/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110317.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, March 17, 2011, Vol. 15, No. 75 Headlines 207 REDWOOD: Disclosure Statement Hearing on May 5 ADVANCE NANOTECH: Noteholders Look to Force Liquidation AE BIOFUELS: 6 Officers & Directors Acquire Common Shares AGY HOLDING: Has $50 Million Loan Agreement with Bank of America AIRVANA NETWORK: Moody's Assigns 'B3' Corporate Family Rating ALION SCIENCE: Consolidated EBITDA for 2010 at $62.3-Mil. AMERICAN INT'L: Aims to Buy Back RMBS from N.Y. Fed AMERICAN WEST: Denly Utah Discloses 29.9% Equity Stake ANCHOR BLUE: Northbay Networks Awarded Hard Assets BANK OF GRANITE: Senior Credit Officer Has 287 Shares BERNARD L MADOFF: Trustee Struggles to Serve Kohn Defendants BEST ENERGY: Morris Gad Has 5.15 Million Common Shares BIOFUEL ENERGY: Greenlight Principal Has 40.8% Stake BIOFUEL ENERGY: Third Point Has 22.6% Ownership BIOSCRIP INC: S&P Affirms Corporate Credit Rating at 'B' BOART LONGYEAR: S&P Assigns 'BB-' Corporate Credit Rating BONDS.COM GROUP: Sold Securities, Bought Beacon Capital Last Month BORDERS GROUP: Wants Until Sept. 14 to Decide on Leases BORDERS GROUP: Several Utilities Oppose Injunction BORDERS GROUP: Landlords Criticize Lease Rejection Procedures BRE PROPERTIES: Fitch Upgrades Preferred Stock Rating to 'BB+' BROADCAST INT'L: Files Form S-1 for 40,599,961 Shares BROADCAST INT'L: ACT Capital Has 5.5% Equity Stake BRYAN MOORE DEV'T: Court Approves Deal Between Bank & Receiver BUILDERS FIRSTSOURCE: Deregisters Securities; Support Pact Lapses C&D TECHNOLOGIES: T. Rowe Price No Longer Owns Shares CAPRIUS INC: Knight Capital Discloses 18.83% Equity Stake CARPENTER CONTRACTORS: Can Use Cash Collateral Until Mar. 21 CARPENTER CONTRACTORS: U.S. Trustee Unable to Form Creditors Panel CATALYST PAPER: Letko Brosseau Discloses 4.78% Equity Stake CC MEDIA: Offers to Exchange Non-Qualified Stock Options CC MEDIA: Distributed Confidential Circular on $750MM Notes CELL THERAPEUTICS: Gets Exclusive Marketing Deal of Tosedostat CEMTREX INC: Arun Govil Owns 25.43 Million Common Shares CHINA TEL GROUP: Engages Kabani & Company as Accountants CINCINNATI BELL: LSV Asset Has 5.476% Equity Stake CNOSSEN DAIRY: Files Schedules of Assets and Liabilities CNOSSEN DAIRY: Amends Motion to Pay Prepetition Vendor Claims COMPOSITE TECHNOLOGY: Gets $600K in Bridge Loans from 4 Investors CONSPIRACY ENTERTAINMENT: Dismisses Chisholm as Accountants CONVERSION SERVICES: Board Members Get 375,000 Shares Each CORROZI-FOUNTAINVIEW: Counsel Withdraws, Cites Absence of Plan COVANTA HOLDING: Moody's Says Dividend Won't Affect Credit Quality CROWN FOREX: Court Orders Continuing Asset Freeze for Beckman CUMULUS MEDIA: Reports $29.40 Million Net Income in 2010 DBSD N.A.: Dish Network Wins Approval of $1.4B Takeover Bid DBSD N.A: ICO & DISH Enter Restructuring Support Agreements DUCK HOUSE: Files Schedules of Assets and Liabilities DYNAVAX TECHNOLOGIES: Federated Investors Has 20.67% Stake EAST BAY: Wants Case Dismissal Order Vacated EMISPHERE TECHNOLOGIES: Bai Ye Feng Discloses 9.39% Stake EMMIS COMMUNICATIONS: Alden Global Discloses 8.47% Equity Stake ENERGY FUTURE: To Offer 72-Mil. Common Shares to Key Employees ERVING INDUSTRIES: PBGC to Cover Pensions of 900 Workers ESTERLINETECHNOLOGIES CORP: S&P Lifts Corp. Credit Rating to 'BB+' EVERGREEN ENERGY: Recurring Losses Cue Going Concern Doubt EVERGREEN ENERGY: Adds Peter Moss to Board of Directors EXIDE TECHNOLOGIES: Objects to Fla. Revenue Agency, Trenton Claim EXIDE TECHNOLOGIES: EnerSys Wants Records in Dismissal Plea EXIDE TECHNOLOGIES: Files Post-Confirmation Report for Q3 FAIR FINANCE: SEC Charges 3 Execs Over $230MM Investment Scheme FAIRFAX FINANCIAL: Moody's Upgrades Senior Debt Rating From 'Ba1' FARLEY'S & SATHERS: Moody's Assigns 'B1' Corp. Family Rating FARLEY'S & SATHERS: S&P Assigns 'B' Corporate Credit Rating FELCOR LODGING: Moody's Affirms 'B2' Rating on Senior Notes FIDDLER'S CREEK: Files Second Amended Disclosure Statement FNB UNITED: Dixon Hughes PLC Raises Going Concern Doubt FONTAINEBLEAU LV: Chapter 7 Trustee Seeks Mediation in WTC Suit FONTAINEBLEAU LV: Seeks Extension for Final Privilege Log FONTAINEBLEAU LV: Chapter 7 Trustee Proposes Furr as Counsel FORD MOTOR: Stephen Odell Owns 13,362 Common Shares FRANKLIN PACIFIC: Files Schedules of Assets and Liabilities FRESNO PACIFIC: Has Until April 8 to File Reorganization Plan GELTECH SOLUTIONS: Employment Pacts of CEO, Pres. and CTO Okayed GSC GROUP: Trustee Wants Kaye Scholer Fees Slashed HARRON COMMUNICATIONS: Moody's Puts 'B2' Corporate Family Rating HARRON COMMUNICATIONS: S&P Assigns 'B' Corporate Credit Rating HASKELL COUNTY: Moody's Downgrades Rating on Tax Debt to 'Ba2' HAWKER BEECHCRAFT: W. Boisture to be Paid $90,090 Add'l Incentive HOVNANIAN ENTERPRISES: Registers Tangible Units With NYSE INN OF THE MOUNTAIN: Suspends Filing of Reports with SEC INNKEEPERS USA: Court Approves Commitment Letter INNOVATIVE COMPANIES: Plan Admin. Wants More Time for Final Decree ISLAND ONE: Plan Confirmation & Sale Hearing Set for April 20 ISLAND ONE: Can Continue Using Cash Collateral Until April 20 JARDEN CORPORATION: Moody's Puts 'Ba1' Rating on $1.25 Bil. Loan KE KAILANI: Files Schedules of Assets and Liabilities KV PHARMACEUTICAL: Releases Patience Assistance Prgm for Makena LAUREATE EDUCATION: Moody's Assigns 'B1' Rating to Senior Loan LEHMAN BROTHERS: Goldman Sachs to File Competing Plan for Lehman LEHMAN BROTHERS: Executives May Escape Prosecution Over Repo Deals LEHMAN BROTHERS: Proposes to Sell Stake in Quadrant Structured LEHMAN BROTHERS: Has LB Bankhaus Note Purchase Agreements LEHMAN BROTHERS: Proposes to Plan Confirmation Discovery Process LEHMAN BROTHERS: To Recover $579-Mil. from ADR Process LEO ROBBINS: Surya Capital Acquires Inventory at Auction LIBBEY INC: Reports $70.08 Million Net Income in 2010 LIFECARE HOLDINGS: Gets $287.5-Mil. New Credit Facilities LOAN EXCHANGE: Seeks to Dismiss Chapter 11 Case LODGENET INTERACTIVE: Incurs $11.68 Million Net Loss in 2010 LODGENET INTERACTIVE: Citigroup Global Is 7.2% Equity Owner LOWER BUCKS: Working on Plan That Gives Control to New Owner LPATH INC: CEO Pancoast Owns 110,200 Shares LYONDELL CHEMICAL: BNY Mellon Still On Hook For $1B Lyondell Suit MACY'S INC: S&P Changes Outlook to Positive, Affirms 'BB+' Rating MAUI LAND: Swings to $24.75 Million Net Income in 2010 MCCLATCHY CO: Fourth Quarter Net Income at $15.8-Mil. MCCLATCHY COMPANY: BlackRock is 5.47% Equity Owner MILLENNIUM MULTIPLE: Plan Participants Want Case Converted to Ch 7 MILLENNIUM MULTIPLE: Taps Robert D. Goldstein as Auditor MOLECULAR INSIGHT: QVT Fin'l Says Talks on Restructuring Ongoing MONEYGRAM INT'L: Guardian Life Is 15.4% Equity Owner MORGANS HOTEL: Parag Vora Discloses 6.70% Equity Stake NAVISTAR INTERNATIONAL: Fitch Lifts Issuer Default Rating to 'BB' NAVISTAR INTERNATIONAL: S. McChrystal Does Not Own Any Securities NEW STREAM: Issues Statement Regarding Chapter 11 Case NEW STREAM: Taps Kurtzman Carson as Notice and Claims Agent NMT MEDICAL: Common Stock Delisted From NASDAQ NOVASTAR FINANCIAL: Offers to Purchase Series C Preferred Stock OLD NATIONAL: Fitch Affirms Individual Rating at 'B/C' OMNICOMM SYSTEMS: Mentor Capital Head Has 8.7% Equity Stake OPTI CANADA: Fir Tree Discloses 4.8% Equity Stake OPTI CANADA: Feb. Bitumen at 23,100 Barrels Per Day PANZAR KFC: To Auction Off Leasehold Interests on June 9 PINEMOOR GOLF: Rotonda Buys Golf Course for $1.1MM in Foreclosure PHOENIX FOOTWEAR: Stock Split Became Effective Jan. 31 PREMIUM DEV'T: U.S. Trustee Moves to Convert or Dismiss Case PRETIUM PACKAGING: S&P Assigns 'B' Corporate Credit Rating PRM SMITH: Court Approves Pronske & Patel as Counsel PRM SMITH: Files Schedules of Assets and Liabilities QUANTUM CORP: BlackRock Has 5.27% Equity Stake QUEPASA CORP: Lars Batista Owns 49,000 Common Shares QUICKSILVER RESOURCES: S&P Affirms 'B+' Corporate Credit Rating RADIENT PHARMACEUTICALS: Registers 45.7MM Shares RASER TECHNOLOGIES: Richard Clayton Owns 950 Common Shares REGAL PLAZA: Hearing on Plan Outline Adjourned to April 6 REGAL PLAZA: Asks Court to Set $6.8-Mil. Value for Shopping Center RUGGED BEAR: Court Appoints Consumer Privacy Ombudsman RUGGED BEAR: Files Schedules of Assets & Liabilities SAI RESTAURANTS: Files for Chapter 11 Bankruptcy Protection SEXY HAIR: U.S. Trustee Takes Aim at Deal With Imperial Capital SURGERY CENTER: S&P Assigns 'B+' Corporate Credit Rating TRW AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB+' UNITED CONTINENTAL: IAM Accuses AFA of Harassing Flight Attendants UNITED CONTINENTAL: D&Os Disclose Ownership of Stock UNITED CONTINENTAL: FMR Discloses 12.554% Equity Stake UNITED CONTINENTAL: Wellington Discloses 9.71% Equity Stake UNIVERSAL CITY: NBC Universal Deal Cues Moody's Developing Outlook US CENTURY: Fitch Affirms Issuer Default Rating at 'C' VICEROY RESORT: Said to Prepare for Bankruptcy With Starwood Deal WEST END FINANCIAL: Files for Chapter 11, Blames Ex-Owner WEST END FINANCIAL: Case Summary & 57 Largest Unsecured Creditors WESTERN REFINING: S&P Assigns 'B' Rating to $325 Mil. Senior Loan * Study: Private Equity Firms Using IPOs to Refinance Heavy Debt * Filings in Federal Judiciary Continued to Grow in FY2010 * Recent Small-Dollar & Individual Chapter 11 Filings ********* 207 REDWOOD: Disclosure Statement Hearing on May 5 -------------------------------------------------- The Bankruptcy Court will convene a hearing on May 5, 2011, at 11:00 a.m. in Baltimore to consider approval of the disclosure statement explaining the Chapter 11 Plan filed by 207 Redwood LLC. March 25, 2011, is the last day for filing and serving written objections to the Disclosure Statement. The Debtor filed a Plan of Reorganization on Nov. 5, 2010. The Disclosure Statement was filed Jan. 5. The Debtor is engaged in the rehabilitation and development of its property in downtown Baltimore into a Hotel Indigo brand hotel. Hotel Indigo is an upscale, boutique-brand hotel franchised through Holiday Hospitality Franchising Inc. The purpose of the Plan is to provide a means for the operations of the Reorganized Debtor to complete the renovations of the Property, open the Hotel within 150 to 180 days after approval of the Plan, and provide a substantial distribution to unsecured creditors. Under the Plan, the Holders of Interests in the Debtor will not receive or retain anything on account of their Interests, and their Interests will be cancelled and extinguished as of the Effective Date. Harbor Hotel Developers LLC will fund the Plan. Harbor Hotel has $3,500,000 in immediately available funds to complete the renovations of the Property and open the Hotel within 150 to 180 days after approval of the Plan. The $3,500,000 will be allocated accordingly: $1,000,000 to complete renovations and construction-related expenses; $1,500,000 for furniture, fixtures and equipment; and $1,000,000 in reserves for operations, unexpected expenses and funding of the Plan. Harbor Hotel, as the New Investor, will acquire the equity interests of the Reorganized Debtor in consideration for funding the Plan and will make all distributions under the Plan. All property of the Debtor's Estate not otherwise specifically treated under the Plan will become Reorganized Debtor's property. Claims held by the Debtor's creditors will be paid from (a) income generated by the Reorganized Debtor or (b) additional capital provided by the New Investor. Moreover, funds needed to finish renovations of the Property and to operate the Property will be paid by the New Investor. The Plan contains eight Classes of Claims and Interests. There are four Classes of Secured Claims, one Class of Unsecured Claims, and one Class of Equity Interests. Overall, the Plan provides that Holders of Allowed Administrative Claims will be paid in full 30 days after the Effective Date. Holders of Allowed Priority Claims likewise will be paid in full 20 days after the Effective Date. The Holder of the Allowed Secured Claim in Class 3 will receive payment equal to 100% of its Allowed Secured Claim, over time. Holders of Allowed Secured Claims in Classes 4 to 6 and Allowed Unsecured Class 7 will receive, in full satisfaction of their Allowed Unsecured Claims, a pro rata distribution from $100,000 provided by Harbor Hotel. Holders of Equity Interest will not receive or retain anything on account of their Interests, and their Interests will be cancelled as of the Effective Date. All Classes, except Class 1 and 2 are impaired under the Plan. The current value of the Debtor's Property is roughly $14,500,000. As a result of the Debtor's efforts to rehabilitate and develop the Property, the Debtor may be qualified to receive Federal Historic Tax Credits. Receipt of Federal Historic Tax Credits is conditioned upon the Debtor's meeting stringent Federal Historic Tax Credit criteria. Although the credit amount is unknown, the Debtor is seeking to preserve its ability to qualify for these tax credits through its reorganization. The Plan provides a breakdown of the Debtor's liabilities: $50,000 in unpaid administrative liability for accrued fees and expenses of Chapter 11 professionals; $15,582,494 secured claim from RL BB Financial. The Property secures the outstanding debt to RL BB Financial; $6,000,000 owed to the Class A Equity Security Holders; $1,000,000 in mechanic's lien claim by Koam Construction; $65,000 in mechanic's lien claim by LJ Brossoit & Sons; $60,000 in mechanic's lien claim by Sherwin-Williams; $290,000 in unsecured priority claims; $2,500,000 in prepetition General Unsecured Claims A full-text copy of the Disclosure Statement is available at no charge at http://bankrupt.com/misc/207REDWOOD_DS.pdf Judge Nancy V. Alquist on March 4, 2011, issued an order that allowed the Debtor to file its Plan by Feb. 2, 2011, and obtain acceptances of the Plan April 3. The Debtor sought an extension of its exclusive plan filing deadline in December. The Debtor at that time explained that while it already has filed a plan, it continues is continuing to engage in complex negotiations with various parties that could result in revisions to the meaningful distribution already contemplated under the Plan. Depending on the outcome of the negotiations, the Debtor may need to file a supplement to its current Plan. About 207 Redwood Columbia, Maryland-based 207 Redwood LLC filed for Chapter 11 protection (Bankr. D. Md. Case No. 10-27968) on Aug. 6, 2010. James A. Vidmar, Jr., Esq., and Lisa Yonka Stevens, Esq., at Logan, Yumkas, Vidmar & Sweeney LLC, assist the Debtor in its restructuring effort. In its schedules, the Debtor disclosed $14,500,000 in total assets and $24,097,109 in total liabilities as of the Petition Date. ADVANCE NANOTECH: Noteholders Look to Force Liquidation ------------------------------------------------------- Dow Jones' DBR Small Cap reports that three noteholders that say they are owed nearly $1 million launched an involuntary bankruptcy filing against Advance Nanotech Inc., a development-stage company that owns a stake in a chemical-detection products business. Alpha Capital Anstalt, Iroquois Master Fund Ltd. and Harborview Master Fund LP filed a Chapter 7 petition in the U.S. Bankruptcy Court in Wilmington, Del., seeking to push Advance Nanotech into the arm of bankruptcy that walks businesses through a liquidation, according to DBR. The report relates Alpha Capital Anstalt said its claim is $525,000, while Iroquois Master Fund claims to be owed $103,748 and Harborview Master Fund claims to be owed $324,670. Together, their alleged claims total $953,418. The petitioning creditors' attorney, Richard M. Beck of Klehr Harrison Harvey Branzburg LLP, was also unavailable to comment Wednesday morning, the report adds. About Advance Nanotech Advance Nanotech, Inc., is a development-stage company. As of Dec. 31, 2009, the Company owned a 35% interest in Owlstone Nanotech Inc. Owlstone is a company, which focuses on commercializing chemical sensor products based on its gas sensing technology. During the year ended Dec. 31, 2009, the Company dissolved inactive subsidiaries, which included Advance Nanotech Limited, Nanofed Limited, Cambridge Nanotechnology Limited, Bio- Nano Sensium Limited, Nano Solutions Limited, Advance Display Technologies plc, Advance Homeland Security plc and Advance Nanotech (Singapore) Pte Ltd. AE BIOFUELS: 6 Officers & Directors Acquire Common Shares --------------------------------------------------------- In separate Form 5 filings with the U.S. Securities and Exchange Commission, directors and officers at AE Biofuels, Inc., disclosed that in 2010 they acquired shares of common stock of the Company pursuant to the Company's 2007 Stock Option Plan: Name Securities Acquired ---- ------------------- Harold Sorgenti 100,000 Michael L. Peterson 100,000 John R. Block 100,000 Todd Waltz 300,000 Andrew B. Foster 50,000 Sanjeev Gupta 300,180 About AE Biofuels AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/-- is a global vertically integrated biofuels company based in Cupertino, California, developing sustainable solutions to address the world's renewable energy needs. The Company is commercializing its patent-pending next-generation cellulosic ethanol technology that enables the production of biofuels from both non-food and traditional feedstocks. Its wholly-owned Universal Biofuels subsidiary built and operates a nameplate 50 million gallon per year biodiesel production facility on the east coast of India. The Company reported a net loss of $1.72 million on $1.59 million of sales for the three months ended Sept. 30, 2010, compared with a net loss of $3.78 million on $4.05 million of sales for the same period a year earlier. The Company's balance sheet at Sept. 30, 2010, showed $20.23 million in total assets, $29.03 million in total liabilities, all current, and a stockholders' deficit of $8.80 million. AGY HOLDING: Has $50 Million Loan Agreement with Bank of America ---------------------------------------------------------------- On March 8, 2011, AGY Holding Corp., entered into an amended and restated loan and security agreement among AGY Holdings, AGY Aiken LLC, AGY Huntingdon LLC, the lenders party thereto from time to time, Bank of America, N.A., a national banking association, as Administrative Agent and UBS Securities LLC, as Documentation Agent. The Loan Agreement amended and restated the credit agreement, dated as of Oct. 25, 2006, among the Borrowers, KAGY Holding, the subsidiary guarantors named therein, the Lenders named therein, UBS Securities LLC, as Documentation Agent, UBS Loan Finance LLC as Swingline Lender and UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral Agent. Facility The Loan Agreement provides for an expanded line of credit of up to $50 million under a revolving credit facility (including a sublimit for letters of credit of $20 million and a swingline sublimit of $5 million), of which approximately $24.8 million was drawn on March 8, 2011 and $2.4 million letters of credit were outstanding. The term of the agreement ends on the earlier of (a) March 8, 2015 and (b) the date that is 90 days prior to the maturity of the Second Lien Notes. Funds drawn under the Loan Agreement will be used (a) to satisfy existing and future Debt, (b) to pay fees and transaction expenses associated with the closing of the credit facility, (c) to pay certain obligations in accordance with the Loan Agreement and (d) for working capital and other lawful corporate purposes of the Borrowers. Interest Rates The Loan Agreement provides for two pricing options for revolving loans: (i) revolving loans on which interest is payable on the first Business Day of each month at a base rate equal to the greater of (x) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its prime rate, (y) the Federal Funds Rate for such day, plus 0.50%; or (z) LIBOR for a 30 day interest period as determined on such day, plus 1.0% and (ii) revolving loans on which interest accrues for one, two, three or six months (or if the Agent so agrees, nine or twelve months) at a rate of interest per annum equal to (x) the British Bankers Association LIBOR Rate or (y) if the British Bankers Association LIBOR Rate is not available, the interest rate at which dollar deposits in the approximate amount of the LIBOR loan would be offered by Bank of America's London branch to major banks in the London interbank Eurodollar market. Each of the rates described above in (i)(x), (i)(y), (i)(z) and (ii)(x) and (ii)(y) will include in addition an applicable margin. Fees An unused line fee rate initially equal to 0.50% per annum and ranging from 0.375% per annum to 0.50% per annum, based upon a fixed charge coverage ratio based pricing grid, will be payable in arrears on the first day of each month with respect to the average daily unused portion of the revolving loan commitments. Certain other facility fees may be payable to the Agent in amounts and at times as may be separately agreed upon in writing between AGY Holdings and the Agent. Security The obligations of AGY Holdings under the Loan Agreement and other ancillary loan documents are secured by a first priority Lien on substantially all of the assets of AGY Holdings and each wholly- owned domestic subsidiary of AGY Holdings, including without limitation, a pledge of 100% of the capital stock of AGY Holdings held by KAGY Holdings and of each of AGY Holdings' existing and future wholly-owned domestic subsidiaries that are corporations or certificated limited liability companies held by AGY Holdings and, up to a maximum of 65% of the voting stock of any first-tier foreign subsidiary. Guaranty The obligations of AGY Holdings under the Loan Agreement and other ancillary loan documents are guaranteed by KAGY Holding. Negative Covenants The Loan Agreement contains covenants and provisions that restrict, among other things, the ability of AGY Holdings and its subsidiaries to: (i) create, incur or suffer to exist liens on any of its property or assets; (ii) make certain investments; (iii) incur certain indebtedness; (iv) engage in mergers, consolidations and sales of all or substantially all their assets; (v) make certain asset sales; (vi) make certain restricted payments; (vii) make fundamental changes to the nature of its business, accounting policies, or become a general partner in any partnership; (viii) engage in transactions with affiliates; (ix) enter into some sale- leaseback transactions and (x) enter into agreements restricting dividends and advances by their Subsidiaries, in each case subject to specified exceptions. Financial Covenants The Loan Agreement requires AGY Holdings and its subsidiaries on a consolidated basis, excluding the Grace Companies, to satisfy certain financial performance criteria. Specifically, if any revolving credit facility commitments are outstanding and after the occurrence of (a) a default or event of default or (b) excess availability being less than the greater of (i) $6,250,000 or (ii) 12.5% of the borrowing base as of the last day of the most recent fiscal month ended, AGY Holdings will maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each period of four fiscal quarters ended during, or on the last day of the fiscal quarter immediately before the events listed in (a) and (b) above. Prepayments The Loan Agreement provides that the loans may be prepaid without penalty, in whole or in part, at any time, subject to the notice provisions and minimum dollar amounts set forth in the Loan Agreement. Events of Default The Loan Agreement specifies certain customary events of default, including but not limited to failure to pay principal or interest or other amounts when due, breach of certain covenants or representations, cross-defaults to certain other agreements and indebtedness in excess of specified amounts, judgment defaults in excess of specified amounts, certain events of bankruptcy and insolvency, dissolution, certain ERISA-related defaults, a failure of any loan document supporting the credit facility to be in full force and effect, a change of control, and a failure of any security interest or lien purported to be created by any guaranty or security document to give the collateral agent a perfected first priority security interest in and lien on all of the collateral thereunder. A full-text copy of the Amended and Restated Loan and Security Agreement is available for free at: http://ResearchArchives.com/t/s?752d About AGY Holding AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass yarns and high-strength fiberglass reinforcements used in composites applications. AGY serves a range of markets including aerospace, defense, electronics, construction and industrial. Headquartered in Aiken, South Carolina, AGY has a European office in Lyon, France and manufacturing facilities in the U.S. in Aiken, South Carolina and Huntingdon, Pennsylvania and a controlling interest in a manufacturing facility in Shanghai, China. The Company's balance sheet at Sept. 30, 2010, showed $308.03 million in total assets, $287.91 million in total liabilities, and stockholders' equity of $14.08 million. * * * AGY Holding carries a 'CCC+' corporate credit rating from Standard & Poor's Ratings Services. In December 2009, S&P lowered the rating to 'CCC+' from 'B'. "The downgrade follows S&P's ongoing concern on operating performance, including S&P's expectation for very weak credit metrics for 2009, weak liquidity relative to interest payments and operating requirements in 2010, and integration concerns related to the large $72 million acquisition -- with a $20 million cash component -- of AGY Hong Kong Ltd.," said Standard & Poor's credit analyst Paul Kurias. AIRVANA NETWORK: Moody's Assigns 'B3' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned a first time B3 corporate family rating and a B3 probability of default rating to Airvana Network Solutions Inc., a provider of software that enables wireless data communication transmissions. Moody's also assigned a B3 rating to the company's new $420 million senior secured term loan. The company plans to use the borrowings to refinance currently outstanding debt, fund a shareholder dividend and pay the associated premiums and fees. The rating outlook is stable. Moody's has taken these rating actions: Assignments: Issuer: Airvana Network Solutions Inc. -- Corporate Family Rating, Assigned B3 -- Probability of Default Rating, Assigned B3 -- $420 million Senior Secured Term Loan, Assigned B3 (LGD4, 50%) -- Rating Outlook: Stable Ratings Rationale Airvana's B3 Corporate Family Rating reflects the dual nature of the company's strong position as the sole supplier of critical software that enables data communications on third generation (3G) wireless CDMA networks deployed by Ericsson AB (formerly Nortel Networks) in the US and the near certain phase out of that 3G technology by the US carriers in the over the next decade. Therefore, the ratings are tempered by the project finance nature of the company's revenue stream over the next several years, which will be fully dependent on the orders from Ericsson, and by extension major end users Verizon Wireless and Sprint Nextel. Given the uncertainty in the timing of the slowdown of orders, a shorter remaining tail in EV-DO orders, along with the company's increased debt load, Moody's is concerned that the company may not generate sufficient cash in the next four years to repay all of its debt obligations prior to maturity. On the other hand, the ratings are supported by the company's high margins, the introduction of VZW's CDMA iPhone in February 2011, which should boost data traffic on its network and most importantly, the accelerated amortization schedule and the mandatory excess cash flow recapture during the tenor of the term loan. The ratings are also supported by Airvana's very good liquidity, modest leverage and robust current free cash flow generation, driven by limited capital expenditure needs. Moody's projects the company will generate about $135 million of free cash flow for the year, although the rating agency expects the company's cash balances to remain modest given the 100% quarterly cash sweep. The stable outlook reflects Moody's view that the Company's overall credit profile is unlikely to change significantly over the next 18-24 months. What Could Change the Rating -- Up As the long term business sustainability is the primary driver influencing the CFR, an upgrade is unlikely over the next 12-18 months. However, upward rating pressure would ensue if Airvana's billings exceed its plan and the company is able to commensurately reduce its outstanding debt. What Could Change the Rating - Down Downward rating pressure could develop if the company's free cash flow declines faster than expected due to diminishing orders from its customers, thereby endangering a timely repayment of the debt. This is the first time that Moody's has rated Airvana. Airvana, located in Chelmsford, MA, is a provider of network infrastructure products used by wireless operators primarily in the United States. The company generated about $270 million in billings in 2010. ALION SCIENCE: Consolidated EBITDA for 2010 at $62.3-Mil. --------------------------------------------------------- Alion Science and Technology Corporation disclosed in a regulatory filing last month that Consolidated EBITDA for the 12 month period ended Dec. 31, 2010, was approximately $62.3 million, and for the three month period ended Dec. 31, 2010, was approximately $14.4 million. The Company believes Consolidated EBITDA can be useful in assessing operating performance and in comparing its performance to other companies in the same industry. A full-text copy of the filing with the Securities and Exchange Commission is available at http://is.gd/clM7wIat no charge. About Alion Science Alion Science and Technology Corporation, based in McLean, Virginia, 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 Science reported 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. * * * 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." AMERICAN INT'L: Aims to Buy Back RMBS from N.Y. Fed --------------------------------------------------- American Bankruptcy Institute reports that American International Group Inc. has offered to pay the Federal Reserve Bank of New York $15.7 billion to buy back residential mortgage-backed securities held in Maiden Lane II, a special purpose vehicle set up by the New York Fed to house and back any losses from these AIG securities. About AIG American International Group, Inc. -- http://www.aig.com/-- is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage- backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG has been working to protect and enhance the value of its key businesses, execute an orderly asset disposition plan, and position itself for the future. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN WEST: Denly Utah Discloses 29.9% Equity Stake ------------------------------------------------------ In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Denly Utah Coal, LLC and its affiliates disclosed that they beneficially own 10,102,669 shares of common stock of America West Resources, Inc., representing 29.9% of the shares outstanding. A copy of the filing is available at no charge at http://ResearchArchives.com/t/s?7524 About America West Based in Salt Lake City, Utah, America West Resources, Inc., is an established domestic coal producer engaged in the mining of clean and compliant (low-sulfur) coal. The majority of the Company's coal is sold to utility companies for use in the generation of electricity. The Company's balance sheet at Sept. 30, 2010, showed $17.55 million in total assets, $28.50 million in total liabilities, and a stockholders' deficit of $10.94 million. As reported in the Troubled Company Reporter on April 27, 2010, MaloneBailey, LLP, in Houston, 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 a working capital deficit and has incurred significant losses. The Company reported a net loss of $8.70 million on $11.01 million of revenue for 2009, compared with a net loss of $6.58 million on $7.30 million of revenue for 2008. ANCHOR BLUE: Northbay Networks Awarded Hard Assets -------------------------------------------------- Northbay Networks, Inc., an asset management and remarketing company based in the San Francisco Bay Area, was awarded the hard assets of teen apparel store Anchor Blue. Brandon Curran, VP of Sales & Acquisitions states, "The assets, mostly consisting of Apple, Dell and Cisco products, are to be sold in various retail channels from Northbay's Emeryville warehouse." About 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 (Bankr. D. Del. Lead Case No. 11-10110) on Jan. 11, 2011. 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, serve 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 are 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. BANK OF GRANITE: Senior Credit Officer Has 287 Shares ----------------------------------------------------- Gayle W. Harris, senior credit officer at Bank of Granite Corp., disclosed in a Form 5 filing that he beneficially owns 287.4685 shares of common stock as of the end of the fiscal year, on Dec. 31, 2010. About Bank of Granite Granite Falls, N.C.-based Bank of Granite Corporation is a Delaware corporation that was organized June 1, 1987, as a bank holding company. The Company's only businesses are the ownership and operation of Bank of Granite, a state bank chartered under the laws of North Carolina on August 2, 1906, and Granite Mortgage, Inc., a mortgage bank chartered under the laws of North Carolina on June 24, 1985. Granite Mortgage discontinued its origination activities during 2009. The Company conducts its community banking business operations from 20 full-service offices located in Burke, Caldwell, Catawba, Forsyth, Iredell, Mecklenburg, Watauga, and Wilkes counties in North Carolina. The Company's balance sheet as of Sept. 30, 2010, showed $947.1 million in total assets, $918.9 million in total liabilities, and stockholders' equity of $28.2 million. Cease and Desist Order In 2009, Bank of Granite entered into a Stipulation and Consent to the issuance of an Order to Cease and Desist by the Federal Deposit Insurance Corporation and the North Carolina Commissioner of Banks. Based on the Company's Consent, the FDIC and the Commissioner jointly issued the Order on August 27, 2009. The Order requires the Bank to achieve and maintain Tier 1 Leverage Capital Ratio of not less than 8% and a Total Risk-Based Capital of not less than 12 percent for the life of the Order. "The Bank has not achieved the required capital levels mandated by the Order," the Company said in the filing. Going Concern Doubt Dixon Hughes PLLC, in Charlotte, N.C., 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 incurred net losses in 2009 and 2008, primarily from higher provisions for loan losses, and that the Company's wholly-owned bank subsidiary is under a regulatory order that requires, among other provisions, higher regulatory capital requirements. BERNARD L MADOFF: Trustee Struggles to Serve Kohn Defendants ------------------------------------------------------------ Bankruptcy Law360 reports that lawyers for the bankruptcy trustee overseeing recovery for Bernard L. Madoff's victims told a federal judge in New York on Monday that they're still hunting down defendants in a $60 billion lawsuit against Austrian financier Sonja Kohn, her family members and various affiliated parties. As reported in the Troubled Company Reporter-Europe on July 7, 2009, the Wall Street Journal said that U.S., U.K. and Austrian prosecutors have been probing former Bank Medici AG Chairman Sonja Kohn for allegedly receiving more than US$40 million in kickbacks to funnel billions of dollars of investments to Bernard Madoff. Prosecutors from all three investigations believe Bernard Madoff paid kickbacks to Ms. Kohn while she was chairwoman of Austria's Bank Medici via separate companies she controlled. 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. BEST ENERGY: Morris Gad Has 5.15 Million Common Shares ------------------------------------------------------ Morris Gad, a director at Best Energy Services, Inc., discloses in a Form 5 filing that he directly owns 5,151,167 shares of common stock of the Company. The shares include the 2,713,667 shares (and warrants) the Company issued on Dec. 16, 2010, to Mr. Gad in lieu of paying accrued interest of $271,367 on a certificate of deposit posted by Mr. Gad with a financial institution which provided credit to the Company. Mr. Gad has warrants to purchase 6,027,334 shares of common stock and 80,000 shares of preferred stock. About Best Energy Services Inc. Headquartered in Houston, Texas, Best Energy Services Inc. -- http://www.BEYSinc.com/-- claims to be a leading well service/workover provider in the Hugoton and Central Kansas Basins. In its Form 10-Q filed with the Securities and Exchange Commission, the Company's balance sheet at Sept. 30, 2010, showed $20.72 million in total assets, $30.58 million in total liabilities, and a stockholders' deficit of $9.86 million. Best Energy Services filed for Chapter 11 bankruptcy protection (Bankr. D. Kan. Case No. 11-10286) in Wichita, Kansas. Best Energy Services estimated $500,000 to $1 million in assets and up to $100,000 in debts as of the Chapter 11 filing. Affiliates of Best Energy that filed for Chapter 11 protection on Feb. 15, 2011, are: Debtor Case No. ------ -------- Best Well Services Inc 11-10285 Bob Beeman Drilling Company Inc 11-10287 Best Energy Ventures LLC 11-10288 The Debtors are represented by: Edward J Nazar, Esq. 245 North Waco, Suite 402 Wichita, KS 67202 Tel: (316) 262-8361 Fax: (316) 263-0610 E-mail: ebn1@redmondnazar.com BIOFUEL ENERGY: Greenlight Principal Has 40.8% Stake ---------------------------------------------------- David Einhorn said in a Schedule 13D filing that he beneficially owns 42,818,004 shares of common stock, par value $0.01 per share, of Biofuel Energy Corp. The shares represent 40.8% of the total shares outstanding. Mr. Einhorn is the principal of Greenlight Capital, Inc. and Greenlight Capital, LLC. About Biofuel Energy Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) -- http://www.bfenergy.com/-- aims to become a leading ethanol producer in the United States by acquiring, developing, owning and operating ethanol production facilities. It currently has two 115 million gallons per year ethanol plants in the Midwestern corn belt. The Company's balance sheet at Sept. 30, 2010, showed $329.7 million in total assets, $274.6 million in total liabilities, and stockholders' equity of $55.1 million. As reported in the Troubled Company Reporter on March 31, 2010, Grant Thornton LLP, in Denver, 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 declining liquidity and has $16.5 million of outstanding working capital loans that mature in September 2010. "If we are unable to raise sufficient proceeds from the rights offering, the LLC's concurrent private placement, or from other sources, we may be unable to continue as a going concern, which could potentially force us to seek relief through a filing under the U.S. Bankruptcy Code," the Company said in its Form 10-Q for the third quarter of 2010. BIOFUEL ENERGY: Third Point Has 22.6% Ownership ----------------------------------------------- Third Point LLC disclosed in a Schedule 13D/A filing that it beneficially owns 20,168,716 shares, which represent approximately 22.6% of the common stock of BioFuel Energy Corp., based upon the 89,239,331 shares of common stock outstanding as of Feb. 8, 2011. Daniel S. Loeb, chief executive officer of Third Point LLC, beneficially owns 20,959,224 shares of the common stock. The shares held by Mr. Loeb represent 23.5% of the total shares outstanding. About Biofuel Energy Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) -- http://www.bfenergy.com/-- aims to become a leading ethanol producer in the United States by acquiring, developing, owning and operating ethanol production facilities. It currently has two 115 million gallons per year ethanol plants in the Midwestern corn belt. The Company's balance sheet at Sept. 30, 2010, showed $329.7 million in total assets, $274.6 million in total liabilities, and stockholders' equity of $55.1 million. As reported in the Troubled Company Reporter on March 31, 2010, Grant Thornton LLP, in Denver, 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 declining liquidity and has $16.5 million of outstanding working capital loans that mature in September 2010. "If we are unable to raise sufficient proceeds from the rights offering, the LLC's concurrent private placement, or from other sources, we may be unable to continue as a going concern, which could potentially force us to seek relief through a filing under the U.S. Bankruptcy Code," the Company said in its Form 10-Q for the third quarter of 2010. BIOSCRIP INC: S&P Affirms Corporate Credit Rating at 'B' -------------------------------------------------------- Standard & Poor's Rating Services said that it affirmed its 'B' corporate credit and 'B-' senior unsecured debt ratings and removed them from CreditWatch, where they were placed with negative implications on Nov. 19, 2010, reflecting a greater probability of a possible covenant violation, because of recent weak operating performance. At the same time, S&P is withdrawing its senior secured debt and recovery ratings on the company's $50 million revolving facility and $100 million term loan, which were replaced by the new $150 million revolving facility (unrated). The company's new amended and restated credit facility addressed the potential for a covenant violation and reduced the likelihood of a near term downgrade. However, S&P's outlook remains negative given uncertainty about the company's strategy to contend with a rising cost structure. "The speculative-grade rating on BioScrip Inc. reflects the company's vulnerable business risk profile because of its position as a relatively small player in the highly competitive specialty pharmacy business market, thin operating margins and its heavy reliance on margin growth through its expansion in the highly fragmented home health business," said Standard & Poor's credit analyst Jesse Juliano. The ratings also reflect S&P's assessment that operating performance is below its initial expectations. Debt issued to finance this expansion is a key factor in its highly leveraged financial risk profile. The key factor influencing S&P's view of the company's business risk profile includes its relatively undiversified revenue base because of its high concentration in the specialty pharmacy business in few services. Despite the benefit of added diversity from the early 2010 acquisition of Critical Homecare Solutions Inc. (CHS) a provider of home nursing and infusion therapy, BioScrip still generates about 75% of its revenue from traditional and specialty pharmacy services that produce thinner operating margins. The company is a relatively small player in a highly competitive industry where a few large players dominate. Success in the specialty pharmaceutical market highly depends on establishing relationships and securing contracts with physicians and managed care providers that are up for renewal annually to every few years. BOART LONGYEAR: S&P Assigns 'BB-' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BB-' corporate credit rating to Salt Lake City, Utah-based drilling services and drilling products manufacturer Boart Longyear Ltd. At the same time, S&P assigned a 'BB-' (same as the corporate credit rating on BLY) issue-level rating to Boart Longyear Management Pty Ltd.'s proposed $250 million senior unsecured notes due 2021. BLY guarantees the notes. The recovery rating on these notes is '3', indicating the expectation that lenders can expect meaningful (50%-70%) recovery in the event of a payment default. The proposed notes are expected to be issued under Rule 144A, without registration rights. "The 'BB-' corporate credit rating on BLY reflects what S&P considers to be the company's weak business risk profile, given the company's dependence on the commodity mining industry, including a high exposure to the gold industry," said Standard & Poor's credit analyst Fred Ferraro. BLY's operating performance is highly dependent on the global minerals industry's exploration, development, and production expenditures, which are largely influenced by the price of gold, copper, and other base metals. In addition, junior miner financing availability can affect spending in the exploration business. While S&P expects Boart Longyear to maintain a relatively conservative financial profile with total adjusted debt to EBITDA below 2x and funds from operations to total adjusted debt above 50% in 2011, elevated capital expenditures and minimal free cash flow generation somewhat temper these positives. BONDS.COM GROUP: Sold Securities, Bought Beacon Capital Last Month ------------------------------------------------------------------ According to a regulatory filing, Bonds.com Group, Inc., consummated a group of related transactions on Feb. 2, 2011, pursuant to which, among other things, the Company: * sold 65 units for an aggregate purchase price of $6,500,000 to two accredited investors, with each unit comprised of (a) warrants to purchase 1,428,571.429 shares of its Common Stock, par value $0.0001 per share, at an initial exercise price of $0.07 per share, and (b) 100 shares of a newly-created class of preferred stock designated as Series D Convertible Preferred Stock; * issued 22.5 Units in exchange for (a) all of the outstanding shares of its Series B Convertible Preferred Stock, par value $0.0001 per share, and (b) certain outstanding warrants to purchase shares of our Common Stock; * issued 12.5 units comprised of (a) warrants to purchase 14,285.714 shares of its Series A Participating Preferred Stock, par value $0.0001 per share (the "Series A Preferred"), at an initial exercise price of $7.00 per share (the "Series A Warrants") and (b) 100 shares of a newly-created class of preferred stock designated Series D-1 Convertible Preferred Stock, par value $0.0001 per share (the "Series D-1 Preferred"), in exchange for (a) all of the outstanding shares of its Series B-1 Convertible Preferred Stock, par value $0.0001 per share (the "Series B-1 Preferred"), and (b) certain outstanding warrants to purchase shares of its Series A Preferred; and * acquired substantially all of the assets of Beacon Capital Strategies, Inc. (through an indirect wholly-owned subsidiary) in exchange for issuing 10,000 shares of a newly-created class of preferred stock designated as Series C Convertible Preferred Stock, par value $0.0001 per share. A full-text copy of the regulatory filing is available for free at http://is.gd/LommM8 About Bonds.com Group Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG) -- http://www.bonds.com/-- through its subsidiary Bonds.com, Inc., serves institutional fixed income investors by providing a comprehensive zero subscription fee online trading platform. The Company designed the BondStation and BondStationPro platforms to provide liquidity and competitive pricing to the fragmented Over- The-Counter Fixed Income marketplace. The Company differentiates itself by offering through Bonds.com, Inc. an inventory of more than 35,000 fixed income securities from more than 175 competing sources. Asset classes currently offered on BondStation and BondStationPro, the Company's fixed income trading platforms, include municipal bonds, corporate bonds, agency bonds, certificates of deposit, emerging market debt, structured products and U.S. Treasuries. The Company's balance sheet at Sept. 30, 2010, showed $1,565,132 in total assets, $9,823,058 in total liabilities, and a stockholders' deficit of $8,257,925. In its Form 10-Q for the quarter ended Sept. 30, 2010, the Company noted that since its inception, it has generated limited revenues and has incurred a cumulative net loss of $23,619,174. As of Sept. 30, 2010, the Company has a working capital deficit of $5,796,898, including approximately $1,050,000 and $82,000 of outstanding notes payable to related parties and other, respectively, and $22,153 of outstanding convertible notes payable due within the next 12 months. "The Company faces a liquidity crisis," the Form 10-Q added. "If the Company is unable to raise sufficient capital in the very near term, it may experience an interruption or cessation of its business and may be forced to seek reorganization or liquidation under U.S. bankruptcy laws. For these reasons and others, there is substantial doubt about the Company's ability to continue as a going concern." BORDERS GROUP: Wants Until Sept. 14 to Decide on Leases ------------------------------------------------------- Pursuant to Section 365(d)(4) of the Bankruptcy Code, Borders Group Inc. and its units ask the Bankruptcy Court to extend the period by which they may assume or reject unexpired non- residential real property leases, through and including Sept. 14, 2011. The Debtors are party to about 681 commercial leases with 325 landlords, including about 674 leases for real stores. The Debtors operate all of their stores pursuant to these leases. A schedule of the Unexpired Leases is available for free at: http://bankrupt.com/misc/Borders_UnexpiredLeases.pdf Section 365(d)(4)(A) provides for an initial period of 120 days after the Petition Date during which a debtor may assume or reject unexpired leases of nonresidential real property under which the debtor is the lessee. By virtue of their bankruptcy filing, the Debtors' initial period to assume or reject the Unexpired Leases will expire on June 16, 2011. David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, apprises the Court that the Debtors are still developing, negotiating and implementing a comprehensive operation restructuring plan. In conjunction, the Debtors need sufficient time to make critical decisions concerning the geographical footprint of the stores around which they will reorganize, he says. The Debtors thus seek extension of the period by which they must decide on the Unexpired Leases. The Bankruptcy Code provides that absent landlord consent, the Debtors must determine which leases to assume or reject on an accelerated basis. The Debtors have 120 days to make this determination subject to an extension of up to a 90-day extension for cause shown. Mr. Friedman argues that cause exists to extend the Lease Decision Period. He asserts that the Unexpired Leases are core assets of the Debtors' estates and without those leases, there would be no stores to operate the Debtors' business. Indeed, the Debtors are continuing to explore options to maximize the value of the Unexpired Leases through potential assumption and assignment to the third parties, he notes. Given the number of the Unexpired Leases, more time is needed to fully explore those options, he emphasizes. Mr. Friedman also contends that if the Debtors precipitously reject or assume the Unexpired Leases or are deemed to reject the Unexpired Leases, they may forego significant value in those Unexpired Leases or incur unnecessary rejection damages or administrative claims. The Debtors assure the Court that they are paying and will continue to pay for the postpetition rent obligations that arise under the Expired Leases. The Debtors' DIP Financing Facility requires the Debtors to obtain the proposed lease decision period extension within 60 days of the Petition Date or be in default under that facility with attendant consequences, Mr. Friedman relates. The DIP Facility also requires the Debtors to set certain reserves, including a "Lease Reserve" for inventory that remains at the Debtors' lease locations that are not assumed at least 120 days before the deadline to assume or reject. Any Lease Reserve will have a detrimental effect on the Debtors' liquidity, he points out. To save time and expense, the Debtors seek the Court's permission to enter into stipulations with landlords further extending the deadline to assume or reject those unexpired leases, through and including January 12, 2012. A full-text copy of the form of the stipulation with the landlords is available for free at: http://bankrupt.com/misc/Borders_LandlordStip.pdf Landlords React Several landlords object to the proposed extension of the Lease Decision Deadline, which include: * Simon Property Group, Inc. * GGP Limited Partnership * Faber Bros., Inc. * Inland Southwest Management LLC, et al. * TigrisWoods, LLC d/b/a The Stores at Riverwoods * The Macerich Company, et al. * Mt. Kisco Associates L.P. * First Interstate Mentor Centers, LP * Coventry Retail, L.P. * Camino Real Limited Liability Company Certain landlords complain that the Debtors are not current on their postpetition obligations to certain applicable leases: * Simon Property, GGP and TigrisWoods allege that the Debtors are in default of their monetary obligations under the applicable leases for failure to pay rent due for the month of February 2011. * Faber Bros complains that the Debtors had not paid any of Their obligations for the month of March, including rent of $28,406, common area maintenance of $1,940 and miscellaneous expenses totaling $6,518. * Inland Southwest, Inland American Retail Management LLC, Inland US Management LLC, Inland Commercial Property Management, Inc. and Inland Continental Property Management Corp. seek the Debtors' immediate payment of rent for the month of March. The Landlords thus ask the Court that the proposed extension be conditioned on the Debtors' performance of their postpetition obligations under the Leases. In other objections, a group of landlords led by Macerich wants the Court to clarify that the proposed extension (i) should not apply to the Leases where stores are closing or have already closed; and (ii) be limited so that the extension does not extend beyond confirmation of any plan of reorganization. The Macerich Landlords include RREEF Management Company; Related Urban Management; Cousins Properties, Incorporated, Corning Companies, PassCo Companies, LLC; AEW Capital Management, LP; Urban Retail Properties, Inc.; and Steadfast Companies. Mt. Kisco complains that granting the Debtors the proposed extension a mere two weeks into the Debtors' Chapter 11 cases undercuts the whole statutory purpose of fixing an initial period to decide on the unexpired leases. Counsel to First Interstate and Ledgewood Equities, LLC, Paul H. Silverman, Esq., at McLaughlin & Stern LLP, in New York -- psilverman@mclaughlinstern.com -- contends that the Debtors' Motion did not show cause for more than 120 days to decide on all the leases. The Debtors generalized that the Unexpired Leases are core assets when in fact Borders operate its site at Creekside Plaza so poorly that it is closing the store at this time, he points out. He further argues that to have the court pre-approve a stipulation form for further extensions of time upon landlord's consent is prematurely requested. Counsel to Camino, Robert K. LeHane, Esq., at Kelley Drye & Warren LLP, in New York, reveals that the Debtors have made and communicated their decision that their lease with Camino in a Goleta, California, store will be subject to store closing. Based on the Debtors' decision to close the store, there is no need for additional time to decide on the Lease. On behalf of Coventry, Jeffrey C. Wisler, Esq., at Connolly Bove Lodge & Hutz LLP, in Wilmington, Delaware, tells the Court that his client and the Debtors are engaged in discussions regarding Coventry's request to lift the automatic stay to pursue all state law rights and remedies to evict Borders from Coventry Mall. Nevertheless, Coventry contends that the Debtors do not have the right to assume or reject the underlying Lease. The Lease expired before the Petition Date and the Lease is not property of the Debtors' estate, he asserts. To the extent that the Lease is property of the Debtors, no cause exists to extend the current deadline to assume or reject the Lease because, among other things, the Debtors have no equity in the Lease or the Premises and is not necessary to the Debtors' reorganization, Mr. Wisler insists. Westfield LLC and its affiliates and "the Taubman landlords" filed separate joinders to the Macerich Landlords' Objection. A list of The Taubman Landlords is available for free at: http://bankrupt.com/misc/Borders_TaubmanLandlords.pdf Simon Property and the Debtors are parties to 29 non-residential leases currently open where the Debtors are operating in 24 going concern locations and five closing locations. GGP is party to 36 lease agreements with the Debtors for non- residential real property, including 32 going concern locations and four closing locations. Mt. Kisco is a lessor to an unexpired lease to Borders Inc. located at 162 East Main Street, in Mt. Kisco, New York. Faber Bros is a landlord to a lease agreement with Borders, Inc. for a property. Mentor owns Creekside Plaza of which Borders is an anchor tenant. Ledgewood owns Borders Plaza to which Borders is a lessor. Coventry is landlord to Borders in the Coventry Mall. The Macerich Landlords are parties to about 30 leases, a list of which is available for free at: http://bankrupt.com/misc/Borders_MacerichLeases.pdf Westfield and the Debtors are parties to 27 leases, a list of which is available for free at: http://bankrupt.com/misc/Borders_WestfieldLeases.pdf Inland, as managing agent for the owners of certain non- residential property, is party to about 17 lease agreements with the Debtors, a list of which leases is available for free at: http://bankrupt.com/misc/Borders_InlandLeases.pdf Debtors Talk Back The Debtors insist that the proposed lease decision extension will afford them an appropriate opportunity to conduct the analysis and negotiation that is necessary to make informed decisions concerning their lease portfolio. Indeed, no party in these Chapter 11 cases disputes that the Debtors' lease portfolio is crucial to their reorganization efforts, says David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman, LLP, in New York, counsel to the Debtors. If the Debtors are forced to address landlord demands on an individual basis as a condition of obtaining the relief sought in the Lease Extension Motion, the very purpose of the Debtors' Lease Decision Extension Motion would be frustrated, he emphasizes. In response to objectors' complaints on the non-payment of postpetition rent, the Debtors tell the Court that they have paid the March rent, and all stub rent will be paid on or before April 18, 2011, even though the Debtors could have contested the timing of the stub rent payment. To address other objections related to stores that are already subject to the store closing process, the Debtors are withdrawing the Lease Extension Motion solely as to those stores. The Debtors maintain that any delay in filing their extension request could jeopardize or even derail their reorganization efforts. The Debtors point out that under the DIP Facility, they must send bid packages to liquidators for store closing sales for any store with a lease that has not been assumed 15 weeks before the applicable deadline assume or reject. The Debtors add that they have other obligations as well, like commencing store closing sales at least 12 weeks before the Lease Decision Period expires. If the Debtors fail to get extensions of the Lease Decision Period, they risk being in default and losing borrowing availability for inventory at each location, Mr. Friedman points out. Since the deadline to send bid packages to liquidators already passed, the Debtors needed a waiver from the DIP lenders extending the deadline until March 15, 2011, the day of the hearing on the Lease Decision Motion, he points out. "If the Court does not approve the Lease Extension Motion, the Debtors will have defaulted under the DIP Facility, which will force these Chapter 11 cases into liquidation," he tells the Court. A chart summarizing the objections to the Lease Extension Motion and the Debtors' corresponding response is available for free at: http://bankrupt.com/misc/Borders_LeaseExtObjsSumm.pdf Judge Glenn will consider the Debtors' request in a hearing scheduled for March 15, 2011. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Several Utilities Oppose Injunction -------------------------------------------------- Borders Group Inc. and its units are asking the Bankruptcy Court to prohibit utility companies from altering, refusing, or discontinuing service to, or discriminating against, them solely on the basis of the commencement of their Chapter 11 cases, a debt they owe for services rendered prior to the Petition Date, or on account of any perceived inadequacy of their proposed adequate assurance of payment to the utilities. Several utility companies oppose the Debtors' Motion for injunction against utility companies. They include: * Virginia Electric Power Company d/b/a Dominion Virginia Power; The East Ohio Gas Company d/b/a Dominion East Ohio; Dominion Hope; New York State Electric and Gas Corporation; Florida Power Corporation d/b/a Progress Energy Florida; Carolina Power & Light Company d/b/a Progress Energy Carolinas, LLC; Consolidated Edison Company of New York, Inc.; Orange & Rockland Utilities; Southern California Edison Company; Toledo Edison Company; The Cleveland Electric Illuminating Company; Ohio Edison Company; Pennsylvania Power Company; Jersey Central Power & Light Company; Metropolitan Edison Company; Pennsylvania Electric Company; Georgia Power Company; American Electric Power; Duke Energy Carolinas, LLC; Duke Energy Ohio, Inc.; Duke Energy Indiana, Inc.; Duke Energy Kentucky, Inc.; Piedmont Natural Gas Company; San Diego Gas & Electric Company; Public Service Electric and Gas Company; The Connecticut Light and Power Company; Yankee Gas Services Company; Public Service Company of New Hampshire; PECO Energy Company; Commonwealth Edison Company; Allegheny Power; Arizona Public Service; The Detroit Edison Company; Cobb Electric Membership Corporation; and Tucson Electric Power Company * Nevada Power Company and Sierra Pacific Power Company doing business as NV Energy * Public Service Company of New Mexico * Florida Power & Light Company, Entergy and Central Maine Power Company, Potomac Electric Power, Delmarva Power, and Atlantic City Electric. Entergy includes Entergy Gulf States Louisiana, LLC, Entergy Louisiana, LLC; Entergy Mississippi, Inc., Entergy New Orleans, Inc. and Entergy Texas, Inc. * Puerto Rico Electric Power Authority Virginia Electric Power Company and its affiliates complain that the proposed $2,288,210 to be escrowed by the Debtors is not a form of adequate assurance of payment as set forth under Section 366(c)(1)(A) of the Bankruptcy Code nor the security asked by the utilities pursuant to Section 366(c)(2). The Debtors failed to explain (i) who would hold the Escrow Account; (ii) how the Utilities would access the Escrow Account, and (iii) whether the Utilities will still have access to the Escrow Account if the Debtors default on their obligations concerning their DIP financing, Virginia Electric Power contends. Public Service Company of New Mexico asserts that the Debtors should pay it a $60,000 postpetition deposit as assurance of payment under Section 366(c). PNM also asserts that the Debtors should pay all of the charges on or before the due dates set forth in PNM's postpetition invoices. If the Debtors do not pay either the Postpetition Deposit or the postpetition invoices timely and fully, PNM insists that it should be entitled to terminate electricity service, upon providing the Debtors with written notice of default in accordance with the New Mexico Laws and without returning to the Bankruptcy Court for authorization. Florida Power asks the Court to (a) enforce as written Section 366; (b) deny the Debtors' Motion; and (c) direct the Debtors to pay Florida Power their two-month adequate assurance demand immediately or be subject to disconnection on the 31st day after the Petition Date. NV Energy and Puerto Rico Electric seek adequate assurance of payments in the form of cash deposits: Proposed Adequate Party Assurance Amt. ----- ----------------- NV Energy $55,855 Puerto Rico Electric $171,887 The adequate assurance of payment required by NV Energy is equal to the charges for 45 days and two months average service based on the Debtors' account histories. Puerto Rico Electric's proposed adequate assurance of payment is three times the average monthly use of the Debtors. Debtors Address Objections Counsel to the Debtors, David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, relates that the Debtors have received and are resolving about 20 requests for additional adequate assurance and five formal objections to the Utility Injunction Motion. The objection filed by the Virginia Electric Group has been adjourned to April 7, 2011, and is in the process of being resolved by the Debtors. The objection of NV Energy has been resolved and will be withdrawn, he notes. The remaining three objections filed by Public Service Company of New Mexico, the Florida Power Group, and Puerto Rico Electric are in the process of being resolved by the Debtors. A chart summarizing the status of all Objections as of March 11, 2011 is available for free at: http://bankrupt.com/misc/Borders_UtilitiesObjsSumm.pdf Mr. Friedman insists that a two-week cash escrow account as adequate assurance is more than a mere nominal amount to mitigate any risk faced by utilities and properly balance the interests of the Debtors and their utilities under Section 366. The Objecting Utility Companies fail to recognize that Section 366 is not included in the Bankruptcy Code meant to secure all of a utility's exposure to non-payment, he contends. Mr. Friedman also asserts that the Objecting Utility Companies are not facing an unreasonable risk of non-payment where the Debtors are continuing to operate as a going concern in the majority of their locations and generating revenues. The Debtors are seeking final approval of their DIP financing, thus, sufficient funds will be available to permit them to pay the Utility Companies for postpetition services in a timely manner, he assures the Court. Some Objecting Utility Companies also assert that holding the adequate assurance deposits in the proposed escrow account is not appropriate and that the Utility Companies do not have sufficient information to access those deposits. The deposits in the escrow account provided for some Utility Companies or the maintenance of the existing deposits and bonds for other Utility Companies, Mr. Friedman asserts, constitute either a cash deposit or a surety bond, which are two of the recognized forms of adequate assurance provided for in Section 366(c)(1)(A). The Court will consider final approval of the Utility Injunction Motion on March 15, 2011. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BORDERS GROUP: Landlords Criticize Lease Rejection Procedures ------------------------------------------------------------- In separate filings, The Macerich Company, Dallas/Fort Worth International Airport Board and Seattle's Best Coffee LLC oppose Borders Group's proposed procedures for the rejection of unexpired leases. A. Macerich Landlords A group of landlords led by Macerich asserts that the rejection of any lease should not become effective until the later of surrender and turnover of the premises, free and clear of any personal property interests or third party objections and 10 days after filing of the rejection notice. Counsel to Macerich, Adrienne W. Blankley, Esq., at Katten Muchin Rosenman LLP, in New York -- adrienne.blankley@kattenlaw.com -- asserts that rejection that relates back to the filing of the Rejection Date is inconsistent with the Rejection Notice itself and the Bankruptcy Code as it creates potential significant and unnecessary liabilities to the Macerich Landlords. Ms. Blankley contends that the Rejection Date should not occur if third parties like Seattle's Best Coffee have yet to remove their property from the Premises. Having parties entering onto the Premises during the potential gap period puts the Landlords at risk for liability for damage to persons or property before they have possession and control of the Premises, she stresses. The rejection procedures should also provide for the removal of all personal property prior to rejection with all property left at the Premises after rejection abandoned to Landlords, free and clear of claims and without any liability to third parties, she asserts. The abandonment of property can result in significant costs to Landlords as a debtor often leaves its vacated space cluttered with inventory, supplies and fixtures, she insists. Other objecting landlords are RREEF Management Company, Related Urban Management, Cousins Properties, Incorporated, Corning Companies, Passco Companies, LLC, AEW Capital Management, LP, Urban Retail Properties, Inc. and Steadfast Companies. These parties join in the Macerich Landlords' Objection: * Shelbyville Road Plaza, LLC * "The Cafaro Related Entities" * The Taubman Landlords * Westfield, LLC and its affiliates The Cafaro Related Entities are Governor's Square Company dba Governor's Square Mall; Howland Commons, LLC dba Howland Commons; Huntington Mall Company dba Huntington Mall; Kennedy Mall, Ltd. dba Kennedy Mall; Meadowbrook Mall Company dba Meadowbrook Mall; Cafaro Management Company dba Millcreek Mall; PA-Eastway, Inc. dba Millcreek Pavilion; Ohio Valley Mall Company dba Ohio Valley Mall; Sandusky Mall Company dba Sandusky Mall and Frenchtown Square Partnership dba The Mall of Monroe. B. DFWIAB Dallas/Fort Worth International Airport Board objects to the proposed Rejection Procedures to the extent the Debtors are attempting to seek an order (i) preventing DFWIAB from proceeding against a bond as a recoupment of damages in the event of default of the lease by orders; or (ii) requiring DFWIAB to seek further Court authority before pursuing its claim against the Bond. Counsel to DFWIAB, Rosa R. Orenstein, Esq., at Sullivan & Holston, in Dallas, Texas -- rorenstein@sullivanholston.com -- asserts that neither Borders, Inc. nor any of the Debtor has an interest in the Bond's $30,000 penal sum. It is improper to require DFWIAB to seek further Court approval to recoup its damages by way of a claim against a non-debtor, she asserts. Similarly, it is improper to require DFWIAB to seek further Court approval to recoup its damages by way of a claim against a non- debtor third party for funds to which the Debtors hold no claim, he argues. C. Seattle's Best Seattle's Best complains that the proposed order does not adequately protect its intellectual and other property rights in connection with the rejection of unexpired leases. Counsel to Seattle's Best, Hugh R. McCullough, Esq., at Davis Wright Tremaine LLP, in Seattle, Washington -- hughmccullough@dwt.com -- asserts that Seattle's Best should receive notice of each proposed lease rejection and related abandonment of property. Seattle Best's interests will be materially affected by the closing of the Debtors' stores, and Seattle's Best may need to take steps to protect those interests, particularly with respect to its trademarks, trade dress, and trade secrets, Mr. McCullough stresses. Any order granting the Rejection Procedures Motion should also expressly state that approval of the proposed rejection procedures is without prejudice to Seattle Best's rights under a master license agreement or applicable law with respect any lease rejection or abandonment of property, he tells the Court. The Court will consider the Rejection Procedures Motion on a hearing scheduled for March 15, 2011. About Borders Group Borders Group is a leading operator of book, music and movie superstores and mall-based bookstores. At Jan. 29, 2011, the Debtors operated 642 stores, under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders- branded airport stores in the United States, of which 639 stores are located in the United States and 3 in Puerto Rico. Two of Borders' flagship stores (along with other less prominent stores) are located in Manhattan. In addition, the Debtors operate a proprietary e-commerce Web site, http://www.Borders.com/, launched in May 2008, which includes both in-store and online e- commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and approximately 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, serve as counsel to the Debtors. Jefferies & Company's Inc. is the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC is the interim management and restructuring services provider. The Garden City Group, Inc., is the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, serve as counsel to the DIP Agents. National law firm Lowenstein Sandler has been appointed to represent the official unsecured creditors committee for Borders Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights Group, are leading the team. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010 Borders Group has sought approval to sell merchandise and owned furniture, fixtures and equipment located at approximately 200 of their stores and, at Borders' option, up to 75 of 136 potential other stores, through store closing sales. Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Borders Group Inc., the United States' second largest bookstore chain. (http://bankrupt.com/newsstand/or 215/945-7000) BRE PROPERTIES: Fitch Upgrades Preferred Stock Rating to 'BB+' -------------------------------------------------------------- Fitch Ratings has upgraded the Issuer Default Rating and outstanding obligation ratings of BRE Properties, Inc.: -- IDR to 'BBB' from 'BBB-'; -- Unsecured revolving credit facility to 'BBB' from 'BBB-'; -- Senior unsecured notes to 'BBB' from 'BBB-'; -- Convertible senior notes to 'BBB' from 'BBB-'; -- Preferred stock to 'BB+' from 'BB'. The Rating Outlook is Stable. The upgrades reflect Fitch's view that BRE's multifamily portfolio fundamentals will continue to improve in 2011, 2012, and 2013, following declines in 2009 and 2010 and that the company's current and expected leverage are appropriate for a 'BBB' IDR. Fitch notes BRE's management team navigated the business through a difficult operating cycle and raised $290 million of equity during 2010, which was higher than Fitch's expectation. These actions demonstrated management's commitment to maintaining credit metrics at levels commensurate with a 'BBB' rating. BRE's leverage improved to 7.5 times for 2010 as compared to 8.4x for 2009, and Fitch expects BRE's leverage to remain below 8.0x, a level appropriate for a 'BBB' IDR. Further, BRE's fixed charge coverage ratio has improved to 2.1x for 2010, as compared to 1.9x for 2009 and is expected to remain appropriate for a 'BBB' IDR. BRE's risk-adjusted capital ratio also improved to 1.2x as of Dec. 31, 2010, at a 'BBB' rating category stress level, up from 1.1x as of Dec. 31, 2009, and 0.9x as of Dec. 31, 2008. This ratio improved largely because of the increase in the company's equity base and the reduced amount of construction in progress. While BRE experienced a same store net operating income decline of 6.4% in 2009, the company benefited from improving fundamentals in 2010. The calendar year 2010 SSNOI decline was 3.7%, with the fourth quarter of 2010 slightly positive at 0.4%. Fitch expects that BRE's portfolio will continue to experience positive operating fundamentals with SSNOI growth between 2.5% and 4% in 2011 and 2012. Consistent with these expectations, Fitch projects BRE's leverage, measured as net debt divided by recurring operating EBITDA, will trend towards 7.0x in 2011 and 2012. Leverage improved from 2009 due to delevering equity raises, and leverage is expected to remain below 8.0x as earnings power improves from incremental NOI from properties acquired and developments delivered in 2010 and 2011, as well as the expected improvements in the company's operating fundamentals. Additionally, BRE's fixed charge coverage ratio (defined as recurring operating EBITDA less renewal and replacement capital expenditures, divided by cash interest expense, capitalized interest and preferred stock dividends), which was 2.1x in 2010 and 1.9x in 2009 and 2008, is expected to be between 2.0x and 2.1x in 2011 and 2012. BRE's operating strategy of focusing on owning assets in supply- constrained coastal destination markets is a credit positive. These markets exhibit relatively strong long-term demand, limited buildable land and high construction costs, curtailing substantial supply growth. Somewhat offsetting these credit positives is BRE's significant geographic concentration with 84.1% of SSNOI in 2010 derived from the state of California. Fitch rates California's general obligation bonds 'A-' with a Stable Outlook. While BRE's SSNOI has performed in line with a market-weighted PPR index, Fitch notes the seismic risks of the state. Additionally, while the company has little capital committed as of Dec. 31, 2010, for development projects (2.9% of total development cost as % of total undepreciated assets), Fitch expects that the company will increase its development pipeline and risks associated with lease up will increase. The Stable Outlook centers on Fitch's expectation that BRE's credit profile will remain appropriate for the 'BBB' rating through economic cycles, supported by management's commitment to maintain leverage in the current range to offset development risks and declining operating fundamentals. Further, BRE continues to access various sources of capital and maintains a solid liquidity profile. For the period of Jan. 1, 2011 to Dec. 31, 2012, Fitch calculates that BRE's sources of liquidity (cash, availability under its unsecured revolving credit facility assuming the commitment size is reduced by one-third given its maturity in 2012, and projected retained cash flows from operating activities after dividends and distributions and adjusting for the company's increased dividend) exceed uses of liquidity (pro rata debt maturities and amortization and projected renewal and replacement capital expenditures) by 2.2x, which is strong for the 'BBB' rating. In addition, BRE has a smooth debt maturity schedule with less than 13% of debt maturing before 2014, excluding its line of credit ($209 million drawn at Dec. 31, 2010) which matures in 2012. The company's next large debt maturity is its $300 million of unsecured notes maturing in 2017. In addition, BRE maintains an adequate level of unencumbered assets that provides solid coverage of unsecured debt for the rating category. Per the company's bond covenant calculations, BRE's unencumbered assets covered unsecured debt by 2.71x and 2.22x as of Dec. 31, 2010 and Dec. 31, 2009, respectively. Fitch calculates that BRE's ratio of unencumbered operating real estate, valued at a blended 7.5% capitalization rate, to net unsecured debt was 2.4x and 1.9x as of Dec. 31, 2010 and Dec. 31, 2009, respectively. The financial covenants in the company's unsecured debt agreements do not limit BRE's financial flexibility. The two-notch differential between BRE's IDR and its preferred stock ratings is consistent with Fitch's criteria for corporate entities with a 'BBB' IDR. Based on Fitch's criteria report ('Equity Credit for Hybrids & Other Capital Securities'), BRE's preferred stock is 75% equity-like and 25% debt-like since it is perpetual and has no covenants but has a cumulative deferral option in a going concern. Net debt plus 25% of preferred stock to recurring EBITDA was 7.6x as of Dec. 31, 2010, compared with 8.6x as of Dec. 31, 2009. Guidelines for Further Rating Actions These factors may have a positive impact on BRE's ratings and/or Outlook: -- Leverage, defined as net debt to recurring operating EBITDA, sustaining below 7.0x for several consecutive quarters (leverage was 7.5x as of Dec. 31, 2010); -- Fixed charge coverage sustaining above 2.5x for several consecutive quarters (coverage was 2.1x for the year ended Dec. 31, 2010). These factors may have a negative impact on BRE's ratings and/or Outlook: -- Leverage sustaining above 8.0x for several consecutive quarters; -- Fixed charge coverage sustaining below 2.0x for several consecutive quarters. -- A liquidity shortfall (liquidity coverage was 2.2x for the period Jan. 1, 2011 - Dec. 31, 2012). -- If operating fundamentals relapse similar to the environment of 2009, rather than improve as currently expected. BROADCAST INT'L: Files Form S-1 for 40,599,961 Shares ----------------------------------------------------- Broadcast International, Inc. filed with the U.S. Securities and Exchange Commission a Form S-1 prospectus relating to the resale of up to 40,599,961 shares of the Company's common stock owned by the selling shareholders, including up to 12,499,980 shares of the Company's common stock upon exercise of certain warrants held by the selling shareholders. The Company will not receive any proceeds from the sale of the common stock hereunder. All proceeds from the sale of the common stock will be paid to the selling shareholders. The Company will, however, receive proceeds from the exercise of the outstanding warrants. If all of the warrants covered by this prospectus are exercised in full, the Company will issue an aggregate of 12,499,980 shares of the Company's common stock, and the Company will receive aggregate proceeds of $12,499,980. The Company's common stock is currently traded on the OTC Bulletin Board under the symbol "BCST." On Feb. 15, 2011 the closing sale price of the Company's common stock was $1.11 per share. A full-text copy of the prospectus is available for free at: http://ResearchArchives.com/t/s?7523 About Broadcast International Based in Salt Lake City, Broadcast International, Inc. installs, manages and supports private communication networks for large organizations that have widely-dispersed locations or operations. The Company owns CodecSys, a video compression technology to convert video content into a digital data stream for transmission over satellite, cable, Internet, or wireless networks, as well as offers audio and video production services. The Company's enterprise clients use its networks to deliver training programs, product announcements, entertainment, and other communications to their employees and customers. The Company's balance sheet as of Sept. 30, 2010, showed $7.3 million in total assets, $25.3 million in total liabilities, and a stockholders' deficit of $18.0 million. HJ & Associates LLC, in Salt Lake City, expressed substantial doubt about the Company's ability to continue as a going concern, after auditing the Company's financial statements for the year 2009. The independent auditors noted that the Company has incurred recurring losses from operations and has a deficit in stockholders' equity and working capital. BROADCAST INT'L: ACT Capital Has 5.5% Equity Stake -------------------------------------------------- ACT Capital Management LLLP disclosed in a Schedule 13G filing that it beneficially owns 4,117,500 shares of the common stock, $0.001 par value per share, of Broadcast International, Inc., as of Dec. 31, 2010. The shares represent 5.5% of the total number of shares outstanding of 74,078,153. ACT also has 1,337,500 warrants to purchase common stock of the Company. Amir L. Ecker and Carol G. Frankenfield are the General Partners of ACT Capital Management, LLLP. About Broadcast International Based in Salt Lake City, Broadcast International, Inc. installs, manages and supports private communication networks for large organizations that have widely-dispersed locations or operations. The Company owns CodecSys, a video compression technology to convert video content into a digital data stream for transmission over satellite, cable, Internet, or wireless networks, as well as offers audio and video production services. The Company's enterprise clients use its networks to deliver training programs, product announcements, entertainment, and other communications to their employees and customers. The Company's balance sheet as of Sept. 30, 2010, showed $7.3 million in total assets, $25.3 million in total liabilities, and a stockholders' deficit of $18.0 million. HJ & Associates LLC, in Salt Lake City, expressed substantial doubt about the Company's ability to continue as a going concern, after auditing the Company's financial statements for the year 2009. The independent auditors noted that the Company has incurred recurring losses from operations and has a deficit in stockholders' equity and working capital. BRYAN MOORE DEV'T: Court Approves Deal Between Bank & Receiver -------------------------------------------------------------- The Hon. Redfield T. Baum, Sr., of the U.S. Bankruptcy Court for the District of Arizona approved the stipulation between Bank of America, N.A., as Trustee for the Registered Holders of GS Mortgage Securities Corporation II Commercial Mortgage Pass- Through Certificates, Series 2004-C1, Debtor Bryan/Moore Development, LLC, and the receiver Hannay Investment Properties Inc. As reported in the Feb. 23, 2011 edition of the Troubled Company Reporter, the Debtor sought and obtained authorization from the Hon. Redfield T. Baum, Sr., to sell the real property located at 2824 - 2910 N. Power Road, Mesa, Arizona 85215, and personal property for $14.60 million to MDC Realty Advisors USA, Inc., free and clear of liens, with liens of Bank of America, N.A. Pursuant to the agreement among the Debtor, the bank and the receiver, the receiver will be entitled to hold back $75,842 from the proceeds of sale of the property and collateral to pay the Receiver's unpaid and anticipated expenses. Upon closing of the asset sale, the Receiver will turn over possession of the property to the purchaser of the Debtor's assets, MDC Ridgeview Plaza Associates, LP. A copy of the Sale Agreement is available for free at: http://bankrupt.com/misc/BRYANMOORE_salepact.pdf Under the terms of the Agreement, within five business days following the execution of the Agreement, MDC is required to deposit $100,000 in escrow and an additional $400,000 in escrow within three business days of the expiration of an investigation period. The balance of the purchase price is due at closing. MDC will assign its interest to MDC Ridgeview Plaza Associates, LP, a Delaware limited partnership. The Court approved the payment at closing of all closing costs including a real estate commission to Cassidy Turley BRE Commercial, in the amount of $219,000. About Bryan/Moore Development Mesa, Arizona-based Bryan/Moore Development, LLC, filed for Chapter 11 bankruptcy protection on March 31, 2010 (Bankr. D. Ariz. Case No. 10-09233). McGuire Gardner P.L.L.C. assists the Debtor in its restructuring efforts. The Company scheduled $15,525,000 in assets and $13,166,621 in liabilities as of the Chapter 11 filing. BUILDERS FIRSTSOURCE: Deregisters Securities; Support Pact Lapses ----------------------------------------------------------------- Builders FirstSource, Inc., filed last month a Post-Effective Amendment No. 1 to a registration statement on Form S-3. Builders FirstSource had filed the original Form S-3 (No. 333- 164102) on Dec. 31, 2009, to register the resale from time to time of up to 2,042,056 shares of its common stock, par value $.01 per share, $139,751,000 in aggregate principal amount of the Company's Second Priority Senior Secured Floating Rate Notes due 2016, and the guaranties of those notes by the Company's subsidiaries. The Registration Statement was declared effective on January 21, 2010. The Company said it is filing this Post-Effective Amendment No. 1 to deregister the Securities because its obligation to keep the Registration Statement effective, pursuant to the terms of the Support Agreement between the Company and the various selling security holders under the Registration Statement, has expired. About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource Inc. -- http://www.bldr.com/-- supplies and manufactures building products for residential new construction. The Company operates in 9 states, principally in the southern and eastern United States, and has 55 distribution centers and 51 manufacturing facilities, many of which are located on the same premises as its distribution facilities. The Company's balance sheet at Dec. 31, 2010 showed $412.80 million in total assets, $253.30 million in total liabilities and $159.50 million in total stockholders' equity. Builders FirstSource reported a net loss of $95.51 million on $700.34 million of sales for the year ended Dec. 31, 2010, compared with a net loss of $61.85 million on $677.88 million of sales during the prior year. * * * Builders FirstSource Inc. carries 'CCC+' issuer credit ratings, with negative outlook, from Standard & Poor's. It has a 'Caa1' long term corporate family rating and 'Caa3' probability of default ratings, with negative outlook, from Moody's Investors Service. In July 2010, when S&P revised the rating outlook to negative and affirmed the ratings, S&P said the 'CCC+' corporate credit rating reflects what S&P considers to be the company's vulnerable business risk and highly leveraged financial profile. The rating also reflects Builders FirstSource's exposure to the new residential construction market, which is experiencing a prolonged slump, faces highly competitive markets, and has a limited end- market focus. In addition, the company's EBITDA loss was approximately $32 million for the 12 months ended June 30, 2010, compared with $29 million for the same period a year ago, leading to its highly leveraged financial profile. Given its weak earnings, a trend S&P expects to continue in the near term, combined with low levels of housing starts and highly competitive market conditions, S&P expects EBITDA to remain negative through the remainder of 2010. C&D TECHNOLOGIES: T. Rowe Price No Longer Owns Shares ----------------------------------------------------- T. Rowe Price Associates, Inc., filed an eighth amendment to its Schedule 13G to disclose that it no longer owns shares of common stock of C&D Technologies Inc. as of Dec. 31, 2010. About C&D Technologies C&D Technologies, Inc., is a manufacturer, marketer and distributor of electrical power storage systems for the standby power storage market. The Company makes lead acid batteries and standby power systems that integrate lead acid batteries with other electronic components, which are used to provide backup or standby power for electrical equipment in the event of power loss from the primary power source. The Company's balance sheet at Oct. 31, 2010, showed $250.37 million in assets, $265.79 million in liabilities and a stockholders' deficit of $15.42 million. C&D Technologies in December 2010 escaped a bankruptcy filing after completing an out-of-court restructuring that reduced the Company's total debt from approximately $175 million to $50 million. The Company in September 2010 entered into a restructuring support agreement with noteholders to a restructuring that will be effected through (i) an offer to exchange the Company's outstanding notes for up to 95% of the Company's common stock, or (ii) a prepackaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code, if the exchange offer fails to get the requisite support. C&D Technologies elected not to make a semi-annual interest payment due on its 5.25% Convertible Senior Notes due 2025 on Nov. 1, 2010. CAPRIUS INC: Knight Capital Discloses 18.83% Equity Stake --------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Knight Capital Americas, L.P., disclosed that it beneficially owns 1,022,741 shares of common stock of Caprius Inc. representing 18.83% of the shares outstanding based on outstanding shares reported on the Company's 10-Q filed with the SEC for quarterly period ending Sept. 30, 2010. About Caprius, Inc. Paramus, N.Y.-based Caprius, Inc., is engaged in the infectious medical waste disposal business, through its wholly-owned subsidiary M.C.M. Environmental Technologies, Inc., which developed, markets and sells the SteriMed and SteriMed Junior compact systems that simultaneously shred and chemically disinfect regulated medical waste, utilizing its proprietary, EPA registered, bio-degradable chemical known as Ster-Cid. The Company's balance sheet at Dec. 31, 2010 showed $1.58 million in total assets, $9.34 million in total liabilities and a $7.76 million stockholders' deficiency. Marcum LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern following the Company's results for fiscal years ended Sept. 30, 2009 and 2010. The independent auditors noted that the Company has a working capital deficiency and has substantial recurring losses from operations. In addition, under the terms of the Loan Facility Agreement with Vintage Capital Group LLC, the Company was obliged to fulfill certain defined covenants and achieve specific milestones, including those relating to unit sales and the relocation of manufacturing. To date, these aforementioned covenants and milestones have not been met and the Company has been put on notice by Vintage of these defaults, Marcum said in its report attached to the Form 10-K for the fiscal year ended Sept. 30, 2010. CARPENTER CONTRACTORS: Can Use Cash Collateral Until Mar. 21 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, in a third interim order dated Feb. 8, 2011, authorized Carpenter Contractors of America, Inc., to continue using cash collateral of First American Bank through and continuing until the hearing on March 21, 2011, as well as revenue generated from its postpetition operations in accordance with the terms of a 30 day rolling budget for the month of February 2011 filed with the Court. The Debtors are authorized to continue the interim use of cash collateral upon the terms previously ordered by the Court except as specifically modified in the third interim order. The Debtor is not authorized to expend cash collateral for any payments or expenses related to the airplane leased by the Debtor in excess of $10,000 over and above revenues generated by the charter of the airplane between February 7, 2011, and March 21, 2011. As additional adequate protection, the Debtors will pay: (a) all accrued and unpaid interest (at the non-default rate) and fees (including reasonable professional fees and expenses) owing under the Senior Secured Credit Agreement dated July 11, 2008, as of the petition date; and (b) current payment of all postpetition fees and expenses, including the reasonable postpetition fees and expenses of legal counsel and other professionals retained by the Bank, as and when due and payable under the Credit Agreement. A further hearing to consider the relief sought in the cash collateral motions will be held before the Court on March 21, 2011, at 9:30 a.m. at the United States Bankruptcy Court, 299 East Broward Blvd., Courtroom 308, in Fort Lauderdale, Fla. As reported in the Troubled Company Reporter on Nov. 5, 2010, First American Bank asserts a first security interest in and lien upon substantially all of the personal property of the Debtor, including the Debtor's accounts receivable, inventory and equipment. In addition, the Bank asserts a mortgage lien subject to existing Industrial Revenue Bonds on the Debtor's real property located in Belvidere, Illinois, and Fayetteville, North Carolina. The Bank provided the Debtor with a revolving line of credit and the Bank presently asserts that it is owed approximately $7,240,000. In addition, the Bank has issued letters of credit as additional credit support for the Debtor's obligations under Industrial Revenue Bonds related to the Debtor's facilities in Belvidere, Illinois, and Fayetteville, North Carolina. The Bank's letter of credit exposure is approximately $3,000,000. About Carpenter Contractors Pompano Beach, Florida-based Carpenter Contractors of America, Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 10-42604) on Oct. 25, 2010. Chad P. Pugatch, Esq., at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fla., represents Carpenter Contractors of America in its restructuring effort. The Debtor estimated its assets at $50 million to $100 million and debts at $10 million to $50 million. On Oct. 26, 2010, CCA Midwest, Inc., a wholly owned subsidiary of Carpenter Contractors, filed a separate petition for Chapter 11 relief (Bankr. S.. Fla., Case No. 10-42630). Chad P. Pugatch, Esq., at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fla., represents CCA Midwest in its restructuring effort. CCA Midwest estimated its assets and debts at $1 million to $10 million each. The two cases are jointly administered under Case No. 10-42604. CARPENTER CONTRACTORS: U.S. Trustee Unable to Form Creditors Panel ------------------------------------------------------------------ The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court for the Southern District of Florida that until further notice, he will not appoint a committee of creditors in the Chapter 11 case of Carpenter Contractors of America, Inc. Pompano Beach, Florida-based Carpenter Contractors of America, Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 10-42604) on Oct. 25, 2010. Chad P. Pugatch, Esq., serves as the Debtor's bankruptcy counsel, and Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special counsel. Thomas Santoro and GlassRatner Advisory & Capital Group, LLC, is the Debtor's as financial advisor, and Scott L. Spencer, CPA and Crowe Horwath, LLP is the Debtor's accountant. The Debtor disclosed $42,900,573 in assets and $25,861,652 in liabilities as of the Chapter 11 filing. CATALYST PAPER: Letko Brosseau Discloses 4.78% Equity Stake ----------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Letko, Brosseau & Ass. Inc., disclosed that it beneficially owns 18,249,485 shares of common stock of representing 4.78% of the shares outstanding. About Catalyst Paper Based in Richmond, British Columbia, in Canada, Catalyst Paper Corporation (TSX:CTL) manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With six facilities located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 2.5 million tonnes. The Company's balance sheet at Dec. 31, 2010, showed C$1.696 billion in total assets, C$1.293 billion in total liabilities, and stockholders' equity of C$403.4 million. The Company reported a net loss of C$398.2 million on C$1.229 billion of sales for 2010, compared with a net loss of C$5.6 million on C$1.224 billion of sales for 2009. * * * In mid-March 2010, Moody's Investors Service downgraded Catalyst's Corporate Family Rating to 'Caa1' from 'B3'. Catalyst's CFR downgrade anticipates a marked deterioration in the company's financial performance over the coming year, with significant EBITDA erosion compared to 2009 levels and negative free cash flow generation. In May 2010, Standard & Poor's Ratings Services revised the outlook on Catalyst to stable from negative. S&P affirmed the 'CCC+' long-term corporate credit rating on the Company. The ratings on Catalyst reflect S&P's view of the company's highly leveraged capital structure, history of weak profitability, fiber supply issues, and its participation in cyclical commodity markets. In Standard & Poor's opinion, these risks are partially mitigated by the company's revenue diversity and improving cost profile. CC MEDIA: Offers to Exchange Non-Qualified Stock Options -------------------------------------------------------- CC Media Holdings Inc. filed with the U.S. Securities and Exchange Commission a Schedule TO relating to its offer to eligible officers and key employees to exchange certain non-qualified stock options to purchase shares of its Class A common stock, par value $0.001 per share, issued and outstanding under the Clear Channel 2008 Executive Incentive Plan with an exercise price equal to $36.00 per share and an expiration date on or prior to Sept. 10, 2019, for replacement options issued under the Plan. Each Eligible Person's Replacement Options represent the right to purchase one-half of the aggregate number of shares subject to such Eligible Person's Eligible Options at an exercise price equal to $10.00. Current and former members of the board of directors of CC Media, including any member of the board of directors who also serves as an employee of CC Media or its subsidiaries, will not be eligible to participate in the Offer. The grant date for the Replacement Options was Feb. 17, 2011, with the Replacement Options being subject to forfeiture if an Eligible Person becomes ineligible to participate in, or declines to participate in, the Offer. Only Eligible Options that are outstanding on Feb. 18, 2011, held by Eligible Persons during the entire period from and including Feb. 18, 2011 through the expiration of the Offer will be eligible to tender in the Offer. As of Jan. 31, 2011, there were 23,630,150 shares of Class A common stock and Eligible Options to purchase 2,781,867 shares of Class A common stock outstanding. About CC Media and Clear Channel San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO) -- http://www.ccmediaholdings.com/-- is the parent company of Clear Channel Communications, Inc. CC Media Holdings is a global media and entertainment company specializing in mobile and on- demand entertainment and information services for local communities and premier opportunities for advertisers. The Company's businesses include radio and outdoor displays. CC Media has three reportable business segments: Radio Broadcasting; Americas Outdoor Advertising; and International Outdoor Advertising. Approximately half of CC Media's revenue is generated from its Radio Broadcasting segment. The Company reported a net loss of $462.8 million on $5.866 billion of revenue for the fiscal year ended Dec. 31, 2010, compared with a net loss of $4.049 billion on $5.552 billion of revenue for the fiscal year ended Dec. 31, 2009. The Company's balance sheet at Dec. 31, 2010, showed $17.480 billion in total assets, $24.685 in total liabilities, and a stockholders' deficit of $7.205 billion. * * * CC Media Holdings carries 'CCC+' issuer credit ratings from Standard & Poor's. Clear Channel Carries a 'Caa2' corporate family rating from Moody's Investors Service and an issuer default rating of 'CCC' from Fitch Ratings. Fitch said in November 2010, that its ratings concerns center on the company's highly leveraged capital structure, with significant maturities in 2014 and 2016; the considerable interest burden that pressures free cash flow generation; technological threats and secular pressures in radio broadcasting; and the company's exposure to cyclical advertising revenue. The ratings are supported by the company's leading position in both the outdoor and radio industries, as well as the positive fundamentals and digital opportunities in the outdoor advertising space. In February 2011, Standard & Poor's affirmed it 'CCC+' corporate credit rating and positive outlook on CC Media Holdings and operating subsidiary Clear Channel, which S&P views on a consolidated basis. S&P said the 'CCC+' corporate credit rating on CC Media Holdings Inc. reflects the risks surrounding the longer-term viability of the company's capital structure--in particular, refinancing risk relating to sizable secured debt maturities in 2014 ($3.2 billion pro forma for the transaction) and 2016 ($10.4 billion). In S&P's view, the company has a satisfactory business risk profile, due to its position as the largest radio and global outdoor advertising operator, its good geographic and market diversity, and moderate long-term growth prospects at the outdoor business. S&P views the financial risk profile as highly leveraged, given the company's significant refinancing risk, roughly break-even EBITDA coverage of interest expense, and slim discretionary cash flow. CC MEDIA: Distributed Confidential Circular on $750MM Notes ----------------------------------------------------------- On February 7, 2011, Clear Channel Communications, Inc., an indirect subsidiary of CC Media Holdings, Inc., distributed a confidential preliminary offering circular dated February 7, 2011 relating to $750,000,000 aggregate principal amount of CCU's Priority Guarantee Notes due 2021 to be offered and sold only to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended, and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. A copy of the Excerpts from Confidential Preliminary Offering Circular dated February 7, 2011, distributed by the Company is available at http://is.gd/i0PY1D About CC Media and Clear Channel San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO) -- http://www.ccmediaholdings.com/-- is the parent company of Clear Channel Communications, Inc. CC Media Holdings is a global media and entertainment company specializing in mobile and on- demand entertainment and information services for local communities and premier opportunities for advertisers. The Company's businesses include radio and outdoor displays. CC Media has three reportable business segments: Radio Broadcasting; Americas Outdoor Advertising; and International Outdoor Advertising. Approximately half of CC Media's revenue is generated from its Radio Broadcasting segment. The Company reported a net loss of $462.8 million on $5.866 billion of revenue for the fiscal year ended Dec. 31, 2010, compared with a net loss of $4.049 billion on $5.552 billion of revenue for the fiscal year ended Dec. 31, 2009. The Company's balance sheet at Dec. 31, 2010, showed $17.480 billion in total assets, $24.685 in total liabilities, and a stockholders' deficit of $7.205 billion. * * * CC Media Holdings carries 'CCC+' issuer credit ratings from Standard & Poor's. Clear Channel Carries a 'Caa2' corporate family rating from Moody's Investors Service and an issuer default rating of 'CCC' from Fitch Ratings. Fitch said in November 2010, that its ratings concerns center on the company's highly leveraged capital structure, with significant maturities in 2014 and 2016; the considerable interest burden that pressures free cash flow generation; technological threats and secular pressures in radio broadcasting; and the company's exposure to cyclical advertising revenue. The ratings are supported by the company's leading position in both the outdoor and radio industries, as well as the positive fundamentals and digital opportunities in the outdoor advertising space. In February 2011, Standard & Poor's affirmed it 'CCC+' corporate credit rating and positive outlook on CC Media Holdings and operating subsidiary Clear Channel, which S&P views on a consolidated basis. S&P said the 'CCC+' corporate credit rating on CC Media Holdings Inc. reflects the risks surrounding the longer-term viability of the company's capital structure--in particular, refinancing risk relating to sizable secured debt maturities in 2014 ($3.2 billion pro forma for the transaction) and 2016 ($10.4 billion). In S&P's view, the company has a satisfactory business risk profile, due to its position as the largest radio and global outdoor advertising operator, its good geographic and market diversity, and moderate long-term growth prospects at the outdoor business. S&P views the financial risk profile as highly leveraged, given the company's significant refinancing risk, roughly break-even EBITDA coverage of interest expense, and slim discretionary cash flow. CELL THERAPEUTICS: Gets Exclusive Marketing Deal of Tosedostat -------------------------------------------------------------- Cell Therapeutics, Inc., and Chroma Therapeutics Ltd. announced that they have entered into a co-development and license agreement providing CTI with exclusive marketing and co-development rights to Chroma's drug candidate tosedostat in North, Central and South America. Tosedostat is an oral, aminopeptidase inhibitor that has demonstrated significant anti-tumor responses in blood related cancers and solid tumors in phase I-II clinical trials. CTI, in collaboration with Chroma, expects to commence a phase III clinical study in the United States and Europe in elderly patients with relapsed or refractory acute myeloid leukemia for potential approval by the U.S. Food and Drug Administration and the European Medicines Agency. The FDA and the EMA have granted tosedostat orphan drug status for AML. Pursuant to the terms of the agreement, CTI will make an upfront payment of $5 million and a milestone payment of $5 million when the AML pivotal trial is initiated, which is expected to occur in the fourth quarter of 2011. The agreement also includes customary development-based milestone payments related to AML, myelodysplastic syndrome and certain other indications, as well as royalties on net sales in CTI's territories. CTI will oversee development operations and commercialization activities in its territories and Chroma will oversee development operations and commercialization activities in the rest of the world. Subject to a funding cap of $50 million for the first three years, CTI will be responsible for 75% of development costs and Chroma will be responsible for 25% of development costs. "Tosedostat, similar to drugs like bortezomib and lenalidomide, represents a departure from conventional cytotoxic chemotherapy toward more tumor selective targeted therapy that interferes with cellular pathways necessary for tumor survival," commented James A. Bianco, M.D., CEO of CTI. "In initial clinical studies, tosedostat was well-tolerated, given orally once a day and produced encouraging response rates in difficult to treat patients with acute leukemia and a variety of blood related cancers. We are excited to add tosedostat to our late-stage product pipeline alongside pixantrone as we continue with our strategy of building a pipeline of novel drugs for treating blood-related cancers." Chroma is an Oxford, UK based private company led by a management team with extensive public biotechnology and large pharmaceutical company experience, including former executives of Celltech, British Biotech, AstraZeneca and Roche, and backed by leading specialist investors. Chroma is focused on harnessing chromatin biology and its novel cell accumulation (ESM) technology to develop new targeted therapies for cancer and inflammatory disorders. "We believe that this is a collaboration that should enable the rapid progression of tosedostat toward seeking regulatory approval, given CTI's development and commercialization capabilities and experience in the blood-related cancer space," said Ian Nicholson, CEO of Chroma. "In working with clinicians in developing tosedostat we have clearly identified significant unmet medical needs where tosedostat could provide an important therapeutic advance for patients if approved." AML is a hematologic cancer that is an aggressive, fast-growing cancer that starts inside the bone marrow with the production of abnormal blood cells. The American Cancer Society estimates that 12,330 new cases of AML will be diagnosed and approximately 8,950 deaths from AML will occur in the U.S. in 2010. AML is generally a disease affecting older people with the average patient age at onset of approximately 67 years. There remain a substantial proportion of elderly patients who do not receive intensive chemotherapy due to their inability to tolerate such regimens, and other risk factors. Therefore, there is a significant unmet medical need in developing a well-tolerated and effective treatment for these patients. Tosedostat is an orally dosed aminopeptidase inhibitor which blocks the M 1/17 family of aminopeptidases. Disrupting aminopeptidases deprives sensitive tumor cells of amino acids by blocking protein recycling resulting in tumor cell death. Tosedostat has been studied in Chroma's phase I-II clinical trials both as a single agent and in combination with other chemotherapeutic agents. Those studies have demonstrated significant anti-tumor responses without the typical side effects of conventional, non-targeted cytotoxic therapies. Initial target indications include AML, MDS and multiple myeloma. 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. CEMTREX INC: Arun Govil Owns 25.43 Million Common Shares -------------------------------------------------------- In a Form 3 filing with the U.S. Securities and Exchange Commission, Arun Govil, a director and officer at Cemtrex Inc., disclosed that he beneficially owns an aggregate of 25.43 million shares of the Company's common stock. Mr. Govil also owns 1 million shares of Series A Preferred Stock. About Cemtrex, Inc. Farmingdale, N.Y.-based Cemtrex, Inc., is engaged in manufacturing and selling the most advanced instruments for emission monitoring of particulate, opacity, mercury, sulfur dioxide, nitrogen oxides, etc. Cemtrex also provides turnkey services for carbon creation projects from abatement of greenhouse gases pursuant to Kyoto protocol and assists project owners in selling of carbon credits globally. The Company's products are sold to power plants, refineries, chemical plants, cement plants & other industries including federal and state governmental agencies. The Company's balance sheet at Dec. 31, 2010, showed $2.4 million in total assets, $3.2 million in total liabilities, and a stockholders' deficit of $772,180. As reported in the Troubled Company Reporter on Jan. 21, 2011, Gruber & Company, LLC, in Saint Louis, Mo., expressed substantial doubt about Cemtrex's ability to continue as a going concern, following the Company's results for the fiscal year ended Sept. 30, 2010. The independent auditors noted that the Company has a negative equity and negative working capital. CHINA TEL GROUP: Engages Kabani & Company as Accountants -------------------------------------------------------- On March 11, 2011 China Tel Group, Inc., engaged Kabani & Company, Inc. as its independent registered public accounting firm for the Company's fiscal year ended Dec. 31, 2010. The decision to engage Kabani as the Company's independent registered public accounting firm was approved by the Company's Board of Directors and determined to be in the Company's best interest. During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with Kabani regarding either: 1. The applications 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 Kabani 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 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. 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. 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. 