/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110413.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 13, 2011, Vol. 14, No. 102 Headlines ACADIA INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors ADELPHIA COMMUNICATIONS: Goldman Sachs Gets to Keep $62.9M AGA FLOWERS: Funds Locators Not Entitled to Unclaimed Sums AMR CORP: BlackRock Discloses 3.25% Equity Stake ANGEL ACQUISITION: Reports $869,006 Net Income in 2010 APPLESEED'S INTERMEDIATE: Golden Gate Capital Objects to Plan ART ONE: Section 341(a) Meeting Scheduled for May 6 ARYX THERAPEUTICS: Suspending Filing of Reports With SEC ARYX THERAPEUTICS: Prudential Ceases to Hold 5% Equity Stake BALANCE DAY: Files for Chapter 7 Bankruptcy BALLY TECHNOLOGIES: Moody's Cuts Corp. Family Rating to 'Ba3' BEAVER BROOK: Extends $9.5 Million Loan Through 2015 BIOFUEL ENERGY: David Einhorn Discloses 35.9% Equity Stake BLOCKBUSTER INC: Files Order to Divide Sale Proceeds BORDERS GROUP: Publishers Not Impressed With Business Plan BORDERS GROUP: Sec. 341 Meeting Continued to May 3 BORDERS GROUP: Court Sets June 1, 2011 Claims Bar Date BROADCAST INT'L: Amends Form S-1 for 40.6 Million Shares CABI SMA: Court Won't Fast-track Decision on Condo Deals CALUMET SPECIALTY: Moody's Assigns 'B3' to Proposed $375MM Notes CAPMARK FINANCIAL: Judge to Review Creditors' $96MM Goldman Claim CAPSALUS CORP: To Restate 2010 Financials Due to SEC Comments CASCADIA PARTNERS: Disclosure Statement Hearing Set for April 18 CENTURA LAND: Section 341(a) Meeting Scheduled for May 6 CHEMTURA CORP: Judge Allows Firm to Alter Former Execs' Benefits CHESAPEAKE MIDSTREAM: Moody's Gives 'Ba3 on Proposed $350MM Notes CHESTER COUNTY: S&P Puts 'BB-' Rating on $57.4MM Series 2011 Bonds CHINA NETWORKS: Brian Taylor Discloses 9.7% Equity Stake CLEAN BURN: Files Schedules of Assets & Liabilities CLEAN BURN: Section 341(a) Meeting Scheduled for May 10 CLICO (BAHAMAS): Creditors to Recover $50MM++ From Assets Sale CMHA/TCB I: Section 341(a) Meeting Scheduled for May 3 CMHA/TCB V: Section 341(a) Meeting Scheduled for May 3 COMMERCIAL VEHICLE: To Offer $225MM of Sr. Secured Notes Due 2019 COMMERCIAL VEHICLE: Refinances Substantially All of Existing Debt COMMUNITY CENTRAL: Gets Letter From Nasdaq Due to Late Form 10-K CROSS BORDER: Restates Form 10-Q to Correct Sale Acctg. Treatment CYBEX INT'L: Gets Non-Compliance Notice From NASDAQ DANAOS CORPORATION: Incurs US$102.34 Million Net Loss in 2010 DAUFUSKIE ISLAND: Two Secured Creditors Split Assets DVI INC: Trustee to Take Merrill to Trial Over Transfers DYNEGY INC: BlackRock Discloses 4.70% Equity Stake DYNEGY INC: H. Harrison Named Interim President and CEO E-DEBIT GLOBAL: In Talks With Atticus to Expand Leasing Program EASTMAN KODAK: LMM LLC Discloses 7.02% Equity Stake EL CENTRO: Case Summary & 7 Largest Unsecured Creditors ELEPHANT TALK: QAT II Investments Has 5.84-Mil. Shares ENDO PHARMACEUTICALS: Moody's Reviews Notes' Rating for Downgrade ENDO PHARMACEUTICALS: S&P Puts 'BB+' Rating on Watch Negative ENERGY FUTURE: Lenders Consent to Amendment of 2007 Credit Pact EPICEPT CORP: Has Not Regained Compliance With Nasdaq's Rule ESHCOL VALLEY: Case Summary & 3 Largest Unsecured Creditors EVERGREEN ENERGY: Names M. Brennan as C-Lock President FANNIE MAE: FHFA Approves 2011 Corporate Goals FIRST SECURITY: Fails to Comply With Nasdaq's Bid Price Rule FORD MOTOR: BlackRock Discloses 4.7% Equity Stake FORD MOTOR: Japan Quake Could Affect Results of Operations FOREST GROVE: Court Rejects 11th-Hour Subpoena on Ameris Bank FOREST GROVE: Judge Won't Reverse Case Dismissal FRE REAL ESTATE: Section 341(a) Meeting Scheduled for May 6 FREESCALE SEMICONDUCTOR: Moody's Keeps 'B3' Corp. Family Rating GALP GRAYRIDGE: Amends Plan, Disc. Statement Hearing Next Week GARLAND SIERRA: Voluntary Chapter 11 Case Summary GENCORP INC: Reports $1.20 Million Net Income in 1st Quarter GENERAL MARITIME: Frank Johnson Discloses 7.6% Equity Stake GENTA INC: Has 68.55-Mil. Outstanding Common Shares GEORGE F. GUTHRIE: Case Summary & 9 Largest Unsecured Creditors GLOBAL CROSSING: To Merge With Level 3 in $1.9BB All-Stock Deal GLOBAL CROSSING: Acquisition by Level 3 Cues Moody's Rating Review GROVE STREET: GE Unit Prevails in Breach of Guaranty Lawsuit GRUBB & ELLIS: Gets Non-Compliance Notice From NYSE HARLAN LABORATORIES: Moody's Affirms 'B3' Corp. Family Rating HARRY & DAVID: Committee Retains Lowenstein Sandler as Counsel HASSEN REAL ESTATE: Files for Chapter 11 in Los Angeles HD SUPPLY: Exploring Strategic Alternatives on Plumbing Business HENDRICKS FURNITURE: Zenith Buys Boyles Property for New HQ HORIZON LINES: Customers Unfazed by Going Concern Qualification HOVNANIAN ENTERPRISES: Unit Commences Consent Solicitation HSRE-CDS I: Section 341(a) Meeting Scheduled for May 10 IMH FINANCIAL: Steven Darak Appointed as Board Member INDUSTRIAL ENTERPRISES: Baker & McKenzie Sued Over Collapse ISTAR FINANCIAL: S&P Puts BB- Rating on $2.95BB Credit Facility JAMES RIVER: Wellington Management Discloses 11.32% Equity Stake JENLA REAL ESTATE: Case Summary & 5 Largest Unsecured Creditors KEMET CORP: S&P Ups Corp. Credit Rating to 'B+'; Outlook Positive KEYUAN PETROCHEMICALS: Receives NASDAQ Non-Compliance Notice KMC REAL ESTATE: Section 341(a) Meeting Scheduled for May 23 LA JOLLA PHARMACEUTICAL: Had 97MM Outstanding Shares on April 8 LA VILLITA: Has Until May 31 to Use Cash Collateral LA VILLITA: Obtains Permission to Employ Tsakopulos Brown LEE CHARTER: S&P Raises Corporate Credit Rating to 'BB+' From 'BB' LEE ENTERPRISES: Moody's Assigns 'Caa1' Corporate Family Rating LEVEL 3: To Acquire Global Crossing in $1.9BB All-Stock Deal LEVEL 3: Planned Purchase of GCI Cues Moody's Review for Upgrade LEVEL 3: Fitch Puts 'B-' Issuer Default Rating on Watch Positive LEVEL 3: S&P Places 'B-' Corp. Credit Rating on Watch Positive LIZ CLAIBORNE: S&P Cuts Corporate Credit Rating to 'SD' LOCATEPLUS HOLDINGS: Christian Williamson Resigns From Board LODGE AT BIG SKY: Court Wants Plan Filed by April 22 MAIL-SORT INC: Case Summary & 20 Largest Unsecured Creditors MANITOWOC CO: Moody's Holds B2 Corp. Family Rating; Outlook Stable MARCHFIRST INC: Court Sustains Objection to CIT Admin. Claims MARVKY CORP: Amends Plan Outline Ahead of Tomorrow's Hearing MARVKY CORP: Fannie Mae Cash Collateral Use Expires Tomorrow MERCER BUILDING: Case Summary & 20 Largest Unsecured Creditors METRO ENERGY: Case Summary & 20 Largest Unsecured Creditors METROLINA PROPERTIES: Case Summary & Creditors List MICHAEL MASTRO: Trustee Seeks Court Order to Get Medical Records MILACRON HOLDINGS: S&P Puts 'B' Corporate Credit Rating MILLENNIUM MULTIPLE: Has OK to Hire Robert Goldstein as Auditor MORAR INC: Case Summary & 5 Largest Unsecured Creditors N.J. MOTORSPORTS: TrackRacket Offers to Settle Lawsuit NOVELOS THERAPEUTICS: Completes Acquisition of Collectar PAETEC HOLDING: Moody's Puts 'Ba3' Rating on Credit Facilities PAETEC HOLDING: S&P Puts 'B' Rating on Proosed Credit Facility PATRICK JOSEPH: Case Summary & 18 Largest Unsecured Creditors PECAN SQUARE: Section 341(a) Meeting Scheduled for May 10 PHOENIX FOOTWEAR: Voluntarily Delists From NYSE Amex PHOENIX UPHOLSTERING: Case Summary & 17 Largest Unsec. Creditors PROTEONOMIX INC: Files New Patent Application for New Technology PURADYN FILTER: Incurs $1.57 Million Net Loss in 2010 QR ENERGY: Delays Filing of Annual Report on Form 10-K QR PROPERTIES: Court Denies Access to $250,000 DIP Financing QR PROPERTIES: Files Chapter 11 Plan of Reorganization QWEST COMMUNICATIONS: FMR LLC Discloses 0.439% Equity Stake R & S ST ROSE: Judge Mike K. Nakagawa Takes Over Bankruptcy Case R & S ST ROSE: Section 341(a) Meeting Scheduled for May 5 REGEN BIOLOGICS: Meniscus Implant Maker in Chapter 11 RICH INT'L: Funds Locators Not Entitled to Unclaimed Sums RIVIERA HOLDINGS: 4 Directors, Co-Chief Do Not Own Securities ROANOKE HEALTH: To Sell Southern Family to Northeast Alabama RUGGED BEAR: TRB Acquisitions Buys IP Assets SATELITES MEXICANOS: Taps Rubio Villegas as Mexican Counsel SEAHAWK DRILLING: Court Approves Hirings of Duff & Phelps, Simons SEP RIVERPARK: FAA & All America Object to Disclosure Statement SEQUENOM INC: BlackRock Discloses 10.27% Equity Stake SHOPS AT PRESTONWOOD: Section 341(a) Meeting Scheduled for May 5 SMART ONLINE: Sells Add'l $400,000 Conv. Secured Noted Due 2013 SMART ONLINE: Atlas Capital Discloses 40% Equity Stake SPANISH BROADCASTING: Board Declares Dividend of $26.875 Apiece SPECIALIZED TECHNOLOGY: Moody's Hikes Rating to 'B1' Corporate SPENCER SPIRIT: S&P Affirms 'B' Issue Rating After Bond Upsize SPONGETECH DELIVERY: Ex-Officer's Firm May Have to Pay Up $52MM SPONGETECH DELIVERY: Chapter 7 Trustee Auctions Assets SUNCAL COS: May 13 Disclosure Statement Hearing on Rival Plans SW BOSTON: Gets Green Light to Auction Hotel and Garage Operations T3 MOTION: Registers Common Stock, Warrants and Units With NYSE TEAM NATION: Reports $553,157 Net Income in 2010 TIMOTHY BLIXSETH: Bankruptcy Case May End Up in Butte Montana TRANSAX INTERNATIONAL: Sells Medlink Unit; Maintains Tech. Assets TRI-STAR ESTATES: Can Access BofA Cash Collateral Until April 28 TRI-STAR ESTATES: Proposes to Pay Claims from Sale of the Property TRICO MARINE: Unit Out-of-Court Offer Extended Until Today TRITON 2000: Voluntary Chapter 11 Case Summary TROPICANA PARTNERS: Section 341(a) Meeting Scheduled for May 5 TWAIN CONDOMINIUMS: Seeks to Employ Valuation Consultants TWAIN CONDOMINIUMS: Wants Plan Exclusivity Until July 13 ULTIMATE ACQUISITION: To Auction Off Trademarks May 25 VAIL RESORTS: Moody's Puts Ba3 Rating on New $390MM Sr. Sub. Notes VAIL RESORTS: S&P Puts 'BB' Rating on Proposed $390MM Senior Notes VITRO SAB: Mexican Appellate Court Reinstates Prepack Case WASHINGTON LOOP: Section 341(a) Meeting Scheduled for May 19 WASHINGTON LOOP: Files Schedules of Assets & Liabilities WATERSONG APARTMENTS: Section 341(a) Meeting Scheduled for May 10 WICKES FURNITURE: Court Encourages Accord in Discrimination Suit WINCOPIA FARMS: Bankr. Ct. Recommends Dismissal of Suit v. G&G ZANETT INC: To Restate Q3 Report; Sees Increase in Net Income ZEIGER CRANE: Obtains Access to Cash Collateral Until Apr. 21 ZEIGER CRANE: Proposes to Employ Mark Welch as CRO ZEIGER CRANE: Secured Creditor Seeks Appt. of Chapter 11 Trustee ZIA SHADOWS: Dist. Court Rules on Suit v. City of Las Cruces * Moody's: U.S. Junk Default Rate Declines in March * Regional Mall Vacancy Rate at 10-Year High * Jay A. Dubow Rejoins Pepper Hamilton as Partner * Upcoming Meetings, Conferences and Seminars ********* ACADIA INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Acadia Investments L.C. 1725 Eye Street, NW, Suite 300 Washington, DC 20006 Bankruptcy Case No.: 11-12591 Chapter 11 Petition Date: April 7, 2011 Court: U.S. Bankruptcy Court Eastern District of Virginia (Alexandria) Debtor's Counsel: Janet Nesse, Esq. STINSON MORRISON & HECKER 1150 18th Street N.W., Suite 800 Washington, DC 20036 Tel: (202)785-9100 E-mail: jnesse@stinson.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/vaeb11-12591.pdf The petition was signed by Loren W. Hershey, managing member. ADELPHIA COMMUNICATIONS: Goldman Sachs Gets to Keep $62.9M ---------------------------------------------------------- Bankruptcy Law360 reports that Judge Lawrence M. McKenna on Thursday found that Goldman Sachs Group Inc. did not have to give back $62.9 million in payments it received a decade ago from a questionable account controlled by Adelphia Communications Corp. Judge McKenna granted Goldman's motion for summary judgment on the only claim against it in a complaint in the U.S. District Court for the Southern District of New York, according to Law360. About Adelphia Communications Based in Coudersport, Pennsylvania, Adelphia Communications Corporation was once the fifth-biggest cable company. Adelphia served customers in 30 states and Puerto Rico, and offered analog and digital video services, Internet access and other advanced services over its broadband networks. Adelphia collapsed in 2002 after disclosing that founder John Rigas and his family owed $2.3 billion in off-balance-sheet debt on bank loans taken jointly with the company. Mr. Rigas is serving 12 years in prison, and his son Timothy is serving 15 years. Adelphia Communications and its more than 200 affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on June 25, 2002. Willkie Farr & Gallagher represented the Debtors in their restructuring effort. PricewaterhouseCoopers served as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas-Managed Entities, were entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision LLC. The RME Debtors filed for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31, 2006. Their cases were jointly administered under Adelphia Communications and its debtor-affiliates' Chapter 11 cases. The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007. That plan became effective on Feb. 13, 2007. About Adelphia Recovery Trust The Adelphia Recovery Trust is a Delaware Statutory Trust formed pursuant to the First Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of Adelphia Communications Corporation and certain affiliated debtors. The Trust holds certain litigation claims transferred pursuant to the Plan against various third parties and exists to prosecute the causes of action transferred to it for the benefit of holders of Trust interests. AGA FLOWERS: Funds Locators Not Entitled to Unclaimed Sums ---------------------------------------------------------- Bankruptcy Judge Robert A. Mark denied motions for release of unclaimed funds in the bankruptcy cases of A.G.A. Flowers, Inc., and Rich International Airways, Inc. Funds locators typically locate creditors who did not cash or receive distributions in bankruptcy cases. The funds locators obtain an assignment of the creditor's claim, file an application to withdraw the funds deposited in the creditor's name and retain an agreed upon percentage of the money when the application is granted and the funds are dispersed. According to Judge Mark, the applications to withdraw unclaimed funds at issue in the A.G.A. Flowers and Rich International Airways cases are altogether different. They were filed by funds locators as the alleged assignees of former debtors whose assets were fully administered and distributed in Chapter 11 liquidating plans confirmed several years ago. The specific motions before the Court are: A. Omega Consulting's May 28, 2010 Motion for Release of Unclaimed Funds [in Rich International Airways, Inc.]; and When Omega filed its Motion, unsecured creditors had not been paid in full under Rich's plan of liquidation. Thus, interest holders were not entitled to any distribution. The records of the Florida Department of State reflect that Rich was administratively dissolved on Oct. 16, 1998. The Liquidating Trustee did not have sufficient funds to begin distributions to unsecured creditors until a large litigation matter brought in funds in excess of $26,000,000 in 2004, more than six years after confirmation. The Liquidating Trustee obtained an Order authorizing an interim distribution on Dec. 9, 2005, and he completed the liquidation of assets and distribution of proceeds in 2007. The Liquidating Trustee deposited the remaining funds into the registry of the court in a series of deposits in 2007 and 2008, totaling just under $800,000. A Final Decree was entered on October 30, 2008, and the estate was closed. Omega's Motion asserts its rights to the remaining funds in the court registry, alleged to be $430,122.63, as the assignee of Rich, by virtue of an assignment executed by Stephen Meenan, a former officer and director of Rich. B. Jacob Consulting's Dec. 4, 2009 Corrected Notice of Motion and Motion for Release of Unclaimed Funds [in A.G.A. Flowers, Inc. AGA's Plan of Liquidation did not provide for the distribution of unclaimed funds. The records of the Florida Department of State reflect that AGA was administratively dissolved on Oct. 4, 2002. The distribution process was completed, and the Liquidating Trustee deposited $112,389.13 in unclaimed funds into the Court's registry in 2007. A Final Decree was entered on Nov. 15, 2007, and the estate was closed. On the date Jacob filed its Motion, there was $86,690.46 in unclaimed funds remaining in the Court's registry. Jacob's Motion asserts that it is the assignee of AGA, by and through an assignment executed by its last known President, Tom Boesen. Omega and Jacob argue that, pursuant to 11 U.S.C. Sec. 347(b) and upon completion of the time allowed under 11 U.S.C. Sec. 1143, the unclaimed funds become property of the debtors. But Judge Mark held that these long ago dissolved and fully liquidated former debtors are not "debtors" under Sec. 347 entitled to the funds in the Court registry. Thus, neither Omega and Jacob nor the former officers or directors who executed the assignments to them are entitled to the funds. The funds will remain in the court registry subject to recovery only by the creditors who were entitled to the distributions under the plans. A copy of the Court's April 6, 2011 Memorandum Opinion and Order is available at http://is.gd/yHpauufrom Leagle.com. Counsel for Jacob Consulting and Omega Consulting are: William M. Olah, Esq. WILKINSON, GOELLER, MODESITT, WILKINSON & DRUMMY 333 Ohio Street Terre Haute IN 47807-3513 Tel: 812-232-4311 Fax: 812-235-5107 Counsel for the AGA Flower Chapter 11 Trustee, Kenneth Welt, is: Brett Marks, Esq. AKERMAN SENTERFITT 350 East Las Olas Boulevard, Suite 1600 Fort Lauderdale, FL 33301 Tel: 954-463-2700 Fax: 954-463-2224 E-mail: brett.marks@akerman.co Counsel for the Rich Liquidating Trustee, James Feltman, is Paul Battista, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 Southeast Second Street, 44th Floor Miami, FL 33131 Tel: 305-349-2300 Fax: 305-349-2310 About AGA Flowers Gerald Stevens Inc., and several subsidiaries, including subsidiary A.G.A. Flowers Inc., filed voluntary Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Case No. 01-13984) on April 23, 2001. The Debtors were unable to reorganize and remain in business. The assets, primarily the individual floral shops, were sold, and the Debtors filed a joint liquidating plan. The Second Amended Joint Plan of Liquidation was confirmed on April 2, 2002. The Plan provided for full payment to priority creditors, certain payments to the lenders who were partially secured, and pro rata distribution of the balance of the funds in the Liquidating Trust to Class 4 unsecured creditors. The Debtors' equity holders in Class 5 were out of the money. About Rich International Airways Rich International Airways, Inc., filed for Chapter 11 protection (Bankr. S.D. Fla. Case No. 96-17399) on Nov. 18, 1996. Its assets were liquidated and distributed under a liquidating plan. Rich's Second Amended Joint Plan of Liquidation was confirmed April 27, 1998. After distribution to certain priority and secured creditors, the Plan provided for pro rata distribution of the balance of the money in the Liquidating Trust to general unsecured creditors. AMR CORP: BlackRock Discloses 3.25% Equity Stake ------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that it beneficially owns 10,831,866 shares of common stock of AMR Corp. representing 3.25% of the shares outstanding. As of Feb. 9, 2011, 333,435,431 shares of the Company's common stock were outstanding. About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. The Company's balance sheet at Dec. 31, 2010, showed $25.09 billion in total assets, $29.03 billion in total liabilities and a $3.94 billion stockholders' deficit. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings, 'Caa1' corporate family and probability of default ratings from Moody's, and a 'B-' corporate credit rating from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services revised its outlook on AMR Corp. and its major operating subsidiary, American Airlines Inc., to stable from negative, based on AMR's improved operating performance, which has bolstered credit quality. S&P also affirmed its 'B-' corporate credit rating and most issue ratings on the two companies and lowered selected ratings on American's enhanced equipment trust certificates. ANGEL ACQUISITION: Reports $869,006 Net Income in 2010 ------------------------------------------------------ Angel Acquisition Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, reporting net income of $869,006 on $124,990 of revenue for the year ended Dec. 31, 2010, compared with net income of $500,928 on $221,807 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.79 million in total assets, $2.15 million in total liabilities, and a $360,899 stockholders' deficit. Gruber & Company, LLC, Lake Saint Louis, Missouri, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditor noted that the Company has been unable to generate sufficient operating revenues and has incurred operating losses. The Company is operating as a mortgage broker and real estate developer. However, the Company is dependent upon the available cash on hand and either future sales of securities or upon its current management or advances or loans from controlling shareholders or corporate officers to provide sufficient working capital. The Company has now changed its direction and while continuing in the mortgage business is now concentrating on taking private companies public. Angel Acquisition said in the Form 10-K that there is no assurance that the Company will be able to obtain additional funding through the sales of additional securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. It is the intent of management and controlling shareholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or controlling shareholders to provide such additional funding. The Company said that, in addition, the Company has defaulted on two loan agreements with two lending institutions one of which in October 2010 filed an intent to accelerate the Company's $495,000 credit line. This action accelerated the $495,000 balance becoming due in full. On Nov 16, 2010, Wells Fargo Bank filed a dismissal in connection with the intent to accelerate and has agreed to a loan modification. The terms of the loan modification have not yet been finalized. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/8zDSeo About Angel Acquisition Carson City, Nev.-based Angel Acquisition Corp. was incorporated under the laws of the state of Nevada on March 10, 1999, under the name Palomar Enterprises, Inc. On February 5, 2008, the Company changed its name to Angel Acquisition Corp. to properly reflect the change in business direction. The Company assists private companies in the process of going public as well as being a licensed mortgage broker and developer. APPLESEED'S INTERMEDIATE: Golden Gate Capital Objects to Plan ------------------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Golden Gate Capital Corp., the private-equity investor that's the controlling shareholder of Orchard Brands Corp., is objecting to aspects of Orchard Brands' subsidiaries' Chapter 11 plan that's up for approval at an April 14 confirmation hearing. Golden Gate notes that it's the "primary target" of lawsuits to be brought after bankruptcy by the creditors' trust. In particular, Golden Gate foresees being sued for orchestrating a $320 million "special dividend" in 2007. Mr. Rochelle relates that although Golden Gate recognizes it can't avoid a lawsuit, it doesn't want the plan to include provisions where it would be forced to waive claims against first- and second-lien lenders. The owner contends it has claims against the lenders in connection with the dividend that would be barred by the plan as proposed. Golden Gate contends the plan violates law laid down by the U.S. Court of Appeals in Philadelphia that restricts when non-bankrupt parties can be given releases under a Chapter 11 plan. The Chapter 11 Plan As reported in the Jan. 25, 2011 edition of the Troubled Company Reporter, Appleseed's Intermediate and its affiliates have filed a proposed Plan of Reorganization based upon a prepetition agreement reached with lenders. Immediately prior to the bankruptcy filing, Appleseed's reached a deal with over 80% of its first lien secured lenders and 100% of its second lien secured lenders on the terms of a reorganization that will eliminate approximately $420 million of indebtedness (over 55%) to approximately $310 million, and improve the Company's operating flexibility. The Plan provides for the reorganization of the Debtors as a going concern and contemplates satisfying claims through these sources: a. a senior secured asset-based revolving facility, referred to in the Plan as the "New ABL Facility," of up to a principal amount of $80 million -- approximately $46.2 million of which will be drawn on the Effective Date -- which will be used to fund the Debtors' ongoing operations post-emergence and to satisfy any amount outstanding under the DIP Facility Tranche A; b. a new senior secured term loan, referred to in the Plan as the "New Senior Term Loan," in the principal amount of $35 million; c. a new first lien secured term loan referred to in the Plan as the "New First Lien Term Loan," in the principal amount of $200 million; d. a new junior secured term loan referred to in the Plan as the "New Junior Term Loan," in the principal amount of $43 million; e. cash on hand to make any payments provided for in the Plan; and f. shares of stock in Reorganized Debtor, referred to in the Plan as the "New Common Stock." The Plan contemplates these distributions to the Debtors' claim holders, among other recoveries: a. DIP Facility Tranche A Lenders will receive payment in full, in Cash; b. DIP Facility Tranche B Lenders will receive a pro rata share of the New Senior Term Loan; c. First lien lenders will receive a pro rata share of (i) the New First Lien Term Loan, (ii) the New Junior Term Loan and (iii) 95% of the New Common Stock in the form of Class A Common Stock (subject to dilution on account of the Management Equity Incentive Program); d. Second lien lenders will receive a pro rata share of 5% of the New Common Stock in the form of Class B Common Stock (subject to dilution on account of the Management Equity Incentive Program); and e. Holders of qualified unsecured trade claims will be paid in accordance with the terms of the qualified vendor support agreement between the applicable Debtor and the holder of an allowed qualified unsecured trade claim. The Plan contemplates that holders of general unsecured claims and holders of AIH Note Claims will not receive any distribution on account of such Claims, and Holders of Interests in the Debtor won't receive any distribution on account of such Interests. Copies of the Plan and the Disclosure Statement are available for free at: http://bankrupt.com/misc/APPLESEEDS_INTERMEDIATE_plan.pdf http://bankrupt.com/misc/APPLESEEDS_INTERMEDIATE_ds.pdf About Appleseed's Intermediate Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard Brands sells clothing to people 55 and older. Orchard Brands has 17 brands including Appleseed's, Draper's & Damon's, Gold Violin, Haband and Norm Thompson. It publishes catalogs and has stores under its Appleseed's and Draper's & Damon's brands. It has annual sales of about $1 billion and earnings before interest, taxes, depreciation and amortization are about $50 million. Appleseed's is owned by Golden Gate Capital Corp., which also holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc. and Zale Corp. Appleseed's Intermediate and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10160) on Jan. 19, 2011. Appleseed's Intermediate estimated assets at $100 million to $500 million and debts at $500 million to $1 billion in its Chapter 11 petition. Richard M. Cieri, Esq., Joshua A. Sussberg, Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy counsel. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP, serves as local counsel to the Debtors. Moelis & Company LLC is the Debtors' investment banker and financial advisor. Alvarez & Marshal North America, LLC, is the Debtors' restructuring advisor. Pricewaterhousecoopers LLP is the Debtors' independent auditor. Kurtzman Carson Consultants LLC is the notice, claims and balloting agent. Jay R Indyke, Esq., Cathy Hershcopf, Esq., Brent Weisenberg, Esq., and Richelle Kalnit, Esq., at Cooley LLP, in New York, and Robert K Malone, Esq., Michael P Pompeo, Esq., and Howard A Cohen, Esq., at Drinker Biddle & Reath LLP, in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. ART ONE: Section 341(a) Meeting Scheduled for May 6 --------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of Art One Hickory Corporation's creditors on May 6, 2011, at 2:30 p.m. The meeting will be held at the Office of the United States Trustee, located in the Fritz G. Lanham Federal Building (FTW 341), 819 Taylor Street, Room 7A24, Fort Worth, Texas. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About ART One Hickory Fort Worth, Texas-based ART One Hickory Corporation, aka ART Two Hickory Corporation owns two four-story office buildings in North Dallas, Texas. The first is located at 1800 Valley View Lane, Dallas, Texas 75234, and is approximately 102,612 square feet. The second is located at 1750 Valley View Lane, Dallas, Texas 75234, and is approximately 96,124 square feet. Two Hickory Centre is about 75% leased, while One Hickory Centre is essentially unoccupied. ART One estimates that One Hickory Centre and Two Hickory Centre are each worth $11 million. ART One is actively marketing the Property to lease up the vacant space and improve cash flow. All or nearly all of ART One's cash flow comes from rents, common area maintenance charges, and reimbursements for property taxes. ART One is obligated by two cross collateralized notes to its mortgage lender, Cathay Bank. ART One is obligated on the note secured by One Hickory Centre in the principal amount of $8,856,155. ART One is obligated on the note secured by Two Hickory Centre in the principal amount of $9,171,208. Chapter 11 Stops Foreclosure ART One filed for Chapter 11 bankruptcy protection on April 4, 2011 (Bankr. N.D. Tex. Case No. 11-42024). Robert A. Simon, Esq., at Barlow Garsek & Simon, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. The Debtor said in a court filing that its two buildings were posted for foreclosure on April 5, 2011. ART One intends to either reorganize its financial affairs through a Chapter 11 plan, or to market and sell one or both of the buildings in a manner that will net greater return to unsecured creditors than they would have received through a foreclosure sale. Because the mortgage grants a lien on the rents and other charges generated by the property, Cathay has a lien on ART One's cash. ARYX THERAPEUTICS: Suspending Filing of Reports With SEC -------------------------------------------------------- Aryx Therapeutics, Inc., filed a Form 15 with the U.S. Securities and Exchange Commission of its suspension of its duty to file reports with respect to its common stock. The holders of the Company's common stock as April 8, 2011, are down to 73. About ARYx Therapeutics Fremont, Calif.-based ARYx Therapeutics, Inc. (NASDAQ: ARYX) -- http://www.aryx.com/-- is a biopharmaceutical company. ARYx currently has four products in clinical development: a prokinetic agent for the treatment of various gastrointestinal disorders, naronapride (ATI-7505); an oral anticoagulant agent for patients at risk for the formation of dangerous blood clots, tecarfarin (ATI-5923); an oral anti-arrhythmic agent for the treatment of atrial fibrillation, budiodarone (ATI-2042); and, an agent for the treatment of schizophrenia and other psychiatric disorders, ATI- 9242. The Company's balance sheet as of Sept. 30, 2010, showed $6.0 million in total assets, $13.7 million in total liabilities, and a stockholders' deficit of $7.7 million. As reported in the Troubled Company Reporter on April 9, 2010, Ernst & Young LLP, in Palo Alto, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following review of the Company's 2009 results, citing the Company's recurring losses from operations and stockholders' deficit. ARYX THERAPEUTICS: Prudential Ceases to Hold 5% Equity Stake ------------------------------------------------------------ In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Prudential Financial, Inc., disclosed that it has ceased to be deemed the beneficial owner of more than 5% of the outstanding common stock of ARYX Therapeutics, Inc. About ARYx Therapeutics Fremont, Calif.-based ARYx Therapeutics, Inc. (NASDAQ: ARYX) -- http://www.aryx.com/-- is a biopharmaceutical company. ARYx currently has four products in clinical development: a prokinetic agent for the treatment of various gastrointestinal disorders, naronapride (ATI-7505); an oral anticoagulant agent for patients at risk for the formation of dangerous blood clots, tecarfarin (ATI-5923); an oral anti-arrhythmic agent for the treatment of atrial fibrillation, budiodarone (ATI-2042); and, an agent for the treatment of schizophrenia and other psychiatric disorders, ATI- 9242. The Company's balance sheet as of Sept. 30, 2010, showed $6.0 million in total assets, $13.7 million in total liabilities, and a stockholders' deficit of $7.7 million. As reported in the Troubled Company Reporter on April 9, 2010, Ernst & Young LLP, in Palo Alto, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following review of the Company's 2009 results, citing the Company's recurring losses from operations and stockholders' deficit. BALANCE DAY: Files for Chapter 7 Bankruptcy ------------------------------------------- News & Record reports that Balance Day Spa has filed for Chapter 7 bankruptcy (Bankr. M.D. N.C. Case No. 11-_____) and has sold its assets to High Point's Adora Spa & Retreat. According to the report, the Company, in its petition filed March 24, estimated assets of $50,000 or less and debts from $1 million to $10 million. Among the debts, the Company owed more than $10,500 in unpaid taxes to Guilford County, $31,000 to the state and $550,000 to the IRS. The report says bankruptcy filings showed that Adora acquired all of Balance Day Spa's equipment and leases. Balance Day Spa operates spas in Greensboro, High Point, Burlington and Kernersville, North Carolina. BALLY TECHNOLOGIES: Moody's Cuts Corp. Family Rating to 'Ba3' ------------------------------------------------------------- Moody's Investors Service downgraded Bally Technologies, Inc.'s (Bally's) Corporate Family and Probability of Default ratings to Ba3 from Ba2 following the company's announcement that it will pursue a debt-financed tender offer to purchase up to $400 million of its common stock representing between 18.9% and 21.9% of its outstanding shares via a modified "Dutch auction". Moody's also lowered the ratings on the company's term loan and revolving credit facility to Ba3 from Ba2. Bally's has an SGL-1 Speculative Grade Liquidity rating. Bally's planned share purchase is expected to be funded from a new five-year bank credit facility, comprised of a $300 million term loan and a $400 revolving credit. These new facilities will also be used to repay the company's existing $164 million term loan and any loans outstanding under the existing revolving credit facilities. The downgrade reflects the significant increase in leverage that is expected to result from the stock repurchase, and Moody's view that the decision to pursue a stock repurchase represents a substantially more aggressive financial policy on the part of the company. Moody's estimates that on a pro-forma basis, debt to EBITDA could increase up to 2.4 times from 0.8 times at December 31, 2010, assuming the company maintains cash balances of approximately $130 million. Although debt/EBITDA of 2.5 times is typically considered low for a Ba3-rated issuer, Moody's expects gaming manufacturers to maintain better-than- average credit metrics for a given rating category, largely because of the high degree of technology risk and narrow product focus associated with its business. Ratings Rationale Bally's Ba3 Corporate Family Rating reflects the company's good product line-up, stable market share, and solid returns. The ratings also reflect the high level of technology and game development risk as well as the risk that player acceptance of existing games in place on casino floors under profitable rental and daily fee arrangements could wane causing a decline in its installed base. The stable rating outlook considers Bally's very good liquidity profile -- cash on hand and internally generated cash is expected to support capital spending, and required debt amortization during the next 12-18 months -- and Moody's expectation that lower earnings from the product and systems segments will be offset somewhat by higher earnings from the game operations segments. As a result, Bally's should be able to maintain debt to EBITDA at or below 2.5 times. Bally's ratings could be downgraded if debt to EBITDA increase to 3.0 times for any reason, or if the company is unable to maintain its strong product pipeline or begins to lose market share. A rating upgrade could be considered if debt to EBITDA declines to 1.5 times and it appears likely to remain around this level given the company's financial and strategic priorities. Ratings downgraded: -- Corporate Family Rating to Ba3 from Ba2 -- Probability of Default Rating to Ba3 from Ba2 -- $154 million term loan due 2012 to Ba3 (LGD 4, 50%) from Ba2 (LGD 4, 51%) -- $75 million revolving credit facility due 2012 to Ba3 (LDG 4, 50%) from Ba2 (LGD 4, 51%) -- $75 million revolving credit facility due 2014 to Ba3 (LDG 4, 50%) from Ba2 (LGD 4, 51%) Bally Technologies, Inc., manufactures, distributes and operates games devices and computerized monitoring and accounting systems for gaming devices sold to the legalized gambling industry. The company generates annual revenues of about $780 million. The principal methodologies used in this rating were Global Business & Consumer Service Industry Rating Methodology published in October 2010, and Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. BEAVER BROOK: Extends $9.5 Million Loan Through 2015 ---------------------------------------------------- Craig M. Douglas at the Boston Business Journal reports that Beaver Brook Village LLC has been successful in its efforts to rework his maturing loan balance. Beaver's Frank Gorman Jr. has won an extension on a loan's interest-only debt service schedule, which now runs through April 2015. The loan's balance has remained at $9.5 million, the same as at origination in March 2007. LNR Partners is the special servicer for the loan. About Beaver Brook Beaver Brook Village LLC is the owner of a mixed-use real estate development in Dracut, Massachusetts. The project has 47 apartments and 30 commercial units on 6.5 acres. Beaver Brook filed for Chapter 11 protection on Oct. 11, 2010 (Bankr. D. Mass. Case No. 10-45054). Edward C. Dial, Jr., Esq., and Jeffrey A. Schreiber, Esq., at The Schreiber Law Firm, LLC, in Salem, New Hampshire, serves as counsel to the Debtor. In its schedules, the Debtor disclosed assets of $7,892,937 and debts of $11,282,013. Beaver Brook first filed for Chapter 11 on Aug. 10, 2007 (Bankr. D. Mass. Case No. 07-43103). William H. Harris, Esq., at Harris & Dial, P.C., in North Andover, Massachusetts, served as Debtor's counsel. In its prior petition, the Debtor listed $12,019,803 in assets and $14,365,086 in debts. BIOFUEL ENERGY: David Einhorn Discloses 35.9% Equity Stake ---------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, David Einhorn and his affiliates disclosed that they beneficially own 42,848,004 shares of common stock of Biofuel Energy Corp. representing 35.9% of the shares outstanding. As of March 22, 2011, there were 103,736,236 shares outstanding, net of 809,606 shares held in treasury. A full-text copy of the filing is available for free at http://is.gd/VN3mea 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 reported a net loss of $25.22 million on $453.41 million of net sales for the year ended Dec. 31, 2010, compared with a net loss of $19.70 million on $415.51 million of net sales during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $331.71 million in total assets, $277.29 million in total liabilities and $54.42 million in total equity. Going Concern Doubt; Bankruptcy Warning Grant Thornton LLP, in Denver, did not issue a going concern qualification after auditing the Company's financial statements for the year ended Dec. 31, 2010. 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. In the Form 10-K for the year ended Dec. 31, 2010, the Company noted that its ability to make payments on and refinance its $230 million senior debt facility -- of which $189.4 million was outstanding as of Dec. 31, 2010 -- depends on its ability to generate cash from operations. The Company noted that during its first two full years' of operations, it has been unable to consistently generate positive cash flow. In addition, it continues to have, severely limited liquidity, with $7.4 million of cash on hand as of Dec. 31, 2010. "If we do not have sufficient cash flow to service our debt, we would need to refinance all or part of our existing debt, sell assets, borrow more money or raise additional capital, any or all of which we may not be able to do on commercially reasonable terms or at all. If we are unable to do so, we may be required to curtail operations or cease operating altogether, and could be forced to seek relief from creditors through a filing under the U.S. Bankruptcy Code. Because the debt under our Senior Debt Facility subjects substantially all of our assets to liens, there may be no assets left for stockholders in the event of a liquidation. In the event of a foreclosure on all or substantially all of our assets, we may not be able to continue to operate as a going concern." BLOCKBUSTER INC: Files Order to Divide Sale Proceeds ---------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Blockbuster Inc. filed a proposed order April 11 laying out the complex formula for distribution of proceeds from the sale of the business that the bankruptcy judge tentatively approved at an April 7 hearing. If objections are filed by the April 12 deadline, the U.S. Bankruptcy Court in New York will hold a hearing on April 14 to decide what form of order should be signed for formal approval of the sale. The proposed order, according to Mr. Rochelle, contains formulas specifying how much will be paid to holders of the $630 million in secured notes, who won't be paid in full, and to creditors with claims arising during the Chapter 11 case, who also won't be paid in full. Any outstanding fees and expense on the loan for the Chapter 11 case will be paid in full, together with $125 million in pre-bankruptcy secured notes that were converted by the post- bankruptcy lending agreement into a secured obligation of the Chapter 11 case. Mr. Rochelle notes that the amount carved out for professionals in the post-bankruptcy loan agreement will be set aside, along with $12.5 million to cover expenses in winding down the company. There is $10 million for what are deemed "critical expenses" and $7.4 million for movie studios. There is $4 million more to be divided among creditors with claims arising after the September Chapter 11 filing plus whatever is necessary to cover budgeted expenses during the sale process. The remainder will be divided, with noteholders receiving 75% and 25% going to claims arising in the Chapter 11 case before the sale process began. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23, 2010. It disclosed assets of $1 billion and debts of $1.4 billion at the time of the filing. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. The Bank of New York Trust Company, N.A., as trustee under that certain indenture, dated as of Aug. 20, 2004, with respect to the 9% Senior Subordinated Notes due 2012 issued by Blockbuster Inc., is represented by Edward P. Zujkowski, Esq., at Emmet, Marvin & Martin, LLP. The Ad Hoc Studio Committee of Blockbuster Inc. et al. is represented by Robert J. Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP. Blockbuster on Feb. 21, 2011, entered into an Asset Purchase and Sale Agreement providing for the sale of substantially all of their assets or the proceeds of those assets to a newly formed entity named Cobalt Video Holdco LLC. For purposes of entering into the Purchase Agreement, the Purchaser was established by Monarch Alternative Capital LP, Owl Creek Asset Management LP, Stonehill Capital Management, LLC, and Varde Partners, Inc. who collectively hold more than 50% of the Senior Secured Notes and each of which is a member of the Steering Committee. Cobalt Video Holdco LLC, the stalking horse purchaser, was represented by Mark Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP. The auction was held earlier this month and Dish Network Corp. won with an offer having a gross value of $320 million. Dish said it expects to pay $228 million cash after adjustments for Blockbuster's cash and inventory. BORDERS GROUP: Publishers Not Impressed With Business Plan ---------------------------------------------------------- Borders Group, Inc. presented a restructuring plan to its creditors last April 6, 2011, that contemplates a leaner and more efficient company poised to emerge from Chapter 11 in September, Julie Bosman of The New York Times reported. However, publishers, which comprise Borders' top creditors, find the plan unrealistic and said they are more convinced that Borders would be forced to sell itself or liquidate, Ms. Bosman relayed. At a lengthy meeting on Wednesday with creditors, which include publishers Penguin Group USA, Random House, HarperCollins and the Perseus Books Group, Borders executives tried to persuade publishers that since its bankruptcy filing, the Company has stabilized its operations and laid a foundation for growth, The New York Times noted. Under the plan, Borders intends to make a profit by the end of 2011, and that by 2015, it hopes to make about 40% from online sales, including e-books and print books sold on its Web site, The New York Times relayed, citing people who were briefed on the matter but who spoke on the condition of anonymity because the nature of the discussions is private. To boost its E-books business, Borders plans to offer a larger selection of tablet devices in Borders stores, and to work with manufacturers of Kobo to make the Kobo e-reading device available more widely in other brick-and-mortar retailers, according to The New York Times. Border has also negotiated rent reductions of more than $30 million with its landlords and is trying to renegotiate other contracts with vendors, people familiar with the plan told The New York Times. Borders is liquidating 226 superstores since filing for Chapter 11 in February and has completed liquidation sales at about 50 stores, the news article noted. Borders also intends to tailor its product offerings to suit customers who frequent in the stores, Ms. Bosman related. In conjunction, the Company has planned to make major changes in its stores, including clearing more space for non-book merchandise and expanding its cafes, the New York Times report noted. Borders also mentioned that it has successfully expanded its customer rewards program, Borders Rewards, and is counting on further growth, The New York Times stated. Publishers have been wary of Borders' plan for the future. Indeed, publishers have privately complained about Borders' plan to award bonuses to executives for as much as $8.3 million, The New York Times noted. Borders has also tried to persuade publishers to resume shipping new books to stores under its prepetition terms. After last Wednesday meeting however, publishers said it is unlikely that they will resume normal trade terms with Borders, The New York Times related. "We are not impressed," one publisher said of the plan, The New York Times relayed. The publisher continued, "None of it gave us any reason to think they can get themselves out of this. I don't think its changed anybody's mind." Mary Davis, spokeswoman for Borders, stated that the Company had a productive discussion at the meeting, The New York Times disclosed. "The business plan we are proposing represents the best path forward for a vibrant and profitable Borders that is in the best interests of our creditors, employees, publishers, consumers, and other stakeholders," Ms. David said in an e-mailed statement to The New York Times. * * * Jeffrey Trachtenberg and Mike Spector of The Wall Street Journal earlier reported that Borders met with its creditors on April 6 to discuss a business plan that is the "linchpin of Borders' efforts to make it through bankruptcy proceedings and will need support from leading publishers and landlords on the creditors committee . . . ." Under the plan, Borders is projecting relatively flat total revenue growth in 2011 and 2012, although it expects to show significant growth in digital books and online, The Journal relayed. "We see growth in 2013 and beyond," The Journal quoted Borders President Mike Edwards as saying in an interview. Mr. Edwards also saw the need for Borders to exit bankruptcy without delay as to save legal fees and to rebuild its brand, The Journal related. According to The Journal, Borders will have handed out an 80-page document to its unsecured creditors at the meeting. The business plan will serve as preview for Borders' reorganization plan, which it intends to file this summer with the hopes of exiting bankruptcy in the fall, The Journal related. Borders will likely need additional capital from outside investors as part of its reorganization plan although the company has not sounded them out yet, The Journal pointed out. Borders could also put itself for sale, depending on reaction from parties-in-interest in its Chapter 11 case, The Journal added. Mr. Edwards said Borders executives are going to consider all options for the company, The Journal relayed. "Our intention is to get buy-in in our business plan," The Journal quoted Mr. Edwards as saying. Borders to Relocate Headquarters In line with its business goals, Borders announced that it plans to move its headquarters to Metro Detroit from Ann Arbor, Michigan, Jaclyn Trop of The Detroit Free Press reported. Borders has determined that its current headquarters does not serve the needs of its business going forward and represents a cost that can be reduced, Borders spokesperson Marcy Davis told The Detroit Free Press. Borders is exploring opportunities to relocate its headquarters to a more cost-effective location, Ms. David added. Borders' move will likely hurt Agree Realty Corp., which owns Borders' current headquarters at 100 Phoenix Drive, in Ann Arbor, The Detroit Free Press stated. Agree Realty did not comment on the matter due to confidential and ongoing discussions with Borders, according to Agree Chief Executive Officer and President Joey Agree, The Detroit Free Press relayed. Borders employs 474 workers at its Ann Arbor corporate headquarters, down from 1,000 employees in the past, The Detroit Free Press added. In another report, Bill Shea of Crain's Detroit Business related that Borders' lease on the 458,000-square foot headquarters runs to 2023. In October, the Ann Arbor building was listed for sale at $18.3 million by Agree, Crain's Detroit added. 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: Sec. 341 Meeting Continued to May 3 -------------------------------------------------- Tracy Hope Davis, the U.S. Trustee for Region 2, continued the meeting of the creditors of Borders Group, Inc. and its debtor affiliates to May 3, 2011, at 2:00 p.m. Eastern Time, at the office of the U.S. Trustee, 4th Floor, at 80 Broad Street, in New York. The meeting of creditors under Section 341(a) of the Bankruptcy Code was originally scheduled for March 23, 2011, and later continued to April 19. 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: Court Sets June 1, 2011 Claims Bar Date ------------------------------------------------------ The bankruptcy court established June 1, 2011, at 5:00 p.m., as the deadline by which all persons and entities must file proofs of claim, other than certain exempt parties against Borders Group Inc. and its affiliates, including requests for payment under Section 503(b)(9) of the Bankruptcy Code. The Court has also fixed August 15, 2011, as the deadline by which all governmental entities must file proofs of claim against the Debtors. The Court ruled that any person or entity that holds a claim that arises from an executory contract or unexpired lease must file a proof of claim for damages in connection with the executory contract or unexpired lease or related to the leased premises or equipment arising prior to the Petition Date or from rejection of the executory contract or unexpired lease, on or before the later of (i) the General Bar Date, and (ii) 45 days after the effective date of the rejection of that contract or lease, or be forever barred from doing so. Judge Glenn signed the revised proposed order submitted by the Debtors in relation to their Bar Date Motion, a full-text copy of which is available for free at: http://bankrupt.com/misc/Borders_RevPropBarDateOrd.pdf 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) BROADCAST INT'L: Amends Form S-1 for 40.6 Million Shares -------------------------------------------------------- Broadcast International, Inc., filed with the U.S. Securities and Exchange Commission an Amendment No. 1 to its Form S-1 registration statement 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 the 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 April 6, 2011 the closing sale price of the Company's common stock was $0.97 per share. 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 reported a net loss of $18.66 million on $7.31 million of net sales for the year ended Dec. 31, 2010, compared with a net loss of $13.38 million on $3.62 million of net sales during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $10.71 million in total assets, $26.63 million in total liabilities, and a $15.92 million total stockholders' deficit. 