/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110415.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 15, 2011, Vol. 14, No. 104 Headlines 11700 SAN JOSE: Plan Confirmation Hearing Reset to April 26 ADVANCEPIERRE FOODS: S&P Affirms 'B' Corporate Credit Rating ALABAMA AIRCRAFT: Wants to Terminate Pension Plan ALLIED HEALTH: Founder Pleads Guilty to $87-Million Lease Fraud ALLEGIANCE HAWKS: Sells Lot Parcel to F. Sultanali for $1 Million ALUMINUM SERVICE: Bankruptcy Exit Plan Declared Effective AMBASSADORS INT'L: U.S. Trustee, Creditors Oppose Sale Plan APPLESEED'S INTERMEDIATE: Court Confirms Reorganization Plan ARAPAHOE LAND: Files Schedules of Assets & Liabilities ARAPAHOE LAND: Section 341(a) Meeting Scheduled for May 2 ARAPAHOE LAND: Taps Rogers & Anderson as Bankruptcy Counsel ARIEL WAY: Completes Acquisition of Government-Buys ASARCO LLC: Barclays Defends Fee Enhancement Award ASARCO LLC: Ex-Employees Indentify Possible Toxic Sites BANKUNITED FINANCIAL: Committee Files Liquidating Plan BARNES BAY: Creditors Ask Judge to Appoint Ch. 11 Trustee BIOLASE TECHNOLOGY: Sells 320,000 Shares at $5.60 Apiece BLACK CROW: Court Denies GE Capital Plea to End Exclusivity BLACK CROW: Asks for 60-Day Extension of Lease Decision Period BLOCKBUSTER INC: Icahn Seeks Sanctions in Bondholder Suit BLUE WATER AUTO: Dist. Court Reverses Ruling in McTevia-USDR Rift BRIGHAM EXPLORATION: 2011 Bonus and 401(k) Matching Plans Okayed CATALYST PAPER: To Hold April 28 Call for Quarterly Results CATERING BOSS: Voluntary Chapter 11 Case Summary CATHOLIC CHURCH: Wilm. Has 19th Interim Order on PIA Withdrawals CATHOLIC CHURCH: Parties Object to Milwaukee Mediation Expenses CATHOLIC CHURCH: CMRSA Wants Judgement on Separate Document CENTRALIA OUTLETS: Files Chapter 11 Plan of Reorganization CINRAM INTERNATIONAL: S&P Raises Corporate Credit Rating to 'B-' CLEAN BURN: J. Peterson Named Financial Estate Analyst CLEAN BURN: Proposes Northen Blue as Bankruptcy Counsel CLEAN BURN: Wants to Hire Anderson Bauman as Financial Consultant COMPOSITE TECHNOLOGY: Lender Wants Chapter 11 Trustee COVENANT CARE: Voluntary Chapter 11 Case Summary CPJFK LLC: Files Plan of Reorganization and Disclosure Statement CRYSTALLEX INT'L: President to Assume Duties of VP Finance DECRANE AEROSPACE: Moody's 'Caa1' Corporate Rating DESERT PALMS: Case Summary & Largest Unsecured Creditor DIVINE SQUARE: Intervest National Bank Seeks to Dismiss Case DIVINE SQUARE: Proposes to Employ Property Tax Adjusters DIVINE SQUARE: Seeks to Employ Holly Sime Realty as Leasing Agent DLGC II: Voluntary Chapter 11 Case Summary DOUGLAS ASPHALT: Martin Marietta Goes Back to Superior Court DUKE AND KING: Access to Cash Until May 20 Subject to Milestones DUKE FOODS: Case Summary & 20 Largest Unsecured Creditors EMIVEST AEROSPACE: Bids for Two Properties Due June 16 ENRON CORP: ECRC Withdraws Rejection Notices & Pleadings FIRST BANCORP: Inks Second Amendment to U.S. Treasury Agreement GAS CITY: Receives $70 Million Offer From Speedway LLC GREATER ATLANTA BROKERAGE: RE/MAX Seeks Chapter 11 Protection GREGORY CARLING: Court Conditions Stay Relief on Sale Closing E-DEBIT GLOBAL: Incurs $1.15 Million Net Loss in 2010 EASTSIDE ESTATES: Voluntary Chapter 11 Case Summary EFD LTD: Section 341(a) Meeting Scheduled for May 10 FIRST DATA: Lenders Extend Due Date for $6.25-Bil. in Loans FIRST JERSEY: $1.5-Mil. Sent to Investors Defrauded by Brennan FLEMING STEEL: Case Summary & 20 Largest Unsecured Creditors GARY PHILLIPS: Has Access to Cash Collateral Until April 29 GENERAL MOTORS: Old GM to Distribute New GM Shares to Creditors GMX RESOURCES: Has Total Production of 6.0 Bcfe for 1st Qtr. GOODYEAR TIRE: Moody's Puts 'Ba2' Rating to New Sr. EUR250MM Notes GREEN VALLEY: Moody's Withdraws Ratings After Bankruptcy Filing GREENBRIER COS: 38% of Outstanding 8-3/8% Notes Validly Tendered GROVE STREET: Further Cash Collateral Hearing Set for April 28 H & D INVESTMENTS: Voluntary Chapter 11 Case Summary HARBOUR EAST: Obtains Interim Court Okay to Use Cash Collateral HOFMEISTER'S PERSONAL: Case Summary & Creditors List HOWREY LLP: Faces Involuntary Chapter 7 Bankruptcy Petition IDO SECURITY: Incurs $7.78 Million Net Loss in 2010 IMEDICOR INC: Sues Access Pharma for Breach of Contract IMPLANT SCIENCES: Amends Credit, Note and Warrant Pacts With DMRJ INDIANAPOLIS DOWNS: Organizational Meeting Set for April 18 INFUSION BRANDS: Has Oral Agreement for $2-Mil. Sale of Shares JACKSON HEWITT: Receives Non-Compliance Notice From NYSE JETBLUE AIRWAYS: Amended Bylaws Adopted to Conform With Del. Law JILL JENSEN-AMES: Hit With $155T Judgment in Chan-Kraber Suit KRONOS INTERNATIONAL: Fitch Upgrades Issuer Default Rating to 'B' LADY FOREST: Section 341(a) Meeting Scheduled for May 6 LAKE PLEASANT: Voluntary Chapter 11 Case Summary LEVI STRAUSS: Reports $39.17 Million Net Income in Feb. 27 Qtr. LIQUIDMETAL TECHNOLOGIES: Inks Settlement/Purchase Pact With SAGA LYONDELL CHEMICAL: Highland Sues UBS Over Contract Breach MAGIC BRANDS: Submits Solicitation Version of Liquidation Plan MAYFAIR BAGELS: Case Summary & 14 Largest Unsecured Creditors MCCLATCHY CO: Bestinver Gestion Discloses 9.84% Equity Stake MEDICAL PROPERTIES: Moody's Puts '(P)Ba2' Rating to Senior Notes MESA AIR: Raspro & Wells Fargo Assert Administrative Claims MESA AIR: Aircraft Solutions Asserts $408,000 in Admin. Expenses MESA AIR: Court OKs Jan.-Aug. 2010 Professional Fees & Expenses MGM RESORTS: Kirk Kerkorian Steps Down From Board MIDWEST BANC: Court Okays Crowe Horwath as Accountants MISSION BROADCASTING: Moody's Affirms 'B3' Corporate Family Rating MORTGAGES LTD: District Judge Orders Managers to Pay $3.7-Mil. MPG OFFICE: 2011 Annual Meeting of Stockholders on June 16 NEW CENTURY FIN'L: Credit Suisse Dodges Suit Over $3-Bil. Fraud NORTEK INC: Moody's Assigns 'Caa1' to $500MM Sr. Unsec. Notes NORTEL NETWORKS: Mediation on Sale Proceeds Issues Unsuccessful NOVELOS THERAPEUTICS: Longview Discloses 7.60% Equity Stake PALM HARBOR: Fleetwood Objects to Sr. Officer Incentive Program PAPERWORKS INDUSTRIES: Moody's Gives 'B2' to $250-Mil. Loans PITTSBURGH NAT'L GOLF: Files for Bankruptcy Protection PJ FINANCE: Special Servicer Wants Chapter 11 Case Dismissed POWDER RIVER: SEC Accuses Ex-Head Fox of Misleading Investors POWER EFFICIENCY: 3 Directors Disclose Acquisition of Shares RADICAL BUNNY: Four Execs to Pay $3.7 Million in SEC Fraud Case RADIENT PHARMACEUTICALS: Ironridge Discloses 3.8% Equity Stake RANDOLPH MEDICAL: In Chapter 11; Creditors Meeting May 31 REOSTAR ENERGY: Court OKs Killman Murrell as Accountants RIVER WEST: Dist. Court Rejects Appeal Over Sale Proceeds ROCK & REPUBLIC: GR Acquisition's $550T Claim Reduced to $20T SANSWIRE CORP: To Acquire Global Telesat; Gets $1.5MM Financing SATELITES MEXICANOS: Court OKs $96-Mil. Rights Offering SH LEGGITT: Class Suit vs. Vanguard to Proceed in State Court SHERIDAN GROUP: Extends Senior Secured Note Offering Until Today SHOPS AT PRESTONWOOD: Wants to Sell 102 Residential Lots to DRHI SILGAN HOLDINGS: S&P Puts 'BB+' Corporate on Watch Negative SIRIUS XM: Liberty Radio Appoints V. Wittman & C. Vogel to Board SLATER STEELS: Asset Buyer May Pursue CERCLA Claims STINSON PETROLEUM: Avoidance Suit v. Bank Goes to Trial STRIBORG INC: Case Summary & 6 Largest Unsecured Creditors SUPERIOR OFFSHORE: Underwriters Strike $1.9MM Deal in IPO Suit SUSTAINABLE ENVIRONMENT: Announces New Members to Board TABI INT'L: Starts Liquidation; Notice to Gift Card Holders Sent TAPATIO SPRINGS: Files Schedules of Assets & Liabilities TAPATIO SPRINGS: Section 341(a) Meeting Scheduled for May 9 TAWK DEVELOPMENT: Amends Schedules of Assets and Liabilities TELKONET INC: Raises $1.355MM From Preferred Shares Offering TERRESTAR CORP: Gets Interim Okay to Hire Blackstone as Advisor TERRESTAR NETWORKS: Plan Filing Exclusivity Extended Until July 22 TEXSTYLE, LLC: Expects to Exit Chapter 11 This Summer THIRD TORO: Case Summary & 9 Largest Unsecured Creditors TOP SHIPS: Announces Filing of Its Annual Report on Form 20-F TOUSA INC: Creditors End Pursuit of Liquidation Plan Approval TRANSWEST RESORT: Doubletree Hotel Faces Foreclosure Action TRIBUNE CO: Judge Carey Resumes Hearing on Rival Ch. 11 Plans TRIBUNE CO: Longacre, et al., Now Supporting Debtor Plan TRIBUNE CO: Sam Zell Balks at Committee Request to Stay Suit TRICO MARINE: Unit Out-of-Court Offer Extended Until Today TRIZETTO GROUP: Moody's Puts 'B1' Ratings to New Credit Facilities TRIZETTO GROUP: S&P Affirms 'B' Corporate Credit Rating TROPICANA ENT: Yung Wants Lightsway Amended Suit Dismissed TROPICANA ENT: Steering Committee Demands Documents from E&Y UNIGENE LABORATORIES: To Invest $1.5 Million in Tarsa VITRO SAB: Refiles Chapter 15 Petition as Mexico Case Reinstated VITRO SAB: Chapter 15 Case Summary WASHINGTON MUTUAL: FDIC Seeks Dismissal of Reconveyance Actions WATCHWOOD LLC: Trustee to Auction Off Hagerstown Hotel WAVE HOUSE: Wants Plan Filing Exclusivity Until June 1 WAVE HOUSE: Amends Schedules of Assets and Liabilities WOLVERINE TUBE: Files First Chapter 11 Plan after Pension Deal Z TRIM HOLDINGS: Incurs $10.91 Million Net Loss in 2010 * Hinshaw Grows Florida Offices With 8 Ex-Yoss Attorneys * BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors, Volumes I and II ********* 11700 SAN JOSE: Plan Confirmation Hearing Reset to April 26 ----------------------------------------------------------- Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida rescheduled the hearing to consider confirmation of 11700 San Jose Boulevard, LLC's Plan of Reorganization to April 26, 2011, at 1:30 p.m. The Court previously set an April 14 confirmation hearing. As reported in the March 11, 2011 edition of the Troubled Company Reporter, the proposed Plan provides for payment of allowed administrative, priority, secured, and unsecured claims. The Debtor will make payments with money obtained from owning and leasing Mandarin South Shopping Center in Jacksonville, Florida. Under the Plan, the Debtor proposes to pay Class 3 unsecured claims in full, with no interest over 10 years. The Debtor will make, among other things, to pay Class 4 Secured Claim of Park Avenue Bank: -- monthly interest only payments for 6% for the first five years of the Plan; and -- monthly interest only payments amounting to $51,415 amortized over 20 year term at an interest rate of 6% until the maturity date. All Class 5 Equity Interest will be retained and all rights and privileges as shareholders will remain unaltered A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/11700SanJose_DS.pdf About 11700 San Jose 11700 San Jose Boulevard, LLC, is a Florida Limited Company which owns and leases out a piece of commercial real estate in Jacksonville, Florida. 