguson 541 Walnut Ave Klamath Falls, OR 97601 Tel: (541) 850-2828 (2) Henry C. Winsor 1601 Veranda Park Dr. #2 Medford, OR 97504 Tel: (541) 494-5143 (3) Susan Casto 888 Twin Creeks Crossing Central Point, OR 97502 (4) Irene Kartsounis c/o Matthew Sutton Attorney at Law 205 Crater Lake Ave Medford, OR 97504 Tel: (541) 772-8050 Fax: (541) 772-8077 (5) Janice LaMorree 805 N 5th St., Apt. 110 Jacksonville, OR 97530 E-mail: janicelamorree@gmail.com Statutory committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Pioneer Village Investments Portland, Oregon-based Pioneer Village Investments, LLC, operates a continuing care retirement facility in the city of Jacksonville, Oregon, providing for "independent living' facilities for elderly residents, assisted living for residents who are less able to care for themselves, and other facilities designed to accommodate the needs of elderly residents. Pioneer Village Investments, LLC, c/o Farmington Centers, Inc., filed for Chapter 11 (Bankr. D. Ore. Case No. 10-62852) on May 13, 2010. Douglas P. Cushing, Esq., at Jordan Schrader Ramis PC, in Lake Oswego, Oregon, assists the Debtor in its restructuring effort. In its petition, the Debtor estimated assets and debts of $10 million to $50 million. PJ FINANCE: Organizational Meeting to Form Panel on March 16 ------------------------------------------------------------ Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on March 16, 2011, at 11:00 a.m. in the bankruptcy case of PJ Finance Company, LLC (BLS). The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Room 5209, Wilmington, Delaware 19801. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About PJ Finance Chicago, Illinois-based PJ Finance Company, LLC, is the owner of apartment communities in Arizona, Florida, Georgia, Tennessee and Texas. PJ Finance owns or holds ownership interests in 32 apartment communities that collectively have more than 9,500 rentable units. It has 20 apartment locations in Texas, and the remaining 12 in Arizona, Florida, Georgia and Tennessee. The day- to-day operations of the portfolio are managed by a third party, WestCorp Management Group One, Inc. PJ Finance filed for Chapter 11 bankruptcy protection on March 7, 2011 (Bankr. D. Del. Case No. 11-10688). Affiliates PJ Holding Company Manager, LLC (Bankr. D. Del. Case No. 11-10692), et al., filed separate Chapter 11 petitions. Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at Edwards Angell Palmer & Dodge, LLP, serve as the Debtors' local bankruptcy counsel. Richard A. Chesley, Esq., and Kimberly D. Newmarch, Esq., at DLA Piper LLP (US), serve as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants, LLC, is the Debtors' claims and notice agent. The Debtors disclosed at least $275 million (estimated value of portfolio securing loan to BankofAmerica) in total assets and at least $479 million ($475 million owed to BofA, $4.4 million trade debt) in total debts as of the Petition Date. PROTEONOMIX INC: Inks License Pact With Cohen McNiece Foundation ---------------------------------------------------------------- On March 2, 2011, Proteonomix, Inc., entered into an agreement with The Cohen McNiece Foundation, Inc., a Florida not-for-profit corporation, to exclusively develop and license the Foundation's UMK-121 Mobilization of Bone marrow Stem Cell technology which is a proprietary technology based upon existing FDA approved drugs. The License imposes no upfront costs on the Issuer which will sublicense UMK-121 to its wholly owned subsidiary THOR BioPharma. The Company is required to make milestone payments to the Foundation upon 1) the issuance of a patent, 2) completion of Phase III trials and 3) commercialization which will require the payment of a 3% royalty on net sales. A full-text copy of the License Agreement is available at no charge at http://ResearchArchives.com/t/s?74d3 About Proteonomix Inc. Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/-- is a biotechnology company focused on developing therapeutics based upon the use of human cells and their derivatives. The Company's balance sheet at Sept. 30, 2010, showed $3.8 million in total assets, $6.3 million in total liabilities, and a stockholders' deficit of $2.5 million. KBL, LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has sustained operating losses and capital deficits. QUALITY MARKET: Owners File for Chapter 11 ------------------------------------------ Kristen MacBeth at BankruptcyHome.com reports that Quality Market, a store in Medford, Oregon, has had its owners file for bankruptcy, after being delinquent on multiple payments. The owners, Rozanna and Richard Mulhollen, filed in U.S. Bankruptcy Court, citing debts in the range of $4.2 million, and only $1.4 million in assets. According to the report, the store was on the path to foreclosure before the filing, as the Mulhollens had not made a building payment since 2008. Sterling Savings Bank, who is owed the building fees, claims $1.1 million. The company still owes $1.8 million to United Grocers from a previous ruling. "The bank is going to ask for relief from the stay so it can continue foreclosure," BankruptcyHome.com quotes David Forakey, Sterling Savings Bank's attorney, as stating. "Obviously, the bank just wants to get paid, but it doesn't appear from the bankruptcy loan file that the debtors have the ability to do that any time soon." Rozanna Mulhollen filed for Chapter 11 bankruptcy protection on Feb. 9, 2011 (Bankr. D. Ore. Case No. 11-60531). RADIO ONE: S&P Raises Corporate Credit Rating to 'B-' ----------------------------------------------------- Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on U.S. radio broadcaster Radio One Inc. to 'B-' from 'CCC+'. The rating outlook is stable. At the same time, S&P assigned ratings to the Lanham, Md.-based Radio One's proposed $411 million senior secured credit facilities. S&P assigned an issue-level rating of 'B+' to the company's proposed $25 million first-out revolving credit facility due 2015, with a recovery rating of '1', indicating S&P's expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. S&P assigned the proposed $386 million term loan due 2016 an issue-level rating of 'B', with a recovery of '2', indicating its expectation of substantial (70% to 90%) recovery for lenders in the event of a payment default. In addition, S&P raised the issue-level rating on Radio One's existing senior subordinated notes to 'CCC' from 'CCC-', and the recovery rating was left unchanged at '6', indicating S&P's expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. "The 'B-' rating and stable outlook reflect S&P's view that the proposed transaction will improve Radio One's financial flexibility by eliminating near-term refinancing risk and increasing headroom under financial covenants," said Standard & Poor's credit analyst Michael Altberg. "Going forward, S&P believes the company's increased ownership in TV One LLC, a growing African American-targeted cable TV network, provides additional diversity to Radio One's business profile and access to a more stable revenue stream." RAY'S COLLISION: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Ray's Collision, Inc. dba Ray's Collision & Towing dba Ray's Carstar Collision & Towing dba BTS Auto & Tire 185 Caprice, Suite 3 Castle Rock, CO 80109 Bankruptcy Case No.: 11-14572 Chapter 11 Petition Date: March 8, 2011 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: A. Bruce Campbell Debtor's Counsel: Lee M. Kutner, Esq. KUTNER MILLER BRINEN, P.C. 303 E. 17th Ave., Suite 500 Denver, CO 80203 Tel: (303) 832-2400 E-mail: lmk@kutnerlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob11-14572.pdf The petition was signed by Matthew R. Whetten, president. RDK TRUCK: Files Schedules of Assets And Liabilities ---------------------------------------------------- RDK Truck Sales & Service Inc. files 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 B. Personal Property $6,537,342 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $9,421,962 E. Creditors Holding Unsecured Priority Claims 1,020,793 F. Creditors Holding Unsecured Non-priority Claims 5,357,360 ------------ ------------ TOTAL $6,537,342 $15,799,215 A full-text copy of the Schedules of Assets and Liabilities is available for free at http://ResearchArchives.com/t/s?74b5 Tampa, Florida-based RDK Truck Sales & Service, Inc., specializes in both the sale and rental of new and reconditioned waste management vehicles. It filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 11-01877) on Feb. 1, 2011. ROBB & STUCKY: To Begin Going Out of Business Sale -------------------------------------------------- Robb & Stucky will conduct a court-ordered bankruptcy liquidation sale beginning Friday, March 11, 2011. The going out of business sale will include all 20 Robb & Stucky stores located in Florida, Texas, Arizona and Nevada. In what will be the most substantial sale in Robb & Stucky's extensive history, inventory valued at approximately $90 million will be completely liquidated at significant discounts. Customers will find tremendous savings on Robb & Stucky's large assortment of home furnishings in styles ranging from high-end traditional to Caribbean chic to clean contemporary. The sale will include all of the Company's brand-name furnishings and accessories such as Ralph Lauren, Elements, Tommy Bahama, Paloma, Trump Home and Monterey, among others. The Robb & Stucky sale is being managed by a joint venture group of leading national retail liquidation firms, including: Hudson Capital Partners, LLC; HYPERAMS, LLC; and SPCI. "For nearly a century, customers have turned to Robb & Stucky for its unparalleled collection of fine furnishings," said Jim Schaye, Chief Executive Officer of Hudson Capital Partners. "The liquidation sale provides customers a final opportunity to take advantage of the store's first-class merchandise all at a great value." In addition to store merchandise, the liquidation sale will include store furnishings, fixtures and equipment throughout the chain. Upon completion of the sale, the 20 Robb & Stucky stores will be closed. Robb & Stucky filed to reorganize under Chapter 11 on February 18 in the United States Bankruptcy Court for the District of Florida, Case Number: 11-02801. About Robb & Stucky Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb & Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine Decorators; and Home of Fine Design by Robb & Stucky -- is a retailer of upscale, high-end, interior-design-driven home furnishings in the U.S. It filed for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801). FTI Consulting, Inc., is the Debtor's advisor and Kevin Regan is the Debtor's chief restructuring officer. Bayshore Partners, LLC, is the Debtor's investment banker. AlixPartners, LLP, serves as the Debtor's communications consultants. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's claims and notice agent. The Debtor estimated its assets and debts at $50 million to $100 million. ROBB & STUCKY: Committee Taps Cooley LLP as Lead Counsel -------------------------------------------------------- The Official Committee of Unsecured Creditors of Robb & Stucky Limited LLLP asks the U.S. Bankruptcy Court for the Middle District of Florida for permission to employ Cooley LLP as its lead counsel. The firm will, among other things: a) attend the meetings of the Committee; b) review financial information furnished by the Debtor to the Committee; c) negotiate the budge and the use of cash collateral; d) monitor the Debtor's going out of business sales; and e) review and investigate the liens of purported secured parties. The firm's attorneys and their hourly rates are: Hourly Discounted Attorneys Designations Rates Hour Rates --------- ------------ ------ ---------- Cathy Hershcopf, Esq. Partner $765 $688 Jeffrey L. Cohen, Esq. Partner $630 $567 Michael A. Klein, Esq. Associate $595 $535 Alex R. Velinsky, Esq. Associate $375 $337 Rebecca Goldstein Paralegal $245 $220 The Committee assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Robb & Stucky Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb & Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine Decorators; and Home of Fine Design by Robb & Stucky -- is a retailer of upscale, high-end, interior-design-driven home furnishings in the U.S. It filed for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801). Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman PA, serve as the Debtor's bankruptcy counsel. FTI Consulting, Inc., is the Debtor's advisor and Kevin Regan is the Debtor's chief restructuring officer. Bayshore Partners, LLC, is the Debtor's investment banker. AlixPartners, LLP, serves as the Debtor's communications consultants. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's claims and notice agent. The Debtor estimated its assets and debts at $50 million to $100 million. ROBB & STUCKY: Panel Taps Broad And Cassel as Local Fla. Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Robb & Stucky Limited LLLP asks the U.S. Bankruptcy Court for the Middle District of Florida for permission to employ Broad And Cassel as local Florida counsel. The firm will represent and assist the Committee in carry out its duties under the Bankruptcy Code. The firm will be paid for its fees and costs, and granted a postpetition retainer from the Debtor per any postpetition approved budget. The Committee assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Robb & Stucky Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb & Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine Decorators; and Home of Fine Design by Robb & Stucky -- is a retailer of upscale, high-end, interior-design-driven home furnishings in the U.S. It filed for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801). Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman PA, serve as the Debtor's bankruptcy counsel. FTI Consulting, Inc., is the Debtor's advisor and Kevin Regan is the Debtor's chief restructuring officer. Bayshore Partners, LLC, is the Debtor's investment banker. AlixPartners, LLP, serves as the Debtor's communications consultants. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's claims and notice agent. The Debtor estimated its assets and debts at $50 million to $100 million. SAINT VINCENTS: Plan for New Medical Center Opposed --------------------------------------------------- Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, reports that some residents of New York's Greenwich Village are protesting a proposed new medical center at the site of the now- closed St. Vincent's Hospital. According to Mr. Morath, within hours of St. Vincent's announcing that it struck a deal to sell its main Manhattan campus to a developer for $260 million, the Coalition for a New Village Hospital had organized a meeting for Thursday night "to express outrage" over the plans. The redevelopment project is subject to bankruptcy-court approval. According to Mr. Morath, the project would turn much of the campus into new housing, but it also called for a $110 million investment to create a health-care center that will include an emergency department. DBR relates David Kaufman, a former St. Vincent's physician who's leading the coalition, called the new medical center a "shoddy attempt" to appease the community that really needs a full-fledged hospital to reopen. According to DBR, the plan to sell the property to the Rudin family stipulated that North Shore-Long Island Jewish Health Care System would operate a renovated health-care center and emergency department. The building would also include medical imaging and ambulatory surgery centers, but patients who experience severe trauma or require an overnight stay would be transferred to hospitals elsewhere in the city. DBR relates North Shore Chief Executive Michael Dowling said the new center would have "a fully-functioning, comprehensive emergency department" that would bring "badly needed medical services back to Greenwich Village." Mr. Dowling said the new center is expected to open in the fall of 2013 and provide service to 72,000 patients annually. According to DBR, Dr. Kaufman said a full hospital at the St. Vincent site could be up and running in four to six months. Dr. Kaufman said the difference would be instead of renovating the O'Toole Building for a medical center, developers should reopen another building that served as a functioning hospital until last year. That building, however, is part of the project slated for housing. DBR notes St. Vincent's is seeking court approval for the Rudin deal because it can be completed quickly and provides a substantial return to the hospital's creditors, who fully support the sale plans. About Saint Vincents Saint Vincents Catholic Medical Centers of New York, doing business as St. Vincent Catholic Medical Centers -- http://www.svcmc.org/-- was anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951). St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11963) on April 14, 2010. The Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. SANSWIRE CORP: Enters Into a $200,000 Secured Promissory Note ------------------------------------------------------------- On March 2, 2011, Sanswire Corp. entered into a 12% Secured Promissory Note Due March 2, 2012 with a principal amount of $200,000. The Principal and interest thereon at an interest rate of 12% is due on March 2, 2012 and the Company's obligations under the Note are secured by a security interest in substantially all of the assets of the Company pursuant to a Security Agreement dated as of March 2, 2011. The entire unpaid Principal amount of the Note together with interest thereon may become due and payable in full if the Principal and interest thereon is not paid in full when due or on certain bankruptcy-related events. On March 2, 2011 and effective immediately, the Board of Directors of the Company approved Amended and Restated By-Laws of the Company. The most significant changes to the Amended and Restated By-Laws were made to update the By-Laws for new rules and technologies as well as to implement certain public company protective provisions, including the addition of a staggered Board of Directors with three classes and to require removal of a director only for cause with a 75% shareholder vote. A full-text copy of the Amended and Restated By-Laws of the Company is available for free at: http://ResearchArchives.com/t/s?74ae About Sanswire Corp. Aventura, Fla.-based Sanswire Corp. develops, markets and sells autonomous, lighter-than-air unmanned aerial vehicles capable of carrying payloads that provide persistent security solutions at low, mid and high altitudes. The Company's airships are designed for use by government-related and commercial entities that require real-time intelligence, surveillance and reconnaissance support for military, homeland defense, border and maritime missions. The Company's balance sheet as of Sept. 30, 2010, showed $1.6 million in total assets, $20.4 million in total liabilities, and a stockholders' deficit of $18.8 million. The Company had a working capital deficit of $20.2 million and an accumulated deficit of $142.4 million at Sept. 30, 2010. As reported in the Troubled Company Reporter on April 14, 2010, Rosen Seymour Shapss Martin & Company LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has experienced significant losses and negative cash flows, resulting in decreased capital and increased accumulated deficits. SBARRO INC: Forbearance Agreement Extended Until April 1 -------------------------------------------------------- On March 3, 2011, Sbarro, Inc., together with its parent, Sbarro Holdings, LLC entered into a Third Forbearance Agreement with the Company's lenders under its first lien credit agreement. As previously reported, the Company has been in discussions with its various creditor groups and other stakeholders regarding long-term solutions to its capital structure. Constructive discussions are continuing, including with holders of a majority of the Company's senior notes, and the execution of the Third Forbearance Agreement supports the continuation of these discussions. Consistent with the terms of a Forbearance Agreement, which was effective Jan. 3, 2011, and a Second Forbearance Agreement, which was effective Jan. 31, 2011, with the lenders under that certain Credit Agreement, dated Jan. 31, 2007, by and among the Company, Holdings, the First Lien Holders and the Administrative Agent, the Third Forbearance Agreement provides that the First Lien Holders will continue to temporarily forbear for an additional 30 days from exercising certain rights and remedies under the First Lien Credit Agreement solely by reason of the Company's failure to meet the EBITDA covenant contained in Section 7.16 of the First Lien Credit Agreement as of Jan. 2, 2011 or the Company's receipt on Dec. 29, 2010 of a "Notice of Default," dated Dec. 28, 2010, from AFII US BD Holdings, L.P., which holds a majority of the Company's senior notes, contending that the Company's incurrence of its second lien credit facility in March 2009 violated certain provisions of the Senior Notes Indenture, dated as of Jan. 31, 2007, among the Company, the guarantors named therein and The Bank of New York, as Trustee. The First Lien Holders also have agreed to temporarily forbear for 30 days from exercising certain rights and remedies under the First Lien Credit Agreement solely by reason of the Company's previously reported failure to make the interest payment that was due on Feb. 1, 2011 to the holders of the Notes under the Indenture, which failure constitutes an Event of Default under the First Lien Credit Agreement beginning on March 3, 2011, as the grace period for making that interest payment under the Indenture expired on March 2, 2011. Specifically, until the Third Forbearance Agreement terminates, the First Lien Holders have agreed not to terminate the commitments, accelerate the loans, require cash collateral for the letter of credit obligations, enforce liens granted under the collateral documents or exercise any other rights or remedies that may be available under the loan documents. In the Third Forbearance Agreement, the Company continued various acknowledgements as well as agreements to certain obligations to maintain a minimum level of liquidity and limit capital expenditures and provide the Administrative Agent with certain information during the forbearance period. The Third Forbearance Agreement does not require the Company to pay any additional fees to the consenting lenders. The Third Forbearance Agreement terminates on the earliest of (i) April 1, 2011, (ii) the date on which any event of default under the First Lien Credit Agreement other than the First Lien Default or the Cross-Default shall occur, (iii) the date of any breach by Holdings or the Company of the covenants set forth in the Third Forbearance Agreement, and (iv) the date on which any holder of the Company's senior notes or any of the Company's second lien lenders (A) accelerates any of the Company's obligations under the Indenture or the second lien credit facility or (B) enforces any rights to collect payment under their respective agreements with the Company. Approximately 95% of the Company's outstanding second lien debt is held by an affiliate of MidOcean Partners. MidOcean Partners, through various investment funds that it manages, is the indirect, majority stockholder of the Company. A full-text copy of the Third Forbearance Agreement is available for free at http://ResearchArchives.com/t/s?74c4 About Sbarro Inc. Melville, N.Y.