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. The audit report for the Company's financial statements for the end of 2010 did not contain a going concern qualification from the auditor. The Company's 2010 Annual Report did not contain a negative going concern statement. CABI SMA: Court Won't Fast-track Decision on Condo Deals -------------------------------------------------------- Bankruptcy Judge A. Jay Cristol denied a request by buyers of condominium units to compel CABI SMA Tower I, LLLP, to assume or reject the parties' purchase agreement. The Purchasers -- Mark Weisberg, Marc Swedroe, and John Haggiag -- seek (1) immediate assumption or rejection of the Purchase Agreements, or (2) an expedited date certain for assumption or rejection. The Purchasers argue that they have been prejudiced due to the delay in construction of the Debtor's condominium tower. The Purchasers argue that the Debtor's inability to complete construction of the Condominium Tower prior to July 2010 provides sufficient justification to the Court for requiring an immediate assumption or rejection of the Purchase Agreements. A copy of Judge Cristol's April 5 Memorandum Opinion and Order is available at http://is.gd/qyi56Qfrom Leagle.com. About Cabi SMA Tower I Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I, LLLP -- owns multiple vacant parcels around South Miami Avenue and S.W. 14th Street in Miami, Florida. It acquired the parcels to develop residential, hotel, and retail space, including a condominium development. The parcels are being managed by Cabi Developers, LLC pursuant to a management agreement. Cabi SMA Tower I filed for Chapter 11 bankruptcy protection on Dec. 28, 2010 (Bankr. S.D. Fla. Case No. 10-49009). Mindy A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168) and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed separate Chapter 11 petitions. CALUMET SPECIALTY: Moody's Assigns 'B3' to Proposed $375MM Notes ---------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Calumet Specialty Products Partners, L.P.'s (Calumet) proposed $375 million senior unsecured note offering maturing 2019. Moody's also assigned a B2 Corporate Family Rating (CFR), B2 Probability of Default Rating (PDR), and SGL-3 Speculative Grade Liquidity Rating. Calumet's proposed offering will repay a $360 million secured term loan facility. The outlook is positive. Ratings Rationale "Calumet's relatively stable free cash flow from its specialty products segment, diverse specialty products portfolio and strategically positioned operating assets support its B2 rating," stated Francis J. Messina, Moody's Vice President. "However, the rating also reflects the inherent volatility of the company's transportation fuels business along with its master limited partnership structure and distribution burden to its unit holders." The new notes are being issued by Calumet's publicly traded Master Limited Partnership (MLP). The new notes will be used to refinance a $360 million term loan facility at Calumet Lubricants Company, L.P. (Lubricants) the operating company for Calumet. Upon completion of Calumet's notes offering, all Lubricants' ratings, including its B2 CFR, B3 PDR and B1 senior secured bank credit facility rating, will be withdrawn. The B2 CFR also considers Calumet's niche position within the specialty products industry and the degree of cash flow durability this business provides relative to its transportation fuels business. As a leading independent niche producer of specialty lubricants, solvents, and waxes, Calumet is capable of producing a wide variety of specialty products that meets varying customer's needs. Additionally, the specialty business lends itself to more durable margins over time as the company has pushed through price increases to keep pace with rising feedstock costs, though with a four to six week lag. In 2010, this business generated approximately 94% of the consolidated gross margin, providing a higher degree of stability to the consolidated earnings and cash lows. Although the specialty products business tends to be more durable than the fuels business, the demand for specialty products tracks the overall economy and is therefore, subject to cyclical swings. The fuels business is particularly volatile and the margins in that business can fall significantly as they did in 2009, when gross profit for that business fell by more than 50%. Given that the business represents roughly half of the total throughput capacity for Calumet, it can have a significant impact on consolidated earnings and cash flows. This can ultimately affect Calumet's ability to continue to meet the ongoing distribution requirements to the MLP common unit holders as it did in 2008, when the company cut its unit distributions due to cash flow volatility. The positive outlook assumes that the demand for specialty products will increase as the economy improves, resulting in increased EBITDA with leverage staying under 4.0x. Moody's could upgrade Calumet's ratings if it shows consistent cash flow growth following the fire at its Shreveport facility with leverage comfortably under 4.0x while managing its working capital in a rising oil price environment and maintaining distributions at levels that are supported by internal cash flows. A rating downgrade is a possibility should refining margins negatively affect cash available to cover operating expenses and debt service, protracted refinery outages or supply disruptions, or a more aggressive distribution policy. The SGL-3 rating reflects the expectation that Calumet will have sufficient liquidity over the next twelve months to meet its minimal capital spending requirements, interest expense, working capital needs, and MLP common unit distributions. The B3 senior unsecured notes rating reflects both the overall probability of default of Calumet, to which Moody's assigns a PDR of B2, and a loss given default of LGD 5, 70%. The proposed senior notes are unsecured and guaranteed by all subsidiaries on a senior unsecured basis. The asset backed revolving credit facility has a borrowing base of $270 million. The size of the credit facility's potential priority claim in comparison to the senior notes results in the notes being rated one notch beneath Calumet's B2 CFR, in accordance with Moody's Loss Given Default Methodology. The last rating action for Calumet was on July 26, 2010, when Moody's withdrew the B3 rating assigned to the $450 million senior unsecured notes offering by Calumet Specialty Products Partners, L.P., when the company decided to not to proceed with the offering. Moody's also withdrew the B2 Corporate Family Rating (CFR), B2 Probability of Default Rating (PDR), and a SGL-3 Speculative Grade Liquidity Rating. The principal methodology used in rating Calumet Specialty Products Partners, L.P., was Moody's Global Independent Refining and Marketing rating methodology, published in December 2009. Calumet Specialty Products Partners, L.P., is headquartered in Indianapolis, Indiana. CAPMARK FINANCIAL: Judge to Review Creditors' $96MM Goldman Claim ----------------------------------------------------------------- Bankruptcy Law360 reports that Judge Christopher S. Sontchi said Monday he will weigh allowing Capmark Financial Group Inc.'s unsecured creditors to pursue $96 million in preference claims against Goldman Sachs Group Inc. affiliates after a previous ruling led to confusion on the matter. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- provides financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On Oct. 25, 2009, Capmark Financial and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Lead Case No. 09-13684). Capmark disclosed assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. The Official Committee of Unsecured Creditors in Capmark Financial Group Inc.'s cases tapped Kramer Levin Naftalis & Frankel LLP as its counsel and JR Myriad LLC as its commercial real estate business advisors. The Committee also retained Cutler Pickering Hale and Dorr LLP as its attorneys for the special purpose of providing legal services in connection with Federal Deposit Insurance Corporation matters. Protech Holdings C LLC, an affiliate of Capmark, filed for Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No. 10-12387). The Debtor estimated assets and debts in excess of $1 billion as of the filing date. Since filing for Chapter 11, Capmark completed three sales to generate more than $1 billion in cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. CAPSALUS CORP: To Restate 2010 Financials Due to SEC Comments ------------------------------------------------------------- In response to a comment letter from the accounting staff of the U.S. Securities and Exchange Commission, Capsalus Corp. reviewed its accounting for the purchase of WhiteHat Holdings, LLC, on April 14, 2010. During this review, management identified an error in the method used to value the purchase transaction and in determining the fair value of a contingent consideration liability related to certain additional, or penalty shares of the Company's common stock that would be issued after the transaction in the event certain stipulations, as noted in the Plan and Agreement of Merger, did not occur. The Company, its independent registered public accountants and the SEC staff discussed the matter while management continued its review. On April 4, 2011, the Company concluded, based on comments from the SEC and recommendations from management, that the Company's unaudited interim consolidated financial statements for the quarterly periods ended June 30, 2010 and Sept. 30, 2010, as reported in the corresponding Form 10-Q's, should no longer be relied on and should be restated. The modifications to the restated consolidated financial statements relate to; (a) the method used to calculate the fair value of the acquisition, and (b) the fair value calculation of the liability related to the contingent issuance of additional shares under the Merger Agreement. The Company initially valued the acquisition based on the fair value of the assets acquired and liabilities assumed at the acquisition date as opposed to the fair value of the consideration transferred, as the Company felt this better reflected the true value of the acquisition. The Company believed at the time the reports were filed, that this was the correct accounting for the valuation. In addition, the Company relied on internal management discussions to determine the likelihood and resulting fair value of issuing additional shares to former White Hat shareholders under the contingent consideration liability and believed this was the proper method at the time the Company's reports were filed. After careful review, the Company determined that it should use the fair value of the consideration transferred to value the acquisition and that rather than relying on internal management discussions in determining the likelihood and resulting fair value of the contingent consideration liability, a liability should be recorded based on the terms of the Merger Agreement. Therefore, the Company will use the fair value of the consideration transferred to value the acquisition and will record a contingent consideration liability for the additional shares to be issued based on the terms of the Merger Agreement. The adjustments that the Company anticipates recording in its financial statements will include recording a goodwill asset related to the acquisition of White Hat. The Company assesses the value of goodwill for impairment on an annual basis and whenever there are triggering events that may dictate assessment for impairment. The Company is currently assessing the goodwill it is recording related to the acquisition of White Hat and anticipates that there will be an impairment recorded during the fourth quarter of fiscal 2010, that will be reflected in the Company's Annual Report on Form 10-K for fiscal 2010. The Company anticipates filing amendments to the aforementioned Form 10-Q's for the affected quarterly periods to reflect the corrections to its quarterly consolidated financial statements in the near future. The Company's Annual Report on Form 10-K for fiscal 2010 will reflect these adjustments and contain additional information regarding this matter. About Capsalus Corp. Atlanta, Ga.-based Capsalus Corp. offers a broad range of solutions to global health problems. WhiteHat Holdings, LLC, was acquired on April 14, 2010. In combining with WhiteHat, the Company is creating a new, consumer-driven business unit, the Nutritional Products Division, focused on healthy food and beverages. The Company's balance sheet at Sept. 30, 2010, showed $3.03 million in total assets, $4.58 million in total liabilities, and a stockholders' deficit of $1.55 million. The Company has accumulated losses totaling $18.64 million from inception through Sept. 30, 2010, and a net working capital deficit of $2.26 million as of Sept. 30, 2010. CASCADIA PARTNERS: Disclosure Statement Hearing Set for April 18 ---------------------------------------------------------------- The United States Bankruptcy Court for the Western District of Virginia, Lynchburg Division, will convene a hearing on April 18, 2011, at 10:00 a.m., to consider the adequacy of the information contained in the disclosure statement explaining Cascadia Partners LLC's proposed Plan of Reorganization. Parties were given until April 11, 2011, to file and serve written objections to the Disclosure Statement. Parties have until April 18, 2011, to file proof of claims against the Debtor. Plan Terms According to the Disclosure Statement dated Feb. 26, 2011, the Plan of Reorganization contemplates the sale by the Debtor of its real property. Part of the Real Property will be sold pursuant to the terms of a Letter of Intent dated Dec. 15, 2010, between "NVR" and the Debtor, and a draft Lot Purchase Agreement. The remaining real estate consisting of the Real Property which is not covered by the Lot Purchase Agreement, will be developed or sold upon terms and to parties not yet determined. It is contemplated that all creditors will be paid 100% of their allowed claims with interest within a term of five years from the date of the closing of the first lot sale under the Lot Purchase Agreement. The Debtor will obtain a $4.0 million loan from Union First Market Bank bearing 6% interest as a construction/revolving loan, which will be granted a first lien priority position ahead of all Claims of the Debtor, as permitted pursuant to Section 364(d) of the Bankruptcy Code. This funding will be used to develop the Real Property so that it may be sold pursuant to the terms of the Lot Purchase Agreement. Each lot will be conveyed free of all liens at the closing of each lot sale. The Plan divides its creditors into these classes: * Secured Claims CLASS 1 - The allowed secured claim of Wachovia Bank/Wells Fargo which is secured by a first lien deed of trust in the Debtor's Real Property to the extent that the claim is an allowed, non-voidable, and unavoidable secured claim under the Code. CLASS 2 - The allowed secured claim of WW Associates, Inc. which is secured by a mechanic's lien on the Debtor's Real Property to the extent that the claim is an allowed, non-voidable, and unavoidable secured claim under the Code. CLASS 3 - The allowed secured claim of Albemarle County, Virginia, which is a statutory lien on the Debtor's Real Property and superior to the liens of the Secured Claims in Classes 1 and 2, to the extent that the claim is an allowed, non-voidable, and unavoidable secured claim under the Code. * Administrative Claims CLASS 4 - All allowed Administrative Expense Claims of the Debtor's counsel, Scott Kroner, PLC., and any other professionals employed by the Debtor, which have been approved by the Bankruptcy Court, whose claims are entitled to priority under Section 507(a)(1) of the Code. CLASS 5 - All allowed Administrative Expense Claims of Albemarle County, Virginia for real property taxes. CLASS 6 - All allowed Administrative Expense Claims of any other party-in-interest which is not listed in Class 5, including the fees of the Office of the United States Trustee, and the Clerk's Office of the Bankruptcy Court to the extent that the claim is entitled to priority under Section 507(a)(1) of the Code. * Non-Administrative Priority Claims CLASS 7 - All allowed unsecured Priority Claims, if any, which are entitled to priority under Section 507(a)(8) of the Code. * Non-Priority Non-Insider Unsecured Claims CLASS 8 - All allowed non-insider unsecured claims which are not Priority Claims under the Code. * Non-Priority Insider Unsecured Claims CLASS 9 - All allowed insider unsecured claims. * Equity Security Interest CLASS 10 - All allowed equity security interests in the Debtor. Wachovia will be paid in full with interest accruing at the rate of 4.5% per annum from the Plan Effective Date over a period of five years beginning with the closing of the first lot sale under the Lot Purchase Agreement. Wachovia Bank will begin receiving distributions from the lot sales after Union's loan is paid in full, which should be in late 2012 or early 2013. At that time, Wachovia will receive 70% of the net sales proceeds from each lot sale, and the Debtor will receive the remaining 30%, which is needed to fund the payment of income tax liability of the members of the Debtor. The Claims of Counsel for the Debtor and any other Administrative Expense Claims and the Claims of the Non-Insider General Unsecured Creditors will be paid in full upon approval by the Bankruptcy Court. The Claims of Albemarle County, Virginia and WW Associates, Inc. will be paid in full with interest accruing at the rate of 4.5% per annum from the Plan Effective Date by the end of 2012. The Debtor will apply 10% of all Lot sales proceeds (net of closing costs) to the payment of the Claims of Class 2, 3, 5 and 7, divided equally among each Class, and upon such payment the lot sold will be released from the lien of this Claimant. The Claims of the Insider General Unsecured Creditors will be paid in full with interest accruing at the rate of 4.5% per annum from the Plan Effective Date only after the claims of all other creditors are paid in full with interest. Distribution of payments under the Plan will be made no frequently than monthly, and will be made only when proceeds from the sale of the Lots are available from closing proceeds, or when proceeds from the sale of any portion of the remaining Real Property are available from closing proceeds. A full-text copy of the seven-page disclosure statement may be accessed for free at: http://bankrupt.com/misc/CASCADIAPARTNERS_DS.pdf Charlottesville, Virginia-based Cascadia Partners LLC owns and develops certain real property in Albermarle County, Virginia. It filed for Chapter 11 bankruptcy protection (Bankr. W.D. Va. Case No. 10-63442) on Dec. 1, 2010. W. Stephen Scott, Esq., at Scott Kroner, PLC, serves as bankruptcy counsel. The Debtor disclosed $12,074,100 in total assets, and $4,292,894 in total liabilities in its schedules. CENTURA LAND: Section 341(a) Meeting Scheduled for May 6 -------------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of Centura Land Corporation's creditors on May 6, 2011, at 11:30 a.m. The meeting will be held at 2000 E. Spring Creek Parkway, Plano, Texas. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Plano, Texas-based Centura Land Corporation, fka IORI Centura, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 11-41041) on April 1, 2011. John Paul Stanford, Esq., who has an office in Dallas, Texas, 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. CHEMTURA CORP: Judge Allows Firm to Alter Former Execs' Benefits ---------------------------------------------------------------- Bankruptcy Law360 reports that Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York on Friday gave Chemtura Corp. permission to terminate or modify some of its former executives' medical and dental benefits, finding the company had reserved the right to alter its post-employment plans. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 (Bankr. S.D.N.Y. Case No. 09-11233) on March 18, 2009. The Debtors disclosed total assets of $3.06 billion and total debts of $1.02 billion as of the Chapter 11 filing. Chemtura successfully completed its financial restructuring and emerged from protection under Chapter 11 in November 2010. In connection with the emergence, reorganized Chemtura is now listed on the New York Stock Exchange under the ticker "CHMT". M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, served as bankruptcy counsel for the Debtors. Wolfblock LLP was the Debtors' special counsel. The Debtors' auditors and accountant were KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors were Joele Frank, Wilkinson Brimmer Katcher; their business advisors were Alvarez & Marsal LLC and Ray Dombrowski served as their chief restructuring officer; and their claims and noticing agent was Kurtzman Carson Consultants LLC. The Official Committee of Equity Security Holders tapped Jay Goffman, Esq., and David Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York, as counsel. the Official Committee of Unsecured Creditors retained Daniel H. Golden, Esq., Philip C. Dublin, Esq., and Meredith A. Lahaie, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, as counsel. CHESAPEAKE MIDSTREAM: Moody's Gives 'Ba3 on Proposed $350MM Notes ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 Corporate Family Rating (CFR) to Chesapeake Midstream Partners, L.P. (CHKM) and a Ba3 rating to its proposed offering of $350 million senior notes due 2021. Moody's also assigned a Speculative Grade Liquidity (SGL) rating of SGL-3 to CHKM. The proceeds of the offering will be used to repay revolving credit facility borrowings and fund planned 2011 growth capital expenditures. The outlook is stable. Ratings Rationale "Chesapeake Midstream's ratings benefit from its sizeable asset base and fee-based contracts that also limit volume risk," commented Pete Speer, Moody's Vice-President. "The ratings also incorporate the partnership's limited track record as a stand- alone entity and the strong interconnection with Chesapeake Energy, its largest customer and joint owner of its general partner." CHKM's Ba2 CFR reflects the business risk benefits of its 100 percent fee-based revenues and contractually limited volume risk. These positive attributes are tempered by the partnership's customer concentration and limited geographical diversification. CHKM has established very conservative financial policies relative to peers, but Moody's expects leverage to increase from the current low levels as it acquires more assets from Chesapeake Energy Corporation (Chesapeake, rated Ba2 CFR, positive outlook). Chesapeake is CHKM's largest customer, providing approximately 82% of CHKM's 2010 revenues. Due to its dependence on and strategic importance to Chesapeake, CHKM's rating is linked to and will continue to be significantly influenced by Chesapeake's credit profile. CHKM is a master limited partnership (MLP) that went public in August 2010. Chesapeake and Global Infrastructure Partners each own 50% of CHKM's general partner in addition to a high proportion of limited partner interests. The partnership owns and operates legacy natural gas gathering and other midstream assets purchased from Chesapeake. CHKM has gathering systems servicing production in the Barnett Shale, Haynesville Shale, Greater Granite Wash, Permian Basin, Anadarko Basin and other locations primarily in Texas, Oklahoma and Louisiana. The largest gathering system is in the Barnett Shale in north Texas, which provided nearly 70% of CHKM's revenues in 2010, pro forma for its December 2010 Haynesville asset acquisition. CHKM's rating outlook could be changed to positive or the ratings upgraded if Chesapeake's ratings were upgraded and CHKM increases its geographic diversification through additional asset purchases without increasing its business risk or its leverage (Debt/EBITDA) above 3x. Conversely, the rating outlook could be changed to negative or the ratings downgraded if CHKM significantly increased its business risk and leverage through acquisitions. Debt/EBITDA above 3.5x could pressure the ratings. A downgrade of Chesapeake's ratings could also negatively affect CHKM's ratings. The SGL-3 rating reflects Moody's expectation that CHKM will maintain adequate liquidity over the remainder of 2011 and into 2012. Typical of the MLP corporate finance model, the partnership's planned capital expenditures and distributions will exceed operating cash flows, requiring borrowing on its revolving credit facility over the next twelve months. CHKM's $750 million revolver will have no borrowings outstanding following the senior notes offering and will have substantial covenant compliance headroom, providing ample funding capacity for the forecasted negative free cash flow and potential asset purchases. CHKM's assets are fully encumbered by the credit facility, limiting the ability to sell assets to generate cash for liquidity needs. The Ba3 rating on the proposed $350 million senior notes reflects both the overall probability of default of CHKM, to which Moody's assigns a PDR of Ba2, and a loss given default of LGD 5 (80%). The partnership has a committed $750 million revolving credit facility that is secured by substantially all of CHKM's assets. The new senior notes are unsecured and have subsidiary guarantees on a senior unsecured basis. Therefore the notes are subordinated to the senior secured credit facility's potential priority claim to the company's assets, resulting in the notes being notched one rating beneath the Ba2 CFR under Moody's Loss Given Default Methodology. The principal methodologies used in this rating were Global Midstream Energy published in December 2010, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Chesapeake Midstream Partners, L.P., is a publicly traded midstream energy MLP that is jointly controlled and majority owned by Chesapeake Energy Corporation and Global Infrastructure Partners. CHESTER COUNTY: S&P Puts 'BB-' Rating on $57.4MM Series 2011 Bonds ------------------------------------------------------------------ Standard & Poor's Ratings Services has assigned its 'BB-' long- term rating to the Chester County Health and Education Facilities Authority Pa.'s $57.4 million series 2011 bonds issued for The Chester County Hospital. The 'BB-' rating reflects Standard & Poor's opinion of the system's weak historical financial profile, including very limited liquidity, a history of operating losses, and low debt service coverage. However, Standard & Poor's believes these credit weaknesses are partly offset by the system's strong demographics, recent improvement in operating results, and good philanthropic history. "The stable outlook reflects the system's healthy market share and our expectation that operations will improve further over the next two years," said Standard & Poor's credit analyst Meggi McNamara. "We believe the hospital has many attributes of organizations rated much higher than 'BB-', including strong demographics," said Ms. McNamara. Standard & Poor's would consider a lower rating if the system is unable to sustain operational improvement or if the balance sheet declines from current levels. A positive rating action would be contingent on a financial profile that is more commensurate with a higher rating, according to Standard & Poor's. The Chester County Hospital is 220-bed acute-care facility located in West Chester, Pa., approximately 30 miles west of Philadelphia. A revenue pledge from the hospital, the sole member of the obligated group, and a mortgage on the facility will secure the bonds. Nonobligated affiliates of the hospital include the Chester County Hospital Foundation and several other subsidiaries. The hospital will use bond proceeds to fund construction of a $45 million expansion project that will add a new three-floor patient tower that ultimately will accommodate 72 new patient beds for medical, surgical, and telemetry use, relocation of the existing magnetic resonance imaging service, and construction of a new vault where the hospital will install a linear accelerator. Management expects to complete the project in November 2012. The hospital expects the foundation to contribute $6 million of temporarily restricted funds to fund the project's construction. In addition to the construction project, management will use the remaining bond proceeds of $11.8 million to refund the series 1996 bonds. CHINA NETWORKS: Brian Taylor Discloses 9.7% Equity Stake -------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Brian Taylor and his affiliates disclosed that they beneficially own 1,390,070 shares of common stock of China Networks International Holdings, Ltd., representing 9.7% of the shares outstanding. A full-text copy of the filing is available for free at http://is.gd/aDU80P About China Networks Headquartered in Beijing, PRC China Networks International Holdings, Limited, through China Networks Media Ltd., a British Virgin Islands company, provides broadcast television advertising services in the PRC, operating joint-venture partnerships with PRC TV Stations in regional areas of the country. The Company manages these regional businesses through a series of joint ventures and contractual arrangements to sell broadcast television advertising time slots and so-called "soft" advertising opportunities to local advertisers directly and through advertising agencies and brokers. As reported by the TCR on July 6, 2010, UHY Vocation CPA Limited, in Hong Kong, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has a significant working capital deficit and is dependent on obtaining additional financing to execute its business plan. The Company reported net income of US$2.4 million on US$19.0 million of revenue for 2009, compared with a net loss of US$3.4 million on US$4.3 million of revenue for 2008. The revenue increase was due to the fact that the Company only began generating revenues from Kunming JV as of October 1, 2008, and from the Yellow River JV as of January 1, 2009. The Company's balance sheet at December 31, 2009, showed US$52.0 million in assets, US$54.0 million of liabilities, and US$236,400 of common stock subject to repurchase, for a shareholders' deficit of US$2.3 million. CLEAN BURN: Files Schedules of Assets & Liabilities --------------------------------------------------- Clean Burn Fuels, LLC, has filed with the U.S. Bankruptcy Court for the Middle District of North Carolina its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $72,000,000 B. Personal Property $7,516,062 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $74,487,786 E. Creditors Holding Unsecured Priority Claims $25,000 F. Creditors Holding Unsecured Non-priority Claims $4,705,895 ----------- ----------- TOTAL $79,516,062 $79,218,681 About Clean Burn Clean Burn Fuels LLC, a North Carolina limited liability company founded in 2005, is the first company to produce ethanol in North Carolina. It completed the construction of its ethanol plant in August of 2010 and started producing and selling ethanol and dried distillers grains with solubles (DDGS) shortly thereafter. Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D. N.C. Case No. 11-80562) on April 3, 2011. John A. Northen, Esq., at Northen Blue, L.L.P., represents the Debtor. CLEAN BURN: Section 341(a) Meeting Scheduled for May 10 ------------------------------------------------------- The U.S. Trustee for Region for the Middle District of North Carolina will convene a meeting of Clean Burn Fuels, LLC's creditors on May 10, 2011, at 11:00 a.m. The meeting will be held at Venable Center, Dibrell Building - Suite 280, 302 East Pettigrew Street, Durham, North Carolina. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Clean Burn Clean Burn Fuels LLC, a North Carolina limited liability company founded in 2005, is the first company to produce ethanol in North Carolina. It completed the construction of its ethanol plant in August of 2010 and started producing and selling ethanol and dried distillers grains with solubles (DDGS) shortly thereafter. Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D. N.C. Case No. 11-80562) on April 3, 2011. John A. Northen, Esq., at Northen Blue, L.L.P., represents the Debtor. In its schedules of assets and liabilities, the Company disclosed $79,516,062 in assets and $79,218,681 in liabilities. The schedules valued its ethanol plant at $72,000,000, securing at $66,225,571 claim by a lender. CLICO (BAHAMAS): Creditors to Recover $50MM++ From Assets Sale -------------------------------------------------------------- Neil Hartnell at the Tribune Business reports that the liquidator for CLICO (Bahamas) creditors has signed an agreement for the $10 million sale of one-fifth of CLICO's acreage. According to the report, Craig A. 'Tony' Gomez, the Baker Tilly Gomez accountant and partner, is also in negotiations with another potential buyer to sell the remaining 400-plus acres of the Wellington Preserve project for a similar per acre price, which could raise $40 million to $50 million. Documents obtained by Tribune Business from the U.S. Bankruptcy Court revealed that on April 4, Mr. Gomez signed an agreement to sell a 102.74-acre Wellington Preserve land parcel to Zacara Farm LLC, a Delaware-incorporated company, for $10 million. This prices the project's real estate at around $100,000 per acre. As for the remainder of Wellington Preserve, the Chapter 11 reorganization plan said: "The debtor [Wellington Preserve] is presently engaged in negotiations with Michael B. Collins and his assigns for the sale of its remaining real estate -- 420.841 acres of land in the village of Wellington, Florida." The Tribune Business notes the largest of CLICO (Bahamas)'s creditors is 100%-owned affiliate, CLICO Enterprises. CLICO Enterprises ranks only fourth on the list of Wellington Preserve's creditors, with some $7.056 million worth of claims lying ahead of it. According to the Tribune Business, once administrative expenses and closing costs are deducted, the balance will then be available for distribution to Wellington Preserve's creditors. Once these are deducted from the sales process pot, it is likely that somewhere between $40 million to $50 million will be 'upstreamed' from Wellington Preserve to CLICO (Bahamas), a sum equivalent to between 54.8% and 68.5% of the $73 million invested in the project via CLICO Enterprises. The Tribune's Neil Hartnell says that Mr. Gomez has been unable to find better deals as he has been hampered by the depressed state of the Florida and U.S. real estate market, due to the credit crunch and subsequent recession. The Tribune Business reports that CLICO (Bahamas) has reached a settlement to resolve Brennan Financial's $1.445 million claim. Mr. Gomez reached an agreement to settle the dispute between the liquidation and Brennan, which saw the latter obtain permission to file a competing plan for Wellington Preserve's dissolution, and part of the deal was to move the company to the front of the queue as a secured creditor. The Tribune Business notes that following the sale of the key assets, Mr. Gomez, to wrap up the liquidation, needs to obtain Insurance Commission and Supreme Court approval for the sale/transfer of the insolvent insurer's remaining policy portfolio to another carrier, likely Colina Insurance Ltd. About CLICO (Bahamas) CLICO (Bahamas) Limited, also known as British Fidelity Insurance Company, Limited, is a Bahamian company that was involved in life and health insurance, pensions and annuities. CLICO has insolvency proceedings pending before the Commercial Division of the Supreme Court of the Bahamas. The proceedings were commenced February 2009. Craig A. Gomez, at Fowler White Burnett, P.A., was appointed by the Bahamian court as liquidator of CLICO. Mr. Gomez filed a Chapter 15 bankruptcy petition for CLICO on April 28, 2009 (Bankr. S.D. Fla. Case No. 09-17829), to seek the U.S.'s recognition of the insolvency proceedings in the Bahamas as the "foreign main proceeding." Judge A. Jay Cristol presides over the case. Ronald G Neiwirth, Esq., represents Mr. Gomez. Mr. Gomez estimated both assets and debts of between US$100 million and US$500 million for CLICO. CMHA/TCB I: Section 341(a) Meeting Scheduled for May 3 ------------------------------------------------------ The U.S. Trustee for Region 9 will convene a meeting of CMHA/TCB Laurel Homes I Limited Partnership's creditors on May 3, 2011, at 2:00 p.m. The meeting will be held at the Office of the US Trustee, 36 East Seventh Street, Suite 2050, Cincinnati, Ohio. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About CMHA/TCB Laurel CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel Homes V Limited Partnership own and operate phases of the City West Housing Development located in the West End of Cincinnati. The Laurel Homes I and Laurel Homes V phases of the City West Housing Development, together with all other phases of the City West Housing Development, are managed by The Community Builders, Inc. CMHA/TCB V filed for Chapter 11 bankruptcy protection on March 31, 2011 (Bankr. S.D. Ohio Case No. 11-11966). Charles M. Meyer, Esq., at Santen & Hughes, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate CMHA/TCB I Limited Partnership filed a separate Chapter 11 petition on March 31, 2011 (Bankr. S.D. Ohio Case No. 11- 11953). CMHA/TCB V: Section 341(a) Meeting Scheduled for May 3 ------------------------------------------------------ The U.S. Trustee for Region 9 will convene a meeting of CMHA/TCB Laurel Homes V Limited Partnership's creditors on May 3, 2011, at 2:00 p.m. The meeting will be held at the Office of the US Trustee, 36 East Seventh Street, Suite 2050, Cincinnati, Ohio. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About CMHA/TCB Laurel CMHA/TCB Laurel Homes I Limited Partnership and CMHA/TCB Laurel Homes V Limited Partnership own and operate phases of the City West Housing Development located in the West End of Cincinnati. The Laurel Homes I and Laurel Homes V phases of the City West Housing Development, together with all other phases of the City West Housing Development, are managed by The Community Builders, Inc. CMHA/TCB V filed for Chapter 11 bankruptcy protection on March 31, 2011 (Bankr. S.D. Ohio Case No. 11-11966). Charles M. Meyer, Esq., at Santen & Hughes, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate CMHA/TCB I Limited Partnership filed a separate Chapter 11 petition on March 31, 2011 (Bankr. S.D. Ohio Case No. 11- 11953). COMMERCIAL VEHICLE: To Offer $225MM of Sr. Secured Notes Due 2019 ----------------------------------------------------------------- Commercial Vehicle Group, Inc., announced that it intends to offer, subject to market and other customary conditions, $225 million in aggregate principal amount of senior secured notes due 2019 in a private offering that is exempt from registration under the Securities Act of 1933, as amended. The Notes will be guaranteed, jointly and severally, on a senior secured basis by certain of the Company's existing and future domestic subsidiaries and any other subsidiaries that guarantee any of its senior indebtedness, including its revolving credit facility. The Notes and the related guarantees will be senior secured obligations of the Company and the guarantors, secured by second-priority liens on substantially all of the property and assets of the Company and the guarantors. The Company intends to use the net proceeds from the offering primarily to repay all of the amounts currently outstanding under its existing second lien term loan, 11%/13% Third Lien Senior Secured Notes due 2013 and 8% Senior Notes due 2013 and for general corporate and working capital purposes. The Notes and the related guarantees will be offered only to "qualified institutional buyers" in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act and to persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. About Commercial Vehicle Group New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq: CVGI) supplies fully integrated system solutions for the global commercial vehicle market, including the heavy-duty truck market, the construction and agricultural markets, and the specialty and military transportation markets. The Company has facilities located in the United States in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington and outside of the United States in Australia, Belgium, China, Czech Republic, Mexico, Ukraine and the United Kingdom. * * * Commercial Vehicle carries a 'Caa2' Corporate Family Rating and 'Caa2/LD' Probability of Default Rating from Moody's. It has 'CCC+' issuer credit ratings from Standard & Poor's. In mid-October 2010, Moody's Investors Service upgraded Commercial Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2, and revised the ratings outlook to positive from negative. These positive actions recognize the continuing improvement in the build rates for commercial vehicles and the realized benefits of the company's operating and capital restructurings. According to Moody's, the Caa1 CFR reflects modest size, high debt leverage, and exposure to highly cyclical commercial vehicle end markets. Demand for commercial vehicle components is sensitive to both economic cycles and regulatory implementation schedules. The Company's balance sheet at Dec. 31, 2010 showed $286.20 million in total assets, $286.31 million in total liabilities, and a $112,000 stockholders' deficit. COMMERCIAL VEHICLE: Refinances Substantially All of Existing Debt ----------------------------------------------------------------- Commercial Vehicle Group, Inc., announced a series of financing transactions designed to refinance substantially all of its existing indebtedness. These transactions include: * A proposed private offering of new senior secured notes, the proceeds of which the Company intends to use primarily to repay all of the amounts currently outstanding under its existing second lien term loan, 8% Senior Notes due 2013 and 11%/13% Third Lien Senior Secured Notes due 2013 and for general corporate and working capital purposes. * An expected amendment and restatement of its existing revolving credit facility that will, among other things, (i) increase the revolving credit commitment from $37.5 million to $40.0 million, subject to borrowing base availability, (ii) extend the maturity of the facility to three years after the date of closing, (iii) remove the availability block, (iv) reduce the interest rate by 0.50%, (v) increase the Company's flexibility to make investments and (vi) permit the financing transactions. * The commencement of cash tender offers and consent solicitations with respect to any and all of its outstanding Notes. Completion of the tender offers is conditioned upon, among other things, the receipt by the Company of the proceeds from the proposed private offering of new senior secured notes, and the consummation of the notes offering, in turn, is conditioned upon the concurrent amendment and restatement of the Company's existing revolving credit facility. In connection with the tender offers, the Company is soliciting the consents of the holders of the Notes to proposed amendments to each indenture governing the Notes and, in the case of the 2009 Notes, to the related security documents. The principal purpose of the consent solicitations and the Proposed Amendments is (i) to eliminate substantially all of the restrictive covenants, (ii) to eliminate or modify certain events of default, (iii) to eliminate or modify related provisions contained in the indentures governing the Notes and (iv) with respect to the 2009 Notes, to eliminate certain conditions to covenant defeasance contained in the indenture governing such notes and to release the liens in respect of such notes. In order for the Proposed Amendments to be effective with respect to an applicable series of Notes, holders of at least a majority of the outstanding aggregate principal amount of such series of Notes must consent to the Proposed Amendments, except that the Proposed Amendments related to the release of the liens in respect of the 2009 Notes require consents from the holders of at least two-thirds of the outstanding aggregate principal amount of the 2009 Notes. Holders who tender Notes are obligated to consent to the Proposed Amendments and holders may not deliver consents without tendering the related Notes. Each holder who validly tenders and does not validly withdraw its Notes and delivers and does not revoke its consent to the Proposed Amendments with respect to such Notes prior to 5:00 p.m., New York City time, on April 21, 2011, unless extended, will receive (i) with respect to 2005 Notes accepted for purchase by the Company, Total Consideration of $1,020 per $1,000 principal amount of such Notes, which includes $990 as the Tender Offer Consideration and $30 as a Consent Payment, and (ii) with respect to 2009 Notes accepted for purchase by the Company, Total Consideration of $1,110 per $1,000 principal amount of such Notes, which includes $1,080 as the Tender Offer Consideration and $30 as a Consent Payment. In addition, accrued interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all validly tendered and accepted Notes. Each of the tender offers is scheduled to expire at 11:59 p.m., New York City time, on May 5, 2011, unless extended. Tendered Notes may be withdrawn and consents may be revoked at any time prior to the Consent Date but not thereafter. Holders who validly tender their Notes and deliver their consents after the Consent Date will receive only the Tender Offer Consideration applicable to such Notes and will not be entitled to receive a Consent Payment if those Notes are accepted for purchase pursuant to the tender offers. The Company reserves the right, at any time or times following the Consent Date but prior to the Expiration Date, to accept for purchase all of the 2005 Notes or the 2009 Notes validly tendered prior to the Early Acceptance Time. If the Company exercises this option, it will pay the Total Consideration for the 2005 Notes or the 2009 Notes, as applicable, accepted for purchase at the Early Acceptance Time on a date promptly following the Early Acceptance Time. The Company will also pay on the Early Payment Date accrued and unpaid interest up to, but not including, the Early Payment Date on the Notes accepted for purchase at the Early Acceptance Time. The Company currently expects that the Early Payment Date will be April 26, 2011. Subject to the terms and conditions of the tender offers and consent solicitations, the Company will, following the Expiration Date, accept for purchase all the 2005 Notes or the 2009 Notes validly tendered prior to the Expiration Date. The Company will pay the applicable Total Consideration or Tender Offer Consideration, as the case may be, for the 2005 Notes and the 2009 Notes accepted for purchase at the Final Acceptance Time on a date promptly following the Final Acceptance Time. The Company will also pay on the Final Payment Date accrued and unpaid interest up to, but not including, the Final Payment Date on the Notes accepted for purchase at the Final Acceptance Time. The Company currently expects that the Final Payment Date will be May 6, 2011. The consummation of the tender offers and consent solicitations is conditioned upon, among other things, (i) the receipt by the Company of the proceeds from the issuance of new senior secured notes, (ii) the receipt of the consents of holders of at least a majority of the outstanding aggregate principal amount of each of the 2005 Notes and the 2009 Notes to the Proposed Amendments and (iii) the execution of the supplemental indentures giving effect to the Proposed Amendments. If any of the conditions are not satisfied, the Company may terminate the tender offers and consent solicitations and return the tendered Notes. The Company has the right to waive any of the foregoing conditions with respect to any series of Notes and to consummate any or both of the tender offers and consent solicitations. The Company also has the right, in its sole discretion, to terminate the tender offers or the consent solicitations at any time, subject to applicable law. Neither tender offer is conditioned upon or subject to the completion of the other tender offer. None of the Company's board of directors, the dealer manager and solicitation agent or any other person makes any recommendation as to whether holders of Notes should tender their Notes or deliver the related consents, and no one has been authorized to make such a recommendation. About Commercial Vehicle Group New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq: CVGI) supplies fully integrated system solutions for the global commercial vehicle market, including the heavy-duty truck market, the construction and agricultural markets, and the specialty and military transportation markets. The Company has facilities located in the United States in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington and outside of the United States in Australia, Belgium, China, Czech Republic, Mexico, Ukraine and the United Kingdom. * * * Commercial Vehicle carries a 'Caa2' Corporate Family Rating and 'Caa2/LD' Probability of Default Rating from Moody's. It has 'CCC+' issuer credit ratings from Standard & Poor's. In mid-October 2010, Moody's Investors Service upgraded Commercial Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2, and revised the ratings outlook to positive from negative. These positive actions recognize the continuing improvement in the build rates for commercial vehicles and the realized benefits of the company's operating and capital restructurings. According to Moody's, the Caa1 CFR reflects modest size, high debt leverage, and exposure to highly cyclical commercial vehicle end markets. Demand for commercial vehicle components is sensitive to both economic cycles and regulatory implementation schedules. The Company's balance sheet at Dec. 31, 2010 showed $286.20 million in total assets, $286.31 million in total liabilities and a $112,000 stockholders' deficit. COMMUNITY CENTRAL: Gets Letter From Nasdaq Due to Late Form 10-K ---------------------------------------------------------------- On April 6, 2011, Community Central Bank Corporation, parent company of Community Central Bank, received a non-compliance notice from The Nasdaq Stock Market stating that the Company was not in compliance with the rules for continued listing because it has not timely filed its Annual Report on Form 10-K for the year ended Dec. 31, 2010. The Nasdaq letter indicated that the Company has until June 6, 2011 to submit a plan to regain compliance. If such a plan is timely submitted by the Company, the Nasdaq Staff can grant the Company up to 180 calendar days from the due date of the Form 10-K (or Sept. 27, 2011) to regain compliance. The notification of noncompliance has no immediate effect on the listing or trading of the Company's common stock on The Nasdaq Capital Market at this time and it will continue to trade under the symbol CCBD. If the Company does not regain compliance by the applicable date or dates, the Nasdaq will provide the Company a written notification that its common stock will be delisted. As previously reported, the Company has until May 3, 2011, to regain compliance with Nasdaq's minimum closing bid price requirement and until June 28, 2011, to regain compliance with Nasdaq's minimum market value requirement. About Community Central Community Central Bank Corporation is the holding company for Community Central Bank in Mount Clemens, Michigan. The Bank opened for business in October 1996 and serves businesses and consumers across Macomb, Oakland, St. Clair and Wayne counties with a full range of lending, deposit, trust, wealth management and Internet banking services. The Bank operates four full service facilities in Mount Clemens, Rochester Hills, Grosse Pointe Farms and Grosse Pointe Woods, Michigan. Community Central Mortgage Company, LLC, a subsidiary of the Bank, operates locations servicing the Detroit metropolitan area and central and northwest Indiana. River Place Trust and Community Central Wealth Management are divisions of Community Central Bank. Community Central Insurance Agency, LLC, is a wholly owned subsidiary of Community Central Bank. The Corporation's common shares currently trade on The NASDAQ Capital Market under the symbol "CCBD". The Company's balance sheet at Sept. 30, 2010, showed $513.7 million in total assets, $501.6 million in total liabilities, and stockholders' equity of $12.1 million. "As of Sept. 30, 2010, due to the Corporation's significant net loss from operations in the three and nine months ended Sept. 30, 2010, deterioration in the credit quality of the loan portfolio, and the decline in the level of its regulatory capital to support operations, there is substantial doubt about the Corporation's ability to continue as a going concern," the Corporation said in its Form 10-Q for the quarter ended Sept. 30, 2010. The Bank is currently subject to a "consent order" with the Federal Deposit Insurance Corporation and the Michigan Office of Financial and Insurance Regulation and is "significantly undercapitalized" under the FDIC's prompt corrective action (PCA) rules and accordingly is operating under significant operating restrictions. The Consent Order requires Community Central Bank to take corrective measures in a number of areas to strengthen and improve the Bank's financial condition and operations. The Consent Order is effective as of November 1, 2010. By entering into the Consent Order, the Bank is directed and has agreed to increase board oversight and conduct an independent study of management, improve regulatory capital ratios, charge-off certain classified assets, reduce its level of loan delinquencies and problem assets, limit lending to certain borrowers, revise lending and collection policies, adopt and implement new profit, strategic and liquidity plans, and correct loan underwriting and credit administration deficiencies. The Consent Order also requires the Bank to obtain prior regulatory approval before the payment of cash dividends or the appointment of any senior executive officers or directors. The Bank also is not allowed to accept brokered deposits without a waiver from the FDIC and must comply with certain deposit rate restrictions. CROSS BORDER: Restates Form 10-Q to Correct Sale Acctg. Treatment ----------------------------------------------------------------- Doral Energy Corp. filed with the U.S. Securities and Exchange Commission Amendment No. 1 to its Quarterly Report on Form 10-Q, originally filed on June 21, 2010, to provide the Company's amended and restated consolidated financial statements for the fiscal period ended April 30, 2010. On Oct. 21, 2010, the Company determined that the accounting treatment of the "assets held for sale" reported in the Company's unaudited financial statements for the interim period ended April 30, 2010, to be the incorrect accounting treatment. Management has determined that under Full Cost accounting, the sale of the properties reported for the period ended April 30, 2010 does not meet the criteria for "assets held for sale" or "discontinued operations". Also as a result of this correction, on Oct. 21, 2010, the management and Board of Directors of the Company concluded that the Company's unaudited financial statements for the interim period ended April 30, 2010, should no longer be relied upon and will be restated. Correcting the accounting treatment resulted in no impact to net loss for the Relevant Period. The restatement of these interim condensed consolidated financial statements will not affect the Company's audited consolidated financial statements as of, and for the year ended, July 31, 2010, as contained in its Annual Report on Form 10-K for the year ended July 31, 2010, because the error was corrected prior to the end of the fiscal year 2010. The Company's restated statement of operations reflects a net loss of $10.05 million on $549,452 of revenue for the three months ended April 30, 2010, compared to a net loss of $10.05 million on $0 of revenue as originally reported. The restated statement of operations also shows a net loss of $12.45 million on $1.51 million of revenue for the nine months ended April 30, 2010, compared with a net loss of $12.45 million on $0 of revenue as originally reported. The Company's restated balance sheet shows US$11.65 million in total assets, US$10.75 million in total liabilities and US$895,370 of total stockholders' equity, same as the original report. About Cross Border Resources Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB: DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas operator in the state of New Mexico. The Company is headquartered in Midland, Texas. The Company's balance sheet at Oct. 31, 2010, showed $2.77 million in total assets, $2.81 million in total liabilities, and a stockholders' deficit of $37,846. As reported in the Troubled Company Reporter on Nov. 23, 2010, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about Doral Energy's ability to continue as a going concern following the Company's results for the fiscal year ended July 31, 2010. The independent auditors noted that the Company has negative working capital and recurring losses from operations. CYBEX INT'L: Gets Non-Compliance Notice From NASDAQ --------------------------------------------------- Cybex International, Inc., received a letter from the NASDAQ Stock Market notifying Cybex that based on the Company's stockholders' equity as reported in its Annual Report on Form 10-K for the year ended Dec. 31, 2010, the Company does not comply with the minimum stockholders' equity requirement of $10 million for continued listing on the NASDAQ Global Market under NASDAQ Listing Rule 5450(b)(1)(A). As of Dec. 31, 2010, the Company's stockholders' equity was approximately negative $15,010,000. The notification letter states that the Company will be afforded 45 calendar days, or until May 20, 2011, to submit a plan advising NASDAQ of the action the Company has taken, or plans to take, to regain compliance with the minimum stockholders' equity continued listing requirement. If NASDAQ does not accept the Company's compliance plan by May 20, 2011, NASDAQ may then initiate delisting proceedings from the NASDAQ Global Market, at which time the Company may appeal the determination to a NASDAQ hearings panel. The Company currently intends to prepare a plan of compliance to submit to NASDAQ. Cybex previously has been informed by NASDAQ that it does not meet the minimum bid price continued listing requirement. Cybex is currently considering its available options to regain compliance with all NASDAQ continued listing requirements. About Cybex International Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI) -- http://www.cybexintl.com/--is a manufacturer of exercise equipment and develops, manufactures and markets strength and cardiovascular fitness equipment products for the commercial and, to a lesser extent, consumer markets. The Company reported a net loss of $58.2 million on $123.0 million of sales for 2010, compared with a net loss of $2.4 million on $120.5 million of sales for 2009. At Dec. 31, 2010, the Company's balance sheet showed $85.4 million in total assets, $100.4 million in total liabilities, and a stockholders' deficit of $15.0 million. KPMG LLP, in Pittsburgh, Pa., expressed substantial doubt about Cybex International's ability to continue as a going concern. The independent auditors noted that a December 2010 jury verdict in a product liability suit apportions a significant amount of liability to the Company. "The Company does not have the resources to satisfy a judgment in this matter that has not been substantially reduced from the jury verdict, which raises substantial doubt about the Company's ability to continue as a going concern." DANAOS CORPORATION: Incurs US$102.34 Million Net Loss in 2010 ------------------------------------------------------------- Danaos Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F reporting a net loss of US$102.34 million on US$359.67 million of operating revenue for the year ended Dec. 31, 2010, compared with net income of US$36.09 million on US$319.51 million of operating revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed US$3.48 billion in total assets, US$3.09 billion in total liabilities and US$392.41 million in total stockholders' equity. As reported in the Troubled Company Reporter on June 22, 2010, PricewaterhouseCoopers S.A., in Athens, Greece, expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the year ended Dec. 31, 2009. The Company noted of the Company's inability to comply with financial covenants under its current debt agreements as of December 31, 2009, and its negative working capital deficit. PricewaterhouseCoopers S.A.'s report regarding the 2010 financial results did not contain a substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the annual report on Form 20-F is available for free at http://is.gd/6WXgBV About Danaos Corporation Headquartered in Piraeus, Greece, Danaos Corporation (NYSE: DAC) -- http://danaos.com/-- is an international owner of containerships, chartering its vessels to many of the world's largest liner companies. The Company operates through a number of subsidiaries incorporated in Liberia and Cyprus. As of May 31, 2010, the Company had a fleet of 45 containerships aggregating 193,629 TEUs, making the Company among the largest containership charter owners in the world, based on total TEU capacity. DAUFUSKIE ISLAND: Two Secured Creditors Split Assets ---------------------------------------------------- Josh McCann at the Post and Courier reports that secured creditors AFG and Bank of North Carolina have taken back a chunk of the assets of Daufuskie Island Resort & Breathe Spa. According to the report, a judge had authorized the creditors' moves late last year, but the trustee overseeing the bankruptcy had continued to try to sell the entire resort to a single buyer until the creditors' deals closed. "Despite every best effort and two years of very hard work during extremely difficult economic times, a single qualified purchaser simply did not materialize," said Tobin Spirer, a spokesman for trustee Robert C. Onorato. AFG, a Denver private investment group that loaned money to the resort before the bankruptcy, received the resort's inn, conference center, Melrose golf course, clubhouse, tennis courts, equestrian center, employee housing and several undeveloped parcels. While Bank of North Carolina, the successor to Beach First National Bank, which loaned money to the resort before the bank failed in April, received the beach club, eight cottages and several undeveloped parcels. According to the report, Mr. Onorato, the trustee for the Debtor, will retain the Bloody Point golf course, land for a marina at Melrose Landing and several undeveloped parcels on behalf of the resort's estate. He will try to sell those assets to pay back remaining creditors as soon as possible and hopes to receive about $4 million for them. Ronald Jones, a Charleston attorney representing the resort's unsecured creditors, which are owed about $90 million, said that amount would be disappointing but better than nothing. About Daufuskie Island Based in Hilton Head Island, South Carolina, Daufuskie Island Properties LLC -- http://www.daufuskieislandresort.com/-- operated the Daufuskie Island Resort & Breathe Spa. The Company was controlled by Gayle and Bill Dixon, a San Francisco Bay area couple. Daufuskie Island Properties sought Chapter 11 protection (Bankr. D. S.C. Case No. 09-00389) on Jan. 20, 2009. Robert C. Onorato was named Chapter 11 Trustee for the estate of Daufuskie Island. DVI INC: Trustee to Take Merrill to Trial Over Transfers -------------------------------------------------------- Bankruptcy Law360 reports that Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware cleared the way for DVI Inc.'s trustee to go to trial against Merrill Lynch & Co. over tens of millions of dollars Merrill received from the health care finance company in the weeks before its bankruptcy. DVI, Inc., the parent company of DVI Financial Services, Inc., and DVI Business Credit Corporation, provide lease or loan financing to healthcare providers for the acquisition or lease of sophisticated medical equipment. The Company, along with its affiliates, filed for chapter 11 protection (Bankr. Del. Case No. 03-12656) on Aug. 25, 2003. Bradford J. Sandler, Esq., at Adelman Lavine Gold and Levin PC, represents the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $1,866,116,300 in total assets and $1,618,751,400 in total debts. On Nov. 24, 2004, Judge Walrath confirmed the Amended Joint Plan of Liquidation filed by DVI, Inc., and its debtor-affiliates. DYNEGY INC: BlackRock Discloses 4.70% Equity Stake -------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that it beneficially owns 5,700,457 shares of common stock of Dynegy Inc. representing 4.70% of the shares outstanding. As of March 3, 2011, there were 121,209,325 shares of common stock outstanding. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE:DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. The Troubled Company Reporter has chronicled Dynegy's attempts to sell itself. In August 2010, Dynegy struck a deal to be acquired by an affiliate of The Blackstone Group at $4.50 a share or roughly $4.7 billion. That offer was raised to $5.00 a share in November. Through Icahn and Seneca's efforts, shareholders thumbed down both offers. On December 22, 2010, an affiliate of IEP commenced a tender offer to purchase all of the outstanding shares of Dynegy common stock for $5.50 per share in cash, or roughly $665 million in the aggregate. Goldman, Sachs & Co. and Greenhill & Co., LLC, are serving as financial advisors and Sullivan & Cromwell LLP is serving as legal counsel to Dynegy. The Company's balance sheet at Dec. 31, 2010, showed $10.013 billion in total assets, $7.267 billion in total liabilities, and stockholders' equity of $2.746 billion. Ernst & Young LLP, in Houston, said that Dynegy projects that it is likely that it will not be able to comply with certain debt covenants throughout 2011. "This condition and its impact on Dynegy Inc.'s liquidity raises substantial doubt about Dynegy Inc.'s ability to continue as a going concern." The Company reported a net loss of $234 million on $2.323 billion of revenues for 2010, compared with a net loss of $1.262 billion on $2.468 billion of revenues for 2009. * * * As reported by the Troubled Company Reporter on Nov. 26, 2010, Fitch Ratings downgraded the ratings of Dynegy Inc. and its subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from 'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I preferred to 'C/RR6' from 'CCC/RR6'. The downgrade reflects Fitch's belief that the rejection of The Blackstone Group's bid to acquire Dynegy for $5/share will likely lead to another transaction and capital restructuring by Dynegy's management as activist stockholders seek to maximize shareholder values. The downgrade also reflects the underperformance of Dynegy's merchant generation operations. In October 2010, Moody's Investors Service lowered the ratings of Dynegy Holdings, including its Corporate Family Rating, to 'Caa1' from 'B3' along with the ratings of various affiliates or parent company Dynegy Inc. The rating action followed the expiration of the 40-day "go shop" period, according to Moody's, increasing the probability that Dynegy will be acquired by an affiliate of The Blackstone Group L.P.. Moody's said Dynegy's financial profile is expected to be quite fragile, particularly during 2011 and 2012, when the company is projected to generate both negative operating cash flow and negative free cash flow due to weak operating margins and the required funding of their capital investment programs. To the extent that the transactions with Blackstone and NRG are not completed, Moody's said downward rating pressure at DHI and Dynegy will continue to exist given the weak financial prospects for the company over the next few years coupled with the liquidity concerns. In December 2010, Moody's said its ratings and negative rating outlook for Dynegy, Inc., and its subsidiary, Dynegy Holdings (Caa1 Corporate Family Rating) will remain unchanged following announcement of the Icahn deal. DYNEGY INC: H. Harrison Named Interim President and CEO ------------------------------------------------------- Dynegy Inc. announced that E. Hunter Harrison, currently a Dynegy director, has been appointed interim President and Chief Executive Officer. Mr. Harrison replaces David W. Biegler, who has served as Dynegy's interim President and Chief Executive Officer. "We are pleased that Hunter Harrison will serve as interim President and Chief Executive Officer," said Mr. Biegler. "This is an important step as we execute the transition to new leadership. Mr. Harrison brings a connection with the recently appointed members of the Board of Directors, as well as significant business experience and a strong interest in moving the company forward." Mr. Harrison's appointment was made upon the recommendation of the Dynegy Board of Directors' Governance and Nominating Committee, which includes the four new directors elected on March 9, 2011. Mr. Biegler will continue to serve as an independent Dynegy director along with Patricia A. Hammick, Victor E. Grijalva, Howard B. Sheppard and William L. Trubeck. These five directors will not stand for re-election at the company's Annual Meeting of Stockholders on June 15, 2011, in Houston; until that time, Ms. Hammick will continue to serve as Chairman of the Board. The Governance and Nominating Committee continues with its search for an individual to serve Dynegy as its future President and Chief Executive Officer. Mr. Harrison, 66, served as the President and Chief Executive Officer of Canadian National Railway Company from January 2003 until December 2009 and as its Chief Operating Officer from 1998 until 2003. Prior to joining Canadian National Railway, Mr. Harrison was the President and Chief Executive Officer of Illinois Central Railroad from 1993 until February 1998 and its Chief Operating Officer from 1989 to 1993. Mr. Harrison served on the Board of Directors of Canadian National Railway from December 1999 until December 2009. Mr. Harrison also served on the boards of The American Association of Railroads, The Belt Railway of Chicago, Terminal Railway, Wabash National Corporation, Illinois Central Railroad and TTX Company. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE:DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. The Troubled Company Reporter has chronicled Dynegy's attempts to sell itself. In August 2010, Dynegy struck a deal to be acquired by an affiliate of The Blackstone Group at $4.50 a share or roughly $4.7 billion. That offer was raised to $5.00 a share in November. Through Icahn and Seneca's efforts, shareholders thumbed down both offers. On December 22, 2010, an affiliate of IEP commenced a tender offer to purchase all of the outstanding shares of Dynegy common stock for $5.50 per share in cash, or roughly $665 million in the aggregate. Goldman, Sachs & Co. and Greenhill & Co., LLC, are serving as financial advisors and Sullivan & Cromwell LLP is serving as legal counsel to Dynegy. The Company's balance sheet at Dec. 31, 2010, showed $10.013 billion in total assets, $7.267 billion in total liabilities, and stockholders' equity of $2.746 billion. Ernst & Young LLP, in Houston, said that Dynegy projects that it is likely that it will not be able to comply with certain debt covenants throughout 2011. "This condition and its impact on Dynegy Inc.'s liquidity raises substantial doubt about Dynegy Inc.'s ability to continue as a going concern." The Company reported a net loss of $234 million on $2.323 billion of revenues for 2010, compared with a net loss of $1.262 billion on $2.468 billion of revenues for 2009. * * * As reported by the Troubled Company Reporter on Nov. 26, 2010, Fitch Ratings downgraded the ratings of Dynegy Inc. and its subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from 'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I preferred to 'C/RR6' from 'CCC/RR6'. The downgrade reflects Fitch's belief that the rejection of The Blackstone Group's bid to acquire Dynegy for $5/share will likely lead to another transaction and capital restructuring by Dynegy's management as activist stockholders seek to maximize shareholder values. The downgrade also reflects the underperformance of Dynegy's merchant generation operations. In October 2010, Moody's Investors Service lowered the ratings of Dynegy Holdings, including its Corporate Family Rating, to 'Caa1' from 'B3' along with the ratings of various affiliates or parent company Dynegy Inc. The rating action followed the expiration of the 40-day "go shop" period, according to Moody's, increasing the probability that Dynegy will be acquired by an affiliate of The Blackstone Group L.P.. Moody's said Dynegy's financial profile is expected to be quite fragile, particularly during 2011 and 2012, when the company is projected to generate both negative operating cash flow and negative free cash flow due to weak operating margins and the required funding of their capital investment programs. To the extent that the transactions with Blackstone and NRG are not completed, Moody's said downward rating pressure at DHI and Dynegy will continue to exist given the weak financial prospects for the company over the next few years coupled with the liquidity concerns. In December 2010, Moody's said its ratings and negative rating outlook for Dynegy, Inc., and its subsidiary, Dynegy Holdings (Caa1 Corporate Family Rating) will remain unchanged following announcement of the Icahn deal. E-DEBIT GLOBAL: In Talks With Atticus to Expand Leasing Program --------------------------------------------------------------- E-Debit Global Corporation and its wholly owned subsidiary Cash Direct Financial Services Ltd. has commenced discussion with Vancouver based Atticus Financial Group to expand and roll out a National Leasing program focusing on privately owned Canadian banking sector equipment particularly Automated Bank Machines and Point of Sale Terminals. Overview "Currently Cash Direct has been focusing on leasing opportunities related to our own ATM and POS estate potential. If our discussions with Atticus or others with a similar presence within the Canadian Leasing industry are successful, we believe our opportunities within this business space to be very significant especially when integrated with our "Switching" capabilities" advised E-Debit Chief Executive Doug Mac Donald. "We have commenced our leasing operations with Cash Direct in conjunction with our product suppliers through our current distribution network but look forward to expanding our marketplace opportunities by partnering with those experienced within the Leasing Industry such as Atticus." Mac Donald stated. About E-Debit Global Corporation E-Debit Global Corporation (WSHE) is a financial holding company in Canada at the forefront of debit, credit and online computer banking. Currently, the Company has established a strong presence in the privately owned Canadian banking sector including Automated Banking Machines (ABM), Point of Sale Machines (POS), Online Computer Banking (OCB) and E-Commerce Transaction security and payment. E-Debit maintains and services a national ABM network across Canada and is a full participating member of the Canadian INTERAC Banking System. The Company's balance sheet at Sept. 30, 2010, showed US$1.79 million in total assets, US$1.96 million in total liabilities, and a stockholders' deficit of US$165,000. As of Sept. 30, 2010, the Company had a working capital deficit of US$770,000 and an accumulated deficit of US$4.08 million. Cordovano and Honeck LLP, in Englewood, Colorado, expressed substantial doubt about E-Debit Global Corporation's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has suffered recurring losses, has a working capital deficit, and has an accumulated deficit of US$760,509 as of Dec. 31, 2009. EASTMAN KODAK: LMM LLC Discloses 7.02% Equity Stake --------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, LMM LLC and its affiliates disclosed that they beneficially own 18,913,040 shares of common stock of Eastman Kodak Company representing 7.02% of the shares outstanding. The number of shares outstanding of the Company's common stock as of Feb. 11, 2011 was 268,882,900 shares of common stock. A full-text copy of the filing is available for free at http://is.gd/K9XiMx About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. As of Dec. 31, 2010, the Company's balance sheet showed $6.84 billion in total assets, $7.34 billion in total liabilities and a $498 million deficit. As reported by the Troubled Company Reporter on March 2, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on Eastman Kodak to 'CCC' from 'B-'. S&P removed the rating from CreditWatch, where S&P placed it with negative implications on Jan. 26, 2011. The rating outlook is negative. Issue-level ratings on the company's debt were also lowered and removed from CreditWatch in conjunction with the corporate credit rating change. The 'CCC' corporate credit rating reflects S&P's expectation that Eastman Kodak's pace of cash consumption will remain high over the near term. It also reflects S&P's expectation of continued secular volume decline of the traditional photographic products and services business, that the company's consumer digital imaging businesses will not quickly turn convincingly profitable, and that intellectual property earnings, which constitute a significant portion of the company's EBITDA, could decline significantly from 2010 levels. These factors underpin S&P's view of Kodak's business risk as vulnerable and support S&P's view that revenue and EBITDA will decline in 2011. S&P views the company's financial risk profile as highly leveraged because of the risk that its earnings and cash flow could become insufficient to support its debt. In the March 16, 2011 edition of the TCR, Fitch Ratings has affirmed its 'CCC' Issuer Default Rating on Kodak. The ratings and Negative Outlook reflect Kodak's continued struggles to gain traction in its digital businesses as secular declines persist and broaden to entertainment film within the traditional film business. EL CENTRO: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------- Debtor: El Centro Executive Suites LLC dba Liquidation Services Trust 725 West State Street El Centro, CA 92243 Bankruptcy Case No.: 11-05848 Chapter 11 Petition Date: April 7, 2011 Court: United States Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Roger Stacy, Esq. THE SOLUTIONS LAW CENTER, APC 3645 Ruffin Road, Suite 100 San Diego, CA 92123 Tel: (858) 300-0033 Fax: (619) 330-2061 E-mail: roger@stacylawfirm.com Scheduled Assets: $675,000 Scheduled Debts: $1,604,900 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/casb11-05848.pdf The petition was signed by Shawn Bageby, sole managing member. ELEPHANT TALK: QAT II Investments Has 5.84-Mil. Shares ------------------------------------------------------ In a Form 5 filing with the U.S. Securities and Exchange Commission, QAT II Investments, SA, disclosed that it acquired 6,771,311 shares of common stock of Elephant Talk Communications Inc. on Oct. 19, 2010. QAT II Investments also disposed of 930,000 shares of common stock of the Company on Dec. 17, 2010. At the end of the transactions, QAT II Investments beneficially owned 5,841,311 shares. A full-text copy of the filing is available for free at http://is.gd/rB4c3W About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. The Company reported a net loss of $92.48 million on $37.17 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $17.30 million on $43.65 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $38.92 million in total assets, $10.25 million in total liabilities, and $28.67 million in total stockholders' equity. As reported by the TCR on April 6, 2011, BDO USA, LLP, noted that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2010, the Company incurred a net loss of $92.5 million, used cash in operations of $14.1 million and had an accumulated deficit of $154.8 million. ENDO PHARMACEUTICALS: Moody's Reviews Notes' Rating for Downgrade ----------------------------------------------------------------- Moody's Investors Service affirmed the Ba2 Corporate Family Rating and Ba2 Probability of Default Rating of Endo Pharmaceuticals Holdings Inc. At the same time, Moody's placed the Ba2 rating on Endo's senior unsecured notes under review for possible downgrade. At the conclusion of this review, Moody's expects to revise Endo's rating outlook to negative. These rating actions follow the announcement that Endo will acquire American Medical Systems Holdings, Inc., for $30 per share or $2.9 billion including the assumption and repayment of AMS debt. The transaction is subject to customary approvals and closing conditions, and is expected to closed in late third- quarter 2011. Ratings affirmed: -- Ba2 Corporate Family Rating -- Ba2 Probability of Default Rating Rating placed under review for possible downgrade: -- Ba2 (LGD4, 58%) senior unsecured notes of $400 million The SGL-1 Speculative Grade Liquidity Rating and the LGD point estimates are subject to revision upon completion of the transaction. Rating Rationale The affirmation of Endo's Ba2 Corporate Family Rating reflects greater size, scale and diversity provided by AMS acquisition, a favorable impact on Endo's margins and cash flow, potential synergies with Endo's existing urology and medical device products, and good opportunities for deleveraging. Moody's is reviewing for possible downgrade the Ba2 rating on Endo's $400 million of senior unsecured notes due 2020 because the addition of any secured debt to Endo's capital structure may result in subordination of these notes. Endo has stated that new debt will be comprised of a combination of term loans and bonds. Moody's will conclude the rating review of the senior unsecured after the final financing terms have been announced. Upon conclusion of the rating review, Moody's anticipates revising the outlook on Endo's ratings to negative, reflecting the substantial increase in financial leverage to a level greater than Moody's expectations. The rating outlook had been stable since the initial rating assignment on November 15, 2010. Moody's estimates pro forma debt/EBITDA of 4.1 times, including a modest benefit from expected cost synergies, compared to Moody's previous assumption that Endo's debt/EBITDA would not materially exceed 2.5 times. As a result, there is slim cushion in Endo's Ba2 Corporate Family Rating for any operating setbacks or additional financial leverage. Rapid improvement in leverage through a combination of EBITDA growth and debt reduction would strengthen Endo's position within the Ba2 Corporate Family Rating. Endo's Corporate Family Rating could be downgraded if Endo does not make rapid progress towards reducing debt/EBITDA towards 2.5 times. Although not expected in the near term, the ratings could be upgraded if Endo substantially increases its size, scale and diversification while sustaining conservative credit metrics solidly within Moody's "Baa" ranges, which includes debt/EBITDA of 1.75 times to 2.5 times. Moody's does not rate Endo's amended $500 million senior secured revolving credit facility due 2015, $400 million senior secured Term Loan A due 2015, or $379.5 million 1.75% senior subordinated convertible notes due 2015. The principal methodologies used in this rating were Global Pharmaceutical Industry published in October 2009, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Chadds Ford, Pennsylvania, Endo Pharmaceuticals Holdings Inc. is a U.S.-focused specialty pharmaceutical company that develops, manufactures and markets branded and generic prescription pharmaceutical products primarily in the areas of pain management and urology, as well as medical devices and services solutions focused primarily in urology. For the year ended December 31, 2010, Endo generated total revenues of approximately $1.7 billion. ENDO PHARMACEUTICALS: S&P Puts 'BB+' Rating on Watch Negative ------------------------------------------------------------- Standard & Poor's Ratings Services said it placed its 'BB+' corporate credit rating on Chadds Ford, Pa.-based Endo Pharmaceuticals Holdings Inc. on CreditWatch with negative implications. "At the same time, we also placed the 'BB+' issue-level rating on the $400 million of senior unsecured notes on CreditWatch with negative implications," S&P stated. The rating action follows the company's announcement that it will be acquiring American Medical Systems Inc. (AMS) for approximately $2.9 billion, or an estimated 15x 2010 EBITDA. The acquisition, along with the refinancing of Endo's existing secured debt, and the payment of transaction fees, will be funded with some $363 million of cash (which includes $77 million of acquired cash) and a $3.1 billion debt financing. The $2.7 billion of incremental debt will increase initial pro forma leverage by more than two turns, to approximately 3.9x. "The proposed acquisition of AMS will likely improve Endo's business risk profile through enhanced product and geographic diversity and, over the longer term, a reduced dependence on patented products for revenue," said Standard & Poor's credit analyst Michael G. Berrian. ENERGY FUTURE: Lenders Consent to Amendment of 2007 Credit Pact --------------------------------------------------------------- Texas Competitive Electric Holdings Company LLC began a process of requesting lenders under a credit agreement dated as of Oct. 10, 2007 to consent to the amendment to that Credit Facility. On April 7, 2011, TCEH received the requisite consents from Lenders in order for the Amendment to become effective. As a result, the Amendment was executed by the requisite parties and became effective. TCEH paid a consent fee of 50 basis points to each Lender that consented to the Amendment on or prior to 12:00 p.m., Eastern time, on April 7, 2011. The Amendment includes, among other things, amendments to certain covenants contained in the Senior Secured Credit Facilities, including the Consolidated Secured Debt to Consolidated EBITDA financial maintenance covenant, as well as an acknowledgement from the Lenders that (i) the terms of the Intercompany Notes comply with the Senior Secured Credit Facilities, including the requirement that these loans be made on an "arm's-length" basis, and (ii) no mandatory repayments relating to excess cash flows were required to be made under the Senior Secured Credit Facilities by TCEH for fiscal years 2008, 2009 and 2010. The Amendment also contains certain provisions related to notes receivable from EFH Corp. that are payable to TCEH on demand and arise from cash loaned for (i) debt principal and interest payments and (ii) other general corporate purposes of EFH Corp. In addition to the acknowledgements, TCEH agreed in the Amendment: (1) not to make any further loans under the SG&A Note to EFH Corp.; (2) that borrowings outstanding under the P&I Note will not exceed $2 billion in the aggregate at any time; and (3) that the sum of (a) the outstanding indebtedness issued by EFH Corp. or any subsidiary of EFH Corp. secured by a second-priority lien on the equity interests that EFIH owns in Oncor Electric Delivery Holdings Company LLC and (b) the aggregate outstanding amount of the Intercompany Notes will not exceed, at any time, the maximum amount of EFIH Second- Priority Debt permitted by the indenture governing EFH Corp.'s 10.000% Senior Secured Notes due 2020 as in effect on the date of the Amendment. Furthermore, in connection with the Amendment, these actions have been taken with respect to the Intercompany Notes: (1) EFH Corp. has repaid $770 million of borrowings under the SG&A Note; and (2) EFIH and EFCH have guaranteed, on an unsecured basis, the remaining balance of the SG&A Note. TCEH has also repaid all borrowings outstanding under its note payable to EFH Corp. While the Amendment has become effective, the Extension is not yet final or effective. The deadline for Lenders to agree to the Extension is 12:00 p.m., Eastern time, on April 12, 2011. 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. * * * As reported by the Troubled Company Reporter on Aug. 19, 2010, Fitch Ratings downgraded the Issuer Default Ratings of Energy Future Holdings Corp. and its subsidiaries Energy Future Intermediate Holding Company LLC, Texas Competitive Electric Holdings Company LLC, and Energy Future Competitive Holdings Company by one notch to 'CCC' from 'B-'. The downgrades of the IDRs of EFH and its non-ring-fenced subsidiaries reflect large debt maturities occurring in 2014, over-leveraged capital structure, cash flow dependence on the forward natural gas NYMEX curve, which has been consistently moving down since mid-2008, and the likely outcome of future debt exchanges and amend-and-extend bank facility negotiations. In Fitch's view, potential defaults in 2011-2012 are considered more likely to result from coercive debt exchanges and unlikely to result from payment defaults. The TCR on Aug. 19, 2010, also reported that Moody's Investors Service changed the probability of default rating for Energy Future Holdings to Caa2/LD from Ca following the completion of a debt restructuring which Moody's views as a distressed exchange. EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed. The rating outlook remains negative. EFH executed a debt restructuring which involved an exchange of its 10.875% senior unsecured (guaranteed) notes due 2017 and its 11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due 2017 for new 10.00% senior secured notes due 2020 issued at EFIH, plus approximately $500 million in cash, plus accrued interest. These events had the effect of allowing EFH to reduce its overall net debt by approximately $1.0 billion and extend a portion of its maturities. The transaction crystallized losses for investors of approximately 30%. Taken as a whole, Moody's views the transaction as a distressed exchange and has classified this transaction as a limited default by appending an LD designation to the PDR. The affirmation of EFH's Caa1 CFR considers the very weak financial profile, untenable capital structure, questionable long- term business plan and material operating headwinds for the company. Moody's believes EFH has very little financial flexibility. In March 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. Moody's also said said the default assertion will not, at this time, affect the ratings or rating outlooks for EFH or its subsidiaries. EPICEPT CORP: Has Not Regained Compliance With Nasdaq's Rule ------------------------------------------------------------ EpiCept Corporation announced that on April 6, 2011, it received a Staff Determination letter from the Nasdaq Listing Qualifications Department stating that the Company had not regained compliance with the minimum bid price requirement under Listing Rule 5550(a)(2) by April 4, 2011. As a result, the Company's common stock will be scheduled for delisting from The Nasdaq Capital Market unless the Company requests an appeal hearing before the Nasdaq Hearings Panel. The Company intends to request such a hearing before the Panel, which will stay the delisting of its common stock pending the issuance of a decision by the Panel following the hearing. The Company expects that the hearing will be scheduled this quarter. At the hearing, the Company will request continued listing on The Nasdaq Capital Market based upon the Company's plan for demonstrating compliance with the applicable listing requirements. Pursuant to the Nasdaq Marketplace Rules, the Panel has the authority to grant the Company up to an additional 180 days from April 4, 2011, to implement its plan of compliance. There can be no assurance that the Panel will grant the Company's request for additional time to comply with the minimum bid price requirement. The listing of EpiCept's common stock on the Nasdaq OMX Stockholm Exchange is not affected by this Staff Determination letter. About EpiCept Corporation Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused on the development and commercialization of pharmaceutical products for the treatment of cancer and pain. The Company's lead product is Ceplene(R), approved in the European Union for the remission maintenance and prevention of relapse in adult patients with Acute Myeloid Leukemia (AML) in first remission. In the United States, a pivotal trial is scheduled to commence in 2011. The Company has two other oncology drug candidates currently in clinical development that were discovered using in-house technology and have been shown to act as vascular disruption agents in a variety of solid tumors. The Company's pain portfolio includes EpiCept(TM) NP-1, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. The Company reported a net loss of $15.54 million on $994,000 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $38.81 million on $414,000 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $4.69 million in total assets, $18.82 million in total liabilities and $14.13 million in total stockholders' deficit. Deloitte & Touche LLP, in Parsippany, New Jersey, noted that the Company's recurring losses from operations and stockholders' deficit raise substantial doubt about its ability to continue as a going concern. ESHCOL VALLEY: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Eshcol Valley Hospitality, LLC dba Comfort Suites Stone Oak 24165 IH 10 W., Suite 217-414 San Antonio, TX 78257 Bankruptcy Case No.: 11-51315 Chapter 11 Petition Date: April 8, 2011 Court: U.S. Bankruptcy Court Western District of Texas (San Antonio) Judge: Leif M. Clark Debtor's Counsel: James Samuel Wilkins, Esq. WILLIS & WILKINS, LLP 100 W Houston Street, Suite 1275 San Antonio, TX 78205 Tel: (210) 271-9212 Fax: (210) 271-9389 E-mail: jwilkins@stic.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/txwb11-51315.pdf The petition was signed by Antonio Carcur, president. EVERGREEN ENERGY: Names M. Brennan as C-Lock President ------------------------------------------------------ Evergreen Energy Inc. announced it has named Michael J. Brennan, 51, as president of C-Lock Technology, Inc., the subsidiary that controls GreenCertTM operations, effective April 8, 2011. Previously, Mr. Brennan served as the vice president of sales and marketing for GreenCert. This appointment is simultaneous with the resignation of Michael Gionfriddo, who served as interim president and Chief Technology Officer of Evergreen Energy and led the GreenCert business. Following Gionfriddo's resignation, Mr. Brennan will assume the day-to-day management of the GreenCert operation. The company is evaluating possibilities around the positions of president and CTO. 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 and a $13.49 million stockholders' deficit. 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. FANNIE MAE: FHFA Approves 2011 Corporate Goals ---------------------------------------------- The Federal Housing Finance Agency, in its role as conservator of Fannie Mae, approved Fannie Mae's 2011 corporate goals against which corporate performance will be measured for purposes of the first installment of the 2011 long-term incentive award and the performance-based portion of 2011 deferred pay payable to Fannie Mae's executive officers, as well as 2012 corporate goals against which corporate performance will be measured for purposes of the second installment of the 2011 long-term incentive award. In determining the second installment of the 2011 long-term incentive award, the Board will also consider performance against the 2011 corporate goals. Fannie Mae's Board of Directors adopted these corporate goals in March 2011, subject to the approval of FHFA. The Board did not assign any relative weight to the goals and the Compensation Committee may consider other factors in addition to the goals in assessing corporate performance. Half of the 2011 long-term incentive award is based on corporate and individual performance for 2011, and will be paid in early 2012. The remaining half of the award will be paid in early 2013 based on corporate and individual performance for both 2011 and 2012. Half of 2011 deferred pay is based on corporate performance for 2011, and the remaining half of 2011 deferred pay is service based. Both the service-based and performance-based portions of 2011 deferred pay will be paid in quarterly installments in 2012. The 2011 corporate goals are to: (1) Achieve key financial targets, including acquiring and managing a profitable, high-quality book of new business from 2009 forward. Metrics associated with this goal consist of achieving targets relating to the expected profitability and credit quality of the Company's single- family and multifamily acquisitions, reducing the Company's administrative expenses, and managing the Company's net loss. (2) Serve the housing market by being a major source of liquidity, effectively managing the Company's legacy book of business and assisting troubled borrowers. Metrics associated with this goal consist of mitigating the Company's credit expenses, supporting the Department of the Treasury's Making Home Affordable Program, achieving targets for the Company's Single-Family, Multifamily and Capital Markets liquidity activities, achieving FHFA's housing goals if feasible while pursuing economically sensible business, and developing and implementing a duty to serve underserved markets plan. (3) Improve the company's risk and control environment. Metrics associated with this goal include resolving specified risk and control matters identified by internal audit and FHFA, preventing any new material weaknesses in internal control over financial reporting or repeat audit findings, and achieving the 2011 milestones of the Company's operational risk plan. (4) Improve the company's capabilities, infrastructure, and efficiency. Metrics associated with this goal consist of achieving the 2011 milestones of the Company's operating plan and FHFA's servicer compensation initiative, and focusing on the company's human capital through employee talent development, retention and diversity initiatives. The 2012 corporate goals for purposes of the second installment of the 2011 long-term incentive award are to: (1) achieve cost savings consistent with the Company's financial plan; (2) achieve the Company's 2012 credit expense target; (3) resolve specified risk and control matters identified by FHFA; (4) achieve the 2012 milestones of the Company's operational risk plan; and (5) meet the 2012 targets for the Company's operating plan. About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. The Company's balance sheet at Dec. 31, 2010 showed $3.222 trillion in total assets, $3.224 trillion in total liabilities and a $2.52 billion total deficit. Fannie Mae has been under conservatorship, with the Federal Housing Finance Agency acting as conservator, since September 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the company and its assets. The conservator has since delegated specified authorities to Fannie Mae's Board of Directors and has delegated to management the authority to conduct day-to-day operations. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9% of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. FIRST SECURITY: Fails to Comply With Nasdaq's Bid Price Rule ------------------------------------------------------------ First Security Group, Inc., received a notice on April 4, 2011, from the Nasdaq Stock Market that its stock had closed below $1.00 per share for 30 consecutive business days, and was therefore not in compliance with Nasdaq Marketplace Rule 5450(a)(1). The notification was expected given First Security's stock price in March and has no immediate effect on the listing or trading of the stock on Nasdaq. In accordance with Marketplace Rule 5810(c)(3)(A), First Security may regain compliance with the Bid Price Rule if its stock closes at or above $1.00 for at least ten consecutive business days by Oct. 3, 2011. In the event First Security does not regain compliance with the Bid Price Rule prior to the expiration of the grace period, it will receive written notification from Nasdaq that its securities are subject to delisting from the Nasdaq Global Select Market. At that time, First Security may be permitted to transfer its common stock to the Nasdaq Capital Market if its common stock otherwise satisfies all applicable criteria for listing. First Security will actively monitor the bid price of its stock and will consider available options to resolve the deficiency and regain compliance with the Nasdaq requirements. First Security intends to maintain its listing on Nasdaq. About First Security Group First Security Group, Inc., is a bank holding company headquartered in Chattanooga, Tennessee, with $1.2 billion in assets as of Sept. 30, 2010. Founded in 1999, First Security's community bank subsidiary, FSGBank, N.A., has 37 full- service banking offices, including the headquarters, along the interstate corridors of eastern and middle Tennessee and northern Georgia and 325 full-time equivalent employees. In Dalton, Georgia, FSGBank operates under the name of Dalton Whitfield Bank; along the Interstate 40 corridor in Tennessee, FSGBank operates under the name of Jackson Bank & Trust. As reported in the Troubled Company Reporter on Nov. 12, 2010, the Company said its losses from operations during the last two years raise possible doubt as to its ability to continue as a going concern. On Sept. 7, 2010, the Company entered into a Written Agreement with the Federal Reserve Bank of Atlanta, the Company's primary regulator, which prohibits the Company from declaring or paying dividends without prior written consent of the Federal Reserve. The Company is also prohibited from taking dividends, or any other form of payment representing a reduction of capital, from the Bank without prior written consent. The Company is also required, within 60 days of the Agreement, to submit to the Federal Reserve a written plan designed to maintain sufficient capital at the Company and the Bank. On April 28, 2010, FSGBank, the Company's wholly-owned subsidiary, consented and agreed to the issuance of a Consent Order by the Office of the Comptroller of the Currency (OCC). Pursuant to that Consent Order, within 120 days of the effective date of the Order, the Bank is required to achieve and thereafter maintain total capital at least equal to 13% of risk-weighted assets and Tier 1 capital at least equal to 9% of adjusted total assets. As of Sept. 30, 2010, the first financial reporting period subsequent to the 120 day requirement, the Bank's total capital to risk-weighted assets was 12.93% and the Tier 1 capital to adjusted total assets was 7.43%. The Bank has notified the OCC of the non-compliance. FORD MOTOR: BlackRock Discloses 4.7% Equity Stake ------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that it beneficially owns 177,702,415 shares of common stock of Ford Motor Company representing 4.7% of the shares outstanding. As of Feb. 14, 2011, Ford had outstanding 3,711,858,859 shares of Common Stock and 70,852,076 shares of Class B Stock. 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. Ford Motor's balance sheet at Sept. 30, 2010, showed $177.07 billion in total assets, $178.81 billion in total liabilities, and a stockholders' deficit of $1.77 billion. * * * 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. FORD MOTOR: Japan Quake Could Affect Results of Operations ---------------------------------------------------------- Ford Motor Company said it continues to assess the impact of the earthquake and resulting events in Japan on its automotive operations. Although the Company has no production facilities in Japan, the Company does obtain materials and components from suppliers located in Japan, and the Company is working closely with those suppliers to assess their production and shipping capabilities and to minimize any disruptions. The Company is also pursuing other sources of supply as necessary and practicable. As disclosed in the Company's Current Report on Form 8-K dated April 1, 2011, the only effect, at that time and since that time, on the Company's production directly attributable to the events in Japan has involved restrictions on ordering vehicles in certain paint colors for which an essential element is sourced from a plant in the affected area of Japan. The Company also disclosed in the April 1st 8-K that it has taken into account potential parts shortages related to Japan both as the Company schedules previously-planned down weeks and as part of the Company's regular production planning process to match supply to current demand. The Company now expects that beginning in the last week of April and continuing into May, certain of the Company's operations in the Asia-Pacific region will be affected by shortages of components and vehicle kits as a result of the events in Japan. Although this likely will require the Company and the affected joint venture affiliates to reduce or temporarily cease production of certain vehicles in the Asia-Pacific region, the Company does not expect this production disruption would have a material impact on its overall results. Because the situation in Japan continues to develop, supply interruptions related to other materials and components from Japan could manifest themselves in the weeks ahead. Should the supply of a key material or component from Japan be disrupted and an alternate supply not be available, the Company could have to reduce or temporarily cease production of vehicles, which could adversely affect the Company's and Ford Motor Credit Company's financial condition and results of operations. 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. Ford Motor's balance sheet at Sept. 30, 2010, showed $177.07 billion in total assets, $178.81 billion in total liabilities, and a stockholders' deficit of $1.77 billion. * * * 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. FOREST GROVE: Court Rejects 11th-Hour Subpoena on Ameris Bank ------------------------------------------------------------- Bankruptcy Judge David R. Duncan granted a request by Ameris Bank that the Court quash a subpoena issued by counsel for Forest Grove, LLC, on March 24, 2011. The subpoena required Milliken Forestry, Co., a company retained by Ameris' counsel to prepare an appraisal of the Debtor's property in connection with anticipated litigation in the case, to produce "all real estate appraisals, reports or other documentation" prepared for or on behalf of Ameris. The subpoena also required an appraiser to attend a hearing scheduled for March 29, 2011. The deadline for production was March 28 at 12:00 p.m. Ameris' counsel first learned of the subpoena on March 28 at 10:04 a.m. Judge Duncan said the subpoena served by the Debtor is improper in its entirety. A copy of Judge Duncan's April 7, 2011 Order is available at http://is.gd/fqHalffrom Leagle.com. Forest Grove, LLC, is a limited liability company formed in 2001 to acquire and develop real estate. It filed for Chapter 11 protection (Bankr. D. S.C. Case No. 10-05542) on Aug. 2, 2010. The Debtor estimated under $50,000 in assets and debts. It is represented by John Pinckney, Esq., at The Law Office of Dean B. Bell, LLC. FOREST GROVE: Judge Won't Reverse Case Dismissal ------------------------------------------------ Bankruptcy Judge David R. Duncan reiterated his decision to dismiss the Chapter 11 cases of Forest Grove LLC, saying the Debtor has no chance of rehabilitation. As reported by the Troubled Company Reporter, the Bankruptcy Court on March 3, 2011, declined to approve Forest Grove's disclosure statement due to the Debtor's inability to confirm a plan and instead dismissed the case. Ameris Bank objected to the Disclosure Statement and sought dismissal of the case. In his April 7 order, Judge Duncan rejected the Debtor's Motion to Alter or Amend Order of Dismissal and a separate Motion for Stay of Dismissal Order. Ameris Bank objected to both motions. A copy of the Court's ruling is available at http://is.gd/3eMD6cfrom Leagle.com. FRE REAL ESTATE: Section 341(a) Meeting Scheduled for May 6 ----------------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of FRE Real Estate, Inc.'s creditors on May 6, 2011, at 3:30 p.m. The meeting will be held at Fritz G. Lanham Federal Building, 819 Taylor Street, Room 7A24, Fort Worth, Texas. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About FRE Real Estate Fort Worth, Texas-based FRE Real Estate, Inc., aka Fenton Real Estate, Inc., owns a commercial real estate complex comprising two seven-story office towers totaling approximately 696,458 square feet and two five-level parking garages located at 1501-1503 and 1505-1507 LBJ Freeway in Farmer's Branch, Texas 75234. Fenton Centre is part of a large development in North Dallas known as Mercer Crossing, and includes various amenities, including an on- site restaurant, a jogging trail, a conference center, and a fitness center. Fenton Centre is approximately 51% leased and well maintained. The Debtor also owns 4.7 acres of undeveloped land adjacent to Fenton Centre on LBJ Freeway; a 177,805 square foot building in Farmer's Branch, Texas, off of Valley View Lane, just east of Mercer Crossing; and 6.60 acres of vacant land in Mercer Crossing, just off Valley View Lane, alongside Whittington. The Debtor estimates that Fenton Centre and the Adjacent Land is worth approximately $67 million, that the Thermalloy Building is worth approximately $1.79 million, and that the Three Hickory Tract is worth approximately $1.25 million. The Debtor is actively marketing its rental properties to lease up the vacant space and improve cash flow. All or nearly all of the Debtor's cash flow comes from rents, common area maintenance charges, and reimbursements for property taxes. The Debtor is indebted to its mortgage lender, NexBank, in the principal amount of $60,692,277, with $662,552 of accrued but unpaid interest. NexBank's note is collateralized by Fenton Centre, the Adjacent Land, the Thermalloy Building, and the Three Hickory Tract. The Property was posted for foreclosure on April 5, 2011. The Debtor intends to reorganize in bankruptcy. Bankruptcy Filing FRE Real Estate filed for Chapter 11 bankruptcy protection on April 4, 2011 (Bankr. N.D. Tex. Case No. 11-42042). Robert A. Simon, Esq., at Barlow Garsek & Simon, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $50 million to $100 million. The Debtor intends to recast the mortgage through a plan note with a longer maturity, at the same interest rate. Alternatively, the Debtor may elect to sell the Property in a controlled liquidation. Because the mortgage grants a lien on the rents and other charges generated by the Property, NexBank has a lien on the Debtor's cash. FRE Real Estate previously filed for Chapter 11 bankruptcy protection on Jan. 4, 2011 (Bankr. N.D. Tex. Case No. 11-30210). John P. Lewis, Jr., at the Law Office of John P. Lewis, Jr., served as the Debtor's bankruptcy counsel. Wells Fargo Capital Finance, a major secured creditor of the Debtor, however, asked the Bankruptcy Court to dismiss the Debtor's Chapter 11 bankruptcy case on the grounds that the petition was filed in bad faith. Bankruptcy Judge Barbara J. Houser agreed to dismiss the case, acknowledging that there was no "good business justification" for TCI Texas Properties LLC to transfer 10 properties securing the Wells Fargo loan to FRE -- and at the same time other affiliates of TCI transferring numerous properties to FRE -- then later have FRE file for bankruptcy. Judge Houser said that absent the "new debtor syndrome", bankruptcy law would have put each mortgage lender "substantially in control, if not in complete control." FREESCALE SEMICONDUCTOR: Moody's Keeps 'B3' Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service said Freescale Semiconductor, Inc.'s B3 Corporate Family Rating (CFR) and positive outlook are not immediately impacted by the decision to not reopen its Sendai wafer fabrication operations. This early closure is a result of the consequences of the earthquake that occurred on March 11. The principal methodologies used in this rating were Global Semiconductor Industry published in November 2009, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Freescale Semiconductor, Inc., with headquarters in Austin, TX, designs and manufactures embedded semiconductors for the automotive, networking, industrial and consumer markets. Revenues and EBITDA (Moody's adjusted) for the twelve months ended December 31, 2010, were $4.4 billion and $1.0 billion, respectively. GALP GRAYRIDGE: Amends Plan, Disc. Statement Hearing Next Week -------------------------------------------------------------- GALP Grayridge Limited Partnership submitted to Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas a First Modified Plan of Reorganization and accompanying Disclosure Statement. Under the Modified Plan, the Debtor continues to arrange to fund the Plan of Reorganization out of: (i) the proceeds of a new $10,000,000 first mortgage loan (Debtor's second lienholder, Fairway Capital LLC, has agreed to facilitate and support the new first mortgage loan and funds should be available prior to the Confirmation hearing); (ii) expected insurance proceeds in the amount of $1,380,000 from the September 24, 2010 fire damage to 24 units (which units the Debtor does not intend to rebuild) of the Debtor's real property apartment building; and (iii) new equity (in the form of mandatory cash calls on various limited partners). The funds necessary for the satisfaction of the creditors' claims are to be generated from these sources: Source of Funds: New First Mortgage Loan: $10,000,000 Insurance Proceeds: $1,380,000 (9/24/10 fire damage to 24 units) New Equity (from cash calls): $2,246,818 Ch. 11 Prepetition Retainer ($25,000) $17,595 -------------- $13,644,413 ============== Use of Funds (on the Effective Date): Class 1 Creditors (Professionals/Admin. Expenses): $267,500 Class 2 (2010 Ad Valorem Taxes/Franchise Taxes): $500,416 Class 4 (Repayment of Wells Fargo Loan): $12,784,244 Class 6 Creditors (M&M Liens): $1,963 Class 7 Creditors (General Unsecured): $81,872 (20% of face) Class 8 Creditors ($1,000 or less Unsecured): $8,321 (70% of face) -------------- $13,644,318 ============== The insurance proceeds have not been received by Debtor. The Debtor intends to file a Motion for Turnover of Insurance Proceed Funds in order to obtain the settlement funds from the insurance company. Holders of claims in Class 1 (Claims of Attorneys and Other Professionals); Class 2 (Claims of Taxing Authorities); Class 3 (Claims of Governmental Units); and Class 6 (Claims Secured by a Mechanic's and Materialmen's Lien) are not impaired and will be paid in cash in full. Holders of Class 4 (Claims Secured by a First Lien or Security Interest) claims are not impaired and will be paid in full. Holders of Class 5 (Claims Secured by a Second Lien or Security Interest) claims are not impaired. Each holder of the claim will retain its second lien position in accordance with the Second Lien Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, filed amongst the Harris County, Texas Real Property Records no. 20100024558. Holders of interests in Class 9 (Allowed Equity Interest Holders) are not impaired. Each equity interest holder will be allowed to retain interest held. Upon confirmation of the Plan, the property of the estate will be free and clear of any and all claims and interests of all entities, except as provided in the Plan, and will re-vest in the Reorganized Debtor. Holders of Class 7 (Claims Not Secured by a Lien or Security Interest) claims and Class 8 (Allowed, Unsecured Claims of $1,000 or less and in excess of $1,000) claims are impaired and their votes are solicited. Holders of Class 7 (Claims Not Secured by a Lien or Security Interest) claims will be paid 20% of its allowed claim, in cash. Holders of Class 8 (Allowed, Unsecured Claims of $1,000 or less, and in Excess of $1,000) claims will receive 70% of the amount of its claim, in cash. A copy of the Disclosure Statement, as amended, is available for free at http://bankrupt.com/misc/GALPGRAYRIDGE_AmendedDS.pdf Disclosure Statement Hearing Set on Apr. 19 Judge Bohm will consider adequacy of the Disclosure Statement on April 19, 2011. Objections to the Disclosure Statement are due no later than April 12. About GALP Grayridge Houston, Texas-based GALP Grayridge Limited Partnership is a single asset real estate business entity. It owns these single asset real estate in Texas: C GALP Grayridge Limited Partnership - Chapter 11 (10-40007); C Vinings at West Oaks Apartments (512 units); C 15250 Grey Ridge Drive, Houston, TX 77082; and C NW quadrant of Harris County Toll Road and Hwy 6. GALP Grayridge filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 10-40007) on Nov. 1, 2010. Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman, P.C., serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. GARLAND SIERRA: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Garland Sierra Springs Apartments, LTD. aka Sierra Springs Apartments Oakcreek Apartments P.O. Box 2694 Newport Beach, CA 92659 Bankruptcy Case No.: 11-32486 Chapter 11 Petition Date: April 8, 2011 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER, ATTORNEY AT LAW 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: courts@joycelindauer.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Robert Hendrix, managing member. GENCORP INC: Reports $1.20 Million Net Income in 1st Quarter ------------------------------------------------------------ GenCorp Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $1.20 million on $209.80 million of net sales for the three months ended Feb. 28, 2011, compared with a net loss of $8.90 million on $186.80 million of net sales for the same period during the prior year. The Company's balance sheet at Feb. 28, 2011 showed $989.60 million in total assets, $1.16 billion in total liabilities, $4.90 million in redeemable common stock, and a $182.60 million shareholders' deficit. "We are very pleased to report our first quarter results," said GenCorp Inc. President and CEO, and President, Aerojet - General Corporation, Scott J. Seymour. "We remain focused on creating value for all stakeholders through continued improvements in our program performance and operating efficiencies while strengthening our capital structure." A full-text copy of the quarterly report on Form 10-Q is available for free at http://is.gd/pZNzlx About GenCorp Inc. Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- is a manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the re-zoning, entitlement, sale, and leasing of the Company's excess real estate assets. The Company's balance sheet at Nov. 30, 2010, showed $991.50 million in total assets, $1.19 billion in total liabilities and $200.20 million in total shareholders' deficit. * * * Standard & Poor's in February 2011 has raised its corporate credit rating on GenCorp Inc. to 'B' from 'B-'. S&P also raised its rating on the company's first-lien secured debt to 'BB-' from 'B+' and on the subordinated debt to 'CCC+' from 'CCC'. The recovery rating on the first-lien secured debt remains unchanged at '1', and the recovery rating on the subordinated debt remains unchanged at '6'. The outlook is stable. "We are raising its ratings on GenCorp by one notch to reflect the company's improved liquidity position," said Standard & Poor's credit analyst Lisa Jenkins. "The ratings on GenCorp reflect its highly leveraged capital structure, weak financial performance, limited diversity, and modest scale of operations compared with competitors. Offsetting these challenges to some extent is the company's good niche positions in aerospace propulsion and solid backlog. S&P characterize GenCorp Inc.'s business profile as weak and its financial profile as highly leveraged." GENERAL MARITIME: Frank Johnson Discloses 7.6% Equity Stake ----------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Frank Lagrange Johnson and his affiliates disclosed that they beneficially own 6,835,715 shares of common stock of General Maritime Corporation representing 7.6% of the shares outstanding, based on 89,593,272 shares outstanding, which is the total number of shares outstanding as of March 15, 2011, as reported in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2011. About General Maritime Corp. Based in New York City, General Maritime Corporation through its subsidiaries provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The Company operates its business in one business segment, which is the transportation of international seaborne crude oil and petroleum products. The Company's vessels are primarily available for charter on a spot voyage or time charter basis. The Company reported a net loss of $216.66 million on $387.16 million of voyage revenue for the year ended Dec. 31, 2010, compared with a net loss of $11.99 million on $350.52 million of voyage revenue during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $1.78 billion in total assets, $1.45 billion in total liabilities, and a $332.04 million total shareholders' equity. Deloitte & Touche LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditor noted that the Company requires additional financing in order to meet its debt obligations that will come due over the next year. In addition, the Company has current losses from operations, a working capital deficit and the expectation that certain of its loan covenants will not be achieved during 2011 without additional capital being raised, debt being refinanced or covenants waived or amended. * * * Standard & Poor's Ratings Services in December 2010 lowered its long-term corporate rating on General Maritime Corp. to 'CCC+' from 'B', and placed the ratings on CreditWatch with negative implications. At the same time, S&P lowered its ratings on the company's senior unsecured notes to 'CCC-', two notches below the new corporate credit rating; the recovery rating of '6', which indicates S&P's expectation that lenders will receive a negligible (0%-10%) recovery in a payment default scenario, remains unchanged. "The downgrade reflects General Maritime's weak liquidity, very limited financial covenant headroom (despite recent amendments), and deterioration in its financial profile," said Standard & Poor's credit analyst Funmi Afonja. "As of Sept. 30, 2010, General Maritime had no borrowing availability under its $749.8 million revolving credit facility and $8.7 million in unrestricted cash, after factoring financial covenant limitations. In S&P's opinion, the recent financial covenant amendments do not provide sufficient covenant headroom, and there is still a high probability of a covenant breach over the next quarter. If there is a covenant breach, lenders can require the immediate payment of all amounts outstanding. General Maritime's liquidity is further constrained by significant upcoming debt maturities, including $27.5 million in scheduled principal payments due in 2011 under its term loan, $50.1 million semiannual reduction on the revolver, beginning on April 26, 2011, and a bullet payment of $599.6 million in October 2012, when the facility expires. General Maritime also has a $22.8 million bridge loan facility that matures in October 2011. Cash interest payments on the bridge loan will increase if the company is unable to pay off the loan by Dec. 31, 2010." In the Dec. 22, 2010 edition of the TCR, Moody's Investors Service lowered its ratings of General Maritime Corporation: Corporate Family to B3 from B1, Probability of Default to Caa1 from B2 and senior unsecured to Caa2 from Caa1. Moody's also downgraded the Speculative Grade Liquidity rating to SGL-4 from SGL-3. The outlook is negative. The downgrade of the ratings reflects GenMar's tightening liquidity position as a result of ongoing weak tanker freight rates and upcoming debt maturities. These maturities include the recently arranged $22.8 million bridge loan due October 21, 2011 ("Bridge Loan"), and two $50 million repayments (one each on April 26, 2011 and October 26, 2011) that are due on the company's $750 million revolving credit facility that was almost fully drawn at Sept. 30, 2010. GENTA INC: Has 68.55-Mil. Outstanding Common Shares --------------------------------------------------- Genta Incorporated informed the U.S. Securities and Exchange Commission that the number of outstanding shares of its common stock par value $0.001 as of April 8, 2011, is 68,548,750. About Genta Incorporated Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB: GNTA) -- http://www.genta.com/-- is a biopharmaceutical company engaged in pharmaceutical (drug) research and development. The Company is dedicated to the identification, development and commercialization of novel drugs for the treatment of cancer and related diseases. EisnerAmper LLP, in Edison, New Jersey, expressed substantial doubt about Genta's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses from operations, negative cash flows from operations and current maturities of convertible notes payable. Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not include a going concern explanatory paragraph in its audit report on the Company's financial statements for fiscal 2009. The Company reported a net loss of $167.3 million on $257,000 of sales for 2010, compared with a net loss of $86.3 million on $218,000 for 2009. At Dec. 31, 2010, the Company's balance sheet showed $15.5 million in total assets, $26.8 million in total liabilities, and a stockholders' deficit of $11.3 million. GEORGE F. GUTHRIE: Case Summary & 9 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: George F. Guthrie Construction Co. Inc. 9715 Dolphin Ridge Road Emerald Isle, NC 28594 Bankruptcy Case No.: 11-02740 Chapter 11 Petition Date: April 7, 2011 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard Debtor's Counsel: John C. Bircher, III, Esq. WHITE & ALLEN, PA 1319 Commerce Drive P.O. Drawer U New Bern, NC 28563 Tel: (252) 638-5792 Fax: (252) 637-7548 E-mail: jbircher@whiteandallen.com Scheduled Assets: $979,212 Scheduled Debts: $2,526,330 A list of the Company's nine largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/nceb11-02740.pdf The petition was signed by George F. Guthrie, president. GLOBAL CROSSING: To Merge With Level 3 in $1.9BB All-Stock Deal --------------------------------------------------------------- Level 3 Communications, Inc., and Global Crossing Limited have entered into a definitive agreement under which Level 3 will acquire Global Crossing in a tax-free, stock-for-stock transaction. The combined company will operate a unique global services platform anchored by fiber optic networks on three continents, connected by extensive undersea facilities. The combined network will serve a worldwide customer set with owned network in more than 50 countries and connections to more than 70 countries. This transaction will create a company with pro forma combined 2010 revenues of $6.26 billion and pro forma combined 2010 Adjusted EBITDA of $1.27 billion before synergies and $1.57 billion after expected synergies. Under the terms and subject to the conditions of the agreement, Global Crossing shareholders will receive 16 shares of Level 3 common stock for each share of Global Crossing common stock or preferred stock that is owned at closing. Based on Level 3's closing stock price on April 8, 2011, the transaction is valued at $23.04 per Global Crossing common or preferred share, or approximately $3.0 billion, including the assumption of approximately $1.1 billion of net debt as of Dec. 31, 2010. Global Crossing has approximately 79 million basic and preferred shares outstanding and approximately 83 million shares outstanding on a fully diluted basis, giving effect to outstanding stock awards, but excluding performance-based stock grants. The transaction will create a company with a unique capability to meet local, national and global customer requirements in a wide range of markets. By combining the strengths of each company, the new entity will offer enterprise, government, wholesale, content, and web-based customers a comprehensive portfolio of end-to-end data, video and voice solutions. "This is a transformational combination that we believe will deliver significant value to the investors, customers and employees of both Level 3 and Global Crossing," said Jim Crowe, chief executive officer of Level 3. "The complementary fit between the two companies' networks, service portfolios and customers is compelling. By leveraging the respective strengths and extensive reach of both companies, we are creating a highly efficient and more extensive global platform that is well-positioned to meet the local and international needs of our customers." "This transaction will provide Global Crossing shareholders with an attractive premium and significant participation in the upside potential of a leading communications company with industry- leading scale and capabilities. The combined service capabilities, extensive network assets and talented employees of the two companies will create a stronger global communications competitor with compelling offerings in the marketplace," said John Legere, chief executive officer of Global Crossing. "Each of our companies has a reputation for being nimble and flexible in meeting customers' communications needs, and we expect that to continue -- with the added benefit of offering customers significantly greater reach, products and services." "We're looking forward to welcoming Singapore Technologies Telemedia, Global Crossing's largest shareholder, as a significant investor," said Mr. Crowe. "They are exceptionally sophisticated managers, with holdings in telecommunications and information companies in a number of countries. They know the technology and they know the industry. The breadth of their communications experience and their knowledge of international markets will be a great asset to us." "This strategic combination is an important milestone for both Global Crossing and Level 3, and a value-creating proposition for all stakeholders," said Lee Theng Kiat, president and chief executive officer of Singapore Technologies Telemedia (ST Telemedia). "Going forward, we believe the combined strengths of the two companies will position it in a very favorable, competitive position to expand in the U.S. and compete globally." "We are committed to creating a high-performing combined business through a carefully managed integration plan executed by a select team from both companies," said Jeff Storey, president and chief operating officer of Level 3. "We will begin integration planning immediately and bring an aggressive, disciplined approach to the process. After the closing, as we integrate the two operations and work to achieve our expected synergies, we will be dedicated to maintaining our focus on providing excellent customer service and growing our combined revenues." "The combination improves our balance sheet and credit profile immediately upon closing with further improvement as we achieve the benefits of integration. Additionally, the transaction accelerates the achievement of Level 3's target leverage ratio of three to five times debt to Adjusted EBITDA," said Sunit Patel, chief financial officer of Level 3. "Including the benefit of synergies and the cost of integration, we expect the transaction to be accretive to Level 3's Free Cash Flow per share in 2013 and to give us the financial strength to capitalize on the many opportunities available in the global market." Benefits of the Transaction (A) Significant Synergy Opportunities Through integration of the combined businesses, the transaction is expected to create substantial annualized Adjusted EBITDA synergies of approximately $300 million and annualized capital expenditure reduction of approximately $40 million. Level 3 expects to realize approximately two-thirds of the run rate Adjusted EBITDA synergies within 18 months of closing. The company estimates that the net present value of the potential synergies will be approximately $2.5 billion. Of the total expected synergies, approximately 39% are from network expense savings, approximately 49% from operating expense savings, and approximately 12% are from reductions in capital expenditures. The company expects to incur approximately $200 to $225 million of integration costs associated with this transaction. Approximately 55% of those costs are expected to be from operating expenses, and 45% are expected to be from capital expenditures to support integration activities. (B) Improved Financial Strength of Combined Business Including the benefit of synergies and the cost of integration, the transaction is expected to be accretive to Level 3's Free Cash Flow per share in 2013. As a result of potential revenue growth and synergies, over the longer term, Level 3 expects to have significant Free Cash Flow available for investment in high-return opportunities, including U.S. and international network expansions, and potential repurchase of the company's securities. (C) Improvement to Level 3's Credit Profile The transaction is expected to improve Level 3's credit profile as well as significantly strengthen the company's balance sheet. On a pro forma basis and including the benefit of expected synergies, the ratio of net debt (including capital leases) to Adjusted EBITDA is expected to improve from 6.8x to 4.4x as of Dec. 31, 2010. (D) Expanded Global Footprint Existing customers will benefit from expanded geographic reach and a combination of intercity networks and metro networks throughout North America, Latin America and Europe connected by extensive global subsea networks. The combined business will leverage Global Crossing's long-term IRU's on the PC1 and EAC cable systems, focusing on telecom operators based in Asia. The combined network will serve a worldwide customer set with owned network in more than 50 countries and reach to more than 70 countries. (E) Enhanced and Expanded Service Portfolio The combined business will offer an extensive portfolio of transport, IP and data solutions, content delivery, data center, colocation and voice services, delivered globally. Global Crossing will bring important additions to Level 3's service portfolio, including managed services, collaboration services and inter- continental virtual private networking capability. The combined service portfolio and distribution channels will allow Level 3 to better address the needs of enterprises, content providers, carriers and governments throughout North America, Latin America and Europe. (F) Expanded Enterprise Service Capabilities Global Crossing's enterprise service portfolio and proven sales expertise together with the improved cost structure and performance achievable by combining the extensive international, intercity and metro networks will enable opportunities for improved growth by giving enterprises better options to meet their local, national and international communications needs. Committed Financing Level 3 Financing, Inc., a wholly owned subsidiary of Level 3, has received committed financing for $1.75 billion in connection with this acquisition. Bloomberg News reports that a person briefed on the transaction said Bank of America Corp. and Citigroup Inc. agreed to provide $1.75 billion of debt to Level 3 Communications Inc. as part of its acquisition of Global Crossing Ltd. The source has told Bloomberg that BofA and Citi committed to a 12-month bridge financing that backs $650 million in term loans and $1.1 billion of senior unsecured debt. The source declined to be identified because the terms haven't been publicly released. Voting Agreement and Stockholder Rights Agreement In conjunction with this transaction, Level 3 has signed a Voting Agreement with ST Telemedia, the company which owns approximately 60% of Global Crossing's stock, whereby ST Telemedia has agreed to vote its shares in favor of the transaction, subject to certain terms and conditions. Level 3 and ST Telemedia have also signed a Stockholder Rights Agreement, which becomes effective upon closing and which allows ST Telemedia to designate members to the Level 3 board of directors, proportionate to their stock ownership. In addition, the Stockholder Rights Agreement contains a standstill provision which imposes limitations on ST Telemedia's ability to purchase or sell Level 3 common stock. Approvals and Timing of Transaction In addition to customary closing conditions, the transaction is subject to regulatory approvals relating to competition law, licensing, financing, and foreign ownership, including approvals by the U.S. Department of Justice, the U.S. Federal Communications Commission and other regulatory agencies in the U.S. and in countries where the companies do business. The transaction is also subject to the approval of the stockholders of each company. The transaction is expected to close before the end of this year. Stockholder Rights Plan Level 3 is adopting a Stockholder Rights Plan. The Rights Plan is designed to protect Level 3's federal Net Operating Losses from the effect of Internal Revenue Code Section 382, which can restrict the use of NOLs. The completion of the business combination with Global Crossing would move Level 3 significantly closer to the 50% ownership change outlined in Section 382, and increase the likelihood of a loss of Level 3's valuable NOLs. The rights under the Rights Plan will expire under the circumstances described in the separate release announcing its adoption. In addition, Level 3's board of directors intends, from time to time -- and in particular upon the closing of the transaction -- to consider whether maintaining the Rights Plan continues to be in the best interests of Level 3. Advisors BofA Merrill Lynch, Citi and Morgan Stanley acted as advisors to Level 3, and Rothschild provided a fairness opinion. Willkie Farr & Gallagher LLP acted as legal counsel to Level 3. Goldman, Sachs & Co. acted as financial advisor and Latham & Watkins acted as legal counsel to Global Crossing. Credit Suisse Securities (USA) LLC acted as financial advisor to ST Telemedia. Conference Call and Webcast Level 3 and Global Crossing held a joint investor and media conference call to discuss the announcement on April 11 at 9:00 a.m. EDT. * * * Roger Cheng and Spencer E. Ante, writing for The Wall Street Journal, note that Level 3 and Global Crossing, which had market values of more than $40 billion in early 2000, have survived an industry shakeout but struggled to build profitable businesses despite a surge in Internet services. Messrs. Cheng and Ante relate that the deal is expected to close by year-end. The combined company, the report says, will have a 3.3% share of the U.S. market for transport and Internet business services, according to Atlantic-ACM analyst Aaron Blazar. Mr. Blazar said the total U.S. market was valued at $30 billion last year, and it is expected to grow by $4.5 billion through 2015. About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) -- http://www.globalcrossing.com/-- is a global IP, Ethernet, data center and video solutions provider with the world's first integrated global IP-based network. The Company's balance sheet at Dec. 31, 2010 showed $2.31 billion in total assets, $2.79 billion in total liabilities and $477 million in total stockholders' deficit. * * * As reported by the Troubled Company Reporter on March 31, 2010, Standard & Poor's Ratings Services raised all its ratings on Global Crossing, including the corporate credit rating to 'B' from 'B-'. The outlook is stable. S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to Global Crossing's proposed $150 million of senior unsecured notes due 2019. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc. (NASDAQ: LVLT) -- http://www.level3.com/-- is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion in total assets, $8.51 billion in total liabilities and a $157 million stockholders' deficit. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. GLOBAL CROSSING: Acquisition by Level 3 Cues Moody's Rating Review ------------------------------------------------------------------ Moody's Investors Service (Moody's) will review Global Crossing Limited's (Global Crossing) ratings in light of the company's announcement that it has agreed to be acquired by Level 3 Communications Inc. (Level 3) in a share exchange transaction that was announced earlier. While the transaction makes good business sense for both Global Crossing and Level 3, since it is not clear whether Global Crossing's unconsolidated credit profile remains largely unchanged or improves as a result of the transaction, the company's ratings have been placed on review with direction uncertain. In the interim, the company's B3 corporate family and probability of default ratings (CFR and PDR respectively) remain unchanged, as does the B2 rating of its senior secured notes and the Caa2 rating of its senior unsecured notes. It should be noted, however, that Global Crossing's notes contain change of control provisions. Depending on net synergy attribution and the amount of debt that remains post-closing at Global Crossing, given their structural seniority relative to debts at Level 3, individual instrument ratings may be subject to change even if the consolidated CFR and PDR of the combined entity remains unchanged. Moody's does not expect the ratings for any of Global Crossing's debt to be downgraded, but are uncertain whether certain of its debt ratings will remain unchanged or be upgraded. Pending normal regulatory and shareholder approvals, the transaction is expected to close by year-end. Moody's review is anticipated to conclude at approximately the same time and will focus on the magnitude and timing of synergies, the costs of achieving them, related execution risks, liquidity planning, and the combined entity's credit profile once steady state is achieved. Global Crossing's debt will have preferential access to its own cash flow and will be structurally senior to debt at Level 3, and credit enhancement resulting from the transaction will depend on net synergy attribution. Moody's review will focus on this matter as well as the consolidated benefits. Global Crossing's financial profile is more conservative than Level 3's (4.5x Debt/EBITDA vs. 7.8x Debt/EBITDA (all quoted metrics incorporate Moody's standard adjustments)), but its margins are weaker (17% vs. 27%). Pre-synergies, the transaction is margin-positive on a consolidated basis (approximately 23%), but negative from a consolidated leverage perspective (to approximately 6.5x) when compared to Global Crossing's stand-alone position. Depending on synergies and the proportion of implementation costs that may be debt- financed, combined leverage could improve into the high 5x range. Irrespective, Moody's thinks the key to the consolidated rating will be resulting free cash potential. Even with full synergy realization, Level 3's margins return only to pre-transaction levels. However, depending on the combined entity's capital expenditure intensity, Level 3's historically lackluster free cash generation will be bolstered and further de-levering may be possible. Outlook Actions: Issuer: Global Crossing Ltd. -- Outlook, Changed To Rating Under Review From Stable On Review Direction Uncertain: Issuer: Global Crossing Ltd. -- Probability of Default Rating, Placed on Review Direction Uncertain, currently B3 -- Corporate Family Rating, Placed on Review Direction Uncertain, currently B3 -- Senior Secured Regular Bond/Debenture, Placed on Review Direction Uncertain, currently B2 (LGD3, 33%) -- Senior Unsecured Regular Bond/Debenture, Placed on Review Direction Uncertain, currently Caa2 (LGD5, 84%) Summary Rating Rationale Global Crossing's B3 ratings are influenced primarily by the company's participation in a highly competitive telecommunications arena, its relatively poor EBITDA margins, limited free cash generation, and significant debt load. The business combination implies relatively weak interest coverage and debt repayment capacity. The rating also accounts for the company's unique network footprint and solid internet protocol (IP) product offering together with the expectation that demand for IP-based broadband capacity will continue to grow and cause the company's cash flow stream to expand. The principal methodologies used in this rating were Moody's Global Telecommunications Industry rating methodology, published in December 2007 (document #106465), and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Hamilton, Bermuda and with administrative offices in Florham Park, New Jersey, Global Crossing Limited (Global Crossing) offers Internet Protocol (IP) and legacy telecommunications services in most major business centers in the world. The ratings discussed herein are in the name of Global Crossing Limited. Global Crossing's wholly-owned subsidiary, Global Crossing (UK) Finance plc is rated as a discrete but related entity since its financing arrangements substantially "ring fence" its cash flow and assets. GROVE STREET: GE Unit Prevails in Breach of Guaranty Lawsuit ------------------------------------------------------------ District Judge Harry D. Leinenweber granted a motion for summary judgment by General Electric Business Financial Services Inc. on its one-count complaint entitled, General Electric Business Financial Services Inc., d/b/a Merrill Lynch Business Financial Services, Inc., v. Thomas E. Hedenberg and Ray H. Tresch, Case No. 10 C 5094 (N.D. Ill.). In the fall of 2007, Plaintiff entered into a loan agreement with Grove Street Urban Renewal, L.L.C. Under the Agreement, Plaintiff agreed to loan Grove Street more than $32 million to fund the Rivercove multi-unit residential apartment complex in West Deptford, N.J. Grove Street executed and delivered a Tranche A Promissory Note in favor of Plaintiff for the original principal amount of $26,367,255, and a Tranche B Promissory Note in favor of Plaintiff for the original principal amount of $5,961,428. Grove Street's managing members Thomas Hedenberg and Ray Tresch executed a Limited Joinder that attached to the Loan Agreement, under which they guarantied the principal, interest, penalties, fees, and other charges due on the Grove Street loan. On April 30, 2010, the 30-month loan matured, with Grove Street having failed to pay fully the amounts due. On July 1, 2010, Grove Street filed for Chapter 11 bankruptcy. Plaintiff proceeded to demand that Defendants pay the amounts due on the Grove Street loan, pursuant to the Limited Joinder. The breach of guaranty action results from Defendants' refusal to pay Plaintiff the amounts due under the Loan Agreement, a liability that Plaintiff alleges emerges from the Limited Joinder. In his April 7, 2011 Memorandum Opinion and Order, available at http://is.gd/rYUinWfrom Leagle.com, Judge Leinenweber held that Defendants are liable to Plaintiff as follows: 1. $30,308,707 in unpaid principal under the Notes; 2. $1,565,910 in interest under the Notes (as of December 6, 2010); 3. $646,574 exit fee; 4. $76,271 in late charges (as of December 6, 2010); 5. $2,517 in miscellaneous fees and costs; and 6. $81,455 in legal fees and costs (as billed through October 31, 2010). About Grove Street Sewell, New Jersey-based Grove Street Realty Urban Renewal, LLC, owns certain parcels of real property at 370 Grove Street in the Township of West Deptford, County of Gloucester, New Jersey, commonly known as RiverWinds Cove Apartments. The land consists of improvements generally consisting of two buildings containing in the aggregate approximately 215,832 square feet of Class A residential apartment space, comprised of approximately 200 units, and having approximately 259 parking spaces. The Company filed for Chapter 11 bankruptcy protection on July 1, 2010 (Bankr. D. N.J. Case No. 10-30427). Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C., assists the Debtor in its restructuring effort. The Company estimated assets and debts at $10 million to $50 million as of the Petition Date. An Official Committee of Unsecured Creditors appointed in the case is represented by Benesch, Friedlander, Coplan & Aronoff LLP. GRUBB & ELLIS: Gets Non-Compliance Notice From NYSE --------------------------------------------------- Grubb & Ellis Company reported that on April 7, 2011, it was notified by the New York Stock Exchange that it is not currently in compliance with the NYSE's continued listing standards, which require a minimum average closing price of $1 per share over 30 consecutive trading days. Subject to providing required notice and an ongoing assessment by the NYSE, the company is permitted up to a six-month period, from the date of the notification to cure this deficiency. During this period, Grubb & Ellis common shares will continue to be listed and traded on the NYSE, subject to its compliance with other NYSE continued listing standards, and a ".BC" indicator will be affixed to the GBE ticker symbol. As required, the company intends to notify the NYSE that it intends to cure the deficiency. The company's business operations, SEC reporting requirements and debt instruments are unaffected by the notification. On March 21, Grubb & Ellis announced that it had engaged JMP Securities to explore strategic alternatives, including the potential sale or merger of the company. Grubb & Ellis also announced on March 30, that it had received an $18 million financing commitment from Colony Capital, LLC, in the form of a senior secured term loan facility, which gives Colony 60 days to evaluate the possibility of making a larger strategic investment. About Grubb & Ellis Santa Ana, Calif.-based Grubb & Ellis Company (NYSE: GBE) -- http://www.grubb-ellis.com/-- is a commercial real estate services and investment management company with over 5,200 professionals in more than 100 company-owned and affiliate offices throughout the United States. The Company's range of services includes tenant representation, property and agency leasing, commercial property and corporate facilities management, property sales, appraisal and valuation and commercial mortgage brokerage and investment management. Through its investment management business, the Company is a leading sponsor of real estate investment programs. The Company reported a net loss of $69.7 million on $575.5 million of revenues for 2010, compared with a net loss of $80.5 million on $527.9 million of revenues for 2009. At Dec. 31, 2010, the Company's balance sheet showed $286.9 million in total assets, $255.8 million in total liabilities, $90.1 million in 12% cumulative participating perpetual convertible preferred stock, and a stockholders' deficit of $59.0 million. HARLAN LABORATORIES: Moody's Affirms 'B3' Corp. Family Rating ------------------------------------------------------------- Moody's Investors Service changed the rating outlook of Harlan Laboratories, Inc., to stable from negative. Concurrently Moody's affirmed the B3 Corporate Family Rating and Probability of Default Ratings. Ratings Affirmed: Harlan Laboratories: -- Corporate Family Rating, B3 -- Probability of Default Rating, B3 -- First Lien U.S. Revolving Credit Facility, due 2013, B3, LGD-3, 44% -- First Lien Term Loan, due 2014, B3, LGD-3, 44% Harlan Netherlands B.V.: -- First Lien EURO Revolving Credit Facility, due 2013, B3, LGD-3, 44% The rating outlook is stable. The change in outlook reflects Moody's belief that, while the early-stage Contract Research Organization ("CRO") operating environment will remain challenging, it will not materially deteriorate, supporting relatively stable operations for Harlan over the next year. The stable outlook is also driven by Moody's increased comfort with Harlan's financial reporting and liquidity, supported by the timely filing of Harlan's 2010 audited financials, clean audit opinion by PricewaterhouseCoopers, and improved cushion under the company's net leverage covenant. The B3 Corporate Family Rating reflects Harlan's high financial leverage and Moody's expectation for limited improvement in credit metrics over the next year. The rating also reflects Moody's belief that Harlan will continue to require substantial investments in operations to support longer-term competitiveness. The ratings are supported by the company's good cash position, with roughly $42 million of cash at December 31, 2010, breakeven to slightly positive free cash generation, and adequate interest coverage metrics, aided by very attractive terms on its credit agreement. Further the company has no near-term maturities (the revolvers expire July 2013). If Harlan demonstrates sustainable revenue growth and EBITDA improvement such that adjusted leverage approached 5.0 times and the company demonstrated sustained positive free cash flow, Moody's could upgrade the ratings. Upward rating action would further be supported by maintenance of a stable management team and demonstration of continued progress in executing its turn- around strategy. Sustained negative free cash flow or material erosion of EBITDA from current levels could lead to a ratings downgrade. Further, any problems related to financial reporting or compliance with the leverage covenant which leads to the need to amend the credit agreement, resulting in increased interest expense, could lead to a downgrade. Harlan, headquartered in Indianapolis, Indiana, is a global provider of products and services used in discovery and development research in the pharmaceutical, biotechnology, agrochemical, industrial chemical, and food industries. The company's businesses include research models and services (RMS), including laboratory diets and bedding, and biomedical products and pre-clinical contract research services (CRS), including toxicology, environmental chemistry and pharmanalytics. Moody's estimates that for the twelve months ended December 2010, Harlan generated net sales approximating $366 million. Harlan is privately held with majority ownership by Genstar Capital and founder, Hal Harlan. HARRY & DAVID: Committee Retains Lowenstein Sandler as Counsel -------------------------------------------------------------- Lowenstein Sandler has been retained as counsel to the unsecured creditors committee in the Harry + David bankruptcy case. Kenneth A. Rosen, chair of the Bankruptcy, Financial Reorganization & Creditors' Rights Group is leading the Lowenstein Sandler team, which includes partner Sharon L. Levine, counsel Thomas A. Pitta, and associate Nicole Stefanelli. As reported by the Troubled Company Reporter on April 12, 2011, Roberta A. DeAngelis, United States Trustee for Region 3, appointed seven creditors to serve on an Official Committee of Unsecured Creditors of Harry & David Holdings Inc. The members of the Committee are: 1) Pension Benefit Guaranty Corporation Attn: Craig Yamaoka 1200 K Street, NW Washington DC 20005 Tel: 202-326-4070 ext. 3614 Fax: 202-842-2643 2) Convergys Customer Management Group Inc. Attn: David R. Wiedwald 201 East Fourth Street Cincinnati OH 45202 Tel: 513-723-7830 Fax: 513-651-5180 3) RR Donnelley Attn: Dan Pevonka 3075 Highland Parkway Downers Grove IL 60515, Tel: 630-322-6931 Fax: 630-322-6052 4) American List Counsel Inc. Attn: Peter DeRosa 4300 US Highway 1 CN-5219 Princeton, NJ 08543 Tel: 609-580-2639 Fax: 609-580-2613 5) Simon Property Group, Inc. Attn: Ronald M. Tucker 225 W. Washington Street Indianapolis, IN 46204 Tel: 317-263-2346 Fax: 317-263-7901 6) Marich Confectionery Assoc. Attn: Roberty E. Bernosky 2101 Bert Drive Hollister, CA 95023 Tel: 831-801-5823 Fax: 831-665-5703 7) Wells Fargo, NA as Indenture Trustee for Senior Fixed Rate Notes Attn: James Lewis 45 Broadway 12 Floor New York, NY 10006 Tel: 212-515-5258 Fax: 866-524-4681 About Lowenstein Sandler An AmLaw 200 firm with approximately 255 attorneys, Lowenstein Sandler represents public and private companies, financial institutions, investors, entrepreneurs, universities, and private clients in corporate and litigation matters throughout the country. About Harry & David Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek Orchards, Inc. -- is a multi-channel specialty retailer and producer of branded premium gift-quality fruit and gourmet food products and gifts marketed under the Harry & David(R), Wolferman's(R) and Cushman's(R) brands. It has 70 stores across the country. Harry & David Holdings filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10884) on March 28, 2011. Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed separate Chapter 11 petitions. Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary I Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors' local counsel. David G. Heiman, Esq.; Brad B. Erens, Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal counsel. Rothschild Inc. is the Debtors' investment banker. Alvarez & Marsal LLC is the Debtors' financial advisor. Garden City Group Inc. is the Debtors' claims and notice agent. The cases are jointly administered, with Harry David Holdings as lead case. Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock & Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles & Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP are counsel to principal noteholders. Moelis & Company is the financial advisor to the principal noteholders. The Debtors disclosed $304.3 million in total assets and $360.8 million in total debts as of Dec. 25, 2010. HASSEN REAL ESTATE: Files for Chapter 11 in Los Angeles ------------------------------------------------------- Hassen Real Estate Partnership and an affiliate, Eastland Tower Partnership, sought Chapter 11 protection (Bankr. C.D. Calif. Lead Case No. 11-25499) on April 10, 2010, in Los Angeles, California. HREP and ETP each are engaged in the business of commercial real estate development and operation in West Covina, California. HREP owns and operates a retail/office center known as the West Covina Village Shopping Center, while ETP owns and operates an office tower known as the Wells Fargo Bank Tower. HREP owes $48.67 million under a promissory note and ETP owes $50.5 million on account of a separate note. Both notes are secured by substantially all of the Debtors' assets. LNR Partners Ins. is special servicer for the secured lenders. Tarek Alhassen, secretary of Hassen, said in a court filing, "As of the Petition Date, the Debtors are operating on a cash flow positive basis, but the positive margin is insufficient to cure the delinquencies under the Loan Documents. During the forbearance period, the Lenders and Debtors discussed refinancing the Notes. After months of negotiations with representatives of the Lenders, the Debtors have not been able to reach a consensual loan modification. As a result of this impasse, the Lenders informed the Debtors that they would not postpone the foreclosure sale of the Property that was scheduled for April 11, 2011. The Debtors were therefore left with no choice but to file these chapter 11 cases to reorganize and preserve the Debtors' operating business to maximize value for the Debtors' creditors." Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that there was a prior Chapter 11 filing in 1995 that resulted in a confirmed Chapter 11 plan. The Debtors are represented by: Theodore B. Stolman, Esq. Marina Fineman, Esq. Christine M. Pajak, Esq. H. Alexander Fisch, Esq. STUTMAN, TREISTER & GLATT PROFESSIONAL CORPORATION 1901 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 Tel: (310) 228-5600 Fax: (310) 228-5788 E-mail: tstolman@stutman.com mfineman@stutman.com cpajak@stutman.com afisch@stutman.com HD SUPPLY: Exploring Strategic Alternatives on Plumbing Business ---------------------------------------------------------------- HD Supply, Inc., notified its employees that it is currently exploring strategic alternatives with respect to its Plumbing/HVAC business. About HD Supply HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the largest North American wholesale distributors supporting residential and non-residential construction and to a lesser extent electrical consumption and repair and remodeling. HDS also provides maintenance, repair and operations services. Its businesses are organized around three segments: Infrastructure and Energy; Maintenance, Repair & Improvement; and, Specialty Construction. HDS operates through approximately 800 locations throughout the U.S. and Canada serving contractors, government entities, maintenance professionals, home builders and professional businesses. * * * HD Supply carries 'Caa2' probability of default rating and corporate family rating, with negative outlook, from Moody's Investors Service, and a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. In April 2010, when Moody's downgraded the ratings to 'Caa2' from 'Caa1', it said, "The downgrade results from Moody's views that the construction industry, the main driver of HDS' revenues, will continue to be weak for the foreseeable future, pressuring the company's ability to generate meaningful levels of earnings and free cash flow relative to its debt." HENDRICKS FURNITURE: Zenith Buys Boyles Property for New HQ ----------------------------------------------------------- Casual Living reports that Zenith Global Logistics has purchased the former Boyles Furniture building in Conover, North Carolina, and will move its corporate headquarters to the site. According to the report, the new facility will boost Zenith's home furnishings storage and handling capacity by more than 30% in North Carolina, giving the company 242,000 square feet of warehouse, furniture repair, home delivery and office space. The building had belonged to Boyles Furniture, a prominent upper- end retailer that emerged from Chapter 11 bankruptcy protection in March 2010, but went out of business earlier this year. About Hendricks Furniture Hendricks Furniture Group, LLC -- http://www.boyles.com/-- dba Boyles Distinctive Furniture makes and sells furniture. The Company and Classic Moving and Storage filed for Chapter 11 protection (Bankr. W.D. N.C. Lead Case No. 09-50790) on June 10, 2009. Albert F. Durham, Esq., at Rayburn, Copper & Durham, P.A., represented the Debtors in their restructuring effort. Hendricks estimated $50 million to $100 million in assets and $10 million to $50 million in debts in its petition. Hendricks Furniture Group emerged from Chapter 11 protection in January 2010. HORIZON LINES: Customers Unfazed by Going Concern Qualification --------------------------------------------------------------- Horizon Lines, Inc., has begun conducting meetings with customers, vendors and others to discuss the Company's daily operations and its commitment to customer service excellence. In connection with these meetings, the Company has disclosed that the vast majority of its customers have indicated that they will continue to rely on the Company for shipping services at the same levels as prior to the Company's filing of its 2010 Form 10-K on March 28, 2011, which included a going concern modification to its unqualified audit opinion. In addition, the Company has disclosed that it is experiencing a slight improvement in its accounts receivable aging through the end of the first quarter. This information has not previously been disclosed in reports filed by the Company with the Securities and Exchange Commission. About Horizon Lines Horizon Lines, Inc., based in Charlotte, North Carolina, through its wholly-owned indirect operating subsidiary, Horizon Lines, LLC, currently operates 11 of its 15 Jones Act qualified U.S. flag container ships in Jones Act liner services between the continental United States and either Alaska, Hawaii, or Puerto Rico and five U.S. flag container ships between the Far East, U.S. west coast and Guam. Horizon Lines reported a net loss of $57.97 million on $1.16 billion of operating revenue for the fiscal year ended Dec. 26, 2010, compared with a net loss of $31.27 million on $1.12 billion of operating revenue for the fiscal year ended Dec. 20, 2009. The Company's balance sheet at Dec. 26, 2010 showed $785.75 million in total assets, $745.96 million in total liabilities and $39.79 million in total stockholders' equity. Ernst & Young LLP, in Charlotte, North Carolina, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. Ernst & Young noted that there is uncertainty that Horizon Lines will remain in compliance with certain debt covenants throughout 2011 and will be able to cure the acceleration clause contained in the convertible notes. * * * As reported in the Troubled Company Reporter on March 8, 2011, Moody's Investors Service said Horizon Lines, Inc.'s plea agreement regarding antitrust matters in the Puerto Rico trade lane is credit negative but does not at this time affect its 'Caa1' Corporate Family or its other debt ratings of Horizon. The last rating action on Horizon was on May 18, 2010 when Moody's lowered its ratings, including the corporate family rating to 'Caa1' and maintained the negative outlook. HOVNANIAN ENTERPRISES: Unit Commences Consent Solicitation ---------------------------------------------------------- Hovnanian Enterprises, Inc., announced on April 12, 2011, that its wholly owned subsidiary, K. Hovnanian Enterprises, Inc., has commenced a solicitation of consents to amend the indenture governing K. Hovnanian's 8-5/8% Senior Notes due 2017. The Consent Solicitation is being made in accordance with the terms and subject to the conditions stated in a Consent Solicitation Statement dated April 12, 2011, in the related Consent Form, to holders of record as of 5:00 p.m., New York City time, on April 11, 2011. The Consent Solicitation is scheduled to expire at 5:00 p.m., New York City time, on April 21, 2011, unless extended or earlier terminated. Holders of Notes who validly deliver consents to the Proposed Amendment in the manner described in the Consent Solicitation Statement will be eligible to receive consent consideration equal to $1.25 per $1,000 principal amount of Notes for which consents have been validly delivered prior to the Expiration Date (and not properly revoked). Holders providing consents after the Expiration Date will not receive consent consideration. Consent consideration will be paid to consenting Holders as promptly as practicable after the satisfaction or waiver of the conditions to the Consent Solicitation, including a financing condition (which is expected to be satisfied after the Expiration Date), as further described in the Consent Solicitation Statement. The Consent Solicitation is subject to a number of conditions that are set forth in the Consent Solicitation Statement, including, without limitation, (i) the receipt of the consent of the Holders of at least a majority in aggregate principal amount of outstanding Notes, (ii) the execution and effectiveness of a supplemental indenture effecting the Proposed Amendment and (iii) a financing condition, as further described in the Consent Solicitation Statement. Consents may not be revoked on or after the date the supplemental indenture is executed and becomes effective (which is expected to be promptly after receipt of the Requisite Consent and may occur prior to the Expiration Date if the Requisite Consent is received before then). If the supplemental indenture effecting the Proposed Amendment becomes operative, the Proposed Amendment will be binding upon all holders of Notes, whether or not such holders have delivered consents. A more comprehensive description of the Consent Solicitation can be found in the Solicitation Documents. The purpose of the Consent Solicitation is to obtain approval of the Proposed Amendment from the holders of the Notes to modify the Indenture to permit K. Hovnanian to issue additional first lien secured notes in an amount necessary to refinance through redemption all of its outstanding 11 1/2% Senior Secured Notes due 2013 and 18.0% Senior Secured Notes due 2017 and, together with the Second Lien Notes. As of Jan. 31, 2011, there were approximately $0.5 million aggregate principal amount of Second Lien Notes outstanding and approximately $11.7 million aggregate principal amount of Third Lien Notes outstanding. Credit Suisse Securities (USA) LLC is the Solicitation Agent in connection with the Consent Solicitation. Persons with questions regarding the Consent Solicitation should contact Credit Suisse Securities (USA) LLC at (212) 538-2147 (collect) or (800) 820-1653 (toll-free) (attention:Liability Management Group). Requests for copies of the Solicitation Documents and other related materials should be directed to Bondholder Communications Group, the Information and Tabulation Agent for the Consent Solicitation, at (888) 385-2663 (toll-free) or alternatively, the documents may be downloaded at www.bondcom.com/khov. 