11700 San Jose filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-06484) on July 27, 2010. Kevin B. Paysinger, Esq., at Bankruptcy Law Firm of Lansing J. Roy, assists the Debtor in its Chapter 11 case. The Debtor disclosed $11,268,667 in assets and $7,782,512 in liabilities as of the Petition Date. The U.S. Trustee was unable to form a creditors committee. An affiliate, Mardi Investments #2, LLC, filed a separate Chapter 11 petition (Bankr. M.D. Fla. Case No. 10-05524) on June, 25, 2010. ADVANCEPIERRE FOODS: S&P Affirms 'B' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said it revised its rating outlook to negative from stable on Cincinnati, Ohio-based AdvancePierre Foods Inc. "At the same time, we affirmed our ratings on the company, including the 'B' corporate credit Rating," S&P stated. "In addition, we affirmed the 'B+' issue rating on the company's first-lien term loan. The recovery rating remains '2', indicating our expectations of substantial (70%-90%) recovery in the event of a payment default," S&P noted. "The outlook revision reflects our estimate of AdvancePierre Foods' tight cushion on its leverage covenant for the senior secured term loan and our expectation that covenant levels will remain tight throughout fiscal 2011," said Standard & Poor's credit analyst Bea Chiem. "The ratings on AdvancePierre Foods reflect our view of the company's highly leveraged financial profile and weak business risk profile," S&P related. AdvancePierre Foods is a manufacturer of differentiated value- added protein and handheld convenience food items sold primarily to schools, national accounts, and food service distributors. It develops, manufactures, and markets processed food items, including meat products and ready-to-serve non-meat products. ALABAMA AIRCRAFT: Wants to Terminate Pension Plan ------------------------------------------------- Bankruptcy Law360 reports that Alabama Aircraft Industries Inc. asked a Delaware bankruptcy judge on Tuesday to approve the distress termination of its pension plan. If obligated to make a scheduled contribution to the plan on April 15, the company will be forced to shut down, AAI said, according to Law360. About Alabama Aircraft Alabama Aircraft Industries Inc. -- http://www.alabamaaircraft.com/-- provides aircraft maintenance and modification services for the U.S. government and military customers. Its 190-acre facility, including its corporate offices, is located at the Birmingham International Airport in Birmingham, Alabama. The Company currently has 92 salaried employees and 234 hourly employees. About 251 hourly employees were furloughed since Jan. 1, 2010. Alabama Aircraft filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011. Two subsidiaries also filed -- Alabama Aircraft Industries, Inc.- Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering Services, Inc. (Case No. 11-10454). The Company said that the primary goal of the Chapter 11 filing is to address long-term indebtedness and, in particular, long-term pension obligations under the terms of its pension plan. The Company said it would likely cease operations by April 15, 2011, absent the elimination of its obligations under the pension plan. The Company owes $68.5 million to the Pension Benefit Guaranty Corp. Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to the Debtors. Alabama Aircraft estimated assets and debts of $1 million to $10 million as of the Chapter 11 filing. ALLIED HEALTH: Founder Pleads Guilty to $87-Million Lease Fraud --------------------------------------------------------------- The owner and president of Allied Health Care Services, Inc., on April 13 admitted to organizing and executing a $135 million phony lease scheme that caused losses of more than $80 million and victimized more than 50 financial institutions, U.S. Attorney Paul J. Fishman announced. Charles K. Schwartz, 57, of Sparta, N.J., pleaded guilty before U.S. District Judge Susan D. Wigenton to one count of mail fraud. Mr. Schwartz was previously charged by Complaint and arrested by special agents of the FBI on Sept. 2, 2010. He has been in federal custody since that time. U.S. Attorney Fishman stated: "Charles Schwartz turned phantom medical equipment into very real profits by tricking financial institutions out of tens of millions of dollars. Also victimized in this scheme were his employees, who watched his greed bankrupt the company that signed their paychecks. New Jersey is a hub for health care and financial industry, and we have no room for bad actors who criminally exploit our success." According to documents filed in this case and statements made in Newark federal court: From at least 2002 through July 2010, Mr. Schwartz , through Allied Health Care Services, Inc., convinced financial institutions to pay more than $135 million by telling them that the money would be used to lease valuable medical equipment. In reality, the purported medical equipment supplier did not provide Mr. Schwartz and Allied with any equipment during that time. Instead, the "supplier" created phony invoices which appeared to reflect legitimate transactions. As part of the scheme, Mr. Schwartz approached various financial institutions and informed them that Allied needed to lease particular medical equipment. Using the phony invoices from the "supplier," Mr. Schwartz convinced the financial institutions to enter into leasing arrangements. Pursuant to these arrangements, the financial institutions purchased the medical equipment - which they immediately leased to Mr. Schwartz and Allied - and sent payment for the medical equipment to the purported supplier. The "supplier" then sent the money received from the financial institutions (minus his 3-5 percent payment) to an entity created by Mr. Schwartz to facilitate the fraud. In addition to spending millions of dollars on properties in New Jersey and New York, including a horse farm, Mr. Schwartz used the money in Ponzi-scheme fashion to repay earlier bank loans that were a part of the scheme. By August 2010, several financial institutions from which Mr. Schwartz had obtained loans filed lawsuits against Mr. Schwartz and Allied, claiming he owed them at least $20 million. Allied and Mr. Schwartz were forced into involuntary bankruptcy in August 2010 and September 2010, respectively. Losses from the scheme now total at least $80 million. Mr. Schwartz admitted that more than 50 victim financial institutions lost a total of between $50 and $100 million as a result of the scheme. Mr. Schwartz and the medical equipment "supplier" undertook efforts throughout the scheme to deceive bank examiners who wanted to inspect the non-existent medical equipment, which had been purchased by the financial institutions. Mr. Schwartz admitted that in advance of expected inspections by financial institutions, he directed others to alter serial numbers or create fraudulent serial numbers on existing ventilators to match fraudulent invoices he had supplied to the various financial institutions. At times, when financial institutions sought to review documentation regarding Allied's leasing of the ventilators to its customers, Mr. Schwartz falsely told the financial institutions that the information was protected by Health Insurance Portability and Accountability Act regulations. At one point during an August 2010 conversation between Mr. Schwartz and the "supplier," Mr. Schwartz commented that the financial institutions had fallen "hook, line and sinker" for the false explanation given to bank examiners who asked why the purported supplier used his home address on certain invoices. The mail fraud charge to which Mr. Schwartz pleaded guilty carries a maximum penalty of 20 years in prison and a fine of $250,000, or twice the gross gain or loss from the offense. Sentencing is scheduled for July 18, 2011. U.S. Attorney Fishman credited special agents of the FBI,under the direction of Special Agent in Charge Michael B. Ward, for the continuing investigation which led to today's guilty plea. The government is represented by Assistant U.S. Attorneys Jacob T. Elberg and Joseph Mack of the U.S. Attorney's Office Health Care and Government Fraud Unit in Newark. ALLEGIANCE HAWKS: Sells Lot Parcel to F. Sultanali for $1 Million ----------------------------------------------------------------- Honorable Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Allegiance Hawks Creek Commercial, LP, to sell a certain tract of land located in the City of Westworth Village, Tarrant County, Texas, to Faisal Sultanali for $1,114,000. The Court also allowed AHCC to assume and assign a related ground lease to Sultanali. Proceeds of the sale will be distributed in this manner: -- Integral Real Estate Services, LLC, will be entitled to a consulting fee, and Stan Johnson Company will be entitled to a broker's fee. Both fees will be 3% of the gross sales price. -- Rattikin Title Company will be paid a sum of up to $6,293.57 for services and expenses actually rendered in connection with the Sale, including, Escrow, Courier/Overnight, Copy/Restrictions, and Policy Guaranty Fees, Title Insurance. -- The sum of $92.74 will be allotted for a Tax Report from the Tarrant County Real Property Tax Service. -- Angella Gregory will be paid at a reduced rate of $325 per hour times the number of hours for legal services on the transaction not to exceed a cap of $22,000, which will be escrowed and held by the Debtors for her legal fees in connection with the Sale. -- Brittain & Crawford, LLC will be entitled to the sum of up to $2,489.75 for survey services actually rendered in connection with the Sale. -- The Buyer The Buyer will receive a credit for Rent Proration in the amount of $5,661.36 at closing or an amount agreed upon by the parties should the sale not close on March 4, 2011. -- Whataburger will receive reimbursement of survey costs, and construction costs owing to Whataburger pursuant to the Whataburger Lease in the amount of $24,828. -- Legacy Bank will be paid directly at closing all remaining sales proceeds from the Sale, but in event will that payment be less than $949,945 -- Professional Fees carved out for post-March Cash Collateral budget, amount yet to be determined, will be escrowed and held by the Debtors. The professionals include Integral Real Estate Services, LLC, Angella Gregory and The Curtis Law Firm, PC. About Allegiance Hawks Dallas, Texas-based Allegiance Commercial Development, L.P., and Allegiance Hawks Creek Commercial, L.P., are commercial real estate developers and each are in the business of owning, developing, operating, leasing and selling their pieces of real property, which constitute a project known as Hawks Creek Commercial Shopping Center located at Westworth Village, Tarrant County, Texas. ACD and AHCC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case Nos. 10-43853 and 10-43855) on Nov. 1, 2010. Stephanie D. Curtis, Esq., Mark A. Castillo, Esq., and Jason M. Katz, at The Curtis Law Firm, P.C., in Dallas, Tex., represent the Debtors. In its schedules, AHCC disclosed $15,781,966 in assets and $20,548,132 in liabilities. No official committees have been appointed in the case. ALUMINUM SERVICE: Bankruptcy Exit Plan Declared Effective --------------------------------------------------------- Aluminum Service, Inc. emerged from Chapter 11 on March 31, 2011, pursuant to a notice filed with the U.S. Bankruptcy Court for the Middle District of Florida on March 22, 2011. Aluminum Service's Amended Plan of Reorganization is declared effective on March 31, 2011. Pursuant to the Amended Plan, the Debtor intends to continue the operation of its business, selling the Adamo Property and using the equity to reduce its current obligations and debt service, selling the Merchant Center Property to reduce its debt service, refinancing the Fr. Myers Property to reduce its debt service, and restructuring its line of credit with Bank of America, according to The Troubled Company Reporter on March 16, 2011. About Aluminum Service Aluminum Service Inc., d/b/a ASI Building Products, is