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. CINCINNATI BELL: LSV Asset Has 5.476% Equity Stake -------------------------------------------------- LSV Asset Management said in a SC 13G filing that it beneficially owns 11,048,775 shares of Class A Common Stock, no par value per share, of Cincinnati Bell Inc. as of Dec. 13, 2010. The shares held by LSV represent 5.476% of the total shares outstanding. About Cincinnati Bell Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio, provides telecommunications products and services to residential and business customers in Ohio, Kentucky and Indiana. Cincinnati Bell Inc.'s balance sheet at Sept. 30, 2010, showed $2.59 billion in total assets, $3.20 billion in total liabilities, and a stockholder's deficit of $611.4 million. * * * The Company has a 'B' Issuer Default Rating, and Stable outlook, from Fitch. Fitch said in November 2010 that 'B' IDR for reflects expectations for relatively high, albeit stable leverage and its diversified revenue profile. In addition, its wireline and wireless businesses generate strong free cash flows. In November 2010, Moody's Investors Service affirmed the Company's B1 Corporate Family Rating and Probability of Default Rating. The stable outlook is based on Moody's expectations that CBB will be able to maintain stable EBITDA levels by offsetting access line losses through increased efficiencies in its incumbent wireline operations and by growing data and broadband revenues in its wireless segment. In February 2011, Standard & Poor's Ratings Services lowered its ratings on Cincinnati-based Cincinnati Bell Inc. and subsidiary Cincinnati Bell Telephone Co., including the corporate credit ratings, which S&P lowered to 'B' from 'B+'. In addition, S&P also lowered all issue-level ratings by one notch. The outlook is stable. "The downgrade is based on S&P's expectation that the combination of the company's ongoing expansion of its data center business and aggressive financial policies will prevent leverage from declining below the 5x level that S&P had associated with the previous rating," explained Standard & Poor's credit analyst Naveen Sarma. CNOSSEN DAIRY: Files Schedules of Assets and Liabilities -------------------------------------------------------- Cnossen Dairy filed with the U.S. Bankruptcy Court for the Northern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $21,568,500 B. Personal Property $30,579,199 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $37,813,575 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $8,601,275 ----------- ----------- TOTAL $52,147,699 $46,414,850 About Cnossen Dairy Hereford, Texas-based Cnossen Dairy filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-20760) on Nov. 12, 2010. J. Bennett White, Esq., at J. Bennett White, P.C., serves as bankruptcy counsel to the Debtor. Templeton, Smithee, Hayes, Heinrich & Russell, LLP, is the local counsel. The Debtor estimated its assets and debts at $50 million to $100 million. The bankruptcy cases of Cnossen Family Partnership and UC Farms, LLC (Case Nos. 10-20793 and 10-20794) are jointly administered with the Cnossen Dairy's case. CNOSSEN DAIRY: Amends Motion to Pay Prepetition Vendor Claims ------------------------------------------------------------- Cnossen Dairy asks the U.S. Bankruptcy Court for the Northern District of Texas, Amarillo Division, to authorize payment of prepetition claims of certain trade vendors incurred in the ordinary course of business. The Court has the power to authorize payment of prepetition claims of vendors pursuant to the "necessity of payment" doctrine, J. Bennett White, Esq., at J. Bennett White, P.C., in Tyler, Texas, noted. The "necessity of payment" doctrine "recognizes the existence of the judicial power to authorize a debtor in a reorganization case to pay prepetition claims where such payment is essential to the continued operation of the debtor," Mr. White said, citing In re Ionosphere Clubs, Inc., 98 B.R. 174, 176. Granting relief authorizing the payment of prepetition claims of vendors is based on the recognition that these vendors are indispensably necessary to the continued operation of the Debtor's business and its successful reorganization. Payment of these prepetition claims will ultimately benefit all creditors, including other unsecured creditors, Mr. White asserted. He informed the Court that as of the Petition Date, all of the obligations the Debtor seeks authority to pay pursuant to this motion were current. The Debtor was paying all trade vendors on a timely basis and within existing credit terms. The commencement of the Debtor's Chapter 11 case has created apprehension on the part of trade creditors and suppliers continuing to do business with the Debtor under current existing credit terms, Mr. White explained to the Court. Any inability to continue paying the Debtor's accounts on a current basis would hinder the Debtor's ability to obtain acceptable credit terms with its trade vendors. This will harm the Debtor's ability to maintain the crucial level of goods and essential services necessary to successfully reorganize, he said. The aggregate amount of prepetition trade vendor claims is not substantial in comparison with the value the Debtor's estate will receive from the uninterrupted supply of trade credit, goods, and services, Mr. White added. * * * In an order, dated March 8, 2011, the Court denied in all respects, without prejudice to the right of the affected creditors to establish any priority claim to which they may be entitled, Cnossen Dairy's First Amended Motion for Authority to Pay Prepetition Trade Vendor Claims in the Ordinary Course of Business, finding that the Debtor has not satisfied the standards for qualification of the specified creditors as critical vendors, as set forth in In re CoServ, L.L.C., 273 B.R. 487, 498 (Bankr. N.D. Tex. 2002). In the hearing held on March 2, 2011, the Court considered the First Amended Motion and the objections filed by Wells Fargo Bank, National Association and the U.S. Trustee. The Court noted that the Bankruptcy Code generally requires that, except in extraordinary circumstances, prepetition creditors be paid on a pro rata basis from the assets available for distribution, pursuant to a confirmed plan of reorganization. The Court stated in the Order that it is unable to conclude at this stage in the case that if the favored creditors are paid in full now, as proposed in the Amended Motion, other creditors in the case will likewise ultimately be paid in full. About Cnossen Dairy Hereford, Texas-based Cnossen Dairy filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-20760) on Nov. 12, 2010. J. Bennett White, Esq., at J. Bennett White, P.C., serves as bankruptcy counsel to the Debtor. Templeton, Smithee, Hayes, Heinrich & Russell, LLP, is the local counsel. The Debtor estimated its assets and debts at $50 million to $100 million. The bankruptcy cases of Cnossen Family Partnership and UC Farms, LLC (Case Nos. 10-20793 and 10-20794) are jointly administered with the Cnossen Dairy's case. COMPOSITE TECHNOLOGY: Gets $600K in Bridge Loans from 4 Investors ----------------------------------------------------------------- In a regulatory Form 8-K filing Thursday, Composite Technology Corporation disclosed that between March 4, 2011, and March 8, 2011, it entered into individual Loan and Promissory Note Agreements with four accredited investors, none of whom are affiliates of the Company. Pursuant to the terms and subject to the conditions set forth in the Loan Agreements, the Lenders have provided a bridge loan totaling $600,000 to the Company. Pursuant to the Loan Agreements, interest in the amount of 12% per annum, calculated on a 360 day year, will be paid as well as payment in kind interest of 5% due upon maturity. The Loan is due the earlier of 30 days from the date of issuance or upon the closing a financing in excess of $2,000,000. No cash fees were paid to any party to the transaction in exchange for lending the money. In addition, between March 4, 2011, and March 8, 2011, in conjunction with the Loan Agreements, the Company entered into Warrant Agreements with the Lenders and issued warrants to purchase 1,200,000 shares of the Company's common stock at $0.25 per share, exerciseable until March 2014. The warrants may be exercised in a "cashless" manner unless registered for resale under an effective registration statement. The warrants have "full ratchet" antidilution protection while the corresponding notes are outstanding and "weighted average price" antidilution protection after the corresponding notes are repaid in full. About Composite Technology Irvine, Calif.-based Composite Technology Corporation (OTC BB: CPTC) -- http://www.compositetechcorp.com/-- develops, produces, markets and sells innovative energy efficient and renewable energy products for the electrical utility industry. The Company was incorporated in Florida on Feb. 26, 1980, as El Dorado Gold & Exploration, Inc., and reincorporated in Nevada on June 27, 2001, and renamed Composite Technology Corporation. The Company's balance sheet at Dec. 31, 2010, showed $27.5 million in total assets, $55.2 million in total liabilities, and a stockholders' deficit of $27.7 million. * * * As reported in the Troubled Company Reporter on Dec. 20, 2010, SingerLewak LLP, in Irvine, Calif., expressed substantial doubt about Composite Technology's ability to continue as a going concern, following the Company's results for the fiscal year ended Sept. 30, 2010. The independent auditors noted that the Company has suffered recurring losses from operations. The Company reported a net loss of $19.77 million on $10.84 million of revenue for fiscal year ended Sept. 30, 2010, compared with a net loss of $73.75 million on $19.60 million of revenue for fiscal 2009. Composite had a net loss of $3.2 million on $5.2 million of revenue for the three months ended Dec. 31, 2010, compared with a net loss of $7.7 million on $2.7 million of revenue for the same period in 2009. CONSPIRACY ENTERTAINMENT: Dismisses Chisholm as Accountants ----------------------------------------------------------- On March 8, 2011 Conspiracy Entertainment Holdings, Inc. dismissed Chisholm, Bierwolf, Nilson & Morrill, LLC as the principal independent accountant to audit the Company's financial statements for the fiscal year ending June 30, 2011. The dismissal was approved by the Board of Directors. The dismissal was due to the fact that Chisholm informed the Company of the pending revocation of Chisholm's registration with the Public Company Accounting Oversight Board. The reports of Chisholm for the fiscal years ended Dec. 31, 2009 and Dec. 31, 2008, did not contain any adverse opinion or disclaimer of opinion and those reports were not qualified or modified as to any uncertainty, audit scope or accounting principle. The reports of Chisholm on the Company's financial statements for the fiscal years ended Dec. 31, 2009 and Dec. 31, 2008, contained an explanatory paragraph which noted that there was substantial doubt as to the Company's ability to continue as a going concern because of a loss from operations. During the fiscal years ended Dec. 31, 2009 and Dec. 31, 2008, and the subsequent interim period up to and including the date of dismissal of Chisholm, there have been no disagreements with Chisholm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Chisholm would have caused them to make reference thereto in their report on the financial statements for those periods. New Independent Registered Public Accounting Firm On March 8, 2011, the Company engaged the firm of Morrill & Associates, LLC as the principal accountant to audit the Company's financial statements for the fiscal year ending Dec. 31, 2010. During the fiscal years ended Dec. 31, 2009 and Dec. 31, 2008, and the subsequent interim period prior to the engagement of Morrill, neither the Company nor anyone on its behalf consulted with Morrill regarding the application of accounting principles to a specified transaction whether completed or uncompleted, the type of audit opinion that might be rendered on the Company's financial statements or as to any matter that was either the subject of a disagreement with the previous independent auditor or was a reportable event. The decision to engage Morrill was recommended and approved by the Company's Board of Directors. About Conspiracy Entertainment Conspiracy Entertainment Holdings, Inc. (OTC BB: CPYE), through its wholly owned subsidiary, Conspiracy Entertainment Corporation, is a developer, publisher and marketer of entertainment software in North America and Western Europe. Conspiracy Entertainment was founded in 1997 and is based in Santa Monica, California. The Company's balance sheet at Sept. 30, 2010, showed $5,256,462 in assets, $10,216,852 in liabilities and a $4,960,390 stockholders' deficit. Conspiracy Entertainment reported a net loss of $979,968 for 2009 from net income of $265,603,000 for 2008. Net sales were $9,600,592 for 2009 from $10,905,490 for 2008. CONVERSION SERVICES: Board Members Get 375,000 Shares Each ---------------------------------------------------------- Brian Walton, a director at Conversion Services International Inc., filed a Form 5 disclosing that he beneficially owns 375,000 shares of common stock of Conversion as of Dec. 31, 2010. The 375,000 shares were granted to Mr. Brian on Oct. 22, 2010 as part of his compensation for service on the board of directors. Lawrence K. Reisman, also a director, disclosed that he has direct ownership of 729,535 shares of common stock of Conversion Services as of Dec. 31, 2010. Mr. Reisman also was granted 375,000 shares on Oct. 22. Thomas Pear, a director, disclosed that he directly owns 744,535 shares of common stock of the Company as of Dec. 31, 2010. Mr. Pear received 375,000 shares as part of his compensation for work on the board of directors. On Dec. 13, 2010, he acquired 10,800 shares at prices ranging from $0.014 to $0.025. About Conversion Services Int'l Conversion Services International, Inc., and its wholly owned subsidiaries are principally engaged in the information technology services industry in these areas: strategic consulting, business intelligence/data warehousing and data management to its customers principally located in the northeastern United States. CSI was formerly known as LCS Group, Inc. In January 2004, CSI merged with and into a wholly owned subsidiary of LCS. In connection with this transaction, among other things, LCS changed its name to "Conversion Services International, Inc." The Company's latest financial statements filed with the Securities and Exchange Commission showed that as of Sept. 30, 2009, CSI had total assets of $5,337,007 against total liabilities of $6,607,259 and Series A convertible preferred stock of $1,393,332, and a stockholders' deficit of $2,663,584. The Company has incurred net losses for the nine months ended Sept. 30, 2009, and the years ended Dec. 31, 2004 through 2008, negative cash flows from operating activities for the nine months ended Sept. 30, 2009, and the years ended Dec. 31, 2004 through 2008, and had an accumulated deficit of $72.1 million at Sept. 30, 2009. The Company has relied upon cash from its financing activities to fund its ongoing operations as it has not been able to generate sufficient cash from its operating activities in the past, and there is no assurance that it will be able to do so in the future. Due to this history of losses and operating cash consumption, the Company cannot predict how long it will continue to incur further losses or whether it will become profitable again, or if the Company's business will improve. These factors raise substantial doubt as to its ability to continue as a going concern. CORROZI-FOUNTAINVIEW: Counsel Withdraws, Cites Absence of Plan -------------------------------------------------------------- The law firm of Cross & Simon, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Delaware to withdraw as counsel to Corrozi-Fountainview, LLC. Since the Petition Date, and despite the efforts of counsel, there has been little progress towards an exit from Chapter 11, Joseph Grey, Esq., at Cross & Simon, LLC, in Wilmington, Delaware, related. Mr. Grey noted that the Debtor has obtained orders authorizing the sale of condominium units and the limited use of cash collateral, and establishing a bar date for filing proofs of claim. The Debtor, however, has not obtained debtor-in-possession financing and "it is basically no closer to a plan of reorganization or liquidating than it was when the case was filed over eleven months ago," he said. The firm has had difficulty communicating with the Debtor and has not been able to obtain the information and services the Debtor needs to provide to the Court, the Office of the U.S. Trustee, and to other parties-in-interest if the case is to move forward, Mr. Grey told the Court. As of March 4, 2011, the Debtor is late in filing its monthly operating reports and Cross & Simon's first fee application, which was approved by the Court on Sept. 17, 2010, remains unpaid, according to Mr. Grey. Absent debtor-in-possession financing, the Debtor has no means to fund administrative expenses incurred in this case, he pointed out. He added that the firm has been unable to remedy the situation notwithstanding repeated efforts spanning months. Cross & Simon is the only firm authorized to represent the Debtor in this case. In order to minimize the inconvenience and uncertainty associated with Cross & Simon's withdrawal, the form of the proposed motion contains provisions which, if approved by the Court, would (i) require Cross & Simon to serve copies of the order on the Debtor and parties entitled to notice under F.R.B.P. Rule 2002, (ii) require the Debtor to obtain new counsel within 30 days after entry of the order, and (iii) allow Cross & Simon to file its final fee application within 30 days after entry of the order. The hearing on this matter is set for March 22, 2011, at 2:30 p.m. Wilmington, Delaware-based, Corrozi-Fountainview, LLC, owns a single asset real estate. The Company filed for Chapter 11 protection on March 31, 2010 (Bankr. D. Del. Case No. 10- 11090). In its petition, the Debtor estimated total assets and debts both ranging from $10,000,001 to $50,000,000. COVANTA HOLDING: Moody's Says Dividend Won't Affect Credit Quality ------------------------------------------------------------------ Moody's Investors Service views Covanta Holding Corporation (Ba2 Corporate Family Rating; stable outlook) plans to initiate a regular common dividend of $0.30 per share and to execute additional share repurchases during 2011 as being neutral to the company's credit quality. "While the initiation of a common dividend will result in a more permanent call on CVA's annual cash flow, the size of the dividend (about $45 million annually) is expected to be modest relative to annual operating cash flow and free cash flow over the next several years", says A.J. Sabatelle of Moody's. "Moreover, Moody's believe that share repurchases will continue to be opportunistically executed and evaluated against new project development or acquisition opportunities", added Mr. Sabatelle. CVA's ratings reflect the continued generation of relatively consistent cash flow supported by a diversified, largely contracted portfolio of energy-from-waste projects located throughout the US. For the past three years, Moody's calculates that CVA's cash flow before working capital changes (cash flow) averaged 15.5% of debt, retained cash flow averaged 15.2% of debt, and free cash flow to debt averaged 10.8% of debt, while cash flow coverage of interest expense averaged nearly 4.0 times. Moody's anticipates that financial metrics will remain fairly close to historical results based upon the degree of contracted cash flow that is expected to remain over the next several years. CVA's rating incorporates the continued strong operating performance of the portfolio and the relatively high barriers to entry for most competing technologies. These strengths are mitigated by the highly leveraged capital structure that remains in place as well as the degree of structural subordination that exists at the CVA level. Moody's observes that approximately $800 million of secured project level debt is senior to holding company debt at Covanta Energy Company and at CVA. Over the next several years, this project debt is expected to amortize under the terms of the project level financing documents. CVA's ratings incorporate Moody's view that such debt amortization will likely be replaced by additional project or corporate level debt to finance new development projects and/or acquisitions. CVA's initiation of a dividend, while creating an expected call on future annual cash flow, should represent not more than 20% of free cash flow in each of the next several years, which Moody's believe remains manageable for the company's ratings. With respect to share repurchases, Moody's believes that CVA will continue to opportunistically implement repurchases to the extent that free cash flow cannot be deployed elsewhere in the corporation for development initiatives or for acquisitions. For example, the company has announced a $50 million share repurchase program for 2011 and Moody's would expect additional share repurchases to be announced once CVA completes the sale of its Asian assets later this year. Moody's ratings incorporate a view that future share repurchases will be balanced against potential opportunities for new project development or for acquisitions. Headquartered in Morristown, NJ, CVA is a developer, owner and operator of infrastructure for energy-from-waste projects, as well as other waste disposal and renewable energy production businesses primarily in the US. At Dec. 31, 2010, CVA had assets of nearly $4.7 billion and revenues of nearly $1.6 billion. CROWN FOREX: Court Orders Continuing Asset Freeze for Beckman ------------------------------------------------------------- Bankruptcy Law360 reports that a Minnesota federal judge Friday maintained an asset freeze and issued an injunction against alleged currency fraudster Jason Bo-Alan Beckman, the latest in a flurry of activity in widespread litigation over Crown Forex SA's alleged $84 million fraud scheme. Law360 relates that Judge Michael J. Davis of the U.S. District Court for the District of Minnesota filed separate orders continuing asset freezes for Mr. Beckman and his wife, relief defendant Hollie Beckman. Crown Forex SA -- http://www.crownforex.com/-- was a Bassecourt, Switzerland-based company that offered trading on 13 currency pairs + gold and silver. Swiss markets regulator FINMA took over the Company on Dec. 9, 2008, and entered a ruling to liquidate the Company on Feb. 23, 2009, following a money laundering investigation. The regulator declared the Company bankrupt on May 29, 2009. A U.S. Commodity Futures Trading Commission civil suit has been filed against Crown Forex. The suit accuses the principals and subsidiaries of Crown Forex of perpetrating an US$84 million foreign exchange scheme. CUMULUS MEDIA: Reports $29.40 Million Net Income in 2010 -------------------------------------------------------- Cumulus Media Inc. filed its annual report on Form 10-K with the U.S. Securities and Exchange Commission reporting net income of $29.40 million on $263.33 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $126.70 million on $256.05 million of net revenue during the prior year. The Company also reported net income of $7.51 million on $69.78 million of net revenue for the three months ended Dec. 31, 2010, compared with net income of $6.51 million on $69.60 million of net revenue for the same period during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $319.63 million in total assets, $660.94 million in total liabilities and a $341.31 million stockholders' deficit. Lew Dickey, Chairman & CEO stated, "The previously announced transactions to acquire Citadel Media, as well our affiliate Cumulus Media Partners, will uniquely position us to aggressively compete in the nascent recovery in the local ad markets. This recovery is beginning to take root as evidenced by our Q4 results which demonstrate strong cash revenue and Adjusted EBITDA growth. Our Q4 performance capped a year of exceptional growth in our Adjusted EBITDA and free cash flow, which enabled us to materially de-lever our balance sheet. We plan to continue de-leveraging both CMI and CMP as we anticipate closing the Citadel transaction later this year with the attendant global refinancing into one balance sheet." A full-text copy of the annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?7529 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. 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. DBSD N.A.: Dish Network Wins Approval of $1.4B Takeover Bid ----------------------------------------------------------- Bankruptcy Law360 reports that Dish Network Corp. won court approval Tuesday of its proposed $1.4 billion takeover of DBSD North America Inc. Dish Network said in a regulatory filing that on March 15, 2011, it entered into an amendment to their Amended and Restated Investment Agreement, dated as of Feb. 24, 2011, with DBSD North America, Inc., pursuant to which they had originally committed to acquire 100% of the equity of reorganized DBSD North America upon DBSD's emergence from bankruptcy. Pursuant to the Investment Agreement as revised by the Amendment, Dish Network and Dish DBS Corporation will acquire 100% of the equity of reorganized DBSD North America for an amount up to approximately $1.4 billion. They intend to make a cash tender offer to purchase certain claims against DBSD North America and its affiliates, upon the terms and conditions set forth in the Revised Investment Agreement. This amount will be paid after the tender offer is completed in accordance with its terms. The completion of the tender offer is not conditioned upon receipt of approval from the Federal Communications Commission. Under the Revised Investment Agreement, DISH Network and DISH DBS remain committed to provide a Credit Facility to provide DBSD North America and its affiliates with a non-revolving, multiple draw term loan in the aggregate principal amount of $87.5 million, with drawings subject to the terms and conditions set forth in the Credit Facility. The Credit Facility remains subject to approval by the Bankruptcy Court. Under the Revised Investment Agreement, DISH Network and DISH DBS also remain committed to support DBSD North America's plan of reorganization under which we will acquire 100% of the equity of reorganized DBSD North America upon DBSD North America's emergence from bankruptcy. Under the Revised Investment Agreement, as amended: i) all claims under those 7.5% Convertible Senior Secured Notes due 2009, issued under that certain indenture dated August 15, 2005, as supplemented and amended, among DBSD North America, the guarantors named therein, and The Bank of New York Mellon (f/k/a The Bank of New York), as trustee, will be paid in full; ii) all of DBSD North America's obligations under the Credit Facility will be paid in full; iii) the holders of allowed general unsecured claims of DBSD North America will be paid in full; iv) the holders of allowed administrative claims will be paid in full; and v) the holders of capital stock of DBSD North America, including ICO Global Communications (Holdings) Limited, will be paid an aggregate of $290 million. DISH Network and DISH DBSD's ultimate acquisition of 100% of the equity of reorganized DBSD North America is subject to the satisfaction of certain conditions, including approval by the FCC and DBSD North America's emergence from bankruptcy. Also on March 15, 2011, DISH Network and DISH DBS entered into a Restructuring Support Agreement with ICO pursuant to which ICO has agreed to support the plan of reorganization for DBSD North America contemplated by the Revised Investment Agreement. They also entered into an Implementation Agreement with ICO pursuant to which we will acquire from ICO certain claims and rights with respect to DBSD's G1 satellite. ICO has also agreed, subject to certain conditions, to grant us the right to acquire, subject to the satisfaction of certain conditions, including, among others, receipt of required regulatory approvals, certain assets and its equity interests in DBSD North America. ICO has also agreed to enter into ancillary agreements relating to transitional services, certain intellectual property rights and spectrum coordination and tax matters, in each case effective upon consummation of our plan of reorganization. DISH and DISH DBS have agreed to pay ICO an aggregate of approximately $325 million which will be creditable against any amounts payable to ICO or any successor under our plan of reorganization. They have also agreed to indemnify ICO against certain liabilities in connection with certain pending litigation related to DBSD North America. Their obligations under the Implementation Agreement are subject to, among other things, the satisfaction of the condition that the Bankruptcy Court approve the Revised Investment Agreement. If the Bankruptcy Court does not approve the Revised Investment Agreement, either party may terminate the Implementation Agreement, in which case either party will be entitled to terminate the Restructuring Support Agreement. About DBSD North America Headquartered in Reston, Virginia, DBSD North America Inc., aka ICO Member Services Inc., offers satellite communications services. It has launched a satellite, but is in the developmental stages of creating a satellite system with components in space and on earth. It presently has no revenues. The Company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13061). James H.M. Sprayregen, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve as the Debtors' counsel. Jefferies & Company is the financial advisors to the Debtors. The Garden City Group Inc. is the claims agent for the Debtors. DBSD estimated assets and debts of $500 million to $1 billion in its Chapter 11 petition. Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at CURTIS, Mallet-Prevost, Colt & Mosle LLP, in New York, represent the Official Committee of Unsecured Creditors. The ad hoc committee of certain parties that hold or manage holdings of those certain 7.5% Convertible Senior Secured Notes Due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq., Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC. Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates LLP, in New York; and John H. Culver III, Esq., and Felton E. Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina. DISH is represented in the case by J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York. DBSD N.A: ICO & DISH Enter Restructuring Support Agreements ----------------------------------------------------------- ICO Global Communications (Holdings) Limited has entered into a Restructuring Support Agreement and Implementation Agreement with DISH Network Corporation. Pursuant to these agreements, ICO has agreed to support a proposed amended Investment Agreement between DISH and ICO"s subsidiary, DBSD North America, Inc., has granted to DISH options to acquire certain ICO assets, and has agreed to grant to DBSD certain spectrum priority rights. These agreements do not diminish or otherwise alter ICO"s obligations to Jay & Jayendra (Pty) Ltd, nor do they affect in any manner ICO"s ongoing litigation with The Boeing Company and its subsidiary, Boeing Satellite Services, Inc. ICO retains all rights to such litigation. As contemplated by these agreements, DISH will, later today, seek approval of the amended Investment Agreement by the United States Bankruptcy Court for the Southern District of New York. Under the terms of the amended Investment Agreement and related plan of reorganization, DISH will offer to purchase all of the outstanding secured debt in DBSD and will agree to pay all outstanding unsecured creditor claims in full. As consideration for ICO's commitments under these agreements, DISH will pay ICO approximately $324.5 million, with $35 million paid within five days after Bankruptcy Court approval of the amended Investment Agreement, and all but $10 million of the remainder paid approximately thirty days after such approval. If the Bankruptcy Court approves the amended Investment Agreement between DBSD and DISH, ICO will enter into a tax matters agreement with DISH that defines various tax-related obligations and commitments. The tax matters agreement will not have any significant impact on ICO"s existing or future net operating losses. In addition, if DBSD emerges from bankruptcy pursuant to the terms of the related plan of reorganization, ICO will facilitate DBSD"s transition from bankruptcy by entering into a license and radio spectrum coordination agreement with DBSD and a transition services agreement with DBSD. About DBSD North America Headquartered in Reston, Virginia, DBSD North America Inc., aka ICO Member Services Inc., offers satellite communications services. It has launched a satellite, but is in the developmental stages of creating a satellite system with components in space and on earth. It presently has no revenues. The Company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13061). James H.M. Sprayregen, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve as the Debtors' counsel. Jefferies & Company is the financial advisors to the Debtors. The Garden City Group Inc. is the claims agent for the Debtors. DBSD estimated assets and debts of $500 million to $1 billion in its Chapter 11 petition. Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at CURTIS, Mallet-Prevost, Colt & Mosle LLP, in New York, represent the Official Committee of Unsecured Creditors. The ad hoc committee of certain parties that hold or manage holdings of those certain 7.5% Convertible Senior Secured Notes Due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq., Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC. Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates LLP, in New York; and John H. Culver III, Esq., and Felton E. Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina. DISH is represented in the case by J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York. DUCK HOUSE: Files Schedules of Assets and Liabilities ----------------------------------------------------- Duck House, Inc. filed with the U.S. Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $1,939,052 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $11,500,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $103,068 ----------- ----------- TOTAL $1,930,052 $11,603,068 Monclair, California-based Duck House, Inc., a California Corporation, supplies sports licensing products. It filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11- 13072) on Jan. 31, 2011. James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, serves as the Debtor's bankruptcy counsel. Affiliate Trade Union International Inc., a California corporation, filed a separate Chapter 11 petition on Jan. 31, 2011 (Bankr. C.D. Calif. Case No. 11-13071). DYNAVAX TECHNOLOGIES: Federated Investors Has 20.67% Stake ---------------------------------------------------------- Federated Investors, Inc., filed amendment no. 8 to its Schedule 13G to disclose that it beneficially owns 24,595,668 shares of common stock of Dynavax Technologies Corporation as of Dec. 31, 2010. The shares represent 20.67% of the total shares outstanding. About Dynavax Technologies Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ: DVAX) -- http://www.dynavax.com/-- is a clinical-stage biopharmaceutical company. The Company discovers and develops novel products to prevent and treat infectious diseases. The Company's lead product candidate is HEPLISAV, an investigational adult hepatitis B vaccine designed to enhance protection more rapidly and with fewer doses than current licensed vaccines. As of Sept. 30, 2010, the Company had $61,790,000 in total assets; $21,026,000 total current liabilities, $6,012,000 deferred revenue, $10,540,000 long-term note payable to holdings, $944,000 long-term contingent liability to holdings, and $60,000 other long-term liabilities, and $23,208,000 in stockholders' equity. As reported in the Troubled Company Reporter on March 18, 2010, Ernst & Young LLP, 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 incurred significant operating losses and negative cash flows from operations since its inception. EAST BAY: Wants Case Dismissal Order Vacated -------------------------------------------- East Bay Associates, LLC asks Hon. Roger Efremsky of the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, for an order (i) vacating the Court's Feb. 22, 2011 ruling ordering the case dismissed and (ii) restoring the case to the status conference calendar. Ruth Elin Auerbach, Esq., at the Law Office of Ruth Auerbach, in San Francisco, California, related that counsel's failure to attend the Feb. 22, 2011 status conference was "due to technological problems and not to any intentional failure to appear. . ." Ms. Auerbach noted that before the status conference, in connection with the Motion by Coast Capital for Relief from Stay, the Debtor had agreed to file a plan by March 15, 2011. The Debtor has been diligently working on its plan and on finalizing financing for the Debtor's project, which will allow for all creditors to be paid in full, she informed the Court. The Debtor has made offers of settlement to the two creditors with security interests in its real property and is waiting for the creditors' response. The Debtor has also identified several entities that have expressed concrete interest and ability to assist the Debtor with funding. According to Ms. Auerbach, the Debtor is evaluating the proposals to determine which one would be in the best interests of the Debtor, its creditors, and the estate. The Debtor fully anticipates having funding confirmed before any hearing on approval of its disclosure statement, Ms. Auerbach said. Should the case be dismissed, the secured creditors will foreclose on the Debtor's property and there will be nothing available to pay unsecured creditors, Ms. Auerbach told the Court. About East Bay Associates Martinez, California-based East Bay Associates, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 10- 70345) on Sept. 9, 2010. Benjamin W. Tipton, III, Esq., at the Law Offices of Platt And Platt, represents the Debtor in its restructuring effort. The Debtor disclosed $28,779,626 in assets and $5,706,481 in liabilities as of the Chapter 11 filing. EMISPHERE TECHNOLOGIES: Bai Ye Feng Discloses 9.39% Stake --------------------------------------------------------- Bai Ye Feng said in a Schedule 13G/A filing that it beneficially owns 5,014,665 shares of common stock, par value $0.01 per share, of Emisphere Technologies Inc. The shares represent 9.39% of the total shares outstanding, based on 51,889,102 shares outstanding as of Nov. 1, 2010. About Emisphere Technologies Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc. (OTC BB: EMIS) -- http://www.emisphere.com/-- is a biopharmaceutical company that focuses on a unique and improved delivery of pharmaceutical compounds and nutritional supplements using its Eligen(R) Technology. The Eligen(R) Technology can be applied to the oral route of administration as well other delivery pathways, such as buccal, rectal, inhalation, intra-vaginal or transdermal. Since its inception in 1986, Emisphere has generated significant losses from operations. Emisphere anticipates it will continue to generate significant losses from operations for the foreseeable future, and that its business will require substantial additional investment that it has not yet secured. The Company's balance sheet at Sept. 30, 2010, showed $5.34 million in total assets, $66.23 million in total liabilities, and a stockholder's deficit of $60.88 million. As of Sept. 30, 2010, the Company's accumulated deficit has reached $459.2 million. In its March 25, 2010 audit report on the Company's financial statements for the year ended Dec. 31, 2009, McGladrey & Pullen, LLP, in New York, said there is substantial doubt about the Company's ability to continue as a going concern. The audit reports prepared by the Company's independent registered public accounting firms relating to its financial statements for the years ended Dec. 31, 2007 and 2008, also included an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern. EMMIS COMMUNICATIONS: Alden Global Discloses 8.47% Equity Stake --------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Alden Global Capital Limited and its affiliates disclosed that they beneficially own 2,837,078 shares of common stock of Emmis Communications Inc. The shares held by Alden represent 8.47% of the shares outstanding, based upon (i) 33,510,830 shares of Class A Common Stock of the Company outstanding as of Jan. 6, 2011, as disclosed in the Company's Quarterly Report filed on Form 10-Q, for the quarterly period ended Nov. 30, 2010, filed on Jan. 11, 2011 and (ii) 2,837,078.28 shares of Class A Common Stock that would be issued upon conversion of the 1,162,737 shares of 6.25% Series A Preferred Stock, $0.01 par value, of the Company held by the Alden Global, et al. A copy of the filing is available for free at: http://ResearchArchives.com/t/s?7534 About Emmis Headquartered in Indianapolis, Indiana, Emmis Communications Corporation -- http://www.emmis.com/-- owns and operates 22 radio stations serving New York, Los Angeles, Chicago, St. Louis, Austin, Indianapolis, and Terre Haute, as well as national radio networks in Slovakia and Bulgaria. The company also publishes six regional and two specialty magazines. As of Nov. 30, 2010, the Company's balance sheet showed $499.9 million in total assets, $487.4 million in total liabilities, $140.5 million in Series A cumulative convertible preferred stock, a $177.8 million shareholders' deficit, and non- controlling interests of $49.4 million. * * * In November 2010, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating and 'Caa3' Probability of Default rating for Emmis Communications Corporation, as well as its SGL-4 speculative grade liquidity rating. Operating performance improved with the economic recovery, but absent debt reduction with proceeds from an asset sale or equity infusion Emmis will likely breach its leverage covenant when the covenant suspension period ends for the quarter ending November 30, 2011, in Moody's opinion. Emmis' CFR and PDR incorporate expectations for a covenant breach in November 2011. Moody's considers the Company's capital structure unsustainable, and its operations in the cyclical advertising business magnify this challenge. Furthermore, Emmis relies on two markets, Los Angeles and New York, for approximately 50% of its revenue, although its ownership of stations in top markets including Chicago as well as NY and LA, support the rating. The negative outlook incorporates Moody's expectations that Emmis will not comply with its maximum leverage covenant when effective for the quarter ending November 30, 2011. ENERGY FUTURE: To Offer 72-Mil. Common Shares to Key Employees -------------------------------------------------------------- In a Form S-8 filing with the U.S. Securities and Exchange Commission, Energy Future Holdings Corp. registered 72 million shares of common stock under the 2007 Stock Incentive Plan for Key Employees of Energy Future Holdings Corp. and its Affiliates. A copy of the prospectus is available for free at: http://ResearchArchives.com/t/s?7525 About Energy Future Energy Future Holdings Corp. is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leveraged buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. The Company's consolidated balance sheets at Dec. 31, 2010, showed $46.388 billion in total assets, $52.299 billion in total liabilities, and a stockholders' deficit of $5.911 billion. * * * In October 2010, Moody's Investors Service downgraded the Corporate Family Rating for Energy Future's to Caa2 from Caa1; downgraded EFH's Probability of Default Rating to Caa3 from Caa2 and affirmed the SGL-4 Speculative Grade Liquidity assessment. EFH's rating outlook remains negative. "The downgrade is triggered by the persistent environment of low natural gas and power commodity prices and low average heat rates, which collectively drag down EFH's current and expected cash flow generation. There is little evidence indicating a significant improvement to natural gas commodity prices, and as a result, EFH is likely to remain in financial distress," Moody's said. Energy Future carries a 'CCC' issuer default rating from Fitch Ratings. Default Notice Hedge fund Aurelius Capital Management LP has sent a notice that the Company is in default on a $23.9 billion loan that financed its record buyout by KKR & Co. and TPG Capital. The hedge fund, led by Mark Brodksy, said in a letter to Citigroup Inc., administrator of the buyout loans, that payments to the Dallas- based company by one of its units aren't in compliance with the credit agreement. Energy Future has said that the allegations in Aurelius' letter are without merit. ERVING INDUSTRIES: PBGC to Cover Pensions of 900 Workers ------------------------------------------------------- The Pension Benefit Guaranty Corporation will pay the pensions of almost 900 workers and retirees of Erving Industries, Inc., a manufacturer of tissue paper based in Erving, Mass. PBGC, which safeguards the pensions of 44 million Americans, stepped in because the company could not emerge from bankruptcy without terminating its three pension plans. "PBGC is America's retirement safety net," said Director Josh Gotbaum. "When companies fail, we keep their pensions going." Erving Industries retirees will continue to receive their monthly benefit without interruption, and other workers will receive their pensions when they are eligible to retire. Within the next several weeks, PBGC will send notification letters to all participants in the Erving Industries pension plans. In general, PBGC will pay the benefit that a retiree would earn if they retired at age 65. However, there is a legal maximum, $54,000 per year for a 65-year-old, and lower for people who retire before age 65 or choose survivor benefits. In addition, certain early-retirement payments and recent benefit increases are generally not covered. "Erving Paper Industries employs 125 people and is an important part of the region's economy," said Congressman John W. Olver (D- Mass.1). "Over the past few years, the harsh economic climate revealed that certain pensions of past and current employees of Erving Paper were in jeopardy. The Pension Benefit Guaranty Corp. has taken responsibility for three underfunded pension plans covering a total of 877 current or former Erving employees. I am pleased that, thanks to the PBGC, both former and current employees can now retire with peace of mind." In the Massachusetts 1st congressional district, the PBGC paid over $4 million in pension benefits to about 1,200 residents last year. The agency also expects to send checks to about 700 other district residents upon retirement age. In total, PBGC contributed more than $92 million to the Massachusetts economy through benefit payments to more than 15,000 residents during 2010. Further information is available at the PBGC Web site, www.pbgc.gov, or by calling toll-free 1-800-400-7242. TTY/TDD users should call the federal relay service toll-free at 1-800- 877-8339 and ask for 800-400-7242. Erving Industries retirees who get their pensions from the PBGC may be eligible for the federal Health Coverage Tax Credit. The PBGC Web site provides details at http://www.pbgc.gov/wr/benefits/hctc/hctc-faqs.html. PBGC, which receives no taxpayer funds, is taking over the pension plans' assets and will use insurance premiums to pay covered benefits. Together, the pension plans have $16.8 million to cover $32.9 million in benefit promises, according to PBGC estimates. The agency expects to pay $14.7 million of the $16.1 million shortfall. PBGC's action will not have a significant impact on the agency's financial statements. PBGC included an estimate of the Erving Industries benefit payments in its fiscal year 2010 financial statements, in keeping with generally accepted accounting principles. About Erving Industries Erving Industries Inc. is a Western Massachusetts paper products manufacturer. The Company converts recycled waste paper into tissue, which is then sold to paper products manufacturers. Erving Industries Inc. and two of its affiliates filed for bankruptcy on April 20, 2009 (Bankr. D. Mass. Lead Case No. 09- 30623). Henry E. Geberth, Jr., Esq., at Hendel & Collins, P.C., represents the Debtor as counsel. ESTERLINETECHNOLOGIES CORP: S&P Lifts Corp. Credit Rating to 'BB+' ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it has raised its corporate credit rating on EsterlineTechnologies Corp. to 'BB+' from 'BB'. The ratings on the company's unsecured debt remain the same at 'BB', however, S&P has revised the recovery rating to '5' from '4', indicating S&P's expectations of a modest (10%-30%) recovery in a payment default scenario. The outlook is stable. "The upgrade reflects improving credit protection measures resulting from higher revenues, earnings, and cash flow," said Standard & Poor's credit analyst Christopher DeNicolo. "These improvements were driven by a strengthening commercial aerospace market, as well as acquisitions. The upgrade also reflects S&P's belief that, although the company will remain acquisitive, it's unlikely to use significant debt to finance future purchases." The ratings on Bellevue, Wash.-based Esterline Technologies reflect the company's exposure to the competitive and cyclical commercial aerospace market, its active acquisition program, and modest size compared with some competitors. Its fairly diversified revenue base and moderate debt leverage partly offset these risk factors. S&P assess the company's business risk profile as fair and its financial risk profile as significant. The outlook is stable. A fairly diversified revenue base and contributions from acquisitions and new programs should help the company maintain credit metrics in line with S&P's expectations for the ratings, despite the likelihood of continued acquisitions and cyclical demand pressures. "Although S&P considers it unlikely," Mr. DeNicolo continued, "S&P could lower the ratings if leverage rises materially (debt to EBITDA above 4x) to fund acquisitions and does not decline in a timely manner. Given the recent upgrade, S&P is unlikely to raise the ratings over the coming year, given Esterline's acquisition strategy, but it could happen if management adopted a financial policy that resulted in debt to EBITDA staying at or below 2x." EVERGREEN ENERGY: Recurring Losses Cue Going Concern Doubt ---------------------------------------------------------- Evergreen Energy, Inc., filed on March 14, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. Hein & Associates LLP, in Denver, Colo., expressed substantial doubt about Evergreen Energy's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has had recurring cash used in operations. The Company said it continues to require additional capital to fully fund the development of its K-Fuel process and its GreenCert technology. Further, as opportunities arise to accelerate the expansion of the Company's K-Fuel technology or the Company's anticipated operating cash outflows are greater than expected due to among other things, unexpected costs in the development of the Company's K-Fuel process, the Company may need to obtain further funding. The Company has a history of losses, deficits and negative operating cash flows and may continue to incur losses in the future. The Company continues to evaluate its cash position and cash utilization and have and will make additional adjustments to capital or certain operating expenditures. However, because of the need for additional capital, there is substantial doubt as to the Company's ability to continue to operate as a going concern for the foreseeable future. The Company reported a net loss of $21.0 million on $403,000 of operating revenue for 2010, compared with a net loss of $58.5 million on $423,000 of operating revenue for 2009. The Company's balance sheet showed $29.6 million in total assets, $43.1 million in total liabilities, and a stockholders' deficit of $13.5 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?7535 Denver, Colo.-based Evergreen Energy Inc. (NYSE Arca: EEE) -- http://www.evgenergy.com/-- has developed two proven, proprietary, patented, and transformative green technologies: K-Fuel(R) and the GreenCert(TM) suite of software and services. K-Fuel technology significantly improves the performance of low-rank coals, yielding higher efficiency and lowering emissions. 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 and industrial sources. EVERGREEN ENERGY: Adds Peter Moss to Board of Directors ------------------------------------------------------- Evergreen Energy Inc. named Peter B. Moss, Jr., 53, to its Board of Directors effective March 10, 2011, bringing the current director count to eight. Ilyas Khan, Executive Chairman of Evergreen Energy, stated: "I am pleased to welcome Peter to Evergreen's Board of Directors. His extensive experience with the financial markets will diversify our Board as we focus on making progress toward achieving our growth objectives." Currently, Mr. Moss serves as Vice President, Corporate Development/Investor Relations for Max Petroleum PLC, an AIM- listed, Kazakhstan-focused oil and gas exploration and development company, for which he formed an investor group that was instrumental in the company's IPO in October 2005. In addition, Mr. Moss serves as a non-executive director of Revelation Capital Management (formerly Osmium Capital Management), a Bermuda-based hedge fund, and of Crosby Asset Management Ltd., an AIM-listed merchant bank and asset manager, where he also serves as head of its Compensation and Nomination Committees, and as a member of its Audit Committee. Mr. Moss has also served on the boards of and acted as an advisor to a number of Crosby's portfolio companies, including Diamond Time, Inc., a NY copyright clearance agency and Music Copyright Solutions, an AIM-listed, UK-based music company. Previously, Mr. Moss held senior positions in hedge fund equity and derivative sales at Christopher Street Capital, a subsidiary of NASDAQ-listed GFI Group, Inc., Dresdner Kleinwort Wasserstein, Donaldson Lufkin Jenrette and Commerzbank Global Equities. Mr. Moss attended Tulane University, located in New Orleans, LA, and is a graduate of Deerfield Academy in Deerfield, Massachusetts. 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 reported a net loss of $21.02 million on 403,000 of total operating revenue for the year ended Dec. 31, 2010, compared with a net loss of $58.53 million on $423,000 of total operating revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $29.56 million in total assets, $43.05 million in total liabilities, $3,000 in temporary capital, and $13.49 million in total stockholders' deficit. In its auditors' report attached to the Company's 2010 financial statements, Hein & Associates LLP, in Denver, Colorado said, "The Company has suffered recurring losses from operations and has had recurring cash used in operations. This raises substantial doubt about the Company's ability to continue as a going concern." EXIDE TECHNOLOGIES: Objects to Fla. Revenue Agency, Trenton Claim ----------------------------------------------------------------- Exide Technologies asks the bankruptcy court to disallow and expunge Claim No. 5573 filed by the city government of Trenton, New Jersey, and to reclassify and allow Claim No. 4708 filed by the Florida Department of Revenue. The city government filed Claim No. 5573 in connection with the remediation of contaminant-related damage of former industrial properties in Trenton. Meanwhile, the Florida Revenue Department filed its claim on account of sales and use taxes for the period February 1997 to February 2002. Exide argues that it is not liable for Claim No. 5573 and that the city government did not provide sufficient documentation to support its claim. With respect to Claim No. 4708, the company says a portion of that claim is not entitled to priority status because it falls outside the three-year limitation provided in Section 507(a)(8) of the Bankruptcy Code. The portion, Exide says, constitutes a general unsecured, non-priority Class P4-A claim under the terms of the company's restructuring plan. Exide requests that Claim No. 4708 be reclassified, in part, and allowed as a priority tax claim for $570,255, and a general unsecured, non-priority Class P4-A claim for $140,168. In a court filing, Frederick Rudzik, Esq., assistant general counsel for the state of Florida, has denied Exide's assertion that the Florida Revenue Department's claim is governed by the three-year limitation, pointing out that it is "without temporal limitation" pursuant to Section 507(a)(8)(C). The Court will hold a hearing on March 24, 2011, to consider approval of Exide's requests. The deadline for filing objections is March 8, 2011. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * Reorganized Exide carries 'B' issuer credit ratings from Standard & Poor's. "The ratings on Exide Technologies reflect what we consider to be the Company's aggressive financial risk profile, which incorporates S&P's expectation that sales and profitability will improve gradually as demand increases," said Standard & Poor's credit analyst Nancy Messer. Exide has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2008, Moody's upgraded the rating to 'B3' from 'Caa1'. Exide's B3 Corporate Family Rating continues to incorporate the company's leveraged profile, cyclical industry characteristics, and raw material pricing pressure, Moody's said in January 2011. EXIDE TECHNOLOGIES: EnerSys Wants Records in Dismissal Plea ----------------------------------------------------------- EnerSys Delaware Inc., asks the U.S. Bankruptcy Court for the District of Delaware to consider the entire record in the rejection litigation without converting its motion to dismiss Exide Technologies' complaint into a summary judgment motion. EnerSys earlier sought for the dismissal of the complaint, arguing that its rights under a trademark agreement with Exide cannot give rise to dischargeable claims. Exide filed the complaint on August 20, 2010, to seek declaratory judgment that the rights of EnerSys under the trademark agreement constitute a claim that was discharged by confirmation of the company's Joint Plan of Reorganization. The move came after the U.S. Court of Appeals for the Third Circuit issued a ruling in the rejection litigation that the trademark agreement was not an executory contract because EnerSys performed its obligations under that agreement prior to Exide's bankruptcy filing. In a letter brief to the Bankruptcy Court, EnerSys says the Bankruptcy Court may consider the records in ruling on its motion to dismiss because they are integral to the complaint and is "explicitly relied upon" in the complaint. "Indeed, in opposing the motion, Exide argued affirmatively in its papers and at oral argument that it could not have filed the complaint until the Third Circuit issued its ruling in the rejection litigation," says EnerSys' lawyer, Joseph Huston Jr., Esq., at Stevens & Lee P.C., in Wilmington, Delaware. With respect to the issue of whether or not the Bankruptcy Court must accept as true all "well-pleaded" allegations in Exide's complaint even when they are contradicted by the records in the rejection litigation, Mr. Huston says the Bankruptcy Court may accept as true all "well-pleaded, non-conclusory allegations" of fact in the complaint in ruling on a motion to dismiss but it need not accept as true Exide's "conclusory factual allegations or legal conclusions." Mr. Huston further says in the letter brief that to the extent the Bankruptcy Court considers certain allegations in the complaint to be non-conclusory and factual in nature but contradicted by the records in the rejection litigation, the records control. In a letter brief to the Bankruptcy Court, Exide says EnerSys' position that the Bankruptcy Court can consider the entire records without converting its motion to dismiss to a summary judgment motion is incorrect. "While generally a trial court has discretion to address evidence outside a complaint when addressing a motion to dismiss under Rule 12(b)(6), there are restrictions on both the type of evidence that can be considered and the purpose for which it is considered," says Exide's lawyer, John Sieger, Esq., at Katten Muchin Rosenman LLP, in Chicago, Illinois. "While the [Bankruptcy] Court may take judicial notice of prior proceedings, it can do so only to notice the existence of the proceedings, not to accept the truth of facts averred in those proceedings," Mr. Sieger points out. Mr. Sieger further says that the motion to dismiss must be converted to a summary judgment motion if the Court grants EnerSys' request to review the records in the rejection litigation to resolve factual questions rather than for the purpose of taking judicial notice as to the existence of certain matters in the record. EnerSys and Exide filed the letter briefs pursuant to the Bankruptcy Court's request at the February 11, 2011 oral argument on the motion to dismiss the complaint. In a related development, the U.S. Supreme Court has denied a petition for certiorari, which Exide filed in connection with the Third Circuit's ruling. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * Reorganized Exide carries 'B' issuer credit ratings from Standard & Poor's. "The ratings on Exide Technologies reflect what we consider to be the Company's aggressive financial risk profile, which incorporates S&P's expectation that sales and profitability will improve gradually as demand increases," said Standard & Poor's credit analyst Nancy Messer. Exide has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2008, Moody's upgraded the rating to 'B3' from 'Caa1'. Exide's B3 Corporate Family Rating continues to incorporate the company's leveraged profile, cyclical industry characteristics, and raw material pricing pressure, Moody's said in January 2011. EXIDE TECHNOLOGIES: Files Post-Confirmation Report for Q3 --------------------------------------------------------- Exide Technologies Post-Confirmation Quarterly Summary Report Condensed Balance Sheets As of Sept. 30, 2010 (in thousands) Assets Current Assets: Cash $17,703 Accounts receivables, net 121,343 Intercompany receivables 13,620 Inventories 174,331 Prepaid expenses & other 59,712 -------------- Total current assets 386,709 -------------- Property, plant and equipment, net 257,700 -------------- Other Assets: Other intangibles, net 52,934 Investment in affiliates 1,375 Intercompany notes receivables 164,656 Deferred financing costs and other 62,589 -------------- TOTAL ASSETS $925,964 ============== Liabilities and Stockholders' Equity Current Liabilities Current maturities of long-term debt $1,520 Accounts payable 96,795 Accrued expenses 55,069 Accrued interest 3,643 Restructuring reserve 200 Liability for warrants 168 Warranty liability 11,114 -------------- Total current liabilities 168,509 Long-term debt 472,065 Noncurrent retirement obligations 72,157 Other noncurrent liabilities 61,120 -------------- Total liabilities 773,852 Total stockholder's equity 152,111 -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $925,964 ============== Exide Technologies Post Confirmation Quarterly Summary Report Schedule of Cash Flows Quarter Ended Sept. 30, 2010 (in thousands) Beginning Balance $32,703 Cash Receipts: Collection of accounts receivable 479,195 Proceeds from equity issuance - Proceeds from sale of Debtor's assets - All other cash receipts 90 -------------- Total Cash Receipts 479,285 -------------- Cash Disbursements: Disbursements made under the Plan, excluding payments to bankruptcy professionals - Disbursements made to bankruptcy professionals 154 Repayment of Term Loans 3,133 All other disbursements made in the ordinary course 490,998 -------------- Total Cash Disbursements 494,285 -------------- Ending Cash Balance $17,703 ============== About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * Reorganized Exide carries 'B' issuer credit ratings from Standard & Poor's. "The ratings on Exide Technologies reflect what we consider to be the Company's aggressive financial risk profile, which incorporates S&P's expectation that sales and profitability will improve gradually as demand increases," said Standard & Poor's credit analyst Nancy Messer. Exide has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2008, Moody's upgraded the rating to 'B3' from 'Caa1'. Exide's B3 Corporate Family Rating continues to incorporate the company's leveraged profile, cyclical industry characteristics, and raw material pricing pressure, Moody's said in January 2011. FAIR FINANCE: SEC Charges 3 Execs Over $230MM Investment Scheme --------------------------------------------------------------- The Securities and Exchange Commission on Wednesday charged three senior executives at Akron, Ohio-based Fair Finance Company with orchestrating a $230 million fraudulent scheme involving at least 5,200 investors - many of them elderly. The SEC alleges that after purchasing Fair Finance Company, chief executive officer Timothy S. Durham, chairman James F. Cochran, and chief financial officer Rick D. Snow deceived investors while selling them interest-bearing certificates. Fair Finance had previously operated for decades as a privately-held consumer finance company. But under the guise of loans, Durham and Cochran schemed to divert investor proceeds to themselves and others as well as struggling and unprofitable entities that they controlled. Durham and Cochran further misused investor funds to buy classic cars and other luxury items to enhance their own lavish lifestyles. In a parallel criminal proceeding, the U.S. Department of Justice on Wednesday unsealed criminal charges against Durham, Cochran and Snow for the same alleged misconduct. "These executives looted Fair Finance and exploited unsuspecting investors who trusted the company to prudently invest their funds as it had done for decades," said Robert Khuzami, Director of the SEC's Division of Enforcement. "To add insult to injury, they squandered the stolen funds on such extravagances as multiple homes, a private jet, a yacht and more than 40 classic and exotic cars." According to the SEC's complaint filed in U.S. District Court for the Southern District of Indiana, Fair Finance historically raised funds by selling interest-bearing certificates to investors and using the proceeds to purchase and service discounted consumer finance contracts. Following the 2002 purchase, Durham and Cochran funneled millions of dollars to themselves and their related companies. By November 2009, Durham, Cochran and their related businesses owed Fair Finance more than $200 million, which accounted for approximately 90 percent of Fair Finance's total loan portfolio. The SEC alleges that Durham and Cochran knew that neither they nor their related companies had the earnings, collateral or other resources to ensure repayment on the purported loans. As CFO, Snow knew or was reckless in not knowing that neither Durham and Cochran nor their entities could repay the funds they took from Fair Finance. Nonetheless, they continued to raise hundreds of millions of dollars from investors by using false and misleading financial statements and other information contained in the offering circulars to deceive investors about Fair Finance's true financial condition. Ultimately, Durham, Cochran and their related companies never repaid these loans, and they used new investor proceeds to repay earlier investors in the nature of a Ponzi scheme. Durham and Cochran also distributed large amounts of money to family members and friends, and misused investor funds to afford mortgages for multiple homes, a $3 million private jet, a $6 million yacht, and classic and exotic cars worth more than $7 million. They also diverted investor money to cover hundreds of thousands of dollars in gambling and travel expenses, credit card bills, and country club dues, and to pay for elaborate parties and other forms of entertainment. According to the SEC's complaint, Durham has residences in Los Angeles and Fortville, Ind.; Cochran resides in McCordsville, Ind.; and Snow lives in Fishers, Ind. Durham currently is the CEO at National Lampoon, and Snow currently is the CFO. The SEC's complaint charges Durham, Cochran and Snow with violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint seeks permanent injunctions, disgorgement of ill-gotten gains plus prejudgment interest, penalties and officer and director bars against each of the defendants. The SEC's investigation was conducted by Philadelphia Regional Office enforcement staff Kelly L. Gibson, Brendan P. McGlynn, John J. Heffernan, Daniel L. Koster and Paul Rihn. The SEC's litigation will be led by Scott A. Thompson and G. Jeffrey Boujoukos. The SEC acknowledges and appreciates the assistance of the U.S. Attorney's Office for the Southern District of Indiana, the U.S. Department of Justice, Fraud Section, the Federal Bureau of Investigation and the Ohio Division of Securities. About Fair Finance Akron, Ohio-based investment company Fair Finance Co. was closed following a November 2009 raid by the U.S. Federal Bureau of Investigation. Fair Finance's owner, Indiana businessman Timothy S. Durham, a Republican political contributor whose holdings include National Lampoon Inc., has been targeted in lawsuits and investigations over claims he funded a luxurious lifestyle with the proceeds of a Ponzi scheme. Three creditors -- Nick Spada, Jacques Dunaway, and Robert Ripley -- filed on February 8, 2010, a petition to send Fair Finance to Chapter 7 liquidation (Bankr. N.D. Oh. Case No. 10-50494). David Mucklow, Esq., serves as counsel to the petitioners. Brian Bash was appointed bankruptcy trustee. A motion to appoint a trustee filed by the petitioning creditors said that Mr. Durham and co-owner James Cochran took $176 million in loans transferred from the investment fund into Fair Holdings LLC and DC Investments LLC. They used the money to fund $220 million in other loans, according to the filing. FAIRFAX FINANCIAL: Moody's Upgrades Senior Debt Rating From 'Ba1' ----------------------------------------------------------------- Moody's Investors Service has upgraded the senior unsecured debt rating of Fairfax Financial Holdings Limited to Baa3 from Ba1. Moody's also upgraded the preferred stock rating of Fairfax to Ba2 (hyb) from Ba3 (hyb) and the trust preferred stock rating of Fairfax's affiliate, TIG Capital Trust, to Ba2 (hyb) from Ba3 (hyb). These actions conclude a review for possible upgrade that was initiated on December 13, 2010. The outlook for the ratings is stable. Rating Rationale "The upgrade of Fairfax's ratings reflects a continuation of favorable trends in terms of the group's financial flexibility including: significant dividend capacity from its insurance subsidiaries (approximately $750 million in 2011 without regulatory approval); abated risk at its run-off insurance operations; the ongoing commitment to maintain approximately $1 billion in cash at the holding company as well as the overall improved diversification across the Fairfax group of companies," explained Moody's Assistant Vice President, Enrico Leo. Moody's also expects that adjusted financial leverage will remain at or near current levels (31% as of 12/31/10), and that any future acquisitions will be managed to maintain the group's financial flexibility. Fairfax maintains a diversified revenue stream by product and geography, particularly as it now owns 100% of Odyssey Re (A3 IFS, positive), Northbridge (Canadian insurance operations, unrated), Crum & Forster (Baa1 IFS, stable), Zenith National (A3 IFS, stable) and First Mercury (Baa2 IFS, positive); and has about 20% of its operations outside of North America. Several challenges remain significant to Fairfax's credit profile including historically weak operating earnings (excluding realized gains) at its insurance operations, exposure to catastrophe risk, the high level of common stock investments (though a substantial portion of equities are currently hedged), and historically volatile loss reserves particularly at its run-off operations. In determining the Baa3 senior debt rating, Moody's considered the collective insurance financial strength ratings of the Fairfax group of companies and the debt outstanding at intermediate holding companies, which results in structural subordination at the ultimate holding company. The structural subordination at the ultimate holding company is mitigated by both the diversification of businesses and by the commitment to maintain significant levels of cash at the parent company. The outlook for the ratings is stable. The rating agency said these could lead to an upgrade of Fairfax's rating: (1) stand- alone insurance financial strength ratings of the company's lead operating P&C and/or reinsurance companies are upgraded; (2) adjusted financial leverage consistently below 30% and operating earnings coverage (excluding realized gains/losses) consistently above 4x; and (3) aggregate combined ratios consistently less than 100%. Conversely, these could lead to a downgrade of the ratings: (1) stand-alone financial strength ratings of the company's lead operating P&C and/or reinsurance companies are downgraded; (2) adjusted financial leverage consistently above 35% and earnings coverage (excluding realized gains/losses) consistently less than 2x; (3) holding company cash and marketable securities is not maintained above $750 million and above 3x total fixed charges; and/or (4) significant adverse reserve development at Fairfax's run-off or ongoing operating subsidiaries (greater than 1% of gross reserves). These ratings were upgraded, with a stable outlook: * Fairfax Financial Holdings Limited -- senior unsecured debt rating to Baa3 from Ba1; preferred stock to Ba2 (hyb) from Ba3 (hyb); * TIG Capital Trust I -- trust preferred stock to Ba2 (hyb) from Ba3 (hyb). Fairfax is a financial services holding company which engages in property & casualty insurance, reinsurance, and investment management through its operating subsidiaries. As of Dec. 31, 2010, Fairfax reported net premiums written of $4.4 billion and net income of $471 million, and year-end total shareholders' equity of $8.7 billion. FARLEY'S & SATHERS: Moody's Assigns 'B1' Corp. Family Rating ------------------------------------------------------------ Moody's Investors Service has assigned a B1 corporate family rating to Farley's & Sathers Candy Company, Inc., and a B1 rating to the proposed $60 million revolving credit facility due 2016 and the proposed $185 million term loan B due 2018. Proceeds from the term loan borrowings and a portion of its cash balances will be used to refinance existing first and second lien indebtedness. The rating outlook is stable. These ratings have been assigned subject to review of final documentation: -- B1 corporate family rating; -- B2 probability of default rating; -- B1 (LGD3, 37%) to the proposed $60 million senior secured revolving credit facility due 2016; and -- B1 (LGD3, 37%) to the proposed $185 million senior secured term loan facility due 2018. Ratings Rationale The B1 corporate family rating reflects F&S's leadership position in the U.S. non-chocolate confectionary category benefiting from recognizable brands, such as Brach's, Trolli, Farley's, Sathers and Now and Later, and long standing customer relationships across multiple sales channels. Moody's views the non-chocolate confectionary category as mature, competitive and relatively stable with minimal organic growth opportunities. In the near term, rising commodity cost pressures are expected to weigh on earnings; however, management's efforts to restage the Brach's brand, improve customer penetration rates and recently agreed upon price increases should help mitigate cost pressures beginning in the second half of 2011. Moody's anticipates a post-refinancing leverage of approximately 4.0x (adjusted to include operating leases and preferred stock (Basket D - 25% debt)), which is viewed as appropriate for current ratings. Further, the B1 rating anticipates conservative liquidity management given the seasonality of F&S's cash flows and resulting revolver borrowing requirements and quarterly leverage volatility. The rating anticipates that near term revolver borrowings will be limited to seasonal working capital needs that peak in the third quarter. Further, the rating reflects F&S's relatively small scale, tight operating margins, and its exposure to volatile commodity prices, particularly sugar. Terms of the proposed credit agreement provide F&S the ability to make a one-time distribution to its sponsor within the first year if the company reduces its net consolidated leverage ratio below 3.25x, as defined in the credit agreement (after year one, the leverage threshold is removed). While the terms are not expected to expressly limit the dollar amount of the one-time distribution, the company will be required to maintain non-adjusted leverage of no greater than 4.0x and minimum liquidity amounts, as defined, proforma for the one-time distribution. Moody's anticipates that the one-time distribution will be sized such that covenant compliance will be maintained prospectively and liquidity will remain adequate to fund seasonal needs. Based on current terms, the one-time distribution could be funded with available cash, revolver borrowings and/or borrowings under an uncommitted $60 million incremental term loan (not rated). The proposed credit facility is expected to be secured by a first lien security interest in substantially all of F&S's assets. In addition, the facility will benefit from upstream and downstream guarantees and be subject to two financial maintenance covenants set with adequate headroom. The ratings could be downgraded if the company were to execute a sizeable owner distribution that results in a material decline in the company's liquidity or if earnings were to deteriorate leading to adjusted leverage exceeding 5.0x for an extended period. The ratings are not likely to be upgraded in the near term given the overhang of a potential sponsor distribution. Adjusted leverage sustained below 3.5x and FCF-to-debt above 10% would be viewed positively. F&S is a leading manufacturing and distributor of confectionery and gum products. Its products are primarily sold to the food, drug, convenience stores, and mass merchandiser classes of trade. Gross revenues for the twelve months ending December 26, 2010 were roughly $600 million. FARLEY'S & SATHERS: S&P Assigns 'B' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its preliminary 'B' corporate credit rating to Round Lake, Minnesota- based Farley's & Sathers Candy Co. Inc. S&P also assigned its preliminary 'B+' issue-level ratings to Farley's & Sathers proposed $60 million revolving credit facility due 2016 and $185 million term loan B due 2018. The preliminary recovery rating is '2', indicating S&P's expectation of substantial (70% to 90%) recovery in the event of a payment default. The company will use proceeds to refinance existing debt, including a revolving credit facility and first-lien term loan that mature on June 15, 2011, and a second-lien term loan that matures on Dec. 31, 2011. S&P's ratings are based upon its assumption of successful completion of this refinancing and would be withdrawn if this refinancing is not completed well before the upcoming maturities become due. The outlook is stable. At close of the transaction, S&P estimate Farley's & Sathers would have about $185 million in total debt outstanding. "The ratings on Farley's & Sathers reflect S&P's view of the company's vulnerable business profile and highly leveraged financial profile, given the company's narrow product focus and limited international presence, and high debt leverage," said Standard & Poor's credit analyst Alison Sullivan. S&P views Farley's & Sathers' financial risk profile as highly leveraged. S&P estimates pro forma lease-adjusted total debt to EBITDA will be high at about 5.6x, and funds from operations to total debt will be about 13%, for fiscal year end Dec. 31, 2010. S&P estimate credit measures at fiscal year end 2011 will likely weaken, based on S&P's expectation for higher commodity costs. The capital structure includes $50 million ($125 million liquidation preference value) of convertible preferred stock. While S&P recognize this security provides the company with financial flexibility and incorporate that qualitatively into the rating, S&P treat the convertible preferred units as 100% debt in its financial ratios. S&P views the company's financial policy as aggressive. Dividends are permitted in certain circumstances under the credit agreement, and the financial sponsor, Catterton Partners, has taken dividends in the past. (Farley's & Sathers is a private company and does not publish financial statements). FELCOR LODGING: Moody's Affirms 'B2' Rating on Senior Notes ----------------------------------------------------------- Moody's Investors Service affirmed the ratings of FelCor Lodging L.P. (senior secured at B2) and FelCor Lodging Trust, Inc. (corporate family at B3) and revised the rating outlook to stable from negative. Ratings Rationale This rating action reflects the turnaround in FelCor's operating fundamentals in tandem with the strengthening lodging market, the REIT's progress in improving its liquidity, as well as Moody's expectation that FelCor will be able to execute successfully on its asset disposition program and generate meaningful funds for de-leveraging. Moody's also noted that FelCor reinstated its preferred dividends and anticipates that the REIT will likely cure its arrearage from asset sales proceeds in the near term. FelCor's RevPAR posted a 4.3% gain in 2010 following a 15.7% decline in 2009, and stronger growth is anticipated in 2011. The REIT re-established a revolving credit facility and addressed the majority of its debt maturities in 2011 and 2012. Further, FelCor has announced an extensive disposition program that is expected to re-focus the REIT's portfolio on more profitable assets and markets, as well as to yield material proceeds for de-leveraging. FelCor stated that it intends to reduce its overall debt burden in the medium-term. Counterbalancing these positives, FelCor's debt protection measures for the full-year 2010 were very weak with fixed charge of 1.0x (although excluding suspended preferred dividends, cash- based fixed charge was closer to 1.4x) and net debt/EBITDA of 8.1x. Moody's anticipates these metrics to strengthen going forward; Moody's also acknowledge that lodging fundamentals in 2011 are expected to be favorable due to increasing demand and continuing minimal supply coupled with limited construction financing. The stable rating outlook reflects FelCor's nationally diversified and recently renovated portfolio of primarily upper upscale hotels, as well as improved liquidity and a seasoned management team. Positive rating movement would depend on continued improvement in FelCor's operating fundamentals and successful de-leveraging as evidenced by strengthening in its credit metrics with fixed charge closer to 1.5x (including preferred dividends) and net debt/EBITDA under 7x. Good liquidity would also be needed for an upgrade. Downgrade pressure would occur from any liquidity concerns, operational reversals or challenges in executing the asset disposition program or failure to apply the proceeds toward debt reduction. These ratings were affirmed with a stable outlook: * FelCor Lodging Limited Partnership -- senior secured debt at B2, senior unsecured debt at Caa1 * FelCor Lodging Trust, Inc. -- corporate family rating at B3, preferred stock at Caa3, preferred stock shelf at (P) Caa3 Moody's last rating action with respect to FelCor was on September 17, 2009, when Moody's assigned a rating of B2 to FelCor's proposed senior secured notes, downgraded FelCor's corporate family rating to B3 from B2. Moody's also downgraded the ratings of FelCor's outstanding senior unsecured notes to Caa1 from B2, as well as the ratings of its preferred stock to Caa3 from Caa2. The rating outlook remained negative. FelCor Lodging Trust, Inc., is a real estate investment trust headquartered in Irving, TX; it is the nation's largest owner of upper-upscale, all-suite hotels. FelCor owns interests in 82 properties located in major markets throughout 22 states. At Dec. 31, 2010, FelCor reported total assets of $2.4 billion and total equity of $588 million. FIDDLER'S CREEK: Files Second Amended Disclosure Statement ---------------------------------------------------------- Fiddler's Creek, LLC, and its 27 debtor-affiliates have filed with the Bankruptcy Court a Second Amended Joint Consolidated Disclosure Statement for Plans of Reorganization. The Amended Disclosure Statement discusses the proposed treatment of so-called CDD Bond Claims, the claims of applicable Community Development Districts against the applicable Debtors related to non ad valorem special assessments imposed by the applicable CDD against the real property of the Debtor related to and measured by the payment of principal and interest/debt service owed by the CDD to the Indenture Trustee in connection with the Bonds issued by the applicable CDD for the benefit of the real property of the Debtors whether billed and collected directly by the applicable CDD from the Debtors, or subject to collection by and through the Collier County Tax Collector in connection with annual real estate tax bills issued by the Collier County Tax Collector. Pursuant to the Plans, the Debtors propose that the CDD Bond Claims will be reduced by a mandatory buydown in connection with each sale of parcel of Real Property securing such Allowed CDD Bond Claim equal to the that portion of the delinquent principal and interest payments (including during any forbearance period under the applicable Plan) on such Allowed CDD Bond Claim allocated to the particular parcel of Real Property being sold. The Debtors may, at their discretion, make a voluntary buydown of the CDD Bond Claim in connection with any such sale. The Debtors do not presently intend to move any Real Property from an "off roll" status to an "on roll" status unless and until such Real Property is sold by the Debtors under the Plans. Although the Debtors' Estates are presently being jointly administered for procedural purposes, the Debtors and their Estates have not been substantively consolidated. However, pursuant to the Plans, certain of the Debtors will be substantively consolidated with and into certain of the other Debtors. As of the Effective Date, there will be 11 separate Reorganized Debtors if each Plan is confirmed. The Debtors' Financial Projections assume availability of $30,000,000 in exit financing on or shortly after the Plan Effective Date, a portion of which will be used to pay in full the expected payments required under the Plans to the Holders of Allowed Claims. A copy of the black-lined version of the Second Amended Joint Consolidated Disclosure Statement is available at no charge at: http://bankrupt.com/misc/FIDDLERSCREEK_BlacklinedDS.pdf Settlement with Fifth Third Class 4 under the Plan consists of the Secured Claim of Fifth Third Bank, N.A. The Class 4 Secured Claim of Fifth Third will be satisfied pursuant to the terms of a certain settlement and compromise between Fifth Third Bank, N.A. and GBP Development, Ltd. and its debtor-affiliates. Pursuant to the terms of the Settlement Agreement, among other things, the GBP Debtors have agreed to and will, at the option of Fifth Third, either (i) transfer to Fifth Third the GBP Debtors' rights and interest in the Fifth Third Standing Units and the Fifth Third Pads, free and clear of liens and encumbrances, or (ii) consent to the entry of a in rem judgment of foreclosure to enable Fifth Third to proceed to conduct a foreclosure sale of the Fifth Third Standing Units or Fifth Third Pads. On Feb. 25, 2011, the Court entered an order approving the Settlement Agreement. FIFC Deal The Court, in a separate order, authorized the Debtors to enter into an insurance premium financing agreement with First Insurance Funding Corp for the purpose of financing the purchase of several forms of insurance coverage and brokers' fees. FIFC is granted a security interest to secure payment of all amounts due under the Insurance Premium Financing Agreement in the policies, including all return premiums, dividend payments, and loss payments which reduce unearned premiums, subject to any mortgagee or loss payee interest. In the event that the Debtors fail to make any of the payments required under the Insurance Premium Finance Agreement as they become due, then FIFC will be granted relief from stay to enable FIFC or third parties to take all steps necessary and appropriate to cancel the Policies, collect the collateral and apply such collateral to the indebtedness owed to FIFC by the Debtors. Sale Motions Debtor GBFC Development, Ltd., has entered into a deal with Michael J. and Lisa A. Suter for the sale of Lot 16 of Bellagio Village at Fiddler's Creek for $646,000; and with Dr. Robert and Louise Glassman for the sale of Lot 30 of Bellagio Village for $652,000. About Fiddler's Creek Each of Fiddler's Creek, LLC, and its affiliates owns, operates or is otherwise affiliated with the premier, fully integrated, master planned residential community known as "Fiddler's Creek" in southwestern Florida. Fiddler's Creek is located in Collier County, Florida, approximately 12 miles southeast of the city of Naples and six miles north of Marco Island. The Fiddler's Creek development is comprised of nearly 4,000 zoned acres of prime land in Naples, Florida, and is planned for and capable of accommodating up to 6,000 residences upon projected build-out, which is estimated to be in 2020. Fiddler's Creek contains five distinctive neighborhoods known as: Fiddler's Creek, Veneta, Aviamar, Marsh Cove and Meadow Run. Fiddler's Creek filed for Chapter 11 bankruptcy protection on February 23, 2010 (Bankr. M.D. Fla. Case No. 10-03846). Attorneys at Genovese Joblove & Battista, P.A., and at Woodward,Pires & Lombardo PA represent the Debtors. Judge Alexander L. Paskay presides over the case. The Company estimated assets and debts at $100 million to $500 million. The Official Unsecured Creditors' Committee is represented by: Paul S. Singerman, Esq. Jordi Guso, Esq. Debi Evans Galler, Esq. BERGER SINGERMAN PA 200 South Biscayne Boulevard, Suite 1000 Miami, FL 33131 Tel: (305) 755-9500 Fax: (305) 714-4340 E-mail: singerman@bergersingerman.com jguso@bergersingerman.com dgaller@bergersingerman.com FNB UNITED: Dixon Hughes PLC Raises Going Concern Doubt ------------------------------------------------------- FNB United Corp. filed on March 14, 2011, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010. Dixon Hughes PLLC, in Charlotte, N.C., the independent auditor, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Corporation continued to incur significant net losses in 2010, primarily from the higher provisions for loan losses due to the significant level of non-performing assets. "The Corporation is significantly undercapitalized per regulatory guidelines and has failed to reach capital levels required in the Consent Order issued by the Office of the Comptroller of the Currency (the "OCC") in 2010." The Corporation reported a net loss of $112.9 million for 2010, compared with a net loss of $101.7 million for 2009. Net interest income before the provision for loan losses was $52.2 million for 2010, compared to $62.2 million for 2009. The Corporation's balance sheet at Dec. 31, 2010, showed $1.921 billion in total assets, $1.931 billion in total liabilities, and a shareholders' deficit of $9.9 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?7533 Asheboro, N.C.-based FNB United Corp. (Nasdaq: FNBN) is the bank holding company for CommunityONE Bank, N.A., and the bank's subsidiary, Dover Mortgage Company. Opened in 1907, CommunityONE Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38 communities throughout central, southern and western North Carolina. Through these subsidiaries, FNB United offers a complete line of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth management and internet banking services. FONTAINEBLEAU LV: Chapter 7 Trustee Seeks Mediation in WTC Suit --------------------------------------------------------------- Soneet R. Kapila, the Debtors' Chapter 7 Trustee, asks the U.S. Bankruptcy Court for the Southern District of Florida to refer the adversary proceeding commenced by Wilmington Trust FSB to an ongoing mediation and direct the participation by the parties in that mediation. In the adversary proceeding, the Plaintiff seeks to determine the validity, priority, and extent of the mechanic's liens of the Defendants. The parties to the adversary proceeding are also parties to Desert Fire Protection v. Fontainebleau Las Vegas Holdings, LLC, No. 1:09-cv-23683-CMA (S.D. Fla. July 14, 2010). On July 14, 2010, the U.S. District Court for the Southern District of Florida issued its order in Desert Fire, which involved the Statutory Lienholders' consolidated appeals from several of the bankruptcy court's cash-collateral orders. The District Court specifically ordered that the Bankruptcy Court "must recover the funds distributed to the Term Lenders, the Examiner, and the professionals pending a determination of the issue of priority -- not to exceed any amount the Statutory Lienholders have requested." The District Court noted that the "issue of priority -- more specifically, the fact that it is an issue -- is highly relevant to these appeals," Mr. Kapila says. He asserts that the issue was not the subject of Desert Fire, but it is the subject of the adversary proceeding. As the District Court recognized, resolving the cash-collateral issues in Desert Fire will necessarily involve addressing the lien-priority issue, he explains. Desert Fire is now on appeal to the United States Court of Appeals for the Eleventh Circuit, as the subject of 10 separate appeals filed by various parties affected by the District Court's order. The appeals were referred to the Eleventh Circuit's Kinnard Mediation Center to facilitate resolution of the issues presented in Desert Fire. The parties were in mediation on November 8 through 10, 2010. Substantial mediation-related electronic and telephonic communication has occurred since then and continues. The mediation has been scheduled for further conference on March 21 and 22, 2011. Because the parties have spent substantial resources in attempting to resolve those issues before the Bankruptcy Court, the District Court, and the Eleventh Circuit, and any discussion of those issues necessarily involves addressing the lien-priority issue presented in the adversary proceeding, Mr. Kapila submits that the Bankruptcy Court should refer the adversary proceeding to concurrent mediation. He says that the Desert Fire mediators have expressed their support for having the lien-priority issue mediated in the Bankruptcy Court concurrently with the mediation of the issues before the Eleventh Circuit. Plaintiff Drops 2 Defendants Wilmington Trust FSB sought and obtained the Bankruptcy Court's permission to drop as defendants in the adversary proceeding Crescent Electric Supply Company and Morris Shea Bridge Company, pursuant to Rule 7021 and the parties' separate stipulations. Crescent Electric and Morris Shea have advised Wilmington Trust that they have been paid in full or have otherwise been satisfied and do not intend to pursue any mechanic's lien claim, or other claim, they may have had against the Fontainebleau Las Vegas casino and resort, in Las Vegas, Nevada. Crescent Electric and Morris Shea have also consented to the sale of the Property under Section 363 of the Bankruptcy Code. Wilmington Trust Files Bond Wilmington Trust notifies the Bankruptcy Court of the filing of a $20.6 million payment bond issued by Safeco Insurance Company of America to Defendant CECO Concrete Construction, LLC, as principal, in connection with the Fontainebleau Las Vegas construction project, in Las Vegas, Nevada. A copy of the bond can be obtained for free at: http://bankrupt.com/misc/FB_PaymentBond_03092011.pdf * * * The Bankruptcy Court approved the Confidentiality and Nondisclosure Agreement between Bank of America, N.A., and Defendants QTS Logistics Inc. and Quality Transportation Services of Nevada, Inc. Under the agreement, the parties agree that confidential information that QTS will receive from BofA in connection with the adversary proceeding will not be disclosed to any other party absent a court order, and that documents filed with the Bankruptcy Court will be sealed. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC and its units filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. The Debtors' claims agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. In February 2010, Icahn Enterprises L.P. acquired from Fontainebleau Las Vegas and certain affiliated entities, the Fontainebleau property and improvements thereon located in Las Vegas, Nevada, for an aggregate purchase price of around $150 million. The bankruptcy case was subsequently converted to Chapter 7. Soneet R. Kapila has been named the trustee for the Chapter 7 case of Fontainebleau Las Vegas. FONTAINEBLEAU LV: Seeks Extension for Final Privilege Log --------------------------------------------------------- Fontainebleau Resorts LLC asks the U.S. District Court for the Southern District of Florida for a two-week extension of time through and including March 28, 2011, to comply with the Court's order dated March 4, 2011, and to serve its final privilege log. In the March 4 order, the Court has allowed Fontainebleau Resorts until March 14, 2011, to provide Bank of America, N.A., and other parties as applicable, with its final privilege log for its e-mail server. The ruling, however, does not cover e-mails, which Fontainebleau Resorts previously produced but later "recalled" after BofA advised it of the privileged status of certain e-mail documents. To recall, the Term Lenders and, later, BofA have separately asked the District Court to issue an order determining that Fontainebleau Resorts waived any and all otherwise applicable privileges and protections when it produced its document and e- mail servers without conducting any review. Avenue CLO IV, Ltd., et al., join in BofA's request. The production of the servers is in connection with the April 22, 2010 subpoena filed by the Term Lenders. Fontainebleau Resorts, a third party in the multidistrict litigation, opposed the Term Lenders' and BofA's requests arguing that its production of the servers demonstrates its intent and efforts to consistently maintain its privilege, while at the same time, timely complying with subpoenas. United States Magistrate Judge Jonathan Goodman found that Fontainebleau Resorts' voluntary disclosure of privileged or potentially privileged information through the production of the servers constitutes a waiver of applicable privileges. Hence, Judge Goodman granted the Term Lenders' motion for adjudication that the privilege has been waived. In its Motion to Extend, Fontainebleau Resorts asserts that it has retained two IT vendors to assist in the process of searching its e-mail server as previously provided to BofA to identify additional, potentially privilege e-mails. Fontainebleau Resorts has undertaken, and is in the process, of manually reviewing and confirming privilege for as many of the 8,400 e-mails as possible, Sarah J. Springer, Esq., at Waldman Trigoboff Hildebrandt Marx & Calnan, P.A., in Weston, Florida, tells the District Court. She insists that it is clear that additional time is needed given the number of e-mails and other practical IT limitations. Ms. Springer has also notified the District Court and parties-in- interest that she will be unavailable from March 10, 2011, through March 21, 2011. In further support of its motion for determination, BofA contends that based on the facts disclosed in Fontainebleau Resorts' response to the request, there can be no dispute that Fontainebleau Resorts either knowingly waived the privilege or carelessly handled potentially privileged e-mails before production. Court Grants More Time Judge Goodman granted the extension request modestly, and extended through March 17, 2011, the deadline for Fontainebleau Resorts' to provide the privilege log. Judge Goodman noted that there is an April 15, 2011 discovery cutoff and the MDL parties are in the midst of taking depositions and they need the privilege log to know which documents may be used as exhibits in the depositions. He maintained that the District Court does not have the jurisdiction to unilaterally extend discovery deadlines or other related deadlines imposed by U.S. District Judge Alan Gold. Judge Goodman maintained that the District Court is reluctant to provide a significant enlargement of time without a discovery cutoff enlargement, which the District Court is unable to provide. To the extent that Fontainebleau Resorts seeks an additional enlargement beyond March 17, 2011, it is denied, albeit without prejudice, Judge Goodman ruled. If Fontainebleau Resorts or a party to the litigation files an appropriate request and persuades Judge Gold to extend the discovery deadline and other deadlines by one month, then Fontainebleau Resorts can file a renewed motion and the District Court will give it renewed consideration, Judge Goodman added. Plaintiffs Seek Dismissal of Aurelius Action The plaintiffs in Avenue CLO Fund, Ltd., et al. v. Bank of America, N.A., et al., Case No. 09-cv-23835-ASG have purchased all of the Term Loan Notes previously held by the plaintiffs in ACP Master, Ltd., et al. v. Bank of America, N.A., et al., Case No. 10-cv-20236-ASG, also known as the Aurelius Action. The Avenue plaintiffs wish to pursue in a single action all claims on all Term Loan Notes they now own, Lorenz Michel Pruss, Esq., at Dimond Kaplan & Rotherstein PA, in Coconut Grove, Florida, tells the District Court. The Avenue and Aurelius Plaintiffs have agreed with BofA to the terms of a stipulation dismissing the Aurelius Action without prejudice so that all claims can be pursued in the Avenue Action, Mr. Pruss says. He notes that the Revolving Lenders have refused to stipulate. Hence, the Plaintiffs ask the District Court to dismiss the Aurelius Action. Lenders Object Defendants Barclays Bank PLC, Deutsche Bank Trust Company Americas, JPMorgan Chase Bank, N.A., The Royal Bank of Scotland plc, HSH Nordbank AG, New York Branch, Bank of Scotland PLC, MB Financial Bank, N.A., Sumitomo Mitsui Banking Corporation, and Camulos Master Fund, L.P., collectively known as the Revolving Lenders, argue that the Dismissal Motion is a procedurally flawed application that asks the Court to enter an Order dismissing without prejudice claims that it has already dismissed with prejudice and over which the Court no longer has jurisdiction. In its May 28, 2010 decision, the Court dismissed with prejudice the claims in the Aurelius and Avenue Actions against the Revolving Lenders. Thereafter, at the request of the Aurelius and Avenue Plaintiffs, the Court entered a partial final judgment with respect to those claims to enable the Aurelius and Avenue Plaintiffs to pursue an appeal. The Aurelius and Avenue Plaintiffs have since filed notices of appeal of that final judgment. As a result, the Court does not have jurisdiction to grant the Dismissal Motion, the Revolving Lenders points out. The Revolving Lenders further argue that the Dismissal Motion should be denied because the Plaintiffs' proposed stipulation is unfairly prejudicial to the Revolving Lenders in that it effectively seeks to modify the Court's previous dismissal order to provide for dismissal of the claims against the Revolving Lenders without prejudice instead of with prejudice, among other reasons. BofA and Merrill Lynch Capital Corporation inform the District Court that they take no position with respect to the Dismissal Motion. Court Sets Oral Argument on Dismissal Motion Having reviewed the Dismissal Motion and the record, Judge Gold concluded that oral argument is necessary. Accordingly, Judge Gold will hear arguments on the Dismissal Motion on April 8, 2011. He also directed parties to deliver to the Chambers a joint binder containing tabbed and indexed courtesy copies of the motion and any responses, replies, exhibits, and memoranda of law related to the motions by March 25, 2011. Court Grants Partial Final Judgment Judge Gold granted the Term Lenders' Motion for Partial Final Judgment. As previously reported, the District Court entered final judgment on September 20, 2010, against the Chapter 7 Trustee, Soneet R. Kapila, on his claims against the Revolving Lenders for their failure to fund Fontainebleau's Notices of Borrowing dated March 2 and March 3, 2009, in breach of the Fontainebleau Credit Agreement. The Chapter 7 Trustee filed an appeal on the Final Judgment. In connection with the Trustee Appeal, the Term Lender Plaintiffs asked the District Court for a partial final judgment so that they may take an appeal, at the same time as the Chapter 7 Trustee, of their claims seeking damages from the Revolving Lenders. Accordingly, the District Court entered a Partial Final Judgment dismissing with prejudice Counts II, III and IV of the Second Amended Complaint in Avenue CLO Fund, Ltd., et al. v. Bank of America, N.A., et al., No. 09-cv-23835-ASG, and Counts I and II of the Amended Complaint in ACP Master, LTD., et al. v. Bank of America, N.A., et al., No. 10-cv-20236- ASG. The Complaints arose from the alleged breach of the Fontainebleau Credit Agreement. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC and its units filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. The Debtors' claims agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. In February 2010, Icahn Enterprises L.P. acquired from Fontainebleau Las Vegas and certain affiliated entities, the Fontainebleau property and improvements thereon located in Las Vegas, Nevada, for an aggregate purchase price of around $150 million. The bankruptcy case was subsequently converted to Chapter 7. Soneet R. Kapila has been named the trustee for the Chapter 7 case of Fontainebleau Las Vegas. FONTAINEBLEAU LV: Chapter 7 Trustee Proposes Furr as Counsel ------------------------------------------------------------ Soneet R. Kapila, the Debtors' Chapter 7 Trustee, seeks the Court's authority to retain Alvin S. Goldstein, Esq., and the law firm Furr and Cohen, P.A., as special counsel in connection with the investigation and potential prosecution of certain preference and fraudulent transfer causes of action that the bankruptcy estates have against various parties. Mr. Kapila says that Furr and Cohen will be paid in accordance with Section 330 of the Bankruptcy Code. Mr. Goldstein assures the Court that neither he nor his firm hold or represent any interest adverse to the estates, and that they are disinterested persons as required by Section 327(a) of the Bankruptcy Code. A hearing was scheduled for March 16, 2011, to consider the application. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC and its units filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. The Debtors' claims agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. In February 2010, Icahn Enterprises L.P. acquired from Fontainebleau Las Vegas and certain affiliated entities, the Fontainebleau property and improvements thereon located in Las Vegas, Nevada, for an aggregate purchase price of around $150 million. The bankruptcy case was subsequently converted to Chapter 7. Soneet R. Kapila has been named the trustee for the Chapter 7 case of Fontainebleau Las Vegas. FORD MOTOR: Stephen Odell Owns 13,362 Common Shares --------------------------------------------------- In an amended Form 3 filing with the U.S. Securities and Exchange Commission, Stephen T. Odell, group vice president at Ford Motor Company, disclosed that he beneficially owns 13,362 shares of common stock of the Company. Mr. Odell's original Form 3 filed on Aug. 9, 2010 overstated the number of directly held Ford Common Stock shares by 29,286 shares. About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The Company provides financial services through Ford Motor Credit Company. The Company's balance sheet at Dec. 31, 2010 showed $164.68 billion in total assets, $165.33 billion in total liabilities and $642 million in total deficit. * * * Ford Motor has a 'BB' issuer default rating, with positive outlook, from Fitch Ratings; 'Ba2' corporate family rating and probability of default rating from Moody's Investors Service; and a 'BB-' corporate credit rating, with positive outlook, from Standard & Poor's. Fitch said at the end of January 2011 that Ford's ratings reflect its continued strong financial performance and the substantial debt reduction accomplished in the fourth quarter of 2010, both of which outperformed Fitch's previous expectations. FRANKLIN PACIFIC: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Franklin Pacific Finance, LLLP, filed with the U.S. Bankruptcy Court for the Central District Of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $10,100,000 B. Personal Property $21,393,584 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $15,671,101 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $80,258 ----------- ----------- TOTAL $31,493,584 $15,751,359 Santa Monica, California-based Franklin Pacific Finance, LLLP, engages in the business of acquiring and operating real estate assets and loans secured by real estate assets, equipment, vehicles and business assets, unsecured loans. The Company acquires assets and loans as portfolios or in stand-alone transactions. Debtor has conducted its business activity since 2005. The Company filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 10-30727) on May 24, 2010. Leslie A. Cohen, Esq., and Jaime Williams, Esq., at Leslie Cohen Law, P.C., in Santa Monica, California, serve as counsel to the Debtor. The Company estimated assets and debts at $10 million to $50 million as of the Petition Date. FRESNO PACIFIC: Has Until April 8 to File Reorganization Plan ------------------------------------------------------------- Tim Sheehan at The Fresno Bee reports that April 18 is the date by which the owners of the landmark Fresno Pacific Towers building must have a bankruptcy plan in place to satisfy creditors or risk losing the building to foreclosure. The Fresno Bee says the U.S. Bankruptcy Judge Whitney Rimel set the deadline in a status hearing in Fresno. Judge Rimel warned that she would consider dismissing the Chapter 11 bankruptcy case early if the building's owners, Saundra King and her brother, San Luis Obispo developer John King, make no significant progress in presenting a plan. The Kings' attorney, Ravi Jain, also told Judge Rimel that he and his clients have parted ways and that the Kings are seeking another lawyer to handle the case. According to the report, Saundra King said she is working with a buyer to purchase shares in the corporation to take advantage of tax credits, and who would also purchase the building itself from East West Bank. The bank is the holder of a $4.5 million note on a 2006 loan against the building. Ms. King would not identify the buyer or reveal details of the plan, but has hired an attorney to assist in the sale of the stock. Based in Fresno, California, Fresno Pacific Towers Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No. 11- 10522) on Jan. 18, 2011. The Debtor disclosed $2 million in assets, and $4.5 million in debts as of the Chapter 11 filing. GELTECH SOLUTIONS: Employment Pacts of CEO, Pres. and CTO Okayed ---------------------------------------------------------------- On March 10, 2011, the Compensation Committee of GelTech Solutions, Inc., approved three-year employment agreements for Michael Cordani, its Chief Executive Officer, Joseph Ingarra, its President and Peter Cordani, its Chief Technology Officer. The Executives will receive a base salary of $150,000 per year with the Committee having the authority to increase the Executive's base salary for the succeeding 12-month period with the increase based on profitability, positive cash flow or such other factors as the Committee deems important. Following the completion of each fiscal year, the Committee will have the discretion to award each of the executives a target bonus based on each Executive's job performance, the Company's revenue growth, positive cash flow, net income before income taxes or other criteria selected by the Committee. Additionally, the Executives were each granted 250,000 10-year non qualified stock options exercisable at $1.25 per share. The options will vest in three equal annual increments subject to meeting certain budgeted revenue targets which will be set by the Committee and further subject to continued employment on each applicable vesting date. About GelTech Solutions Jupiter, Fla.-based GelTech Solutions Inc. (OTC Bulletin Board: GLTC) -- http://www.GelTechsolutions.com/-- is a Delaware corporation organized in 2006. The Company creates innovative, Earth-friendly, cost-effective products that help industry, agriculture, and the general public accomplish environmental and safety goals, such as water conservation and the protection of lives, homes, and property from fires. The Company's current business model is focused on the following products: 1) FireIce(R), a fire suppression product, 2) SkinArmor(TM), an ointment used for protecting skin from direct flame and high temperatures, and 3) Soil2O(TM), a line of agricultural moisture retention products. The Company's balance sheet at Sept. 30, 2010, showed $1.0 million in total assets, $2.6 million in total liabilities, and a stockholders' deficit of $1.6 million. As reported in the Troubled Company Reporter on Oct. 4, 2010, Salberg & Company, P.A., in Boca Raton, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, after auditing the Company's financial statements for fiscal year ended June 30, 2010. The independent auditors noted that the Company has a net loss and net cash used in operating activities in 2010 of $3.5 million and $2.6 million, respectively, and has an accumulated deficit, a stockholders' deficit and working capital deficit of $9.6 million, $1.1 million, and $1.7 million, respectively, at June 30, 2010. GSC GROUP: Trustee Wants Kaye Scholer Fees Slashed -------------------------------------------------- Bankruptcy Law360 reports that the U.S. Trustee Tracy Hope Davis, the trustee overseeing investment firm GSC Group Inc.'s bankruptcy proceedings in New York, said Friday that fee requests from Kaye Scholer LLP and financial adviser Capstone Advisory Group LLC should be cut down because the proceedings have stalled. 