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 carries a 'CCC' Issuer Default Rating 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. HSRE-CDS I: Section 341(a) Meeting Scheduled for May 10 ------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of HSRE-CD I, LLC's creditors on May 10, 2011, at 2:00 p.m. The meeting will be held at 5th Floor, Room 5209, J. Caleb Boggs Federal Building, 844 King Street, Wilmington, Delaware. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About HSRE-CDS I Irving, Texas-based HSRE-CDS I, LLC, is a real estate company engaged in the acquisition, ownership, operation, management, leasing, financing, mortgaging and selling of real property. The properties that the Debtor owns were previously owned by two of its wholly subsidiaries, HSRE-CDS Warrensburg I, LLC and HSRE- CDS Ruston, I, LLC. The Debtor's portfolio consists of two apartment communities comprising 240 units with 792 beds in the states of Louisiana (Collegiate Station at Ruston) and Missouri (Collegiate Station at Warrensburg). The Debtor is part of a larger group, branded as Collegiate Companies. The Debtor's properties provide student housing near the campuses of Louisiana Tech University, Grambling State, and the University of Central Missouri. The Debtor is owned by Collegiate Station Investments, L.P., a Texas limited partnership. Owing to a combination of the severe economic recession and the current overleveraged debt structure of the Debtor, the Debtor's portfolio currently yields insufficient rents to service its monthly debt service obligations and those obligations related to its day to day operations. The combination of the severe economic recession and the lasting effects of the recent decline in the real estate market has resulted in the aggregate value of the Debtor's properties to be less than the amount of the Debtor's outstanding secured debt under the Dec. 31, 2009 prepetition loan agreement with KeyBank National Association, whereby KeyBank agreed to make a loan to the Debtor in the principal amount of $22, 089,187. As a result, the Debtor defaulted on its obligations under the Prepetition Loan Agreement and KeyBank commenced foreclosure proceedings against the Debtor's property in Warrensburg, Missouri, Collegiate Station at Warrensburg. The Debtor filed for Chapter 11 bankruptcy protection on March 31, 2011 (Bankr. D. Del. Case No. 11-10972). The Debtor has not had sufficient time to discuss with the new lender the terms and conditions to use any cash collateral. The bankruptcy case will allow the Debtor the breathing room to negotiate with the new lender about issues likely to be key in this case. R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $10 million to $50 million. IMH FINANCIAL: Steven Darak Appointed as Board Member ----------------------------------------------------- The board of directors of IMH Financial Corporation appointed Steven T. Darak, 63, to fill a vacancy on the board of directors of the Corporation and to serve, effective immediately, as a member of the board of directors of the Corporation. Mr. Darak is currently expected to be appointed to the audit committee, compensation committee and nominating and corporate governance committee. Mr. Darak will continue to serve as the chief financial officer of the Corporation. About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. The Company is a commercial real estate lender based in the southwest United States with over 12 years of experience in many facets of the real estate investment process, including origination, underwriting, documentation, servicing, construction, enforcement, development, marketing, and disposition. The Company focuses on a niche segment of the real estate market that it believes is underserved by community, regional and national banks: high yield, short-term, senior secured real estate mortgage loans. The intense level of underwriting analysis required in this segment necessitates personnel and expertise that many community banks lack, yet the requisite localized market knowledge of the underwriting process and the size of the loans the Company seeks often precludes the regional and community banks from efficiently entering this market. The Company's balance sheet at Sept. 30, 2010, showed $337.80 million in total assets, $15.93 million in total liabilities, and stockholders' equity of $321.86 million. "Given the current state of the real estate and credit markets, we believe the realization of full recovery of the cost basis in our assets is unlikely to occur in a reasonable time frame and may not occur at all, and we may be required to liquidate portions of our assets for liquidity purposes at a price significantly below the initial cost basis or potentially below current carrying values. If we are not able to liquidate a sufficient portion of our assets or access credit under the credit facility currently under negotiation, there may be substantial doubt about our ability to continue as a going concern. Nevertheless, we believe that our cash and cash equivalents, coupled with liquidity derived from the credit facility currently under negotiation and the disposition of certain of the loans and real estate held for sale, will allow us to fund current operations over the next 12 months," the Company said in its Form 10-Q for the quarter ended Sept. 30, 2010. INDUSTRIAL ENTERPRISES: Baker & McKenzie Sued Over Collapse ----------------------------------------------------------- Mary Ellen Podmolik at Chicago Breaking Business reports that Baker & McKenzie and one of its former partners were sued for $600 million by a Pennsylvania company that alleges the law firm and Martin Weisberg willingly participated in a "looting" of the company. Brian Baxter, writing for The AmLaw Daily, reports that Baker & McKenzie and former partner Martin Weisberg have been sued over their alleged roles running a stock scheme that contributed to the collapse of Pittsburgh-based Industrial Enterprises of America. AmLaw Daily reports that the plaintiffs claim both defendants enabled a massive fraud at IEAM, which filed for bankruptcy in May 2009. "[Baker & McKenzie]'s participation in defrauding [IEAM] out of more than $150 million spanned years and knew little bounds," the complaint said, according to AmLaw Daily. The 22-page complaint was filed in U.S. bankruptcy court in Delaware on Monday. A copy of the complaint is available at: http://amlawdaily.typepad.com/files/ieam-complaint.pdf Plaintiff's counsel are: Steven Thomas, Esq. THOMAS, ALEXANDER & FORRESTER LLP 14 27th Avenue Venice, CA 90291 Tel: 310-961-2536 Fax: 310-526-6852 E-mail: steventhomas@tafattorneys.com - and - Christopher Loizides, Esq. LOIZIDES, PA 1225 King Street, Suite 800 Wilmington, DE 19801 Tel: 302-654-0248 Fax: 302-654-0728 E-mail: loizides@loizides.com About Industrial Enterprises Pittsburgh, Pennsylvania-based Industrial Enterprises of America, Inc., filed for Chapter 11 protection on May 1, 2009, (Bankr. D. Del. Case No. 09-11508). On April 30, 2009, Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief, under Case Nos. 09-11475 and 09-11476. On May 4, 2009, EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief, under Case No. 09-11524. On May 6, 2009, Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief, under Case Nos. 09-11587 and 09-11586. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of the Company. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises listed total assets of $50,476,697 and total debts of $17,853,997. Based on public filings previously made with the Securities and Exchange Commission, Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. ISTAR FINANCIAL: S&P Puts BB- Rating on $2.95BB Credit Facility --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned a 'BB-' credit rating to iStar Financial Inc.'s (NYSE: SFI) $2.95 billion senior secured credit facility. The rating reflects the likelihood that creditors would receive full repayment in the event of an issuer default. "Our analysis indicates that under a stress scenario the collateral pool may not cover the $2.95 billion in debt. Nevertheless, if the collateral pool did not cover the credit facility, the secured creditors would have recourse (alongside remaining unsecured creditors) to the firm's unencumbered assets. In addition, we recognize that the credit facility will amortize significantly during the next 18 to 24 months," S&P related. "Given the additional support from the firm's unencumbered assets and the likely amortization of the facility prior to default, we believe creditors are likely to recover the full amount of the loan. We have rated the $2.95 billion senior secured credit facility one notch above our 'B+' long-term counterparty credit rating on iStar," S&P noted. Ratings List New Rating iStar Financial Inc. Senior Secured Debt $1.5 billion term loan A-1 due 2013 $1.45 billion term loan A-2 due 2014 BB- JAMES RIVER: Wellington Management Discloses 11.32% Equity Stake ---------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Wellington Management Company, LLP, disclosed that it beneficially owns 3,919,238 shares of common stock of James River Coal Company representing 11.32% of the shares outstanding. The number of shares of the Company's common stock, par value $.01 per share, outstanding as of Feb. 15, 2011 was 27,779,351. About James River Headquartered in Richmond, Virginia, James River Coal Company (NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines, processes and sells bituminous steam and industrial-grade coal primarily to electric utility companies and industrial customers. The company's mining operations are managed through six operating subsidiaries located throughout eastern Kentucky and in southern Indiana. The Company's balance sheet at Dec. 31, 2010 showed $784.56 million in total assets, $537.18 million in total liabilities and $247.38 million in total shareholders' equity. * * * James River carries a 'B' corporate credit rating from Standard & Poor's Ratings Services, and 'B3' corporate family rating from Moody's Investors Service. As reported by the TCR on March 25, 2011, Moody's Investors Service upgraded James River Coal Company's Corporate Family Rating to 'B3' from 'Caa2'. The rating upgrade reflects post- acquisition potential for significant increase in JRCC's metallurgical coal production, increase in operational diversity within Central Appalachia, and greater access to export markets. The S&P corporate rating was upgraded from 'B-' in March 2011. "The upgrade reflects S&P's view that the IRP acquisition provides James River Coal exposure to the attractive metallurgical coal market," said Standard & Poor's credit analyst Fred Ferraro. "The acquisition also adds management experience in overseas marketing, and expands the company's reserve life. Furthermore, S&P expects that it will be funded in a way that is consistent with the current capital structure so as to maintain the current credit metrics." JENLA REAL ESTATE: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Jenla Real Estate Management Services, LLC 2016 W. 43rd Ave. Kansas City, KS 66103 Bankruptcy Case No.: 11-20972 Chapter 11 Petition Date: April 7, 2011 Court: United States Bankruptcy Court District of Kansas (Kansas City) Judge: Dale L. Somers Debtor's Counsel: Jeffrey A. Deines, Esq. LENTZ CLARK DEINES PA 9260 Glenwood Overland Park, KS 66212 Tel: (913) 648-0600 Fax: (913) 648-0664 E-mail: jdeines@lcdlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ksb11-20972.pdf The petition was signed by Larry Minkoff, member. KEMET CORP: S&P Ups Corp. Credit Rating to 'B+'; Outlook Positive ----------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Greenville, S.C.-based capacitor supplier KEMET Corp. to 'B+' from 'B'. The ratings outlook is positive. "At the same time, we raised our senior secured debt rating to 'B+' from 'B' (the same as the corporate credit rating) with a recovery rating of '4', indicating the expectation for average (30%-50%) recovery in the event of a payment default," S&P stated. "The rating reflects our expectation that KEMET will experience modest revenue growth in the near term, and relatively stable profitability and leverage," said Standard & Poor's credit analyst William Backus, "despite highly competitive and cyclical industry conditions." We expect the company will sustain credit measures commensurate with a significant financial risk profile while it pursues restructuring activities related to its Film and Electrolytic (F&E) division during 2011. We expect fiscal year March 2011 adjusted EBITDA of more than $180 million, which we believe reflects cyclical peak conditions for capacitor demand, potentially declining modestly in 2012," S&P noted. KEYUAN PETROCHEMICALS: Receives NASDAQ Non-Compliance Notice ------------------------------------------------------------ Keyuan Petrochemicals, Inc., has received a notice from NASDAQ stating the Company is not in compliance with Listing Rule 5250(c)(1) for continued listing due to not filing its Form 10-K for the year ended Dec. 31, 2010 by the due date of March 31, 2011. As a result of the notice, and to maintain its NASDAQ listing, Keyuan will submit a plan of compliance to the NADAQ by April 25, 2011, addressing any issues it believes would support its request for an extension of up to 180 calendar days from the due date of Form 10-K for the fiscal year 2010 to regain compliance. Following the submission, the NASDAQ Listing Qualifications Department will evaluate the Company's plan based on such factors as the likelihood that the Form 10-K, along with any subsequent periodic filing that will be due, can be made within the 180 day period, Keyuan's past compliance history, the reasons for the late filing, other corporate events that may occur within the NASDAQ review period, its overall financial condition and public disclosure. If the plan is accepted, Keyuan may be able to continue its listing during the plan period up to Sept. 27, 2011, during which time the Company will be subject to periodic review to determine if it is making progress consistent with the plan. If the plan is not accepted, or if the plan is accepted but the Company fails to make progress consistent with the plan, or it is not in compliance by Sept. 27, 2011, Keyuan will be subject to delisting proceedings. Under NASDAQ rules, Keyuan has the right to appeal any determination by NASDAQ to initiate delisting proceedings. About Keyuan Petrochemicals Keyuan Petrochemicals, Inc., established in 2007 and operating through its wholly-owned subsidiary, Keyuan Plastics, Co. Ltd., is located in Ningbo, China and is a leading independent manufacturer and supplier of various petrochemical products. Having commenced production in October 2009, Keyuan's operations include an annual petrochemical manufacturing design capacity of 550,000 MT for a variety of petrochemical products, with facilities for the storage and loading of raw materials and finished goods, and a technology that supports the manufacturing process with low raw material costs and high utilization and yields. In order to meet increasing market demand, Keyuan plans to expand its manufacturing capacity to include a SBS production facility, additional storage capacity, a raw material pre-treatment facility, and an asphalt production facility. KMC REAL ESTATE: Section 341(a) Meeting Scheduled for May 23 ------------------------------------------------------------ The U.S. Trustee for Region 10 will convene a meeting of KMC Real Estate Investors LLC's creditors on May 23, 2011, at 1:00 p.m., EDT. The meeting will be held at Room 115 Federal Building, 121 W. Spring Street, New Albany, Indiana. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Clarksville, Indiana-based KMC Real Estate Investors LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 11- 90930) on April 1, 2011. Gary Lynn Hostetler, Esq., Courtney Elaine Chilcote, Esq., and Jeffrey A. Hokanson, Esq., at Hostetler & Kowalik, P.C., serve as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $10 million to $50 million and debts at $100 million to $500 million. Affiliate Kentuckiana Medical Center, LLC, previously sought Chapter 11 protection on Sept. 9, 2010 (Bankr. S.D. Ind. Case No. 10-93039). LA JOLLA PHARMACEUTICAL: Had 97MM Outstanding Shares on April 8 --------------------------------------------------------------- The number of outstanding shares of La Jolla Pharmaceutical Company common stock, par value $0.0001 as of April 8, 2011, is 97,770,258. About La Jolla Pharmaceutical San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB: LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company that has historically focused on the development and testing of Riquent as a treatment for Lupus nephritis. The Company's balance sheet at Sept. 30, 2010, showed $7.43 million in total assets, $8.15 million in total liabilities, all current, and $92,000 in convertible preferred stock, and a stockholders' deficit of $806,000. Ernst & Young LLP, in San Diego, 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 recurring operating losses, an accumulated deficit of $424.3 million as of Dec. 31, 2009, and has no current source of revenues or financing. LA VILLITA: Has Until May 31 to Use Cash Collateral --------------------------------------------------- La Villita Motor Inns, JV, sought final permission from Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas to use their prepetition lender's cash collateral from April 1, 2011 through May 31, 2011. The Debtor's use of cash collateral will be in accordance with a rolling 30-day budget, a schedule of which is available for free at: http://bankrupt.com/misc/LaVillita_CashCollBudget.pdf Judge King ruled that to the extent the prepetition liens of AMRESCO Capital L.P. are valid and perfected, the Trust is granted postpetition liens upon all after acquired property of the Debtor's estate of the type comprising the prepetition collateral according to the same order of priority as that for the prepetition liens, but only to the extent of any decrease in the value of the prepetition collateral, and only to the extent of the amount of Cash Collateral actually used; the expenses represented in the Budget do not represent payments that would be made to Liaquat Pirani, Irfan Valla or any insiders of the Debtor, except as authorized in the Order Authorizing Debtor' Payment of Prepetition Employee Obligations and except for reimbursements by the Debtor for any payments Irfan Valla and Liaquat Pirani make on behalf of the Debtor pursuant to the Budget. The Debtor will maintain casualty and liability insurance policies on its assets. The Debtor will also secure and maintain all its property and continue to market the Hotel rooms and services and collect and account for all income. The Debtor will provide the Trust and any special servicer appointed pursuant to the Servicing Agreement with monthly reports reflecting (i) monthly income and expenses, and (ii) monthly operating reports and financial statements. The Debtor will continue to provide for the insurance required by the Trust under the Loan Documents and to maintain an escrow for payment of taxes. The Debtor will place the monthly property tax indicated in the Budget on or before the last day of the relevant month in an segregated account held in trust by Oppenheimer, Blend, Harrison & Tate, Inc. for the purpose of payment of the Debtor's ad valorem taxes, and the Property Tax Escrow will not be disbursed absent orders from the Court. ORIX Capital Markets LLC will retain any rights to object to the Debtor's continued use of Cash Collateral or to request further adequate protection for the Debtor's use of Cash Collateral, Judge King ruled. [ REDACTED -- Jan. 27, 2014 ] About La Villita Motor Inns JV San Antonio, Texas-based La Villita Motor Inns JV is a joint venture, formed on or about April 14, 1980, that owns and operates a hotel located at 100 La Villita in San Antonio, Texas, known as the Riverwalk Plaza Hotel. It filed for Chapter 11 bankruptcy protection (Bankr. Case No. 10-54864) on Dec. 17, 2010. Debra L. Innocenti, Esq., at Oppenheimer Blend Harrison & Tate, serves as the Debtor's bankruptcy counsel. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million. LA VILLITA: Obtains Permission to Employ Tsakopulos Brown --------------------------------------------------------- Judge Ronald King of the U.S. Bankruptcy Court for the Western District of Texas approved the application of La Villita Motor Inns, JV to employ Tsakopulos Brown Scott & Anchors as its accountant. About La Villita Motor Inns JV San Antonio, Texas-based La Villita Motor Inns JV is a joint venture, formed on or about April 14, 1980, that owns and operates a hotel located at 100 La Villita in San Antonio, Texas, known as the Riverwalk Plaza Hotel. It filed for Chapter 11 bankruptcy protection on December 17, 2010 (Bankr. Case No. 10-54864). Debra L. Innocenti, Esq., at Oppenheimer Blend Harrison & Tate, serves as the Debtor's bankruptcy counsel. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million. LEE CHARTER: S&P Raises Corporate Credit Rating to 'BB+' From 'BB' ------------------------------------------------------------------ Standard & Poor's Ratings Services has raised its long-term rating to 'BB+' from 'BB' on Lee County Industrial Development Authority, Fla.'s series 2007 educational facilities revenue bonds, issued for Lee Charter Foundation (Lee County Community Charter Schools project). The upgrade to 'BB+' reflects Standard & Poor's view of the overall steady enrollment growth for this five-school system; good and improving test scores at all five schools; and recent fifteen- year charter renewals for four of the five schools (with a five- year renewal at Six Mile Charter School). The systems' sharply improved financial operations in 2010 generating positive debt service coverage; adequate liquidity as measured on a days' cash- on-hand basis; and strong management, which is overseen by Charter Schools USA Inc. are additional credit strengths, in Standard & Poor's opinion. Lee Charter Schools' rating remains speculative grade because of the need for charter renewals from the competing Lee County School District over the life of the bonds; generally weak debt service coverage combined with the need to increase enrollment to generate sufficient net revenue to cover future maximum annual debt service; and low numbers of applicants on wait lists at three of the five schools. In addition, Standard & Poor's believes the weak enrollment at Cape Coral Charter School, high debt levels combined with very light cash to debt at less than 10%, and potential for additional debt needs in a few years somewhat offset the system's credit strengths. "The stable outlook reflects our expectation that the school will add enrollment and maintain levels sufficient to cover annual debt service and build at least adequate reserve levels as the schools gain more operational experience," said Standard & Poor's credit analyst Sharon Gigante. "We could raise the rating higher if enrollment levels continue to grow, especially at the schools that are experiencing flat growth," said Ms. Gigante. A loan agreement between a single-asset limited-liability company and the Lee County Industrial Development Authority, secures the bonds. The sole member of the limited liability company is The Lee County Charter Foundation Inc., a not-for-profit corporation and operator of the schools. Under the loan agreement, the foundation pledges the charter schools' gross revenues. The foundation holds the charter contracts for the participating charter schools, which includes three primary schools, Cape Coral Charter School (K-8), Gateway Charter School (K-8), and Six Mile Charter School (K-8); and one high school, Gateway Charter High School (9-12). LEE ENTERPRISES: Moody's Assigns 'Caa1' Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Lee Enterprises, Incorporated (Lee) including a Caa1 Corporate Family Rating (CFR), Caa1 Probability of Default Rating (PDR) and SGL-3 speculative-grade liquidity rating. Moody's also assigned a B1 rating to the company's proposed $50 million 5-year senior secured first-lien first-out revolver, a B3 rating to its proposed $675 million senior secured first-lien notes maturing 2017, and a Caa2 rating to its proposed $375 million senior secured second- lien notes maturing 2018. The rating outlook is stable. Lee intends to utilize the proceeds to refinance all of its existing $1.025 billion of debt. The existing debt matures by April 2012, making it critical for the company to address these near-term maturities. As such, the refinancing favorably extends the maturity profile and reduces near-term default risk, but meaningfully increases cash interest expense and reduces the amount of cash flow that will be available to reduce debt. A change in the transaction structure could affect instrument ratings. In particular, if the first-lien notes are upsized or if the size of the second lien notes is reduced, then the Caa2 rating on the proposed $375 million senior secured second-lien notes could be revised lower based on the resulting relative increase in the amount of more senior debt. Assignments: Issuer: Lee Enterprises, Incorporated -- Corporate Family Rating, Assigned Caa1 -- Probability of Default Rating, Assigned Caa1 -- Speculative Grade Liquidity Rating, Assigned SGL-3 -- Senior Secured First Lien (First Priority) Revolving Credit Facility, Assigned a B1, LGD1 - 1% -- Senior Secured First Lien Regular Bond/Debenture, Assigned B3, LGD3 - 33% -- Senior Secured Second Lien Regular Bond/Debenture, Assigned a Caa2, LGD5 - 83% Outlook Actions: Issuer: Lee Enterprises, Incorporated -- Outlook, Assigned Stable Ratings Rationale Lee's Caa1 CFR reflects the good local market position of its portfolio of newspapers and online properties tempered by revenue pressure and the company's very high leverage. Revenue is vulnerable to changing consumer media usage and cyclical client spending. Moody's views the relatively stable economic performance of Lee's markets, the company's modest exposure to the housing market downturn, and management's revenue initiatives as factors contributing to less revenue pressure for Lee relative to the industry at present. Relative to larger metro markets, the competitive intensity is also somewhat lower in the small to mid- sized markets that comprise the majority of the company's footprint. The more moderate revenue pressure and expected positive free cash flow favorably position the company within the Caa1 CFR. Debt-to-EBITDA leverage (6.2x LTM December 2010 incorporating Moody's standard adjustments) is very high for the newspaper industry, creating elevated risk of a restructuring over the long term and meaningfully limiting financial flexibility. Cash interest expense will increase significantly as a result of the refinancing, but Moody's projects Lee will generate positive free cash flow in the range of 4% of debt over the next two years notwithstanding low single digit projected revenue and EBITDA declines. Lee will have no required debt repayment (aside from an excess cash flow sweep) until the first lien notes mature in 2017. The maturity profile creates low default risk over the next 12-24 months and provides Lee some latitude to execute its plans to grow revenue and continue the transition of its print-based businesses to digital platforms. Moody's believes a 3% prepayment premium on the first lien notes (except for debt repaid in accordance with the excess cash flow sweep) and maintenance covenants that are triggered only if the revolver is drawn will incentivize Lee to carry a higher cash balance than in the recent past to avoid utilizing the revolver. The SGL-3 speculative-grade liquidity rating reflects the company's adequate liquidity position given projected free cash flow of approximately $40 million over the next 12 months and the absence of near term debt maturities. Liquidity is supported by the proposed $50 million 5-year revolver, although Moody's does not expect Lee will be reliant on the facility in the near term. If the revolver ends up being drawn, Moody's believes the company will have only a modest EBITDA cushion within the proposed maximum debt-to-EBITDA maintenance covenant. The stable rating outlook reflects Moody's view that Lee's liquidity position and absence of near-term debt maturities greatly reduce near-term default risk, and provide the company some flexibility to execute its operating strategy, continue to repay debt, and largely mitigate the effect on leverage of projected revenue and EBITDA declines over the next 12-18 months. An inability to generate free cash flow, persistent revenue declines not matched by cost reductions, a deterioration of economic conditions in Lee's local markets, material acquisitions or cash distributions to shareholders, or failure to utilize the bulk of its free cash flow to reduce debt could result in a downgrade. A meaningful reduction in debt-to-EBITDA leverage to a level that is or is expected to be sustained in a mid 5x range, greater revenue stability and sustained positive free cash flow in excess of 5% of debt could result in an upgrade. The company would also need to maintain a comfortable liquidity position including good covenant cushion and an expectation that it can fund or refinance maturities as they come due. The B1 rating and LGD1-1% assessment on the proposed $50 million senior secured revolving credit facility and B3 rating and LGD3- 33% assessment on the proposed $675 million senior secured notes reflects their first-lien claims on substantially all of Lee's assets as well as unconditional guarantees from all material domestic wholly-owned subsidiaries (which excludes Lee's interest in its Madison, WI and Tucson, AZ joint ventures). However, the credit facility has payment priority relative to the notes with respect to the proceeds from the sale of the collateral. As a result, the first lien note holders would absorb any loss in a default scenario prior to the revolver and this drives the rating differential. The Caa2 rating and LGD5-83% assessment on the proposed $375 million senior secured second-lien notes reflects the subordinate lien on the collateral securing the first lien notes and revolver, which would result in the notes absorbing the first loss in a default situation. The principal methodology used in rating Lee was Moody's Global Newspaper Industry, published in September 2008. Lee, headquartered in Davenport, Iowa, is a provider of local news, information and advertising in primarily midsize markets, with 49 daily newspapers and a joint interest in four others, digital products and nearly 300 specialty publications in 23 states. Revenue for the 12 months ended December 2010 was approximately $780 million. LEVEL 3: To Acquire Global Crossing in $1.9BB All-Stock Deal ------------------------------------------------------------ Level 3 Communications, Inc., and Global Crossing Limited have entered into a definitive agreement under which Level 3 will acquire Global Crossing in a tax-free, stock-for-stock transaction. The combined company will operate a unique global services platform anchored by fiber optic networks on three continents, connected by extensive undersea facilities. The combined network will serve a worldwide customer set with owned network in more than 50 countries and connections to more than 70 countries. This transaction will create a company with pro forma combined 2010 revenues of $6.26 billion and pro forma combined 2010 Adjusted EBITDA of $1.27 billion before synergies and $1.57 billion after expected synergies. Under the terms and subject to the conditions of the agreement, Global Crossing shareholders will receive 16 shares of Level 3 common stock for each share of Global Crossing common stock or preferred stock that is owned at closing. Based on Level 3's closing stock price on April 8, 2011, the transaction is valued at $23.04 per Global Crossing common or preferred share, or approximately $3.0 billion, including the assumption of approximately $1.1 billion of net debt as of Dec. 31, 2010. Global Crossing has approximately 79 million basic and preferred shares outstanding and approximately 83 million shares outstanding on a fully diluted basis, giving effect to outstanding stock awards, but excluding performance-based stock grants. The transaction will create a company with a unique capability to meet local, national and global customer requirements in a wide range of markets. By combining the strengths of each company, the new entity will offer enterprise, government, wholesale, content, and web-based customers a comprehensive portfolio of end-to-end data, video and voice solutions. "This is a transformational combination that we believe will deliver significant value to the investors, customers and employees of both Level 3 and Global Crossing," said Jim Crowe, chief executive officer of Level 3. "The complementary fit between the two companies' networks, service portfolios and customers is compelling. By leveraging the respective strengths and extensive reach of both companies, we are creating a highly efficient and more extensive global platform that is well-positioned to meet the local and international needs of our customers." "This transaction will provide Global Crossing shareholders with an attractive premium and significant participation in the upside potential of a leading communications company with industry- leading scale and capabilities. The combined service capabilities, extensive network assets and talented employees of the two companies will create a stronger global communications competitor with compelling offerings in the marketplace," said John Legere, chief executive officer of Global Crossing. "Each of our companies has a reputation for being nimble and flexible in meeting customers' communications needs, and we expect that to continue -- with the added benefit of offering customers significantly greater reach, products and services." "We're looking forward to welcoming Singapore Technologies Telemedia, Global Crossing's largest shareholder, as a significant investor," said Mr. Crowe. "They are exceptionally sophisticated managers, with holdings in telecommunications and information companies in a number of countries. They know the technology and they know the industry. The breadth of their communications experience and their knowledge of international markets will be a great asset to us." "This strategic combination is an important milestone for both Global Crossing and Level 3, and a value-creating proposition for all stakeholders," said Lee Theng Kiat, president and chief executive officer of Singapore Technologies Telemedia (ST Telemedia). "Going forward, we believe the combined strengths of the two companies will position it in a very favorable, competitive position to expand in the U.S. and compete globally." "We are committed to creating a high-performing combined business through a carefully managed integration plan executed by a select team from both companies," said Jeff Storey, president and chief operating officer of Level 3. "We will begin integration planning immediately and bring an aggressive, disciplined approach to the process. After the closing, as we integrate the two operations and work to achieve our expected synergies, we will be dedicated to maintaining our focus on providing excellent customer service and growing our combined revenues." "The combination improves our balance sheet and credit profile immediately upon closing with further improvement as we achieve the benefits of integration. Additionally, the transaction accelerates the achievement of Level 3's target leverage ratio of three to five times debt to Adjusted EBITDA," said Sunit Patel, chief financial officer of Level 3. "Including the benefit of synergies and the cost of integration, we expect the transaction to be accretive to Level 3's Free Cash Flow per share in 2013 and to give us the financial strength to capitalize on the many opportunities available in the global market." Benefits of the Transaction (A) Significant Synergy Opportunities Through integration of the combined businesses, the transaction is expected to create substantial annualized Adjusted EBITDA synergies of approximately $300 million and annualized capital expenditure reduction of approximately $40 million. Level 3 expects to realize approximately two-thirds of the run rate Adjusted EBITDA synergies within 18 months of closing. The company estimates that the net present value of the potential synergies will be approximately $2.5 billion. Of the total expected synergies, approximately 39% are from network expense savings, approximately 49% from operating expense savings, and approximately 12% are from reductions in capital expenditures. The company expects to incur approximately $200 to $225 million of integration costs associated with this transaction. Approximately 55% of those costs are expected to be from operating expenses, and 45% are expected to be from capital expenditures to support integration activities. (B) Improved Financial Strength of Combined Business Including the benefit of synergies and the cost of integration, the transaction is expected to be accretive to Level 3's Free Cash Flow per share in 2013. As a result of potential revenue growth and synergies, over the longer term, Level 3 expects to have significant Free Cash Flow available for investment in high-return opportunities, including U.S. and international network expansions, and potential repurchase of the company's securities. (C) Improvement to Level 3's Credit Profile The transaction is expected to improve Level 3's credit profile as well as significantly strengthen the company's balance sheet. On a pro forma basis and including the benefit of expected synergies, the ratio of net debt (including capital leases) to Adjusted EBITDA is expected to improve from 6.8x to 4.4x as of Dec. 31, 2010. (D) Expanded Global Footprint Existing customers will benefit from expanded geographic reach and a combination of intercity networks and metro networks throughout North America, Latin America and Europe connected by extensive global subsea networks. The combined business will leverage Global Crossing's long-term IRU's on the PC1 and EAC cable systems, focusing on telecom operators based in Asia. The combined network will serve a worldwide customer set with owned network in more than 50 countries and reach to more than 70 countries. (E) Enhanced and Expanded Service Portfolio The combined business will offer an extensive portfolio of transport, IP and data solutions, content delivery, data center, colocation and voice services, delivered globally. Global Crossing will bring important additions to Level 3's service portfolio, including managed services, collaboration services and inter- continental virtual private networking capability. The combined service portfolio and distribution channels will allow Level 3 to better address the needs of enterprises, content providers, carriers and governments throughout North America, Latin America and Europe. (F) Expanded Enterprise Service Capabilities Global Crossing's enterprise service portfolio and proven sales expertise together with the improved cost structure and performance achievable by combining the extensive international, intercity and metro networks will enable opportunities for improved growth by giving enterprises better options to meet their local, national and international communications needs. Committed Financing Level 3 Financing, Inc., a wholly owned subsidiary of Level 3, has received committed financing for $1.75 billion in connection with this acquisition. Bloomberg News reports that a person briefed on the transaction said Bank of America Corp. and Citigroup Inc. agreed to provide $1.75 billion of debt to Level 3 Communications Inc. as part of its acquisition of Global Crossing Ltd. The source has told Bloomberg that BofA and Citi committed to a 12-month bridge financing that backs $650 million in term loans and $1.1 billion of senior unsecured debt. The source declined to be identified because the terms haven't been publicly released. Voting Agreement and Stockholder Rights Agreement In conjunction with this transaction, Level 3 has signed a Voting Agreement with ST Telemedia, the company which owns approximately 60% of Global Crossing's stock, whereby ST Telemedia has agreed to vote its shares in favor of the transaction, subject to certain terms and conditions. Level 3 and ST Telemedia have also signed a Stockholder Rights Agreement, which becomes effective upon closing and which allows ST Telemedia to designate members to the Level 3 board of directors, proportionate to their stock ownership. In addition, the Stockholder Rights Agreement contains a standstill provision which imposes limitations on ST Telemedia's ability to purchase or sell Level 3 common stock. Approvals and Timing of Transaction In addition to customary closing conditions, the transaction is subject to regulatory approvals relating to competition law, licensing, financing, and foreign ownership, including approvals by the U.S. Department of Justice, the U.S. Federal Communications Commission and other regulatory agencies in the U.S. and in countries where the companies do business. The transaction is also subject to the approval of the stockholders of each company. The transaction is expected to close before the end of this year. Stockholder Rights Plan Level 3 is adopting a Stockholder Rights Plan. The Rights Plan is designed to protect Level 3's federal Net Operating Losses from the effect of Internal Revenue Code Section 382, which can restrict the use of NOLs. The completion of the business combination with Global Crossing would move Level 3 significantly closer to the 50% ownership change outlined in Section 382, and increase the likelihood of a loss of Level 3's valuable NOLs. The rights under the Rights Plan will expire under the circumstances described in the separate release announcing its adoption. In addition, Level 3's board of directors intends, from time to time -- and in particular upon the closing of the transaction -- to consider whether maintaining the Rights Plan continues to be in the best interests of Level 3. Advisors BofA Merrill Lynch, Citi and Morgan Stanley acted as advisors to Level 3, and Rothschild provided a fairness opinion. Willkie Farr & Gallagher LLP acted as legal counsel to Level 3. Goldman, Sachs & Co. acted as financial advisor and Latham & Watkins acted as legal counsel to Global Crossing. Credit Suisse Securities (USA) LLC acted as financial advisor to ST Telemedia. Conference Call and Webcast Level 3 and Global Crossing held a joint investor and media conference call to discuss the announcement on April 11 at 9:00 a.m. EDT. * * * Roger Cheng and Spencer E. Ante, writing for The Wall Street Journal, note that Level 3 and Global Crossing, which had market values of more than $40 billion in early 2000, have survived an industry shakeout but struggled to build profitable businesses despite a surge in Internet services. Messrs. Cheng and Ante relate that the deal is expected to close by year-end. The combined company, the report says, will have a 3.3% share of the U.S. market for transport and Internet business services, according to Atlantic-ACM analyst Aaron Blazar. Mr. Blazar said the total U.S. market was valued at $30 billion last year, and it is expected to grow by $4.5 billion through 2015. About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) -- http://www.globalcrossing.com/-- is a global IP, Ethernet, data center and video solutions provider with the world's first integrated global IP-based network. The Company's balance sheet at Dec. 31, 2010 showed $2.31 billion in total assets, $2.79 billion in total liabilities and $477 million in total stockholders' deficit. * * * As reported by the Troubled Company Reporter on March 31, 2010, Standard & Poor's Ratings Services raised all its ratings on Global Crossing, including the corporate credit rating to 'B' from 'B-'. The outlook is stable. S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to Global Crossing's proposed $150 million of senior unsecured notes due 2019. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc. (NASDAQ: LVLT) -- http://www.level3.com/-- is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company's balance sheet at Dec. 31, 2010, showed $8.35 billion in total assets, $8.51 billion in total liabilities and a $157 million stockholders' deficit. Level 3 Communications carries a 'Caa1' corporate family rating, and 'Caa2' probability of default rating, with negative outlook from Moody's, a 'B-' issuer default rating from Fitch, and 'B-' long term issuer credit ratings from Standard & Poor's. LEVEL 3: Planned Purchase of GCI Cues Moody's Review for Upgrade ---------------------------------------------------------------- Moody's Investors Service (Moody's) will review Level 3 Communications Inc.'s (Level 3) ratings for possible upgrade in light of the company's announcement that will acquire Global Crossing Limited (Global Crossing) in a share exchange transaction that was announced earlier. Level 3 has Caa1 corporate family and probability of default ratings. Depending on relative seniority, individual instruments are rated B1, Caa1 and Caa3. Since Moody's expects the transaction to result in reduced leverage and improved free cash generation, Level 3's ratings have been placed on review for possible upgrade. It should be noted however, that depending on the amount of debt that remains at the Global Crossing entities and that debt's anticipated structural seniority relative to debt at Level 3, instrument ratings for Level 3's debt may remain unchanged even if the CFR and PDR are upgraded. In the interim, all ratings remain unchanged. Pending normal regulatory and shareholder approvals, the transaction is expected to close by year-end. Moody's review is anticipated to conclude at approximately the same time and will focus on the magnitude and timing of synergies, the costs of achieving them, related execution risks, liquidity planning, and the combined entity's credit profile once steady state is achieved. Global Crossing's financial profile is more conservative than Level 3's (4.5x Debt/EBITDA vs. 7.8x Debt/ EBITDA (all quoted metrics incorporate Moody's standard adjustments)), but its margins are weaker (17% vs. 27%). Pre- synergies, the transaction is margin dilutive (approximately 23%) but de-leveraging (to approximately 6.5x). Depending on synergies and the proportion of implementation costs that may be debt- financed, combined leverage could improve into the high 5x range. However, Moody's thinks the key to the rating will be resulting free cash potential. Even with full synergy realization, Level 3's margins return only to pre-transaction levels. However, depending on the combined entity's capital expenditure intensity, Level 3's historically lackluster free cash generation will be bolstered and further de-levering may be possible. Outlook Actions: Issuer: Level 3 Communications, Inc. -- Outlook, Changed To Rating Under Review From Stable Issuer: Level 3 Financing, Inc. -- Outlook, Changed To Rating Under Review From Stable On Review for Possible Upgrade: Issuer: Level 3 Communications, Inc. -- Probability of Default Rating, Placed on Review for Possible Upgrade, currently Caa1 -- Corporate Family Rating, Placed on Review for Possible Upgrade, currently Caa1 -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review for Possible Upgrade, currently Caa3 (LGD5, 89%) -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Upgrade, currently Caa1 (LGD4, 55%) Issuer: Level 3 Financing, Inc. -- Senior Secured Bank Credit Facility, Placed on Review for Possible Upgrade, currently B1 (LGD1, 8%) -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Upgrade, currently Caa1 (LGD4, 55%) Summary Rating Rationale Level 3's corporate family and probability of default ratings are Caa1; the company's ratings are under review for possible upgrade. Absent the benefits of the pending acquisition of Global Crossing, the primary ratings influence continues to stem from concerns that the company's capital structure is not sustainable over the long term. While Level 3 has a fundamentally sound business proposition, being well positioned as a network infrastructure provider to benefit from expanding bandwidth demand and the conversion of telephony to IP-based capacity, Moody's is concerned that the company will not consistently be able to generate enough cash flow to cover both capital expenditures and interest expense and have any surplus with which to reduce its debt load. The viability of Level 3's capital structure depends on top-line growth and margin expansion. In the context of relatively low general economic growth and with significant competition, it is not clear Moody's can expect more than moderate cash flow growth for the next year or two. This is quite important given pending refinance activity related to 2013/2014 maturities. Notwithstanding this, Level 3 has consistently demonstrated access to the capital markets and maintains relatively large cash balances that generally provide adequate forward cover for +/- 18 months of operations. The principal methodologies used in this rating were Speculative Grade Liquidity Ratings published in September 2002, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Broomfield, Colorado, Level 3 Communications, Inc. (Level 3) is a publicly traded international communications company with one of the world's largest communications and internet backbones. LEVEL 3: Fitch Puts 'B-' Issuer Default Rating on Watch Positive ---------------------------------------------------------------- Fitch Ratings has placed the 'B-' Issuer Default Rating assigned to Level 3 Communications, Inc. (LVLT) and its wholly owned subsidiary Level 3 Financing, Inc., on Rating Watch Positive. Approximately $6.5 billion of debt outstanding as of Dec. 31, 2011 is affected by Fitch's action. The rating actions follow LVLT's announcement that the company entered into definitive agreements to acquire Global Crossing Limited in a tax free, stock for stock transaction valued at approximately $3 billion (including the assumption of $1.1 billion of net debt). The transaction is subject to usual and customary closing conditions including shareholder and regulatory approval and is expected to close by the end of 2011. Fitch believes that the proposed transaction will strengthen LVLT's competitive position by improving the breadth and depth of LVLT's service offering, positioning the company to expand into new markets and broadening the spectrum of customers the company serves including large multi-national enterprise customers. As of year-end 2010, approximately 40% of LVLT's Core Network Service revenue was derived from large and mid-sized business customers and pro forma for the proposed transaction, the share of CNS revenue generated from large and mid-sized customers increases to approximately 56%. The proposed transaction will de-lever LVLT's balance sheet and, predicated on the company's ability to realize anticipated cost synergies, enable the company to further improve credit protection metrics and generate positive free cash flow. LVLT's leverage, pro forma for the proposed transaction, as of year-end 2010 was 6.2 times (x), a significant improvement from nearly 7.6x. Fitch expects the focus of LVLT's capital structure strategy will remain on strengthening the company's overall credit profile and efficiently manage its maturity profile. LVLT reiterated a target leverage ratio of 3.0x to 5.0x. LVLT expects that the transaction will generate annualized cost synergies of approximately $340 million, including annualized capital expenditure reduction of approximately $40 million, which from Fitch's perspective is a reasonable target given the opportunity to combine network operations and migrate more data traffic on LVLT's network. LVLT expects to incur approximately $200 to $225 million of integration costs associated with the transaction. Network expense savings account for approximately 39% of the total expected cost synergies. These cost synergies are primarily related to eliminating redundant network capabilities. Approximately 49% of the expected cost synergies are from operating expense savings. From Fitch's perspective, LVLT's ability to manage the integration process and limit the disruption to the company's overall operations is key to the success of the transaction. Fitch points out that the integration of long-haul assets associated with the acquisition of Global Crossing is less complicated than an integration of an acquisition that focuses on metro-assets. Moreover the company previously has successfully integrated long-haul centric asset acquisitions. Overall, Fitch's ratings incorporate LVLT's highly levered balance sheet, its weaker competitive position and lack of scale relative to larger and better capitalized market participants. The lingering effects of the recession weakened LVLT's credit and operating profile during 2010. Fitch anticipates that the tendency for the demand for telecommunication services to lag economic recovery will likely hamper revenue growth during the first half of 2011 leading to nominal overall revenue growth for the full year and a modest improvement in LVLT's operating profile during 2011. LVLT's weaker operating performance has resulted in an erosion of credit protection metrics. For the year ended Dec. 31, 2010, leverage was approximately 7.6 times (x), a marked increase from 7.04x as of Dec. 31, 2009. Fitch expects that that LVLT's leverage metric will range between 7.4x and 7.6x as of year-end 2011. Fitch believes that LVLT's credit profile is firmly positioned within the current rating category. LVLT's liquidity position is primarily supported by cash carried on its balance sheet, which as of Dec. 31, 2010, totaled approximately $616 million ($727 million on a pro forma basis after considering the issuance of LVLT's 11.875% notes due 2019 issued in part in exchange for LVLT's 9% convertible notes due 2013, the redemption of LVLT's 5.25% convertible notes due 2011, the issuance of Level 3 Financing's notes due 2019, and the redemption of $443 million of Level 3 Financing's 9.25% senior notes due 2014). The company does not maintain a revolver and relies on capital market access to replenish cash reserves, which in Fitch's opinion limits the company's overall financial flexibility. LVLT does not have any maturities scheduled during the remainder of 2011, and 2012 scheduled maturities total approximately $299 million. From Fitch's perspective, LVLT's existing cash balance positions the company to satisfy its 2012 scheduled maturities and to fund anticipated free cash flow deficits during a period of expected weak operating performance and free cash flow generation. Considering capital market activity during the beginning of 2011, LVLT's 2013 scheduled maturities total approximately $400 million and $2.5 billion (pro forma for the $443 million redemption of Level 3 Financing's 9.25% senior notes due 2014) in 2014. As previously demonstrated, Fitch expects the company to maintain access to the capital markets and bring the scheduled maturities in line with existing liquidity resources and free cash flow expectations. Following the generation of approximately $44 million of free cash flow during 2009, the company swung to a free cash flow deficit of approximately $97 million during 2010. Based on its expectation for stable operating margins and capital intensity metrics substantially similar to those experienced during 2010, Fitch does not expect LVLT to generate positive free cash flow during 2011. Resolution of the rating watch will largely be based on Fitch's review of LVLT's capital structure and an assessment of the risks associated with and LVLT's ability to capture anticipated cost synergies. Fitch has placed these ratings on Rating Watch Positive: LVLT: IDR 'B-'; -- Senior Unsecured Notes 'CCC/RR5'. Level 3 Financing, Inc.: -- IDR 'B-'; -- Senior Secured Term Loan 'BB-/RR1'; -- Senior Unsecured Notes 'B+/RR2'. LEVEL 3: S&P Places 'B-' Corp. Credit Rating on Watch Positive -------------------------------------------------------------- Standard & Poor's Ratings Services said it placed its ratings on Broomfield, Colo.