headquartered in Tampa, Fla. The Company has provided an array of specialty products to commercial and residential contractors, builders and governmental projects, since 1966. Michael Patierno is the President and the 100% stockholder of the Company. The Company filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-18160) on July 29, 2010. The Debtor is represented by Christopher C. Todd, Esq., at McIntyre, Panzarella, Thanasides. In its schedules, the Debtor disclosed $16,253,311 in assets and $12,029,530 in liabilities. AMBASSADORS INT'L: U.S. Trustee, Creditors Oppose Sale Plan ----------------------------------------------------------- Bankruptcy Law360 reports that U.S. Trustee Roberta DeAngelis, the U.S. trustee in Ambassadors International Inc.'s Chapter 11 bankruptcy case, objected Wednesday to the Company's proposed sale procedures, claiming stalking horse bidder Whippoorwill Associates Inc. is not entitled to bid protections because it is an insider. Dow Jones' DBR Small Cap in a separate report said that two groups of creditors are taking aim at Ambassadors International's proposed sale of its luxury Windstar Cruises line, urging the court to slow the process so they can take a closer look at the stalking-horse deal the company struck with a firm that serves as its lender, shareholder and senior secured note holder. Agreement to Sell to Whippoorwill On April 1, 2011, Ambassadors announced an agreement to sell substantially all of its assets, including Windstar, to Whippoorwill Associates, Inc., as agent for its discretionary funds and accounts. Whippoorwill intends to maintain Windstar's business and operations and invest in Windstar's growth following completion of the anticipated sale. In addition, the financing facility that received interim Court approval is being provided to Windstar and Ambassadors by Whippoorwill. As reported in the April 6, 2011 edition of the Troubled Company Reporter, the Debtors are asking the U.S. Bankruptcy Court for the District of Delaware to approve bid protections, auction process and sale procedures where a newly created designee of Whippoorwill will be the stalking horse bidder at the auction. Whippoorwill, through certain of its discretionary funds and accounts, is currently the sole lender under the prepetition working capital facility, the beneficial owner of approximately 88% of the senior secured notes and a significant shareholder of Ambassadors International, Inc. According to the Debtors, Whippoorwill represents the most logical purchaser for the assets. The Stalking Horse Bidder's bid as set forth in the Stalking Horse Agreement sets a "floor" on bids for the assets by providing for purchase price consideration of approximately $40 million payable in the form of (i) the payment in full in cash and assumption by the Stalking Horse Bidder of the obligations of the Sellers under the Prepetition Working Capital Facility and the DIP Facility; (ii) a credit bid and release of the Sellers' obligations under the 10% senior secured notes due 2010 issued by Ambassadors International, Inc., in an amount of not less than $19 million; and (iii) assumption of other liabilities. The Bidding Procedures The Debtors propose that in the event that they receive other offers to buy their assets, an auction will be held by May 2, 2011, at 10:00 a.m. (prevailing Eastern Time). The Debtors propose that the deadline to submit a bid is April 29, 2011, at 4:00 p.m. (prevailing Eastern Time). Interested bidders must offer to pay a purchase price greater than the Purchase Price plus an initial overbid of $250,000. A Bid must be accompanied by (i) a certified check or wire transfer, payable to the order of the Sellers, in the amount of 10% of the Bid, which funds will be deposited into an interest bearing escrow account to be identified and established by the Sellers. The Good Faith Deposit will be retained by the Sellers until three business days after the earlier of (i) the Closing Date, or (ii) 20 days following the sale hearing. The Sellers are requesting that the Court approve the scheduling of the sale hearing for May 6, 2011. If a Qualified Bid other than the Stalking Horse Agreement is selected as the highest and best bid, then the bidding will start at the aggregate consideration for the assets and on the terms proposed in the highest and best bid, plus $100,000. If the Successful Bidder does not close the Sale by the Closing Date, then the Sellers will be authorized, but not required, to close with the party that submitted the Back-Up Bid, without a further court order, and the Back-Up Bidder will thereafter be deemed to be the Successful Bidder. If the Sellers decide to close with the Back-Up Bidder as the Successful Bidder, the Closing Date will be extended by up to an additional 15 days. About Ambassadors International Headquarters in Seattle, Washington, Ambassadors International, Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates Windstar Cruises, a three-ship fleet of luxury yachts that explore the hidden harbors and secluded coves of the world's most sought- after destinations. Carrying 148 to 312 guests, the luxurious ships of Windstar cruise to nearly 50 nations, calling at 100 ports throughout Europe, the Caribbean and the Americas. Ambassadors International Inc. and 11 affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on April 1, 2011. Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel. Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq., at Richards, Layton & Finger, serve as the Debtors' co-counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Phase Eleven Consultants, LLC, is the Debtors' claims and notice agent. The Debtors disclosed $86.4 million in total assets and $87.3 million in total debts as of Dec. 31, 2010. APPLESEED'S INTERMEDIATE: Court Confirms Reorganization Plan ------------------------------------------------------------ Orchard Brands announced on April 14 that the U.S. Bankruptcy Court for the District of Delaware confirmed the Company's Plan of Reorganization, setting the stage for emergence from Chapter 11, which is expected to occur before the end of April. "Today's ruling marks the last major milestone in advance of the Company's emergence from Chapter 11, and represents the culmination of our restructuring efforts," said Neale Attenborough, Orchard Brands' Chairman and Chief Executive Officer. "Our approved Plan, which reduces our debt by over half and gives us access to significant new capital, will enable Orchard Brands to emerge from this process with a financial structure that firmly positions us for long-term success. Thanks to the strong support of our vendor partners, lenders, and the extraordinary work of our associates, we have moved through the restructuring process very quickly, and are on track for a successful exit." The Company is being advised by Kirkland & Ellis LLP, its legal counsel, and Alvarez & Marsal and Moelis & Company, its financial advisors. 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. ARAPAHOE LAND: Files Schedules of Assets & Liabilities ------------------------------------------------------ Arapahoe Land Investments, L.P., has filed with the U.S. Bankruptcy Court for the Southern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $13,475,000 B. Personal Property $2 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,498,162 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $14,976 ----------- ----------- TOTAL $13,475,002 $8,513,138 Castle Rock, Colorado-based Arapahoe Land Investments, LP, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 11-80194) on April 5, 2011. Barbara Mincey Rogers, Esq., at Rogers & Anderson, PLLC, serves as the Debtor's bankruptcy counsel. ARAPAHOE LAND: Section 341(a) Meeting Scheduled for May 2 --------------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of Arapahoe Land Investments, LP's creditors on May 2, 2011, at 2:00 p.m. The meeting will be held at Suite 3401, 515 Rusk Avenue, Houston, 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. Castle Rock, Colorado-based Arapahoe Land Investments, LP, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 11-80194) on April 5, 2011. Barbara Mincey Rogers, Esq., at Rogers & Anderson, PLLC, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $13,475,002 in total assets and $8,513,138 in total debts as of the Petition Date. ARAPAHOE LAND: Taps Rogers & Anderson as Bankruptcy Counsel ----------------------------------------------------------- Arapahoe Land Investments, LP, asks for authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ Rogers & Anderson, PLLC, as bankruptcy counsel. Rogers & Anderson can be reached at: Barbara Mincey Rogers, Esq. ROGERS & ANDERSON, PLLC 1415 North Loop West, Suite 1020 Houston, TX 77008 Tel: (713) 868-4411 Fax: (713) 868-4413 E-mail: brogers@ralaw.net Rogers & Anderson will bill the Debtor pursuant to the hourly rates of its professionals: Barbara M. Rogers $300 David W. Anderson $275 To the best of the Debtor's knowledge, Rogers & Anderson is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Castle Rock, Colorado-based Arapahoe Land Investments, LP, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 11-80194) on April 5, 2011. According to its schedules, the Debtor disclosed $13,475,002 in total assets and $8,513,138 in total debts as of the Petition Date. ARIEL WAY: Completes Acquisition of Government-Buys --------------------------------------------------- Ariel Way has announced that it has closed on its acquisition of Government-Buys, Inc. Arne Dunhem, Ariel Way Chairman, President, and CEO said, "I am very pleased with the closing of the GovBuys acquisition. Gary Block, the founder of GovBuys, and his team have built an impressive operation which specializes in providing telecommunications and IT products and services to government agencies, industry partners and contractors. The market size of the Federal Government business alone is over $16 Billion per year. GovBuys has also established strong opportunities in the health care industry. Gary will continue as a key member of our government team." Arne Dunhem also said, "GovBuys is very strategic to us, and we believe we can grow rapidly through the opportunities that GovBuys presents with new customers and contracts. GovBuys revenues the last few years have been between $5.5 million and $9.9 million. We believe the acquisition will not create any significant dilution to our existing shareholders." Government-Buys, Inc. -- http://www.govbuys.com/-- based in Bethesda, Maryland, specializes in facilitating transactions between government agencies, industry partners and contractors, employing a wide array of contract vehicles and strategies to ensure a timely and efficient procurement. Contractor partners include a number of small businesses, small disadvantaged, 8(a), Service-disabled, Native American and Alaskan Native owned firms. Contract vehicles include GSA 8(a) STARS, GSA Schedule (Group 70), DAR BPA, and a variety of organization-specific Blanket Purchase Agreements. About Ariel Way Based in Vienna, Va., Ariel Way Inc. (OTC BB: AWYI) -- http://www.arielway.com/-- is a technology and services company for highly secure global communications, multimedia and digital signage solutions and technologies. The company is focused on developing innovative and secure technologies, acquiring and growing