-based Sbarro, Inc. -- http://www.sbarro.com/-- is the world's leading Italian quick service restaurant concept and the largest shopping mall-focused restaurant concept in the world. The Company has 1,056 restaurants in 41 countries. The Company's balance sheet at Sept. 30, 2010, showed $455.55 million in total assets, $29.98 million in total current liabilities, $7.47 million in deferred rent, $70.64 million in deferred tax liabilities, $13.26 million in due to former shareholders and other liabilities, $341.80 million in long-term debt, and stockholders' equity of $16.17 million. * * * Standard & Poor's Ratings Services in January 2011 lowered its corporate credit rating on Sbarro to 'CC' from 'CCC-'. The outlook is negative. "The ratings on Sbarro reflect S&P's belief that the company's current capital structure is unsustainable and that it is unable to service its existing debt," said Standard & Poor's credit analyst Mariola Borysiak. Sbarro has engaged Rothschild Inc. as its financial advisor to explore strategic alternatives addressing its current capital structure. As reported by the Troubled Company Reporter, on January 11, 2011, The Wall Street Journal's Mike Spector said people familiar with the matter indicated Sbarro has hired the law firm Kirkland & Ellis to advise it on restructuring its balance sheet. As reported by the TCR on January 10, 2011, Sbarro hired investment bank Rothschild Inc. for restructuring advice. SCANWOOD CANADA: To Temporarily Shut Down Operations ---------------------------------------------------- Chris Lambie at The ChronicleHerald.ca reports that Scanwood Canada Ltd. will shut down operations next week at its Burnside Park plant due to a lack of supplies. The ChronicleHerald.ca relates that Bo Thorn said most of the company's approximately 220 workers will be off without pay for the week as Scanwood waits for parts from the German firm Formaplan. "We are not getting critical parts from Europe in time. So just to preserve cash, we are shutting down. It's a temporary thing. Everybody who doesn't have to be here - that includes office staff and people in the factory - will have to stay home next week ... until Thursday evening or Friday until we get the new drawer parts, because if we can't produce, obviously we cannot sell," the ChronicleHerald.ca quotes Mr. Thorn as saying. "It's very unfortunate but it's the best way to preserve cash and protect the company." He estimated the measure will save Scanwood, which owes creditors about $12 million, "well in excess of $150,000," according to the ChronicleHerald.ca. The ChronicleHerald.ca says that a judge granted Scanwood 30 days of creditor protection early last month and extended that protection again last week by another 45 days until April 18. The ChronicleHerald.ca. adds that the Nova Scotia Supreme Court also approved the company's request last month to obtain a $1-million operating loan. Some secured creditors were opposed to the loan, insisting it will cut into available assets in the event of liquidation, the report notes. As reported in the Troubled Company Reporter on Feb. 4, 2011, CBC/Radio-Canada said Scanwood Canada Ltd. was declared insolvent on Feb. 2 by a Halifax court. The Company was placed in creditor protection and Green Hunt Wedlake was appointed to monitor Scanwood. The company is continuing as an on-going business. According to the report, one of Scanwood's creditors, RBC Royal Bank, unexpectedly called a $2.1-million line of credit in January, which triggered the events leading to Wednesday's court order. The order protects Scanwood from creditors until March 3. Secured creditors agreed to the order on Feb. 2, which allows Scanwood time to come up with a proposal to go forward. Justice Heather Robertson granted the company's application for creditor protection. Scanwood Canada is a supplier of cabinets to Swedish retailer Ikea. It has 248 employees at its Burnside Industrial Park plant in Dartmouth. The four major creditors are RBC Royal Bank, the Province of Nova Scotia, Ikea and the Business Development Bank of Canada. SCI REAL ESTATE: Wants Until March 18 to File Schedules ------------------------------------------------------- SCI Real Estate Investments LLC asks the U.S. Bankruptcy Court for the Central District of California to further extend the deadline to file its schedules of assets and liabilities, and statements of financial affairs until March 18, 2011. Absent of an extension, the deadline to file the Debtor's schedules and statements expired on Feb. 25, 2011. Los Angeles, California-based SCI Real Estate Investments, LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-15975) on Feb. 11, 2011. Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $50 million to $100 million and debts at $10 million to $50 million. SEAHAWK DRILLING: Judge Approves Breakup Fee for Hercules --------------------------------------------------------- Dow Jones' DBR Small Cap reports that a Texas bankruptcy judge said that Hercules Offshore Inc., a Texas oil drilling company that's proposing to buy competitor Seahawk Drilling Inc. out of bankruptcy, should be compensated for its troubles if the sale falls through. Bankruptcy Judge Richard S. Schmidt has adjourned the final sale hearing to March 22, 2011, at 10:00 a.m. As reported in the Feb. 15, 2011 edition of the Troubled Company Reporter, the Company has filed for Chapter 11 protection to complete the sale of all assets to Hercules Offshore. A copy of the Asset Purchase Agreement with Hercules Offshore is available for free at: http://bankrupt.com/misc/SEAHAWK_DRILLING_apa.pdf The executed APA contemplates the acquisition by Hercules or one or more of its subsidiaries of substantially all of the assets and jackup rigs of the Debtors through a sale. The aggregate consideration for the Purchased Assets is: a) 22,321,425 shares of Hercules Common Stock plus b) cash in an amount equal to $25,000,012. Using the closing stock price of Hercules' stock as of February 10, 2011, the Base Aggregate Consideration would be valued at approximately $105 million before any adjustments. The Base Aggregate Consideration is to be payable at closing by the Purchaser to the Debtors. About Seahawk Drilling Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup rig business in the United States, Gulf of Mexico, and offshore Mexico. It offers rigs and drilling crews on a day rate contractual basis. It filed for Chapter 11 bankruptcy protection on February 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089). Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11- 20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11- 20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11- 20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No. 11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex. Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex. Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex. Case No. 11-20095) filed separate Chapter 11 petitions. Berry D Spears, Esq., and Johnathan Christiaan Bolton, Esq., at Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy counsel. Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serve as the Debtors' co-counsel. Alvarez And Marsal North America, LLC, is the Debtors' restructuring advisor. Simmons And Company International is the Debtors' transaction advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The Debtors disclosed $504,897,000 in total assets and $124,474,000 in total debts as of the Petition Date. SEAHAWK DRILLING: Creditors Committee Wants Alternative Financing ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Seahawk Drilling Inc. objects to the Debtors' motion to access postpetition financing -- and use of cash collateral -- from D.E. Shaw Direct Capital Portfolios, LLC. Natixis also objects to the Debtors' request to use cash collateral. The Debtors have received interim authority from the Court to borrow $28.5 million from the lender. The initial draw on the loan will be used to pay off the existing $18.15 million secured loan from Natixis. The Creditors Committee tells the Court that there are certain especially- unfavorable aspects of the debtor-in-possession credit agreement and the proposed final DIP order. The Committee has raised these concerns with the Debtors, the DIP Lender and certain other parties in interest, and is attempting to work through these concerns. However, to the extent the Committee is not able to do so, the Committee respectfully requests the Court to consider these concerns when it takes up the proposed final order. The Creditors Committee says it understands that substantial efforts are presently underway to determine if alternative debtor- in-possession financing is available on more favorable terms than those offered under the proposed final order and credit agreement. Those efforts are spearheaded by the Official Committee of Equity Security Holders. Although the Equity Committee is diligently exploring whether more favorable financing can be timely obtained, in view of the very recent appointment of an Equity Committee, it may take some additional time to understand whether better financing is actually available on a timely basis. The Creditors Committee suggests that a brief delay in entering the proposed final order in order to allow the Equity Committee additional time to complete its inquiry into the availability of alternative funding would be in order. The Credit Agreement contains a deadline of 45 days from the Petition Date for the entry of a final order on the DIP motion. This allows the Court until March 28, 2011 to enter a final order on the DIP motion. Rather then entering the proposed Final Order now, almost three weeks before the established deadline of March 28, 2011, the entry of the Final Order should be delayed to see if a more attractive financing package can be obtained from a new lender. According to the Creditors Committee, there is another reason that supports a delay in approving the Final DIP Order until closer to the March 28, 2011 deadline for entry of a final order. The status of the proposed sale to Hercules Offshore, Inc., and the timing thereof, are matters, which directly relate to the reasonableness of certain terms of the proposed credit agreement. At present, the proposed sale to Hercules is set for a final hearing on March 22, 2011. If this proposed sale is approved, and is consummated as expeditiously as many suggest that it may be, the debtor-in-possession financing loans by the DIP Lenders will be repaid very soon, says the Committee. The Committee relates that, for example, if the sale to Hercules closes by April 11, 2011, then the DIP Lenders will be paid off on April 11, 2011 for funds first advanced approximately 58 days earlier. As presently proposed, the DIP Lenders would then be entitled, in addition to the approximately $1.505 million in fees they have already been paid, and 15% interest on their advances, to an "Exit Fee" of 6% of the $35 million DIP Facility. If the DIP Lenders are to be repaid in full this quickly, the reasonableness of the over- all costs of borrowing for a 60 day loan is brought into sharper focus. Assuming that the DIP loan is paid off by April 11, 2011, and by that date the DIP Lenders have advanced $30 million to the Debtors, the annualized internal rate of return to the DIP Lenders on the funds advanced to the Debtors would exceed 205%. As noted, the Committee has concerns about the over-all costs of the proposed DIP Loan. These bankruptcy cases thus far demonstrate every indication of becoming liquidating cases, and the fees will come out of the pockets of stakeholders. To the extent that concessions in the proposed fees can be obtained, either through alternative financing, or negotiated reductions in fees payable to the current DIP lender, then the estates will be benefited. About Seahawk Drilling Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup rig business in the United States, Gulf of Mexico, and offshore Mexico. It offers rigs and drilling crews on a day rate contractual basis. It filed for Chapter 11 bankruptcy protection on February 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089). Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11-20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11-20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11-20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No. 11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex. Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex. Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex. Case No. 11-20095) filed separate Chapter 11 petitions. Berry D. Spears, Esq., and Johnathan Christiaan Bolton, Esq., at Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy counsel. Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serves as the Debtors' co-counsel. Alvarez and Marsal North America, LLC, is the Debtors' restructuring advisor. Simmons And Company International is the Debtors' transaction advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. Judy A. Robbins, U.S. Trustee for Region 7, appointed three creditors to serve on an Official Committee of Unsecured Creditors of Seahawk Drilling Inc. and its debtor-affiliates. Heller, Draper, Hayden, Patrick & Horn, L.L.C., represents the Committee. The Debtors disclosed $504,897,000 in total assets and $124,474,000 in total debts as of the Petition Date. SEAHAWK DRILLING: Taps Sitrick & Co. as Corp. Comms. Consultant --------------------------------------------------------------- Seahawk Drilling Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas for permission to employ Sitrick & Co. Inc. as their corporate communications consultant. The firm will engage to render, among other things, professional services that may include, writing and distributing press releases, consulting on public relations strategies, media relations, and media monitoring in connection with the Debtors' Chapter 11 cases. The firm's professionals will charge between $185 and $495 per hour. The Debtors assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Seahawk Drilling Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup rig business in the United States, Gulf of Mexico, and offshore Mexico. It offers rigs and drilling crews on a day rate contractual basis. It filed for Chapter 11 bankruptcy protection on February 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089). Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11- 20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11- 20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11- 20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No. 11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex. Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex. Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex. Case No. 11-20095) filed separate Chapter 11 petitions. Berry D Spears, Esq., and Johnathan Christiaan Bolton, Esq., at Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy counsel. Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serve as the Debtors' co-counsel. Alvarez And Marsal North America, LLC, is the Debtors' restructuring advisor. Simmons And Company International is the Debtors' transaction advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. Judy A. Robbins, U.S. Trustee for Region 7, appointed three creditors to serve on an Official Committee of Unsecured Creditors of Seahawk Drilling Inc. and its debtor-affiliates. Heller, Draper, Hayden, Patrick & Horn, L.L.C., represents the Committee. The Debtors disclosed $504,897,000 in total assets and $124,474,000 in total debts as of the Petition Date. SEP RIVERPARK: Files Plan of Reorganization & Disclosure Statement ------------------------------------------------------------------ Sep Riverpark Plaza, LLC, has filed with the U.S. Bankruptcy Court for the Western District of Oklahoma a plan of reorganization and an accompanying disclosure statement. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/SEP_RIVERPARK_ds.pdf A hearing to consider the approval of the Disclosure Statement will be held on April 6, 2011, at 9:30 a.m. Objections to the disclosure statement must be filed by March 28, 2011, at 5:00 p.m. The Plan is aimed at immediately placing the Debtor's property on the market through Price Edwards Company, actively seeking a purchase contract for the fair market value of the project, paying all creditors in full with interest, and allowing the equity security holder to receive any remaining funds left from the sale proceeds. The active marketing period will last until a qualified buyer is found. If this does not occur within 24 months from the effective date, or the required monthly payments to two secured creditors aren't timely made, the Debtor will be in default of the Plan and all creditors will have their legal rights under prevailing State law to pursue their individual claims. One of the purposes of the Plan is to seek to maximize the recovery from the Riverpark Plaza apartments which, according to the Plan, might be best done by affecting a private sale, if reasonably possible in a timely manner, rather than resorting to a foreclosure sale. The management of the Reorganized Debtor will remain with the present security interest holders and it will continue to operate the day to day affairs of the apartment complex. It will retain the present management company, which is Macco Properties, Inc., under the same terms as are presently in force. It will collect all rents and pay all post-confirmation ongoing expenses as they are incurred and all payments required under the Plan including the payments to the secured creditors under the Plan. The Reorganized Debtor will immediately proceed to take all steps that are necessary to complete a sale of the Debtor's assets. All classes of claims and interests are impaired under the Plan, except Class 3 -- tenant security deposit claims characterized as being entitled to priority. Oklahoma City, Oklahoma-based SEP Riverpark Plaza, L.L.C., aka Riverpark Plaza Apartments, filed for Chapter 11 bankruptcy protection on November 11, 2010 (Bankr. W.D. Okla. Case No. 10-16832). According to its schedules, the Debtor disclosed $19,165,623 in total assets and $12,026,685 in total debts. On Jan. 13, 2011, Judge Sarah A. Hall authorized the Debtor's employment of Hiersche Law Firm as its bankruptcy counsel. SHERWOOD FARMS: Plan Confirmation Hearing Moved to March 16 ----------------------------------------------------------- Judge Karen S. Jennemann moved to March 16 the combined hearing to consider approval of (i) the disclosure statement explaining Sherwood Farms, Inc.'s Second Amended Plan of Liquidation and (ii) the Plan itself. This is to pave the way for the sale of the Debtor's assets. An auction is set for March 15, followed by the sale hearing the following day. As reported by the Troubled Company Reporter on December 14, 2010, Judge Jennemann rejected Sherwood Farms and Sherwood Investments Overseas Limited Incorporated's disclosure statement explaining a prior version of their plan. About Sherwood Farms Groveland, Florida-based Sherwood Farms, Inc., owns and operates an orchid farm from its real property in Lake County, Florida. The Company filed for Chapter 11 bankruptcy protection on Jan. 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578). Mariane L. Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, in Orlando, Fla., assists the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. An affiliate, Sherwood Investments Overseas Limited Incorporated, filed a separate Chapter 11 petition on Jan. 15, 2010 (Bankr. M.D. Fla. Case No. 10-00584). Latham Shuker also represents the affiliate as counsel. At the time of the filing, the affiliate also estimated its assets and debts at $10 million to $50 million. SHERWOOD FARMS: To Auction Assets on March 15 --------------------------------------------- Sherwood Farms, Inc., and secured lender Centennial Bank received permission from the Bankruptcy Court to sell substantially substantially all of the Debtor's assets free and clear of liens, claims and encumbrances, subject to higher and better offers. All bids are due March 14, 2010, along with a deposit not less than 5% of the purchase price offered by Centennial, which serves as stalking horse bidder. All bids are to be delivered to: Tranzon Driggers One NE 1st Ave., Suite 301 Ocala, FL 34470 The Auction will be conducted at the offices of GrayRobinson, P.A., Centennial's counsel, on March 15, 2011, beginning at 10:00 a.m. The hearing to consider approval of the winning bid will be held March 16. Objections, if any, to the sale are due March 15. Sherwood Farms and Centennial also won permission to hire Walter Driggers of Tranzon Driggers to conduct the sale. Judge Jennemann also ruled that the $350,000 lien of Pentagon Apollo, Ltd., is secured by all of the Debtor's assets. Should Centennial be the successful bidder at the auction, Centennial must satisfy, in cash, at closing, Pentagon's lien. Counsel for Centennial is: Maureen A. Vitucci, Esq. GRAYROBINSON, P.A. 301 E. Pine Street, Suite 1400 Orlando, FL 32801 Telephone: 407-843-8880 Facsimile: 407-244-5690 E-mail: maureen.vitucci@gray-robinson.com Counsel for the Debtor are: Mariane L. Dorris, Esq. LATHAM SHUKER EDEN & BEAUDINE LLP 390 North Orange Avenue, Suite 600 Orlando, FL 32801 Telephone: (407) 481-5800 Facsimile: (407) 481-5801 E-mail: bankruptcynotice@lseblaw.com - and - R. Scott Shuker, Esq. LATHAM SHUKER EDEN & BEAUDINE LLP Post Office Box 3353 Orlando, FL 32802 Telephone: (407) 481-5800 Facsimile: (407) 481-5801 E-mail: bankruptcynotice@lseblaw.com - and - Victoria Kothari, Esq. LATHAM SHUKER EDEN & BEAUDINE LLP 390 North Orange Avenue, Suite 600 Orlando, FL 32801 Telephone: (407) 481-5800 Facsimile: (407) 481-5801 Email: vkothari@lseblaw.com About Sherwood Farms Groveland, Florida-based Sherwood Farms, Inc., owns and operates an orchid farm from its real property in Lake County, Florida. The Company filed for Chapter 11 bankruptcy protection on Jan. 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578). Mariane L. Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, in Orlando, Fla., assists the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. An affiliate, Sherwood Investments Overseas Limited Incorporated, filed a separate Chapter 11 petition on Jan. 15, 2010 (Bankr. M.D. Fla. Case No. 10-00584). Latham Shuker also represents the affiliate as counsel. At the time of the filing, the affiliate also estimated its assets and debts at $10 million to $50 million. SHS RESORT: Plan Confirmation Hearing on April 20 ------------------------------------------------- Judge Michael G. Williamson issued an order on March 3 conditionally approving the disclosure statement explaining the Chapter 11 Plan of Reorganization, dated as of Feb. 28, 2011, filed by S.H.S. Resort, LLC. The Court will reconvene on April 20 to consider approval of the Plan. Objections to confirmation are due April 13. Early in February, the Court extended the Debtor's exclusivity period to propose a Plan and Disclosure Statement until Feb. 28. Under the Plan, the Reorganized Debtor will continue to operate the Safety Harbor Resort and Spa and will fund all distributions required under the Plan from the resort's operation. The Reorganized Debtor will also explore the sale or development of any vacant parcels on the Property to their highest and best use to create addition revenue from which to fund Plan distributions. At present, the Debtor expects a sale or refinancing of an 8-acre parcel. The Reorganized Debtor, in conjunction with Olympia Hotels Management, LLC, will be responsible for management of the Resort and the property. The Reorganized Debtor will pay all expenses from operating revenue as projected on a budget prepared by the Debtor. Wells Fargo Bank, N.A.'s secured claim is classified under Class 3 pursuant to the Plan. The Property constituting the Secured Lender's collateral was valued by stipulated order entered on Jan. 25, 2011. According to the Plan, the $13,857,816.67 valued amount will be paid as follows: (A) The Debtor will pay the Secured Lender the Net Principal amount of $11,057,816.67 less the sum of adequate protection payments, made during the Chapter 11 case prior to the Effective Date, on the basis of a 25 year amortization, with a 10-year balloon payment at interest rate of the Prime Rate of interest (determined annually on January 1 of each year) plus 1% interest, subject to an interest rate floor of 4.25%. Each year the interest rate will adjust on the anniversary date of the Effective Date and may be adjusted upwardly or downwardly up to 0.5% per year based upon the Prime Rate plus 1% Formula. The Note A payments will be paid from operational cash flow. The Debtor will also pay the Secured Lender $2,800,000 on the basis of a 3-year note which shall accrue interest rate of the Prime Rate of interest (determined annually on January 1 of each year) plus 1% interest, subject to an interest rate floor of 5.0%. Each year the interest rate will adjust on the anniversary date of the Effective Date and may be adjusted upwardly or downwardly up to 0.5% per year based upon the Prime Rate plus 1% formula. This Note B obligation will be paid upon the sale or refinancing of the 8-acre parcel which can be sold without adversely affecting the Resort and Spa portion of the property. Non-Insider Unsecured Trade Claims under Class 4 will be paid through a series of distributions totaling 90% of their Allowed Claim, without interest, to be made on a quarterly basis, at a rate of 4.5% of their Allowed Claim per quarter, beginning on the Effective Date of the Plan and continuing for a period of five years. Allowed Undersecured Claim of the Secured Lender under Class 5 will be paid through a series of distributions totaling 10% of any Allowed Undersecured Claim in equal quarterly installments beginning on the Effective Date and continuing for a period of five years. Any Claimant holding a Claim in Class 4 or 5 may elect to voluntarily reduce the amount of their Allowed Claim to $1,000 and have that Reduced Allowed Claim paid in full within 90 days of the Effective Date in complete satisfaction of the Claimant's Claim. Unsecured Creditors who are Insiders or Affiliates of the Debtor will be paid only after all Class 1 to 6 Allowed Claims have been paid in full. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/SHSResort_DS.pdf Safety Harbor, Florida-based S.H.S. Resort, LLC, aka Safety Harbor Resort and Spa, filed for Chapter 11 bankruptcy protection on Oct. 28, 2010 (Bankr. M.D. Fla. Case No. 10-25886). Steven M. Berman, Esq., and Hugo S. de Beaubien, Esq., at Shumaker, Loop & Kendrick, LLP, assist the Debtor in its restructuring effort. The Debtor scheduled $8,105,980 in assets and $31,705,109 in liabilities. SIX3 SYSTEMS: S&P Assigns Corporate Credit Rating at 'B' -------------------------------------------------------- Standard & Poor's Ratings Services assigned McLean, Va.-based Six3 Systems Inc. its preliminary 'B' corporate credit rating. The rating outlook is negative. At the same time, S&P assigned Six3's $170 million first-lien credit facilities its preliminary issue-level rating of 'B' (at the same level as the 'B' corporate credit rating). S&P also assigned this debt a preliminary recovery rating of '3', indicating its expectation of meaningful (50%-70%) recovery for lenders in the event of a payment default. The facilities consist of a $30 million revolver due 2016 and a $140 million term loan due 2017. The company plans to use proceeds from the term loan to refinance existing debt and to add cash to the balance sheet. "The preliminary 'B' rating reflects Six3's competitive pressures and limited operating track record," said Standard & Poor's credit analyst Jennifer Pepper. "Still, S&P expects that the company's unique capabilities in the areas of intelligence and cyber- security will result in consistent profitability." Six3 provides strategic services and solutions to the intelligence community and the U.S. Department of Defense, including systems design and engineering, operational analysis, identity intelligence, biometrics, forensics, counter intelligence, human intelligence, and diplomatic security support. The company was formed through the acquisition of three companies from 2009 through September 2010. Revenues for the fiscal year ended December 2010 were $230 million. S&P views the company's business risk profile as weak, reflecting its modest position in the highly competitive market for government IT services and a limited operating track record. However, Six3 has accumulated unique capabilities in the area of intelligence, which positions the company for many sole sourced awards, as well as a prime contractor position on many contracts. These factors contribute to strong EBITDA margins relative to Six3's peer group, and also provide revenue visibility. Six3 has a highly leveraged financial profile, in S&P's view. Operating lease-adjusted leverage is about 7.8x pro forma for the transaction, but includes approximately $120 million of pay-in- kind preferred stock, which S&P treat as debt for analytical purposes. In the absence of a debt-financed acquisition (the credit facility allows for a flexible covenant package, which is indicative of the company's acquisitive growth strategy), leverage could trend moderately lower in the near term, primarily driven by EBITDA growth. SMART ONLINE: Sells Additional $325,000 of Secured Note ------------------------------------------------------- On March 4, 2011, Smart Online, Inc. sold an additional convertible secured subordinated note due Nov. 14, 2013 in the principal amount of $325,000 to a current noteholder upon substantially the same terms and conditions as the previously issued notes sold on Nov. 14, 2007, Aug. 12, 2008, Nov. 21, 2008, Jan. 6, 2009, Feb. 24, 2009, April 3, 2009, June 2, 2009, July 16, 2009, Aug. 26, 2009, Sept. 8, 2009, Oct. 5, 2009, Oct. 9, 2009, Nov. 6, 2009, Dec. 23, 2009, Feb. 11, 2010, April 1, 2010, June 2, 2010, July 1, 2010, Aug. 13, 2010, Aug. 30, 2010, Sept. 14, 2010, Sept. 30, 2010, Nov. 9, 2010 and Feb. 7, 2011. The Company is obligated to pay interest on the New Note at an annualized rate of 8% payable in quarterly installments commencing June 4, 2011. The Company is not permitted to prepay the New Note without approval of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding. The Company plans to use the proceeds to meet ongoing working capital and capital spending requirements. About Smart Online 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 Web site consulting services, primarily in the e-commerce retail industry products and services. Smart Online reported a net loss of $1.32 million on $260,968 of total revenues for the three months ended Sept. 30, 2010, compared with a net loss of $2.86 million on $293,650 of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2010, showed $631,424 in total assets, $18.72 in total liabilities, and a stockholders' deficit of $18.10 million. SOUTHWEST STAINLESS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Southwest Stainless, Inc. aka Southwest Stainless aka G2 Material Handling, Inc. 4439 W. Billings St. Springfield, MO 65802 Bankruptcy Case No.: 11-60424 Chapter 11 Petition Date: March 8, 2011 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Judge: Arthur B. Federman Debtor's Counsel: Raymond I. Plaster, Esq. RAYMOND I. PLASTER, P.C. 2032 E. Kearney, Suite 107 Springfield, MO 65803 Tel: (417) 831-6900 Fax: (417) 831-6901 E-mail: riplaster@rip-pc.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mowb11-60424.pdf The petition was signed by Geary Gorrell, president. STATION CASINOS: Resolves CAI Disputes on Propco Rights Offering ---------------------------------------------------------------- Station Casinos Inc. and its debtor affiliates and Commonwealth Advisors, Inc., entered into a stipulation approved by the U.S. Bankruptcy Court for the District of Nevada to resolve disputes regarding the extent of participation of CAI and its affiliates in the Propco Rights Offering. CAI represents that CA Recovery Master Fund, LLC, an investment fund managed by CAI, currently holds $62,974,000 in Class 5 Senior Notes, and seeks to acquire equity in the Propco Rights Offering based upon that approximate $63 million holding. The parties agree that solely for the purpose of determining CRMF's Pro Rata Share and its Maximum Initial Committed Amount in connection with the Rights Offering, CRMF will be deemed to have held $30 million of Eligible Claims on the Rights Offering Record Date. CRMF will be entitled to subscribe for Offered Units based upon the $30 million Rights Offering Record Date holding as: (a) CRMF's Maximum Initial Committed Amount will be calculated based upon a holding of $5.52 million of Class 5 Senior Notes; and (b) CRMF may subscribe for additional Offered Units based upon the remaining $24.48 million of its deemed $30 million of Eligible Claims, and the Offered Units will dilute only the guaranteed allocation of equity subscription rights under the Rights Offering to the Put Parties. The remaining claims held by CRMF or its affiliates will be deemed not to be Eligible Claims and the claims will not dilute the guaranteed allocation of equity subscription rights under the Rights Offering to the Put Parties. 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. Station Casinos Inc., together with its affiliates, filed for Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP is local counsel. Lazard Freres & Co. LLC is investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Brad E Scheler, Esq., and Bonnie Steingart, Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New York, serves as counsel to the Official Committee of Unsecured Creditors. 