-based Level 3 Communications Inc. on CreditWatch with positive implications following the company's announcement that it would acquire Global Crossing Ltd. Level 3 operates a global communications network providing transport of voice, data, and video as well as managed services. "We also placed the 'CCC' senior unsecured issue-level ratings at Level 3 and its wholly owned subsidiary Level 3 Financing Inc. on CreditWatch with positive implications. At the same time, we placed the 'B+' senior secured issue-level ratings at Level 3 Financing on CreditWatch with developing implications, based on the company's plans to increase secured debt at this entity. We would lower the senior secured debt ratings if we do not raise the corporate credit rating on Level 3, and we revise our recovery ratings on this debt," S&P stated. Meanwhile, all ratings on Bermuda-based Global Crossing Ltd., including the 'B' corporate credit rating on the parent entity and the 'B-' corporate credit rating on its wholly owned subsidiary Global Crossing (U.K.) Telecommunications Ltd., are unchanged. "We expect the Global Crossing debt to be repaid upon the transaction's closing or soon thereafter and would expect to withdraw all ratings on Global Crossing at that time. Level 3 reported approximately $6.5 billion of total outstanding debt at Dec. 31, 2010, while Global Crossing reported consolidated debt of nearly $1.5 billion as of the same date," S&P noted. The CreditWatch action follows the announcement of a definitive agreement wherein Level 3 will acquire Global Crossing in an all- stock transaction valued at $3 billion, including the assumption of $1.1 billion of Global Crossing net debt. The transaction is subject to a number of U.S. and European regulatory approvals, and also requires approval by a majority of Level 3 shareholders. The companies expect the transaction to close before the end of 2011. "If the transaction is consummated under the terms outlined by the companies, we would expect to analytically view Global Crossing on a consolidated basis with Level 3," said Standard & Poor's credit analyst Richard Siderman. "Thus, we would expect to maintain a corporate credit rating on Level 3 and withdraw our corporate credit rating on Global Crossing Ltd. and its U.K. subsidiary. Based on current information, we believe the corporate credit rating on Level 3 would be either 'B' or 'B-' after the Global Crossing acquisition," S&P stated. Level 3 said it estimates potential annual EBITDA improvement of $300 million from operating synergies, with approximately $200 million of these benefits achieved on a run-rate basis within 18 months of closing. Level 3 estimates that close to half of the operating savings would come from reducing the amount of leased network capacity, including for termination, and putting more traffic on the combined entity's expanded network. "We expect a merger to yield some initial reduction in Level 3's debt leverage," added Mr. Siderman. (Global Crossing's debt to last-12-month EBITDA, including our adjustments, was about 4.5x at the end of 2010, compared to more than 8x for Level 3 as of the same date). However, the potential for an upgrade of Level 3 would largely depend on our view of the combined entity's business risk profile and the magnitude, timing, and achievability of operating synergies and the resultant reduction in leverage and improvement in cash flow," S&P elaborated. "In resolving the CreditWatch listing, we expect to review the companies' integration plans and the basis of their expected operating and capital spending synergies. We could resolve the CreditWatch on Level 3's corporate credit rating within the next 90 days if the outcome is an affirmation of the current 'B' corporate credit rating. An upgrade predicated on the completion of the transaction may not take place until the completion of the transaction, although we would still expect to signal our intentions within the initial 90-day review period," S&P added. LIZ CLAIBORNE: S&P Cuts Corporate Credit Rating to 'SD' ------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on New York City-based Liz Claiborne Inc. to 'SD' (selective default) from 'CC'. "At the same time, we lowered the issue rating on Liz Claiborne's 5.0% euro notes due 2013 to 'D' from 'CC'. The recovery rating on this issue remains unchanged at '6', indicating our expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. We removed both the corporate credit rating and issue-level rating on the euro notes from CreditWatch with negative implications where they were placed on March 11, 2011, following the company's tender offer announcement," S&P stated. "In addition, we have assigned our 'B-' issue-level rating to the company's new $220 million 10.5% senior secured notes due 2019. We also assigned a recovery rating on this issue of '3', indicating our expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The company is using the net proceeds of this offering primarily to fund its cash tender offer," S&P noted. The rating actions follow Liz Claiborne's April 8 settlement of its partial tender of the euro notes that was funded with proceeds from the new senior secured notes. "Under our criteria, we assess the tender offer as distressed and the completed transaction as tantamount to default," said Standard & Poor's credit analyst Jeffrey Burian. "It is our understanding that the remaining outstanding balance of the senior euro notes continue to perform, and therefore we believe there is no contractual default, nor any cross-default to other debt obligations. We expect to assign ratings reflective of the company's revised capital structure in the very near future." The issuance of the new notes will extend some of the company's debt maturities, although it's likely that Liz Claiborne remains very highly leveraged. "It is our opinion that weak consumer spending will hamper the company's ability to materially improve its operating performance over the next 12 months, but that the company will have adequate liquidity over the near term," said Mr. Burian. The 'B-' issue-level rating on the new senior secured notes is based on Standard & Poor's preliminary view of raising the corporate credit rating to 'B-' following completion of the tender offer. LOCATEPLUS HOLDINGS: Christian Williamson Resigns From Board ------------------------------------------------------------ The Board of Directors of LocatePLUS Holdings Corporation, on April 7, 2011, accepted with regret the voluntary resignation of Christian Williamson as Chairman and Director. Mr. Williamson resigned to pursue other pressing business obligations. The Board did not immediately appoint a replacement Director or Chairman. "We are sorry to lose the leadership, wise counsel and guidance of Mr. Williamson" said Ronald Lifton. "We wish him well and express our deep appreciation for his efforts." About LocatePLUS Holdings Beverly, Mass.-based LocatePLUS Holdings Corporation, through itself and its wholly-owned subsidiaries LocatePLUS Corporation, Worldwide Information, Inc., Entersect Corporation, Dataphant, Inc., and Employment Screening Profiles, Inc. are business-to- business, business-to-government and business-to-consumer providers of public information via its proprietary data integration solutions. In the Form 10-Q for quarter ended Sept. 30, 2010, the Company noted that it has sustained net losses of $639,916 and $2.8 million for the fiscal periods ended Sept. 30, 2010, and Dec. 31, 2009, respectively. The Company has an accumulated deficit of $53.9 million, a stockholders' deficit of $9.0 million and a working capital deficit of $6.3 million at Sept. 30, 2010. These factors raise substantial doubt about the Company's ability to continue as a going concern, the Company said. The Company's balance sheet at Sept. 30, 2010, showed $2.5 million in total assets, $11.5 million in total liabilities, and a stockholders' deficit of $9.0 million. LODGE AT BIG SKY: Court Wants Plan Filed by April 22 ---------------------------------------------------- Judge Ralph B. Kirscher has given The Lodge at Big Sky, LLC, and The Lodge at Big Sky Management Company, LLC, two weeks -- until April 22 -- to file a Chapter 11 plan. Judge Kirscher deferred ruling on the requests by the U.S. Trustee to dismiss the Debtors' cases or convert the cases to Chapter 7. The Court would like the opportunity to review a consolidated Chapter 11 plan to see if the Debtors' have any reasonable prospect of moving forward under the direction of Jeffrey Quackenbush, the managing member of Lodge and Management, Judge Kirscher said. In the same ruling, the Court approved the substantive consolidation of the Debtors' cases, saying they are hopelessly intertwined that it is impossible to treat Lodge and Management as two separate entities. The Court also held that First Financial Bank N.A. is entitled to adequate protection, which is Lodge's immediate payment of the past due property taxes. A copy of the Court's April 8, 2011 Memorandum of Decision is available at http://is.gd/m3lRalfrom Leagle.com. The Lodge at Big Sky, LLC, and The Lodge at Big Sky Management own and operate a 90-unit condominium hotel in Big Sky, Montana. Lodge and Management filed for Chapter 11 (Bankr. D. Mont. Case Nos. 10-62229 and 10-62230) on Sept. 14, 2010, represented by James A. Patten, Esq. -- japatten@ppbglaw.com -- at Patten, Peterman, Bekkedahl & Green, P.L.L.C. Both Debtors did not disclose total assets but reported under $10 million in debts. MAIL-SORT INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Mail-Sort, Inc. 9729 Lackman Road Lenexa, KS 66219-1207 Bankruptcy Case No.: 11-20959 Chapter 11 Petition Date: April 7, 2011 Court: United States Bankruptcy Court District of Kansas (Kansas City) Judge: Robert D. Berger Debtor's Counsel: Joanne B. Stutz, Esq. EVANS & MULLINIX PA 7225 Renner Road., Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700 E-mail: jbs@evans-mullinix.com Scheduled Assets: $585,998 Scheduled Debts: $4,714,010 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ksb11-20959.pdf The petition was signed by John E. Grauberger, Jr., president. MANITOWOC CO: Moody's Holds B2 Corp. Family Rating; Outlook Stable ------------------------------------------------------------------ Moody's Investors Service changed Manitowoc Company, Inc.'s (Manitowoc) ratings outlook to stable from negative and assigned a Speculative Grade Liquidity rating of SGL-3 indicating adequate liquidity. Concurrently, Moody's affirmed the company's B2 Corporate Family Rating (CFR) and Probability of Default Rating (PDR) as well as the company's instrument ratings. Ratings Rationale The change in rating outlook to stable from negative reflects the expectation for increased sales and higher margins in both the company's food service and crane operations in 2011. The company's food serve operations grew by 4% in 2010. Although Manitowoc's crane sales declined by 23.5% in 2010, this was a significant improvement from 2009's 41% decline. For 2011, Moody's anticipates the crane operations will stabilize further. The affirmation of the B2 CFR and PDR considers that while Manitowoc's leverage will likely remain at an elevated level for the rating category for at least the next year, Moody's anticipates that the company will generate positive free cash flow in 2011 and improve its debt coverage ratios. A primary consideration in the ratings affirmation was the company's track record of reducing debt during the downturn with cash from operations and asset sales. Manitowoc's credit profile also benefits from significant international diversification and from sales in various emerging markets that are growing faster than its domestic business. The assignment of the SGL-3 rating reflects the expectation for positive free cash flow in 2011 along with over $300 million of anticipated revolver availability on the company's $400 million revolver. Moody's anticipates a sufficient improvement in the company's credit metrics in 2011 so as to allow for meaningful room under the company's covenants. Assignments: Issuer: Manitowoc Company, Inc. (The) -- Speculative Grade Liquidity Rating, Assigned SGL-3 Outlook Actions: -- Issuer: Manitowoc Company, Inc. (The) -- Outlook, Changed To Stable From Negative Adjustments: Issuer: Manitowoc Company, Inc. (The) -- Senior Secured Bank Credit Facility Nov 6, 2013, changed to LGD2, 21 % from LGD2, 18 % -- Senior Secured Bank Credit Facility Nov 6, 2014, changed to LGD2, 21 % from LGD2, 18 % -- Senior Secured Bank Credit Facility Nov 6, 2013, changed to LGD2, 21 % from LGD2, 18 % -- Senior Unsecured Regular Bond/Debenture Nov 1, 2013, changed to LGD5, 75 % from LGD5, 73 % -- Senior Unsecured Regular Bond/Debenture Feb 15, 2018, changed to LGD5, 75 % from LGD5, 73 % -- Senior Unsecured Regular Bond/Debenture Nov 1, 2020, changed to LGD5, 75 % from LGD5, 73 % The ratings and/or outlook could be pressured if EBITA/interest expense or Debt to EBITDA materially weakened from current levels over the next few quarters or if Debt to EBITDA was not on track to decline by at least half a turn by the end of 2011. For 2010, EBITA/interest was 1.2x while debt/EBITDA was 6.8 times as adjusted by Moody's. The rating could also come under pressure if below-expectation performance resulted in meaningful tightness under its covenants. The rating outlook could be changed to positive if leverage was expected to improve to under 5x in the next twelve months and was expected to continue to improve. EBITA coverage of interest of over 2 times that was deemed to be improving would also support positive ratings traction. A meaningful rebound in the domestic construction market would also be supportive of positive ratings action. Moody's last rating action on Manitowoc was on October 13, 2010, when Moody's assigned a B3 rating to Manitowoc's $600 million of senior unsecured notes. Moody's affirmed the company's B2 corporate family rating (CFR) and probability of default rating (PDR). The principal methodologies used in rating Manitowoc Company Inc. were Global Manufacturing Industry published in December 2007, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found on Moody's website. The Manitowoc Company, Inc., headquartered in Manitowoc, WI, is a diversified global manufacturer supporting the construction and foodservice end markets. Revenues for 2010 were approximately $3.1 billion. MARCHFIRST INC: Court Sustains Objection to CIT Admin. Claims ------------------------------------------------------------- Bankruptcy Judge A. Benjamin Gojdgar ruled on (1) the motion for summary judgment filed by Andrew J. Maxwell, the chapter 7 trustee in the case of marchFirst, Inc. and its affiliates, on his supplemental objections to two amended requests for payment of administrative expenses filed by CIT Communications Finance Corporation, (2) CIT's cross-motion for summary judgment on its amended requests, and (3) CIT's motion to compel payment of both its original and amended requests. CIT asks to be compensated for millions of dollars in telecommunications equipment it leased to some of the debtors, equipment it says Maxwell never returned. Mr. Maxwell objects on two grounds: (1) the amended requests are untimely; and (2) the amended requests are barred under the doctrine of claim preclusion. Judge Gojdgar said Mr. Maxwell is right on both grounds. Accordingly, the Chapter 7 Trustee's supplemental objections are sustained, and his motion for summary judgment is granted. CIT's cross-motion for summary judgment on the amended requests is denied, and the motion to compel payment is denied to the extent it relates to the amended requests. CIT leased telecommunications equipment pre-petition to marchFirst. A copy of the Court's April 11, 2011 Amended Memorandum Opinion is available at http://is.gd/f7cBsOfrom Leagle.com. About marchFirst Based in Chicago, Illinois, marchFirst, Inc., was an Internet professional services provider. marchFirst and its debtor- affiliates filed for Chapter 11 protection (Bankr. D. Del. Case Nos. 01-01381; 01-01383 through 01-01403) on April 12, 2001, listing $789,286,000 in total assets and $427,482,000 in total liabilities. On April 26, 2001, the cases were converted to Chapter 7 and transferred to the Northern District of Illinois (Bankr. N.D. Ill. Case No. 01-24742). Andrew J. Maxwell, Esq., was appointed Chapter 7 trustee to oversee the liquidation of the Debtors' estate, and is represented by Steven S. Potts, Esq., and Kathleen M. McGuire, Esq., at Maxwell and Potts, LLC. MARVKY CORP: Amends Plan Outline Ahead of Tomorrow's Hearing ------------------------------------------------------------ Marvky Corporation submitted to the U.S. Bankruptcy Court for the District of Texas an amended disclosure statement explaining a Chapter 11 plan of reorganization on April 1, 2011. Marvyk filed the original version of the Plan and the Disclosure Statement on Feb. 1, 2011. But the Court on March 17 expressed concerns regarding the Disclosure Statement. The Disclosure Statement, as amended April 1, 2011, explains that the Plan is based on selling Maryland Lakes, which was accomplished on March 28, 2011 resulting in the satisfaction of most debts secured by Maryland Lakes. The Plan also contemplates repairing Hammerly Walk, continuing to operate the property making monthly interest payments to Fannie Mae and within 18 months refinancing the property. The creditors who hold claims secured by Hammerly Walk will be paid in full in connection with the refinancing of the property. The unsecured creditors will be paid in-full over 60 months. The Plan designates four Classes of Claims. The first class encompasses administrative claims. Generally, these claims are the claims of the professionals assisting the Debtor, and fees which are to be paid to the US Trustee's office in connection with the Chapter 11 proceeding. These allowed administrative claims will be paid on the Effective Date or upon approval of the professional fees by the Bankruptcy Court. Class Two is made up of the various claims against the Debtor which are secured by the real or personal property of the Debtor. Generally the secured claims are made up of the amounts due Fannie Mae, certain taxing authorities and potentially certain parties asserting M&M Liens. With regard to Class 2(a), secured tax claims, those related to Maryland Lakes were paid-in full in connection with the sale of Maryland Lakes. The secured tax claims related to Hammerly Walk, will be paid with the funds available in the Tax Escrow account. Class 2(b) is comprised on Fannie Mae's secured claim. The portion of the Fannie Mae claim related to Maryland Lakes, subject to resolution of some fees and charges, has been mostly satisfied from the sales proceeds. Principal and contract interest of $112,000 remains unpaid after the closing, but there remains $284,000 in "holdback" funds. To the extent that an amount remains due under the Maryland Lakes Note after resolution of the disputes related to fees and charges connected with the sale of Maryland Lakes, the amount will be added to the principal due on the Hammerly Walk Note. The principal and interest due on the Hammerly Walk Note and other charges (if any) on the Effective Date will be the secured claim of Fannie Mae. The Reorganized Debtor will pay Fannie Mae in equal monthly installments interest only payments on Fannie Mae's secured claim at 4.5% for 18 months. After 18 months, the Hammerly Walk Note will mature and the full principal and any accrued, but unpaid interest, will be due. If, as the Debtor anticipates, the Hammerly Walk Note is refinanced during the 18 month period, the Hammerly Walk Note will be paid when the property is refinanced. Lastly with regard to Class 2, various creditors have filed purported M&M Liens and similar claims, to the extent they are secured claims, comprise Class 2(c). The Debtor believes that many of these claims were paid in full or part pre-petition or that the purported lien had expired pursuant to state law. To the extent the claims are Allowed Secured Claims, they will be paid in full as provided in Class Four, or if sooner, in connection with the refinance of Hammerly Walk. Class Three provides for payment of certain priority unsecured claims for employee compensation and claims by the Texas Workforce Commission and the US Treasury Department (IRS). The Debtor does not believe any amounts are due for employee compensation or for priority unsecured tax claims. However, to the extent amounts are due, they will be paid in full on the Effective Date or once Allowed. Allowed unsecured claimants comprise Class Four. The general unsecured creditors will be paid in full by the Debtor, pro-rata, over 60 months. Payments will begin approximately two and a half months after the Effective Date. Included within Class Four (4) are the claims of CNC, the management company providing certain services to the Debtor, and CNC Developers. CNC's Claim will first be off-set by the amounts advanced to CNC pre-petition. After this off-set, CNC and CNC Developer's claims will be included with the General Unsecured Creditor Claims. The Court has set a hearing for 11:00 a.m. on April 14, 2011 to consider approval of the Amended Disclosure Statement. A copy of the Amended Disclosure Statement is available for free at http://bankrupt.com/misc/MARVKYCORP_AmDS.pdf About Marvky Corporation Houston, Texas-based Marvky Corporation develops, manages and leases two apartment complexes, one in Houston Texas, Hammerly Walk, and one in Phoenix Arizona, Maryland Lakes. The Company filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 10- 37786) on Sept. 6, 2010. John Akard, Jr., Esq., at John Akard Jr. P.C., represents the Debtor. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million. MARVKY CORP: Fannie Mae Cash Collateral Use Expires Tomorrow ------------------------------------------------------------ At a March 17, 2011 hearing held before the U.S. Bankruptcy Court for the District of Texas, Fannie Mae orally agreed to extend its consent for Marvky Corporation to the use of cash collateral. The use of cash collateral is extended to April 14, 2011. About Marvky Corporation Houston, Texas-based Marvky Corporation develops, manages and leases two apartment complexes, one in Houston Texas, Hammerly Walk, and one in Phoenix Arizona, Maryland Lakes. The Company filed for Chapter 11 protection on September 6, 2010 (Bankr. S.D. Tex. Case No. 10-37786). John Akard, Jr., Esq., at John Akard Jr. P.C., represents the Debtor. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million. MERCER BUILDING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Mercer Building & Design, Inc. fdba Beaufort Building & Realty, Inc. Traditional Farms, LLC Mercer Building Company 106-B Professional Park Drive Beaufort, NC 28516 Bankruptcy Case No.: 11-02716 Chapter 11 Petition Date: April 7, 2011 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 E-mail: efile@stubbsperdue.com Scheduled Assets: $5,102,598 Scheduled Debts: $2,927,543 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/nceb11-02716.pdf The petition was signed by Gary A. Mercer, president. METRO ENERGY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Metro Energy Group, Inc. 1500 N. Market Street, Suite B-106 Shreveport, LA 71107 Bankruptcy Case No.: 11-10851 Chapter 11 Petition Date: April 7, 2011 Court: United States Bankruptcy Court Western District of Louisiana (Shreveport) Judge: Stephen V. Callaway Debtor's Counsel: Julia E. Blewer, Esq. DAVIDSON, JONES & SUMMERS, APLC 509 Market St., Suite 800 Shreveport, LA 71101 Tel: (318) 424-4342 Fax: (318) 226-0168 E-mail: jblewer@djslawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/lawb11-10851.pdf The petition was signed by James R. Holcomb, vice president. METROLINA PROPERTIES: Case Summary & Creditors List --------------------------------------------------- Debtor: Metrolina Properties Limited Partnership 1341 E. Morehead Street, Suite 201 Charlotte, NC 28204 Bankruptcy Case No.: 11-30948 Chapter 11 Petition Date: April 8, 2011 Court: U.S. Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: Andrew T. Houston, Esq. HAMILTON MOON STEPHENS STEELE & MARTIN 201 South College Street, Suite 2020 Charlotte, NC 28244 Tel: (704) 227-1072 Fax: (704) 344-2278 E-mail: ahouston@lawhms.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ncwb11-30948.pdf The petition was signed by Ronald J. Withrow, manager of Withrow Capital Investments, LLC, general partner. MICHAEL MASTRO: Trustee Seeks Court Order to Get Medical Records ---------------------------------------------------------------- Eric Pryne at the Seattle Times reports that the Chapter 11 trustee James Rigby questioned whether Michael R. Mastro, former Seattle real-estate magnate, remains incapacitated, and suggested secrecy over his medical condition may be part of a plan to delay or disrupt an upcoming trial. According to the report, Mr. Mastro, who was pushed into Washington's largest bankruptcy ever in July 2009, suffered a severe head injury in a fall at his Palm Springs home in early February and was deemed incapable of managing his affairs. Mr. Rigby's lawyers asked U.S. Bankruptcy Judge Marc Barreca to order Mastro and his wife, Linda, to turn over all his medical records since his fall. Former state Supreme Court Justice Faith Ireland offered to turn over the medical records she possesses. Spencer Hall said Mr. Rigby also wants any records she doesn't have. The Seattle Times relates that Ms. Ireland filed with the court a short note from Mastro's doctor, indicating he "is medically not stable to attend any court-related issues at this time." Based on that, Ms. Ireland said, Mr. Mastro still needs a guardian. Mr. Rigby's lawyers called the note "ambiguous." Mr. Rigby has filed a lawsuit seeking to recover millions from Mastro and others. The trial, originally scheduled to start last month, was delayed because of Mr. Mastro's injury. About Michael R. Mastro Michael R. Mastro began working as a real estate lender and developer in 1965. Mr. Mastro, doing business as Mastro Properties, owned and developed residential, multi-family, and commercial real estate. Mr. Mastro's development projects included residential subdivisions, apartment or condominium complexes, warehouses, and office buildings. Mr. Mastro also made real estate secured loans to borrowers who could put up real property for collateral. On July 10, 2009, three banks, Columbia Bank, First Sound Bank, and Venture Bank, filed an involuntary chapter 7 bankruptcy petition against Mastro. Initially, Mastro challenged the basis for the filing of the petition. However, in August 2009, Mastro consented to the bankruptcy petition. Mastro's bankruptcy filings list total assets of approximately $250 million and total liabilities of more than $550 million. The Securities Administrator of the State of Washington has alleged that Mr. Mastro violated the Securities Act of Washington. Among other things, when offering and selling the promissory note investments, Mr. Mastro caused some investors to believe that their investments would be secured by life insurance policies that had Mastro as the insured. Mr. Mastro failed to disclose to investors that the life insurance policies were not assigned to the investors and that the policies did not name the investors as beneficiaries, so the investors had no protected security interest in the life insurance policies. MILACRON HOLDINGS: S&P Puts 'B' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Rating Services said it has assigned its preliminary 'B' corporate credit rating to Ohio-based Milacron Holdings Inc. (Milacron) (Milacron) and preliminary 'B' issue- level rating to Milacron LLC's (a wholly owned subsidiary of Milacron) proposed $140 million senior secured term loan due 2017. The preliminary recovery rating on this debt is '3', indicating our expectation of average recovery (50%-70%) in a default scenario. The outlook is stable. "The preliminary ratings reflect the highly competitive and cyclical nature of the plastics-processing machinery industry in which the company operates, as well as the company's weak, though recently improved, margin profile," said Standard & Poor's credit analyst Gregoire Buet. "We expect that currently positive demand trends should enable the company to gradually improve its financial metrics following its proposed return of capital to its shareholders. We view the company's business risk profile as vulnerable, despite its well-established market position in North America and India. This more than offsets credit measures that, pro forma for the transaction, will be somewhat stronger than our expectations for the rating. Nonetheless, we consider the financial profile to be aggressive." The company experienced improving demand in 2010 from very low levels in 2009. Higher volumes and cost-reduction measures (including workforce reductions, significantly reduced pension costs, and sourcing and shifting of manufacturing capabilities to low-cost countries) have contributed to bolstered profitability. Its adjusted operating margins (before depreciation and amortization) in the high-single-digit range in 2010 remain below average, however, reflecting varying profitability levels. "We consider the profitability of the company's North American operations as average but its European operations are weaker; the industrial fluid business, conversely, earns attractive margins. Milacron operates a moderately high fixed-cost manufacturing business. It should, therefore, benefit from higher volumes, but the highly competitive nature of the industry will, in our view, likely limit the scope of potential margin expansion. The company is also exposed to volatile raw material costs (including steel) which can pressure margins," S&P related. "The outlook is stable. We expect the company's operating performance to improve in 2011 amid gradual recovery in key markets and in demand for plastics machinery. The preliminary ratings incorporate our expectation of revenue growth in the low teens in 2011 along with adjusted operating margins (before depreciation and amortization) expanding modestly towards 10%. This should lead to gradually strengthening credit measures, towards levels that are comfortable for the rating, including debt to EBITDA improving to less than 3x, thus providing some flexibility for weaker-than-expected operating performance or small acquisitions," S&P noted. "We could lower the ratings," Mr. Buet continued, "if adjusted debt to EBITDA weakens to more than 5x for an extended period, since this could also affect liquidity, and headroom over financial covenants would likely become limited. This could happen because of weaker demand and deteriorating capacity utilization among plastic producers, higher costs pressuring margins towards 5%, or significant debt-financed activities. On the other hand, if the intermediate-term outlook for Milacron's operating performance remains supportive, its credit measures are sustained at less than 3x adjusted debt to EBITDA, and its liquidity and financial policies support a higher rating, we could, over time consider a one-notch upgrade." MILLENNIUM MULTIPLE: Has OK to Hire Robert Goldstein as Auditor --------------------------------------------------------------- Millennium Multiple Employer Welfare Benefit Plan obtained authorization from the Hon. T.M. Weaver of the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Robert D. Goldstein, CPA, as auditor. As reported by the Troubled Company Reporter on March 17, 2011, the Debtor sought court authorization to hire Mr. Goldstein to perform his services in order to comply with the required reporting obligation. Mr. Goldstein will be paid $61,000 for his services. 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. MORAR INC: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------- Debtor: MORAR, Inc. dba INN at Mulberry Grove 101 O'Leary Road Port Wentworth, GA 31407 Bankruptcy Case No.: 11-40744 Chapter 11 Petition Date: April 7, 2011 Court: United States Bankruptcy Court Southern District of Georgia (Savannah) Debtor's Counsel: James L. Drake, Jr. JAMES L. DRAKE, JR., P.C. P.O. Box 9945 Savannah, GA 31412 Tel: (912) 790-1533 E-mail: jdrake7@bellsouth.net Scheduled Assets: $937,927 Scheduled Debts: $2,275,703 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gasb11-40744.pdf The petition was signed by Anand K. Morar, CEO. N.J. MOTORSPORTS: TrackRacket Offers to Settle Lawsuit ------------------------------------------------------ Jason Laday at the News of Cumberland County reports that representatives from anti-noise group TrackRacket have forwarded an offer to the New Jersey Motorsports Park that they would "settle" all remaining claims in their lawsuit against the track. According to the report, details on the offer were scant, as TrackRacket attorney Oliver Griffin did not return a message left at his Philadelphia office. NJMP General Manager Brad Scott stated he has not had a chance to speak with the park's attorney regarding the offer. TrackRacket founder Michelle Post agreed to give a summary. The report relates that the anti-noise group's three-count suit against the track accuses NJMP officials of misleading residents regarding noise that would result from races and events. It also alleges the park's economic benefits to the city were overstated by NJMP officials during the project's planning stages. The suit lists as its aim the curbing of further "noise-generating developments" at the track, as well as forcing limitations on current decibel levels. The plaintiffs are also seeking compensatory damages against the park for any drop in their property values, notes Mr. Laday. About New Jersey Motorsports Millville, New Jersey-based New Jersey Motorsports Park, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 11-16752) on March 7, 2011. Nella M. Bloom, Esq., at Cohen Seglias Pallas Greenhall & Furman, PC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $100,001 to $500,000 and debts at $10 million to $50 million. Affiliates New Jersey Motorsports Park Operating Company, LLC (Bankr. D. N.J. Case No. 11-16772), New Jersey Motorsports Park Development Association (Bankr. D. N.J. Case No. 11-16776), and New Jersey Motorsports Park Urban Renewal, LLC (Bankr. D. N.J. Case No. 11-16778) filed separate Chapter 11 petitions on March 7, 2011. NOVELOS THERAPEUTICS: Completes Acquisition of Collectar -------------------------------------------------------- Novelos Therapeutics, Inc., has completed its acquisition of Cellectar, Inc., a Wisconsin-based drug development company, in a stock-for-stock transaction. Cellectar shareholders received as consideration shares of Novelos common stock constituting approximately 85% of the outstanding shares of Novelos common stock post-acquisition, or 17,001,638 shares of Novelos common stock, after giving effect to a 1 for 153 reverse stock split effected by Novelos following the close of market on April 8, 2011. Immediately following the acquisition, Novelos sold units consisting of an aggregate of 6,846,537 shares of its common stock and warrants to purchase an aggregate of 6,846,537 shares of its common stock, for gross proceeds of $5,134,903. Each unit consists of one share of common stock at $0.75 per share and a warrant to purchase one share of common stock. The warrants have an exercise price of $0.75 per share and expire in March 2016. The financing was led by Venture Investors LLC with participation from existing and new investors. The Company paid aggregate cash fees of $450,000 to financial advisors in connection the acquisition, and placement agent fees consisting of $200,000 in cash and a warrant to purchase 192,931 shares of common stock, at an exercise price of $0.75 per share, in connection with the financing. The units and the shares issued in connection with the acquisition were issued in private placements pursuant to exemptions under Regulation D of the Securities of Act of 1933. None of the securities have been registered under the Securities Act of 1933, as amended, or any state securities laws. Novelos has agreed to register the resale of the shares of common stock, and the shares of common stock issuable upon exercise of warrants, issued in the private placement under the Securities Act of 1933, as amended. Novelos will continue to develop Cellectar's three novel cancer- targeted compounds, which are selectively taken up and retained in cancer cells (including cancer stem cells) versus normal cells. COLD, a cancer-targeted chemotherapy that the Company expects to enter clinical trials late in 2012, works primarily through Akt inhibition. HOT is a small-molecule, broad-spectrum, cancer- targeted radiopharmaceutical that delivers radiation directly and selectively to cancer cells and cancer stem cells. The Company believes HOT has first-in-class potential, and we expect it to enter a Phase 1b dose escalation trial in the third quarter of this year and Phase 2 trials in mid-2012 in monotherapy for solid tumors with significant unmet medical need. LIGHT is a small- molecule cancer imaging agent. The Company believes LIGHT also has first-in-class potential and expect it to enter Phase 1/2 clinical trials middle of this year. "We are very excited to develop COLD, HOT and LIGHT, our three novel cancer-targeted compounds that we believe will represent a paradigm shift in finding, treating and following cancer," said Harry Palmin, President and CEO of Novelos. "We expect this initial financing to provide us with capital into the fourth quarter, during which time we expect clinical progress with LIGHT and HOT and begin work on an IND for COLD." "In order to elicit a long-term therapy benefit in cancer, it is rapidly becoming clear that the next generation of anticancer agents will need to address tumor heterogeneity including the stem cell component. Our diapeutic tumor selective delivery platform is designed and we believe uniquely poised to accomplish this in an extremely wide variety of cancers," said Jamey Weichert, Ph.D., Founder of Cellectar and Chief Scientific Officer of Novelos. Effective immediately, Novelos will trade under symbol NVLTD for twenty trading days to reflect the post-split price. On May 6, 2011, Novelos' trading symbol will revert to NVLT. Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman & Renshaw Capital Group, Inc., acted as the strategic advisor and exclusive placement agent for this transaction. XMS Capital Partners, LLC acted as the strategic advisor to Cellectar, Inc. About Novelos Therapeutics Newton, Mass.-based Novelos Therapeutics, Inc. (OTC BB: NVLT) -- http://www.novelos.com/-- is a biopharmaceutical company developing oxidized glutathione-based compounds for the treatment of cancer and hepatitis. The Company's balance sheet at Sept. 30, 2010, showed $3.49 million in total assets, $6.36 million in total current liabilities, $375,000 in commitments and contingencies, $13.77 million in redeemable preferred stock, and a stockholders' deficit of $17.01 million. Stockholders' deficit was $16.1 million at June 30, 2010. As reported in the Troubled Company Reporter on April 8, 2010, Stowe & Degon LLC, in Westborough, Mass., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted of the Company's continuing losses and stockholders' deficiency at Dec. 31, 2009. PAETEC HOLDING: Moody's Puts 'Ba3' Rating on Credit Facilities -------------------------------------------------------------- Moody's Investors Service assigned Ba3 (LGD2 - 24%) ratings to PaeTec Holding Corp.'s proposed $225 million senior secured credit facilities, comprised of a $125 million 5-year revolving credit and a $100 million 7-year term loan. The company will use the net proceeds from the term loan borrowings to repay outstandings under the existing $50 million revolving credit facility and to fund the roughly $60 million needed to close the Xata Technologies acquisition, as well as for general corporate purposes. At closing of the new credit facilities, Moody's will withdraw its ratings for the existing $50 million revolving credit. As part of the rating action, Moody's affirmed the company's existing ratings, including the B2 corporate family rating. The rating outlook remains negative. Assignments: Issuer: PAETEC Holding Corp. -- $100Mln Sr Secured Term Loan due 2018 Ba3 (LGD2-24%) -- $125Mln Sr Secured Revolver due 2016 Ba3 (LGD2-24%) Ratings Rationale PAETEC's B2 corporate family rating broadly reflects the company's high financial leverage and modest free cash flow, compounded by the challenge to turn around and integrate the acquired Cavalier properties amid the revenue declines at Cavalier's non-fiber businesses. In addition, the rating reflects Moody's view that the operating environment for CLECs will continue to be difficult. Moody's notes that PAETEC's revenues have stabilized after declining over the past 24 months as the economy is showing signs of a slow recovery. Ratings continue to be supported, nonetheless, by PAETEC's operating scale as proforma for the Cavalier acquisition it will become the largest CLECs operator in the US, and benefits from the potential for the Company to drive its cost structure lower by migrating traffic onto its expanding fiber network and providing a platform for greater product diversity by utilizing its long-haul and metro fiber assets. PAETEC's SGL-2 rating reflects Moody's view that it should maintain good liquidity over the coming 12 months. Moody's projects that proforma for the new credit facilities the company had over $105 million in cash as of 12/31/10 and full access to its $125 million revolver. What Could Change the Rating Up Upward rating consideration could be warranted if the Company maintains Debt-to-EBITDA leverage below 2.5x, either through better-than-expected operating performance or from debt reduction, and free cash flow-to-debt exceeds 10% on a sustainable basis. Ratings and/or the rating outlook may be revisited if competitive and regulatory dynamics lead to a greater degree of stability in the competitive telecommunications industry that could be driven by continuing consolidation. As a result, Moody's will look for signs of firmness in pricing terms, improving financial metrics, solid liquidity position, stability of cash flows, diminishing capital expenditures and growth through prudent acquisitions. What Could Change the Rating Down Downward rating pressure could develop if the Company does not show improvement in its operating performance and adjusted Debt/EBITDA leverage remains elevated above 4.0x by year-end 2011 and there is an ongoing deterioration in free cash flow generation. Ratings could also come under pressure if changes in the competitive and/or regulatory environment threaten PAETEC's ability to sustain its EBITDA margins at current levels. The principal methodology used in this rating was Moody's Global Telecommunications Industry, published Decemeber 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA, published June 2009. Headquartered in Fairport, NY, Paetec is a competitive telecommunications provider and generated over $1.6 billion in revenues in 2010. PAETEC HOLDING: S&P Puts 'B' Rating on Proosed Credit Facility -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned a 'B' issue- level rating and '3' recovery rating to Fairport, N.Y.-based competitive local exchange carrier (CLEC) PAETEC Holding Corp.'s proposed $225 million senior secured credit facility, which includes a $100 million term loan B due 2018 and a $125 million revolver due 2016. "The '3' recovery rating indicates our expectation for meaningful (50% to 70%) recovery in the event of default," S&P stated. The company intends to use the term loan proceeds to fund the $61 million acquisition of Tulsa, Okla.-based XETA Technologies Inc., repay the $25 million outstanding on its current revolver (which the new revolver would replace), and pay related fees and expenses. "At the same time, we affirmed all other ratings on PAETEC, including the 'B' corporate credit rating. The outlook is stable. Total debt outstanding, pro forma for the transaction, will be about $1.55 billion," S&P related. "We expect the transaction to have a minimal effect on leverage and for credit measures to remain consistent with our assumptions for the financial risk assessment and the rating," said Standard & Poor's credit analyst Michael Senno. Pro forma for the transaction and all acquisitions, total debt to EBITDA increases to 4.9x from 4.8x before the transaction as of Dec. 31, 2010. Our leverage calculation includes the present value of operating leases and minimum telecommunications purchase commitments," S&P stated. PATRICK JOSEPH: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Patrick Joseph & Associates, Inc. P.O. Box 1292 Cornelius, NC 28031 Bankruptcy Case No.: 11-30931 Chapter 11 Petition Date: April 7, 2011 Court: U.S. Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: Travis W. Moon, Esq. HAMILTON MOON STEPHENS STEELE MARTIN 2020 Charlotte Plaza 201 S. College Street Charlotte, NC 28244-2020 Tel: (704) 344-1117 E-mail: tmoon@lawhms.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 18 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ncwb11-30931.pdf The petition was signed by Michael P. Shalvoy, vice president. PECAN SQUARE: Section 341(a) Meeting Scheduled for May 10 --------------------------------------------------------- The U.S. Trustee for Region 15 will convene a meeting of Pecan Square, Ltd., a California Limited Partnership's creditors on May 10, 2011, at 9:00 a.m. The meeting will be held at the Office of the U.S. Trustee, 402 W. Broadway (use C Street Entrance), Suite 1360, Hearing Room B, San Diego, California. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Dallas, Texas-based Pecan Square, Ltd., a California Limited Partnership, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 11-05359) on March 31, 2011. Illyssa I. Fogel, Esq., at the Law Office of Illyssa I. Fogel, 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. PHOENIX FOOTWEAR: Voluntarily Delists From NYSE Amex ---------------------------------------------------- As part of the efforts of Phoenix Footwear Group, Inc., to reduce its public company reporting cost, it voluntary delisted from the NYSE Amex in March 2011 and is planning to deregister with the Securities and Exchange Commission under the Securities Exchange Act of 1934. These plans included the reduction in the size of its Board of Directors from seven to three directors. In connection with these plans, on April 4, 2011, directors, Gregory M. Harden, John C. Kratzer, Wilhelm Pfander and Kevin G. Wulff have concurrently resigned from the Company's Board of Directors. 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. PHOENIX UPHOLSTERING: Case Summary & 17 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Phoenix Upholstering & Refinishing, Inc. 1165 NW 55th St. Fort Lauderdale, FL 33309 Bankruptcy Case No.: 11-19609 Chapter 11 Petition Date: April 8, 2011 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: David W. Langley, Esq. 8551 W Sunrise Blvd #303 Fort Lauderdale, FL 33322 Tel: (954) 356-0450 Fax: (954) 356-0451 E-mail: dave@flalawyer.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb11-19609.pdf The petition was signed by Oscar Flores. PROTEONOMIX INC: Files New Patent Application for New Technology ---------------------------------------------------------------- Proteonomix, Inc., has filed a provisional patent application in anticipation of commencement of its initial clinical trial of a drug combination thought to extend life expectancy for a class of terminally ill patients awaiting liver transplants. Based upon the Company's previously announced exclusive license agreement to develop Mobilization of Bone Marrow Stem Cells Technology (UMK-121), the Company has filed a patent application covering mobilization of non-hematopoietic stem cells for applications in regenerative medicine. Planning for the first clinical trial has been initiated and the Company expects to commence the trial in 2011. If successful, such a trial will be a critical step toward proving the efficacy of the technology upon which the application was filed and key to further development of the company's portfolio of stem cell treatments. Ian McNiece, Chief Scientific Officer of Proteonomix, noted, "The filing of this patent application strengthens the intellectual portfolio of the company and paves the way forward for initiation of phase I trials of this technology. We believe this mobilization technology has extensive potential to facilitate cellular repair in a number of diseases and will be key focus for Proteonomix moving forward." Michael Cohen, Proteonomix, Inc. CEO, stated: "We are methodically developing this new technology. Our initial targeted patients for this new therapy will be those who are suffering from End Stage Liver Disease ("ESLD"). We are currently seeking to partner with a medical facility to assist us with the future growth of this technology." About Proteonomix Inc. Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/-- is a biotechnology company focused on developing therapeutics based upon the use of human cells and their derivatives. The Company reported a net loss applicable to common shares of $3.47 million on $83,321 of sales for the year ended Dec. 31, 2010, compared with a net loss applicable to common shares of $3.86 million on $141,647 of sales during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $3.65 million in total assets, $7.09 million in total liabilities and $3.44 million in total stockholders' deficit. KBL, LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditor noted that the Company has sustained significant operating losses and is currently in default of its debt instrument and needs to obtain additional financing or restructure its current obligations. PURADYN FILTER: Incurs $1.57 Million Net Loss in 2010 ----------------------------------------------------- Puradyn Filter Technologies Incorporated filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $1.57 million on $3.10 million of net sales for the year ended Dec. 31, 2010, compared with a net loss of $2.07 million on $1.91 million of net sales during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.25 million in total assets, $7.85 million in total liabilities and $6.60 million in total stockholders' deficit. Webb and Company, P.A., in Boynton Beach, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditors noted that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets, and it has relied on cash inflows from an institutional investor and current stockholder. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/APbKhg About Puradyn Filter Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures, markets and distributes worldwide the puraDYN(R) bypass oil filtration system for use with substantially all internal combustion engines and hydraulic equipment that use lubricating oil. QR ENERGY: Delays Filing of Annual Report on Form 10-K ------------------------------------------------------- QR Energy, LP, announced that it will be delaying the filing of its annual report on Form 10-K. On March 31, 2011, QRE filed a Form 12b-25, Notification of Late Filing, with the Securities and Exchange Commission with regard to its Annual Report on Form 10-K for the year ended Dec. 31, 2010. At the time of the filing, QRE anticipated and expected that it would still be in position to file its Form 10-K with the SEC within the 15 day extension period provided in Form 12b-25. However, because of unanticipated delays in the preparation of its financial statements required to be included in Form 10-K, QRE anticipates that it will no longer be able to file its Form 10-K within the 15 day extension period. Therefore, QRE anticipates filing an amendment to its initial Form 12b-25 filing on April 13, 2011. While QRE requires additional time to complete its Form 10-K filing, QRE does not expect any material changes to the financial results provided in QRE's earnings release dated March 31, 2011. QRE has obtained a waiver from its lenders under its credit facility for a 30-day period with regard to its covenant to provide annual audited financial statements to the administrative agent under the facility by March 31, 2011 or, in the case of a 12b-25 extension, April 15, 2011. QRE will file its 2010 annual report on Form 10-K after its audit has been completed and the information required to be included in Form 10-K has been fully compiled, disseminated and reviewed by management and its Board of Directors. About QR Energy QR Energy, LP -- http://www.qrenergylp.com/-- is a publicly traded partnership engaged in the acquisition, production and development of onshore crude oil and natural gas properties in the United States. QR Energy is headquartered in Houston, Texas. QR PROPERTIES: Court Denies Access to $250,000 DIP Financing ------------------------------------------------------------ Judge Melvin S. Hoffman of the United States Bankruptcy Court for the District of Massachusetts signed an order on March 31, 2011, denying a motion filed by QR Properties, LLC for authority to enter into a postpetition financing arrangement. In its motion filed on March 25, 2011, QR Properties explained to the Court that it essentially has no funds and would need to raise as much as $25,000 to pay engineering costs, among other things. Brie Consulting Corp., Gloria Palmer, Trustee Palmer Family Trust, Lia Grasso, M.F. Rolla, Peabody Family Investments, LLC, Phillip Miller and William McPherson have agreed to lend up to $250,000 to the Debtor. The Lenders are members of the Debtor and Junior Lien Holders. The proposed Postpetition Loan will accrue interest at a rate of 5% per annum and will be due and payable upon earliest to occur of the effective date of any confirmed plan in the Chapter 11 case, the date of any conversion of the case to Chapter 7 or dismissal of the case, or October 1, 2011. Templeton, Massachusetts-based QR Properties, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10- 45514) on Nov. 3, 2010. Joseph G. Butler, Esq., at Barron & Stadfeld, P.C., assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. QR PROPERTIES: Files Chapter 11 Plan of Reorganization ------------------------------------------------------ QR Properties, LLC submitted to Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts a Plan of Reorganization and explanatory Disclosure Statement. The Plan is premised on the Debtor's sale of a real property known as The Residences of Quail Ridge at 354 B Great Road and Skyline Drive, Acton, Massachusetts and the related buildings and improvements to Pulte Homes of New England, LLC, free and clear of all liens, for $7,350,000. The premises contain approximately 156 acres and include an 18-hole golf course. An agreement between the Debtor and Pulte Homes contemplates the conversion of the golf course to a nine-hole course and the construction and ultimate sale by Pulte Homes of 174 housing units on the Premises. The Additional Purchase Price is to be generated by the sale of the housing units in accordance with a formula set forth in the Agreement. The sale will be approved pursuant to Section 363(b) and (f) of the Bankruptcy Code. The Base Purchase Price and the Additional Purchase Price will be used to fund the Plan. Michael F. Rolla will continue to serve as the manager of the Reorganized Debtor. The Reorganized Debtor will, in accordance with the Agreement, operate the golf course and will collect the Additional Purchase Price and act as the disbursing agent under the Plan. Treatment of Claims Holders of Class One Allowed Priority Non-Tax Claims will be paid 100% of the unpaid amount of their claims in Cash. Class One is not impaired and is deemed to have voted to accept the Plan. Class Two claims consisting of the claim of the Town of Acton, will be paid 100% of the unpaid amount of the Allowed Claim in Cash from the Base Purchase Price on the Sale of the Premises. Class Two is not impaired and is thus not entitled to vote on the Plan. Class Three claims consist of Webster Bank's secured claim. The Plan provides for payment of the secured portion of Webster Bank's claim by payment of the balance of the Base Purchase Price, after payment of the Secured Claim of the Town of Acton, to Webster Bank on account of its secured claim. The Plan further provides that, the balance of any amount of Webster Bank's claim will be deemed under secured and to be a general unsecured claim and will receive the same treatment as all other Allowed general unsecured Claims. Class Three is impaired and is therefore entitled to vote on the Plan. Holders of Class Four Allowed General Unsecured Claims will receive their share of Available Cash of the Debtors. Holders of Class Five Interests in the Debtor will not receive any distributions on account of those Interests. Holders of Interests in Class 5 will be deemed to have rejected the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/QRProperties_DS.pdf Disclosure Statement Hearing Scheduled for Apr. 28 Judge Hoffman will consider adequacy of the Disclosure Statement on April 28, 2011. Objections to the Disclosure Statement will be filed no later than April 19. About QR Properties Templeton, Massachusetts-based QR Properties, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10- 45514) on Nov. 3, 2010. Joseph G. Butler, Esq., at Barron & Stadfeld, P.C., assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. QWEST COMMUNICATIONS: FMR LLC Discloses 0.439% Equity Stake ----------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed that they beneficially own 7,747,720 shares of common stock of Qwest Communications International Incorporated representing 0.439% of the shares outstanding. On March 15, 2011, 1,766,533,453 shares of Qwest common stock were outstanding. About Qwest Based in Denver, Colorado, Qwest Communications (NYSE: Q) -- http://www.qwest.com/-- offers residential customers a new generation of fiber-optic Internet service, high-speed Internet solutions, as well as digital home phone, wireless service available through Verizon Wireless and DIRECTV services. Qwest is also the choice of 95% of Fortune 500 companies, offering a full suite of network, data and voice services for small businesses, large businesses, government agencies and wholesale customers. Additionally, Qwest participates in Networx, the largest communications services contract in the world, and is recognized as a leader in the network services market by leading technology industry analyst firms. Qwest carries a 'Ba1' corporate family and probability of default ratings from Moody's and has 'BB' issuer credit ratings from Standard & Poor's. "Our high debt levels pose risks to our viability and may make us more vulnerable to adverse economic and competitive conditions, as well as other adverse developments," the Company said in its Form 10-K for the year ended Dec. 31, 2009. At Dec. 31, the Company's consolidated debt was approximately $14.2 billion. Approximately $5.8 billion of its debt obligations come due over the next three years. This amount includes $1.265 billion of our 3.50% Convertible Senior Notes due 2025, which it may elect to redeem at any time on or after November 20, 2010 and holders may require the Company to repurchase for cash on November 15, 2010. Fitch Ratings is maintaining the Rating Watch Positive on the 'BB' Issuer Default Rating assigned to Qwest Communications International, Inc. and its subsidiaries. Concurrently, Fitch has affirmed the 'BBB-' issue rating assigned to Qwest's $1.035 billion senior secured credit facility and the senior unsecured debt issued by Qwest Corporation. Approximately $13.1 billion of debt outstanding as of June 30, 2010, including $7.9 billion of debt outstanding at QC, is affected by Fitch's action. R & S ST ROSE: Judge Mike K. Nakagawa Takes Over Bankruptcy Case ---------------------------------------------------------------- R & S ST Rose Lenders, LLC's bankruptcy case has been assigned to Judge Mike K. Nakagawa. Judge Bruce A. Markell was previously assigned to the case. Las Vegas, Nevada-based R & S St. Rose Lenders, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11- 14973) on April 4, 2011. Zachariah Larson, Esq., at Larson & Stephens, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $12,041,574 in total assets and $19,688,291 in total debts as of the Petition Date. Affiliate R & S St. Rose, LLC, filed a separate Chapter 11 petition (Bankr. D. Nev. Case No. 11-14974) on April 4, 2011. According to its schedules, it disclosed $16,821,500 in total assets and $48,293,866 in total debts. R & S ST ROSE: Section 341(a) Meeting Scheduled for May 5 --------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of R & S ST Rose Lenders, LLC's creditors on May 5, 2011, at 2:00 p.m. The meeting will be held at 300 Las Vegas Blvd., South, Room 1500, Las Vegas, Nevada. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Las Vegas, Nevada-based R & S St. Rose Lenders, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11- 14973) on April 4, 2011. Zachariah Larson, Esq., at Larson & Stephens, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $12,041,574 in total assets and $19,688,291 in total debts as of the Petition Date. Affiliate R & S St. Rose, LLC, filed a separate Chapter 11 petition (Bankr. D. Nev. Case No. 11-14974) on April 4, 2011. According to its schedules, it disclosed $16,821,500 in total assets and $48,293,866 in total debts. REGEN BIOLOGICS: Meniscus Implant Maker in Chapter 11 ----------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that ReGen Biologics Inc., filed for Chapter 11 protection following a decision by the Food & Drug Administration in March to rescind approval of its meniscus implant. At the time, ReGen issued a statement complaining about the "blatantly arbitrary and unfair processes of the FDA." The FDA had declared the product safe and effective in 2008. ReGen is based in Hackensack, New Jersey. The stock topped out at $30.80 on March 8, 2004. It could have been purchased for 1.5 cents on March 11 in the over-the-counter market. ReGen Biologics, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 11-11083) on April 8, 2011. An affiliate, RBio, Inc., also sought protection from creditors (Case No. 11-11084). Attorneys at Pillsbury Winthrop Shaw Pittman LLP and Phillips, Goldman & Spence represent the Debtors. ReGen disclosed $1,496,261 in assets and $5,208,393 in liabilities as of the Chapter 11 filing. ReGen's Chapter 11 case summary is in yesterday's edition of the Troubled Company Reporter. RICH INT'L: Funds Locators Not Entitled to Unclaimed Sums --------------------------------------------------------- Bankruptcy Judge Robert A. Mark denied motions for release of unclaimed funds in the bankruptcy cases of A.G.A. Flowers, Inc., and Rich International Airways, Inc. Funds locators typically locate creditors who did not cash or receive distributions in bankruptcy cases. The funds locators obtain an assignment of the creditor's claim, file an application to withdraw the funds deposited in the creditor's name and retain an agreed upon percentage of the money when the application is granted and the funds are dispersed. According to Judge Mark, the applications to withdraw unclaimed funds at issue in the A.G.A. Flowers and Rich International Airways cases are altogether different. They were filed by funds locators as the alleged assignees of former debtors whose assets were fully administered and distributed in Chapter 11 liquidating plans confirmed several years ago. The specific motions before the Court are: A. Omega Consulting's May 28, 2010 Motion for Release of Unclaimed Funds [in Rich International Airways, Inc.]; and When Omega filed its Motion, unsecured creditors had not been paid in full under Rich's plan of liquidation. Thus, interest holders were not entitled to any distribution. The records of the Florida Department of State reflect that Rich was administratively dissolved on Oct. 16, 1998. The Liquidating Trustee did not have sufficient funds to begin distributions to unsecured creditors until a large litigation matter brought in funds in excess of $26,000,000 in 2004, more than six years after confirmation. The Liquidating Trustee obtained an Order authorizing an interim distribution on Dec. 9, 2005, and he completed the liquidation of assets and distribution of proceeds in 2007. The Liquidating Trustee deposited the remaining funds into the registry of the court in a series of deposits in 2007 and 2008, totaling just under $800,000. A Final Decree was entered on October 30, 2008, and the estate was closed. Omega's Motion asserts its rights to the remaining funds in the court registry, alleged to be $430,122.63, as the assignee of Rich, by virtue of an assignment executed by Stephen Meenan, a former officer and director of Rich. B. Jacob Consulting's December 4, 2009 Corrected Notice of Motion and Motion for Release of Unclaimed Funds [in A.G.A. Flowers, Inc. AGA's Plan of Liquidation did not provide for the distribution of unclaimed funds. The records of the Florida Department of State reflect that AGA was administratively dissolved on October 4, 2002. The distribution process was completed, and the Liquidating Trustee deposited $112,389.13 in unclaimed funds into the Court's registry in 2007. A Final Decree was entered on Nov. 15, 2007, and the estate was closed. On the date Jacob filed its Motion, there was $86,690.46 in unclaimed funds remaining in the Court's registry. Jacob's Motion asserts that it is the assignee of AGA, by and through an assignment executed by its last known President, Tom Boesen. Omega and Jacob argue that, pursuant to 11 U.S.C. Sec. 347(b) and upon completion of the time allowed under 11 U.S.C. Sec. 1143, the unclaimed funds become property of the debtors. But Judge Mark held that these long ago dissolved and fully liquidated former debtors are not "debtors" under Sec. 347 entitled to the funds in the Court registry. Thus, neither Omega and Jacob nor the former officers or directors who executed the assignments to them are entitled to the funds. The funds will remain in the court registry subject to recovery only by the creditors who were entitled to the distributions under the plans. A copy of the Court's April 6, 2011 Memorandum Opinion and Order is available at http://is.gd/yHpauufrom Leagle.com. Counsel for Jacob Consulting and Omega Consulting are: William M. Olah, Esq. WILKINSON, GOELLER, MODESITT, WILKINSON & DRUMMY 333 Ohio Street Terre Haute IN 47807-3513 Tel: 812-232-4311 Fax: 812-235-5107 Counsel for the AGA Flower Chapter 11 Trustee, Kenneth Welt, is: Brett Marks, Esq. AKERMAN SENTERFITT 350 East Las Olas Boulevard, Suite 1600 Fort Lauderdale, FL 33301 Tel: 954-463-2700 Fax: 954-463-2224 E-mail: brett.marks@akerman.co Counsel for the Rich Liquidating Trustee, James Feltman, is Paul Battista, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 Southeast Second Street, 44th Floor Miami, FL 33131 Tel: 305-349-2300 Fax: 305-349-2310 About AGA Flowers Gerald Stevens Inc., and several subsidiaries, including subsidiary A.G.A. Flowers Inc., filed voluntary Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Case No. 01-13984) on April 23, 2001. The Debtors were unable to reorganize and remain in business. The assets, primarily the individual floral shops, were sold, and the Debtors filed a joint liquidating plan. The Second Amended Joint Plan of Liquidation was confirmed on April 2, 2002. The Plan provided for full payment to priority creditors, certain payments to the lenders who were partially secured, and pro rata distribution of the balance of the funds in the Liquidating Trust to Class 4 unsecured creditors. The Debtors' equity holders in Class 5 were out of the money. About Rich International Airways Rich International Airways, Inc., filed for Chapter 11 (Bankr. S.D. Fla. Case No. 96-17399) on Nov. 18, 1996. Its assets were liquidated and distributed under a liquidating plan. Rich's Second Amended Joint Plan of Liquidation was confirmed April 27, 1998. After distribution to certain priority and secured creditors, the Plan provided for pro rata distribution of the balance of the money in the Liquidating Trust to general unsecured creditors. RIVIERA HOLDINGS: 4 Directors, Co-Chief Do Not Own Securities ------------------------------------------------------------- Members of the board of directors and a co-chief executive of Riviera Holdings Corp. each filed a Form 3 with the U.S. Securities and Exchange Commission. Derek J. Stevens, and Andy Choy designees to the Company's board of directors by Desert Rock Enterprises LLC, a member of Riviera Voteco, L.L.C., each disclosed as not beneficially owning any securities of Riviera Holdings. Barry S. Sternlicht and Marcos Alvarado, the two initial designees to the Company's board of directors by BSS Voteco, L.L.C., a member of Riviera Voteco, L.L.C., disclosed each disclosed as not beneficially owning any securities of Riviera Holdings. Mr. Sternlicht serves as the Chairman of the Board of Directors. Phillip B. Simons, who is Co-Chief Exec. Officer & CFO of Riviera Holdings Corporation, disclosed in a Form 3 filing on April 5, that he does not beneficially own any securities of the Company. Riviera Voteco, L.L.C., disclosed in a Form 3 filing on April 5, 2011, that it does not beneficially own any securities of Riviera Holdings Corporation. About Riviera Holdings Riviera Holdings Corporation, through its wholly owned subsidiary, Riviera Operating Corporation, owns and operates the Riviera Hotel & Casino located in Las Vegas, Nevada, which consists of a hotel comprised of five towers with 2,075 guest rooms, including 177 suites, and which has traditional Las Vegas-style gaming, entertainment and other amenities. In addition, Riviera Holdings, through its wholly-owned subsidiary, Riviera Black Hawk, Inc., owns and operates the Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and has various non-gaming amenities, including parking, buffet-styled restaurant, delicatessen, a casino bar and a ballroom. Riviera Holdings together with the two affiliates filed for Chapter 11 on July 12, 2010 in Las Vegas, Nevada (Bankr. D. Nev. Case No. 10-22910). Riviera Holdings estimated assets and debts of $100 million to $500 million in its petition. Thomas H. Fell, Esq., at Gordon Silver, represents the Debtors in the Chapter 11 cases. XRoads Solutions Group, LLC, is the financial and restructuring advisor. Garden City Group Inc. is the claims and notice agent. Riviera Holdings' Second Amended Joint Plan of Reorganization was confirmed on Nov. 17, 2010. Under the Plan, nearly $280 million in debt will be replaced with a $50 million loan. Creditors will receive new stock relative to what they are owed, and holders of current stock will receive nothing. A total of $10 million in working capital will come from the new owners, along with $20 million in loans to cover investments in the Las Vegas hotel. The Plan of Reorganization became effective on Dec. 1, 2010, but the Plan of Reorganization cannot be substantially consummated until various regulatory and third party approvals are obtained. The Substantial Consummation Date will be the 3rd business day following the day the last approval is obtained. If the Plan of Reorganization is not substantially consummated: (a) the Plan of Reorganization will be deemed null and void and the Company will then seek to reorganize pursuant to a different plan which will need to meet the confirmation standards of the Bankruptcy Code; (b) the Lockup Agreement will no longer be in effect; and (c) the Company may be required to obtain interim financing, if available, and liquidate its assets which may have a material adverse effect on the financial position, results of operations, or cash flows of the Company. ROANOKE HEALTH: To Sell Southern Family to Northeast Alabama ------------------------------------------------------------ The Randolph Leader reports that the Roanoke Health Care Authority voted to sell the Southern Family Health Care clinic on Price Street, Roanoke, Alabama, to Northeast Alabama Regional Medical Center in Anniston. According to the report, Authority Interim Chairman Trae Wilkinson said they had received two different proposals: one from Regional Medical Center and one from George H. Lanier Memorial Hospital in Valley. The board voted to accept the Anniston hospital's proposal. Authority member Joseph Roberson made the motion to pursue negotiations to sell the clinic license and lease the building. He said the employees would be hired if it goes through. His motion was approved. The report says Bill McKenzie offered to buy the hospital. He has given Benton a figure and said he believed he could make money with this hospital. He has been talking to Mayor Mike Fisher and brought his accountant with him. When he first came over he did not realize the hospital was going into bankruptcy, he said. He found out what was owed and has talked to the offices of U.S. Senators Jeff Sessions and Richard Shelby to see if the outstanding USDA loan could be forgiven. Mr. McKenzie and his son, Gill, of Gilliard Health Services once owned both Wedowee Hospital and Randolph Medical Center but sold both back to Randolph County Health Care Authority. If the hospital is sold Gilliard still has the right of first refusal and will until 2025. Bill is the major stockholder in Gilliard. Based in Roanoke, Alabama, Roanoke Health Care Authority dba Randolph Medical Center filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 11-80502) on April 4, 2011. Judge William R. Sawyer presides over the case. Lee R. Benton, Esq., at Benton and Centeno, LLP, represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. RUGGED BEAR: TRB Acquisitions Buys IP Assets -------------------------------------------- TRB Acquisitions, LLC has purchased Rugged Bear's intellectual property assets, which include Rugged Bear and Live Life Rugged trademarks, logo's, website, style and pattern books. The company declared bankruptcy in January 2011. TRB Acquisitions, LLC will add Rugged Bear to its portfolio, re-launching the brand in stores nationwide. "Rugged Bear has built an iconic brand in the Northeast that is synonymous with classic, durable children's clothing and accessories," says Diana Lannon (Sudbury, MA), Partner and Brand Director. "We plan to build a national brand by partnering with leading manufactures." Eli Yedid (NY, NY), TRB's President said, "Rugged Bear has a loyal following in the Northeast and we are looking forward to expanding the brand beyond their local footprint. We will be licensing the brand in all children's categories; outerwear, footwear, sportswear, hosiery, cold weather accessories, and plush." 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. SATELITES MEXICANOS: Taps Rubio Villegas as Mexican Counsel ----------------------------------------------------------- Satelites Mexicanos, S.A. de C.V., et al., ask for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ the law firm of Rubio Villegas & Asociados, S.C., as special Mexican corporate and regulatory counsel, effective as of the Petition Date. Rubio Villegas will coordinate efforts with Greenberg Traurig, LLP -- the Debtor's proposed general bankruptcy counsel -- and clearly delineate duties to prevent any duplication effort. Rubio Villegas will, among other things: a. provide advice regarding corporate matters as they relate to Mexican law; b. advise the Debtors on issues relating to orbital concessions held by the Debtors as well as certain network concessions held by Enlaces Integra, S. de R.L. de C.V.; c. provide analysis, opinions and advice regarding legal and regulatory matters including interpreting certain agreements between the Debtors and certain Mexican government agencies; and d. provide advice regarding the preparation, filing, follow up and delivery of regulatory approvals and regulatory advice in connection with the restructuring process. Rubio Villegas has advised the Debtors that the current hourly rates applicable to the principal attorneys and paralegals proposed to represent the Debtors in their Chapter 11 cases are: Name of Lawyer Rate/Hour -------------- --------- Luis Rubio Barnetche $385 Arturo Banuelos Navarro $250 Bertha Alicia Ordaz Aviles $240 Ivonne Moreno Vera $240 Octavio Lecona Morales $240 Lilian Dorado Quijano $220 Carlos Camargo Tovar $150 Rubio Villegas' current hourly rates for this matter range: Professional Rate/Hour ------------ --------- Partners $250-$385 Associates $120-$240 Law Clerks, Paralegals, $85 Legal Assistants and Project Assistants Luis Rubio Barnetche, a partner at Rubio Villegas, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Satmex SAB Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based Rovider of fixed satellite services in the Americas, with coverage to more than 90% of the population to the Americas, including more than 45 nations and territories. Satmex also provides Latin American television programming in the United States. One of only two privately managed FSS providers based in Latin America, Satmex has a fleet comprised of three satellites. Satmex 5 and Satmex 6 generate the adjusted EBITDA for Satmex. A third satellite, Solidaridad 2, is inclined orbit but does not generate any adjusted EBITDA. Construction of Satmex 8 is expected to be completed by July 2012. Satmex also intends to pursue plans for a new satellite, to be named Satmex 7. Satmex filed for Chapter 11 bankruptcy protection on April 6, 2011 (Bankr. D. Del. Case No. 11-11035). Affiliates Alterna'TV International Corporation (Bankr. D. Del. Case No. 11-11034) and Alterna'TV Corporation (Bankr. D. Del. Case No. 11-11033) simultaneously filed separate Chapter 11 petitions. Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves as the Debtor's bankruptcy counsel. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' financial advisor. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Jefferies & Company, Inc., is the financial advisor to supporting 2nd lien noteholders. Ropes & Gray LLP is the U.S. counsel to supporting 2nd lien noteholders. Cervantes Sainz serves as Mexican counsel to supporting 2nd lien noteholders. Dechert LLP is the U.S. counsel to supporting holders of first priority notes. Galicia Abogados, S.C., is the Mexican counsel to supporting holders of first priority notes. Bracewell & Giuliani LLP is the U.S. counsel to Series B. Directors. Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel to Series B. Directors. Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico Government. Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is the Mexican counsel for SCT for Mexico Government. Detente Group is the financial advisor for SCT for Mexico Government. Latham & Watkins LLP is the U.S. counsel to Jefferies Finance. Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for Jefferies. In its schedules, Satmex disclosed $393,427,253 in total assets and $457,699,978 in total debts. SEAHAWK DRILLING: Court Approves Hirings of Duff & Phelps, Simons ----------------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court approved Seahawk Drilling's official committee of equity security holders' motion to retain Duff & Phelps Securities as financial advisor and, separately, the Debtor's motions to retain Simmons & Company International as transaction advisor and Alvarez & Marsal North America as financial advisor. About Seahawk Drilling Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup rig business in the United States, Gulf of Mexico, and offshore Mexico. It offers rigs and drilling crews on a day rate contractual basis. The Company and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11, 2011. Berry D. Spears, Esq., and Johnathan Christiaan Bolton, Esq., at Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy counsel. Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serves as the Debtors' co-counsel. Alvarez and Marsal North America, LLC, is the Debtors' restructuring advisor. Simmons And Company International is the Debtors' transaction advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. Judy A. Robbins, U.S. Trustee for Region 7, appointed three creditors to serve on an Official Committee of Unsecured Creditors of Seahawk Drilling Inc. and its debtor-affiliates. Heller, Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors committee. The Debtors disclosed $504,897,000 in total assets and $124,474,000 in total debts as of the Petition Date. SEP RIVERPARK: FAA & All America Object to Disclosure Statement --------------------------------------------------------------- FAA Credit Union and All America Bank have objected to Sep Riverpark Plaza, LLC's disclosure statement for it plan of reorganization. As reported by the Troubled Company Reporter on March 11, 2011, the Debtor filed with the Court a plan of reorganization and an accompanying disclosure statement. The Plan is aimed at immediately placing the Debtor's property on the market through Price Edwards Company, actively seeking a purchase contract for the fair market value of the project, paying all creditors in full with interest, and allowing the equity security holder to receive any remaining funds left from the sale proceeds. All classes of claims and interests are impaired under the Plan, except Class 3 - - tenant security deposit claims characterized as being entitled to priority. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SEP_RIVERPARK_ds.pdf According to All America and FAA Credit, the disclosure statement doesn't provide adequate information. The Debtor owes FAA Credit almost $9.9 million, and All America approximately $1.425 million. The Debtor's obligations to FAA Credit and All America are secured by a first mortgage on the Debtor's primary asset, the apartment complex Riverpark Plaza Apartments in Wichita, Kansas, and rents therefrom. "It is clear it is nothing more than an effort by the Debtor (or its principals) to continue to play with 'house money' for 24 more months in the hope that the Debtor's equity security owner might realize something if the Riverpark Plaza Apartments are sold, and to continue 'living out of the store' while the sale efforts are being made," FAA Credit and All America claim. According to FAA Credit and All America, it is highly unlikely, given the debt configuration in this case, the Debtor will be able to confirm a Plan without FAA Credit's support. FAA Credit is represented by: Max C. Tuepker Max C. Tuepker, P.C. 1322 N. Walker Avenue Oklahoma City, OK 73103 Fax: (405) 235-1714 Phone: (405) 799-3321 All America is represented by: Timothy D. Kline Stephen W. Elliott KLINE, KLINE, ELLIOTT & BRYANT, P.C. 720 N.E. 63rd Street Oklahoma City, OK 73105 Phone: (405) 848-4448 Fax: (405) 842-4539 E-mail: tkline@klinefirm.org selliiott@klinefirm.org About SEP Riverpark Oklahoma City, Oklahoma-based SEP Riverpark Plaza, L.L.C., aka Riverpark Plaza Apartments, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 0-16832) on Nov. 11, 2010. According to its schedules, the Debtor disclosed 19,165,623 in total assets and $12,026,685 in total debts. On Jan. 13, 2011, Judge Sarah A. Hall authorized the Debtor's employment of Hiersche Law Firm as its bankruptcy counsel. SEQUENOM INC: BlackRock Discloses 10.27% Equity Stake ----------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that it beneficially owns 10,163,943 shares of common stock of Sequenom Inc. representing 10.27% of the shares outstanding. As of Feb. 25, 2011, there were 98,972,231 shares of the Company's Common Stock outstanding. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom reported a net loss of $120.85 million on $47.45 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $71.01 million on $37.86 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $174.27 million in total assets, $23.54 million in total liabilities and $150.73 million in total stockholders' equity. Ernst & Young LLP of San Diego, California, in its audit report attached to the 2010 financial statements, did not include a going concern qualification for Sequenom. E&Y, in its report on the 2009 results, expressed substantial doubt against Sequenom's ability as a going concern, noting that the Company "has incurred recurring operating losses and does not have sufficient working capital to fund operations through 2010." SHOPS AT PRESTONWOOD: Section 341(a) Meeting Scheduled for May 5 ---------------------------------------------------------------- The U.S. Trustee for Region 16 will convene a meeting of The Shops at Prestonwood, LP's creditors on May 5, 2011, at 9:00 a.m. The meeting will be held at the Office of the U.S. Trustee, 1100 Commerce Street, Room 976, Dallas, Texas. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Addison, Texas-based The Shops at Prestonwood, LP's primary assets consist of approximately 144 residential townhome lots and an additional 17.170 acres of residential undeveloped land located within the Shops at Prestonwood subdivision in Denton County, Texas. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 11-32209) on April 1, 2011. Melissa S. Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. SMART ONLINE: Sells Add'l $400,000 Conv. Secured Noted Due 2013 --------------------------------------------------------------- Smart Online, Inc., sold an additional convertible secured subordinated note due Nov. 14, 2013 in the principal amount of $400,000 to a current noteholder upon substantially the same terms and conditions as the previously issued notes sold on Nov. 14, 2007, Aug. 12, 2008, Nov. 21, 2008, Jan. 6, 2009, Feb. 24, 2009, April 3, 2009, June 2, 2009, July 16, 2009, Aug. 26, 2009, Sept. 8, 2009, Oct. 5, 2009, Oct. 9, 2009, Nov. 6, 2009, Dec. 23, 2009, Feb. 11, 2010, April 1, 2010, June 2, 2010, July 1, 2010, Aug. 13, 2010, Aug. 30, 2010, Sept. 14, 2010, Sept. 30, 2010, Nov. 9, 2010, Feb. 7, 2011 and March 4, 2011. The Company is obligated to pay interest on the New Note at an annualized rate of 8% payable in quarterly installments commencing July 6, 2011. The Company is not permitted to prepay the New Note without approval of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding. The Company plans to use the proceeds to meet ongoing working capital and capital spending requirements. About Smart Online Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC BB: SOLN) -- http://www.smartonline.com/-- develops and markets software products and services targeted to small businesses that are delivered via a Software-as-a-Service (SaaS), or SaaS, model. The Company also provides Web site consulting services, primarily in the e-commerce retail industry products and services. The Company reported a net loss of $3.95 million on $1.03 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $9.54 million on $1.42 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.49 million in total assets, $20.80 million in total liabilities, and a $19.31 million total stockholders' deficit. As reported by the TCR on April 4, 2011, Cherry, Bekaert & Holland, LLP, in Raleigh, North Carolina, noted that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2010. These conditions, according to the independent auditors, raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. SMART ONLINE: Atlas Capital Discloses 40% Equity Stake ------------------------------------------------------ In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Atlas Capital, SA, disclosed that it beneficially owns 7,265,269 shares of common stock of Smart Online, Inc., representing 40% of the shares outstanding. The number of shares of the Company's Common Stock, $0.001 par value per share, outstanding as of March 18, 2011 was 18,342,543. About Smart Online Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC BB: SOLN) -- http://www.smartonline.com/-- develops and markets software products and services targeted to small businesses that are delivered via a Software-as-a-Service (SaaS), or SaaS, model. The Company also provides Web site consulting services, primarily in the e-commerce retail industry products and services. The Company reported a net loss of $3.95 million on $1.03 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $9.54 million on $1.42 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.49 million in total assets, $20.80 million in total liabilities, and a $19.31 million total stockholders' deficit. As reported by the TCR on April 4, 2011, Cherry, Bekaert & Holland, LLP, in Raleigh, North Carolina, noted that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2010. These conditions, according to the independent auditors, raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. SPANISH BROADCASTING: Board Declares Dividend of $26.875 Apiece --------------------------------------------------------------- The Board of Directors of Spanish Broadcasting System, Inc., declared a cash dividend for the dividend due April 15, 2011, to the holders of the Company's 10 3/4% Series B Cumulative Exchangeable Redeemable Preferred Stock of record as of April 1, 2011. The cash dividend of $26.875 per share is payable in cash on April 15, 2011. About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. -- http://www.spanishbroadcasting.com/-- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. In July 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Miami, Fla.-based Spanish Broadcasting System Inc. to 'B-' from 'CCC+', based on continued improvement in the company's liquidity position. The rating outlook is stable. "The rating action reflects S&P's expectation that, despite very high leverage, SBS will have adequate liquidity over the intermediate term to meet debt maturities, potential swap settlements, and operating needs until its term loan matures on June 11, 2012," said Standard & Poor's credit analyst Michael Altberg. The Company reported net income of $15.04 million on $136.12 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $13.78 million on $139.39 million of net revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $474.82 million in total assets, $430.98 million in total liabilities, $92.35 million in 10 3/4% Series B cumulative exchangeable redeemable preferred stock, and $48.51 million in total stockholders' deficit. SPECIALIZED TECHNOLOGY: Moody's Hikes Rating to 'B1' Corporate -------------------------------------------------------------- Moody's Investors Service has upgraded Specialized Technology Resources, Inc.'s Corporate Family Rating to B1 from B2. Concurrently, the rating on the first lien credit facility was raised to Ba3 from B1, the second lien credit facility rating was raised to B3 from Caa1, and Moody's assigned a first-time liquidity rating of SGL-1. The ratings outlook was changed to stable from positive. Ratings Rationale The upgrade of the CFR to B1 from B2 reflects STR's conservative capital structure and very good liquidity profile. Considerably higher revenue and earnings, along with modest debt reduction, have reduced STR's financial leverage to 2.3 times at the end of 2010. Nonetheless, the ratings are constrained by STR's relatively small revenue size despite rapid growth, lack of product line diversification, a meaningful albeit lower level of customer concentration, and potential technology risk. The ratings continue to be supported by globally strong end market demand for renewable energy sources, STR's solid market share in solar encapsulants, and its geographic presence in regions poised for near-term growth. The SGL-1 Speculative Grade Liquidity rating reflects Moody's expectation of a very good liquidity profile over the next year. Cash on hand of $107 million at December 31, 2010, and projected cash flow generation are expected to fully cover working capital needs and $60 million of capital expenditures planned for 2011, mainly for capacity expansion. Moody's does not anticipate that the $20 million revolver, which matures on June 15, 2012, will be drawn over the next four quarters and cushion on the credit facility's financial covenants is expected to remain ample. However, the SGL rating could be downgraded if STR's cash flow generation weakens or cash is depleted for acquisitions or capital projects. The stable outlook reflects Moody's expectations that STR will continue to grow consolidated revenues at a double-digit pace in the near term, offsetting potential margin pressure from declining prices and high raw material costs. Nonetheless, Moody's expects free cash flow generation to be minimal after consideration of planned capital expenditures. The ratings or outlook could be raised if Moody's expectations for the long-term fundamentals of the solar industry remain positive and STR continues to grow revenue organically, maintains solid margins and liquidity, and further reduces its customer concentration. The outlook or ratings could be lowered if STR loses market share, margins fall greater than expected, or changes in technology, regulations, or subsidies negatively impact end market demand for solar encapsulants. Specifically, a change in financial policy or acquisition strategy that results in sustained financial leverage above 4 times, interest coverage below 2 times, or a substantial reduction in liquidity could lead to a downgrade. Moody's upgraded these ratings (and revised the LGD point estimates): -- Corporate Family Rating, to B1 from B2 -- Probability of Default Rating, to B1 from B2 -- $20 million first lien revolver due June 2012, to Ba3 (LGD3, 38%) from B1 (LGD3, 36%) -- $164 (originally $185) million first lien term loan due June 2014, to Ba3 (LGD3, 38%) from B1 (LGD3, 36%) -- $75 million second lien term loan due December 2014, to B3 (LGD5, 87%) from Caa1 (LGD5, 88%) This rating was assigned: -- Speculative Grade Liquidity rating, SGL-1 Based in Enfield, Connecticut, STR's parent company is STR Holdings, Inc. (NYSE: STRI). The company operates in two distinct businesses: (i) the manufacturing of encapsulants for photovoltaic solar modules, and (ii) multinational testing and quality assurance services. STR reported revenues of $372 million in 2010. The principal methodologies used in this rating were Global Manufacturing Industry published in December 2010, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. SPENCER SPIRIT: S&P Affirms 'B' Issue Rating After Bond Upsize -------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its preliminary 'B' issue rating on Egg Harbor Township, N.J.-based specialty retailer Spencer Spirit Holdings Inc. after the company announced it is upsizing its bond offering by $25 million to $175 million. It plans to use the proceeds from the bond issuance to pay a distribution to shareholders as well as for refinancing existing debt. "With the upsizing of the bonds, we expect credit measures to remain commensurate with ratings. Pro forma leverage at Jan. 29, 2011, is slightly over 4x and interest coverage is in the mid-2x area," S&P stated. "The preliminary 'B' corporate credit rating remains unchanged, as does the preliminary '4' recovery rating on the debt that indicates our expectation for average (30% to 50%) recovery in the event of a payment default," S&P said. Ratings List Spencer Spirit Holdings Inc. Corporate Credit Rating B(prelim)/Stable/-- Rating Affirmed Spencer Spirit Holdings Inc. Senior Secured B(prelim) Recovery Rating 4(prelim) SPONGETECH DELIVERY: Ex-Officer's Firm May Have to Pay Up $52MM --------------------------------------------------------------- Aaron Elstein, writing for Crain's New York Business, reports that a company run by one of the leaders of Spongetech Delivery Systems may have to pay up to $52 million to settle fraud charges with the Securities and Exchange Commission. Crain's relates that the SEC said in a court filing last week that RM Enterprises, a company headed by Spongetech former Chief Operating Officer Steven Moskowitz, faces up to $52 million in disgorgement, which reflects the company's gain from unlawful conduct. The SEC added that it would provide more information on how it arrived at that figure in a filing Wednesday, and noted that Mr. Moskowitz may also have to pay penalties. It isn't clear if Mr. Metter faces civil penalties, Crain's said. According to Crain's, the criminal charges against Messrs. Moskowitz and Metter are pending. The next hearing in the case is June 29. About Spongetech Delivery New York-based Spongetech Delivery Systems Inc. distributed a line of hydrophilic polyurethane and polyurethane sponge cleaning and waxing products. Spongetech filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-13647) on July 9, 2010, represented by Edward Neiger, Esq., at Neiger, LLP, and M. David Graubard, Esq., at Kera & Graubard. Spongetech filed for bankruptcy after prosecutors charged former Chief Executive Officer Michael Metter and Chief Operating Officer Steven Moskowitz with fraud, conspiracy, obstruction of justice, money- laundering and perjury. The U.S. Securities and Exchange Commission also asserted civil fraud charges. In its petition, Spongetech estimated assets at $10 million to $50 million and debts at $1 million to $10 million. An affiliate, Dicon Technologies, LLC, filed a separate Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-41275) on June 24, 2010. The Hon. Stuart M. Bernstein in July 2010 authorized Tracy Hope Davis, the Acting U.S. Trustee for Region 2, to appoint a Chapter 11 trustee for Spongetech Delivery Systems, Inc. In November, the Bankruptcy Court converted the case to one under Chapter 7 of the Bankruptcy Court. SPONGETECH DELIVERY: Chapter 7 Trustee Auctions Assets ------------------------------------------------------ Aaron Elstein, writing for Crain's New York Business, reports that the trustee overseeing the liquidation of Spongetech Delivery Systems held an auction Monday for the company's assets, which include intellectual property, such as trademarks and Web domains, plus inventory stored in warehouses in Somerset, New Jersey and Savannah, Georgia. Minimum bids were $500,000 and all merchandise was offered "as is," according to a court document. Crain's says it isn't clear how many bids emerged and no one at the trustee's office could be reached immediately for comment. About Spongetech Delivery New York-based Spongetech Delivery Systems Inc. distributed a line of hydrophilic polyurethane and polyurethane sponge cleaning and waxing products. Spongetech filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-13647) on July 9, 2010, represented by Edward Neiger, Esq., at Neiger, LLP, and M. David Graubard, Esq., at Kera & Graubard. Spongetech filed for bankruptcy after prosecutors charged former Chief Executive Officer Michael Metter and Chief Operating Officer Steven Moskowitz with fraud, conspiracy, obstruction of justice, money- laundering and perjury. The U.S. Securities and Exchange Commission also asserted civil fraud charges. In its petition, Spongetech estimated assets at $10 million to $50 million and debts at $1 million to $10 million. An affiliate, Dicon Technologies, LLC, filed a separate Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-41275) on June 24, 2010. The Hon. Stuart M. Bernstein in July 2010 authorized Tracy Hope Davis, the Acting U.S. Trustee for Region 2, to appoint a Chapter 11 trustee for Spongetech Delivery Systems, Inc. In November, the Bankruptcy Court converted the case to one under Chapter 7 of the Bankruptcy Court. SUNCAL COS: May 13 Disclosure Statement Hearing on Rival Plans -------------------------------------------------------------- Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review, reported that SunCal Cos. on Thursday filed new Chapter 11 plans for four groups of affiliated debtors that call for the sale of some 17 real-estate projects in bankruptcy court in Santa Ana, California. DBR said the new filings put SunCal on a collision course with Lehman Brothers Holdings Inc., whose lending affiliates recently filed a pair of amended Chapter 11 exit plans: one for 11 Lehman- backed SunCal projects and another with the backing of the bankruptcy trustee that controls eight additional SunCal projects. According to DBR, Judge Erithe A. Smith is set to consider whether creditors can vote on the SunCal- and Lehman-sponsored plans at a hearing May 13. DBR reported that a key element of the new Chapter 11 plan covering SunCal's Marblehead project -- which also covers the Ritter Ranch, Palm Spring Village and Bickford Ranch projects -- is that so-called reliance creditors can sell their claims to a SunCal affiliate for 55 cents on the dollar. Reliance creditors are unsecured creditors who could benefit from SunCal's legal bid against Lehman to have the investment bank's secured claims subordinated to those of unsecured creditors and its liens on properties voided. More important, says SunCal, that recovery isn't contingent on the sale of the properties or a ruling that the sale violates Lehman's interests in its own bankruptcy case. According to DBR, a second SunCal proposal involves five SunCal projects to which Lehman is the secured lender. So-called reliance creditors of those projects haven't been offered the same 55 cents on the dollar for their litigation claims, but Frank Faye, SunCal's chief operating officer, said Friday that lawyers for the unsecured creditors and Steven Speier, the Chapter 11 trustee for eight of the SunCal projects, have agreed to negotiate further. DBR also related that SunCal filed two other plans -- one for three projects that aren't subject to Lehman liens, according to Mr. Faye, and another for five projects that have liens from Lehman affiliates that aren't under chapter 11 protection -- calling for the "market sale" of the properties. The property sales, in conjunction with litigation to bump Lehman's hundreds of millions of dollars in secured claims to a lower priority, would pay many other creditors in full, according to SunCal. "We think that our plans are superior to the Lehman plans and offer more value to creditors," Mr. Faye said in an interview, according to DBR. DBR related that a spokeswoman for Lehman declined to comment. DBR noted that Lehman's plans call for it to take control of the projects. While its plans offer creditors between 10 cents and 50 cents of every dollar they are owed, Lehman said this is still a better deal for creditors than a "highly speculative" plan based on a payoff that might never come. DBR notes that the filing of the new SunCal plans came just days after the land developer won a bankruptcy auction for three additional stalled Southern California real-estate projects that Lehman backed with a $71 million bid. Those three projects encompass more than 2,000 hectares in Southern California and include McAllister Ranch, an 838-hectare planned residential community near Bakersfield, and a pair of developments -- McSweeny Farms and SummerWind Ranch -- in Riverside County. About SunCal Companies -- http://www.suncal.com/-- has more than 250,000 residential lots and 10 million square feet of commercial space in various stages of development throughout California, Arizona, Nevada and New Mexico. Gramercy Warehouse Funding LLC and several creditors filed involuntary petitions each against LBREP/L-SunCal Master I LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11, 2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and 08-15640). Daniel H. Reiss, Esq., at Levene, Neale, Bender, Rankin & Brill represents the petitioners. SunCal affiliates led by Palmdale Hills Property, LLC, filed voluntary Chapter 11 petitions (Bankr. C. D. Calif. Case No. 08-17206) on Nov. 6, 2008. Affiliates that also filed separate Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and SJD Development Corp. SunCal Companies is not in bankruptcy. Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents Palmdale Hills in its restructuring effort. The Company estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. SW BOSTON: Gets Green Light to Auction Hotel and Garage Operations ------------------------------------------------------------------ The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized SW Boston Hotel Venture LLC, et al., to sell their hotel and garage operations in an auction led by Razorbacks Owner LLC for $89.5 million. The purchaser has submitted a $5.0 million deposit into an escrow account and has executed an escrow agreement with the Debtor to govern the account. The sale will be free and clear of all liens, claims, interests and encumbrances. The Debtors relate that an auction of the property will be held only if there is a competing bid. In the absence of a compating bid, the Debtor will seek approval of the sale to purchaser, pursuant to the Hotel PSA. The Court will consider the sale of the assets to Razorbacks Owner or the winning bidder at a hearing on May 18, 2011, at 1:00 p.m. In the event of any competing bids for the assets, resulting in on Razorbacks Owner not being the successful buyer, it will receive a breakup fee of $2.8 million plus reimbursement of up to $500,000 of the purchaser's reasonable out-of-pocket expenses, to be paid at the time of the closing of the sale with such third party buyer. FTI Consulting, Inc., the Debtors' real estate advisor, assisted the Debtors in marketing the property. About SW Boston Hotel Boston, Massachusetts-based SW Boston Hotel Venture LLC is the developer of the W Hotel in Boston. The Company filed for Chapter 11 bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case No. 10-14535). Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq., at Hanify & King, P.C., is the Debtors' bankruptcy counsel. Edwards Angell Palmer & Dodge LLP is the Company's special counsel. The Company estimated its assets and debts at $100 million to $500 million. T3 MOTION: Registers Common Stock, Warrants and Units With NYSE --------------------------------------------------------------- T3 Motion, Inc., registered with the NYSE Amex LLC these securities: (i) shares of Common Stock, par value $0.001 per share; (ii) Class H Warrants, each to purchase one share of Common Stock; (iii) Class I Warrants, each to purchase one share of Common Stock; and (iv) Units, each consisting of one share of Common Stock, one Class H Warrant and one Class I Warrant. About T3 Motion Costa Mesa, Calif.-based T3 Motion, Inc., develops and manufactures T3 Series vehicles, which are electric three-wheel stand-up vehicles that are directly targeted to the public safety and private security markets. The Company reported a net loss of $8.32 million on $4.68 million of net revenues for the year ended Dec. 31, 2010, compared with a net loss of $6.70 million on $4.64 million of net revenues during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $3.58 million in total assets, $19.25 million in total liabilities, and a $15.67 million stockholders' deficit. As reported by the TCR on April 6, 2011, KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and has used substantial amounts of working capital in its operations since inception, and at Dec. 31, 2010, has a working capital deficit of $15,057,791 and an accumulated deficit of $45,120,210. TEAM NATION: Reports $553,157 Net Income in 2010 ------------------------------------------------ Team Nation Holdings Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting net income of $553,157 on $2.64 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $3.62 million on $2.02 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $3.03 million in total assets, $6.94 million in total liabilities and $3.91 million in total shareholders' deficit. Kelly & Company, in Costa Mesa, Calif., said in its report that the Company's significant debt servicing requirements, its ongoing operating losses and negative cash flows along with the depressed value of its common stock gives raise to substantial doubt about the Company's ability to continue as a going concern. The Company has sustained recurring losses and negative cash flows from operations, at Dec. 31, 2010 it had negative working capital of $4.2 million, total liabilities of $6.9 million, and a stockholders' deficit of $3.9 million. The Company's only significant source of revenue, and its sole customer, is a related party. The Company expects that it will need to raise substantial additional capital to accomplish its business plan over the next several years and plans to generate the additional cash needed through the sale of its common stock that currently has a depressed value. The Company's most significant asset is a group of eight non-current notes receivable - related party issued by the Company's directors, amounting to $2.2 million at Dec. 31, 2010 (representing 73% of total assets). A full-text copy of the Annual Report is available for free at: http://is.gd/SR5NFG About Team Nation Newport Beach, Calif.-based Team Nation Holdings Corporation is a management and services company specializing in management solutions for title companies and providing title production services. TIMOTHY BLIXSETH: Bankruptcy Case May End Up in Butte Montana ------------------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Timothy Blixseth, the founder of Yellowstone Mountain Club LLC in Montana, may end up facing his creditors in a bankruptcy court in Montana rather than in Las Vegas. Taxing authorities filed an involuntary Chapter 7 petition against Mr. Blixseth on April 5 in Las Vegas. Although not often used, Nevada Bankruptcy Judge Bruce A. Markell employed a right given him in bankruptcy law to compel the states to explain the basis for filing in the involuntary petition in Nevada. Absent a suitable explanation, Judge Markell said he will transfer the case to Montana where it would be heard by U.S. Bankruptcy Judge Ralph B. Kirscher in Butte. Judge Kirscher has been presiding over the Yellowstone Mountain resort's Chapter 11 reorganization since it was filed in 2008. The hearing on the court's motion to transfer venue is set for April 22. About Timothy Blixseth Tax officials from California, Montana and Idaho on April 5, 2011 filed an involuntary-bankruptcy petition under Chapter 7 against Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No. 11-15010). The three states that signed the petition against the Yellowstone Club co-founder claim they are owed $2.3 million in back taxes. A copy of the petition is available for free at: http://bankrupt.com/misc/nvb11-15010.pdf Mr. Blixseth and his former wife, Edra Blixseth, founded the Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort for millionaires looking for vacation homes. Members paid $205 million for 72 properties in 2005 alone. Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge Ralph B. Kirscher, says the couple took cash for their personal use from a $375 million loan arranged by Credit Suisse. Finances at the club deteriorated thereafter, and the club eventually went bankrupt, Judge Kirscher found. Mr. Blixseth was ordered to pay $40 million to the club's creditors under a September ruling by Judge Kirscher. Mr. Blixseth said he's appealing that judgment. About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570). The Company's owner affiliate, Edra D. Blixseth, filed for Chapter 11 on March 27, 2009 (Case No. 09-60452). In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners, LLC, acquired equity ownership in the reorganized Club for $115 million. Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented the Debtors. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer, as counsel, and James H. Cossitt, Esq., at local counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. TRANSAX INTERNATIONAL: Sells Medlink Unit; Maintains Tech. Assets ----------------------------------------------------------------- Transax International Limited reported the sale of its operating subsidiary, Medlink Conectividade Em Saude Ltda located in Brazil to QC Holding I Participacoes s.a, a subsidiary of Qualicorp a Brazilian Healthcare company. The purchase price due to Transax Limited, a subsidiary of the Company, consisted of $1.70 million in cash comprising of the repayment of loans due from Medlink to Transax Limited and for the purchase of 100% of equity of Medlink. The Buyer assumed all of Medlink's outstanding debts and contingent liabilities including outstanding taxes and social security payments of over $7.0 million. Following closing of the transaction the Company will continue to maintain its intellectual property for use outside of Brazil and important Network Processor technology licenses which did not form part of the sales transaction. The sale of the Medlink subsidiary will significantly strengthen the Company's balance sheet and will enable the Company to make appropriate arrangements with other Company creditors to reduce debt. In announcing the sale Stephen Walters, President & CEO, stated, "This sale allows the Company to refocus on exploring other markets for its products including the USA where it previously developed a pilot system for real-time online healthcare transactions in association with a USA based healthcare consulting company. The Company's product has been shown to significantly reduce healthcare insurance costs." About Transax International Transax International Limited -- http://www.transax.com/-- primarily through its 55% owned subsidiary, Medlink Conectividade em Saude Ltda is an international provider of information network solutions specifically designed for healthcare providers and health insurance companies. The Company's MedLink Solution enables the real time automation of routine patient eligibility, verification, authorizations, claims processing and payment functions. The Company has offices located in Plantation, Florida and Rio de Janeiro, Brazil. The Company currently trades on the OTC Pink Sheet market under the symbol "TNSX" and the Frankfurt and Berlin Stock Exchanges under the symbol "TX6". Since inception, the Company has incurred cumulative net losses of $19.04 million, has a stockholders' deficit of $9.54 million, and a working capital deficit of $7.77 million at Sept. 30, 2010. The Company's balance sheet at Sept. 30, 2010, showed $1.13 million in total assets, $10.68 million in total liabilities, and a stockholders' deficit of $9.54 million. As reported in the Troubled Company Reporter on April 21, 2010, MSPC Certified Public Accountants and Advisors, P.C., in New York, expressed substantial doubt about Transax International Limited's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has accumulated losses from operations of roughly $17.21 million, a working capital deficiency of roughly $6.16 million and a stockholders' deficiency of roughly $7.39 million at December 31, 2009. TRI-STAR ESTATES: Can Access BofA Cash Collateral Until April 28 ---------------------------------------------------------------- The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois approved a stipultation, authorizing Tri-Star Estates, LLC, to use the cash collateral of Banc of America Commercial Mortgage Inc. Commercial Pass-Through Certificates, Series 2005-1, until 11:59 p.m. on April 28, 2011. The Debtor reached a stipulation with J.E. Robert Inc. on the use of cash collateral. J.E. Robert is the special servicer for Wells Fargo Bank, N.A., as trustee for Banc of America Commercial Mortgage Inc. Commercial Pass-Through Certificates, Series 2005-1. A status hearing is scheduled for April 26, to consider the Debtor's further cash collateral use. As reported in the Troubled Company Reporter on Nov. 16, 2010, the Debtor's manufactured home community, consisting of 900 sites, in Bourbonnais, Illinois, is subject to a purported first mortgage in favor of J.E. Robert purportedly securing a claim in the approximate amount of $42 million. As of the Petition Date, the Trust asserts that the Debtor was indebted to the Trust under that certain promissory note dated Dec. 29, 2004, in the original principal amount of $42,360,000 executed by the Debtor in favor of Bank of America, N.A., as predecessor-in-interest to the Trust. The Trust asserts that the principal amount outstanding under the prepetition loan documents as of Nov. 3, 2010, was $41,235,049.95. The Debtor would use the cash collateral to fund its Chapter 11 case, pay suppliers and other parties. In exchange for using the cash collateral, the Debtor will grant the Trust a security interest in and replacement lien upon the same property and assets which secured the prepetition obligations. To the extent that the value of the prepetition collateral is diminished as a result of the Debtor's operations or use of the cash collateral, the Debtor will grant the Trust superpriority claims. As part of the stipulation, the Debtor agrees to maintain insurance against fire, theft or other casualty on the insurable prepetition collateral and the postpetition collateral in amounts required by the loan document and to insure that the Trust is named as loss payee. The Debtor will create and fund a separate escrow account for ad valorem taxes sufficient to pay the taxes in full when due. The Special Servicer is represented by Chapman and Cutler LLP. About Tri-Star Estates Chicago, Illinois-based Tri-Star Estates, LLC, is the owner of a manufactured home community, consisting of approximately 900 sites located at 43 East 5000 North Road, Bourbonnais, Illinois. The Company filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-49360) on Nov. 3, 2010. Crane, Heyman, Simon, Welch & Clar represents the Debtor in its restructuring effort. The Debtor estimated assets and debts at $10 million to $50 million. No trustee, examiner or committee of unsecured creditors has been appointed to serve in the Debtor's Chapter 11 Case TRI-STAR ESTATES: Proposes to Pay Claims from Sale of the Property ------------------------------------------------------------------ Tri-Star Estates, LLC, submitted to the U.S. Bankruptcy Court for the Northern District of Illinois a Disclosure Statement, as amended, explaining the proposed Plan of Reorganization. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. The Debtor related that the Plan was filed within the exclusive period. According to the Disclosure Statement, the Plan provides for distributions to the holders of Allowed Claims from funds realized from the continued operation of the Debtor's business well as from existing cash deposits and cash resources of the Debtor. The Debtor owns a manufactured home community, consisting of approximately 900 sites located at 43 East 5000 North Road, Bourbonnais, Illinois. To the extent necessary, the payment to Wells Fargo Bank, N.A., as Trustee for the registered holders of Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-1, by and through its special servicer J.E. Robert Company, Inc., may be paid from the proceeds of the refinancing of the underlying mortgage indebtedness due to lender or from the sale of the property. The Debtor will purchase and either rent or sell (with seller financing) new or pre-owned manufactured homes to tenants, increasing occupancy and, therefore, net operating income. Outside lending sources for the financing of manufactured homes would materialize from either banks, credit companies, home manufacturers, conduit lenders, or outside lending sources, further increasing occupancy. Funds for the financing of manufactured homes may also be procured by the syndication of partnership interests. Due to an increase in occupancy and, therefore, net operating income, the refinancing of the property is likely to occur by the end of year three or four with either a credit company, life insurance company, bank, loan securitization group, pension fund, or other lending sources. Treatment of Claims Class 1 - Bank of America -- Interest on its Allowed Class 1 Claims will be paid at the prepetition, non-default contract rate of 5.176%, with interest computed based on a 30 day month/360 day year. Class 2 - Kankakee County Treasurer -- Secured claim will be paid with statutory interest on Effective Date. Class 3 - Tenant Security Deposits will be paid according to terms of tenant leases in ordinary course of Debtor's business. Class 4 - Other Secured Claims: Airco Mobile Home Repair and Rosebrook Carefree Pools will be aid in full in cash with interest based on an annual interest rate of 5.176% and a 30-day/360 day year. Class 5 - John Deere Credit will be paid in full in cash with interest based on an annual interest rate of 5.176% and a 30- day/360 day year. Class 6 - Non-Priority Unsecured Claims Interest will be paid at the annual rate of 5.176%, with interest computed based on a 30 day month/360 day year. Class 7 - The Meadows Limited Partnership will retain its equity interest in the Debtor. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Tri-StarEstates_AmendedDS.pdf The Debtor is represented by: Eugene Crane, Esq. Arthur G. Simon, Esq. Scott R. Clar, Esq. CRANE, HEYMAN, SIMON, WELCH & CLAR 135 South LaSalle Street, Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 Fax: (312) 641-7114 About Tri-Star Estates Chicago, Illinois-based Tri-Star Estates, LLC, is the owner of a manufactured home community, consisting of approximately 900 sites located at 43 East 5000 North Road, Bourbonnais, Illinois. The Company filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-49360) on Nov. 3, 2010. The Debtor estimated assets and debts at $10 million to $50 million. No trustee, examiner or committee of unsecured creditors has been appointed to serve in the Debtor's Chapter 11 case. TRICO MARINE: Unit Out-of-Court Offer Extended Until Today ---------------------------------------------------------- Trico Shipping AS,, a subsidiary of Trico Marine Services, Inc., announced on April 12, 2011, that it has extended the expiration date of its out-of-court exchange offer to the holders of its 11 7/8% senior secured notes due 2014 and the solicitation of consents to the governing indenture to 5:00 p.m. Eastern Time on April 13, 2011. Withdrawal rights under the Exchange Offer will not be extended by the new expiration date. The deadline for submitting ballots to accept or reject the prepackaged plan of reorganization remains 5:00 p.m. Eastern Time on April 18, 2011. The Exchange Offer, Consent Solicitation and solicitation of acceptances of the Prepackaged Plan are otherwise unchanged. The Exchange Offer and Consent Solicitation were scheduled to expire at 5:00 p.m. Eastern Time on April 11, 2011. At 5:00 p.m. Eastern Time on April 11, 2011, $396,454,000 principal amount of Notes representing approximately 99.11% of the outstanding principal amount of the Notes had been validly tendered and not withdrawn in the Exchange Offer. The Company is extending the expiration date of the Exchange Offer in order to permit the progression of negotiations with other creditors, whose agreement is a condition to the Exchange Offer. The Exchange Offer is being made, and the New Common Stock is being offered and issued within the United States only to "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended or institutional "accredited investors," as defined in Rule 501 under the Securities Act, and outside the United States to non-U.S. investors. The New Common Stock to be offered has not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10- 12653) on Aug. 25, 2010. John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, serve as the Debtor's bankruptcy counsel. The Debtor disclosed US$30,562,681 in assets and US$353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. Pricewaterhousecoopers LLC provides the independent accountants and tax advisors for the Debtors. Aside from the Cayman Islands holding company, Trico's foreign subsidiaries were not included in the filing and will not be subject to the requirements of the U.S. Bankruptcy Code. The Official Committee of Unsecured Creditors tapped Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn, Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel. TRITON 2000: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Triton 2000, LLC 7007 Gulf Freeway, Suite 100 Houston, TX 77087 Bankruptcy Case No.: 11-33227 Chapter 11 Petition Date: April 8, 2011 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Matthew Kevin Powers, Esq. PORTER POWERS 50 Briar Hollow Land, Suite 105W Houston, TX 77027 Tel: (713) 533-1933 E-mail: kevin@porterpowers.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Bill Bird, manager. Affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Triton 88, LP 11-33185 04/06/11 TROPICANA PARTNERS: Section 341(a) Meeting Scheduled for May 5 -------------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of Tropicana Partners 2 LLC's creditors on May 5, 2011, at 2:00 p.m. The meeting will be held at 300 Las Vegas Boulevard, South, Room 1500, Las Vegas, Nevada. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. San Jose, California-based Tropicana Partners 2 LLC filed for Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. D. Nev. Case No. 11-14920). Terry V. Leavitt, Esq., at Terry V. Leavitt, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. TWAIN CONDOMINIUMS: Seeks to Employ Valuation Consultants --------------------------------------------------------- Twain Condominiums, LLC seeks permission from the U.S. Bankruptcy Court for the District of Nevada to employ Valuation Consultants as its real estate appraiser. As appraiser for the Debtor, Valuation Consultants will provide: (i) testimony regarding City National Bank's appraisal with respect to its motion to lift the automatic stay and other matters in which the CNB Appraisal is offered as evidence; (ii) additional appraisals of the Debtor's Property as necessary for the completion and verification of Debtor's schedules and statements, plan and disclosure statement, and plan confirmation hearing; and (iii) testimony regarding those appraisals and valuations in conjunction with the Debtor's plan confirmation hearing and other matters in the Chapter 11 case. Valuation Consultants has agreed to provide appraisals of the Property as necessary for a fee of up to $3,500, the exact amount to be determined by the specific reporting format requested. In the event that further discussions, meetings, expert witness testimony, or report analysis is required with respect to the Services, Valuation Consultants will seek compensation at the standard billing rate of $350 per hour. Keith Harper, at Valuation Consultants, insists that his firm is a "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. About Twain Condominiums Twain Condominiums, LLC, owns 192 condominium units within the 254-unit Twain Estates condominium complex at Arville Street and Twain Avenue in Las Vegas, Nevada. The Company filed for bankruptcy on December 15, 2010 (Bankr. D. Nev. Case No. 10-33323). Judge Linda B. Riegle presides over the case. In its amended schedules, the Debtor disclosed $6,958,279 in assets and $11,858,413 in debt. TWAIN CONDOMINIUMS: Wants Plan Exclusivity Until July 13 -------------------------------------------------------- Twain Condominiums, LLC is asking the U.S. Bankruptcy Court for the District of Nevada to extend its exclusive periods to: (i) file a Chapter 11 plan through and including July 13, 2011; and (ii) solicit acceptances of that plan through and including September 10, 2011. About Twain Condominiums Twain Condominiums, LLC, owns 192 condominium units within the 254-unit Twain Estates condominium complex at Arville Street and Twain Avenue in Las Vegas, Nevada. The Company filed for bankruptcy on December 15, 2010 (Bankr. D. Nev. Case No. 10-33323). Judge Linda B. Riegle presides over the case. In its amended schedules, the Debtor disclosed $6,958,279 in assets and $11,858,413 in debt. ULTIMATE ACQUISITION: To Auction Off Trademarks May 25 ------------------------------------------------------ Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Ultimate Electronics, already liquidating the stores, is arranging an auction on May 25 to sell the trademarks, copyrights, Web sites, and other intellectual property. The U.S. Bankruptcy Court in Delaware will hold a hearing on April 27 for approval of auction procedures. The Debtor wants bids by May 23 and a hearing for approval of the sale on May 27. About Ultimate Electronics Ultimate Acquisition Partners LP and CC Retail, LLC are specialty retailers of high-end entertainment and consumer electronics with 46 stores in over a dozen states, primarily in the mid-west and western United states. Of the 46 stores, 35 are operated by UAP and 11 are operated by CC Retail. All are operated under the name "Ultimate Electronics". UAP and CC Retail have more than 1,500 full-time and part-time employees. Ultimate Acquisition and CC Retail filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245) on Jan. 26, 2011. Ultimate Acquisition estimated assets and liabilities between $100 million and $500 million. Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at Campbell & Levine LLC, in Wilmington, Del., and Jay L. Welford, Esq., and Judith Greenstone Miller, Esq., at Jaffe, Raitt, Heuer & Weiss, P.C., in Southfield, Mich., serve as the Debtor's bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. An Official Committee of Unsecured Creditors was appointed on Feb. 9, 2011. The Panel has hired BDO USA LLP as its financial advisor, and Cooley LLP and Womble Carlyle Sandridge & Rice PLLC as bankruptcy counsel. The Company was given formal approval from the court in February to conduct going-out-of-business sales at all 46 stores. Controlled by Mark J. Wattles, Ultimate decided to liquidate when no one would provide financing for a reorganization. VAIL RESORTS: Moody's Puts Ba3 Rating on New $390MM Sr. Sub. Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Vail Resorts' planned new $390 million senior subordinated notes due 2019. Moody's also affirmed all of its other existing ratings of Vail including the Ba2 Corporate Family Rating. The outlook is stable. Rating assigned: -- $390 million senior subordinated notes due 2019 at Ba3 (LGD5, 76%) Ratings affirmed: -- Corporate Family Rating at Ba2 -- Probability of Default Rating at Ba2 -- $390 million senior subordinated notes due 2014 at Ba3 (LGD5, 76%) The proceeds of the new notes will be used to refinance the $390 million Notes due 2014. Moody's will withdraw the ratings on the 2014 Notes upon their redemption in conjunction with the completion of the refinancing. Ratings Rationale Vail's Ba2 corporate family rating reflects Vail's strong balance sheet, modest leverage and solid cash flow to debt metrics as well as good liquidity profile. The rating also considers the company's position as owner and operator of premier destination ski resorts in the western United States and the industry's high entry barriers. Conversely, the rating is constrained by the company's relatively small revenue size, low margins and return on assets, and its earnings concentration in the ski resort industry, which is highly seasonal, reliant on weather conditions and exposed to weaker discretionary recreational spending. Additionally, Vail's rating incorporates the capital intensive nature and high fixed cost structure of its operations, as well as the lumpiness of its real estate cash flows. While the company's lodging segment on its own is marginally profitable, it is interrelated with and supportive of the ski resort business, which generates the bulk of the company's cash flow. The stable outlook depicts Moody's view that the Vail's largest business unit -- the Mountain segment, will see steady revenue and earnings growth in the coming year, driven by expected modest increase in ski visitation and pricing. The earnings growth in the segment will likely more than offset the weakness in the real estate business which continues to perform below Moody's expectations. Further, Moody's notes the covenant package in the new bond indenture and amended credit agreement would afford the company more flexibility to carry on future shareholder-friendly initiatives including dividends or share buybacks. Therefore, the stable outlook is contingent upon management's adherence to a conservative financial policy. In order for Moody's to consider any positive movement in Vail's ratings, the company would need to improve its EBIT margin close to 15% and EBIT/Interest near 3.0x on a sustained basis. Conversely, negative rating pressure would develop should skier visitation and pass revenues drop and real estate closing experience further delay to such an extent that total debt/EBITDA (Moody's adjusted) deteriorates to a level approaching 4 times and retained cash flow/net debt falls below 20%. Additionally, should the company implement a more aggressive financial policy with share buy backs, acquisitions or dividend distributions resulting in higher debt levels or weaker liquidity position, downgrade pressures could develop. Vail is a publicly-traded holding company (NYSE: MTN)that owns and operates through its subsidiaries five world-class ski resort properties in the Colorado Rocky Mountains and the Lake Tahoe area of California/Nevada, as well as ancillary businesses, primarily including ski school, dining and retail/rental operations. The company also owns and/or manages lodging properties, and develops real estate in and around the resort communities. Net revenues for the last twelve months ending January 31, 2010, were approximately $1.1 billion. The principal methodologies used in this rating were Global Lodging & Cruise Industry Rating Methodology published in December 2010, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. VAIL RESORTS: S&P Puts 'BB' Rating on Proposed $390MM Senior Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'BB' rating to Vail Resorts Inc.'s proposed $390 million senior subordinated notes due 2019. The rating is the same as the corporate credit rating on Vail. "We also assigned a recovery rating of '3' to the notes, indicating our expectation of meaningful (50% to 70%) recovery for bondholders in the event of a payment default," S&P stated. The company intends to use the proceeds from the notes to refinance its $390 million 6.75% senior subordinate notes due February 2014, and to pay for premiums, fees, and expenses. "While this transaction improves Vail's debt maturity profile, the transaction is essentially debt neutral and we view it as a modest improvement to the company's credit risk. On March 10, 2011, we raised our corporate credit rating on Vail to 'BB' from 'BB-'. The upgrade reflected our belief that Vail is likely to sustain our measure of adjusted leverage (including operating leases for the company's Northstar-at-Tahoe acquisition) in the mid-3 area or below over the intermediate term. At Jan. 31, 2011, adjusted leverage and interest coverage were 3.0x and 5.7x, respectively -- both good for the current rating," S&P stated. "Given the company's current balance-sheet flexibility, limited likely new development spending over the intermediate term, and our expectation for a continued recovery in the company's mountain business, we expect adjusted leverage will remain good for the current rating over the next several quarters. Lower ratings are possible if the company embarks on a large-scale development project or pursues a more aggressive financial policy with respect to acquisitions and share repurchases that would result in adjusted leverage sustained above the mid-3x area. However, we would temporarily tolerate leverage spiking to a maximum of 4x for productive investment spending as long as we believe Vail would likely reduce leverage over time and the company significantly limits its share repurchase activity during times of heavier investment spending," S&P elaborated. Higher ratings are not likely at this time given cyclicality and weather-related risks to the business. "In addition, Vail has publicly acknowledged its financial policy would tolerate our measure of adjusted leverage in the mid-3x area, which is in line with the current rating," S&P noted. "Our 'BB' corporate credit rating on Vail remains unchanged. Ratings List Vail Resorts Inc. Corporate Credit Rating BB/Stable/-- New Ratings Vail Resorts Inc. Senior Subordinated $390 mil nts due 2019 BB Recovery Rating 3 VITRO SAB: Mexican Appellate Court Reinstates Prepack Case ---------------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that Vitro SAB emerged the victor when an appellate court in Mexico reinstated the prepackaged reorganization the company filed last year under that country's concurso mercantile, the Mexican equivalent of a prepackaged Chapter 11 reorganization. Mr. Rochelle relates that Vitro's bankruptcy proceedings in Mexico and the U.S. are being opposed by a group saying they hold more than 60 percent of the $1.2 billion of Vitro bonds in default for two years. According to the Bloomberg report, Thomas Lauria, a lawyer from White & Case LLP in Miami representing bondholders, said in an interview that Vitro's Mexican reorganization was dismissed by a judge in Mexico. Dismissal was upheld on appeal. Vitro was granted rehearing where the original decision was reversed in a ruling that Vitro has the right to be in a prepackaged concurso despite reliance on accepting votes based on debt owing to affiliates companies, Mr. Lauria said. Mr. Lauria said that the ruling "only affects the ability to be in a prepackaged concurso" and doesn't mean that the Mexican court will eventually impose the reorganization based on insider votes, over objection from bondholders. Mr. Rochelle relates that in the now-revived Mexican reorganization, Vitro was offering noteholders what it said would be a recovery of as much as 73% by exchanging existing debt for cash, new debt and convertible bonds. Bondholders believe Vitro is worth enough to pay them in full. Four U.S. Subsidiaries in Ch. 11 According to Mr. Rochelle, Vitro SAB consented early this month to putting Vitro America LLC and three other U.S. subsidiaries into Chapter 11. The bankruptcy judge granted the request, and the four companies are now officially in bankruptcy reorganization in Fort Worth, Texas. The four U.S. subsidiaries were among the 15 Vitro U.S. companies that were the targets of involuntary Chapter 11 petitions filed in November by holders of some of the $1.2 billion of bonds in default for two years. Vitro said in a court filing that it will use Chapter 11 to sell "substantially all" of the asset of Vitro America and Super Sky Products Inc. to an affiliate of Grey Mountain Partners LLC from Boulder, Colorado. The U.S. companies make glass for construction and the auto replacement markets. About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and is now seeking to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. The offer was to expire Dec. 7, 2010. Noteholders who oppose the exchange, namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. -- which hold US$75 million, or approximately 6% of the outstanding bond debt -- commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other affiliates on Nov. 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation Counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. The U.S. affiliates subject to the involuntary petitions are Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10- 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485). Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, thereby commencing its voluntary concurso mercantil proceedings. Vitro SAB believes that, as a result of the implementation of the Concurso Plan through the Mexican Proceeding, the holders of the Restructured Debt will recover 68% to 75% of the face value of their respective claims. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on Dec. 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Alejandro Francisco Sanchez-Mujica, as foreign representative of Vitro, has asked the U.S. Bankruptcy Court to enter an order recognizing the Mexican Proceeding as "foreign main proceeding" pursuant to 11 U.S.C. Sections 1515 and 1517. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. The judge said Vitro couldn't push through a plan based on the vote of $1.9 billion of intercompany debt when third-party creditors were opposed. Vitro is appealing. WASHINGTON LOOP: Section 341(a) Meeting Scheduled for May 19 ------------------------------------------------------------ The U.S. Trustee for Region 21 will convene a meeting of Washington Loop, LLC, a Limited Liability Company's creditors on May 19, 2011, at 1:30 p.m. The meeting will be held at the United States Courthouse Federal Building, 2110 First Street 2-101, Fort Myers, Florida. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Punta Gorda, Florida-based Washington Loop, LLC, a Limited Liability Company, filed for Chapter 11 bankruptcy protection on March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053). Joel S. Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $45,098,259 in total assets and $19,654,992 in total debts as of the Petition Date. The Debtor was dismissed from a prior Chapter 11 case, (Case No. 9:10-27981) by order of the Court entered on March 17, 2011. In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as filed under penalty of perjury, listed some 34 general unsecured creditors totaling claims of $1,953,354.42. In that case, the Debtor, under penalty of perjury listed all Schedule F debts and non-contingent, liquidated, and undisputed. The Debtor now declares, under penalty of perjury, that all Schedule F debts are unliquidated. These schedules were filed no less than two weeks after the dismissal of the prior Chapter 11 case, and only six weeks after the Debtor filed its Schedule F in that case. WASHINGTON LOOP: Files Schedules of Assets & Liabilities -------------------------------------------------------- Washington Loop, LLC, a Limited Liability Company, has filed with the U.S. Bankruptcy Court for the Middle District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $45,000,000 B. Personal Property $98,259 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $17,653,754 E. Creditors Holding Unsecured Priority Claims $2,099 F. Creditors Holding Unsecured Non-priority Claims $1,999,140 ----------- ----------- TOTAL $45,098,259 $19,654,992 Punta Gorda, Florida-based Washington Loop, LLC, a Limited Liability Company, filed for Chapter 11 bankruptcy protection on March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053). Joel S. Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves as the Debtor's bankruptcy counsel. The Debtor was dismissed from a prior Chapter 11 case, (Case No. 9:10-27981) by order of the Court entered on March 17, 2011. In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as filed under penalty of perjury, listed some 34 general unsecured creditors totaling claims of $1,953,354.42. In that case, the Debtor, under penalty of perjury listed all Schedule F debts and non-contingent, liquidated, and undisputed. The Debtor now declares, under penalty of perjury, that all Schedule F debts are unliquidated. These schedules were filed no less than two weeks after the dismissal of the prior Chapter 11 case, and only six weeks after the Debtor filed its Schedule F in that case. WATERSONG APARTMENTS: Section 341(a) Meeting Scheduled for May 10 ----------------------------------------------------------------- The U.S. Trustee for Region 15 will convene a meeting of Watersong Apartments, L.P.'s creditors on May 10, 2011, at 1:30 p.m. The meeting will be held at the Office of the U.S. Trustee, 402 W. Broadway (use C Street Entrance), Suite 1360, Hearing Room B, San Diego, California. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Solana Beach, California-based Watersong Apartments, L.P., filed for Chapter 11 bankruptcy protection on April 2, 2011 (Bankr. S.D. Calif. Case No. 11-05632). David Reeder, Esq., at Reeder Law Corporation, 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. WICKES FURNITURE: Court Encourages Accord in Discrimination Suit ---------------------------------------------------------------- Throughout the summer of 2010, the parties to the employment discrimination lawsuit, Shirley Woods, v. Wickes Furniture, Inc., et al., No. 09 CV 300 (N.D. Ill.), engaged in settlement negotiations which, according to defendants Wickes and Suzanne Forsythe, culminated in an enforceable settlement agreement. Ms. Woods takes the position that the settlement agreement was never finalized and argues that she is not bound by its terms. The Defendants filed a motion to enforce the settlement agreement. In an April 7, 2011 Memorandum Opinion and Order, Magistrate Judge Young B. Kim denied the request. "The court acknowledges the defendants' representation that Wickes has no remaining assets and that the individual defendants intend to move to dismiss this case," Judge Kim said. "The parties are encouraged to revisit the possibility of settlement before turning to dispositive motions. Although Woods is not bound by the previously negotiated agreement, it is clear that the parties made substantial progress toward resolving this case. Perhaps the parties will be able to capitalize on that progress by focusing their efforts on re-working or excising the specific provisions of the proposed settlement to which Woods objects." According to Judge Kim, "The court is happy to host an in-person settlement conference to assist the parties. If the parties are able to reach an agreement, the court will require the parties to state the terms on the record in order to bind the parties to those terms regardless of whether a written agreement is executed." A copy of the Court's ruling is available at http://is.gd/gOC8Uk from Leagle.com. About Wickes Furniture Based in Wheeling, Illinois, Wickes Furniture Company, Inc. -- http://www.wickesfurniture.com/-- is a furniture retailer in the U.S. with 43 retail stores serving greater Chicago, Los Angeles, Las Vegas, and Portland. Founded in 1971, Wickes offers room packages featuring complete living rooms, dining rooms, bedrooms as well as bedding, home entertainment, accessories and accent furniture. Wickes employs more than 1,700 employees and offers products from leading furniture and bedding manufacturers. The company and two of its debtor-affiliates filed for Chapter 11 protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-10213). Nancy Peterman, Esq., at Greenberg Traurig LLP, in Florida and Sandra G. Selzer, Esq., at Greenberg Traurig LLP, in Delaware represent the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims, noticing and balloting agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. Margaret M. Manning, Esq., at Whiteford Taylor & Preston in Wilmington, Delaware, represents the Committee in these cases. Wickes Furniture Company's schedules show total assets of $95,503,244 and total liabilities of $153,787,895. Wickes Holding's schedules show total assets of $15,108,493 and total liabilities of $79,535,472. WINCOPIA FARMS: Bankr. Ct. Recommends Dismissal of Suit v. G&G -------------------------------------------------------------- Bankruptcy Judge James F. Schneider recommended to the District Court the dismissal of the adversary proceeding, Wincopia Farms, LP, v. G&G, LLC, and Trent Gourley, Adv. Pro. No. 07-0908 (Bankr. D. Md.). The adversary proceeding was initiated in the U.S. Bankruptcy Court for the District of Maryland by the Debtor on Nov. 9, 2007. On April 9, 2008, the Debtor filed a first amended complaint which the Bankruptcy Court dismissed on March 25, 2009. Presently before the Court are Wincopia Farms' motion to file a second amended complaint, the defendants' motion to prohibit the plaintiff from filing a second amended complaint and the defendants' motion to dismiss. Wincopia Farms stated in all three complaints that they were core proceedings pursuant to 28 U.S.C. Sec. 157(b), which the defendants did not contest. Nevertheless, the Bankruptcy Court has determined that both the first amended and second amended complaints are non-core, related proceedings which the Bankruptcy Court may hear and determine, but in which it may not enter final orders, pursuant to 28 U.S.C. Sec. 157(c). Wherefore, this opinion is presented in the form of Proposed Findings of Fact and Conclusions of Law to be transmitted to the U. S. District Court, pursuant to Federal Rule of Bankruptcy Procedure 9033. In an earlier opinion, issued March 25, 2009, the Bankruptcy Court granted the motion of the defendant to dismiss the complaint for lack of standing to sue. On March 31, 2009, Wincopia Farms filed a motion to reconsider the dismissal only as to Count II of the complaint which alleged fraud. The motion asserted that the opinion had erroneously concluded that the plaintiff's guarantee was governed by Virginia law, rather than the law of Maryland. Having reviewed the guarantee and acknowledging its error, the Bankruptcy Court granted the plaintiff's motion for reconsideration on May 29, 2009. The Bankruptcy Court has reached the legal conclusion that under Maryland law, the debtor/guarantor of a loan is without standing to sue the lender for alleged fraudulent misconduct in making a loan to the borrower, absent an independent harm to the guarantor. Accordingly, the Bankruptcy Court recommends to the U.S. District Court that the motion to dismiss the adversary proceeding be granted. Judge Schneider said he delayed writing the opinion in the expectation that it would not be necessary after the Office of the United States Trustee filed a motion to dismiss or convert the underlying bankruptcy case on Sept. 2, 2010; but the motion was withdrawn on Dec. 9, 2010, upon the Debtor's payment of quarterly fees and filing of operating reports. Wincopia Farms is a single asset real estate bankruptcy in which the real estate has been foreclosed upon and sold. A copy of the Bankruptcy Court's Report and Recommendation dated March 31, 2011, is available at http://is.gd/V8huG2from Leagle.com. Based in Laurel, Maryland, Wincopia Farms, L.P. -- http://wincopiafarmsinc.com/-- is an agricultural supplier. It filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 07-15899) on June 28, 2007. Judge James F. Schneider presides over the case. Alan M. Grochal, Esq. -- agrochal@tydingslaw.com -- at Tydings & Rosenberg LLP serves as the Debtor's counsel. Alan Michael Noskow, Esq., at Patton Boggs, L.L.P., McLean, Virginia, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $100 million in both assets and debts. ZANETT INC: To Restate Q3 Report; Sees Increase in Net Income ------------------------------------------------------------- The management of Zanett, Inc., concluded, and the Audit Committee of the Company's Board of Directors confirmed, that the Company's unaudited consolidated financial statements included in the Company's Quarterly Report on Form 10-Q for the period ended Sept. 30, 2010 should no longer be relied upon. In connection with a review of the Company's consolidated financial statements by the Company's management, and the ongoing audit of those financial statements by the Company's independent registered public accounting firm, EisnerAmper LLP prior to filing the Company's Annual Report on Form 10-K for the period ended Dec. 31, 2010, the Company re-evaluated its accounting with respect to recognizing a Beneficial Conversion Feature upon the reset of the conversion rate on Sept. 17, 2010 of the Company's convertible note issued to Rockport Investments Ltd. on March 31, 2010. In reviewing the accounting treatment, the Company determined that the resetting of the conversion rate would not result in a BCF in accordance with ASC 470-20, "Debt-Debt with Conversion and Other Options." As of Sept. 17, 2010, the Company initially recorded a BCF of $1,369,054 as a reduction in debt (via a debt discount) and an offsetting increase in additional paid-in capital. As of Sept. 30, 2010, the Company recorded an increase to interest expense of $8,435 and a reduction of the debt discount for the amortization of the debt discount for the period from Sept. 17, 2010 through Sept. 30, 2010. The Company will amend its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2010 by restating its consolidated financial statements to reflect the revised accounting treatment, which is expected to result in an increase in net income for the three months ended Sept. 30, 2010 and a decrease in the net loss for the nine months ended Sept. 30, 2010 by $8,435 in each case, and a reduction in total stockholders' equity and an increase in total liabilities by $1,360,619 in each case, at Sept. 30, 2010. The Company's management and the Audit Committee discussed the matters above with EisnerAmper and determined that a restatement of the consolidated financial statements above was warranted. About Zanett Inc. Based in New York, Zanett Inc. is an information technology company that provides customized IT solutions to Fortune 500 corporations and mid-market companies. Until the disposition of Paragon Dynamics, Inc., the Company also provided those solutions to classified government agencies. At Sept. 30, 2010, the Company had total assets of $29,103,622, total liabilities of $21,165,812, and stockholders' equity of $7,937,810. Zanett Inc. in November 2010 said it remains in discussion to replace its revolving credit facility with Bank of America. Zanett was not in compliance with certain loan covenants as of Sept. 30, 2010. The credit facility matured on June 21, 2010. The Company's line of credit was subject to a forbearance agreement with BofA. ZEIGER CRANE: Obtains Access to Cash Collateral Until Apr. 21 ------------------------------------------------------------- The United States Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, entered an order on April 7, 2011, authorizing Zeiger Crane Rental, Inc., to use cash collateral through and including April 21, 2011. The Court has previously entered two Interim Cash Collateral orders in Zeiger's Chapter 11 case. The third, and current order, pushes the Debtor's deadline to use Cash Collateral from April 3 to April 21. The Court has by separate order, scheduled, and will conduct, an evidentiary hearing on the Cash Collateral Motion on May 17, 2011, Judge Erik P. Kimball points out. However, Judge Kimball notes that in the event the Debtors' motion to approve their stipulation with People's United Equipment Finance Corp. is approved following hearings to be conducted by the Court on April 21, at 2:30 p.m., and absent any objection to the Cash Collateral Motion, the Evidentiary Hearing may be cancelled by the Court. Otherwise, at the Hearings, the Court will consider the Debtors' continued use of cash collateral pending the Evidentiary Hearing, Judge Kimball added. Zeiger Crane Rental, Inc., is a nationwide crane rental company that has been operating out of Palm Beach County, Florida, since 1986. It filed for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14183). The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate Atlantic Leasing, Inc., filed a separate Chapter 11 petition on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14185). The cases are jointly administered. Zeiger Crane is the lead case. ZEIGER CRANE: Proposes to Employ Mark Welch as CRO -------------------------------------------------- Zeiger Crane Rental, Inc. and its debtor affiliates seek the U.S. Bankruptcy Court for the Southern District of Florida to: (i) employ Morris Anderson & Associates, Ltd to provide interim management to the Debtors, nunc pro tunc to February 18, 2011; and (ii) designate Mark Welch, managing director at Morris Anderson, as chief restructuring officer. As the Debtors' chief restructuring officer and restructuring advisor, Mr. Welch and Morris Anderson will: (a) provide an analysis of the Debtors' cost structure, business location/business units, lease obligations, financial projections and cash projections for purposes of assisting the Debtors with their negotiations with other parties-in-interest; (b) provide recommendations on cost reduction and liquidity improvements; (c) develop strategies to enhance weekly cash flow and monthly full financial projections; (d) advise and assist the Debtors with preparation of financial projections, budgets and other analyses relating to monthly reporting requirements and pursuit of confirmation of plans of reorganization or other strategic alternatives; (e) assist the Debtors in the preparation of monthly operating reports as required by the United States Trustee for Region 21; (f) perform other necessary financial services in connection with these Chapter 11 cases; (g) report directly to the Debtors' boards of directors or managing members; (h) serve as the Debtors' principal contact with creditors with respect to the Debtors' financial and operational matters; and (i) have final authority on any check issued or wire transfer by the Debtors for more than $1,000. Mr. Welch will bill at an hourly rate of $375.00. Morris Anderson will also charge for reasonable expenses. Mr. Welch will be an officer of Zeiger Crane and will be entitled to receive whatever indemnities are made available to other officers of the Debtors, whether by bylaws, certificates of incorporation, applicable corporate laws or contractual agreements generally applicable to officers of the Debtors; provided, however, no right of indemnity or obligation to defend or hold harmless will apply to any claims, liabilities, losses or damages arising as a result of bad faith, willful misconduct or gross negligence on behalf of Morris Anderson. Mr. Welch will also remain an employee of Morris Anderson. The hourly rates of Morris Anderson's senior managers range from $375 to $525. Mr. Welch -- mwelch@morrisanderson.com -- maintains that Morris Anderson is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Zeiger Crane Rental, Inc., is a nationwide crane rental company that has been operating out of Palm Beach County, Florida, since 1986. It filed for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14183). The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate Atlantic Leasing, Inc., filed a separate Chapter 11 petition on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14185). The cases are jointly administered. Zeiger Crane is the lead case. ZEIGER CRANE: Secured Creditor Seeks Appt. of Chapter 11 Trustee ---------------------------------------------------------------- People's United Equipment Finance Corp. f/k/a Financial Federal Credit Inc. asks the U.S. Bankruptcy Court for the Southern District of Florida to direct the appointment of a Chapter 11 trustee in Zeiger Crane Rental, Inc. and its debtor affiliates' Chapter 11 cases. People's United provided $20,700,000 in financing to the Debtors for the purchase of cranes and other heavy equipment. Counsel to People's United, Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami, Florida -- sbaena@bilzin.com -- argues that the Debtors' Chapter 11 cases warrant the appointment of a fiduciary as a result of the prepetition conduct of the Debtors and their principal, Steve Zeiger. He reminds the Court that at the first-day hearing, People's United apprised the Court of three instances of the illicit conduct by the Debtors. Since then, People's United has learned additional facts regarding those transfers and about yet another transfer, he relates. People's United has also identified over $400,000 in questionable payments by the Debtors in just the 120 days before the Petition Date to, among other recipients, insiders including Mr. Zeiger's ex-wife, country clubs, residential mortgage lenders, credit card issuers, marine lenders, Mr. Zeiger's personal boat captain, and other boat-related expenses and approximately $900,000 in suspect transfers to and from Mr. Zeiger's personal money-market account, Mr. Baena discloses. Against this backdrop, it is impossible to conceive of any justification for all of the transfers or any reason not to consider the transfers to be evidence of systematic fraud and looting of the company treasury, Mr. Baena tells the Court. After all, at the time of the transfers, the Debtors were delinquent in the payment of the claims of their creditors, he asserts. As it currently stands, existing management is an impediment to a successful resolution of these Chapter 11 cases, he avers. Present management is also unlikely to investigate and pursue the recovery of impermissible prepetition transfers which are likely critically needed funds, since Mr. Zeiger would appear to be at the center of those transfers, he argues. Zeiger Crane Rental, Inc., is a nationwide crane rental company that has been operating out of Palm Beach County, Florida, since 1986. It filed for Chapter 11 bankruptcy protection on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14183). The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate Atlantic Leasing, Inc., filed a separate Chapter 11 petition on Feb. 18, 2011 (Bankr. S.D. Fla. Case No. 11-14185). The cases are jointly administered. Zeiger Crane is the lead case. ZIA SHADOWS: Dist. Court Rules on Suit v. City of Las Cruces ------------------------------------------------------------ District Judge Martha Vazquez ruled on the defendant's motion for summary judgment in the case, Zia Shadows, LLC, a New Mexico Limited Liability Company, Alex Garth, and William Garth, v. City of Las Cruces, New Mexico, a municipal corporation; and William Mattice, in his official and individual capacities, jointly and severally, No. 09-CV-0909 MV/WPL (D. N.M.). Zia Shadows is a New Mexico limited liability company. Alex and William Garth are individuals who serve as principal members of Zia Shadows. In 1998, Plaintiffs purchased property located at 4250 North Elks Drive in Las Cruces with the intent of building a manufactured home community to be called Zia Shadows, from which Plaintiffs would rent spaces for mobile homes. Between 1998 and 2002, Plaintiffs obtained the necessary permits and approvals from Defendant the City of Las Cruces and built Phase I of the community. Plaintiffs planned to begin Phase II of the building in 2002, but the cost of financing manufactured home sales increased. Plaintiffs first created additional lots to sell in fee simple, with the goal of providing more affordable housing, and subsequently decided to convert the site to a condominium. Between 2002 and 2006, they submitted numerous proposals to the City for the development of the property. Eventually, after many revised proposals and City Council meetings at which a final vote on the approval of Plaintiffs' proposed development was tabled, the City approved Plaintiffs' proposal for a Planned Unit Development notwithstanding its concerns regarding Plaintiffs' financial stability. Thereafter, Plaintiff Alex Garth filed for personal bankruptcy, and ultimately Plaintiffs were forced to relinquish ownership of the property. Plaintiffs filed the lawsuit pursuant to 42 U.S.C. Sec. 1983, arguing that Defendants acted arbitrarily and capriciously in delaying the approval of Plaintiffs' development plan, resulting in a violation of Plaintiffs' constitutional rights to equal protection, due process, and free speech. The District Court held that the claims against Defendant William Mattice are dismissed. Summary judgment is granted in favor of the City of Las Cruces as to Plaintiffs' procedural due process, substantive due process, and equal protection claims. Summary Judgment is denied as to Plaintiffs' First Amendment retaliation claims brought against the City of Las Cruces. A copy of the District Court's March 31, 2011 Memorandum Opinion and Order is available at http://is.gd/9xMakCfrom Leagle.com. Zia Shadows filed for Chapter 11 bankruptcy on Nov. 8, 2004. * Moody's: U.S. Junk Default Rate Declines in March --------------------------------------------------- Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that the default rate on junk-rated debt in the U.S. was 2.9% at the end of March, down from 3.4% at the end of 2010. A year ago, the junk default rate was 11%, Moody's Investors Service said in an April 7 report. Based on the dollar amount of defaults, the U.S. junk default rate was 1.5% in March, compared with 1.6% at the close of 2010. One year ago, the default rate was 11.8%. According to Moody's, world wide, the junk default rate was 2.6% in March, compared with 10% one year ago. Moody's forecasts that the worldwide default rate will reach a low of 1.5% in December before climbing to 1.6% in March 2012. * Regional Mall Vacancy Rate at 10-Year High -------------------------------------------- Vacancies in regional malls are the highest in at least 10 years, Bill Rochelle, Bloomberg News' bankruptcy columnist, said, citing a report from Reis Inc. The vacancy rate increased in the fourth quarter to 9.1% from 8.9% a year earlier, Reis said. The vacancy rate is the highest since Reis began keeping the statistics in 2000. * Jay A. Dubow Rejoins Pepper Hamilton as Partner ------------------------------------------------- Bankruptcy Law360 reports that Advanta Corp.'s former general counsel - who is also a securities class action defense pro - is returning to Pepper Hamilton LLP's Philadelphia office, two months after Advanta won approval of its Chapter 11 plan. Jay A. Dubow, who was also previously an enforcement lawyer for the U.S. Securities and Exchange Commission, comes back to his old firm as a partner, the firm announced Wednesday, Law360 says. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- April 27-29, 2011 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott, Chicago, IL Contact: http://www.turnaround.org/ May 5, 2011 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - New York City Association of the Bar of the City of New York, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ May 6, 2011 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference Hilton New York, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ June 6, 2011 AMERICAN BANKRUPTCY INSTITUTE Canadian-American Cross-Border Insolvency Symposium Fairmont Royal York, Toronto, Ont. Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: http://www.abiworld.org/ July 21-24, 2011 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ July 27-30, 2011 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Sanctuary at Kiawah Island, Kiawah Island, S.C. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 4-6, 2011 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. __, 2011 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium Dublin, Ireland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ April 3-5, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Grand Hyatt Atlanta, Atlanta, Ga. Contact: http://www.turnaround.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ November 1-3, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Westin Copley Place, Boston, Mass. Contact: http://www.turnaround.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ April 10-12, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Chicago, Chicago, Ill. Contact: http://www.turnaround.org/ October 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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 ***