profitable advanced technology companies and global communications service providers and creating strategic alliances with companies in complementary product lines and service industries. Ariel Way Inc. said in a filing with the Securities and Exchange Commission that it has, as of Nov. 3, 2010, significantly reduced its debt and liabilities -- through a settlement of debt to Arne Dunhem -- and the conversion of $95,023 in debt to 316,744,514 shares of restricted common stock to Arne Dunhem. Management intends to aggressively continue to attempt to reduce the past debt and liabilities of the Company with a target of less than $100,000 before end of year 2010. Management believes this may create alternatives for new financing and the acquisition of new operations to grow the shareholder value. Going Concern Doubt Ariel Way last filed financial reports with the Securities and Exchange Commission in 2008. In January 2008, Bagell, Josephs, Levine & Company, LLC, in Marlton, N.J., expressed substantial doubt about Ariel Way Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Sept. 30, 2007. The auditing firm said that the company did not generate sufficient cash flows from revenues during the year ended Sept. 30, 2007, to fund its operations. ASARCO LLC: Barclays Defends Fee Enhancement Award -------------------------------------------------- Reorganized ASARCO, et al., are seeking to challenge, on appeal, the decision of the U.S. Bankruptcy Court for the Southern District of Texas to award Barclays Capital Inc., as purchaser of rights to compensation of Lehman Brothers Inc., a fee enhancement totaling $975,000 for work Lehman performed. In its response brief and cross-appeal filed with the U.S. District Court for the Southern District of Texas, Barclays Capital Inc. asserts that it devoted, together with Lehman Brothers, devoted tireless efforts for over five years to salvage ASARCO LLC, a company that faced managerial, operational, and governance crises far beyond what anyone could have imagined when the company declared bankruptcy. Barclays' brief emphasizes that the Debtors were on the brink of administrative insolvency, where the Debtors had complete inability to pay expenses to preserve the bankruptcy estate. Lehman acted immediately and provided emergency assistance to resuscitate ASARCO, Edward C. Dawson, Esq., at Yetter Coleman LLP, in Austin, Texas -- edawson@yettercoleman.com -- relates on behalf of Barclays. Barclays then purchased Lehman's investment banking business, and Barclays' industrious services helped the Debtors emerge from bankruptcy with a confirmation plan that paid all creditors in full, Mr. Dawson emphasizes. But all the while, Mr. Dawson alleges, Lehman and Barclays were compensated well below market rates, and the Debtors even urged the U.S. Bankruptcy Court for the Southern District of Texas to increase their compensation. He adds that Barclays bargained for a contractual success fee in its engagement letter because it knew that Lehman had performed, and that Barclays would perform, a wide range of revitalizing services at below-market rates. "[The] Debtors' crises were caused, in large part, by how ASARCO Inc. and Americas Mining Corporation (Parent) ran the company. Now, Parent wants to take credit for Debtors' successful reorganization," Mr. Dawson contends. "But until the very end of this bankruptcy, [the] Parent prevented Debtors from successfully reorganizing." It was only after Lehman and Barclays performed outstanding services for the Debtors that the Parent was forced, begrudgingly, to confirm its own reorganization plan, which paid the Debtors' creditors in full after the Debtors accumulated over $1 billion in cash, Mr. Dawson argues. Unsurprisingly, he asserts, the Parent continues to oppose compensating Lehman and Barclays at market rates for their exemplary services, which benefited the Debtors and their creditors at the expense of the Parent. The Bankruptcy Court did not abuse its discretion in awarding an additional $975,000 for Lehman's unanticipated services, because Lehman's compensation had been "improvident in light of developments not capable of anticipation," Mr. Dawson maintains. The Bankruptcy Court erred, though, in denying Barclays' success fees, because Barclays continued to provide the Debtors with exemplary services after Barclays purchased Lehman's investment banking and financial advisory businesses, he contends. Barclays and the Debtors agreed that Barclays could apply for additional compensation for Lehman's and Barclays' outstanding services if the Debtors' reorganization was successful, Mr. Dawson relates. Barclays did just that, asking the Bankruptcy Court for a modest $2 million fee to compensate it for spearheading the marketing, operational, and collaborative efforts that resulted in the Debtors' successful $1 billion reorganization, he explains. The Bankruptcy Court made all of the predicate findings necessary to award Barclays the $2 million success fee, yet it denied the fee, Mr. Dawson points out. In doing so, he asserts, the Bankruptcy Court erred in three discrete ways: (1) It did not apply reasonableness standard of Section 330 of the Bankruptcy Code; (2) It did not correctly apply the totality-of-the- circumstances standard agreed to by the parties; and (3) It made a clear erroneous finding that Lehman's and Barclays' combined compensation was at market rate. In fact, even according to the Parent's expert's lodestar calculation, Barclays' compensation would still be below market even if it had been awarded the $2 million successful- reorganization fee, Mr. Dawson tells the District Court. Statement of Issues on Appeal Barclays wants the District Court to rule on these appeal and counter-appeal issues: (a) Issue on Appeal: * Whether the Bankruptcy Court correctly exercised its discretion to award Barclays $975,000 for Lehman's unanticipated services, when Lehman's compensation under its 2005 engagement letter was "improvident in light of developments not capable of being anticipated" under Section 328(a) of the Bankruptcy Code given the Bankruptcy Court's correct factual findings that the parties had originally contemplated a quick sale, and that Lehman had performed multiple services that were expressly excluded from its engagement letter; and (b) Issues on Cross-Appeal: * Whether the Bankruptcy Court erred in denying Barclays' request for a $2 million fee for a successful reorganization under its 2008 engagement letter, when the Bankruptcy Court failed to apply Section 330's reasonableness test or the 2008 engagement letter's totality-of-the-circumstances standard for awarding this fee, and clearly erred in finding that Barclays' compensation was at market rate, given that Barclays' and the Parent's experts lodestar calculations show that Barclays' compensation would be well below market even if Barclays were awarded the $2 million fee, the success fee provision in the engagement letter was included in recognition of Lehman's prior and Barclays' impending performance of intensive services at rates far below market, and Barclays facilitated one of the most successful reorganizations in history; and * Whether the Bankruptcy Court erred in denying Barclays' request for a $6 million fee, when the Bankruptcy Court failed to apply Section 330's reasonableness test and when Barclays satisfied the conditions of the supplemental engagement letter by successfully acquiring several binding bids for the SCC Judgment. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Ex-Employees Indentify Possible Toxic Sites ------------------------------------------------------- Former employees of ASARCO LLC, together with officials from the U.S. Environmental Protection Agency and Roberto Puga, walked through the old copper smelter in El Paso, Texas, on March 26, 2011, showing regulators where potentially toxic materials leaked or were buried, the El Paso Times reports. The former employees previously alleged that toxic waste still remains on the Site. They expressed concerned that the community will be in danger due to the toxic waste, and asked the EPA to take over the oversight of the site. According to Chris Roberts of the El Paso Times, at least four ex-employees, eight representatives from companies involved in the cleanup, and five regulators toured the Site. "We got preliminary information on where those potential pits or disposal locations were," said Carlos Sanchez, chief of the EPA's Arkansas and Texas Superfund Section. "We also got information on what they (former Asarco employees) believe was disposed or spilled." Mr. Puga said that a plan based on the information shared will be available in about two weeks, the El Paso Times cites. He related that his staff will look to see what is new and determine whether further testing is required. He added that cleanup plans will be adjusted, if necessary. Mr. Puga, a principal at Project Navigator and the custodial trustee for the Custodial Trust for the Owned Smelter Site in El Paso, Texas, and the Owned Zinc Smelter in Amarillo, Texas, is in charge of the cleanup at the old smelter site. Trustee's Statement Mr. Puga issued a statement in relation to the Ex-Employees' visit at the Site: March 26, 2011 The ASARCO Trust hosted the US EPA and the Ex-ASARCO Group At the smelter site today [March 26, 2011]. The Ex-ASARCO Group has claimed to EPA that they know the locations of previously undisclosed landfills at the smelter site. The ASARCO Trust takes this information seriously, and agreed to this visit, provided a survey crew to record the locations indicated and had the Trust's environmental engineers available to record all of the information provided. The ASARCO Trust will include the locations indicated in the Supplemental Investigation of the site. Both the work plan for and the results of the Supplemental Investigation will be posted on the Trust's Web site: http://www.recastingthesmelter.com/ The public can ask questions or post comments on the blog section of the website; the Trust will respond to all queries. Roberto Puga Custodial Trustee R. Puga Seeks to Fix UP Parker Brothers Arroyo Roberto Puga wants to clean up the Parker Brothers Arroyo located in ASARCO LLC's old smelter site and which has long been buried under tons of black slag, the El Paso Times reports. Mr. Puga, a principal at Project Navigator and the custodial trustee for the Custodial Trust for the Owned Smelter Site in El Paso, Texas, and the Owned Zinc Smelter in Amarillo, Texas, said the Arroyo, which stretches from Rio Grande to Interstate 10, could be transformed into a natural greenbelt for hiking and biking, and is a vital part of the Site cleanup. "Given the vision everyone has for the site, the condition of the arroyo is not consistent," Mr. Puga was quoted by the El Paso Times as saying. "That's what prompted me to find some way to rehabilitate that arroyo." The Parker Brothers Arroyo accounts for about 1 million cubic yards of slag, which is piled as deep as 50 feet, according to Mr. Puga. The problem, however, is that the remediation cost, estimated at $15 million and $20 million, was not included in the $52 million fund ASARCO agreed to pay for clean-up when the company declared bankruptcy, Chris Roberts of the El Paso Times relates. Asked on how he will pay for the arroyo's remediation, Mr. Puga said he has raised more than $7 million from the sale of the old smelter's equipment and waste material that still contains valuable metals, the El Paso Times reports. "That's getting pretty close to $15 million. I think I need to find a little public money to get me over the hump," he said. Mr. Puga added that the project has enough public value to qualify for infrastructure grants, possibly federal economic stimulus money. As previously reported, the Texas Commission on Environmental Quality, as well as Mr. Puga, does not believe that the slag from the smelter, which buried the arroyo, poses a threat to human health or the environment. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) BANKUNITED FINANCIAL: Committee Files Liquidating Plan ------------------------------------------------------ BankruptcyData.com reports that BankUnited Financial's official committee of unsecured creditors filed with the U.S. Bankruptcy Court a Chapter 11 Plan of Liquidation and related Disclosure Statement. According to the Disclosure Statement, "The Plan provides for the monetization and distribution of the assets of the Debtors for the benefit of Holders of Allowed Claims. These assets will be distributed to Holders of Allowed Claims on or after the Effective Date of the Plan. In order to effectuate the Distributions, the Plan provides that all of the assets of the Debtors' Estates (including Causes of Action not expressly released under the Plan) shall vest in Liquidating BankUnited. Liquidating BankUnited shall continue in operation in order to monetize the remaining assets, continue litigation with the FDIC and potentially pursue litigation against other parties, and make distributions under the Plan. The Plan Administrator shall be appointed on the Effective Date of the Plan and shall be responsible for implementing the Plan, subject to the oversight of the Plan Committee." The Court scheduled a June 6, 2011 hearing to consider the Disclosure Statement. About BankUnited Financial BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) -- http://www.bankunited.com/-- was the holding company for BankUnited FSB, the largest banking institution headquartered in Coral Gables, Florida. On May 21, 2009, BankUnited FSB was closed by regulators and the Federal Deposit Insurance Corporation facilitated a sale of the bank to a management team headed by John Kanas, a veteran of the banking industry and former head of North Fork Bank, and a group of investors led by W.L. Ross & Co. BankUnited, FSB, had assets of $12.8 billion and deposits of $8.6 billion as of May 2, 2009. BankUnited Financial and its affiliates filed for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009. Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., serve as the Debtors' bankruptcy counsel. Corali Lopez-Castro, Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as counsel to the official committee of unsecured creditors. In its bankruptcy petition, BankUnited Financial disclosed $37,729,520 in assets against $559,740,185 in debts. Aside from those assets, BankUnited Financial said that a "valuable" asset is its $3.6 billion net operating loss carryforward. Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York were listed among the company's largest unsecured creditors in their roles as trustees for security issues. BankUnited Financial estimated the Bank of New York claim tied to convertible securities at $184 million. U.S. Bank and Wilmington Trust are owed $120 million and $118.171 million on account of senior notes. As reported in the Troubled Company Reporter on November 25, 2010, BankUnited Financial Corp. filed a Chapter 11 plan premised upon a cash infusion by a new investor, who in turn will receive 21% of the new common stock plus preferred stock. The cash infusion will be used to make cash distributions under the Plan, with the remaining amount for working capital. BARNES BAY: Creditors Ask Judge to Appoint Ch. 11 Trustee --------------------------------------------------------- Bankruptcy Law360 reports that creditors of Barnes Bay Development Ltd. asked a Delaware bankruptcy judge Wednesday to appoint a Chapter 11 trustee to prevent the debtor from rushing the sale of its Anguilla resort to Starwood Capital Group and escaping liability. The official committee of unsecured creditors urged Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware to put a trustee in charge of a reorganization, according to Law360. About Barnes Bay Beverly Hills, California-based Barnes Bay Development Ltd. owns the Viceroy Anguilla Resort & Residences on the British West Indies island of Anguilla. It filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10792) on March 17, 2011. The Company disclosed that as of as of Dec. 31, 2010, it had $531 million in assets and $462 million in debt. Akin Gump Strauss Hauer & Feld LLP, and Richards Layton & Finger, P.A., represent the Debtor in its restructuring effort. Kurtzman Carson Consultants LLC is the Debtor's claims, noticing, solicitation and balloting agent. The Debtor's Chapter 11 plan is intended to facilitate the sale of the Viceroy Anguilla Resort and Residences. BIOLASE TECHNOLOGY: Sells 320,000 Shares at $5.60 Apiece -------------------------------------------------------- BIOLASE Technology, Inc., has executed an agreement for the sale of 320,000 shares of its common stock at $5.60 per share to institutional investors in a registered direct offering for approximately $1.80 million in gross proceeds. The offering is expected to close on or before April 11, 2011, subject to customary closing conditions. The proceeds will be used for general corporate purposes. Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc., (NASDAQ: RODM) acted as the exclusive placement agent for the offering. The shares are being offered under the Company's shelf registration statement, as previously filed on Form S-3 with the Securities and Exchange Commission, and declared effective on April 29, 2010. This transaction will exhaust the securities available for sale under the Company's $9.5 million shelf registration statement. The offering will be made by means of a prospectus supplement and the accompanying base prospectus, copies of which may be obtained, when available, from www.sec.gov. About BIOLASE Technology Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI) -- http://www.biolase.com/-- is a dental laser company. The Company develops, manufactures and markets Waterlase technology and lasers and related products that advance the practice of dentistry and medicine. The Company reported a net loss of $12.02 million on $24.58 million of products and services revenues for the year ended Dec. 31, 2010, compared with a net loss of $2.95 million on $42.14 million of products and services revenues during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $18.14 million in total assets, $21.19 million in total liabilities and a $3.05 million total stockholders' deficit. BDO USA, LLP raised substantial doubt about the Company's ability to continue as a going concern. The accounting firm noted that the Company has suffered recurring losses from operations, has had declining revenues and has a working capital deficit at Dec. 31, 2010. BLACK CROW: Court Denies GE Capital Plea to End Exclusivity ----------------------------------------------------------- Black Crow Media Group, LLC and its debtor affiliates received an order from the U.S. Bankruptcy Court for the Middle District of Florida extending their exclusive period to solicit acceptances for their Chapter 11 plan until June 28, 2011. The Debtors asked Judge Paul M. Glenn to enter an order scheduling a hearing on confirmation of their Plan of Reorganization on or before May 31, 2011, or in the alternative, extend the exclusive solicitation period that was due to expire May 31. Counsel to the Debtors, R. Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP, in Orlando, Florida, related, that the Debtors are prepared to adhere to a schedule that will permit a confirmation hearing on or before May 31, with a hearing on the Disclosure Statement on or before April 18. However, Mr. Shuker told the Court that should the Court's calendar not permit a confirmation hearing May 31 or if GE Capital is not prepared to litigate the matter on that schedule, the Court should instead extend the Debtors' exclusive period to solicit acceptances to the Plan. General Electric Capital Corporation, opposed the request, asking the Bankruptcy Court to terminate the Debtors' exclusive periods to propose and solicit acceptances of a plan. GE Capital argued that exclusivity should be terminated because the Debtors' Chapter 11 Plan: (1) provides Paul Stone, a close friend of the Debtors' principal, the exclusive opportunity to purchase the equity of the Reorganized Debtor without exposing the purchase price to a competitive auction or any other market testing; and (2) gives Mr. Stone sole discretion to give up to 20% of the equity in the Reorganized Debtor back to Michael Linn, the Debtors' prior equity holder. In addition, GE Capital pointed out that the Debtors have not made good faith progress toward reorganization because, instead of using their extended Exclusivity Periods to negotiate with their stakeholders and formulate a confirmable plan, the Debtors have concocted a Plan that shifts value from the Debtors' estates to Mr. Linn and Mr. Stone at the expense of the Debtors' creditors. GE Capital's objection was joined by the Official Committee of Unsecured Creditors. GECC Opposes Plan Bill Rochelle, Bloomberg News' bankruptcy columnist, has reported that GE Capital, which has been in a dispute with the Debtor since the start of the case, is in opposition of the plan. GECC, owed $38.9 million at the outset of the reorganization, contends the Black Crow plan can't be confirmed because it violates provisions in bankruptcy law. The Official Committee of Unsecured Creditors also opposes the plan. The Plan, according to Mr. Rochelle, offers three alternatives to GECC: 1. The first option would allow GECC to take $13 million in cash and walk away; 2. The second option would give GECC a 10-year note for about $15.6 million, representing the value of the collateral. The note would pay 4% interest and 1% a year in principal, plus a portion of excess cash flow. For the deficiency claim, GECC would receive 20% of sale proceeds above $3 million; and 3. If GECC votes against the plan, it would take the second option if the judge approves the plan. Mr. Rochelle adds that the Plan would pay unsecured creditors in full over five years. Unsecured claims are less than $700,00 About Black Crow Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak, Valdosta, Huntsville, Alabama, and Jackson, Tennessee. Black Crow filed for Chapter 11 protection two days before a hearing in U.S. district court where GECC was seeking appointment of a receiver following default on term loans and a revolving credit. The Company filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-00172) on Jan. 11, 2010. The Company's affiliates -- Black Crow Media, LLC, et al. -- also filed separate Chapter 11 petitions. H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G. Trache, Esq., atWiley Rein LLP, in McLean, Virginia, serve as the Debtors' counsel. Mariane L. Dorris, Esq., and R. Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as co-counsel. Protiviti Inc. is the Debtors' financial advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Brian G. Rich, Esq., and Duoglas Bates, Esq., at Berger Singerman, P.A., represents the Official Committee of Unsecured Creditors. The Company estimated assets of $10 million to $50 million and debts of $50 million to $100 million in its Chapter 11 petition. BLACK CROW: Asks for 60-Day Extension of Lease Decision Period -------------------------------------------------------------- Black Crow Media Group LLC and its Debtor affiliates ask the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, to further extend the time within which they may assume or reject unexpired leases of nonresidential property for a period of 60 days through and including June 7, 2011. The Debtors say that an extension will allow them to defer assumption or rejection of leases while they continue to negotiate with creditors regarding a Chapter 11 Plan of Reorganization. About Black Crow Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak, Valdosta, Huntsville, Alabama, and Jackson, Tennessee. Black Crow filed for Chapter 11 protection two days before a hearing in U.S. district court where GECC was seeking appointment of a receiver following default on term loans and a revolving credit. The Company filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-00172) on Jan. 11, 2010. The Company's affiliates -- Black Crow Media, LLC, et al. -- also filed separate Chapter 11 petitions. H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G. Trache, Esq., atWiley Rein LLP, in McLean, Virginia, serve as the Debtors' counsel. Mariane L. Dorris, Esq., and R. Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as co-counsel. Protiviti Inc. is the Debtors' financial advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Brian G. Rich, Esq., and Duoglas Bates, Esq., at Berger Singerman, P.A., represents the Official Committee of Unsecured Creditors. The Company estimated assets of $10 million to $50 million and debts of $50 million to $100 million in its Chapter 11 petition. BLOCKBUSTER INC: Icahn Seeks Sanctions in Bondholder Suit --------------------------------------------------------- Bankruptcy Law360 reports that former Blockbuster Inc. board member Carl Icahn sought sanctions on Monday against a Blockbuster bondholder that launched a short-lived and allegedly abusive suit in New York over Icahn's maneuvers to obtain senior debt in the Company. 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. BLUE WATER AUTO: Dist. Court Reverses Ruling in McTevia-USDR Rift ----------------------------------------------------------------- District Judge Avern Cohn reversed a bankruptcy court decision granting sua ponte summary judgment in favor of McTevia & Associates in a contract dispute with United States Debt Recovery III LP. As the liquidating trustee of the Blue Water Automotive Systems, Inc. Creditors' Trust, McTevia in December 2009 filed proofs of claim against the bankruptcy estate of Cooper-Standard Holdings. On Feb. 24, 2010, USDR sent a letter to McTevia offering to purchase McTevia's proofs of claims against Cooper-Standard for $118,750. On March 1, 2010, McTevia returned a signed copy of USDR's letter, accepting the offer. After reviewing McTevia's documents, USDR determined that McTevia did not have valid proofs of claim against Cooper-Standard and sent a letter to McTevia rescinding the offer. McTevia rejected USDR's attempt to rescind, stating that when it returned the signed letter a contract was formed. USDR responded asserting that no contract was formed to which McTevia replied again asking USDR to honor the contract. USDR did not respond, which prompted McTevia to file a lawsuit. McTevia filed its complaint in the bankruptcy court for the Eastern District of Michigan, where the Blue Water case is pending, in two counts: breach of contract and promissory estoppel. USDR did not file an answer to the complaint. Instead, USDR filed a motion to dismiss or for summary judgment, arguing that the complaint failed to state a claim because a contract between McTevia and USDR was never formed. USDR also argued that the bankruptcy court lacked subject matter jurisdiction because the dispute involved a post-confirmation state law breach of contract claim. McTevia responded that USDR's motion should be denied on the ground that a binding contract was formed when McTevia signed and returned USDR's offer letter. McTevia further asserted that the bankruptcy court had subject matter jurisdiction because the disputed contract dealt with the collection of Blue Water's debts, which are part of the Blue Water bankruptcy estate and which existed at the time the confirmation plan was finalized. McTevia did not move for summary judgment. The bankruptcy court heard oral argument on the USDR's motion. USDR presented its argument relating to contract formation and subject matter jurisdiction. McTevia then responded, arguing that dismissal in USDR's favor was not proper. At the end of oral argument, the bankruptcy court judge stated that she was prepared to rule on the motion from the bench, which she did by reading a 26-page decision into the record. The bankruptcy court denied both USDR's motion to dismiss and motion for summary judgment and granted summary judgment to McTevia. The bankruptcy court held that it may enter summary judgment in the absence of a cross motion if otherwise appropriate. USDR took an appeal, arguing that the bankruptcy court failed to provide USDR notice when it granted sua sponte summary judgment in favor of McTevia at a hearing set to decide USDR's motion for dismissal or summary judgment. USDR also argued that the bankruptcy court lacked subject matter jurisdiction because breach of contract is not a core bankruptcy claim. In reversing the bankruptcy court's ruling, Judge Cohn said the bankruptcy court erred by not giving USDR notice that it was considering granting summary judgment in McTevia's favor to allow USDR to come forward with all of its evidence. However, Judge Cohn said the bankruptcy court retains subject matter jurisdiction of the dispute. The case is McTevia & Associates, LLC, Plaintiff-Appellee, v. United States Debt Recovery III, LP, Defendant-Appellant, Case No. 10-14112 (E.D. Mich.). A copy of the Court's April 11, 2011 Memorandum and Order is available at http://is.gd/eSkUiGfrom Leagle.com. About Blue Water Automotive Blue Water Automotive Systems, Inc. designs and manufactures engineered thermoplastic components and assemblies for the automotive industry. The company's product categories include airflow management, full interior trim/sub-systems, functional plastic components, and value-added assemblies. They are supported by full-service design, program management, manufacturing and tooling capabilities. With more than 1,400 employees, Blue Water operates eight manufacturing and product development facilities and has annual revenues of approximately US$200 million. The company's headquarters and technology center is located in Marysville, Mich. The company has operations in Mexico. In 2005, KPS Special Situations Fund II, L.P., and KPS Special Situations Fund II(A), L.P., acquired Blue Water Automotive through a stock purchase transaction. In 2006, the company acquired the automotive assets and operations of Injectronics, Inc., a manufacturer of thermoplastic injection molded components and assemblies. KPS then set about reorganizing the company. The company implemented a program to improve operating performance and address its liquidity issues. During 2007, the company replaced senior management, closed two facilities, and reduced overhead spending by one third. Blue Water Automotive and four affiliates filed for chapter 11 bankruptcy protection Feb. 12, 2008, before the United States Bankruptcy Court Eastern District of Michigan (Detroit) (Case No. 08-43196). Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley & Lardner, LLP, serve as the Debtors' bankruptcy counsel. Administar Services Group LLC acts as the Debtors' claims, noticing, and balloting agent. As of June 30, 2008, the Debtors' unaudited balance sheet showed $93,264,863 in total assets and $108,300,898 in total liabilities. The Debtors filed their Liquidation Plan on May 9, 2008. The Plan contemplated a sale of substantially all of the Debtors' assets and equity interests, except for a piece of real property located at Yankee Road, in St. Clair, Michigan. Judge Marci McIvor confirmed Blue Water's Joint Amended Plan of Liquidation on Sept. 23, 2008. On Oct. 9, 2008, Judge McIvor entered a written order confirming the Amended Plan. BRIGHAM EXPLORATION: 2011 Bonus and 401(k) Matching Plans Okayed ---------------------------------------------------------------- Brigham Exploration Company's Compensation Committee approved a Performance Bonus Plan and a 401(k) Matching Plan for the Company's officers for 2011. The Compensation Committee reserved the right to revise the targeted goals contained in either of the Plans to enable the Company to insure that the achievement of its bonus objectives, which are based on certain levels of drilling expenditures and results, are not substantially distorted by a substantial change in expenditures relative to those currently planned. Officers must be employed by the Company at the time the bonuses are paid, which will be in spring 2012. About Brigham Exploration Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP) -- http://www.bexp3d.com/-- is an independent exploration, development and production company that utilizes advanced exploration, drilling and completion technologies to systematically explore for, develop and produce domestic onshore oil and natural gas reserves. In late 2007, the majority of the Company's drilling capital expenditures shifted from its historically active areas in the Onshore Gulf Coast, the Anadarko Basin and West Texas to the Williston Basin in North Dakota and Montana, where the Company is currently targeting the Bakken, Three Forks and Red River objectives. * * * Brigham carries 'Caa1' corporate family and probability of default ratings, with 'positive' outlook, from Moody's Investors Service. It has a 'B' corporate credit rating, with 'stable' outlook from Standard & Poor's Ratings Services. Moody's noted in September 2010 that while Brigham's recent results and 2010-11 drilling program are positive and provide strong cash flow visibility, the Company remains very small measured by production and proven reserves. The Company reported net income of $42.89 million on $169.72 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $122.99 million on $70.34 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.08 billion in total assets, $492.13 million in total liabilities and $593.27 million in total stockholders' equity. CATALYST PAPER: To Hold April 28 Call for Quarterly Results ----------------------------------------------------------- Catalyst Paper Corporation will hold a conference call on Thursday April 28 at 8:00 a.m. Pacific (11:00 a.m. Eastern) to review the Company's quarterly results which will be released on Wednesday April 27, 2011. Kevin J. Clarke, President and Chief Executive Officer, and Brian Baarda, Vice-President Finance and Chief Financial Officer, will host the call. If you wish to participate and are calling from within North America, dial 1-888-231-8191. If you are calling