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: To Keep Name After Bankruptcy Emergence -------------------------------------------------------- Station Casinos Inc. will retain its name after emergence from bankruptcy protection, Las Vegas Review-Journal reports citing the Company's Chief Operating Officer, Kevin Kelley. Mr. Kelley added that the Company's 35-year history operating in Las Vegas brought "enormous" loyalty from customers, the report says. Los Angeles-based national branding expert Rob Frankel said the most common reason for a brand identity change is to get over a bad chapter in their corporate history and erase the past, the Las Vegas Review-Journal reports. However, he noted that most of the time, it does not work, the report says. Howard Stutz of Las Vegas Review-Journal cites that MGM Mirage officially became MGM Resorts International and Harrah's Entertainment switched to Caesars Entertainment Corp. "We recognize the brand value the Station Casinos name carries in the community which is why we felt it would be a disservice to our guests to change the company name," the Las Vegas Review-Journal quotes Mr. Kelley as saying. Joel Simkins, a gaming analyst at Credit Suisse Securities, agreed that the Station Casinos' brand equity outweighs the negative feelings brought by its bankruptcy, according to the report. "I'll wager there were customers of the Station Casinos who had no idea the company was in bankruptcy," Mr. Simkins said. "As long as the casinos were open, many people probably were unaware of the problems. That brand equity will return." 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. Station Casinos Inc., together with its affiliates, filed for Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP is local counsel. Lazard Freres & Co. LLC is investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Brad E Scheler, Esq., and Bonnie Steingart, Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New York, serves as counsel to the Official Committee of Unsecured Creditors. 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: TPG Capital & Apollo to Take Over Aliante Station ------------------------------------------------------------------ Creditors, including TPG Capital and Apollo Global Management LLC, may take over Aliante Station hotel, Bloomberg News reports citing two people familiar with the matter. Aliante Station has defaulted on a debt, and has drawn $392 million on a term loan, which is due in 2012, the report says. Aliante Station, which is owned by Station Casinos Inc. and Greenspun Corp., has been negotiating with creditors after defaulting, the unnamed sources said. They added that discussions are ongoing and could fall apart. According to Beth Jinks and Jonathan Keehner of Bloomberg News, the move would hand creditors the resort -- a $662 million project when built -- at a fraction of the original cost. 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. Station Casinos Inc., together with its affiliates, filed for Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP is local counsel. Lazard Freres & Co. LLC is investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Brad E Scheler, Esq., and Bonnie Steingart, Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New York, serves as counsel to the Official Committee of Unsecured Creditors. 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) SUSTAINABLE ENVIRONMENT: Amends Report on Pro Water Acquisition --------------------------------------------------------------- Pursuant to correspondence dated Feb. 1, 2011, from the U.S. Securities and Exchange Commission, Sustainable Environmental Technologies Corporation filed an amendment to the Company's Current Report on Form 8-K, as filed with the SEC on July 9, 2010, and as amended on Nov. 22, 2010 and January 10, 2011, to supplement those filings with additional information. On July 7, 2010, the Company entered into the Pro Water Acquisition Agreement with Pro Water LLC, a Utah limited liability company. Pursuant to the Pro Water Acquisition Agreement the Company purchased all of the issued and outstanding Membership Interests of Pro Water from Metropolitan Real Estate, LLC, a New York limited liability company. Under the terms of the Pro Water Acquisition Agreement, the Company acquired 100% of the equity of Pro Water from its sole member, and Pro Water will become a wholly-owned subsidiary of the Registrant in exchange for the payment of 20,000,000 shares of the Company's restricted common stock, a secured convertible promissory note payable quarterly over the period of one year from the closing date in the amount of $2,000,000 million, with an interest rate of 5% and a conversion feature at the option of the holder into shares of the Company's common stock at a price of $0.10 per share. The note is secured by all the assets of Pro Water and the wastewater treatment facility owned by the Company. Metropolitan Real Estate LLC is an entity controlled by Horst Franz Geicke, a significant shareholder of the Company. On July 12, 2010, the terms of the Pro Water Acquisition Agreement were amended pursuant to Amendment No. 1 to Pro Water Acquisition Agreement, whereby the number of shares of common stock paid for Pro Water was increased to 33,333,333 (from 20,000,000), and the conversion rate of the $2,000,000 related secured convertible promissory note, which previously all converted at $0.10 at the option of the holder, such amended to so that $1,600,000 of the note may be converted at $0.20 per share and $400,000 may be converted at $0.025 per share. The convertible note is due based on the following: $100,000 paid on or before Sept. 30, 2010, $200,000 paid on or before Dec. 31, 2010, $200,000 paid on or before March 31, 2011 and the remaining amount of $1,500,000 with unpaid interest on or before June 30, 2011. The $100,000 payment due in September 2010 was paid in October 2010. On Jan. 14, 2011, the terms of the convertible note were amended. The closing of the Pro Water Acquisition Agreement and the Amendment No. 1 to Pro Water Acquisition Agreement, represented a change in control of the Company. For accounting purposes, this change in control constitutes a re-capitalization of the Company, and the acquisition has been accounted for as a reverse merger whereby the Company, as the legal acquirer, are treated as the acquired entity, and Pro Water, as the legal subsidiary, is treated and the acquiring company with the continuing operations. A full-text copy of the Amended Current Report is available for free at http://ResearchArchives.com/t/s?74af About Sustainable Environmental Upland, Calif.-based Sustainable Environmental Technologies Corporation (formerly RG Global Lifestyles, Inc.) offers water and wastewater treatment engineering and construction services. The Company's balance sheet at Dec. 31, 2010, showed $3.1 million in total assets, $4.5 million in total liabilities, and a stockholders' deficit of $1.4 million. TEE INVESTMENT: Section 341(a) Meeting Scheduled for April 4 ------------------------------------------------------------ The U.S. Trustee for Region 17 will convene a meeting of Tee Investment Company, Limited Partnership's creditors on April 4, 2011, 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. Reno, Nevada-based Tee Investment Company, Limited Partnership, dba Lakeridge Apartments, filed for Chapter 11 bankruptcy protection on March 1, 2011 (Bankr. D. Nev. Case No. 11-50615). Alan R. Smith, Esq., at The Law Offices of Alan R. Smith, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10- 53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10- 51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev. 10-50506) filed separate Chapter 11 petitions. TEE INVESTMENT: WBCMT 2006-C27 Tries to Block Cash Collateral Use ----------------------------------------------------------------- Secured creditor WBCMT 2006-C27 Plumas Street, LLC, tells the U.S. Bankruptcy Court for the District of Nevada that it does not consent to the use or expenditure of the rents by Tee Investment Company, Limited Partnership. The Secured Creditor says that all rents, income and profits derived from the real property and improvements located at 6155 Plumas Street, City of Reno, Washoe County, Nevada, commonly referred to as Lakeridge Apartments are the property of the Secured Creditor under an absolute assignment of rents, and that they constitute the Secured Creditor's cash collateral, all pursuant to, inter alia, a first priority Deed of Trust, Assignment of Rents, Security Agreement And Fixture Filing, an Assignment of Leases and Rents, and Financing Statements filed pursuant to the Uniform Commercial Code as enacted in California, all recorded against the Debtor's property. The Secured Creditor demands that all rents be segregated and that Debtor immediately provide an accounting of cash collateral to the Secured Creditor. The Secured Creditor is represented by Duane Morris LLP. Reno, Nevada-based Tee Investment Company, Limited Partnership, dba Lakeridge Apartments, filed for Chapter 11 bankruptcy protection on March 1, 2011 (Bankr. D. Nev. Case No. 11-50615). Alan R. Smith, Esq., at The Law Offices of Alan R. Smith, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10- 53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10- 51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev. 10-50506) filed separate Chapter 11 petitions. TN METRO HOLDINGS: Apartment Project in Chapter 11 -------------------------------------------------- TN Metro Holdings XII LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 11-22428) on March 10 in White Plains, New York. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that TN Metro is the owner of the 168-unit Pheasant Run apartments in Hendersonville, Tennessee. The property is said to be worth $9 million. Mr. Rochelle relates that the Company sought bankruptcy protection after a receiver was appointed in a foreclosure suit. The Federal National Mortgage Association is owed $8.6 million on a mortgage. There is another $3.7 million in unsecured debt. TRIBUNE CO: Wants Removal Period Extended Until June 30 ------------------------------------------------------- Tribune Co. and its affiliates ask the Bankruptcy Court to extend to June 30, 2011, their time to file notices of removal of claims and causes of action relating to their Chapter 11 proceedings. Given the expiration of the Debtors' removal period on Feb. 28, 2011, the Debtors ask that the operation of Rule 9006-2 of the Local Rules of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of Delaware extend the time during which they remove actions from Feb. 28, 2011 expiration until the Motion will be heard by the Court, which hearing is schedule on March 22, 2011. James F. Conlan, Esq., at Sidley Austin LLP, in Chicago Illinois, tells the Court that since the Petition Date, the Debtors have devoted substantially all their resources to stabilizing and operating their businesses, addressing critical case management issues, evaluating and resolving the prepetition claims, formulating a plan of reorganization, and otherwise facilitating the resolution of their Chapter 11 cases and their emergence therefrom. Mr. Conlan says given the size of the Debtors' business enterprise and the unusually large number of Debtors involved in the procedurally consolidated cases, transitioning the Debtors' business into smooth operations in Chapter 11 and meeting the ongoing requirements of the Chapter 11 process, together with the substantial effort required to manage the Debtors' business enterprise and pursue a joint plan of reorganization, and address the numerous and varied tasks attendant to that process, have been formidable undertakings. Mr. Conlan notes that the Debtors have made substantial progress in addressing the prepetition claims asserted against their estates, particularly with regard to prepetition litigation claims. Since the Petition Date, the Debtors have filed 42 omnibus objection to claims, as well as numerous discrete objections to individual prepetition litigation claims. Those actions have collectively resulted in the disallowance of more than 1,800 proofs of claim against the Debtors' estates. The Debtors have continued to review their litigation-related proofs of claim and to discuss potential resolutions of the claims reflected therein, or to pursue objections thereto, as the Debtors determine is warranted, Mr. Conlan relates. "As a result of these tasks and their attendant demands on the Debtors' personnel and professionals, the Debtors require additional time to review their outstanding litigation matters and evaluate whether those matters should properly be removed pursuant to Bankruptcy Rule 9027," Mr. Conlan concludes. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Court OKs $52-Mil. Contribution to Food Network ----------------------------------------------------------- Tribune Co. and its units sought and obtained an order from the Bankruptcy Court permitting Tribune to cause non-debtor Tribune (FN) Cable Ventures, Inc., to make a capital contribution of $52,803,821 to Television Food Network, G.P., in accordance with the terms of a TFN partnership agreement, to which TVC is a party. Formed as a Delaware general partnership in 1993, TFN owns and operates "Food Network", a 24-hour lifestyle cable television channel focusing on food and related topics. As of the Petition Date, TCV, a non-Debtor subsidiary of Tribune Broadcasting Company and an indirect subsidiary of Tribune, owned a 31.3% partnership interest in TFN, and Scripps Networks, LLC and Cable Program Management Co., G.P. collectively held the remaining 68.7% partnership interest in TFN. In May 2010, Scripps commenced a new cable television channel, "The Cooking Channel," primarily devoted to cooking instruction, food information, and other directly related topics. The Cooking Channel is currently available in approximately 57 million households with a lineup consisting of new, original programming, as well as syndicated content and programming from Food Network's library that explores the food content genre at a more detailed level, including expert advice and techniques. It was intended by the Scripps Parties at the time The Cooking Channel was launched that The Cooking Channel would be integrated into TFN to create a unique pair of food-focused channels operating efficiently under one infrastructure. On August 27, 2010, Scripps made a capital contribution of all of the outstanding membership interests of Cooking Channel, LLC, the entity owning the assets comprising The Cooking Channel, to TFN, resulting in Cooking Channel, LLC becoming a wholly-owned subsidiary of TFN. Based upon due diligence, the analysis performed by Lazard Freres and Co. LLC, and extensive negotiations, TCV agreed that the fair market value of the CC Contribution is $350,000,000. TCV wishes to make a capital contribution to TFN so that it may continue to participate in the economic benefits of TFN without a dilution of its percentage interest as result of the CC Contribution. The Debtors have determined that TCV must make a capital contribution of $52,803,821 in order to avoid a dilution of its ownership interest. The Debtors said in court papers that the financial projections and asset valuations contained in the disclosure statement accompanying their plan of reorganization anticipate that the TVC Contribution will be made and therefore do not reflect TVC's interest in TFN as being diluted. The Debtors believe that the TCV Contribution represents a prudent and advantageous investment. Failure to make the TVC Contribution would, in the opinion of both the Debtors and Lazard, negatively impact the distributable value available to creditor constituencies in the Debtors' Chapter 11 cases, James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, tells the Court. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Illinois Court Certifies Workers' ERISA Suit -------------------------------------------------------- Judge Rebecca R. Pallmeyer of the United States District Court for the Northern District of Illinois certified a class of Tribune Co. employees who allege that GreatBanc Trust Co. breached its fiduciary duty to protect worker benefits when it oversaw the Company's 2007 leveraged buyout. The Illinois Action was filed in September 2008 by Dan Neil and former Los Angeles Times employees Corie Brown, Henry Weinstein, Walter Roche, Jr., Myron Levin, and Julie Makinen against Samuel Zell and GreatBanc. The former employees alleged violations of the Employee Retirement and Income Security Act and common law breach of fiduciary duty and aiding and abetting breaches of fiduciary duty. Judge Pallmeyer also refused to cap damages against GreatBanc for purchasing $250 million in unregistered shares from Tribune Co. rather than buying Tribune stock on the open market in the first stage of the 2007 LBO. In November 2010, the judge found that GreatBanc violated its fiduciary duty by purchasing shares that couldn't readily be traded, which is a prohibited transaction under the federal law governing ESOPs. GreatBanc had sought to limit its liability to either the $2.8 million cash principal payment made on the loan that funded the stock purchase before Tribune filed for bankruptcy in 2008, or, alternatively, the $15.3 million principal and interest paid at that time, Chicago Breaking Business said. The plaintiffs contend that about 11,000 current and former Tribune employees were harmed by the transaction and are eligible to collect damages. The class is limited to Tribune ESOP participants who received an allocation of Tribune stock and were employed on Dec. 31, 2008, Chicago Breaking Business quoted Daniel Feinberg, an attorney representing the employees in the lawsuit, as saying. Judge Pallmeyer indicated that she may be willing to narrow the class, dropping about 4,000 workers who were laid off or took buy- outs and signed waivers to ERISA litigation as part of their severance packages, according to the report. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) UNIVERSAL BUILDING: Clean-up Expense Not Administrative Claim ------------------------------------------------------------- Bankruptcy Judge Mary F. Walrath denied the request of UBP Acquisition Corp. for payment of an administrative claim in the bankruptcy cases of Universal Building Products Inc. and its affiliates. Upon filing for bankruptcy, the Debtors filed a motion to approve a sale of substantially all of their assets to UBPAC, their prepetition lender, and a motion for approval of DIP financing to allow for the sale process to continue with a projected sale hearing date in early September. On Aug. 19, 2010, the Official Creditors' Committee filed preliminary objections to the motions for approval of the sale procedures and the final DIP financing. At the Aug. 23 hearing on those motions, a global settlement among the Debtors, the Committee, and UBPAC was announced pursuant to which the Committee withdrew its objections and the parties agreed to schedule the sale hearing for Sept. 7, 2010. In exchange, UBPAC agreed to allow any excess funds from the DIP budget and the avoidance actions to be transferred to a liquidating trust for the benefit of the unsecured creditors pursuant to an agreed plan of reorganization. After additional notice and hearing, the Court approved the proposed procedure and ultimately the sale to UBPAC was approved on Sept. 7. On Oct. 6 and 13, 2010, the Court entered orders that, taken together, rejected all of the Debtors' real estate leases. The Budget attached to the Final DIP Order included the Debtors' costs required to clean the facilities upon termination of the leases in accordance with the applicable lease terms. The total line item allocated to clean-up costs for all facilities was $635,000. After the sale was approved, UBPAC (through its affiliate, Dayton Superior Corp.) paid certain vendors and service providers directly for clean-up and exit costs related to the Debtors' vacating the eased facilities and UBPAC taking possession of the acquired assets. At the time of Dayton's actions, the Debtors had not commenced any clean-up of their own. Following Dayton's clean-up and exit, UBPAC filed an application for payment of an administrative expense claim for such costs in the amount of $674,964. The Debtors objected. UBPAC argues that its efforts to leave the Debtors' sites in "broom-swept" condition benefitted the estate by preventing the Debtors from having to pay the clean-up costs required under their respective leases. The Court disagrees for two reasons. First, the actions taken by UBPAC to clean up the Debtors' facilities were not "actual and necessary" but were purely voluntary. The APA did not contain any obligation of UBPAC to do the clean-up, and there is no evidence that the Debtors requested that UBPAC do so. Second, UBPAC's actions did not preserve the estate but could have actually harmed the estates. The Debtors are the ones obligated under the leases to leave the premises in broom-swept condition, but they made a determination not to perform the clean-up because the leases were being rejected. As a result, the landlords' claims for the clean- up costs would have been part of their rejection damages which are treated as prepetition claims. In fact, rather than benefit the estate, UBPAC's administrative claim would actually drain it. By performing the clean-up, UBPAC seeks to elevate the costs of clean-up from a prepetition claim to an administrative expense claim. It is the landlords that are receiving a benefit, not the estate. A copy of Judge Walrath's March 7, 2011 Opinion is available at http://is.gd/FxbDEdfrom Leagle.com. About Universal Building Westminster, California-based Universal Building Products, Inc., dba UBP, filed for Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. D. Del. Case No. 10-12453). Mark Minuti, Esq., MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing LLP, represents the Debtor. UBP estimated $1 million to $10 million in assets and $10 million to $50 million in debts in its petition. The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No. 10-12454), Don De Cristo Concrete Accessories, Inc. (Case No. 10- 12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11 petitions on August 4, 2010. Accubrace estimated $500,001 to $1 million in assets and $10 million to $50 million in debts. Universal Form Clamp, Inc, an affiliate, disclosed $62,384,813 in assets and $50,837,823 in liabilities as of the Chapter 11 filing. The Garden City Group, Inc., serves as the Debtors' claims and noticing agent. URBAN WEST: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Urban West Rincon Developers II, LLC c/o David Kriozere 489 Harrison Street, #306 San Francisco, CA 94105 Bankruptcy Case No.: 11-30924 Chapter 11 Petition Date: March 9, 2011 Court: U.S. Bankruptcy Court Northern District of California (San Francisco) Judge: Dennis Montali Debtor's Counsel: Heinz Binder, Esq. Roya Shakoori, Esq. LAW OFFICES OF BINDER AND MALTER 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 E-mail: heinz@bindermalter.com roya@bindermalter.com Scheduled Assets: $28,851,986 Scheduled Debts: $39,180,356 The petition was signed by David Kriozere, vice president of The Kriozere Corporation, et al. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Project Management Advisors, Inc. Trade Debt $190,801 150 South Wacker Drive, Suite 670 Chicago, IL 60606 Solomon Cordell Buenz & Trade Debt $108,877 Associates, Inc. 625 North Michigan Avenue, Suite 800 Chicago, IL 60611 Marelich Mechanical Co., Inc. Trade Debt $80,181 24041 Amador Street Hayward, CA 94544-1201 SASCO Trade Debt $66,250 Allied Fire Protection Trade Debt $50,000 Luce Forward Hamilton & Scripps Legal Fees $49,187 Bovis Lend Lease Inc. Trade Debt $41,890 FireStar Communications, Inc. Trade Debt $29,548 Wilsey Ham Trade Debt $16,563 Construction Analysts, Inc. Trade Debt $14,955 CB Engineers Trade Debt $13,150 Treadwell & Rollo Trade Debt $11,741 Farella Braun & Martel Trade Debt $10,915 University of Western Ontario Trade Debt $4,500 Cliff Lowe Associates, Inc. Trade Debt $3,699 North American Curtainwall Trade Debt $3,689 John P. Lucy, An Accountancy Corp. Trade Debt $3,300 Shenyang Yuanda Aluminum Industry Trade Debt $3,214 Rolf Jensen & Associates, Inc. Trade Debt $2,500 Jaidin Consulting Group Trade Debt $2,349 VALLEJO, CA: Told to Amend Disclosure by March 29 ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the hearing where Vallejo, California, hopes the bankruptcy judge will approve a disclosure statement will take place April 11. The revised description of the Chapter 9 municipal reorganization plan is due March 29. According to Mr. Rochelle, the bankruptcy judge this week filed a written memorandum listing the 15 complaints by creditors about adequacy of disclosure. The judge agreed that some items require better explanation while others don't. The plan, Mr. Rochelle relates, restructures $50 million of publicly held debt secured by leases on public buildings. It also adjusts the claims and benefits of current and former city employees. It doesn't affect pensions. About City of Vallejo Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano County, California in the United States. As of the 2000 census, the city had a total population of 116,760. It is located in the San Francisco Bay Area on the northern shore of San Pablo Bay. It was named for General Mariano Guadalupe Vallejo. Vallejo filed for protection under Chapter 9 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, after it was unable to persuade labor unions to accept salary concessions as the recession began cutting into local government tax collections nationwide. Marc A. Levinson, Esq., and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in Sacramento, California, represent the City. The city estimated $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. According to Vallejo's comprehensive annual report for the year ended June 30, 2007, the city has $983 million in assets and $358 million in debts. VERENIUM CORPORATION: Incurs $5.35 Million Net Loss in 2010 ----------------------------------------------------------- Verenium Corporation filed its annual report on Form 10-K with the U.S. Securities and Exchange Commission reporting a net loss of $5.35 million on $52.07 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $56.24 million on $48.82 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $111.75 million in total assets, $108.58 million in total liabilities and $3.17 million in total stockholders' equity. A full-text copy of the Annual Report is available for free at: http://ResearchArchives.com/t/s?74c0 About Verenium Corporation Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) -- http://www.verenium.com/-- is a pioneer in the development and commercialization of high-performance enzymes for use in industrial processes. Verenium currently sells enzymes developed using its R&D capabilities to industrial customers globally for use in markets including biofuels, animal health and oil seed processing As reported in the Troubled Company Reporter on March 19, 2010, Ernst & Young LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's recurring operating losses and accumulated deficit of $630.0 million at Dec. 31, 2009 * Moody's Gives Banking Industry Credit Update for 4th Quarter -------------------------------------------------------------- In its latest quarterly credit update on the U.S. banking industry, Moody's Investors Service said that although rated bank asset quality continues to improve, it is maintaining its negative credit outlook on the system. "Although loan charge-offs decreased for a fifth consecutive quarter, and non-performers and early-stage delinquencies improved across all major asset classes, asset quality indicators are still very weak by historical standards," said Vice President Joseph Pucella. Moody's expects a slow and uneven return to normal credit conditions over the next twelve months. While the likelihood of another downturn in the global economy has diminished, further deterioration could take a heavy toll on U.S. bank asset quality and therefore ratings, absent mitigating actions to bolster capital. "We estimate that rated U.S. banks have now recognized about three-fourths of their crisis-related loan charge-offs," Mr. Pucella said. "And though sizeable, remaining losses are certainly manageable in the context of banks' pre-provision income and the reserves they have built over the past couple of years." The report discusses the fundamental credit conditions of the U.S. banking industry, as well as the actual loss experience for rated U.S. banks through the fourth quarter of 2010 in comparison to Moody's loss estimates. Report highlights: -- Loan charge-offs have decreased on an aggregate basis for five consecutive quarters and were 2.6% of loans in the fourth quarter, the lowest level since the fourth quarter of 2008, but still near historic highs. All major asset classes showed improvement in charge-offs during the fourth quarter. -- Non-performing loans were approximately 4.2% of loans at Dec. 31, 2010, the lowest level since March 2009. -- Moody's estimates that rated U.S. banks will incur $744 billion of loan charge-offs between 2008 and 2011. Moody's estimates $548 billion of these losses have been recognized, leaving $198 billion, or 27%, remaining. On an asset class basis, Moody's estimates 77% of residential mortgage losses have been taken versus 58% for commercial real estate. -- The rated U.S. banks' loan loss allowance stood at $193 billion (3.7% of loans) and tangible common equity was $638 billion at Dec. 31, 2010. -- Moody's has incorporated our expected loss estimates into its views of banks' capital adequacy and its ratings. However, its rating outlooks, about half of which remain negative, are influenced by the potential for a worse-than- expected macroeconomic environment. More severe macroeconomic developments, the probability of which it places at 10% to 20%, would significantly strain U.S. bank fundamental credit quality. The report is titled "U.S. Banking Industry Quarterly Credit Update -- 4Q10" and is available on http://www.Moodys.com/ * BOOK REVIEW: Performance Evaluation of Hedge Funds ---------------------------------------------------- Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro Publisher: Beard Books Hardcover: 203 pages Listprice: $59.95 Review by Henry Berry Hedge funds can be traced back to 1949 when Alfred Winslow Jones formed the first one to "hedge" his investments in the stock market by betting that some stocks would go up and others down. However, it has only been within the past decade that hedge funds have exploded in growth. The rise of global markets and the uncertainties that have arisen from the valuation of different currencies have given a boost to hedge funds. In 1998, there were approximately 3,500 hedge funds, managing capital of about $150 billion. By mid-2006, 9,000 hedge funds were managing $1.2 trillion in assets. Despite their growing prominence in the investment community, hedge funds are only vaguely understood by most people. Performance Evaluation of Hedge Funds addresses this shortcoming. The book describes the structure, workings, purpose, and goals of hedge funds. While hedge funds are loosely defined as "funds with no rules," the editors define these funds more usefully as "privately pooled investments, usually structured as a partnership between the fund managers and the investors." The authors then expand upon this definition by explaining what sorts of investments hedge funds are, the work of the managers, and the reasons investors join a hedge fund and what they are looking for in doing so. For example, hedge funds are characterized as an "important avenue for investors opting to diversify their traditional portfolios and better control risk" -- an apt characterization considering their tremendous growth over the last decade. The qualifications to join a hedge fund generally include a net worth in excess of $1 million; thus, funds are for high net-worth individuals and institutional investors such as foundations, life insurance companies, endowments, and investment banks. However, there are many individuals with net worths below $1 million that take part in hedge funds by pooling funds in financial entities that are then eligible for a hedge fund. This book discusses why hedge funds have become "notorious as speculating vehicles," in part because of highly publicized incidents, both pro and con. For example, George Soros made $1 billion in 1992 by betting against the British pound. Conversely, the hedge fund Long-Term Capital Management (LTCP) imploded in 1998, with losses totalling $4.6 billion. Nonetheless, these are the exceptions rather than the rule, and the editors offer statistics, studies, and other research showing that the "volatility of hedge funds is closer to that of bonds than mutual funds or equities." After clarifying what hedge funds are and are not, the book explains how to analyze hedge fund performance and select a successful hedge fund. It is here that the book has its greatest utility, and the text is supplemented with graphs, tables, and formulas. The analysis makes one thing clear: for some investors, hedge funds are an investment worth considering. Most have a demonstrable record of investment performance and the risk is low, contrary to common perception. Investors who have the necessary capital to invest in a hedge fund or readers who aspire to join that select club will want to absorb the research, information, analyses, commentary, and guidance of this unique book. Greg N. Gregoriou teaches at U. S. and Canadian universities and does research for large corporations. Fabrice Rouah also teaches at the university level and does financial research. Komlan Sedzro is a professor of finance at the University of Quebec and an advisor to the Montreal Derivatives Exchange. ********* 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 by e-mail. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases by individuals and business entities estimating assets and debts or disclosing assets and liabilities at less than $1,000,000. The list includes links to freely downloadable images of the small-dollar business-related 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. Jhonas Dampog, 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 2011. 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 ***