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. HARRON COMMUNICATIONS: Moody's Puts 'B2' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service assigned Harron Communications, LP, a B2 Corporate Family Rating and B3 Probability of Default Rating, along with B2 (LGD-3, 35%) instrument ratings at the company's operating subsidiaries (the borrowing group as listed below) on the new $600 million senior secured credit facilities. The proposed $100 million Revolver due 2016, $200 million Term Loan A due 2016 and $300 million Term Loan B due 2017 will be used to refinance the company's existing credit facilities (approximately $448 million outstandings as of 12/31/10), redeem approximately $54 million in preferred equity, and fund related fees and expenses. The debt will be issued by the borrowing group and guaranteed on a joint and several basis, with additional guarantees provided by Harron (Holdco). The outlook is stable. A summary of the rating actions are listed below: Issuer: Harron Communications, LP -- Corporate Family Rating, Assigned B2 -- Probability of Default Rating, Assigned B3 Issuers: MetroCast Cablevision of New Hampshire, LLC; Gans Communications, LP; MetroCast Communications of Connecticut, LLC; and MetroCast Communications of Mississippi, LLC -- New $100 million Senior Secured Revolver due 2016, Assigned B2 (LGD-3, 35%) -- New $200 million Senior Secured Term Loan A due 2016, Assigned B2 (LGD-3, 35%) -- New $300 million Senior Secured Term Loan B due 2017, Assigned B2 (LGD-3, 35%) -- Outlook, Assigned Stable Rating Rationale Harron's B2 Corporate Family Rating reflects its comparably small scale and high pro forma debt-to-EBITDA leverage of approximately 6.3x (including Moody's standard adjustments as well as 100% debt attribution to preferred shares not held by Harron), improving to approximately 5.5x by the end of 2011 as a result of growing EBITDA and debt reduction from free cash flow. Leverage and lack of scale make the company vulnerable to business risk if competition were to increase. Moody's expects Harron's interest coverage to be above 2.5x over the next 18 months (defined as EBITDA less capex / interest expense) with free cash flow to debt in the mid-single digit range, which is consistent with ratings in the B2 and B1 rating categories. Ratings are supported by Harron's good historical operating performance, evidenced by the company's improved operating margins, year-over-year top-line revenue and EBITDA growth, and Moody's expectation of steady operating performance over the rating horizon. The company's success can be attributed partially to benign competition in most of Harron's non-urban markets, with primary competition coming from DBS providers. Ratings are also supported by the Harron family's longstanding track record of buying and growing cable systems (since the mid-1960's) and Moody's expectation that the family will continue to grow the business while maintaining or improving its B2 rating profile. Moody's expects the Harron family and management will look to increase its ownership to 100% through the repurchase of Boston Ventures' remaining 25% equity interest which is permissible under the terms of the company's credit facility so long as total leverage remains below 4.75x (as defined, or approximately 5.2x including Moody's standard adjustments). The stable outlook reflects Moody's expectation that the Company will pay down debt balances reducing debt-to-EBITDA leverage ratios below 5.75x (including Moody's standard adjustments, with 100% debt attribution to preferred shares not held by Harron affiliates) by the end of 2011 and maintaining free cash flow-to- debt ratios of 5% - 7%, excluding the planned buyback of Boston Ventures equity interests. Moody's anticipate that revenues will continue to grow over the next 18-to-24 months with most of the increase coming from ARPU gains given only modest subscriber growth. Also incorporated in Moody's stable outlook is Moody's expectation that EBITDA margins after management fees will remain consistent over the rating horizon and that liquidity will remain adequate. The B2 CFR reflects the company's good operating performance and financial metrics, but is constrained by the debt-like attributes of Harron's remaining preferred shares held by Boston Ventures (representing 25% of the equity value) which can be put to the company as early as September 2011. As a result, ratings are not likely to be upgraded until debt-to-EBITDA ratios are reduced sufficiently to compensate for the added leverage resulting from the exercise of the 25% equity put. Moody's believe the company is motivated to increase its ownership to 100% and that Boston Ventures is interested in cashing out six years after making its initial investment. There would be downward pressure on ratings if increased competition or deteriorating operating performance were to result in debt-to-EBITDA ratios (including Moody's standard adjustments, with 100% debt attribution to preferred shares not held by Harron affiliates) exceeding 6.75x. A rating downgrade would also be considered if the company were no longer generating modest levels of free cash flow resulting in free cash flow-to-debt remaining below 2%. Harron Communications, L.P., is a holding company housing the cable operating assets of Gans Communications, LP, MetroCast Cablevision of New Hampshire, MetroCast Communications of Connecticut, LLC, and MetroCast Communications of Mississippi, LLC. Headquartered in Frazer, PA, the company's cable operating companies serve approximately 181,000 video subscribers and 217,000 customers across New Hampshire/Maine, Connecticut, Maryland/Virginia, Mississippi/Alabama, Pennsylvania, and South Carolina. The Harron family and management own 75% of common equity interests of the company with Boston Ventures Partnership VI holding the remaining 25%. HARRON COMMUNICATIONS: S&P Assigns 'B' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its preliminary 'B' corporate credit rating to Frazer, Pa.-based cable system operator Harron Communications LP. The outlook is stable. Additionally, S&P assigned a preliminary 'B' issue-level rating and a preliminary '3' recovery rating to the company's proposed $600 million senior secured credit facilities, consisting of a $100 million revolver due 2016, a $200 million term loan A due 2016, and a $300 million term loan B due 2017. The preliminary '3' recovery rating indicates expectations for meaningful (50%- 70%) recovery in the event of payment default. The company intends to use the proceeds from the transaction to refinance about $450 million of existing debt, repay $54 million of preferred A stock, and pay related fees and expenses. S&P expects total funded debt outstanding, pro forma for the transaction, to be about $512 million. "The ratings on Harron reflect a highly leveraged financial risk profile, including S&P's expectation for aggressive financial policies by the company's concentrated ownership group," said Standard & Poor's credit analyst Naveen Sarma. S&P considers the business risk profile fair, reflecting a mature core basic video services business with modest revenue growth prospects, below- industry-average high-speed data and telephone penetration, and competitive pressures from direct-to-home satellite providers for video services and local telephone companies for HSD and telephone services. "Tempering factors include its operations in less populated second-tier markets, which provide some protection from local telephone companies deploying facilities-based video offerings in the intermediate term," added Mr. Sarma. Other tempering factors include Harron's position as the leading provider of pay-TV services in its markets and expectations for healthy free cash flow generation." HASKELL COUNTY: Moody's Downgrades Rating on Tax Debt to 'Ba2' -------------------------------------------------------------- Moody's Investors Service has downgraded to Ba2 from Baa3 the long-term bonds rating assigned to the Haskell County Public Facility Authority (OK) $5.3 million of sales tax revenue debt. The rating remains on watch for further possible downward pressure. Ratings Rationale The bonds are secured by dedicated half cent sales and use tax authorized by voters on November 8, 2005. Bondholders are provided extra security through a first lien mortgage on the fee and leasehold interest of the authority in the project. The downgrade to Ba2 reflects Moody's view that the weak local economy, combined with the effects of the national recession will result in sales tax revenues that are insufficient to meet scheduled debt service requirements over the medium term, and anticipated draws on available cash in the Public Facility Authority and the Debt Service Reserve Fund. Given the current pledged revenues, pro-forma calculations forecast the depletion of the debt service reserves in 2021 which could result in a default on April 1, 2021, with an estimated 67% recovery rate. The debt has an escalating schedule of retirement with final payment due October 1, 2031. The rating remains on watch for possible downgrade due to a persisting lack of County-wide audited financial statements from fiscal 2007 to fiscal 2010. Moody's has received audited information for the component unit of the County, the Haskell County (OK) Public Facilities Authority. Strengths -- Cash funded debt service reserve which has not been accessed -- No expectations of additional debt Challenges -- Trend of declining dedicated sales tax revenues -- Accelerated debt service requirements beginning 2017 -- Flat growth in total taxable value Detailed Credit Discussion Moderately Sized Tax Base Shows Flat Growth Moody's believes the stability of the county's economy is crucial in maintaining the current rating. Significant decline in property values, coupled with substantial population loss will place additional pressure on the economy of the county. Haskell County is a relatively small, predominantly agricultural community in eastern Oklahoma. Its county seat is the City of Stigler. Historically the county's tax base has experienced moderate growth as seen with 6.1% average annual growth in taxable values from fiscal 2001 to 2005. More recently, the county's tax base has averaged an annual growth of 0.4% from 2006 to 2010 yielding an approximate full value of $391.2 million. The county exhibits concentration in its base with the top ten payers comprising 25.1% of total taxable or assessed values in fiscal year 2006. The oil pipeline industry accounts for a significant portion of the concentration, with an 11.2% of total taxable values. Although unemployment rates within the county remain lower than national averages, unemployment rates have historically tracked higher than state averages. In December 2010, the unemployment rate was 6.9%, which was slightly higher than the state's 6.6%, and lower than the nation's 9.1%. No Expectation of General Fund Support With Erosion Of Financial Position In fiscal year 2006, the county's general operations were largely supported by sales tax (44.4%), property taxes (28.3%), and intergovernmental revenues (27.1%). Although Moody's lacks audits for fiscal years 2007 - 2010, an analysis was completed based on financial data confirmed by the State. In fiscal 2007, the year- end General Fund cash reserves were at a five year high of $1.1 million or a healthy 43.7% of General Fund revenues, per unaudited numbers. Since 2007, cash reserves have deteriorated to $208,000 in fiscal 2010 or a narrow 10.6% of General Fund revenues, per unaudited numbers. Officials report the two main drivers for the draws were increasing operating costs of the jail and home-health facility, and a decline in sales tax revenue. Additional pressure on the General Fund is expected due to a lawsuit that was settled on July 28, 2010. The County settled by agreeing to pay $199,000 within ten years of the settlement date. Moody's believes the liability places limited negative pressure on the county's already limited reserves because the county has ten years to remit payment. In fiscal year 2010, although management anticipated funding the operations for the home health and jail facilities to come solely from dedicated sales taxes, declining sales tax revenues presented pressure on the two component units forcing officials to make General Fund transfers to each fund. Thus, officials made unaudited transfers totaling $345,000 from the General Fund to cover operations of the jail, and due to continued and ongoing financial pressure from the home health facility, the county elected to sell the facility August 1, 2010. Some initial pressure on General Fund reserves was reduced as receipts of the hospital's dedicated 0.5% sales tax rate were collected for three months following the sales of the home-health facility totaling $108,000 in one time revenues. Although permissible the use of one time revenues on operations is viewed as a credit negative. As the sales tax receipts are not expected to be on going revenues and General Fund operations are reoccurring expenses, the use of one time revenues merely extends the structural imbalance of revenues and expenses in the General Fund. For fiscal 2011, officials report with the removal of the home-health facility's use of General Fund monies and a 3% increase on sales tax collections will mitigate the expected deficit. However, as audited information becomes available, financial performance below that of unaudited numbers will place additional negative pressure on the rating. Sales Tax Revenue Declines Weaken Coverage Levels The bonds are secured by a gross pledge of 0.5% sales tax revenue, which was approved in April 2006. The county formed the Public Facilities Authority, a component unit of the county, to receive the dedicated revenues and pay for the operations of the jail facilities that were erected from the debt associated with this revenue stream. Moody's has received third party verified audited financial information pertaining to the Public Facilities Authority from fiscal years 2007 to 2009. Although the fiscal 2010 audited is currently incomplete, the information as presented by the County has been verified by the State. Since fiscal year 2007, pledged revenues declined by 19% in fiscal 2008, 5% in fiscal 2009, and 15% to $429,000 in fiscal 2010, per unaudited results, yielding a corresponding decrease in coverage. In fiscal 2007, pledged revenue reached $658,000 providing debt service coverage of 1.47 times. In fiscal 2010, unaudited pledged revenues declined to $429,000 providing an insufficient coverage of 0.96 times and a weak 0.62 times coverage for the maximum annual debt service (April 1, 2031). Through February 2011, collections have improved 3% from the same period in the previous year. Assuming collections remain on target, debt service coverage would improve to a still inadequate 0.98 times for fiscal 2011. If pledged revenues increase at the rate of 3% annually, average annual debt service coverage over the lifetime of the bonds will reach a narrow 1.03 times coverage. Since establishment of the pledged sales tax in 2006, revenues have averaged a 13% decline annually. Assuming no future declines in revenue, debt service reserves will draw down to $11,000 October 1, 2020. Under these circumstances, Moody's estimates recovery at this time to be approximately 67%. With a liberal assumption of 2% growth annually in pledged revenues, debt service reserves will be depleted April 1, 2027 and recovery will improve to approximately 95%, per Moody's calculation. Also, per Moody's calculation, annual growth must average a minimum of 2.475% to prevent any future default payment. Moderate Special Tax Debt Burdens, With No Additional Long Term Debt Plans On November 1, 2006, the Authority issued Sales Tax Revenue Bonds Series 2006 B (Privately placed and unrated), with a principal amount of $2 million to provide funds for design, construction, and furnishing the Haskell County Jail and Criminal Justice Facility. Management has not developed a capital improvement plan and reports no additional capital needs over the next five years. No additional bonds can be issued on parity with this debt as the additional bonds test of 1.25 times maximum annual debt service coverage was not met in fiscal 2010, per unaudited numbers. Moody's believes that additional debt or long term obligations without an increase in revenues will place additional negative pressure on the rating. What Could Make The Rating Go -- Up -A sustained trend of increases in pledged revenues that produce coverage at or above 1.25 times -Substantial taxable value growth What Could Make The Rating Go -- Down -- Reductions in reserves available for jail operations -- Depletion of the Debt Service Reserve Fund -- Further declines in pledged revenues in the near term -- Contraction in the tax base coupled with population loss Key Statistics: -- Population (estimate) - 12,059 -- 2010 full value - $391 million -- Full value per capita - $32,442 -- FY 2010 (unaudited) General Fund cash - $429,000 (10.6% of General Fund revenues) -- Unemployment (December 2010) - 6.9% -- MADS coverage - 0.62 times -- 2010 coverage - 0.96 times -- Average annual pledged revenue change (FY 2006 - 2010) - (- 13%) HAWKER BEECHCRAFT: W. Boisture to be Paid $90,090 Add'l Incentive ----------------------------------------------------------------- On March 10, 2011, the Compensation Committee of the Board of Directors of Hawker Beechcraft, Inc., the parent company of Hawker Beechcraft Acquisition Company, LLC and Hawker Beechcraft Notes Company, determined to pay Mr. W. W. Boisture, Jr., an additional amount of $90,090 due to a computation error that was made in connection with calculating his 2010 Management Incentive Plan payment which was made on Feb. 24, 2011. About Hawker Beechcraft Headquartered in Wichita, Kansas, Hawker Beechcraft Acquisition Company, LLC -- http://www.hawkerbeechcraft.com/-- is a leading designer and manufacturer of business jet, turboprop and piston aircraft. The Company is also the sole source provider of the primary military trainer aircraft to the U.S. Air Force and the U.S. Navy and provide military trainer aircraft to other governments. The Company has a diverse customer base, including corporations, fractional and charter operators, governments and individuals throughout the world. The Company provides parts, maintenance and flight support services through an extensive network of service centers in 32 countries to an estimated installed fleet of more than 37,000 aircraft. The Company reported a net loss of $304.3 million on $2.805 billion of total sales for the year ended Dec. 31, 2010, compared with a net loss of $451.3 million on $3.198 billion of total sales during 2009. The Company's balance sheet at Dec. 31, 2010, showed $3.212 billion in total assets, $3.426 billion in total liabilities, and a deficit of $214.4 million. * * * Hawker Beechcraft carries 'Caa2' corporate family and probability of default ratings from Moody's Investors Service and a 'CCC+' long-term corporate credit rating from Standard & Poor's Ratings Services. HOVNANIAN ENTERPRISES: Registers Tangible Units With NYSE --------------------------------------------------------- Hovnanian Enterprises, Inc. registered its 7.25% Tangible Equity Units with The New York Stock Exchange pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934. About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. The Company's balance sheet at Jan. 31, 2011 showed $1.67 billion in total assets, $2.07 billion in total liabilities and a $401.29 million total deficit. * * * Hovnanian has an Issuer Default Rating of 'CCC' from Fitch Ratings. Fitch said in February 2011, "While Fitch expects somewhat better prospects for the housing industry this year, the Rating Outlook for HOV remains Negative given the challenges still facing the housing market, which are likely to meaningfully moderate the early stages of this recovery, and the company's still substantial debt position and high leverage." Hovnanian has a 'Caa1' corporate family rating from Moody's. Moody's said in January 2011 that the rating reflects Moody's expectation that Hovnanian's cash flow generation, which became negative in fiscal 2009 and turned positive but remained weak in fiscal 2010, will be followed by another year of cash burn in fiscal 2011, as the company ramps up its lot purchases without any significant offset from earnings. Hovnanian carries a 'CCC+' corporate credit rating from Standard & Poor's. INN OF THE MOUNTAIN: Suspends Filing of Reports with SEC -------------------------------------------------------- Inn of the Mountain Gods Resort and Casino last month filed a Notice on Form 15 of its suspension of duty to file reports under Section 15(d) of the Securities Exchange Act of 1934. The Company filed the notice as the number of holders of record of its securities has been reduced to 157, which is under the 300 threshold. About IMG Resort and Casino Headquartered in Mescalero, New Mexico, Inn of the Mountain Gods Resort and Casino and subsidiaries is an unincorporated business enterprise of the Mescalero Apache Tribe. The Company was established April 30, 2003, and manages and owns all resort, hotel and gaming enterprises of the Tribe including the Inn of the Mountain Gods Resort and Casino, a gaming, hotel and resort complex opened on March 15, 2005, and its wholly-owned subsidiaries. The Resort, which opened for commercial business on March 15, 2005, is located on tribal land in Mescalero, New Mexico. IMG Resort and Casino filed on January 10, 2011, its annual report on Form 10-K for the fiscal year ended Sept. 30, 2010. BDO USA, LLP, in Las Vegas, Nevada, expressed substantial doubt about IMG Resort and Casino's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses, negative cash flows, has negative working capital, accumulated deficits, and negative equity. The Company's balance sheet at Sept. 30, 2010, showed $204.5 million in total assets, $261.8 million in total liabilities, and a stockholders' deficit of $57.3 million. Defaulted Notes As reported by the Troubled Company Reporter, IMG Resort and Casino issued $200.0 million of the Notes on November 3, 2003. According to the Company's regulatory filing, the Notes matured on November 15, 2010. The Company has not made the scheduled $12.0 million interest payments on the Company's Notes since November 15, 2008. Under the terms of the Indenture, the Company had a 30-day grace period with respect to each interest payment but did not make these payments. Failure to make the May 15, 2009, November 15, 2009 and May 15, 2010 interest payments on or before June 15, 2009, December 15, 2009 and June 15, 2010, respectively, constituted separate events of default under the Indenture. Upon the occurrence of an event of default, the trustee or holders of at least 25% of the outstanding principal amount of the Notes could declare all of the Notes immediately due and payable. The fair value of the Notes were roughly $82.0 million at June 30, 2010. INNKEEPERS USA: Court Approves Commitment Letter ------------------------------------------------ BankruptcyData.com reports that the U.S. Bankruptcy Court approved Innkeepers USA Trust's motion for an order (I) authorizing the Debtors to enter into the commitment letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI Inc., and Midland Loan Services, (II) approving the New Party/Midland Commitment between the Debtors and Midland Loan Services, (III) approving bidding procedures (IV) approving bid protections (V) authorizing an expense reimbursement in an amount not to exceed $500,000 for the stalking horse candidate (VI) modifying cash collateral order to increase the expense reserve from $4.5 million to $16.5 million. Five Mile-Lehman Plan As reported in the Jan. 25, 2011 edition of the Troubled Company Reporter, the Debtor filed a Chapter 11 plan based where Five Mile Capital Partners and Lehman Ali Inc. would bankroll Innkeepers' exit and turn the Company over to creditors, absent higher and better offers. According to Mr. Rochelle, Innkeepers hashed out a revised plan as during the past two weeks with help from conferences with U.S. Bankruptcy Judge Shelley C. Chapman. The new reorganization plan, to be filed in April, is designed to satisfy most objections from the creditors' committee and preferred shareholders. Under the new proposal, as with the prior version from January, Lehman Ali Inc. and Five Mile Capital Partners LLC will acquire the new equity, assuming no better bid appears at auction. According to Mr. Rochelle, the terms of the revised plan are: * Lehman and Five Mile no longer will be buying seven hotel properties. Those hotels will be dealt with through a separate Chapter 11 plan. * The preferred shareholders will be free to craft a separate plan for the seven hotels that aren't subject to the blanket mortgages that Lehman and Midland Loan Services Inc. have on the 65 other properties. Preferred shareholders had objected that the prior version of the plan would have forced them to take $5.9 million cash in exchange for their shares. They claimed that there was more equity in the seven hotels. * As in January, Five Mile and Lehman Ali, a subsidiary of Lehman Brothers Holdings Inc., together will provide $174.1 million of equity capital and convert $200.3 million of Lehman's debt into equity. Five Mile is the provider of $53 million in secured financing for the Chapter 11 case, and Lehman is the holder of $238 million in floating-rate mortgages on 20 of Innkeepers' 72 properties. * Midland, as servicer for $825 million of fixed-rate mortgage debt on 45 properties, will emerge from Chapter 11 with mortgages for $622.5 million on revised terms. * As before, Lehman is to receive 50 percent of the new equity plus $26.2 million cash in exchange for all its debt. The secured loans for the Chapter 11 case will be paid in full. For its equity contribution, Five Mile is to have the other half of the new equity. * Unsecured creditors previously were offered $2.5 million in cash in return for voting in favor of the plan. To garner their support, the pot was increased to $3.75 million so unsecured creditors can recover as much as 65 percent. Secured lenders' deficiency claims won't participate in the distribution to unsecured creditors. Also, preference suits against unsecured creditors will be waived. * Apollo Investment Corp., Innkeepers' current owner, is to receive releases of claims from the company and creditors in return for supplying $375,000 of the pot for unsecured claims. An auction will be held in about two months to test whether there is a better offer for the 65 hotels. The change of ownership after the auction would take place when a Chapter 11 plan is confirmed for the properties. Innkeepers says the transaction for the 65 hotels is valued at $971 million, including $622.5 million in debt and $348.2 million of equity. With Lehman and Midland, the plan is supported by holders of more than $1 billion of $1.29 billion of pre-bankruptcy secured debt. If someone else bids at auction, the offer must contain enough cash so Lehman is paid at least $200.3 million in cash. Any competing bid must be at least $363.2 million in cash, to take advantage of the Midland financing and cover all the items in the Lehman-Midland sponsored plan, plus an overbid. About Innkeepers USA Trust Innkeepers USA Trust is a self-administered Maryland real estate investment trust with a primary business focus on acquiring premium-branded upscale extended-stay, mid-priced limited service, and select-service hotels. Innkeepers, through its indirect subsidiaries, owns and operates an expansive portfolio of 72 upscale and mid-priced extended-stay and select-service hotels, consisting of approximately 10,000 rooms, located in 20 states across the United States. Apollo Investment Corporation acquired Innkeepers in June 2007. Innkeepers USA Trust and 91 affiliates filed for Chapter 11 protection on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800). Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in Washington, D.C., serve as counsel to the Debtors. AlixPartners is the restructuring advisor and Marc A. Beilinson is the chief restructuring officer. Moelis & Company is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. Attorneys at Morrison & Foerster, LLP, represent the Official Committee of Unsecured Creditors. The Company's consolidated assets for 2009 totaled approximately $1.5 billion. As of July 19, 2010, the Company and its affiliates have incurred approximately $1.29 billion of secured debt. INNOVATIVE COMPANIES: Plan Admin. Wants More Time for Final Decree ------------------------------------------------------------------ Peter A. Furman of Getzler Henrich & Associates LLC, as the court appointed plan administrator of Old TIC LLC, fka The Innovative Companies LLC and its debtor-affiliates, asks the U.S. Bankruptcy Court for the Eastern District of New York to extend, until May 27, 2011, the time: i) to file an application and proposed order for final decree, and ii) for PricewaterhouseCoopers LLP and Foster & Foley PC to submit final fee requests. The plan administrator tells the Court that the Debtors are still in the process of winding up their respective estates in 2010, there is a need to prepare and file tax returns for this time period, so that the related retained professionals have not yet completed these tasks. The plan administrator says it will not be in a position to file an application for a final decree by the current deadline which is March 28, 2011. A hearing is set for March 22, 2011, at 11:00 a.m., to consider approval of the extension request. Moritt Hock & Hamroff LLP represents the plan administrator. About The Innovative Companies LLC Headquartered in Hauppauge, New York, The Innovative Companies LLC and its affiliates filed for Chapter 11 protection on April 17, 2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669). Leslie A. Berkoff, Esq., at Moritt Hock Hamroff Horowitz LLP, represents the Debtors in their restructuring efforts. David M. Banker, Esq., at Lowenstein Sandler PC, serves as counsel to the Official Committee of Unsecured Creditors. In its petition, the Company estimated between $10 million and $50 million each in assets and debts. The Debtor's Chapter 11 plan was confirmed on Oct. 28, 2010. The Plan contemplates utilizing cash on hand well as the proceeds of the various sales and other liquidations to pay off creditors. ISLAND ONE: Plan Confirmation & Sale Hearing Set for April 20 ------------------------------------------------------------- The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida sets to April 20, 2011, at 10:15 a.m., the hearing on the approval of the sale of the assets of Island One, Inc., and its debtor affiliates and the confirmation of the Debtors' plan of reorganization and its accompanying disclosure statement. The Court also sets this timeline for events and exclusivity in the Island One cases: Event Proposed Date ----- ------------- Letter of Interest Deadline Feb. 24, 2011 Bid Deadline March 4, 2011 Evaluation of Qualifying Bids Deadline March 8, 2011 Debtors conduct and complete the Auction March 10, 2011 Deadline for the prevailing bidder and back-up bidder to complete and execute the necessary documents to consummate the transaction March 14, 2011 Exclusivity Deadline for Debtors to file amended joint plan and disclosure statement March 17, 2011 Deadline for return of deposits to bidders who are not selected as either the prevailing or back-up bidder March 17, 2011 Deadline of Debtors' Exclusivity for Acceptance April 20, 2011 Sale/Confirmation Hearing April 20, 2011 About Island One Orlando, Florida-based Island One, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-16177) on Sept. 10, 2010. Tiffany D. Payne, Esq., Elizabeth A. Green, Esq., and Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, in Orlando Fla., represent the Debtors as counsel. In its schedules, the Debtor disclosed $155,100,767 in assets and $310,897,452 in liabilities. IOI Funding I, LLC, a debtor-affiliate, filed for Chapter 11 bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case No. 10-16189). The Debtor disclosed total assets of $9,230,309, and total liabilities of $7,265,160. The Official Committee of Unsecured Creditors in the Chapter 11 cases of Island One, Inc. has tapped Adam Lawton Alpert, Esq., a shareholder, and Bush Ross, P.A. as its general counsel. ISLAND ONE: Can Continue Using Cash Collateral Until April 20 ------------------------------------------------------------- The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida extended Island One, Inc., and its debtor affiliates' use of cash collateral until 5:00 p.m. (ET) on April 20, 2011. As a condition to Texton Financial Corporation and Liberty Bank, N.A.'s consent to the Debtor's use of their Cash Collateral, the Debtors will effectuate a sale and confirmation timetable for the sale of the equity interests in the Debtors, and all or some of the Debtors' assets: Event Proposed Date ----- ------------- Receive additional letters of interest from interested parties for the purchase and sale of the equity/assets of the Debtors Feb. 24, 2011 Bid Deadline March 4, 2011 Evaluation of Qualified Bids March 8, 2011 Debtors conduct and complete the auction March 10, 2011 File Amended Plan and Disclosure Statement March 17, 2011 Plan confirmation hearing April 20, 2011 The Debtors are also required to continue the employment and role of Mackinac Partners as their "Chief Sale Officer." About Island One Orlando, Florida-based Island One, Inc., filed for Chapter 11 bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case No. 10-16177). Tiffany D. Payne, Esq., Elizabeth A. Green, Esq., and Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, in Orlando Fla., represent the Debtors as counsel. In its schedules, the Debtor disclosed $155,100,767 in assets and $310,897,452 in liabilities. IOI Funding I, LLC, a debtor-affiliate, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-16189) on Sept. 10, 2010. The Debtor disclosed total assets of $9,230,309, and total liabilities of $7,265,160. The Official Committee of Unsecured Creditors in the Chapter 11 cases of Island One, Inc. has tapped Adam Lawton Alpert, Esq., a shareholder, and Bush Ross, P.A. as its general counsel. JARDEN CORPORATION: Moody's Puts 'Ba1' Rating on $1.25 Bil. Loan ---------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Jarden Corporation's proposed $1.25 billion senior secured credit facility ($250 million revolver, $500 million term loan A and $500 million term loan B). At the same time, Moody's affirmed all of Jarden's other ratings (Ba3 CFR and PDR, Ba3 senior unsecured notes, B2 senior subordinated notes and SGL-1 Speculative Grade Liquidity Rating). The outlook remains stable. The rating on the existing secured credit facility will be withdrawn upon closing of the new credit facility. Proceeds from the new credit facility and cash will be used to refinance the existing $1,062 million senior credit facility and for general corporate purposes. Term loan A matures in March 2016 and has increasing annual amortization payments with 50% due at maturity. Term loan B matures in March 2018 and amortizes 1% a year with a bullet due at maturity. The revolver expires in 2016 and allows for borrowings in both US dollars and Euros. "The establishment of the new senior secured credit facility is essentially a leverage neutral event, but improves Jarden's debt maturity profile by extending $100 million that was due in 2013 to 2016 and extends $500 million to 2018 that was due in 2015," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. "While Moody's think Jarden had a strong liquidity profile even without this new credit facility, increasing the revolver by $100 million to $250 million and extending the maturity dates just further improves liquidity," Cassidy added. Rating Rationale The Ba3 Corporate Family Rating reflects the company's significant and increasing scale, its leading market position in various niche branded consumer products, diverse product portfolio, broad and expanding geographic diversification, and its strong liquidity profile. The Corporate Family Rating also reflects the acquisitive nature of the company and its propensity to increase shareholder returns despite having relatively high financial leverage at over 5 times. The rating is constrained by the continued uncertainty in discretionary consumer spending, especially for low and middle income consumers, increasing raw material prices and global macro-economic concerns, highlighted by oil currently around $100 a barrel and increasing gas prices. The stable outlook reflects Moody's view that Jarden will grow organically between 3-5% in the near to mid-term while maintaining EBITA margins of around 9% or better (currently 9.2%). The outlook also reflects Moody's assumption that the economic stresses in Europe and the Middle East will not materially impact Jarden's international businesses. Moody's also assumed that Jarden does not pursue debt funded shareholder returns as is its expectation that debt/EBITDA will be reduced to below 5 times by the end of 2011. A downgrade is not likely in the near term. However, a material debt funded acquisition or an unexpected significant shock to the economy could result in a downgrade. Additionally, a deterioration in any of these credit metrics could prompt a downgrade: 1) debt/EBITDA sustained over 5.5 times, 2) low single digit operating margins, 3) low single digit retained cash flow/adjusted debt percentages, or 4) the repeated consumption of cash. A non-strategic acquisition could also prompt a downgrade. An upgrade could occur if Jarden moderates its acquisition appetite and its credit metrics significantly improve from their current levels. For example, debt/EBITDA (currently over 5 times) would need to be below 4 times and EBITA margins (currently under 10%), would need to be in the double digits. Ratings assigned: -- $500 million Term Loan A due March 2016 at Ba1 (LGD 2, 18%); -- $500 million Term Loan B due March 2018 at Ba1 (LGD 2, 18%); -- $250 million revolving credit facility expiring March 2016 at Ba1 (LGD 2, 18%); Ratings affirmed / LGD assessments revised: -- Corporate Family Rating at Ba3; -- Probability of Default Rating at Ba3; -- $650 million senior subordinated notes at B2 (LGD 5, 83% from 82%); -- $472 million senior subordinated notes at B2 (LGD 5, 83% from 82%); -- $300 million Senior Unsecured Notes at Ba3 (LGD 4, 51% from 50%); -- $293 million senior unsecured notes at Ba3 (LGD 4, 51% from 50%); -- Speculative grade liquidity rating at SGL 1 The last rating action was on November 2, 2010, when Moody's rated the $300 million unsecured notes Ba3, downgraded the senior subordinated notes to B2 and affirmed all other ratings, including the Ba3 CFR and PDR. Jarden Corporation is a manufacturer and distributor of niche consumer products used in and around the home. The company's primary segment include Consumer Solutions (which distributes kitchen appliances, and home vacuum packaging systems), Branded Consumables (which distributes playing cards, arts and crafts, plastic cutlery and firelogs), and Outdoor solutions (which distributes a variety of outdoor leisure products under the K2, PureFishing, Coleman and Campingaz brands). Headquartered in Rye, NY the company reported net sales of approximately $6 billion for the year ended Dec. 31, 2010. KE KAILANI: Files Schedules of Assets and Liabilities ----------------------------------------------------- Ke Kailani Development LLC files with the U.S. Bankruptcy Court for the District of Hawaii its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $43,000,000 B. Personal Property $573,092 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $26,114,860 E. Creditors Holding Unsecured Priority Claims $833,153 F. Creditors Holding Unsecured Non-priority Claims $1,190,753 ----------- ----------- TOTAL $43,573,092 $28,138,767 About Ke Kailani Development Honolulu, Hawaii-based Ke Kailani Development, LLC, is a company formed by ex-Home Box Office Chief Executive Michael Fuchs that planned to develop a $100 million luxury home subdivision on the Big Island. The Company sought Chapter 11 protection (Bankr. D. Hawaii Case No. 11-00019) on Jan. 5, 2011. Gary Victor Dubin, Esq., at Dublin Law Offices, in Honolulu, represents the Debtor. The Debtor estimated assets and debts of $10,000,001 to $50,000,000 in its Chapter 11 petition. The bankruptcy filing listed an affiliate of Texas-based Hunt Cos. as the largest creditor, at $22 million, The AP relates. KV PHARMACEUTICAL: Releases Patience Assistance Prgm for Makena --------------------------------------------------------------- K-V Pharmaceutical Company, along with its branded subsidiary, Ther-Rx Corporation, announced the details of its patient assistance program for MakenaTM -eligible patients. Makena will be available for prescribing the week of March 14. "Prior to FDA approval of Makena, women who could benefit from therapy may have faced barriers to access due to the absence of a commercially-available, FDA-approved product," said Greg Divis, Chief Executive Officer, K-V Pharmaceutical Company and President, Ther-Rx Corporation. "We established this comprehensive patient assistance program as part of our commitment to ensure that all eligible women have access to FDA-approved Makena." The patient assistance program for Makena covers both uninsured and insured patients, and is based on income eligibility requirements. The program has been designed with the following guidelines in place: * Insured patients with annual household incomes of up to $100,000 who apply for and are eligible for copay assistance will have a copay of $20 or less per injection for Makena. * Uninsured patients with annual household incomes of up to $60,000 who apply for and are eligible for patient assistance will receive Makena at no cost. Uninsured patients with annual household incomes between $60,000 and $100,000 will be able to acquire Makena at a cost that is comparable to the average copay assigned by commercial insurance plans. The patient assistance program is available as part of the services provided by the Makena Care ConnectionTM, a comprehensive program for patients and healthcare providers that provides administrative, financial, and treatment support for Makena in one single point of contact. Because specialty injectable products like Makena are not typically carried by retail pharmacies, the prescription process for Makena will be managed by this dedicated customer support center. The services designed to support therapy for patients include: * Administrative support including insurance benefit investigation and prescription fulfillment. * Financial and co-pay assistance for eligible insured and uninsured patients with annual household incomes of less than $100,000. * Coordination of treatment support including educational information, home health care service and scheduled treatment reminders. "Ther-Rx recognizes the importance of ensuring that the process of prescribing and obtaining Makena be as easy as possible for healthcare providers and patients," said Divis. "We look forward to providing our customers with an outstanding level of support for Makena." The Makena Care Connection is available by calling 1-800-847-3418. Hours of operation are 8 a.m. to 9 p.m. EST, Monday-Friday. Makena was granted orphan drug designation by the FDA, which is given to treatments that target conditions with an estimated patient population of fewer than 200,000 patients per year. To view the Makena Prescribing Information, please visit http://www.kvpharmaceutical.com/pdf/Makena_PI.pdf. About Ther-Rx Corporation Ther-Rx Corporation is committed to advancing the health of women across all the stages of their lives. To help ensure patients are educated about their health care, Ther-Rx collaborates with leading patient advocacy groups and professional organizations who share this common mission of advancing women's health. About KV Pharmaceutical Company KV Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. On Dec. 23, 2008, the Company announced it had voluntarily suspended all shipments of its FDA approved drug products in tablet form and, effective Jan. 22, 2009, the Company voluntarily suspended the manufacturing and shipment of the remainder of its products, other than three products it distributes but does not manufacture and which do not generate a material amount of revenue for the Company. During the quarter ended June 30, 2010, while not generating any material revenues as a result of the suspension of shipments, the Company had to meet ongoing operating costs related to its employees, facilities and FDA compliance, as well as costs related to the steps the Company currently is taking to prepare for reintroducing the Company's approved products to the market. KV Pharmaceutical has not timely filed its Form 10-K for the year ended March 31, 2010 and its Form 10-Qs for the subsequent quarterly periods. The Company's independent accounting firm, KPMG, resigned on June 25, 2010, and the Company has tapped BDO USA, LLP, to audit the fiscal 2010 financial statements. The Form 10-Q for the quarter ended June 30, 2010, was only filed March 10, 2011. The Company's balance sheet at June 30, 2010 showed $315.48 million in total assets, $488.04 million in total liabilities and a $172.56 million shareholders' deficit. The Company incurred a net loss of $283.61 million on $152.22 million of net revenue for 12 months ended March 31, 2010, compared with a net loss of $313.63 million on $312.33 million of revenue in the same period in fiscal 2009. The Company reported a net loss of $34.60 million on $3.38 million of net revenue for three months ended June 30, 2010, compared with a net loss of $53.95 million on $6.30 million of revenue in the same period in 2009. LAUREATE EDUCATION: Moody's Assigns 'B1' Rating to Senior Loan -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Laureate Education, Inc's proposed credit agreement, consisting of a $300 million senior secured revolving credit facility due 2016 and a $1.295 billion senior secured term loan due 2018. Concurrently, Moody's affirmed the company's B2 corporate family rating, B2 probability-of-default rating, and its various debt ratings. Ratings assigned: -- Proposed $300 million senior secured revolving credit facility due 2016 at B1 (LGD3, 43%); -- Proposed $1.295 billion senior secured term loan due 2018 at B1 (LGD3, 43%). Ratings affirmed: -- Corporate Family Rating at B2; -- Probability-of-Default Rating at B2; -- $260 million 10% senior unsecured notes due 2015 at Caa1 (LGD5, 84%). Point estimate revised from (LGD5, 83%); -- $511 million 10.25%/11% senior unsecured PIK toggle notes due 2015 at Caa1 (LGD5, 84%). Point estimate revised from (LGD5, 83%); -- $286 million 11.75% senior subordinated notes due 2017 at Caa1 (LGD6, 95%). Point estimate revised from (LGD6, 94%). Ratings to be withdrawn at transaction completion: -- Senior secured revolving credit facility due 2013 at B1 (LGD3, 43%); -- Senior secured term loan due 2014 at B1 (LGD3, 43%); -- Delayed draw term loan due 2014 at B1 (LGD3, 43%). Ratings Rationale Proceeds from the proposed credit agreement will primarily be used to refinance the existing credit agreement and reduce revolving credit facility borrowings. Moody's favorably views the transaction to the extent it improves the company's debt maturity profile and enhances liquidity. The affirmation of the ratings reflects Laureate's solid enrollment trends and improved operating income, but also considers its high financial leverage and expectations for modest free cash flow generation due to high levels of discretionary capital spending. Laureate's B2 corporate family rating reflects its high leverage of about 6.0 times based on debt to EBITDA through the twelve months ended Sept. 30, 2010 (including Moody's standard analytical adjustments), aggressive acquisition activity, ongoing earnings volatility largely related to non-operational items, vulnerability to interest rate and currency fluctuations although recognizing the company's efforts to manage these risks, some institution- specific issues that have impacted profitability in recent years, and challenges related to the Department of Education's proposed gainful employment regulations. However, the rating is supported by the company's prominent market position in the international for-profit, post-secondary education space, solid enrollment growth supported by the breadth of its presence in multiple geographies (many of which are growing), continuing successful execution on its growth-oriented strategy, favorable industry fundamentals, and expectation for positive GDP growth in most of the countries it operates, which should support positive enrollment trends. Although Moody's views Laureate's pro forma liquidity profile as good given its significant unrestricted cash balance and available capacity under its revolving credit facility, there are calls on cash in the form of minority put arrangements and mandatory debt payments. The stable outlook reflects Moody's expectation that Laureate will continue to sustain solid revenue growth in excess of 10%, increase its earnings, and improve its operating margins such that debt to EBITDA is reduced below 5.5 times (including Moody's standard analytical adjustments) over the next year. The rating also reflects Moody's expectation that the company will continue to generate modest positive free cash flow and that any acquisition activity will be within expectations. The rating is restrained by modest cash flow generation and weak return on assets. However, to the extent Laureate can improve its margin profile and return on assets, sustain a free cash flow to debt in excess of 5.0%, demonstrate continued profitable enrollment growth, and sustainably reduces financial leverage below 5.0 times, this could result in positive ratings pressure. The ratings or outlook could be pressured if weaker than expected growth in enrollments, and/or a significant ramp-up in debt financed acquisition activity results in debt to EBITDA exceeding 6.5 times or EBITDA less capex declining to 1.0 times. Sustained negative free cash flow and/or reduced cushion under financial covenants could also pressure the ratings. The ratings are subject to the conclusion of the transactions, as proposed, and Moody's review of final documentation. Laureate Education, Inc. is based in Baltimore, Maryland, and operates a leading international network of accredited campus- based and online universities with more than 50 institutions in 21 countries, offering academic programs to over 550,000 students through over 100 campuses and online delivery. Laureate had revenues of approximately $2.7 billion in the twelve months ended Sept. 30, 2010. LEHMAN BROTHERS: Goldman Sachs to File Competing Plan for Lehman ---------------------------------------------------------------- Goldman Sachs Group Inc., seeking to get more money from bankrupt Lehman Brothers Holdings Inc., may propose a liquidation plan for the defunct company that would compete with two rival plans, David McLaughlin and Linda Sandler said in a March 10 Bloomberg News report, citing John Beiers, chief deputy county counsel for San Mateo County in California, and another creditor who declined to be named because the discussions were in private. As of March 15, there are two rival plans of reorganization filed in the Chapter 11 cases of LBHI and its debtor affiliates. The first plan was filed in December 2010 by a group of bondholders led by hedge fund Paulson & Co. and California Public Employees' Retirement System. The second plan was filed by the Debtors in March last year and amended in late January this year. "This really gets under my skin because it is yet another example of big banks taking a position that adversely impacts taxpayers and Main Street," Mr. Beiers said in a phone interview with Bloomberg, referring to the potential plan from Goldman Sachs. Goldman Sachs has been buying claims of another Lehman unit and met with Lehman recently to outline its proposal, the report said, citing the other creditor. Lehman opposes Goldman Sachs's challenge, the person said, according to Bloomberg. Goldman Sachs has filed a $2.5 billion claim against Lehman Brothers Special Financing for derivatives transactions. Goldman filed duplicate claims against LBHI based on guarantees issued by Lehman Brothers Inc. Goldman Sachs has also actively trades Lehman claims, according to court filings, the report noted. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Executives May Escape Prosecution Over Repo Deals ------------------------------------------------------------------ A government investigation into the collapse of Lehman Brothers Holdings Inc. has hit several snags that officials begin to doubt if the company's executives could ever face civil or criminal charges, according to a March 12, 2011 report by The Wall Street Journal. Officials at the U.S. Securities and Exchange Commission have begun to doubt if they can prove that Lehman violated U.S. laws by using the so-called repo transaction to move as much as $50 billion in assets off its balance sheet. The repo transaction is an artificial sale and buy-back deal that enabled Lehman to hide billions of debts from regulators and allowed the company to look healthier when it reported quarterly financial data. The accounting move, while controversial, is not necessarily illegal. A decision on whether to bring civil charges has not yet been reached so far although new evidence still could emerge, the Journal reported, citing people close to the investigation. The SEC has not yet issued a Wells notice to Lehman's auditor, Ernst & Young LLP, which had concluded that the accounting in the Repo 105 transactions was acceptable, the people said. Wells notices are a formal signal that the SEC's enforcement officials have decided they might file civil charges against the recipient. On the other hand, SEC officials generally have concluded that the transactions were consistent with accounting standards, the Journal said. They are not also convinced that Lehman shareholders suffered material harm, according to people familiar with the matter. If SEC officials decide not to take enforcement action against Lehman executives, they likely would escape criminal prosecution too, the Journal related. The Justice Department "tends to follow the SEC's lead in these complex financial cases, so reluctance to pursue civil charges generally means the federal agencies won't take a criminal case," according to Elizabeth Nowicki, a former SEC lawyer and an associate professor at New Orleans-based Tulane University School of Law. A spokeswoman for the Justice Department declined to comment on Lehman but said in a statement the agency will pursue justice if it finds evidence of criminal conduct by Wall Street financiers, lawyers or accountants, the Journal reported. A SEC spokesman also refused to comment. Meanwhile, Ernst & Young said in a statement that it stands "behind our work on the Lehman audit and our opinion that Lehman's financial statements were fairly stated in accordance with the U.S. accounting standards that existed at the time." Ernst & Young also said that it would vigorously defend itself in court. Ernst & Young is facing fraud charges filed in December by the New York attorney general for allegedly giving clean opinions on Lehman's financial statements even though they concealed massive repo transactions instead of exposing the accounting fraud. The attorney general's office, however, may face a high hurdle as it will likely have to prove Ernst & Young never properly disclosed the transactions and gamed the rule for the sole purpose of making Lehman appear less risk-laden. Rules that require more disclosure about financial assets and limit repo accounting have changed only since Lehman's bankruptcy, according to a March 14, 2011 report by The Journal. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Proposes to Sell Stake in Quadrant Structured -------------------------------------------------------------- Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc. seek authority from Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York to sell their 80,000 voting participating shares in Cayman Island-based Quadrant Structured Products Company Ltd. for $90 million. Quadrant Structured, a credit derivatives product company, was formed by LBHI and Magnetar MQ Ltd. in 2007 to engage in the business of selling credit protection in the form of credit default swaps. LBHI received the Quadrant Structured shares, which represents 20% equity stake in the credit derivatives product company, in return for an investment of $80 million. Magnetar holds 80% stake of Quadrant Structured for its $320 million investment. Under the deal, the proceeds of the sale will be paid to and held by LBHI and LCPI jointly, pending determination of the rights of each company to the proceeds. The proceeds will be deposited in an escrow until the closing of the sale. If the purchase agreement is terminated, the proceeds will be returned to Quadrant Structured. The purchase agreement also requires the Lehman units, Magnetar and Quadrant Structured to release each other from claims, which stemmed from the Lehman units' ownership of interests in the credit derivatives product company. The terms of the sale are contained in a 21-page purchase agreement, a full-text copy of which is available without charge at http://bankrupt.com/misc/LBHI_QuadrantSale.pdf The Court will hold a hearing on March 23, 2011, if it receives objections to the proposed sale. The deadline for filing objections is March 16. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Has LB Bankhaus Note Purchase Agreements --------------------------------------------------------- Lehman Brothers Holdings Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York of two note purchase agreements between the company and Dr. Michael C. Frege, the administrator of Lehman Brothers Bankhaus Aktiengesellschaft. LBHI entered into the agreements to purchase the $1.543 billion worth of notes from LB Bankhaus for $957 million. LB Bankhaus acquired those notes from LBHI's brokerage firm, Lehman Brothers Inc., under a repurchase agreement. The notes were issued by special purpose vehicles and are secured by real estate and commercial loans sold or participated by LBHI and its affiliated debtors to the issuers including SASCO 2008-C2 Ltd., Spruce CCS Ltd., and Verano CCS Ltd. Under the deal, LBHI agreed to purchase LB Bankhaus' interest in the notes issued by Spruce and Verano for $332 million, and its interest in the notes issued by SASCO for $625 million, subject to an increased payment of $100 million under certain post- closing conditions. LB Bankhaus currently owns 70.7% of the SASCO notes and 100% of the mezzanine notes issued by the two other SPVs. LBHI also agreed under the deal that LB Bankhaus will have an allowed general unsecured claim in the sum of $273 million on account of the notes in consideration for the big discount on the purchase price. Full-text copies of the note purchase agreements are available without charge at: http://bankrupt.com/misc/LBHI_NPASasco.pdf http://bankrupt.com/misc/LBHI_NPASpruce&Verano.pdf "Considerable value could be realized by purchasing the notes held by LB Bankhaus pursuant to the note purchase agreements at a $586 million discount to the principal amount outstanding," says LBHI's lawyer, Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York. Mr. Krasnow further says that LBHI would be a strategic purchaser of the notes held by LB Bankhaus because the acquisition would enable the company, together with Lehman Commercial Paper Inc., to control 100% of the capital structures of the issuers and to unwind or dissolve those issuers. Both LBHI and LCPI already hold a significant position in the capital structures of the issuers. LBHI currently owns 94.7% and 100% of the senior notes issued by Spruce and Verano, respectively. Meanwhile, LCPI owns 5.3% of senior notes and 100% of subordinated notes issued by Spruce, and 100% of subordinated notes issued by Verano. It also owns 29.3% of notes and 100% of preferred interests in SASCO. Mr. Krasnow further says that maximum value can only be achieved through active management of the real estate and commercial loans but such management is impeded or made difficult by the issuers' ownership of those loans and LB Bankhaus' ownership of the notes. Plan Settlement Agreement The note purchase agreements, and in particular, the purchase price for the notes held by LB Bankhaus, are directly related to a settlement agreement dated March 1, 2011, among LBHI, the company's affiliates, and the LB Bankhaus administrator. The agreement primarily provides for the settlement of claims among the companies. A full-text copy of the settlement agreement is available for free at http://bankrupt.com/misc/LBHI_SettlementDealBankhaus.pdf Over the past two years, LBHI, its affiliated debtors, and LB Bankhaus have been in talks to resolve their inter-company claims, resulting in the execution of the March 1 agreement. The talks focused significantly on that portion of LB Bankhaus' claim against LBHI, which is based on the Security & Collateral Agreement they entered into on August 15, 2002. Pursuant to the SCA, LBHI agreed to post cash collateral to LB Bankhaus with respect to any losses suffered by the latter if either an asset decreases in value below a certain level or a borrower fails to make a payment when due and payable. The notes held by LB Bankhaus are among the assets covered by the SCA. Accordingly, a portion of LB Bankhaus' claim under the SCA relates to those notes and stems from the shortfall in value that the bank suffers on account of those notes. As this shortfall increases, that portion of the SCA claim that relates to the notes increases and vice-versa. Absent a sale of the notes, LBHI and LB Bankhaus must agree on a valuation of the notes to determine the allowed amount, if any, of LB Bankhaus' SCA claim. LBHI has concluded that there is considerable value in the real estate and commercial loans that secure the notes and, therefore, considerable value in the notes themselves. Consequently, in the context of the negotiations over the SCA claim, LBHI concluded that if the company and LB Bankhaus could agree on a price that is fair and reasonable with respect to the notes held by the bank, it would be beneficial for the company to purchase the notes. In this context, LBHI and LB Bankhaus have agreed on the $957 million purchase price for the notes. LBH also agreed that LB Bankhaus will have general unsecured claims in the sum of $10 million for the Spruce notes, $7 million for the Verano notes, and $256 million for the SASCO notes. Mr. Krasnow says LBHI is not yet seeking approval of the March 1 settlement agreement as well as the allowance of any claims against its estate. The settlement agreement, he says, contemplates that LBHI will seek for its approval at a later date in connection with the approval of the company's restructuring plan. Mr. Krasnow adds that the effectiveness of the March 1 settlement agreement, however, is conditioned on the confirmation of LBHI's restructuring plan that incorporates the terms of the settlement agreement. In a court filing, the Official Committee of Unsecured Creditors has expressed support for the approval of the note purchase agreements, saying it will maximize recoveries to the unsecured creditors of LBHI and LCPI. "Both the strategic benefit obtained by the Debtors from control and management of the underlying assets and the favorable pricing for the LB Bankhaus notes will bring significant value to the Debtors' estates," says the Committee's lawyer, Dennis Dunne, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York. The Court will hold a hearing on March 23, 2011, to consider approval of the note purchase agreements. The deadline for filing objections is March 16. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Proposes to Plan Confirmation Discovery Process ---------------------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors seek court approval to implement procedures in connection with discovery related to the confirmation of their Chapter 11 plan of reorganization. The Debtors earlier filed a revised restructuring plan, which gives creditors better recoveries than their initial plan. Under the revised plan, creditors that hold senior unsecured claims against LBHI would recover 21.4% of their claims, up from 17.4% in the original plan. LBHI's general unsecured creditors would recover 19.8% of their claims, up from 14.7%. Irwin Warren, Esq., at Weil Gotshal & Manges LLP, in New York, says the proposed process would streamline the discovery process and permit the Debtors to focus their efforts on operating their businesses and moving their bankruptcy cases towards confirmation. "If the Debtors are unable to establish and implement a uniform set of plan discovery procedures, [they] will be faced with a logjam of duplicative, overlapping and extraordinarily burdensome discovery requests and attendant motion practice at the very time when they need to focus on one of the most critical aspects of the Chapter 11 process," Mr. Warren says in court filings. The proposed procedures generally provide for: (1) access to pertinent, non-privileged documents relating to Chapter 11 plans through a data repository maintained by the Debtors; (2) depositions of individuals who were involved in and familiar with, among other things, the formulation of the plan and the operations of the Global Lehman Enterprise; (3) consolidated discovery requests, both by and upon the Debtors, other Chapter 11 plan proponents and other interested parties and non-parties, to expedite the plan discovery process and ease the administrative burden on the Debtors of responding to multiple, duplicative requests; (4) protections and limitations on access to discovery materials that contain confidential or highly confidential information; (5) protection against inadvertent waiver of privileges, attorney work-product immunity and other legally cognizable privileges to foster access to pertinent materials without delay; and (6) a dispute resolution process which favors consensual resolution by the parties of disputes related to plan discovery but which provides for access to the Court. A description of the proposed procedures is contained in the proposed order, a full-text copy of which is available for free at http://bankrupt.com/misc/LBHI__PlanDiscoveryProcess.pdf The Court will hold a hearing on April 13, 2011, to consider approval of the proposed plan discovery process. The deadline for filing objections is April 1. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: To Recover $579-Mil. from ADR Process ------------------------------------------------------ Weil Gotshal & Manges LLP, Lehman Brothers' legal counsel, filed a status report about the settlement of claims reached through the alternative dispute resolution process. The firm reported that in the past month, the Debtors served eight more ADR notices, bringing the total number of notices served to 110 on 136 counterparties. The Debtors also reached settlement with counterparties in six additional ADR matters, one as a result of mediation. Upon closing of those settlements, the Debtors will recover a total of $579,197,537. Of the 31 ADR matters that reached the mediation stage and concluded, 28 were settled through mediation as of March 14, 2011. Only three mediations were terminated without settlement, the report said. Thirteen more mediations are scheduled to be conducted for the period March 16 to June 2, 2011, according to the report. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEO ROBBINS: Surya Capital Acquires Inventory at Auction -------------------------------------------------------- Working in association with Buxbaum Jewelry Advisors, New York- based Surya Capital recently purchased the inventory of well-known Philadelphia jeweler Robbins Diamonds' flagship store at a sealed bid auction, according to a statement by BuxBaum released via PRNewswire. The inventory of loose diamonds and diamond jewelry was valued at approximately $1.6 million at cost. Leo Robbins & Sons, Inc., which operates under the Robbins Diamonds name. The company operated four stores, including the flagship at Eighth and Walnut Streets in Philadelphia's Jewelers Row district, and branches in Allentown, Pa.; Hamilton, N.J.; and Newark, Delaware The Hamilton location was subsequently closed, followed by closures of the flagship and Allentown stores last month. Robbins continues to operate the Newark superstore. Based in Philadelphia, Pennsylvania, Leo Robbins & Sons Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D. Penn. Case No. 09-19403) on Dec. 6, 2009. Judge Eric L. Frank presides over the case. Aris J. Karalis, Esq., at Maschmeyer Karalis P.C., represents the Debtors. In their petition, the Debtors estimated both assets and debts of between $1 million and $10 million. LIBBEY INC: Reports $70.08 Million Net Income in 2010 ----------------------------------------------------- Libbey Inc. filed its annual report on Form 10-K reporting net income of $70.08 million on $799.79 million of net sales for the year ended Dec. 31, 2010, compared with a net loss of $28.78 million on $748.63 million of net sales during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $818.97 million in total assets, $807.70 million in total liabilities and $11.27 million in total shareholders' equity. A full-text copy of the Annual Report is available for free at: http://ResearchArchives.com/t/s?752b About Libbey Inc. Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass tableware manufacturing plants in the United States in Louisiana and Ohio, as well as in Mexico, China, Portugal and the Netherlands. Libbey supplies tabletop products to foodservice, retail, industrial and business-to-business customers in over 100 countries. * * * Libbey carries 'B' issuer credit ratings, with stable outlook, from Standard & Poor's Ratings Services. On Oct. 28, 2009, Libbey restructured a portion of its debt by exchanging the old 16% Senior Subordinated Secured Payment-in- Kind Notes due December 2011 of subsidiary Libbey Glass Inc., having an outstanding principal amount as of October 28, 2009, of $160.9 million for (i) $80.4 million principal amount of new Senior Subordinated Secured Payment-in-Kind Notes due 2021 of Libbey Glass, and (ii) 933,145 shares of common stock and warrants exercisable for 3,466,856 shares of common stock of Libbey Inc. On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million debt offering of 10.0% Senior Secured Notes due 2015 of Libbey Glass Inc., as well as cash on hand, to (i) repurchase the $306.0 million then outstanding Floating Rate Senior Secured Notes due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK Notes and (iii) pay related fees and expenses. Concurrent with the closing of the offering of the Senior Secured Notes, Libbey entered into an amended and restated $110 million Asset Based Loan facility which, among other terms, extended the maturity date to 2014. LIFECARE HOLDINGS: Gets $287.5-Mil. New Credit Facilities --------------------------------------------------------- According to a regulatory filing on Feb. 1, 2011, LifeCare Holdings, Inc. and its parent company, LCI Holdco, LLC, entered into a credit agreement and related security and guaranty agreements for new senior secured credit facilities with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, J.P. Morgan Securities LLC, as joint lead arranger and sole bookrunner, GE Capital Markets, Inc., as joint lead arranger, General Electric Capital Corporation, as syndication agent, and Bank of America, N.A. and Gleacher & Company, as co-documentation agents. The new senior secured credit facilities consist of (a) an initial $257.5 million senior secured term loan and (b) a senior secured revolving credit facility providing for borrowings of up to $30 million. The terms of the Credit Agreement also provide that the Company has the right to request additional term loan commitments of up to $50 million. The lenders are not required to provide such additional commitments, and any increase in commitments is subject to several conditions precedent and limitations specified in the Credit Agreement, including the consent of the lenders holding a majority of outstanding loans and undrawn commitments. A full-text copy of the regulatory filing is available for free at http://is.gd/Gsob4f About LifeCare Holdings Plano, Tex.-based LifeCare Holdings, Inc. -- http://www.lifecare-hospitals.com/-- operates 19 hospitals located in nine states, consisting of eight "hospital within a hospital" facilities (27% of beds) and 11 freestanding facilities (73% of beds). Through these 19 long-term acute care hospitals, the Company operates a total of 1,057 licensed beds and employ approximately 3,200 people, the majority of whom are registered or licensed nurses and respiratory therapists. Additionally, the Company holds a 50% investment in a joint venture for a 51-bed LTAC hospital located in Muskegon, Michigan. The Company's balance sheet at Sept. 30, 2010, showed $472.5 million in total assets, $482.1 million in total liabilities, and a stockholders' deficit of $9.6 million. * * * LifeCare Holdings carries "Caa1" corporate family and probability of default ratings, with negative outlook, from Moody's Investors Service and a 'CCC-' corporate credit rating, with negative outlook from Standard & Poor's Ratings Services. In November 2010, Standard & Poor's Ratings lowered its corporate credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'. "The downgrade reflects the imminent difficulty the company may have in meeting its bank covenant requirements and the risk of it successfully refinancing significant debt maturing in 2011 and 2012," said Standard & Poor's credit analyst David Peknay. The likelihood of a debt covenant violation is heightened by the company's lack of appreciable operating improvement coupled with a large upcoming tightening of is debt covenant in the first quarter of 2011. Additional equity by the company's financial sponsor may be necessary to avoid a covenant violation. Accordingly, S&P believes the chances of bankruptcy have increased. LOAN EXCHANGE: Seeks to Dismiss Chapter 11 Case ----------------------------------------------- Loan Exchange Group, A California General Partnership, asks Hon. Maureen Tighe of the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, for an order dismissing the case. The case needs to be dismissed so that the first secured creditor, Rubicon, can be paid in full and eliminate the pending foreclosure status, Marc A. Duxbury, Esq., in Carlsbad, California, the Debtor's counsel, told Hon. Tighe. Section 1211(B)(1) of the Bankruptcy Code provides, among other things, that the Court may dismiss or convert a Chapter 11 case for cause, Mr. Duxbury noted. The Debtor filed for Chapter 11 hoping to extend a foreclosure sale of its one major asset to allow time for refinancing. The First Secured Creditor, Rubicon Financial, was set on a foreclosure date, which led the Debtor to seek protection, Mr. Duxbury related. According to Mr. Duxbury, the principal problem in this matter has been completing environmental reports and appraisal to secure refinancing. The Debtor currently has an investor willing to replace the First Trust Deed, which will allow for dismissal of the case, he informed Hon. Tighe. Once dismissal is ordered, the Debtor can complete the necessary transaction, Mr. Duxbury said. About Loan Exchange Loan Exchange Group, a California General Partnership, based in Westlake Village, California, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 10-23699) on Oct. 28, 2010. The Debtor is represented by Marc A. Duxbury, Esq., who has an office in Carlsbad, California. The Debtor estimated its assets and debts at $12,050,570 and $4,920,968. LODGENET INTERACTIVE: Incurs $11.68 Million Net Loss in 2010 ------------------------------------------------------------ LodgeNet Interactive Corporation filed its annual report on Form 10-K, reporting a net loss of $11.68 million on $452.17 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $10.15 million on $484.49 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $444.00 million in total assets, $498.35 million in total liabilities and $54.35 million in total stockholders' deficiency. A full-text copy of the annual report on Form 10-K filed with the U.S. Securities and Exchange Commission is available for free at: http://ResearchArchives.com/t/s?752c About LodgeNet Interactive Sioux Falls, South Dakota-based LodgeNet Interactive Corporation (Nasdaq:LNET), formerly LodgeNet Entertainment Corp. -- http://www.lodgenet.com/-- provides media and connectivity solutions designed to meet the unique needs of hospitality, healthcare and other guest-based businesses. LodgeNet Interactive serves more than 1.9 million hotel rooms worldwide in addition to healthcare facilities throughout the United States. The Company's services include: Interactive Television Solutions, Broadband Internet Solutions, Content Solutions, Professional Solutions and Advertising Media Solutions. LodgeNet Interactive Corporation owns and operates businesses under the industry leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks. * * * Lodgenet carries a 'B3' long term corporate family rating and a 'Caa1' probability of default rating, with 'stable' outlook, from Moody's. It has 'B' long term foreign and local issuer credit ratings, with 'stable' outlook, from Standard & Poor's. "In Moody's opinion, continued cautious investment from LodgeNet's hotel customers will hamper intermediate term growth in its core hospitality services business, and over the long term competing forms of entertainment will pressure this revenue stream as the company seeks to defend its relevance to both hotel operators and hotel guests. The B3 corporate family rating incorporates these weak growth prospects, mitigated somewhat by the company's moderately high financial risk profile and demonstrated capacity to generate positive free cash flow throughout challenging economic conditions, along with a measure of stability from the monthly fees it receives from hotels regardless of occupancy," Moody's said in October 2010. LODGENET INTERACTIVE: Citigroup Global Is 7.2% Equity Owner ----------------------------------------------------------- Citigroup Global Markets Inc., discloses that it beneficially owns 1,944,952 shares of the common stock of LodgeNet Interactive Corporation as of Dec. 31, 2010. The shares held represent 7.2% of the total shares outstanding. About LodgeNet Interactive Sioux Falls, South Dakota-based LodgeNet Interactive Corporation (Nasdaq:LNET), formerly LodgeNet Entertainment Corp. -- http://www.lodgenet.com/-- provides media and connectivity solutions designed to meet the unique needs of hospitality, healthcare and other guest-based businesses. LodgeNet Interactive serves more than 1.9 million hotel rooms worldwide in addition to healthcare facilities throughout the United States. The Company's services include: Interactive Television Solutions, Broadband Internet Solutions, Content Solutions, Professional Solutions and Advertising Media Solutions. LodgeNet Interactive Corporation owns and operates businesses under the industry leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks. The Company's balance sheet at Sept. 30, 2010, showed $454.88 million in total assets, $509.32 million in total liabilities, and a stockholders' deficit of $54.44 million. * * * Lodgenet carries a 'B3' long term corporate family rating and a 'Caa1' probability of default rating, with 'stable' outlook, from Moody's. It has 'B' long term foreign and local issuer credit ratings, with 'stable' outlook, from Standard & Poor's. "In Moody's opinion, continued cautious investment from LodgeNet's hotel customers will hamper intermediate term growth in its core hospitality services business, and over the long term competing forms of entertainment will pressure this revenue stream as the company seeks to defend its relevance to both hotel operators and hotel guests. The B3 corporate family rating incorporates these weak growth prospects, mitigated somewhat by the company's moderately high financial risk profile and demonstrated capacity to generate positive free cash flow throughout challenging economic conditions, along with a measure of stability from the monthly fees it receives from hotels regardless of occupancy," Moody's said in October 2010. LOWER BUCKS: Working on Plan That Gives Control to New Owner ------------------------------------------------------------ Jo Ciavaglia at phillyBurbs.com reports that Lower Bucks Hospital will likely emerge from bankruptcy without a new owner, according to the hospital in paperwork recently filed with the U.S. bankruptcy court seeking another time extension for its restructuring plan. "Although the debtors remain open to a potential sale of their assets, they have concluded -- due to the results thus far of their sale effort -- that a stand-alone plan of reorganization + is in the best interest of all parties," attorneys for the Bristol Township hospital wrote in a recent court paperwork, according to PhillyBurbs. According to the report, the request is the sixth since the hospital filed for Chapter 11 last year. It also is asking for more time to present the plan exclusively to creditors for consideration. In February, the court granted the hospital its fifth extension. A week later, hospital attorneys filed for another 60-day grace period -- until May 9 to file its plan and until July 8 to pitch it to creditors without outside competition. The court approved a bridge order, extending the hospital's plan filing date to April 4, 2011, when another hearing is schedule to consider the longer extensions. Lower Bucks Hospital said it has worked "diligently" toward "developing and refining" a business plan, which has been shared with the committee and bond trustee, according to the hospital's request. The hospital recently revamped its governing board of trustees and is in the process of obtaining necessary funding for a standalone restructuring plan. The Bucks County commissioners approved a plan that will allow the Bucks County Redevelopment Authority to borrow $14 million to help the hospital emerge from bankruptcy, according to PhillyBurbs. Under the plan, the authority assumes possession of the hospital property as collateral. The hospital would then lease or buy back the property as it repays the loan, using revenue from table games at Bensalem's Parx Casino earmarked for the hospital in Pennsylvania's gaming law. The hospital has obtained the consent of its two unions -- Nursing Association of Lower Bucks Hospital PASNAP and the International Union of Operating Engineers, local 835 AFL-CIO -- regarding the termination. It has also submitted a formal request to terminate the plan. About Lower Bucks Hospital Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit hospital based in Bristol, Pennsylvania. The Hospital is currently licensed to operate 183 beds. Together with affiliates Advanced Primary Care Physicians and Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-acre campus with several medical facilities. The Hospital's emergency room serves approximately 30,000 patients annually. For the fiscal year ending June 30, 2009, Lower Bucks had $114 million in consolidated revenues. The Hospital filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 10-10239) on Jan. 13, 2010. The Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced Primary Care Physicians also filed Chapter 11 petitions. Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist the Hospital in its restructuring effort. Donlin, Recano & Company, Inc., is the Hospital's claims and notice agent. The Hospital estimated $50 million to $100 million in assets and $50 million to $100 million in liabilities as of the Chapter 11 filing. LPATH INC: CEO Pancoast Owns 110,200 Shares ------------------------------------------- Scott R. Pancoast, president and CEO of LPATH Inc. disclosed that he beneficially owned 110,200 shares of common stock as of the end of the fiscal year on Dec. 31, 2010. Mr. Pancoast had disposed of 27,900 shares on Dec. 10. About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. According to the Company's 2009 annual report on Form 10-K, Moss Adams LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company had incurred significant cash losses from operations since inception and expects to continue to incur cash losses from operations in 2010 and beyond. At Sept. 30, 2010, LPath had total assets of $4,915,794, total liabilities of $5,891,142, and a stockholders' deficit of $975,348. LYONDELL CHEMICAL: BNY Mellon Still On Hook For $1B Lyondell Suit ----------------------------------------------------------------- Bankruptcy Law360 reports that a group of hedge funds that hold about $1 billion in Basell AF SCA debt told a New York judge Tuesday that a settlement in Lyondell Chemical Co.'s bankruptcy doesn't preclude their case against Bank of New York Mellon. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. Luxembourg-based Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the USUS$12.7 billion merger. Len Blavatnik's Access Industries owned the Company prior to its bankruptcy filing. On Jan. 6, 2009, LyondellBasell Industries' U.S. operations, led by Lyondell Chemical Co., and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities filed for Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 protection on April 24, 2009. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, served as the Debtors' bankruptcy counsel. Evercore Partners served as financial advisors, and Alix Partners and its subsidiary AP Services LLC, served as restructuring advisors. AlixPartners' Kevin M. McShea acted as the Debtors' Chief Restructuring Officer. Clifford Chance LLP served as restructuring advisors to the European entities. LyondellBasell emerged from Chapter 11 bankruptcy protection in May 2010, with a plan that provides the Company with US$3 billion of opening liquidity. A new parent company, LyondellBasell Industries N.V., incorporated in the Netherlands, is the successor of the former parent company, LyondellBasell Industries AF S.C.A., a Luxembourg company that is no longer part of LyondellBasell. LyondellBasell Industries N.V. owns and operates substantially the same businesses as the previous parent company, including subsidiaries that were not involved in the bankruptcy cases. LyondellBasell's corporate seat is Rotterdam, Netherlands, with administrative offices in Houston and Rotterdam. MACY'S INC: S&P Changes Outlook to Positive, Affirms 'BB+' Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on Cincinnati-based Macy's Inc. to positive from stable. At the same time, S&P affirmed all ratings on the company, including S&P's 'BB+' corporate credit rating. "The outlook revision reflects better-than-expected performance over the past year and S&P's anticipation of further operational gains because of the "My Macy's" initiatives," said Standard & Poor's credit analyst David Kuntz. "Another factor is S&P's view that credit protection measures are likely to strengthen over the intermediate term as the company continues to reduce funded debt." MAUI LAND: Swings to $24.75 Million Net Income in 2010 ------------------------------------------------------ Maui Land & Pineapple Company, Inc., filed its annual report on Form 10-K, reporting net income of $24.75 million on $41.95 million of total operating revenues for the year ended Dec. 31, 2010, compared with a net loss of $123.28 million on $50.34 million of total operating revenues during the prior year. For the fourth quarter of 2010, the Company reported net income of $12.0 million, or $0.65 per share, compared to a net loss of $30.4 million, or ($3.76) per share, for the fourth quarter of 2009. Revenues for the fourth quarter of 2010 were $14.7 million, compared to $10.8 million for the fourth quarter of 2009. "MLP's financial results showed continued improvement during 2010 as we strengthened our balance sheet, reduced our overhead costs and resolved several significant legacy obligations," stated Warren H. Haruki, chairman and interim CEO. "While significant challenges remain, we are grateful for the support of our shareholders, creditors, and the community, as we move ahead with our new business model." The Company's balance sheet at Dec. 31, 2010 showed $90.40 million in total assets, $114.65 million in total liabilities and $24.25 million in stockholders' deficiency. Liquidity Included in net income for 2010 were two significant non-cash items; (1) the $16.6 million in settlement and curtailment gains from the termination of postretirement health and life insurance benefits, and (2) the $27.6 million gain from the 2009 sale of the Plantation Golf Course. The Company reported negative cash flows from operations of $9.4 million for the year ended Dec. 31, 2010, which included $5.9 million of income tax refunds received. The Company had an excess of current liabilities over current assets of $25.7 million and a stockholders' deficiency of $24.2 million at Dec. 31, 2010. The excess of current liabilities over current assets is primarily due to deferred revenues related to the sale of the PGC and the Kapalua Bay Golf Course that are expected to be recognized in income in 2011. The Company has two primary credit facilities that have financial covenants requiring among other things, a minimum of $4 million in liquidity, a maximum of $175 million in liabilities, and a limitation on new indebtedness. Failure to satisfy the minimum liquidity covenants or to otherwise default under one credit agreement could result in a default under both credit agreements resulting in all outstanding borrowings becoming immediately due and payable. The Company has pledged a significant portion of its real estate holdings as security for borrowings under these credit facilities. Going Concern Doubt Deloitte & Touche LLP, in its audit report on the Company's financial statements for 2010, said, "the Company's recurring negative cash flows from operations and deficiency in stockholders' equity raise substantial doubt about the Company's ability to continue as a going concern." Deloitte & Touche also expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2009 results. The Company said in the Form 10-K that its cash outlook for the next twelve months and its ability to continue to meet its financial covenants is highly dependent on selling certain real estate assets in a difficult market. If the Company is unable to meet its financial covenants resulting in the borrowings becoming immediately due, the Company would not have sufficient liquidity to repay such outstanding borrowings. In addition, the Company is subject to several commitments and contingencies that could negatively impact its future cash flows, including commitments of up to $35 million related to its investment in Kapalua Bay Holdings, LLC to purchase the spa, beach club improvements and the sundry store, its ongoing dispute with the Ladies Professional Golf Association, a U.S. Equal Employment Opportunity Commission matter related to the Company's discontinued agricultural operations, and funding requirements related to the Company's defined benefit pension plans. A full-text copy of the annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?7532 About Maui Land & Pineapple Company Maui Land & Pineapple Company, Inc. (NYSE: MLP) -- http://mauiland.com/-- is a landholding, real estate development and asset management company headquartered in Maui, Hawaii. The Company owns approximately 24,000 acres of land on Maui, including its principal development, the Kapalua Resort, a 1,650 acre master-planned, destination resort community. MCCLATCHY CO: Fourth Quarter Net Income at $15.8-Mil. ----------------------------------------------------- The McClatchy Company (NYSE-MNI) reported net income from continuing operations in the fourth quarter of 2010 of $15.8 million compared to income of $32.4 million in the 2009 quarter. Revenues in the fourth quarter of 2010 were $369.9 million, down 5.9% from the fourth quarter of 2009. A full text copy of the McClatchy's fourth quarter earnings release is available for free at http://is.gd/nFlt8c About The McClatchy Company Sacramento, Calif.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local websites in each of its markets which extend its audience reach. The websites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The Company's balance sheet at Dec. 26, 2010 showed $3.13 billion in total assets, $2.91 billion in total liabilities and $219.34 million in stockholders' equity. * * * In February 2010, Moody's Investors Service upgraded The McClatchy Company's Corporate Family Rating to Caa1 from Caa2, Probability of Default Rating to Caa1 from Caa2, and senior unsecured and unguaranteed note ratings to Caa2 from Caa3, concluding the review for upgrade initiated on January 27, 2010. The upgrades reflect McClatchy's improved liquidity position and reduced near-term default risk following completion of the company's refinancing, and its ability to stabilize EBITDA performance through significant cost reductions. The rating outlook is stable. Standard & Poor's Ratings Services also raised its corporate credit on Sacramento, California-based The McClatchy Co. to 'B' from 'B-'. The upgrade reflects the significant current and expected moderation in the pace of ad revenue declines in 2010 and 2011 and improving debt leverage and discretionary cash flow. As reported by the Troubled Company Reporter on Feb. 8, 2011, Fitch Ratings has upgraded the Issuer Default Rating of the McClatchy Company to 'B-'. The Rating Outlook is Stable. The revenue declines endured by McClatchy in 2010 were materially lower than Fitch's expectation. Fitch had modeled declines in the mid-teens versus actual declines in the mid-single digits. While Fitch expected the company to focus on cost containment, the company's success exceeded Fitch expectations. Fitch had expected EBITDA to decline more than 10% versus actual EBITDA growth in the mid-single digits. As a result absolute debt and leverage were better than Fitch expectations. Fitch estimates 2010 year end gross unadjusted leverage of approximately 4.7 times. Fitch expects the company will be able to meet its pension funding obligations and satisfy all of its maturities up to and including its senior unsecured notes due in 2014 ($169 million balance as of Sept. 30, 2010). Also, Fitch does not expect McClatchy will have any issues meeting its credit agreement financial covenants (under both Fitch's base and stress cases). MCCLATCHY COMPANY: BlackRock is 5.47% Equity Owner -------------------------------------------------- BlackRock, Inc., disclosed in a Schedule 13G filing that it beneficially owns 3,289,711 shares of common stock of The Mcclatchy Company as of Dec. 31, 2010. The shares held by BlackRock represent 5.47% of the total shares outstanding. About The McClatchy Company Sacramento, Calif.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local websites in each of its markets which extend its audience reach. The websites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The Company's balance sheet at Dec. 26, 2010 showed $3.13 billion in total assets, $2.91 billion in total liabilities and $219.34 million in stockholders' equity. * * * In February 2010, Moody's Investors Service upgraded The McClatchy Company's Corporate Family Rating to Caa1 from Caa2, Probability of Default Rating to Caa1 from Caa2, and senior unsecured and unguaranteed note ratings to Caa2 from Caa3, concluding the review for upgrade initiated on January 27, 2010. The upgrades reflect McClatchy's improved liquidity position and reduced near-term default risk following completion of the company's refinancing, and its ability to stabilize EBITDA performance through significant cost reductions. The rating outlook is stable. Standard & Poor's Ratings Services also raised its corporate credit on Sacramento, California-based The McClatchy Co. to 'B' from 'B-'. The upgrade reflects the significant current and expected moderation in the pace of ad revenue declines in 2010 and 2011 and improving debt leverage and discretionary cash flow. As reported by the Troubled Company Reporter on Feb. 8, 2011, Fitch Ratings has upgraded the Issuer Default Rating of the McClatchy Company to 'B-'. The Rating Outlook is Stable. The revenue declines endured by McClatchy in 2010 were materially lower than Fitch's expectation. Fitch had modeled declines in the mid-teens versus actual declines in the mid-single digits. While Fitch expected the company to focus on cost containment, the company's success exceeded Fitch expectations. Fitch had expected EBITDA to decline more than 10% versus actual EBITDA growth in the mid-single digits. As a result absolute debt and leverage were better than Fitch expectations. Fitch estimates 2010 year end gross unadjusted leverage of approximately 4.7 times. Fitch expects the company will be able to meet its pension funding obligations and satisfy all of its maturities up to and including its senior unsecured notes due in 2014 ($169 million balance as of Sept. 30, 2010). Also, Fitch does not expect McClatchy will have any issues meeting its credit agreement financial covenants (under both Fitch's base and stress cases). MILLENNIUM MULTIPLE: Plan Participants Want Case Converted to Ch 7 ------------------------------------------------------------------ Claude Young, et al., plan participants in Millennium Multiple Employer Welfare Benefit Plan, ask the U.S. Bankruptcy Court for the Western District of Oklahoma to convert the Debtor's Chapter 11 bankruptcy case to a case under Chapter 7. According to the Plan Participants, the Debtor's assets consist almost solely of life insurance policies purchased by duping the Plan Participants into participation in the Debtor's fraudulent scheme. "There is neither a business to reorganize, nor an advantage to liquidating under Chapter 11," the Plan Participants say. The Plan Participants claim that the Debtor freely admits that reorganization is impossible, and has filed a Plan of Liquidation, which calls for the same people which the Plan Participants allege defrauded them to remain in control of the Millennium Plan through liquidation. These individuals have grossly wasted and mismanaged the assets of the Debtor and continue to do so, the Plan Participants say. "In the 9 months since the Debtor filed this Chapter 11 case, it has squandered cash and spent millions of dollars in attorneys' fees getting nowhere. The Debtor has failed to provide evidence of any viable business, and has succeeded only in depleting the limited assets available to satisfy creditors. Although the Debtor wants to continue its reckless spending until final liquidation, which under the plan proposed would take an additional year or two, this case should be converted to a case under Chapter 7 to conserve whatever value remains in the Debtor's assets, promptly liquidate the same and distribute the proceeds to the creditors. It is time to get an independent Trustee appointed who can come in, preserve the assets, liquidate them, and distribute them to the Plan Participants and other creditors in a fair and reasonable manner," the Plan Participants state. Hearing on the Plan Participants' request to have the Debtor's Chapter 11 case converted to Chapter 7 will be held on April 20, 2011, at 1:30 p.m., and, if necessary, will continue on April 21, 2011, at 9:30 a.m. The Plan Participants are represented by Anthony L. Vitullo -- lvitullo@feesmith.com; and Laura Richards Sherry -- lsherry@feesmith.com, at Fee, Smith, Sharp & Vitullo, L.L.P. Richardson, Texas-based Millennium Multiple Employer Welfare Benefit Plan filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-13528) on June 9, 2010. G. Blaine Schwabe, III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists the Company in its restructuring effort. Eric D. Madden, Esq., and Brandon V. Lewis, Esq., at Diamond McCarthy LLP, in Dallas; and Kyung S. Lee, Esq., at Diamond McCarthy LLP, and Kiran A. Phansalkar, Esq., at Conner & Winters LLP, serve as counsel to the Official Committee of Unsecured Creditors. The Company estimated its assets and debts at $50 million to $100 million as of the petition date. MILLENNIUM MULTIPLE: Taps Robert D. Goldstein as Auditor -------------------------------------------------------- Millennium Multiple Employer Welfare Benefit Plan asks for authorization from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Robert D. Goldstein, CPA, as auditor. Before the commencement of the Debtor's bankruptcy case, and continuing as necessary thereafter, Mr. Goldstein provided the Debtor special services surrounding the Debtor's annual reporting obligation under the Employee Retirement Income Security Act of 1974 (ERISA) for the year ending Dec. 31, 2009. In June 2010, the Court authorized the Debtor to employ Mr. Goldstein. The Court approved the compensation of Mr. Goldstein for his services rendered involving the 2009 financial statements. The Debtor has an annual reporting obligation under the Employee Retirement Income Security Act of 1974 (ERISA) for the year ending Dec. 31, 2010. The Debtor requests that it employ Mr. Goldstein to perform his services in order to comply with the required reporting obligation. Mr. Goldstein will audit the Statement of Net Assets Available for Benefits - Modified Cash Basis of the Debtor as of Dec. 31, 201, and the related Statement of Changes in Net Assets Available for Benefits - Modified Cash Basis for the year then ended. Mr. Goldstein will be paid $61,000 for his services. To the best of the Debtor's knowledge, Mr. Goldstein is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. A hearing on the Debtor's request to be allowed to hire Mr. Goldstein will be held on April 20, 2011, at 1:30 p.m., and, if necessary, will continue on April 21, 2011, at 9:30 a.m. Richardson, Texas-based Millennium Multiple Employer Welfare Benefit Plan filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-13528) on June 9, 2010. G. Blaine Schwabe, III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists the Company in its restructuring effort. Eric D. Madden, Esq., and Brandon V. Lewis, Esq., at Diamond McCarthy LLP, in Dallas; and Kyung S. Lee, Esq., at Diamond McCarthy LLP, and Kiran A. Phansalkar, Esq., at Conner & Winters LLP, serve as counsel to the Official Committee of Unsecured Creditors. The Company estimated its assets and debts at $50 million to $100 million as of the petition date. MOLECULAR INSIGHT: QVT Fin'l Says Talks on Restructuring Ongoing ---------------------------------------------------------------- QVT Financial LP, et al., filed with the Securities and Exchange Commission on March 10, 2011, Amendment No. 2 to their Schedule 13D originally filed on June 30, 2010, and amended by Amendment No. 1 filed Jan. 12, 2011, with respect to Molecular Insight Pharmaceuticals, Inc.'s common stock, par value $0.01 per share, to amend Item 4. Purpose of Transaction. in its entirety. This is related to ongoing discussions between QVT Associates GP LLC, as general partner for the QVT Bondholders, and certain other stockholders of the Company regarding certain restructuring proposals presented by the Company to its stakeholders on June 21, 2010. The other stakeholders are Taconic Opportunity Fund LP, McDonnell Loan Opportunity Fund Ltd., Highland Capital Management, L.P. and Pioneer Floating Rate Trust. The Reporting Persons and one or more of the other stakeholders collectively beneficially own approximately $200 million in principal amount of the Company's Senior Secured Floating Rate Bonds due 2012. A full-text copy of the SC 13D Amendment No. 2 is available for free at http://researcharchives.com/t/s?7500 A full-text copy of the original SC 13D filing is available for free at http://researcharchives.com/t/s?722f A full-text copy of SC 13D Amendment No. 1 is available for free at http://researcharchives.com/t/s?7230 About Molecular Insight Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals, Inc., is a clinical-stage biopharmaceutical company that provides services on the detection and treatment of various forms of cancer and other life-threatening diseases. The Debtor disclosed $36,453,000 in total assets and $198,829,000 in total debts as of Sept. 30, 2010. Molecular Insight filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010. Kramer Levin Naftalis & Franklin LLP serves as the Debtor's lead bankruptcy counsel. Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, serves as the Debtor's local Massachusetts counsel. Foley & Lardner LLP is the Debtor's special counsel. Tatum LLC, a division of SFN Professional Services LLC, is the Debtor's financial consultant. Omni Management Group, LLC, is the claims, and balloting agent. MONEYGRAM INT'L: Guardian Life Is 15.4% Equity Owner ---------------------------------------------------- The Guardian Life Insurance Company of America disclosed in a third amendment to its Schedule 13G that it owns 12,794,807 shares of the common stock of MoneyGram International, Inc., as of Dec. 31, 2010. The shares held by Guardian represent 15.4% of the total shares outstanding as. 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. MORGANS HOTEL: Parag Vora Discloses 6.70% Equity Stake ------------------------------------------------------ In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Parag Vora and his affiliates disclosed that they beneficially own 2,025,000 shares of common stock of Morgans Hotel Group Co. representing 6.70% of the shares outstanding. A copy of the filing is available for free at: http://ResearchArchives.com/t/s?7528 About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company's balance sheet at Sept. 30, 2010, showed $759.10 million in total assets, $801.22 million in total liabilities, and a stockholders' deficit of $42.12 million. The Company reported a net loss of $83.07 million on $236.37 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $101.60 million on $225.05 million of total revenue during the prior year. NAVISTAR INTERNATIONAL: Fitch Lifts Issuer Default Rating to 'BB' ----------------------------------------------------------------- Fitch Ratings has upgraded the Issuer Default Ratings for Navistar International Corporation and Navistar Financial Corporation to 'BB' from 'BB-'. The Rating Outlook is Stable. The rating upgrade reflects NAV's operating performance through the downturn, solid credit metrics for the rating, Fitch's expectation that the company will generate positive annual free cash flow, and an improving financial profile at NFC as it transfers retail business to GE Capital. Other rating strengths include strong growth in NAV's North American truck market that could continue through at least 2012, leading market shares in the U.S. and Canada for medium and heavy duty trucks, attractive military and parts businesses, a broad distribution network, and an adequate liquidity position. Litigation surrounding past financial restatements and accounting controls has largely been resolved. NAV's leverage is down from peak levels and should decline further as earnings benefit from higher sales volumes and an improved cost structure. At Jan. 31, 2011 debt/EBITDA, excluding NFC, was 3.0 times. Fitch estimates debt/EBITDA could decline below 2.5x by the end of fiscal 2011. Financial results are likely to experience some pressure in the near term from realignment costs and one-time costs related to the UAW agreement. Despite these pressures, margins can be expected to increase as NAV realizes operating efficiencies related to higher sales volumes and a more flexible manufacturing system. Results in the first quarter of 2011 included the negative impact of product development expenses for NAV's new big-bore emission technology, including the new 15-liter engine, which were largely completed during the quarter. Orders in recent months have been strong which should support better results during the remainder of 2011 and into 2012. Industry production should grow significantly as truck owners replace aging fleets and eventually add capacity if the economy continues to improve. NAV estimates production in its North American Class 6-8 and bus markets in fiscal 2011 could increase 25%-35%, which Fitch views as realistic and would represent a return to long term average levels. Rating concerns include the highly cyclical nature of NAV's truck markets, low margins and free cash flow, large pension obligations, and uncertainty about the long-term success of the company's exhaust gas recirculation (EGR) engine technology. NAV's 2010 EPA-compliant EGR-only engines have met or exceeded performance specifications. All other truck makers in the U.S. and Canada use selective catalytic reduction (SCR) after-treatment technology to help meet emissions requirements. There is no industry-wide consensus about which technology strategy is superior or may become dominant. The potential impact of NAV's EGR-only strategy on its competitive position represents a risk until the success of each technology becomes clear. Due to its EGR-only strategy, fiscal 2011 will be the first full year all vehicles sold by NAV in the U.S. and Canada will use NAV engines exclusively, including NAV's first 15-liter engine launched in the first quarter of fiscal 2011. NAV anticipates the engine could eventually represent 10% of its class 8 truck sales, compared to almost two-thirds of customers in 2009 who bought 15- liter engines. NAV's success at converting customers to 13-liter engines remains a risk and will be a factor in its long-term competitive position. NAV's decision to produce its engines internally partly mitigates the loss of Ford engine business in early 2010. NAV also sells engines to other OEMs although they are a small part of NAV's total sales. Another concern is the concentration of NAV's revenue in the U.S. and Canada. It is taking steps to address this concern including investing in joint ventures in other regions such as Brazil, India and China. NAV has a well-established engine business in South America and is increasing its presence in adjacent product lines such as military vehicles and recreational vehicles. Approximately 80% of NAV's revenue was located in the U.S. and Canada in 2010. NAV's exposure to the cyclical truck market is also offset by its parts and military vehicle business. Military vehicles are largely variations of NAV's commercial trucks. NAV expects its military business to generate $1.5-$2 billion of annual sales over the long term. This level of sales includes parts and military variations of NAV's commercial trucks and is not dependent on sales of MRAP vehicles which can be volatile and have an uncertain outlook given the forecasted decline in DOD expenditures in Iraq and Afghanistan. NAV estimates that 40% of military sales could be generated outside the U.S. by 2013. The ratings or Outlook could be revised upward if margins and free cash flow improve consistently, NAV's EGR strategy is successful, the company's cost controls and product development are effective, and diversification into other product and geographic markets helps to dampen cyclical results over the long term. The ratings and Outlook could be negatively affected if EGR technology causes NAV's market share to fall materially, free cash flow and liquidity are insufficient to fund NAV's product development and investments in joint ventures, or in the event of a significant, unexpected downturn in truck demand in the near term. Fitch estimates that NAV's free cash flow will continue to be positive on an annual basis. It could improve modestly from $161 million reported in 2010 as sales volumes rise and margins improve. NAV estimates it reduced its cost structure by $100 million in 2010 as it moved to a flexible manufacturing system. These savings exclude the impact of increased operating flexibility related to the new labor agreement with the UAW in October 2010. Capital expenditures, which have been relatively low in recent years, may increase toward the upper end of NAV's normal range of $250 million to $350 million. The higher spending level partly reflects the planned relocation of NAV's headquarters and certain engine operations which will be funded from proceeds of revenue bonds issued in October 2010. NAV can also be expected to use cash for additional investments in its joint ventures. NAV expects to increase pension contributions in 2011 to $178 million compared to $115 million in 2010. Contributions could be at least $193 million annually from 2012 through 2014. These amounts are less than previously indicated due to the longer amortization permitted under the Pension Relief Act of 2010. At the end of fiscal 2010, NAV's pension plans were underfunded by roughly $1.5 billion (62% funded), largely unchanged from the prior year. Future contributions will depend on asset returns and the discount rate which was near historically low levels at the end of fiscal 2010. At Jan. 31, 2011, Navistar's liquidity excluding NFC included $762 million of cash and marketable securities and availability under a $200 million revolver. These amounts were offset by approximately $134 million of debt due within one year. Scheduled debt repayments are less than $150 million annually until 2014 when $570 million of convertible notes mature. Fitch expects NFC's retail portfolio to continue to reduce in size over the next couple of years due to the GE funding agreement on retail notes. NFC will continue to provide wholesale floorplan financing to its dealers and will be an important part of the overall Navistar business model by continuing to enhance Navistar's ability to sell trucks. At NFC, profitability improved in 2010 due in part to declines in provisions for credit losses. Delinquencies improved significantly during the year. NFC's earning assets fell as a decline in retail notes more than offset an increase in wholesale notes as dealers replenished inventories from historical lows. The decline in the amount of retail notes outstanding reflects the impact of NFC's agreement with GECC in 2010. Under the agreement, GECC will fund the retail portion of NFC's business. The agreement reduces NFC's funding and capital needs while allowing NAV to offer financing to its retail customers, including a greater share of fleet customers than NFC could provide on its own. The agreement is in place for three years and includes automatic annual extensions. It can be terminated early by either party with a one-year advance notice. NFC's improving financial profile reduces previous concerns about potential support required from NAV. Furthermore, NAV should benefit from NFC's ability to support NAV's dealers as industry demand recovers. Fitch's ratings cover approximately $2 billion of debt at NAV, including project bonds, and $2.6 billion of outstanding debt at Navistar Financial Corp. as of Jan. 31, 2011. Fitch has upgraded the ratings: Navistar International Corporation -- IDR to 'BB' from 'BB-'; -- Senior unsecured notes to 'BB' from 'BB-'; -- The County of Cook, Illinois recovery zone revenue facility bonds (Navistar International Corporation Project) series 2010 to 'BB' from 'BB-'; -- Illinois Finance Authority recovery zone revenue facility bonds (Navistar International Corporation Project) series 2010 to 'BB' from 'BB-'; -- Senior subordinated notes to 'B+' from 'B'. Navistar Financial Corporation -- IDR to 'BB' from 'BB-'; -- Senior unsecured bank credit facilities to 'BB' from 'BB-'. Due to NFC's close operating relationship and importance to the parent, its ratings are directly linked to those of the ultimate parent. The relationship is governed by the Master Intercompany Agreement, and there is a requirement referenced in the NFC credit agreement requiring Navistar, Inc. and NAV to own 100% of NFC's equity at all times. NAVISTAR INTERNATIONAL: S. McChrystal Does Not Own Any Securities ----------------------------------------------------------------- In a Form 3 filing with the U.S. Securities and Exchange Commission, Stanley A. McChrystal, a director at Navistar International Corp., disclosed that he does not own any securities of the Company. About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. The Company's balance sheet at Jan. 31, 2011 showed $9.27 billion in total assets, $10.11 billion in total liabilities, $7 million in redeemable equity securities and $839 million in total stockholders' deficit. Navistar has a 'BB-/Stable/--' corporate credit rating from Standard & Poor's and a 'B1' Corporate Family Rating and Probability of Default Rating from Moody's Investors Service. Moody's said in October 2010 that Navistar's B1 rating could improve if the North American truck market remains on track for a sustained recovery into 2011, and Navistar's operational initiatives to moderate its vulnerability to the truck cycle show evidence of taking hold. NEW STREAM: Issues Statement Regarding Chapter 11 Case ------------------------------------------------------ New Stream Capital, LLC issued the these statement regarding the Chapter 11 case it and three of its affiliates recently filed in U.S. Bankruptcy Court for the District of Delaware. "New Stream already has reached out to the SEC to determine how to better meet its expectations. New Stream is committed to continuing its work to maximize value for the various constituents in these bankruptcy proceedings." "New Stream was pleased with the outcome of yesterday's hearing," stated Michael Buenzow, a senior managing director at FTI Consulting, Inc. who is functioning as New Stream"s chief restructuring officer. "The court entered the necessary first day orders that will now enable New Stream to expeditiously proceed with its plan of reorganization. "Of course, New Stream was very concerned by the suggestion from the SEC that New Stream is not cooperating fast enough with information requests from the SEC, as New Stream continues to put significant resources toward responding to the SEC's requests for information. In our view, we have been working cooperatively with the agency and made substantial information and documents available in response to its requests. "New Stream already has reached out to the SEC to determine how to better meet its expectations. New Stream is committed to continuing its work to maximize value for the various constituents in these bankruptcy proceedings." About New Stream Entities New Stream is an inter-related group of companies that collectively comprise an investment fund, headquartered in Ridgefield, Connecticut. Founded in 2002, New Stream focuses on providing non-traded private debt to the insurance, real estate and commercial finance sectors. New Stream Secured Capital, Inc., and three affiliates (New Stream Insurance, LLC, New Stream Capital, LLC, and New Stream Secured Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-10753) on March 13, 2011, with a proposed prepackaged Chapter 11 plan. Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J. Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP, serve as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. NSSC, Inc., estimated its assets and debts at up to $50,000. NSC estimated its assets at $100,000 to $500,000 and debts at $50,000 to $100,000. NSI estimated its assets at $100 million to $500 million and debts at $50 million to $100 million. NSSC, LP, estimated its assets and debts at $500 million to $1 billion. NSI's insurance portfolio is being sold for $184.35 million as part of the Chapter 11 plan. The aggregate indebtedness secured by the investment portfolio of NSSC is $688,412,974. NSI owes $81,573,376 to certain account classes under a Bermuda fund. On March 7, 2011, when New Stream was still soliciting votes on the Chapter 11 plan, certain investors filed a petition (Bankr. D. Del. Lead Case No. 11-10690) seeking to force three new stream funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy. The petitioning investors in the New Stream investment enterprise say they are collectively owed over $90 million, representing roughly 28% of the approximately $320 million owed to all U.S. and Cayman investors. The Petitioners are represented by (i) Joseph H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A. Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M. Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee, P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law Offices, in New York, and (iii) John M Bradham, Esq., and David Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York. NEW STREAM: Taps Kurtzman Carson as Notice and Claims Agent ----------------------------------------------------------- New Stream Secured Capital, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for authority to employ Kurtzman Carson Consultants LLC as their notice, claims and solicitation agent, nunc pro tunc to the petition date. KCC will provide noticing, claims processing and balloting administration services, which will include, among others: a. Preparing and serving required notices in the Chapter 11 cases; b. Within seven days after the mailing of a particular notice, filing with the Court a copy of the notice served with a certificate of service attached indicating the name and complete address of each party served; c. Receiving, examining, and maintaining copies of all proofs of claim and proofs of interest filed in the Chapter 11 cases; and d. Maintaining official claims registers in the Chapter 11 cases by docketing all proofs of claim and proofs of interest in a claims database. The terms and conditions of KCC's employment, including the fees to be charged by KCC in connection with these cases, will be as those set forth in the Application and Services Agreement dated Dec. 23, 2010, entered into by and between KCC and the Debtors. Albert Kass, the Vice President of Corporate Restructuring Services of KCC, assures the Bankruptcy Court that KCC neither holds or represents an interest materially adverse to the Debtors' estates in connection with any matter for which KCC will be employed, and that KCC is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About New Stream Entities New Stream is an inter-related group of companies that collectively comprise an investment fund, headquartered in Ridgefield, Connecticut. Founded in 2002, New Stream focuses on providing non-traded private debt to the insurance, real estate and commercial finance sectors. New Stream Secured Capital, Inc., and three affiliates (New Stream Insurance, LLC, New Stream Capital, LLC, and New Stream Secured Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-10753) on March 13, 2011, with a proposed prepackaged Chapter 11 plan. Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J. Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP, serve as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. NSSC, Inc., estimated its assets and debts at up to $50,000. NSC estimated its assets at $100,000 to $500,000 and debts at $50,000 to $100,000. NSI estimated its assets at $100 million to $500 million and debts at $50 million to $100 million. NSSC, LP, estimated its assets and debts at $500 million to $1 billion. NSI's insurance portfolio is being sold for $184.35 million as part of the Chapter 11 plan. The aggregate indebtedness secured by the investment portfolio of NSSC is $688,412,974. NSI owes $81,573,376 to certain account classes under a Bermuda fund. On March 7, 2011, when New Stream was still soliciting votes on the Chapter 11 plan, certain investors filed a petition (Bankr. D. Del. Lead Case No. 11-10690) seeking to force three new stream funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy. The petitioning investors in the New Stream investment enterprise say they 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 petitions a request for an immediate appointment of a Chapter 11 trustee to take over management of the assets. The prepackaged plan offered by New Stream, according to the Investors, "offers a mere pittance to the US/Cayman Investors, funded primarily with 'gifts' from allegedly senior classes traceable to funds supplied by the US/Cayman Investors in the first place; gives the Bermuda feeder fund, the purported senior lien holder, the vast majority of all plan distributions; and grants releases to all wrongdoers; this after admitting to losing almost $500 million on assets that the Fund Manager valued at $800 million less than three years ago." The Petitioners are represented by (i) Joseph H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A. Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M. Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee, P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law Offices, in New York, and (iii) John M Bradham, Esq., and David Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York. NMT MEDICAL: Common Stock Delisted From NASDAQ ---------------------------------------------- NMT Medical Inc notified the U.S. Securities and Exchange Commission regarding the removal from listing or registration of its common stock from the NASDAQ Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. About NMT Medical Based in Boston, NMT Medical, Inc. (NASDAQ: NMTI) -- http://www.nmtmedical.com/-- is an advanced medical technology company that designs, develops, manufactures and markets proprietary implant technologies that allow interventional cardiologists to treat structural heart disease through minimally invasive, catheter-based procedures. The Company's balance sheet at Sept. 30, 2010, showed $7.78 million in total assets, $9.75 million in total liabilities, and a stockholders' deficit of $1.97 million. The Company has incurred losses from operations during each of the past two fiscal years and has experienced decreasing sales over those time periods. The Company also incurred a loss from operations of $10.71 million for the nine months ended Sept. 30, 2010. The Company has also had negative operating cash flows over the comparable periods, have approximately $3.40 million in cash, cash equivalents and marketable securities as of Sept. 30, 2010, and has an accumulated deficit of $59.21 million as of Sept. 30, 2010. NOVASTAR FINANCIAL: Offers to Purchase Series C Preferred Stock --------------------------------------------------------------- Novastar Financial, Inc. filed with the U.S. Securities and Exchange Commission a Schedule 13E-3 relating to its offer to purchase each of the issued and outstanding shares of 8.90% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, at a purchase price of, at the election of the holder, (i) 3 shares of newly-issued common stock of the Company, par value $0.01, and $2.00 in cash, or (ii) 19 shares of newly-issued Common Stock, each option subject to allocation and proration, upon the terms and subject to the conditions set forth in the proxy statement/consent solicitation/prospectus. Because the board of directors of the Company approved the Series C offer, in which of the Company will offer to purchase all the outstanding shares, the Company will be considered to be engaged in a "going private" transaction upon commencement of the Offer and is therefore filing this Schedule 13E-3. About NovaStar Kansas City, Missouri-based NovaStar Financial, Inc. (OTCQB: Common Stock: NOVS; Series C Preferred Stock: NOVSP), is currently engaged in managing its portfolio of nonconforming residential mortgage securities and owning and operating two majority owned subsidiaries: StreetLinks National Appraisal Services LLC, a national residential appraisal and real estate valuation management services company; Advent Financial Services LLC, a start-up business which provides access to tailored banking accounts, small dollar banking products and related services to low and moderate income level individuals. Prior to 2008, NovaStar originated, securitized, sold and serviced residential nonconforming mortgage loans. The Company's balance sheet at Sept. 30, 2010, showed $41.13 million in total assets, $143.78 million in total liabilities, and a stockholders' deficit of $102.64 million. OLD NATIONAL: Fitch Affirms Individual Rating at 'B/C' ------------------------------------------------------ Fitch Ratings has affirmed all ratings for Old National Bancorp and its principal banking subsidiaries, including the long-term Issuer Default Rating of 'BBB' and the short-term IDR of 'F2'. The Rating Outlook is Stable. The action reflects ONB's sound capital position, manageable level of problem assets, and continued profitability over the course of the credit cycle. The company's tangible common equity ratio improved to 9.68% as of Dec. 31, 2010, which compares favorably with its Fitch rated peer group. Regulatory ratios also remain sound with a Tier 1 ratio of 13.60% and a total risk-based capital ratio of 14.80%. Fitch notes that the company's regulatory capital ratios declined from the third quarter of 2010 due to ONB's decision to retire $100 million of relatively high-cost trust-preferred securities toward the end of the fourth quarter. The total amount of non-performing assets leveled off during 2010, though there remains some modest lumpiness in non-accrual loans. That said, NPAs as a percentage of gross loans plus other real estate owned remains very manageable at 2.04% as of Dec. 31, 2010, and also compares favorably with the company's Fitch rated peer group. Furthermore, given the aforementioned strong capital ratios Fitch believes there is ample cushion to absorb any unexpected loan losses should they eventuate. ONB's ratings are further supported by the company's continued profitability over the course of the credit cycle, as earnings have been able to absorb elevated credit costs. In 2010, ONB's earnings improved due to lower provision expense and continued cost reduction initiatives. Furthermore, as a relatively small regional bank, the company's non-interest income at about 35% of overall revenue is decent and also adds some stability to earnings, thereby helping to support Fitch's Stable Outlook. Fitch expects the company to continue to focus on reducing costs by continuing to rationalize its operations and opportunistically retiring additional wholesale funding, given that revenue growth remains challenging amid weak loan demand across ONB's footprint. Given the company's strong capital position and challenging revenue growth, ONB is seeking to expand its franchise via acquisition. To this end, the company closed its all-stock purchase of Monroe Bancorp in January 2011, which boosted the company's asset base by approximately 10% and enhanced ONB's position in the Indianapolis and Bloomington, Indiana markets. Fitch expects the company to make additional acquisitions over the course of the next two years should opportunities become available. Otherwise, Fitch would expect ONB to eventually return capital to shareholders via modest stock buybacks. Fitch views ONB's ratings to be solidly situated at their current level. However, given the company's aforementioned acquisition strategy should ONB overpay for a large acquisition or make a rapid series of smaller acquisitions, ratings could come under pressure. Alternatively, should ONB significantly enhance its franchise over time and also generate sustained higher long-term profitability, there could be some modest upside to current ratings. ONB is a $7.2 billion bank holding company based in Evansville, IN, with operations spanning its core markets of Indiana, southern Illinois, and western Kentucky. Fitch has affirmed these ratings: Old National Bancorp -- Long-term IDR at 'BBB'; -- Short-term IDR at 'F2; -- Individual at 'B/C'; -- Support at '5'; -- Support floor at 'NF'. Old National Bank -- Long-term IDR at 'BBB'; -- Short-term IDR at 'F2'; -- Long-term deposits at 'BBB+'; -- Short-term deposits at 'F2' -- Subordinated debt at 'BBB-'; -- Individual at 'B/C'; -- Support at '5'; -- Support floor at 'NF'. St. Joseph Capital Trust I and II -- Preferred stock at 'BB+'. The Rating Outlook is Stable. OMNICOMM SYSTEMS: Mentor Capital Head Has 8.7% Equity Stake ----------------------------------------------------------- Fernando Montero filed a Schedule 13G reporting that he beneficially owns 7,798,411 shares of common Stock, par value $.001 per share, Omnicomm Systems, Inc. as of Dec. 31, 2010. The shares represent 8.7% of the total shares outstanding. Mr. Montero is president, director and sole shareholder of Mentor Capital Corporation. About OmniComm Systems Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB) -- http://www.OmniComm.com/-- provides customer-driven Internet solutions to pharmaceutical, biotechnology, research and medical device organizations that conduct life changing clinical trial research. OmniComm Systems, Inc.'s balance sheet at Sept. 30, 2010, showed total assets of $2,876,914, total liabilities of $21,122,182, and a stockholders' deficit of $18,245,268. Going Concern Doubt Greenberg & Company LLC, in Springfield, N.J., 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 losses and has a net capital deficiency. OPTI CANADA: Fir Tree Discloses 4.8% Equity Stake ------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Fir Tree, Inc. and its affiliates disclosed that they beneficially own 13,490,000 shares of common stock of representing 4.8% of the shares outstanding. A copy of the filing is available for free at http://ResearchArchives.com/t/s?7526 About OPTI Canada OPTI Canada Inc. is a Calgary, Alberta-based company focused on developing major oil sands projects in Canada using its proprietary OrCrude(TM) process. OPTI's common shares trade on the Toronto Stock Exchange under the symbol OPC. * * * OPTI Canada carries a 'CCC+' long-term corporate credit rating from Standard & Poor's Ratings Services. It has a 'Caa2' corporate family rating from Moody's Investors Service. "S&P base its decision to lower the ratings on the increasing financing burden associated with OPTI's debt and the widening gap between potential cash flow generation, and financing and spending obligations," said Standard & Poor's credit analyst Michelle Dathorne in August 2010, to explain S&P's downgrade of the corporate rating to 'CCC+' from 'B-'. "Our estimates of the operating cash flows necessary for the company to fund all required financing obligations and capital spending internally provide no allowances for production shortfalls or commodity-price weakness from now until 2012. This lack of financial flexibility is characteristic of a credit profile in the 'CCC' category," Ms. Dathorne added. OPTI CANADA: Feb. Bitumen at 23,100 Barrels Per Day --------------------------------------------------- OPTI Canada announced March 16 that February bitumen production from its Long Lake Project averaged approximately 23,100 barrels per day (bbl/d) (8,100 bbl/d net to OPTI) with average steam injection rates of approximately 130,300 bbl/d. Production and steam injection were lower than January levels of approximately 27,000 bbl/d of bitumen (9,450 bbl/d net to OPTI) and steam injection rates averaged approximately 155,700 bbl/d. The decrease in production and steam rates from January was primarily due to a 10 day maintenance shutdown of one of the hot lime softening (HLS) units to address previously announced water treatment issues. These issues have been largely resolved by the cleaning out of the first of three HLS units. With the HLS unit cleaned out and returned to service, we have all of the steam capability the reservoir requires, with recent steam injection rates of approximately 175,100 bbl/d. Recent bitumen production has ramped up to approximately 29,300 bbl/d (10,300 bbl/d net to OPTI). OPTI also presented an overview of the Project Update via webcast on March 16. Chris Slubicki, President and Chief Executive Officer hosted the webcast. About OPTI Canada OPTI Canada Inc. is a Calgary, Alberta-based company focused on developing major oil sands projects in Canada using its proprietary OrCrude(TM) process. OPTI's common shares trade on the Toronto Stock Exchange under the symbol OPC. Opti Canada reported a net loss and comprehensive loss of C$273.82 million on C$249.80 million of revenue for the year ended Dec. 31, 2010, compared with a net loss and comprehensive loss of C$306.16 million on C$143.84 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed C$3.79 billion in total assets, C$2.75 billion in total liabilities and C$1.04 billion in shareholders' equity. OPTI conducted a conference call to review the Company's year end 2010 financial and operating results on Feb. Chris Slubicki, President and Chief Executive Officer, and Travis Beatty, Vice President, Finance and Chief Financial Officer hosted the call. * * * OPTI Canada carries a 'CCC+' long-term corporate credit rating from Standard & Poor's Ratings Services. It has a 'Caa2' corporate family rating from Moody's Investors Service. "S&P base its decision to lower the ratings on the increasing financing burden associated with OPTI's debt and the widening gap between potential cash flow generation, and financing and spending obligations," said Standard & Poor's credit analyst Michelle Dathorne in August 2010, to explain S&P's downgrade of the corporate rating to 'CCC+' from 'B-'. "Our estimates of the operating cash flows necessary for the company to fund all required financing obligations and capital spending internally provide no allowances for production shortfalls or commodity-price weakness from now until 2012. This lack of financial flexibility is characteristic of a credit profile in the 'CCC' category," Ms. Dathorne added. PANZAR KFC: To Auction Off Leasehold Interests on June 9 -------------------------------------------------------- Adrianne Pasquarelli, writing for Crain's New York Business, reports that no less than 20 New York City Kentucky Fried Chicken outposts are up for auction with winners to be announced June 9. "We're selling the lease-hold interest and the franchise," said Richard Maltz, vice president of the real estate auction division at Plainview, N.Y.-based David R. Maltz & Co., according to the report. "They could be sold in groups or individually," Mr. Maltz said. According to Crain's, the former owners of the KFC franchises, Paul and Joseph Panzarella, operated the sites filing for Chapter 11 bankruptcy protection last year. The Panzarellas filed under the corporate entities of SQ KFC and Panzar KFC. Crain's relates the eateries, which are still operating, average 2,000 square feet. On average, the outposts each have around 15 years remaining on their leases. The Panzarellas had also been involved in litigation with parent company KFC, involving a trademark dispute and failure to pay the financial fees associated with their franchise agreement, according to legal documents. "The bankruptcy was a cash flow issue and had to do with the economy," said Robin Abramowitz, the Lazer Aptheker Rosella & Yedid attorney representing the Panzarellas, according to Crain's. "They filed for bankruptcy to preserve the assets, and the way we're paying the creditors is to sell the assets -- the locations." According to Crain's, bids for the assets are due by April 15, but current franchisees have a May 13 deadline. The auction will take place on June 9. Crain's relates that, though Mr. Maltz could not say how much each location might sell for, he noted that it typically costs over $1 million to start a single KFC franchise. About Panzar KFC Based in Valley Stream, New York, Panzar KFC Food LLC and several affiliates filed for Chapter 11 (Bankr. E.D.N.Y. Lead Case No. 10- 71705) on March 16, 2010, Judge Alan S. Trust presiding. Robin S. Abramowitz, Esq. -- abramowitz@larypc.com -- at Lazer Aptheker Rosella & Yedid, serves as bankruptcy counsel. In its petition, the Debtor listed $1 million to $10 million in assets and debts. The Debtor-affiliates that filed separate Chapter 11 petitions are S.Q.K.F.C. Inc., dba South Queens Kentucky Fried Chicken; 495 Nostrand Ave LLC; 195-10 Jamaica Ave LLC; 666 Bushwick Ave LLC; and 1556 Myrtle Ave LLC. PINEMOOR GOLF: Rotonda Buys Golf Course for $1.1MM in Foreclosure ----------------------------------------------------------------- Michael Brag at Herald-Tribune reports that Rotonda Golf Partners LLC, a St. Cloud company managed by golf course magnate William J. Stine, has bought a 165-acre golf course at 646 Rotonda Circle in Rotonda West out of foreclosure. The purchase price was $1.1 million, and Stine's company financed the purchase with a $1.1 million loan from Fort Lauderdale financier Anthony J. Prevett. According to the report, the golf club previously belonged to Pinemoor Golf Inc., which lost a $3.13 million foreclosure judgment to the now defunct Florida Community Bank in November 2009. Pinemoor Golf was owned by Gary Wapinski, who attempted to develop the property during the real estate boom and ended up filing for Chapter 11 bankruptcy protection in August 2007. Based in Rotonda West, Florida, Pinemoor Golf Inc. owns and operates an 18-hole golf course. The Company filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 07-07346) on Aug. 17, 2007. Judge Alexander L. Paskay presides over the case. Richard Johnston, Jr., Esq., at Kiesel Hughes & Johnston, represents the Debtor. PHOENIX FOOTWEAR: Stock Split Became Effective Jan. 31 ------------------------------------------------------ Phoenix Footwear Group, Inc., said in an Amendment No. 3 to its Rule 13e-3 Transaction Statement on Schedule 13E-3 to disclose that Certificates of Amendment to the Company's Certificate of Incorporation providing for a 1-for-200 Reverse Stock Split of the Company's common stock, par value $0.01 per share, followed immediately by 200-for-1 Forward Stock Split of the Common Stock were filed with the Secretary of State of the State of Delaware and became effective on Jan. 31, 2011. The Amendments were approved by the Company's Board of Directors on Oct. 5, 2010, and by stockholders holding the requisite number of shares of the Company's capital stock at the Special Meeting of Stockholders of the Company on Jan. 28, 2011. Upon the effectiveness of the Reverse Stock Split at 11:58 p.m. on January 31, 2011, stockholders of record holding fewer than 200 shares of Common Stock immediately prior to the Reverse Stock Split became entitled to a cash payment equal to $0.75 per share of Common Stock held by them, on a pre-split basis, without interest. Stockholders of record holding 200 or more shares of Common Stock immediately prior to the Reverse Stock Split and beneficial owners holding in "street name" through a nominee, regardless of the number of shares so held, participated in the Forward Stock Split and therefore continued to hold the same number of shares immediately after the Forward Stock Split as they did immediately before the Reverse Stock Split. About Phoenix Footwear Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE Amex: PXG) specializes in quality comfort women's and men's footwear with a design focus on fitting features. Phoenix Footwear designs, develops, markets and sells footwear in a wide range of sizes and widths under the brands Trotters(R), SoftWalk(R), and H.S. Trask(R). The brands are primarily sold through department stores, leading specialty and independent retail stores, mail order catalogues and internet retailers and are carried by approximately 650 customers in more than 900 retail locations throughout the U.S. Phoenix Footwear has been engaged in the manufacture or importation and sale of quality footwear since 1882. The Company's balance sheet at Oct. 2, 2010, showed $10,837,000 in total assets, $6,760,000 in total liabilities, and $4,077,000 in stockholders' equity. As reported by the Troubled Company Reporter on Nov. 29, 2010, the Company said in its quarterly report on Form 10-Q for the period ended Oct. 2, 2010, that the severe global recession has been challenging during the past two years and has dramatically affected the Company's business as it is dependent on consumer demand for its products. During this time, the Company has faced significant working capital constraints as the result of the decline in sales, expenditures, and obligations associated with its restructuring and diminished borrowing capacity. These factors, together with net losses and negative cash flows during the past three fiscal years, raise substantial doubt about the Company's ability to continue as a going concern. PREMIUM DEV'T: U.S. Trustee Moves to Convert or Dismiss Case ------------------------------------------------------------ The U.S. Trustee, Robert D. Miller, Jr., has moved the U.S. Bankruptcy Court for the Eastern District of Washington for an order converting the Chapter 11 case of Premium Development LLC to a case under Chapter 7 or, in the alternative, for an order dismissing the case. The U.S. Trustee provided these reasons for his request: (a) Failure to file plan and disclosure statement; (b) Failure to file operating reports; (c) Delay in prosecuting the case to a confirmed plan; (d) Failure to file required reports of sale; and (e) Inability to propose a feasible plan and continuing loss to the estate. The U.S. Trustee also requests the inclusion of certain language in the order converting or dismissing the case, which would provide that the Debtor should pay to the U.S. Trustee all fees payable under Section 1930(a)(6) of the Judiciary and Judicial Procedure Code. A hearing on this matter is set for March 30, 2011, at 2:30 p.m. Written objections are due within 24 days of the notice, dated February 25, 2011, or by March 21, 2011. About Premium Developments LLC East Wenatchee, Washington-based Premium Developments, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No. 09-06746) on Dec. 4, 2009. Allan L. Galbraith, Esq., at Davis Arneil Law Firm LLP assists the Debtor in its restructuring effort. The Company estimated its assets and liabilities at $10 million to $50 million. PRETIUM PACKAGING: S&P Assigns 'B' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned a 'B' corporate credit rating to Pretium Packaging LLC, a subsidiary of Pretium Holding LLC. The outlook is stable. S&P assigned a 'B' issue-level rating and '3' recovery rating to the proposed $150 million in senior secured notes. The '3' recovery rating reflects S&P's expectation for meaningful (50%- 70%) recovery for senior secured noteholders in the event of a payment default. The company intends to use the proceeds from the $150 million in senior secured notes to fund a $31 million dividend to its shareholders, repay existing debt of about $110 million, and pay for fees and expenses with the remainder. As part of this transaction, the company will also put in place a new $25 million asset-based revolving credit facility which S&P will not rate. The ratings on Pretium reflect the company's highly leveraged financial profile and weak business risk profile. "The financial risk assessment incorporates the company's very aggressive financial policies, and weak cash flow protection and debt leverage metrics," said Standard & Poor's credit analyst Henry Fukuchi. Adequate liquidity, S&P's expectations for free cash flow generation, a favorable debt maturity profile, and unrestrictive financial covenants somewhat offset those factors. The business risk assessment incorporates low geographic diversity in a competitive and fragmented industry, narrow product focus, and a limited track record. Somewhat mitigating these negatives are relatively stable end markets, decent operating margins, and contractual resin pass-through provisions for a large portion of its business. PRM SMITH: Court Approves Pronske & Patel as Counsel ---------------------------------------------------- PRM Smith Bay LLC aka PRM Smith Bay LLP asks the U.S. Bankruptcy Court for the Northern District of Texas for authority to employ Pronske & Patel, P.C., as counsel. A hearing is set for March 30, 2011, at 9:30 a.m., in United States Courthouse, Earl Cabell Federal Building, 1100 Commerce Street, 14th Floor in Dallas, Texas, to consider approval of the Debtor's request. The firm will: a) provide legal advice with respect to the Debtor's powers and duties as a debtor in possession in the continued operation of its businesses and the management of its property; b) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, and objections to claims filed against the Debtor's estate; c) prepare on behalf of the Debtor all necessary motions, answers, orders, reports, and other legal papers in connection with the administration of its estate; d) assist the Debtor in preparing for and filing a disclosure statement in accordance with Section 1125 of the Bankruptcy Code; e) assist the Debtor in preparing for and filing a plan of reorganization at the earliest possible date; f) perform any and all other legal services for the Debtor in connection with the Debtor's Chapter 11 case; and g) perform such legal services as the Debtor may request with respect to any matter, including, but not limited to, corporate finance and governance, contracts, antitrust, labor, and tax. The firm will charge for time at its normal billing rates for attorneys and legal assistants and will request reimbursement for its out-of-pocket expenses. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Chicago, Illinois-based PRM Smith Bay, LLC, aka PRM Smith Bay, LLP, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 11-30444) on Jan. 20, 2011. Gerrit M. Pronske, Esq., at Pronske & Patel, P.C., serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. Affiliates Bon Secour Partners, LLC (Bankr. N.D. Tex. Case No. 09- 37580), PRS II, LLC (Bankr. N.D. Tex. Case No. 09-31436), PRM Realty Group, LLC (Bankr. N.D. Tex. Case No. 10-30241), PMP II, LLC (Bankr. N.D. Tex. Case No. 10-30252), Maluhia Development Group, LLC (Bankr. N.D. Tex. Case No. 10-30475), Maluhia One, LLC (Bankr. N.D. Tex. Case No. 10-30987), Maluhia Eight, LLC (Bankr. N.D. Tex. Case No. 10-30986), Maluhia Nine, LLC (Bankr. N.D. Tex. Case No. 10-30988), Long Bay Partners, LLC (Bankr. N.D. Tex. Case No. 10-35124), PRM Development, LLC (Bankr. N.D. Tex. Case No. 10- 35547), Little Hans Lollik Holdings, LLP (Bankr. N.D. Tex. Case No. 10-36159), and Hans Lollick Land Company, Limited (Bankr. N.D. Tex. Case No. 10-36161) filed separate Chapter 11 petitions. PRM SMITH: Files Schedules of Assets and Liabilities ---------------------------------------------------- PRM Smith Bay LLC aka PRM Smith Bay LLP filed with the U.S. Bankruptcy Court for the Northern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ----------- A. Real Property $13,000,000 B. Personal Property $31,162 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $2,569,271 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims $4,211,803 ------------ ------------ TOTAL $13,031,162 $6,781,074 A full-text copy of the Schedules of Assets & Liabilities is available for free at http://ResearchArchives.com/t/s?7531 Chicago, Illinois-based PRM Smith Bay, LLC, aka PRM Smith Bay, LLP, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 11-30444) on Jan. 20, 2011. Gerrit M. Pronske, Esq., at Pronske & Patel, P.C., serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. Affiliates Bon Secour Partners, LLC (Bankr. N.D. Tex. Case No. 09- 37580), PRS II, LLC (Bankr. N.D. Tex. Case No. 09-31436), PRM Realty Group, LLC (Bankr. N.D. Tex. Case No. 10-30241), PMP II, LLC (Bankr. N.D. Tex. Case No. 10-30252), Maluhia Development Group, LLC (Bankr. N.D. Tex. Case No. 10-30475), Maluhia One, LLC (Bankr. N.D. Tex. Case No. 10-30987), Maluhia Eight, LLC (Bankr. N.D. Tex. Case No. 10-30986), Maluhia Nine, LLC (Bankr. N.D. Tex. Case No. 10-30988), Long Bay Partners, LLC (Bankr. N.D. Tex. Case No. 10-35124), PRM Development, LLC (Bankr. N.D. Tex. Case No. 10- 35547), Little Hans Lollik Holdings, LLP (Bankr. N.D. Tex. Case No. 10-36159), and Hans Lollick Land Company, Limited (Bankr. N.D. Tex. Case No. 10-36161) filed separate Chapter 11 petitions. QUANTUM CORP: BlackRock Has 5.27% Equity Stake ---------------------------------------------- BlackRock, Inc., said in a Schedule 13G filing that it beneficially owns 11,653,183 shares of common stock of Quantum Corp. as of Dec. 13, 2010. The shares held by BlackRock represents 5.27% of the total shares outstanding. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. As of Dec. 31, 2010, the Company's balance sheet showed $466.35 million in total assets, $531.54 million in total liabilities and a $65.19 million stockholders' deficit. In January 2011, Moody's Investors Service upgraded Quantum Corporation's Corporate Family and Probability of Default ratings to B2 from B3 and revised the ratings on the senior secured debt obligations to Ba3 from B1. The rating outlook is positive. The upgrade of the CFR to B2 reflects Quantum's improved operating performance, which stems from strong customer adoption and growth of its higher margin branded disk-based systems and software products, which Moody's expects to continue in FY12. In March 2011, Standard & Poor's Ratings Services raised its corporate credit rating on storage manufacturer Quantum Corp. to 'B' from 'B-'. The outlook is stable. "The upgrade reflects that the company has posted four sequential quarters of sustained EBITDA generation, despite ongoing declines in its core tape business and the absence of an EMC licensing arrangement," said Standard & Poor's credit analyst Lucy Patricola. In addition, debt/EBITDA has been stable for the last four quarters at about 4x and reduced from 2009 levels, primarily reflecting application of free cash flow to debt reduction. QUEPASA CORP: Lars Batista Owns 49,000 Common Shares ---------------------------------------------------- In a Form 3 filing with the U.S. Securities and Exchange Commission, Lars Fuhrken Batista, a director at Quepasa Corp., disclosed that he beneficially owns 49,000 shares of common stock of the Company. About Quepasa Corporation West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA) through its Web site -- http://www.Quepasa.com/-- operates as an online social community for young Hispanics. The Company's balance sheet at Dec. 31, 2010 showed $16.45 million in total assets, $7.26 million in total liabilities and $9.19 million in total stockholders' equity. Quepasa reported a consolidated net loss of $6.65 million on $6.05 million of revenue for the fiscal year ended Dec. 31, 2010, compared with a net loss of $10.58 million on $536,000 of revenue during the prior year. Salberg & Company, P.A., in Boca Raton, Florida, independent report following the 2010 results did not contain a going concern qualification for Quepasa Corp. As reported in the Troubled Company Reporter on March 9, 2010, Salberg & Company, P.A. expressed substantial doubt about the Company's ability to continue as a going concern following the 2009 results. The independent auditors noted of the Company's net loss and net cash used in operating activities in 2009 of $10.58 million and $3.88 million, respectively, and a stockholders' deficit and an accumulated deficit of $3.90 million and $159.33 million, respectively, at Dec. 31, 2009. QUICKSILVER RESOURCES: S&P Affirms 'B+' Corporate Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B+' corporate credit rating on Quicksilver Resources Inc. S&P also revised S&P's outlook on Quicksilver to negative from stable. The outlook revision primarily reflects S&P's revised assumption for natural gas prices, which S&P reduced to $3.75 per thousand cubic feet from $4.50/Mcf in 2011, to $4.00/Mcf from $5.00/Mcf in 2012, and to $4.50/Mcf from $5.00/Mcf in 2013 (see "Revised Oil And Natural Gas Price Assumptions For 2011, 2012, 2013," published Feb. 25, 2011). In addition, the two largest shareholders of the company -- Quicksilver Energy LP (controlled by the Darden family) and SPO Advisory Group--are considering taking the company private, which could put further stress on the capital structure. "The rating action also reflects S&P's view that credit measures will deteriorate for the rating in 2011, given lower price realizations on the unhedged portion of Quicksilver's natural gas production -- about 80% of its total production," said Standard & Poor's credit analyst Lawrence Wilkinson. Based on this year's capital budget of $455 million, S&P estimates the company's debt-to-EBITDA ratio will approach 4.5x by year-end, up from 3.0x at the end of 2010. The 'B+' rating on Fort Worth, Texas-based Quicksilver reflects the company's weak business risk profile and highly leveraged financial profile. S&P's classification of the company's business risk profile is based on its participation in the cyclical and capital-intensive E&P industry and its vulnerability to the currently weak natural gas market given that gas accounts for nearly 80% of current production. S&P's classification of the company's financial risk profile reflects the company's relatively high debt leverage, in light of the volatile nature of its cash flows. The ratings also reflect the company's competitive cost structure and good reserve position and internal growth prospects. RADIENT PHARMACEUTICALS: Registers 45.7MM Shares ------------------------------------------------ Radient Pharmaceuticals Corporation filed a registration statement under Form S-3 relating to up to 45,703,125 shares of common stock that may be offered for sale by shareholders. On Feb. 7, 2011, there were 100,231,886 shares of common stock outstanding. The common stock is listed on the NYSE Amex and traded under the symbol "RPC." On Feb. 7, 2011, the closing price of our common stock on the NYSE Amex was $0.63 per share. The Company will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders. However, it will receive gross proceeds of up to approximately $15.2 million from the exercise of outstanding warrants by the selling stockholders, if and when they are exercised. A full text copy of the registration statement is available at http://is.gd/d7kVBx About Radient Pharmaceuticals Headquartered in Tustin, Calif., Radient Pharmaceuticals Corporation -- http://www.Radient-Pharma.com/-- is engaged in the research, development, manufacturing, sale and marketing of its ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States, Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and other markets throughout the world. Radient said in October 2010 it incurred a trigger event on the 12% Convertible Notes issued in first and second quarter of 2010 due to its failure to have the related registration statement declared effective by June 1, 2010. The Company filed on Sept. 7, 2010, an Event of Default under those same notes occurred since it did not hold the related shareholder meeting by August 31, 2010. As reported in the Troubled Company Reporter on April 19, 2010, KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company incurred a significant operating loss and negative cash flows from operations in 2009 and had a working capital deficit of $4.2 million at Dec. 31, 2009. The Company's balance sheet at Sept. 30, 2010, showed $23.56 million in total assets, $34.22 million in total liabilities, and a stockholders' deficit of $10.66 million. RASER TECHNOLOGIES: Richard Clayton Owns 950 Common Shares ---------------------------------------------------------- In a Form 5 filing with the U.S. Securities and Exchange Commission, Richard D. Clayton, general counsel and secretary at Raser Technologies Inc., disclosed that he beneficially owns an aggregate of 950 shares of common stock of the Company. A copy of the filing is available for free at: http://ResearchArchives.com/t/s?7522 About Raser Technologies Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ) -- http://www.rasertech.com/-- is an environmental energy technology company focused on geothermal power development and technology licensing. Raser's Power Systems segment develops clean, renewable geothermal electric power plants with one operating plant in southern Utah and eight active and early stage projects in four western United States: Utah, New Mexico, Nevada and Oregon, as well as a concession for 100,000 acres in Indonesia. Raser's Transportation and Industrial segment focuses on extended-range plug-in-hybrid vehicle solutions and using Raser's award-winning Symetron(TM) technology to improve the torque density and efficiency of the electric motors and drive systems used in electric and hybrid-electric vehicle powertrains and industrial applications. * * * Hein & Associates LLP, in Denver, Colo., 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, has used significant cash for operating activities since inception, has significant purchase commitments in 2010 and has a lack of sufficient working capital. Raser Technologies did not make the $2.2 million semi-annual interest payment due October 1, 2010, on its 8% Convertible Senior Notes Due 2013. The Company satisfied the semi-annual interest payment obligation after receiving $1.10 million from the Thermo No. 1 plant escrow funds and $1.15 million from a loan with Evergreen Clean Energy, LLC, late in October 2010. The Company's balance sheet at Sept. 30, 2010, showed $57.68 million in total assets, $107.26 million in total liabilities, and a stockholders' deficit of $49.58 million. The Company announced that in view of its current cash resources, nondiscretionary expenses, debt and near term debt service obligations, it intends to explore all strategic alternatives to maintain its business as a going concern, including, but not limited to, a sale or merger of the Company, or one or more other transactions that may include a comprehensive financial reorganization of the Company. REGAL PLAZA: Hearing on Plan Outline Adjourned to April 6 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada has adjourned to April 6, 2011, at 9:00 a.m. the hearing to consider the adequacy of the information in the proposed disclosure statement explaining Regal Plaza, LLC's proposed Chapter 11 Plan of Reorganization. As reported in the TCR on Feb. 2, 2011, payments to allowed claim holders will be sourced from the Reorganized Debtor's projected income. The Debtor expects to earn money, from, in part, leasing of 5,000 square feet of its property to Euphoria Salon and the completion of the build-out of 15,000 sq. ft. of tenant improvements for Healthcare Preparatory Institute Non-Insider General Unsecured Creditors will be paid 100%, without interest, from the rents collected from the Tenants or funds provided by Delta Point, LLC. Beginning on 1st day of the 1st month following the Effective Date, Non-Insider Genera Unsecured Creditors will be paid at least $10,000 per month pro rata for approximately 18 months, at which time the balance due on the claims will be paid. Current equity is terminated. Delta Point, LLC, a current member of the Debtor and any other party will obtain an equity interest in the reorganized Debtor in exchange for post-petition new value of not less than $500,000. A copy of the Disclosure Statement, as amended and filed Dec. 23, 2010, is available for free at: http://bankrupt.com/misc/RegalPlaza.DS.pdf About Regal Plaza, LLC Las Vegas, Nevada-based Regal Plaza, LLC, owns a shopping center in Las Vegas, Nevada. The shopping center was originally constructed in 2000 on 5.72 acres which are operated as the Regal Plaza. There is 56,097 square feet of rentable space, approximately 22,510 square feet are currently occupied and 23,187 square feet are currently being improved for tenants with signed leases. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-26707) on Sept. 1, 2010. Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las Vegas, Nev., represents the Debtor as counsel. In its schedules, the Debtor disclosed $10,815,564 in assets and $8,592,879 in liabilities as of the petition date. REGAL PLAZA: Asks Court to Set $6.8-Mil. Value for Shopping Center ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nevada has scheduled an evidentiary hearing for April 6, 2011, at 9:00 a.m., on the motion of Regal Plaza, LLC, for an order establishing the value of the Shopping Center for purposes of a plan reorganization, pursuant to 11 U.S.C. Section 506(a) and F.R.B.P. Rule 3012. In its motion, the Debtor said the determination of values of the Shopping Center will facilitate and expedite the confirmation of a plan of reorganization and the reorganization process. The Shopping Center is subject to a deed of trust securing a loan in the approximate amount of $7,500,000 to the Nevada State Bank. The leased fee market value "As Is" of the Shopping Center, based on the Appraisal of the property prepared by Charles E. Jack IV, Member, Appraisal Institute, as of Nov. 8, 2010, is $8,600,000. The foregoing value of the Shopping Center, according to the Debtor, is less than its opinion of value, which was $10,777,000 as stated in the Debtors' Schedules. In consideration of the foregoing, the Debtor, in its motion, requested the Court to enter an order setting the value of the Shopping Center for purposes of confirmation at $8,600,000. About Regal Plaza, LLC Las Vegas, Nevada-based Regal Plaza, LLC, owns a shopping center in Las Vegas, Nevada. The shopping center was originally constructed in 2000 on 5.72 acres which are operated as the Regal Plaza. There is 56,097 square feet of rentable space, approximately 22,510 square feet are currently occupied and 23,187 square feet are currently being improved for tenants with signed leases. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-26707) on Sept. 1, 2010. Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las Vegas, Nev., represents the Debtor as counsel. In its schedules, the Debtor disclosed $10,815,564 in assets and $8,592,879 in liabilities as of the petition date. RUGGED BEAR: Court Appoints Consumer Privacy Ombudsman ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Massachusetts appointed Theodore Connolly, Esq., as consumer privacy ombudsman at the behest of The Rugged Bear Company. The U.S. Trustee has certified the appointment. About The Rugged Bear Headquartered in Norwood, Massachusetts, The Rugged Bear Company is a chain of retail children's clothing stores New England, New York and New Jersey. It filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011. Charles A. Dale, III, Esq., at K&L GATES LLP, serves as the Debtor's bankruptcy counsel. Consensus Advisers, LLC, is the Debtor's financial advisor. RUGGED BEAR: Files Schedules of Assets & Liabilities ---------------------------------------------------- The Rugged Bear Company filed with the U.S. Bankruptcy Court for the District of Massachusetts its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ----------- A. Real Property B. Personal Property $8,126,201 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $4,278,496 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims $6,166,068 ------------ ------------ TOTAL $8,126,201 $10,444,564 A full-text copy of the Schedules of Assets and Liabilities is available for free at http://ResearchArchives.com/t/s?7530 About The Rugged Bear Headquartered in Norwood, Massachusetts, The Rugged Bear Company is a chain of retail children's clothing stores New England, New York and New Jersey. It filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011. Charles A. Dale, III, Esq., at K&L GATES LLP, serves as the Debtor's bankruptcy counsel. Consensus Advisers, LLC, is the Debtor's financial advisor. SAI RESTAURANTS: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Sai Restaurants Inc., doing business as Masala Art, filed for Chapter 11 protection (Bankr. D. Mass. Case No. 11-12080) on March 14, 2011. The Company estimated assets of between $100,000 and $500,000, and liabilities of between $1 million to $10 million. Eric Convey at Boston Business Journal reports that Sai Restaurants Inc. is owned by Vinod Kapoor of Lexington. According to the report, creditors holding the largest obligations include Needham Bank, which is owed $1.9 million, most of it unsecured; Happy Rock Merchant Solutions of New York; the federal Internal Revenue Service, owed $50,000; and the state of Massachusetts Department of Revenue, also owed $50,000. The Company is represented in the bankruptcy proceedings by attorney Michael R. Levin of Norwood, Massachusetts. SEXY HAIR: U.S. Trustee Takes Aim at Deal With Imperial Capital --------------------------------------------------------------- Dow Jones' DBR Small Cap reports that a federal watchdog is objecting to Sexy Hair Concepts LLC's bid to dole out hundreds of thousands of dollars to its investment banker, calling the proposed compensation "exorbitant." Sexy Hair Concepts, which earlier this month received the go-ahead to send its plan out for a vote after striking a settlement in the case, is now facing a challenge to its request to hire Imperial Capital LLC, according to DBR. The report relates that the company wants to pay Imperial Capital a $75,000 "monthly advisory fee" plus a transaction bonus that's expected to amount to over $1 million. But the U.S. trustee assigned to the case is bristling at those numbers and urging a judge to mandate that the company at least address what services the investment banker is bringing to the case, the report notes. "The proposed compensation terms are excessive," S. Margaux Ross, an attorney for the U.S. trustee, said in court papers filed, DBR adds. About Sexy Hair Chatsworth, California-based Sexy Hair Concepts, LLC, is an operating company engaged in the development, distribution and marketing of premium quality hair care products and brands. It outsources the production and manufacture of its various lines of premier hair care products and operates from a single facility in Chatsworth, California, that houses its corporate offices and distribution warehouse. It works with several distributors domestically and internationally, but does not maintain any other offices. Sexy Hair filed for Chapter 11 bankruptcy protection on Dec. 21, 2010 (Bankr. C.D. Calif. Case No. 10-25922). According to its schedules, Sexy Hair disclosed $78,000,000 in total assets and $91,141,147 in total debts as of the Petition Date. Sexy Hair's bankruptcy case is jointly administered with those of Ecoly International, Inc., a California corporation, and Luxe Beauty Midco Corporation. Ecoly is the lead case (Bankr. C.D. Calif. Case No. 10-25919). Scott F. Gautier, Esq., at Peitzman, Weg & Kempinsky LLP, serves as Sexy Hair's bankruptcy counsel. CRG Partners Group, LLC is the financial advisor. Imperial capital, LLC is the investment banker. Kurtzman Carson Consultants LLC has been designated as the entity that will tabulate the ballots and prepare the ballot summary in connection with Sexy Hair's proposed Chapter 11 plan. Klee, Tuchin, Bogdanoff & Stern LLP serves as counsel for the Official Committee of Unsecured Creditors. SURGERY CENTER: S&P Assigns 'B+' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Rating Services said that it assigned its preliminary 'B+' corporate credit rating to Tampa, Florida-based Surgery Center Holdings Inc. The rating outlook is stable. At the same time, S&P assigned its preliminary 'B+' issue-level rating and a preliminary '3' recovery rating to the company's $20 million revolving credit facility due 2016 and $237.5 million term loan due 2017. "The speculative-grade preliminary ratings on Surgery Center Holdings Inc. reflect S&P's expectation that the company will have modest EBITDA growth driven by some increase in volume and relatively flat reimbursement," said Standard & Poor's credit analyst Rivka Gertzulin. Therefore, S&P expects the company to maintain an aggressive financial risk profile in the medium term. The company operates its outpatient surgery centers under the trade name Surgery Partners. S&P views the company's business risk profile as weak. H.I.G Capital bought Surgery Partners in December 2009 in a highly leveraged transaction. Surgery Partners operates 12 multispecialty outpatient surgery centers in Florida and it is currently acquiring NovaMed for $198 million plus transaction fees and expenses. The proposed $237.5 million term loan, in addition to some new cash equity from H.I.G. will fund the transaction and refinance some existing Surgery Partners debt. In addition to the senior secured credit facility, the capital structure includes $54 million of high interest rate mezzanine debt. Pro forma for the transaction, based on December 2010 EBITDA for the combined company, adjusted debt leverage is around 5x. S&P expects some synergies from corporate overhead in 2011, and for adjusted debt leverage to remain between 4x and 5x over the next two years. Pro forma funds from operations/debt should approximate 12% and EBITDA interest coverage exceeds 3x. TRW AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB+' ----------------------------------------------------------- Standard & Poor's Ratings Services said it has raised its corporate credit rating on Livonia, Michigan-based global auto supplier TRW Automotive Inc. to 'BB+' from 'BB'. S&P also raised the ratings on TRW's various debt issues. The outlook is stable. "The upgrade reflects S&P's reassessment of TRW's financial risk profile as intermediate from significant because of the company's conservative financial policy, which has led to permanent debt reduction using discretionary cash flow, and high funds from operations to total debt," said Standard & Poor's credit analyst Nancy Messer. S&P's RATING ACTIONS also reflect the company's attention to debt reduction, including the reduction of pension obligations, which S&P believes will better position it to mitigate potential future earnings volatility. TRW manufactures active and passive auto safety products (59% and 25% of 2010 revenues, respectively) and is a major Tier 1 supplier to automakers in the global light-vehicle market. TRW reported better 2010 earnings and cash flow than S&P expected. Sales increased 24% in 2010, year over year, mostly as a result of increased global vehicle production. The company had $2.6 billion in pension- and lease-adjusted debt as of Dec. 31, 2010, and leverage was 1.6x for the 12 months ended Dec. 31, 2010, down from 4.3x for 2009. S&P expects leverage to remain at 2.0x or less in calendar-year 2011. S&P believes the company's lower breakeven point will allow it to retain most of the improved margins and cash generating capabilities, although S&P expects some costs to inevitability rise, and higher commodity costs and potential demand weakness in Europe remain risks. S&P continues to view TRW's business risk profile as weak, reflecting the company's dependence on the highly competitive auto market, potentially volatile demand, and the sector's low profitability relative to some other industrial sectors. S&P believes the safety segment in which TRW operates has good long- term growth characteristics, especially in expanding markets such as China and Brazil, but is still highly dependent on automaker production levels. S&P believes TRW's No. 1 or No. 2 market position reflects the high quality of its products and service, as well as its technological capabilities and global deliverability. S&P expects sales in Europe, a key market for TRW, to be flat or down in 2011 from 2010 levels and auto registrations to decline up to 8% year over year, partly because of the cessation of various national scrappage programs that boosted 2009 sales. S&P also expect markets to remain weak. S&P believes North American light- vehicle sales will increase by about 15% in 2011, to 13.2 million units. The stable outlook reflects S&P's view that TRW's financial policy will continue to favor low leverage to mitigate the industry business risk that creates volatile earnings and cash flow. S&P believes the company's improved cost structure, in combination with its new business backlog and operating track record, will be able to sustain its recently improved credit ratios, consistent with the 'BB+' rating. For an upgrade to investment grade, S&P would need to reassess TRW's business risk profile as fair, an improvement from S&P's current assessment of weak. Further improvement in the financial risk profile (i.e., lower debt or higher cash balances) would not support a higher rating with the currently weak business risk profile. Improvements in the business risk profile could result, for example, from strategies that increased customer diversity through net new business in the intermediate term and cost containment that kept margins at about current levels. TRW already benefits from a strong market position, good geographic diversity, and participation in a growth segment of the auto supply market. S&P would also expect a conservative financial policy to balance shareholder return requirements to provide a downside cushion, given the competitiveness of the industry and volatile demand of the market. S&P would need to believe that any use of its cash balances would be consistent with S&P's expectations for an investment-grade rating. Alternatively, S&P could lower the ratings if S&P believed auto markets would not improve as S&P assumes or if the global economic recovery falters, thereby preventing the company from sustaining the financial measures that S&P expects for the 'BB+' rating in 2011 and 2012. S&P could also lower the ratings if S&P believed cash generation would be compromised in the year ahead by lower vehicle production, a spike in commodity costs, or if TRW makes a transforming acquisition with most of its cash or even new debt. S&P could also lower the ratings if TRW uses a material amount of its cash to fund a dividend payout to shareholders or repurchases its common shares. For example, if the company's pension- and lease-adjusted FFO to total debt dropped under 30%, pension- and lease-adjusted leverage worsened to 2.5x or more, and free cash flow was limited, S&P could reassess TRW's financial risk profile. UNITED CONTINENTAL: IAM Accuses AFA of Harassing Flight Attendants ------------------------------------------------------------------ The International Association of Machinists and Aerospace Workers alleges that the Association of Flight Attendants are harassing United Air Lines, Inc. AFA-CWA-represented flights attendants who have shown interest in joining the IAM, Jennifer Michels of AviationWeek reported, citing a letter sent by the IAM to the AFA- CWA. According to the report, the IAM represents more than 9,000 flight attendants at Continental Airlines, Inc. and the AFA-CWA has more than 15,000 members at United. As previously reported, the AFA and IAM had asked the National Mediation Board to declare that the merger between United and Continental created a single carrier to trigger a new election. The unions hope to represent the combined number of flight attendants. IAM General Vice President Robert Roach wrote in the letter to AFA International President Veda Shook that his union has received reports that flight attendants, are providing United management with the names of fellow flight attendants who are members of AFA- CWA and who support the IAM, "alleging that they are in violation of minor company policies," the report relayed. Mr. Roach stated that flight attendants also reported that some officers within the AFA are using fear and intimidation to suppress any pro-IAM discussions, the report noted. In a March 2, 2011 letter, Ms. Shook replied to Mr. Roach saying that her union proposed to meet with him to discuss issues affecting the combined carrier, AviationWeek reported. Ms. Shook also stated in the letter that an important distinction between the AFA and the IAM is that the AFA at United has negotiated an Onboard Safety Action Program, which enables voluntary reporting of safety lapses in a "de-identified, non-punitive program," the report related. Ms. Shook added that "Despite your efforts to adversely characterize AFA and the safety professionals at United . . . flight attendants are to be commended for identifying any safety hazard and for bringing the incident forward in the interest of safety for all," the report stated. In other news, Teamsters organized a rally in early February to kick off a campaign to organize fleet service workers and ramp workers at the newly merged Continental/United. The Teamsters represent Continental fleet service workers and mechanics at George Bush Intercontinental Airport. The Teamsters, with 1.4 million members, represent more than 64,000 airline- industry workers. During the past two years, the union has organized more than 20,000 airline workers, making it the fastest growing airline union. The Teamsters also represent mechanics at United and at Continental. About United Continental United Continental Holdings, Inc. (NYSE: UAL) -- http://www.UnitedContinentalHoldings.com/, http://www.united.com/ and http://www.continental.com/-- is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, these airlines operate a total of approximately 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. United and Continental are members of Star Alliance, which offers more than 21,200 daily flights to 1,172 airports in 181 countries worldwide through its 28 member airlines. United's and Continental's more than 80,000 employees reside in every U.S. state and in many countries around the world. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B-' issuer default rating from Fitch. UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. At Sept. 30, 2010, United Continental had $20.055 billion in total assets against total current liabilities of $8.256 billion, long- term debt of $6.025 billion, long-term obligations under capital leases of $906 million, other liabilities and deferred credits of $7.074 billion, and a stockholders' deficit of $2.206 billion. UNITED CONTINENTAL: D&Os Disclose Ownership of Stock ---------------------------------------------------- In separate filings, directors of United Continental Holdings, Inc. filed separate statements of changes in beneficial ownership of United Continental shares from February 22 to March 1, 2011. These directors acquired shares of United Continental common stock on February 17 to 25, 2011: Amt. of Shares Beneficially Shares Price Owned After Director Acquired per Share Transaction -------- -------- --------- -------------- Halbert R. Keith 25,800 $4.86 34,816 Jeffrey A. Smisek 130,689 $0 148,573 Peter D. McDonald 22,269 $0 22,269 Zane Rowe 25,052 $0 29,253 James E. Compton 25,052 $0 29,673 Irene E. Foxhall 16,701 $0 17,751 Michael P. Bonds 15,310 $0 17,147 Halbert R. Keith 10,438 $0 19,256 Jeffrey T. Foland 6,959 $0 11,759 Brett J. Hart 13,918 $0 13,918 Chris Kenny 7,516 $0 7,516 Each of the restricted stock shares acquired by Messrs. Smisek, McDonald, Rowe, Compton, Bond, Keith, Foland and Hart and Ms. Foxhall vest in three equal annual installments beginning on February 25, 2012. Mr. Keith disposed of 25,800 shares of UAL common stock, at $27.5022 per share on February 17, 2011. As a result of the disposition of the shares, Mr. Keith beneficially owns 8,818 shares of United Continental common stock. Mr. Keith also disposed of his derived options or right to buy shares totaling 25,800 shares of United Continental common stock, resulting to his zero ownership of right to buy shares of United Continental common stock. One-third of the option award vested on April 1, 2010. The remaining portion of the award vested on October 1, 2010, upon closing of the merger between the Company, JT Merger Sub, Inc. and Continental Airlines, Inc. Mr. Smisek is president and chief executive officer of United Continental. Mr. Keith is executive vice president and chief information officer. Mr. McDonald is executive vice president and chief operating officer. Mr. Rowe is executive vice president and chief financial officer. Mr. Compton is executive vice president and chief revenue officer. Ms. Foxhall is executive vice president for communication and government affairs. Mr. Bonds is executive vice president for human resources and labor relations. Mr. Foland is executive vice president for Mileage Plus. Mr. Hart is senior vice president, general counsel and corporate secretary. Mr. Kenny is vice president and controller. About United Continental United Continental Holdings, Inc. (NYSE: UAL) -- http://www.UnitedContinentalHoldings.com/, http://www.united.com/ and http://www.continental.com/-- is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, these airlines operate a total of approximately 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. United and Continental are members of Star Alliance, which offers more than 21,200 daily flights to 1,172 airports in 181 countries worldwide through its 28 member airlines. United's and Continental's more than 80,000 employees reside in every U.S. state and in many countries around the world. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B-' issuer default rating from Fitch. UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. At Sept. 30, 2010, United Continental had $20.055 billion in total assets against total current liabilities of $8.256 billion, long- term debt of $6.025 billion, long-term obligations under capital leases of $906 million, other liabilities and deferred credits of $7.074 billion, and a stockholders' deficit of $2.206 billion. UNITED CONTINENTAL: FMR Discloses 12.554% Equity Stake ------------------------------------------------------ In a Schedule 13-G/A filed with the U.S. Securities and Exchange Commission dated February 14, 2011, FMR LLC disclosed that it beneficially owns 39,804,740 shares of United Continental Holdings, Inc. common stock, representing 12.554% of United Continental's total outstanding shares. As of February 15, 2011, United Continental had 328,550,825 shares of common stock outstanding. FMR has sole power to vote 674,231 shares of United Continental common stock. FMR has sole power to vote or dispose of 39,804,740 shares of United Continental common stock. Edward C. Johnson, chairman of FMR LLC, disclosed that it beneficially owns 39,804,740 shares of United Continental common stock, representing 12.554% of United Continental total outstanding shares. Mr. Johnson has sole power to dispose of 39,804,740 shares of United Continental common stock. Fidelity Management & Research Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC and an investment adviser, is the beneficial owner of 39,130,909 shares or 12.341% of the Common Stock outstanding of United Continental as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of Common Stock of United Continental owned by the investment companies at Dec. 31, 2010, included 490,264 shares of Common Stock resulting from the assumed conversion of $9,280,000 principal amount of CONTINENTL AIR CONV 4.5% 1/15. The number of shares of Common Stock of United Continental owned by the investment companies at Dec. 31, 2010, included 1,370,919 shares of Common Stock resulting from the assumed conversion of $44,740,000 principal amount of UAL CORP CV 4.5% 6/30/21 144A. The number of shares of Common Stock of United Continental owned by the investment companies at Dec. 31, 2010, included 263,521 shares of Common Stock resulting from the assumed conversion of $8,600,000 principal amount of UAL CORP CONV 4.5% 6/30/21. The number of shares of Common Stock of United Continental owned by the investment companies at Dec. 31, 2010, included 414,365 shares of Common Stock resulting from the assumed conversion of $3,600,000 principal amount of UAL CORP CONV 6% 10/15/29. Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of the 39,130,909 shares owned by the Funds. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholder have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Pyramis Global Advisors Trust Company, an indirect wholly owned subsidiary of FMR LLC and a bank, is the beneficial owner of 5,000 shares or 0.002% of the outstanding Common Stock of United Continental as a result of its serving as investment manager of institutional accounts owning such shares. Edward C. Johnson 3d and FMR LLC, through its control of Pyramis Global Advisors Trust Company, each has sole dispositive power over 5,000 shares and sole power to vote or to direct the voting of 5,000 shares of Common Stock owned by the institutional accounts managed by PGATC. FIL Limited and various foreign-based subsidiaries provide investment advisory and management services to a number of non-U.S. investment companies and certain institutional investors. FIL, which is a qualified institution under section 240.13d-1(b)(1)(ii), is the beneficial owner of 668,831 shares or 0.211% of the Common Stock outstanding of the Company. The number of shares of Common Stock of United Continental owned by the institutional accounts at December 31, 2010, included 668,831 shares of Common Stock resulting from the assumed conversion of $12,660,000 principal amount of CONTINENTL AIR CONV 4.5% 1/15. Partnerships controlled predominantly by members of the family of Edward C. Johnson 3d, Chairman of FMR LLC and FIL, or trusts for their benefit, own shares of FIL voting stock with the right to cast approximately 39% of the total votes which may be cast by all holders of FIL voting stock. FMR LLC and FIL are separate and independent corporate entities, and their Boards of Directors are generally composed of different individuals. FMR LLC and FIL are of the view that they are not acting as a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934 and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities "beneficially owned" by the other corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act. Thus, they believe that the shares held by the other corporation need not be aggregated for purposes of Section 13(d). However, FMR LLC is making this filing on a voluntary basis as if all of the shares are beneficially owned by FMR LLC and FIL on a joint basis. About United Continental United Continental Holdings, Inc. (NYSE: UAL) -- http://www.UnitedContinentalHoldings.com/, http://www.united.com/ and http://www.continental.com/-- is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, these airlines operate a total of approximately 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. United and Continental are members of Star Alliance, which offers more than 21,200 daily flights to 1,172 airports in 181 countries worldwide through its 28 member airlines. United's and Continental's more than 80,000 employees reside in every U.S. state and in many countries around the world. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B-' issuer default rating from Fitch. UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. At Sept. 30, 2010, United Continental had $20.055 billion in total assets against total current liabilities of $8.256 billion, long- term debt of $6.025 billion, long-term obligations under capital leases of $906 million, other liabilities and deferred credits of $7.074 billion, and a stockholders' deficit of $2.206 billion. UNITED CONTINENTAL: Wellington Discloses 9.71% Equity Stake ----------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission dated February 14, 2011, Wellington Management Company, LLP said it beneficially owns 30,780,716 shares of United Continental Holdings, Inc.'s common stock, representing 9.71% of United Continental's 322,504,594 total outstanding shares as of Oct. 21, 2010. As of February 15, 2011, United Continental had 328,550,825 shares of common stock outstanding. Wellington has shared power to vote on 28,022,945 shares of United Continental common stock and has shared power to dispose of 30,780,716 shares of UAL common stock. Wellington, in its capacity as investment adviser, may be deemed to beneficially own 30,780,716 shares of United Continental, which are held of record by clients of Wellington. About United Continental United Continental Holdings, Inc. (NYSE: UAL) -- http://www.UnitedContinentalHoldings.com/, http://www.united.com/ and http://www.continental.com/-- is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, these airlines operate a total of approximately 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. United and Continental are members of Star Alliance, which offers more than 21,200 daily flights to 1,172 airports in 181 countries worldwide through its 28 member airlines. United's and Continental's more than 80,000 employees reside in every U.S. state and in many countries around the world. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B-' issuer default rating from Fitch. UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. At Sept. 30, 2010, United Continental had $20.055 billion in total assets against total current liabilities of $8.256 billion, long- term debt of $6.025 billion, long-term obligations under capital leases of $906 million, other liabilities and deferred credits of $7.074 billion, and a stockholders' deficit of $2.206 billion. UNIVERSAL CITY: NBC Universal Deal Cues Moody's Developing Outlook ------------------------------------------------------------------ Moody's Investors Service changed Universal City Development Partners, Ltd.'s (Universal Orlando) rating outlook to developing from stable following the company's disclosure in its Form 10-K that 50%-owner Blackstone Capital Partners exercised its right of first refusal and offered to sell its interest in the company to NBC Universal, Inc. (Baa2, stable rating outlook) and its affiliates (NBCU Parties). The developing rating outlook reflects Moody's view that Blackstone's action could result in a wide range of potential ownership, leverage and rating outcomes for Universal Orlando over the next 12-18 months. Universal Orlando's B1 Corporate Family Rating, Ba2 senior secured debt ratings and B3 senior unsecured and senior subordinated note ratings are not affected at this time. However, the credit facility lenders and bondholders are protected by change of control language that would limit their downside. Moody's also updated the loss given default assessments on Universal Orlando's debt instruments to reflect the $90 million term loan paydown in March 2011 pursuant to the excess cash flow sweep. LGD Updates: Issuer: Universal City Development Partners, Ltd. * Senior Secured Bank Credit Facility, Changed to LGD2 - 21% from LGD2 - 22% (no change to Ba2 rating) * Senior Unsecured Regular Bond/Debenture, Changed to LGD5 - 79% from LGD5 - 81% (no change to B3 rating) * Senior Subordinated Regular Bond/Debenture, Changed to LGD6 - 93% from LGD6 - 94% (no change to B3 rating) Outlook Actions: Issuer: Universal City Development Partners, Ltd. * Outlook, Changed To Developing From Stable The NBCU Parties have 90 days from Blackstone's March 9, 2011 offer date (until June 12, 2011) to accept the acquisition offer. Moody's believes full ownership by NBCU, which owns other Universal branded theme parks globally, rather than in a 50-50 joint venture with a private equity firm would clarify the long- term strategic and financial position of the company. The amount and source of funding in any acquisition by the NBCU Parties and what transpires with Universal Orlando's debt will be the primary factors in any rating decision. Based on NBCU's stronger credit standing, Moody's believes NBCU could raise funds at a lower cost than Universal Orlando to fund a buyout or to refinance Universal Orlando's existing debt. A full guarantee of Universal Orlando's debt not redeemed in conjunction with an NBCU buyout would result in an upgrade of its debt instrument ratings to a level closer to or in line with NBCU's rating (depending on the priority of claim within NBCU) and a withdrawal of Universal Orlando's B1 CFR. Some consideration for an upgrade of Universal Orlando's CFR would be given if a buyout of Blackstone is completed with a significant cash injection from NBCU depending on the level of implicit support from NBCU for Universal Orlando's debt, the company's long-term financing plans and Universal Orlando's leverage. However, incremental leverage along with the single-site nature of the Orlando theme park assets would more likely result in the CFR remaining unchanged or potentially being downgraded if a transaction is funded with a meaningful level of financing at Universal Orlando that is non-recourse to NBCU. If NBCU declines Blackstone's offer, then Blackstone has 270 days to solicit bids for the entire company (including NBCU's stake, which is "dragged along" in any sale process). If Blackstone is successful in finding a third party buyer, the NBCU Parties would be obligated to accept the sale terms only if the cash purchase price was at least 90% of the amount of Blackstone's original offer to the NBCU Parties. A sale to a third party would likely result in incremental leverage for Universal Orlando that would create downward rating pressure. A sale of Blackstone's 50% interest in Universal Orlando to NBCU would not constitute a change of control under Universal Orlando's credit agreement or bond indentures. Moody's believes NBCU may be motivated to retire the debt as its cost of capital is lower, as noted above. Universal Orlando's notes are redeemable beginning in November 2012 at specified call prices and earlier at make- whole premiums of at least 1%. A sale of all of Universal Orlando to a third party would trigger a change of control under the credit agreement and bond indentures. Moody's would withdraw the existing debt instrument ratings if they are repaid in such a scenario, but would likely retain a CFR on Universal Orlando if new debt is rated in conjunction with the buyout. If Blackstone and/or the NBCU Parties agree to sell any portion of their ownership interest, Steven Spielberg may have the right under his consulting agreement with Universal Orlando to sell an equivalent percentage of his compensation rights to the prospective purchasers. At present, Mr. Spielberg has a right beginning in June 2017 to terminate the consulting agreement and receive a one-time payment equal to the fair market value (as defined) of his interest in the parks and all other comparable projects. Moody's already includes in debt an estimate of the amount of the consultant put obligation and adds the consultant fee back to EBITDA when calculating leverage. The purchase price of the put and the source of financing thereof relative to the amounts currently factored into the rating will dictate whether there is an effect on the rating, if any. Moody's will continue to monitor developments related to the sale process and will comment further as warranted. Key developments would include NBCU's decision regarding Blackstone's offer, the timing, terms and conditions of any marketing of the entire company if NBCU does not accept the offer, the source of financing for any full or partial sale, and the resulting effects on Universal Orlando's ownership structure, leverage profile and existing debt instruments. The opening of the Wizarding World of Harry Potter in June 2010 drove a significant increase in attendance, revenue and EBITDA for Universal Orlando during 2010. Universal Orlando's $390 million of reported EBITDA in 2010 was approximately $90 million higher than the previous earnings peak reported in 2007. Debt-to-EBITDA leverage (4.2x FY 2010 incorporating the $90 million excess cash flow sweep paid in March 2011, Moody's standard adjustments, and the Spielberg put as debt) will likely decline in the first half of 2011 given the continued expected attendance gains driven by the WWHP attraction. Moody's believes a decision by NBCU or a third party to acquire a full or partial stake in Universal Orlando will be complicated by what are likely to be competing viewpoints regarding the sustainability of attendance and earnings driven by WWHP and other attractions. The last rating action on Universal Orlando occurred on November 23, 2009, when Moody's upgraded the company's CFR to B1 from B2, assigned a definitive Ba2 rating to the company's senior secured credit facility, and B3 ratings to the company's senior unsecured and senior subordinated notes. The rating actions concluded the review for upgrade initiated on October 23, 2009." Moody's subscribers can find further details on Universal Orlando's Rating Rationale in the credit opinion published on www.moodys.com. Universal Orlando's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of Universal Orlando's core industry and Universal Orlando's ratings are believed to be comparable to those of other issuers of similar credit risk. UCDP, headquartered in Orlando Florida, operates the Universal Studios Florida and Universal Islands of Adventure theme parks, and Universal CityWalk Orlando, a dining, retail and entertainment complex. Universal Orlando is a 50-50 joint venture of Blackstone and a wholly-owned subsidiary of Vivendi Universal Entertainment LLLP (VUE; an affiliate of Universal Studios, which is a subsidiary of NBCU). Revenue for the fiscal year ended December 2010 was $1.1 billion. US CENTURY: Fitch Affirms Issuer Default Rating at 'C' ------------------------------------------------------ Fitch Ratings has affirmed and withdrawn its ratings on U.S. Century Bank including the long-term Issuer Default Rating IDR of 'C'. USCB's ratings reflect continued weak financial performance, mainly its exposure to South Florida commercial real-estate, where commercial real estate values have fallen by an estimated 50%-60% since 2007. Fitch had anticipated that USCB would incur higher losses and potentially breach regulatory capital ratios. Although the company remains above minimum regulatory capital standards to be considered 'well-capitalized', Fitch believes that, given the bank's CRE and construction portfolios, the embedded losses will deplete capital further. In Fitch's opinion, USCB will likely need to raise additional capital. It is also extremely likely that the bank's regulator will place capital requirements on the bank through a regulatory agreement. A bank with a long-term IDR of 'C' is by definition considered to have exceptionally high levels of credit risk. Default is considered imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a 'C' category rating also include that the issuer has entered into a grace or cure period following non-payment of a material financial obligation. The 'E' Individual rating reflects a bank with very serious problems, which either requires or is likely to require external support. In Fitch's view, absent this external support in the form of a recapitalization, USCB's Individual rating faces the potential of a further downgrade to 'F', defined as a bank that has either defaulted or, in Fitch's opinion, would have defaulted if it had not received external support. Fitch has withdrawn the ratings due to a lack of market interest, combined with a lack of information provided by the company. While public information is available through regulatory filings, Fitch views the information currently available from all sources to be below the necessary threshold to maintain ratings on the company. There are no rated debt issuances. Established in October 2002, USCB is a Miami-based community bank with assets totaling $1.68 billion and equity totaling $147.7 million at Dec. 31, 2010. The bank currently has 25 offices in Miami-Dade and Broward Counties. USCB is owned by approximately 450 shareholders and regulated by the FDIC. The bank is a stand-alone banking institution without a holding company and does not have any subsidiaries. Fitch has affirmed and withdrawn these ratings: U.S. Century Bank -- Long-term Issuer Default Rating at 'C '; -- Long-term deposits at 'C/RR3'; -- Short-term IDR at 'C'; -- Short-term deposits at 'C'; -- Individual at 'E'; -- Support at '5'; -- Support floor 'NF'. VICEROY RESORT: Said to Prepare for Bankruptcy With Starwood Deal ----------------------------------------------------------------- Mike Spector and Kris Hudson, writing for The Wall Street Journal, report that the 166-room resort on the Caribbean island of Anguilla plans to file for bankruptcy protection and then ask a U.S. judge to approve an auction in Anguilla. According to the report, people familiar with the matter said the owners of the Viceroy resort are preparing to put the posh getaway into bankruptcy court in a deal that would hand the hotel suites and villas to real-estate mogul Barry Sternlicht's Starwood Capital. The Viceroy is owned by a partnership of Viceroy Hotels & Resorts and Lubert-Adler Real Estate Funds. Sources said the filing may occur as soon as Thursday. The Journal notes the Viceroy's current owners got a $358 million mortgage from Citigroup Inc. in 2006 with a goal of attracting rich vacationers to luxurious amenities that included personal pools for each villa. The developers described it as an "exquisite rendition of the residential resort concept" on Anguilla. Law firm Akin Gump Strauss Hauer & Feld is advising Viceroy. DLA Piper is advising Starwood. WEST END FINANCIAL: Files for Chapter 11, Blames Ex-Owner --------------------------------------------------------- West End Financial Advisors LLC, Sentinel Investment Management Corp. and a number of affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15, 2011. William Landberg created WEFA in 2000 as an investment and financial management company. Subsequently he purchased Sentinel Investment Management Corp., a boutique investment advisory company. Sentinel and WEFA targeted individual private clients for investments in fixed income funds and alternative investment products. The funds were generally structured as limited partnerships. WEFA was the general partner of many of the limited partnerships created by Mr. Landberg and received fees for its administration and management of the limited partnerships. Sentinel was an investment manager for some of the LPs and received additional fees for its role in providing investment advice to the limited partners who invested in the various Funds. Mr. Landberg created approximately 42 limited partnership funds as investment vehicles. Two funds in particular were the major funds in which LPs and other West End Funds were invested -- West End Mortgage Finance Fund a/k/a WEMFF a/k/a the "Franchise Fund" and West End Mercury Short Term a/k/a Mercury a/k/a the "Hard Money Fund." The Franchise Fund was engaged in the business of making franchise loans to commercial food service franchisees, whereas the Hard Money Fund was in the business of making short term real estate mortgage loans. Raymond J. Heslin, managing member and general partner of WEFA, relates that after discovering misappropriation of funds by Mr. Landberg, he caused Sentinel, WEFA and all of the Debtors to suspend their normal operations and distributions and conducted an internal investigation that led to discovery of further improprieties. Mr. Landberg's involvement in the management and operation of the West End Funds immediately ceased and he ultimately resigned from all West End related entities effective June 2,2009. Mr. Heslin retained Jeffrey Hoffman, Esq., at Hoffman & Pollack on behalf of the Debtors to conduct a criminal investigation and he promptly met with representatives of the United States Department of Justice, the Securities and Exchange Commission, and the Federal Bureau of Investigation in order to provide full disclosure of the facts and documents As a result of disclosure of Mr. Landberg's improprieties, at the height of the credit market freeze, MCC Funding LLC (the Hard Money Fund) received a notice of default on or about May 11,2009 from WestLB AG, New York Branch for, among other things, MCC's use of funds for purposes other than set forth in the $200 million revolving credit Facility. Numerous other defaults preceded. Thesnotices of default entitled the identified lenders to pursue their remedies under the various loan agreements including foreclosing on certain secured collateral. The immediate nearly impossible problem was to find a lending source in frozen credit markets which would enable WEFA to return the approximately $11 million in misappropriated funds to WestLB and to secure interim funding thereby allowing WEFA to maintain its business operations. To that end, WEFA immediately began investigating various funding alternatives and presented potential investment partners to WestLB and to arrange for the sale of collateral on a loan. On July 9, 2009, after substantial negotiations, Mercury entered into a letter of intent and term sheet with Northlight Financial, LLC in which Northlight agreed under certain conditions to provide a secured credit loan to Mercury of up to $6 million. The funds loaned by Northlight to Mercury occurred in a series of transactions that closed over the span of several months in August 2009, December 2009, January and February 2010. The Debtors on Jan. 11, 2011 retained GoldinAssociates LLC, to act as an Independent Monitor to the Funds assisting in the formulation of a plan of distribution for the Funds' assets. On Jan. 20, 2011, the SEC filed a complaint against WEFA, WECM and Sentinel Investment Management Corporation. On Jan. 26,2011, the SEC made an ex parte motion for a TRO and a motion for a preliminary injunction appointing an Independent Monitor, Mark Radke, with few restrictions on his fees and powers. The Company Defendants filed a motion to dissolve the ex parte TRO, and opposed the SEC's Motion. Following careful consideration of all alternatives, the Company, Funds and WELPAC have determined that the commencement of the Bankruptcy Cases will maximize the return for both creditors and LPs of the Funds as the protections afforded the Funds in bankruptcy court will, offer relief, allow for the consolidation of the Funds to account for the comingling that occurred under Mr. Landberg and ensure an equitable result for all creditors an parties of interest including the LPs. Ownership Interests According to a court filing attached to the petition, the Debtors own interests in certain non-debtor entities: * West End Financial Advisors, LLC owns an interest in Geneva Mortgage Company; * West End Real Estate Fund I LP owns an interest in Scioto LLC; Easton Ridge Apartments LLC; Ivywood 67 LLC; Burgundy 102 LLC; and 90 LLC. * West End Special Opportunity Fund II, LP owns 14.9% ofthe publicly traded common stock in Fusion Telecommunications International Inc. * West End Special Opportunity Fund, LP owns an interest in Southwood Court Properties and Kensington Financial Services; and 183,333 shares in Rovian. * West End Mortgage Finance Fund I, LP owns an interest in Century Financial. WEST END FINANCIAL: Case Summary & 57 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: West End Financial Advisors LLC, Debtor 410 Park Avenue, 15th Floor New York, NY 10022 Bankruptcy Case No.: 11-11152 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Sentinel Investment Management Corp. 11-11153 West End Capital Management, LLC 11-11154 Benedek Development Group, LLC 11-11155 West End Mercury Short Term Mortgage Fund LP 11-11156 L/C Family Limited Partnership 11-11157 SIMCO SPV 1 LP 11-11158 West End Fixed Income Partners, LP 11-11159 West End Income Strategies Fund, LP 11-11160 West End Absolute Return Fund I, LP 11-11161 West End Mortgage Finance Fund I LP 11-11162 West End Private Client Income Fund LP 11-11163 West End Real Estate Fund I LP 11-11164 West End Special Opportunity Fund, LP 11-11165 West End Special Opportunity Fund II LP 11-11166 Amagansett Realty SPV 1, LLC 11-11167 Chapter 11 Petition Date: March 15, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Debtors' Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Lead Debtor's Estimated Assets: $1,000,001 to $10,000,000 Lead Debtor's Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Raymond J. Heslin, manager. Debtor's List of 57 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Signature Bank -- $2,600,000 565 Fifth Avenue New York, NY 10017 Becker, Glynn, Melamed & Muffly LLP-- $288,668 299 Park Avenue New York, NY 10171 Daylight Forensic & Advisory LLC -- $272,177 1 Rockefeller Plaza New York, NY 10020 Kramer, Kevin -- $200,000 Citrin Cooperman & Company -- $178,046 Sonnenschein, Nath & Rosenthal, LLP-- $177,396 Seyfarth Shaw LLP -- $143,084 Marks, Paneth & Shron -- $97,500 Tannenbaum, Helpern, Syracuse & -- $87,803 Hirschtritt American Express (W. Landberg) -- $82,667 Hoffman & Pollok LLP -- $50,433 Moore, Thomas -- $50,000 Interactive Data Real - Time -- $38,530 Services Smallberg, Sorkin & Co. LLP -- $30,911 Davis, Jonathan -- $25,219 Canon Financial Services Inc. -- $21,000 Clayman & Rosenberg -- $18,387 Ferber, Chan, Essner & Coller, LLP -- $14,107 Esseks, Hefter & Angel, LLP -- $10,265 Thomson Financial LLC -- $9,083 William O'Neil Co. -- $6,250 Risk Metrics Group -- $6,047 Abrams, Fensterman, Fensterman, -- $5,000 et al Time Warner Cable -- $4,804 Pitney Bowes Global Financial -- $4,561 Service LLC Becker, Glynn, Melamed & Muffy LLP -- $4,293 Live Office -- $3,125 Imperial Credit Corporation -- $3,117 Staples Business Advantage -- $2,601 Data Mining Technologies -- $2,558 Kramer, Kevin -- $2,500 Travelers -- $2,399 De Lange Landen -- $2,228 Atzian, Lynn, CPA -- $1,920 Ford & Harrison LLP -- $1,866 United Corporate Service -- $1,835 Brecher, Daniel -- $1,826 Saul Ewing -- $1,760 Seamless Web Professional -- $1,449 Solutions, Inc. Superior Resource Printing & -- $1,257 Graphics Town Clerk - Town of East Hampton -- $1,130 Avenue Magazine -- $1,000 Guardian Service Industries, Inc. -- $588 Pitney Bowes Purchase Power -- $573 Interior Foliage Design, Inc. -- $515 ATA Corporate Service, LLC -- $450 Active Irrigation, Inc. -- $380 Poland Spring -- $348 CSC -- $284 Johnson, Kenneth A. -- $278 Alliance Distributors & Services, -- $250 LLC American Stock Exchange LLC -- $217 Broadview Networks -- $200 City Market -- $195 JG Graphics -- $82 Federal Express -- $15 Conte Consulting -- unknown WESTERN REFINING: S&P Assigns 'B' Rating to $325 Mil. Senior Loan ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' issue rating to El Paso, Texas-based Western Refining Inc.'s proposed $325 million senior secured term loan B. S&P has assigned a '3' recovery rating to this debt, indicating S&P's expectation of meaningful (50% to 70%) recovery in the event of payment default. The refiner plans to use the proceeds from its proposed term loan to retire the $317 million currently due on its existing term loan B due May 30, 2014. S&P also affirmed the 'B' rating on Western's other senior secured debt obligations and removed it from CreditWatch where it had been placed with negative implications on Aug. 9, 2010. S&P revised the recovery rating on these obligations to '3', which indicates its expectation of meaningful (50% to 70%) recovery in the event of a default, from '4'. These ratings incorporate S&P's revised assumptions for applying its recovery methodology to assign recovery ratings to refiners. The 'B' corporate credit rating and stable outlook on Western reflects the company's exposure to the cyclical and capital- intensive refining industry, aggressive debt leverage, volatile operating margins, and a high degree of operating leverage. Ratings also reflect its adequate liquidity and operations in PADD 3, where refineries operating in that region have historically been more profitable than refineries exposed to coastal dynamics and imports. The stable outlook reflects S&P's expectation that Western will maintain adequate liquidity despite potential volatility in refining margins. S&P envision that the company will use excess cash flow to reduce debt. In addition, S&P expects Western to maintain minimum liquidity of $125 million throughout the refining cycle. S&P does not currently foresee the company breaching this level given its expectation that the company will be free cash flow positive in 2011. Ratings List Western Refining Inc. Corporate credit rating B/Stable/-- New Rating Proposed $325 mil Term Loan B B Recovery rating 3 Rating Affirmed; Recovery Rating Revised To From -- ---- Senior secured debt B B Recovery rating 3 4 * Study: Private Equity Firms Using IPOs to Refinance Heavy Debt ---------------------------------------------------------------- Dow Jones' DBR Small Cap reports that private equity firms have to refinance $814 billion in debt by 2016 and many are choosing to sell down their debt in leveraged companies via initial public offerings, according to research released. The report relates that the debt load, spread over 6,055 deals held by private equity portfolio companies globally, is due to mature over the next six years, with over $80 billion across 752 deals due for refinancing this year alone, according to a new report from international law firm Freshfields Bruckhaus Deringer. "Given the sheer volume and size of maturing LBOs [leveraged buyouts] a large number of businesses will require some form of debt restructuring, with an armory of solutions likely to be deployed," DBR quotes David Trott, head of U.K. banking at Freshfields, as saying. Mr. Trott predicts that buyout firms are likely to cut their interest in leveraged companies via an initial public flotation while at the same time prepaying a significant amount of acquisition debt, the report adds. * Filings in Federal Judiciary Continued to Grow in FY2010 ---------------------------------------------------------- In fiscal year 2010, the federal district courts saw continued growth in civil, criminal, and bankruptcy filings, as well as the number of pretrial services cases and persons under supervision. This continues a decade-long trend of growth in these filings. Only the total number of appeals filed declined, pulled down by slight drops in criminal and administrative agency appeals. The number of civil appeals filed remained relatively unchanged. Federal court caseload statistics for fiscal year 2010 were released March 15 by the Administrative Office of the United States Courts. Complete statistics for FY 2010, which ran from October 1, 2009, to Sept. 30, 2010, are now available in Judicial Business of the United States Courts, at http://www.uscourts.gov/Statistics/JudicialBusiness.aspx In 2010, the U.S. bankruptcy courts received 1,596,355 bankruptcy petitions, a 14 percent increase over the number received in 2009. This year's total was the highest since 2005, the last full year before the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 took effect. Nonbusiness petitions grew 14 percent while business petitions fell 1 percent. Bankruptcy filings rose in 73 of the 90 bankruptcy courts, remained steady in one court (the Western District of Pennsylvania), and fell in 16 courts. The Eastern and Western Districts of Tennessee reported reductions of 6 percent in bankruptcy filings, the sharpest declines in total filings nationwide. Filings in all four California districts grew by more than 20 percent. The largest percentage increases in the nation were in the Central District of California and the Southern District of Florida, both of which had 42 percent more filings in FY 2010. Filings rose 36 percent in the District of Arizona. Of the 14 courts where filings rose by more than 20 percent, 11 were west of the Mississippi River. A copy of the release is available at http://is.gd/GmDdGL * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In Re Kerry Moriarty Bankr. C.D. Calif. Case No. 11-11059 Chapter 11 Petition filed March 9, 2011 In Re Milton Quach Bankr. C.D. Calif. Case No. 11-13265 Chapter 11 Petition filed March 9, 2011 In Re Ruben Fernandez Bankr. C.D. Calif. Case No. 11-20171 Chapter 11 Petition filed March 9, 2011 In Re Evelyn Harbold Bankr. N.D. Calif. Case No. 11-30925 Chapter 11 Petition filed March 9, 2011 In Re Mikhail Vykhopen Bankr. M.D. Fla. Case No. 11-04269 Chapter 11 Petition filed March 9, 2011 In Re Limitless Design & Construction, Inc. dba Limitless Bankr. N.D. Ill. Case No. 11-09728 Chapter 11 Petition filed March 9, 2011 See http://bankrupt.com/misc/ilnb11-09728p.pdf See http://bankrupt.com/misc/ilnb11-09728c.pdf In Re Bruce Deans Bankr. D. Md. Case No. 11-14758 Chapter 11 Petition filed March 9, 2011 In Re Liberator, LLC Bankr. D. Mass. Case No. 11-11935 Chapter 11 Petition filed March 9, 2011 See http://bankrupt.com/misc/mab11-11935.pdf In Re Gregory Dalton Bankr. N.D. Miss. Case No. 11-11106 Chapter 11 Petition filed March 9, 2011 In Re Robert Langner Bankr. N.D. Miss. Case No. 11-11109 Chapter 11 Petition filed March 9, 2011 In Re Troy Regas Bankr. D. Nev. Case No. 11-50717 Chapter 11 Petition filed March 9, 2011 In Re Joe Hyatt Bankr. D. N.M. Case No. 11-10973 Chapter 11 Petition filed March 9, 2011 In Re Craig Mahrle Bankr. M.D. Pa. Case No. 11-01642 Chapter 11 Petition filed March 9, 2011 In Re Wayne Building Company, Inc. Bankr. M.D. Pa. Case No. 11-01645 Chapter 11 Petition filed March 9, 2011 See http://bankrupt.com/misc/pamb11-01645.pdf In Re Springfield Munitions Company, LLC Bankr. W.D. Pa. Case No. 11-10398 Chapter 11 Petition filed March 9, 2011 See http://bankrupt.com/misc/pawb11-10398.pdf In Re Felix Lopez Calderon Bankr. D. Puerto Rico Case No. 11-01981 Chapter 11 Petition filed March 9, 2011 In Re Cleopatra Lounge LLC Bankr E.D. Va. Case No. 11-11646 Chapter 11 Petition filed March 9, 2011 filed pro se In Re Barbara Donahue Bankr. S.D. W.Va. Case No. 11-30158 Chapter 11 Petition filed March 9, 2011 In Re Forrest Donahue Bankr. S.D. W.Va. Case No. 11-30159 Chapter 11 Petition filed March 9, 2011 In Re Willard Ryals Bankr. S.D. Ala. Case No. 11-00932 Chapter 11 Petition filed March 10, 2011 In Re Mark Rusin Bankr. D. Ariz. Case No. 11-06081 Chapter 11 Petition filed March 10, 2011 In Re Ryung Ro Bankr. D. Ariz. Case No. 11-06068 Chapter 11 Petition filed March 10, 2011 In Re Warren Gillette Bankr. D. Ariz. Case No. 11-06173 Chapter 11 Petition filed March 10, 2011 In Re EA KM Investment, Inc. Bankr. C.D. Calif. Case No. 11-20383 Chapter 11 Petition filed March 10, 2011 See http://bankrupt.com/misc/cacb11-20383.pdf In Re Kevin Monosco Bankr. C.D. Calif. Case No. 11-11098 Chapter 11 Petition filed March 10, 2011 In Re Vahe Aftandilian Bankr. C.D. Calif. Case No. 11-12992 Chapter 11 Petition filed March 10, 2011 In Re John Samarin Bankr. E.D. Calif. Case No. 11-12793 Chapter 11 Petition filed March 10, 2011 In Re All Freight Logistics, LLC Bankr. D. Conn. Case No. 11-30581 Chapter 11 Petition filed March 10, 2011 See http://bankrupt.com/misc/ctb11-30581.pdf In Re Savin Rock Roasting Company II, Inc. fdba Harborside Bar & Grille Bankr. D. Conn. Case No. 11-50438 Chapter 11 Petition filed March 10, 2011 See http://bankrupt.com/misc/ctb11-50438.pdf In Re Water Tower Hardware Bankr. M.D. Fla. Case No. 11-03252 Chapter 11 Petition filed March 10, 2011 See http://bankrupt.com/misc/flmb11-03252.pdf In Re Sagewood LLC Bankr. D. Idaho Case No. 11-40286 Chapter 11 Petition filed March 10, 2011 See http://bankrupt.com/misc/idb11-40286.pdf In Re Jeffery Agunath Bankr. N.D. Ill. Case No. 11-09949 Chapter 11 Petition filed March 10, 2011 In Re Ali Eshghi Bankr. D. Md. Case No. 11-14806 Chapter 11 Petition filed March 10, 2011 In Re One Stop, LLC Bankr. E.D. Mich. Case No. 11-46467 Chapter 11 Petition filed March 10, 2011 See http://bankrupt.com/misc/mieb11-46467.pdf In Re Lonnie Empey Bankr. D. Nev. Case No. 11-13308 Chapter 11 Petition filed March 10, 2011 In Re Sima Har-Lev Bankr. D. Nev. Case No. 11-13346 Chapter 11 Petition filed March 10, 2011 In Re Mott Marina, LLC Bankr E.D.N.Y. Case No. 11-41863 Chapter 11 Petition filed March 10, 2011 filed pro se In Re 47th Street Gourmet Inc. aka Teresa's Gourmet Cafe Bankr. S.D.N.Y. Case No. 11-11021 Chapter 11 Petition filed March 10, 2011 See http://bankrupt.com/misc/nysb11-11021.pdf In Re 420 Amsterdam Corp. dba 420 Bar & Lounge Bankr. S.D N.Y. Case No. 11-11039 Chapter 11 Petition filed March 10, 2011 See http://bankrupt.com/misc/nysb11-11039.pdf In Re Anthony Trigona Bankr. W.D. Pa. Case No. 11-70234 Chapter 11 Petition filed March 10, 2011 In Re John Chapman Bankr. M.D. Tenn. Case No. 11-02435 Chapter 11 Petition filed March 10, 2011 In Re NSC Improvement Inc. Bankr E.D. Va. Case No. 11-50441 Chapter 11 Petition filed March 10, 2011 filed pro se In Re Jarman Hothi Bankr. E.D. Wash. Case No. 11-01176 Chapter 11 Petition filed March 10, 2011 In Re T & L Communications, Inc. Bankr. W.D. Wash. Case No. 11-41833 Chapter 11 Petition filed March 10, 2011 See http://bankrupt.com/misc/wawb11-41833.pdf In Re Thomas Scesniak Bankr. W.D. Wash. Case No. 11-12680 Chapter 11 Petition filed March 10, 2011 In Re Douglas Depugh Bankr. D. Ariz. Case No. 11-06304 Chapter 11 Petition filed March 11, 2011 In Re Hamilton Dental Designs, Inc. Bankr. E.D. Calif. Case No. 11-90885 Chapter 11 Petition filed March 11, 2011 See http://bankrupt.com/misc/caeb11-90885.pdf In Re Grimes Cranes, Inc. Bankr. N.D. Fla. Case No. 11-40180 Chapter 11 Petition filed March 11, 2011 See http://bankrupt.com/misc/flnb11-40180.pdf In Re Alan Verdoes Bankr. D. Minn. Case No. 11-31535 Chapter 11 Petition filed March 11, 2011 In Re Camp Tashbar LLC Bankr. E.D.N.Y. Case No. 11-41885 Chapter 11 Petition filed March 11, 2011 See http://bankrupt.com/misc/nyeb11-41885.pdf In Re FJB LLC Bankr. S.D.N.Y. Case No. 11-11060 Chapter 11 Petition filed March 11, 2011 See http://bankrupt.com/misc/nysb11-11060.pdf In Re Martin Prager Bankr. S.D.N.Y. Case No. 11-11049 Chapter 11 Petition filed March 11, 2011 In Re Jamela Williams Bankr. W.D. Pa. Case No. 11-21417 Chapter 11 Petition filed March 11, 2011 In Re Jamestown Water Systems, LLC Bankr D. S.C. Case No. 11-01611 Chapter 11 Petition filed March 11, 2011 filed pro se In Re The Islamic Center Of Memphis, Inc. Bankr. W.D. Tenn. Case No. 11-22615 Chapter 11 Petition filed March 11, 2011 See http://bankrupt.com/misc/tnwb11-22615.pdf In Re Howard Coulson Bankr. E.D. Wash. Case No. 11-01206 Chapter 11 Petition filed March 11, 2011 In Re Robert Schreihans Bankr. D. Nev. Case No. 11-50774 Chapter 11 Petition filed March 13, 2011 In Re A New Beginning Community Organization Bankr. W.D. Tenn. Case No. 11-22618 Chapter 11 Petition filed March 13, 2011 See http://bankrupt.com/misc/tnwb11-22618.pdf In Re Maria Balderas Bankr. C.D. Calif. Case No. 11-18201 Chapter 11 Petition filed March 14, 2011 In Re Market Street Self Storage LLC Bankr C.D. Calif. Case No. 11-18289 Chapter 11 Petition filed March 14, 2011 filed pro se In Re Pacific Holding and Development, LLC Bankr. C.D. Calif. Case No. 11-18204 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/cacb11-18204.pdf In Re Pirate Auto Recovery, Inc. Bankr. C.D. Calif. Case No. 11-20865 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/cacb11-20865.pdf In Re SMLD, LLC Bankr. N.D. Calif. Case No. 11-42733 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/canb11-42733.pdf In Re Tru Bach Bankr. N.D. Calif. Case No. 11-42710 Chapter 11 Petition filed March 14, 2011 In Re Robert McAllister Bankr. D. Colo. Case No. 11-15009 Chapter 11 Petition filed March 14, 2011 In Re Eagle Storage, LLC Bankr. M.D. Fla. Case No. 11-04482 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/flmb11-04482.pdf In Re Roozbeh Davani Bankr. M.D. Fla. Case No. 11-01685 Chapter 11 Petition filed March 14, 2011 In Re Ocean Garden Development, LLC. Bankr S.D. Fla. Case No. 11-16685 Chapter 11 Petition filed March 14, 2011 filed pro se In Re Serenity Cove Resort, LLC Bankr. S.D. Fla. Case No. 11-16715 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/flsb11-16715p.pdf See http://bankrupt.com/misc/flsb11-16715c.pdf In Re DKB College Fund LLC Bankr N.D. Ga. Case No. 11-57802 Chapter 11 Petition filed March 14, 2011 filed pro se In Re Life-Force EMS, Inc. dba Life-Force Ambulance Bankr N.D. Ga. Case No. 11-40784 Chapter 11 Petition filed March 14, 2011 filed pro se In Re 4 D Petroleum Consultants LLC Bankr. D. Kan. Case No. 11-10580 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/ksb11-10580.pdf In Re Brian Metzger Bankr. D. Kan. Case No. 11-10586 Chapter 11 Petition filed March 14, 2011 In Re Richard Armer Bankr. D. Kan. Case No. 11-10557 Chapter 11 Petition filed March 14, 2011 In Re Richard G. Armer LLC Bankr. D. Kan. Case No. 11-10578 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/ksb11-10578.pdf In Re Kids Only II Preschool, L.L.C. Bankr. W.D. La. Case No. 11-50338 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/lawb11-50338.pdf In Re Calvary Church of God in Christ, Inc. Bankr. D. Md. Case No. 11-15162 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/mdb11-15162.pdf In Re Stout Industries, LLC Bankr. E.D. Mich. Case No. 11-46842 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/mieb11-46842p.pdf See http://bankrupt.com/misc/mieb11-46842c.pdf In Re Bello Food & Restaurant Inc. Bankr E.D.N.Y. Case No. 11-71531 Chapter 11 Petition filed March 14, 2011 filed pro se In Re Daniel Karron Bankr. E.D.N.Y. Case No. 11-71546 Chapter 11 Petition filed March 14, 2011 In Re Bijan Danialian Bankr. S.D.N.Y. Case No. 11-11115 Chapter 11 Petition filed March 14, 2011 In Re Walton Smith Bankr. E.D. N.C. Case No. 11-01948 Chapter 11 Petition filed March 14, 2011 In Re Leachman Investments, LLC Bankr. W.D. N.C. Case No. 11-10237 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/ncwb11-10237.pdf In Re XXIV, LLC Bankr. E.D. Pa. Case No. 11-11888 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/paeb11-11888.pdf In Re B & D Enterprise and Contracting, Inc. Bankr. E.D. Tenn. Case No. 11-11447 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/tneb11-11447.pdf In Re Hamid Hosseinian Bankr. E.D. Va. Case No. 11-11762 Chapter 11 Petition filed March 14, 2011 In Re Jord Construction, LLC Bankr. E.D. Va. Case No. 11-31653 Chapter 11 Petition filed March 14, 2011 See http://bankrupt.com/misc/vaeb11-31653.pdf ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. 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 ***