from either the Toronto area or outside North America, dial 647-427-7450. Please place your call ten minutes prior to the start of the conference, provide the conference administrator with your name and company name, and ask for the Catalyst Paper first quarter 2011 earnings conference call or quote reservation number 56823697. Initially, all participants will be in a listen-only mode for a short recap of our quarterly results followed by a question-and-answer session. You will be queued with the conference administrator and polled individually during this portion of the conference. If you are unable to participate in the call, you are invited to listen to a replay of the conference by dialling 1-800-642-1687 (within North America) or 1-416-849-0833 (Toronto area and outside North America) and quote reservation number 56823697. The replay service will be available until May 12, 2011. About Catalyst Paper Catalyst Paper -- http://www.catalystpaper.com/-- manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With four mills, located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 1.9 million tons. The Company is headquartered in Richmond, British Columbia, Canada and its common shares trade on the Toronto Stock Exchange under the symbol CTL. The Company posted a net loss of C$398.2 million on sales of C$1.229 billion during 2010. The Company's net loss in 2009 was C$5.6 million on sales of C$1.224 billion. The Company's balance sheet at Dec. 31, 2010, showed C$1.696 billion in total assets, C$1.293 billion in total liabilities, and stockholders' equity of C$403.4 million. * * * Catalyst Paper carried Moody's Investors Service's 'Caa1' corporate family rating. Outlook in Negative. The Company also carries Standard & Poor's CCC+ long-term corporate credit rating, Outlook is Stable. CATERING BOSS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Catering Boss, Inc. aka Bagel Boss 1941 Jericho Turnpike East Northport, NY 11731 Bankruptcy Case No.: 11-72521 Chapter 11 Petition Date: April 13, 2011 Court: U.S. Bankruptcy Court Eastern District of New York (Central Islip) Judge: Alan S. Trust Debtor's Counsel: Gary C. Fischoff, Esq. STEINBERG, FINEO, BERGER & FISCHOFF 40 Crossways Park Drive Woodbury, NY 11797 Tel: (516) 747-1136 E-mail: gfischoff@sfbblaw.com Scheduled Assets: $84,404 Scheduled Debts: $1,325,005 The Company did not file a list of creditors together with its petition. The petition was signed by Jeffrey Grossfeld, president. Affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Mayfair Bagels, Inc. 11-72522 04/13/11 CATHOLIC CHURCH: Wilm. Has 19th Interim Order on PIA Withdrawals ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Catholic Diocese of Wilmington, Inc., on a nineteenth interim basis, to make certain withdrawals from the pooled investment account for the benefit of the Diocese and certain pooled investors. Subject to the terms of the Custody Agreement, Judge Sontchi authorized the Diocese to make withdrawals from the pooled investment account and to process withdrawal requests of non- debtor pooled investors without further Court order, up to these applicable amounts: Pooled Investor Aggregate Cap --------------- ------------- Diocese $11,400,000 Foundation 1,450,656 Cemeteries 581,985 Charities 407,413 Children's Home 352,741 Siena Hall 330,211 Corpus Christi 287,662 Seton Villa 278,553 Holy Family 135,897 Holy Cross 50,000 Our Lady of Lourdes 40,000 Cathedral of St. Peter 25,000 Our Mother of Sorrows 23,620 St. Ann (Wilmington) 10,000 --------- Total $15,373,738 Notwithstanding any other provision of the Interim Order, the Custodian will have no liability for, or otherwise be in violation of the Interim Order, for acting in accordance with the Custody Agreement or processing any withdrawal or investment requests made by the Diocese. Judge Sontchi also authorized the Diocese to continue to invest and deposit funds into the pooled investment account in accordance with its prepetition practices, without the need for a bond or other collateral as required by Section 345(b) of the Bankruptcy Code. The entities with which the Diocese's pooled investment funds are deposited and invested will be excused from full compliance with the requirements of Section 345(b) until 45 days following the docketing of a final order directing compliance with Section 345(b) as to specific accounts following the next hearing on the requested relief. Nothing contained in the Interim Order will prevent the Diocese from establishing any additional sub-funds within the Pooled Investment Account as it may deem necessary and appropriate, and the Account's Custodian is authorized to process the Diocese's request to account for transactions with respect to the sub-fund. In the event Pooled Investment Funds or their proceeds transferred by the Diocese to a non-debtor Pooled Investor pursuant to the Interim Order are determined to have been property of the bankruptcy estate at the time of transfer, the transfer will be presumed to have been an unauthorized postpetition transfer within the meaning of Section 549(a)(2)(B) of the Bankruptcy Code, provided that the presumption may be rebutted by a showing that the transfer was made in the ordinary course of business within the meaning of Section 363(c)(1) of the Bankruptcy Code. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The Diocese filed for Chapter 11 (Bankr. D. Del. Case No. 09- 13560) on Oct. 18, 2009. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50 million to $100 million while debts are between $100 million to $500 million. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19, 2009. There were 131 cases filed against the Diocese, with 30 scheduled for trial, as of the bankruptcy filing. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Parties Object to Milwaukee Mediation Expenses --------------------------------------------------------------- As reported in the April 6, 2011 edition of the Troubled Company Reporter, the Archdiocese of Milwaukee is seeking authority from the United States Bankruptcy Court for the Eastern District of Wisconsin to establish certain special confidentiality procedures to protect abuse victims/survivors. The Archdiocese says that in preparing the Confidentiality Motion, it has consulted on multiple occasions with the U.S. Trustee and with the counsel to the Official Committee of Unsecured Creditors. While final agreement on all of the details of the Confidentiality Motion was not reached, the Confidentiality Motion represents the Archdiocese's attempt to distill and include as many common procedural requests as practical, Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, tells Judge Kelley. The Archdiocese introduced an independent voluntary mediation program in January 2004 to address claims against it by Abuse Survivors. The Mediation Program, which was created in collaboration with Professor Eva M. Soeka, director of Marquette University's Center for Dispute Resolution, was designed to offer dignity, flexibility and a wide range of options to Abuse Survivors, Mr. Diesing avers. Mr. Diesing relates that Abuse Survivors participate voluntarily in the Mediation Program, they work with the Archdiocese to select a mutually agreeable independent mediator, and there is no obligation on the part of any Abuse Survivor to agree to a mediated settlement after participating in the Mediation Program. He emphasized that the Abuse Survivors control their level of participation in the Mediation Program. Around 192 Abuse Survivors settled their claims against the Archdiocese through the Mediation Program, he added. One of the main principles of the Mediation Program is its adherence to strict Abuse Survivor confidentiality, Mr. Diesing says. He explains that during the mediation process, the archdiocesan representative explicitly agreed to hold the identity of the Abuse Survivor, the fact of the existence and terms of the Settlements confidential, and not to divulge any aspect of the mediation to any third party without the express consent of the Abuse Survivor that is a party to the Settlement. None of the Settlements, however, prohibit or restrict the Abuse Survivors from divulging the existence of the Settlements or the terms of the Settlements to any third party, Mr. Diesing asserts. In another words, he says, the Abuse Survivor is provided exclusive control over the decision whether to publicly reveal his or her identity and claim. Approximately 170 Abuse Survivor settlements have been substantially completed, and the Archdiocese has fully paid all known financial obligations to the Settled Abuse Survivors under the terms of the Settlements, Mr. Diesing discloses. He contends that because some of the Settlements contain obligations to pay for additional therapy if needed, some of the Settled Abuse Survivors may have future claims. While only a portion of the Settlements contain explicit terms prohibiting disclosure of the Abuse Survivors' identities, the Archdiocese believes that Section 107(b) of the Bankruptcy Code authorizes the Court to protect the confidentiality of the Abuse Survivors. Pursuant to the terms of certain Settlements, the Archdiocese owes approximately $702,000 to 22 Abuse Survivors, Mr. Diesing relates. He tells the Court that while the terms of the settlement agreements vary, the Archdiocese is scheduled to make approximately $311,000 in installment payments to the In- Settlement Abuse Survivors in 2011, and the remaining $391,000 is scheduled to be paid in installments concluding by December 31, 2015. He adds that some In-Settlement Abuse Survivors are also receiving therapy paid for by the Archdiocese. Hence, in a separate but related request, the Archdiocese asks the Court's authority, pursuant to Section 363(b) of the Bankruptcy Code, to (i) continue making payments to the In-Settlement Abuse Survivors in accordance with the terms of their Settlements, (ii) honor certain prepetition settlement agreement, and (iii) participate in voluntary mediations with two Abuse Survivors and pay any costs incident to that activity. The Archdiocese says that it intends to take all reasonable efforts during the pendency of its bankruptcy case to prevent impairment of the settlement claims of the In-Settlement Abuse Survivors. "We want to continue this outreach to those who benefit from it," Archbishop Jerome E. Listecki said in a post at the Archdiocese's Web site. "This is part of the ongoing ministry of the Church; to care for those who have been harmed." He added that the Confidentiality and Section 363(b) Motions reflect the Archdiocese's desire to honor its existing commitments to those who have been harmed and prevent any additional hurt to victims/survivors and their families. Mr. Diesing further reveals that not all Abuse Survivors have settled with the Archdiocese, and that it is currently a defendant in 12 state court lawsuits brought by a total of 17 claimants. The Archdiocese has also received a demand from the plaintiffs' counsel in the State Court Litigation, Jeff Anderson, Esq., at Jeff Anderson & Associates, in St. Paul, Minnesota, on behalf of 17 additional individuals. The Archdiocese has also been aware that two other attorneys, one of which says that he represents four potential claimants and one that represents an undetermined number of claimants, intend to pursue claims on behalf of the claimants they represent. Many of the Represented Claimants filed their lawsuits anonymously or have otherwise indicated through their attorneys that they desire to keep their identities confidential, Mr. Diesing says. He adds that recently, two Abuse Survivors asked assistance from the Archdiocese or have indicated a desire to enter into the Mediation Program, and one additional claimant's documents are subject to a seal order by the Court and the claimant is working with the Archdiocese and its counsel on a confidential basis. A significant number of Abuse Survivors have availed and are expected to continue to avail of psychological counseling and therapy services paid for by the Archdiocese and some have worked and continue to work though issues of faith with clergy, including archbishops, Mr. Diesing asserts. He explains that through this therapy, counseling and religious process, many Abuse Survivors have emotionally dealt with being victims/survivors, resolved their relationship with the Church and improved their lives. Mr. Diesing reveals that the Archdiocese spent approximately $72,000 per year in the fiscal years ending June 30, 2009, and June 30, 2010, on psychological counseling and therapy for Abuse Survivors. The Archdiocese anticipates that Abuse Survivors may be concerned about the effect of the Chapter 11 case on their privacy and confidentiality, and hence, the Archdiocese seeks approval of a protocol that affords confidentiality so it may affirmatively assure the Abuse Survivors that it will continue its efforts to protect the confidentiality of the settlement agreements and the Abuse Survivors' identities. Objections A. Creditors Committee The Official Committee of Unsecured Creditors in the bankruptcy case of the Archdiocese of Milwaukee relates that by its request, the Archdiocese seeks authority to proceed with two mediations under its Mediation Program and to make preconfirmation payments, pursuant to Section 363(b) of the Bankruptcy Code, to nonpriority unsecured creditors pursuant to prepetition settlement agreements achieved under the Mediation Program. The Creditors Committee tells the United States Bankruptcy Court for the Eastern District of Wisconsin that it does not object to the continuation of payments for certain psychological counseling and therapy for the Abuse Survivors to the extent the total of all payments to, or on behalf of, Survivors do not exceed $100,000 annually. However, the Creditors Committee contends that the portion of the Section 363(b) Motion seeking payment of prepetition settlements and permitting mediations to go forward should be denied. James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, argues that the Mediation Program should not be allowed to continue at the present time because other than self-serving statements concerning the Mediation Program, the Archdiocese has not provided the Court or the Creditors Committee with the most basic information concerning that program. The Creditors Committee is concerned that the program "stacks the deck" in favor of the Archdiocese and allows it to make inaccurate, or at least untested, statements to the Abuse Survivors concerning the limited resources available to pay their claims and lack of insurance coverage in order to frighten them into settling quickly and cheaply, Mr. Stang says. He adds that the concern is amplified because the mediation agreement required by the Archdiocese allows it to deny the Abuse Survivor the right to be represented by counsel at the mediation. The Creditors Committee submits that it would be premature for the Court to lend its imprimatur to the Mediation Program by authorizing it to go forward without additional information about the fairness of the program and an investigation of the assets that comprise the bankruptcy estate, including potential avoidance actions. The Creditors Committee also objects to the proposed preconfirmation payments of more than $700,000 to nonpriority unsecured creditors pursuant to settlement agreements the Archdiocese purportedly achieved under its Mediation Program. Mr. Stang argues that it is beyond legitimate dispute that the Archdiocese cannot meet the requirements under the Seventh Circuit's decision in In re Kmart Corp., 359 F.3d 866 (7th Cir. 2004), for making preferential payments to certain unsecured creditors outside of a plan of reorganization. He asserts that authorization of the payments would provide at least an implicit imprimatur of the Mediation Program, which the Creditors Committee believes would be imprudent and premature for the same reasons it has articulated for not allowing further mediations to proceed under the Mediation Program. In its Confidentiality Motion, the Archdiocese seeks to excuse itself from filing required schedules, a mailing matrix and proofs of service and further seeks to preclude any meaningful role by the Creditors Committee, the Court, or the U.S. Trustee in ensuring that all Abuse Survivors, who may assert claims against the Archdiocese, receive adequate notice in the case, subject to confidentiality protocols, Mr. Stang alleges. He adds that the Confidentiality Motion also proposes that the Archdiocese be permitted to serve certain Abuse Survivors by proxy rather than serving them directly. The Creditors Committee objects to these unprecedented requests, Mr. Stang says. However, he notes, the Creditors Committee does not object to the limited notice procedure proposed in the Confidentiality Motion, provided that the Archdiocese files certificates of service of the notices with the Court under seal, makes unredacted versions of the certificates of service available to the Creditors Committee, and provides notice to all Abuse Survivors that they may receive unlimited notice in the case upon request. B. Abuse Survivors represented by Mr. Elliot Certain Abuse Survivors represented by Robert L. Elliott, Esq., in Milwaukee, Wisconsin -- rle@attorneyelliott.com -- tell Judge Kelley that it is inappropriate for the Archdiocese to make any expenditure as set forth in the Section 363(b) Motion until the time as a Plan is approved by all parties, including the unsecured creditors. The Objecting Abuse Survivors, however, do not object to the Archdiocese's request to establish certain special confidentiality procedures. The Objecting Abuse Survivors consequently amended their response to the Section 363(b) Motion to agree with, and adopt, the partial opposition filed by the Creditors Committee. * * * According to the summary of dispositions of the April 5, 2011 hearing on the Confidentiality and Section 363(b) Motions, counsel for the Archdiocese, the Creditors Committee and the U.S. Trustee agreed that an order granting a portion of the request to continue paying certain psychological counseling and therapy for Abuse Survivors could be entered. Judge Kelley directed the Archdiocese's counsel, Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, to submit the form of order. The Archdiocese will file responses to the Creditors Committee's objection to the second portion of the Section 363(b) Motion and the objection to the Confidentiality Motion. After the Creditors Committee has reviewed the Responses, the attorneys will contact the Court for a hearing date. . About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on November 28, 1843, and was elevated to an Archdiocese on February 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CATHOLIC CHURCH: CMRSA Wants Judgement on Separate Document ----------------------------------------------------------- Defendant/Counter-Claimant The Catholic Mutual Relief Society of America asks the U.S. District Court for the District of Alaska, pursuant to Rule 58(d) of the Federal Rules of Civil Procedure, to enter a final judgment on a separate document. The District Court previously adopted in their entirety the proposed findings of fact and conclusions of law submitted by the U.S. Bankruptcy Court for the District of Alaska with respect to the second motion for partial summary judgment and the motion to compel arbitration filed by Catholic Mutual in the adversary proceeding commenced by the Catholic Bishop of Northern Alaska against Catholic Mutual and other insurers. Judge MacDonald's Report and Recommendation declared that (a) Catholic Mutual has no duty to defend or indemnify CBNA under its "occurrence based" coverage certificates for 22 claims based on abuse that allegedly occurred between April 15, 1979, and April 15, 1983, and (b) all claims based on sexual abuse that is alleged to have occurred on or after July 1, 1990, must be submitted to arbitration in accordance with the provisions of the "claims-made" certificates issued by Catholic Mutual for the period July 1, 2008, through July 1, 2009. John C. Wendlandt, Esq., at Sedor, Wendlandt, Evans & Filippi, LLC, in Anchorage, Alaska, asserts that Rule 58(d) permits a party to request that judgment be set out on a separate document as required by Rule 58(a). He contends that the various orders and events in the proceeding, taken together, constitute a final judgment subject to Rule 58(a), as they dispose of all claims on the merits that have or could be asserted by Plaintiff/Counter- Defendant in the proceeding, leaving open only Catholic Mutual's right to seek a stay at some future date to enforce its judicially declared right to arbitrate disputes in accordance with the provisions of its "claims-made" certificate. About the Diocese of Fairbanks The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/-- filed for Chapter 11 bankruptcy (Bankr. D. Alaska Case No. 08- 00110) on March 1, 2008. Susan G. Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its restructuring efforts. Michael R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's local counsel and Cook, Schuhmann & Groseclose Inc. as its special counsel. Judge Donald MacDonald, IV, of the United States Bankruptcy Court for the District of Alaska presides over Fairbanks' Chapter 11 case. In its schedules, the Debtor disclosed total assets of $13,316,864 and total liabilities of $1,838,719 as of the Petition Date. The Bankruptcy Court entered its order confirming the "Debtor's and the Official Committee of Unsecured Creditors' Third Amended and Restated Joint Plan of Reorganization for the Catholic Bishop of Northern Alaska" on February 17, 2010. The effective date of the Plan occurred on March 19, 2010. In November 2010, Judge Donald MacDonald IV entered a final decree and order closing the Chapter 11 case of the Catholic Bishop of Northern Alaska. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CENTRALIA OUTLETS: Files Chapter 11 Plan of Reorganization ---------------------------------------------------------- Centralia Outlets, LLC submitted to Judge Paul B. Snyder of the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization and explanatory Disclosure Statement. The Plan will be funded by a combination of the Debtor's Cash on hand as of the Effective Date and cash that is collected or generated by the Reorganized Debtor after the Effective Date. The Plan provides that upon the occurrence of the Effective Date, existing ownership and management will remain in place. Centralia will continue to be owned by Green Global and Gladiator in the percentages of seventy percent (70%) and thirty percent (30%), respectively. R. Getty, as the manager of Green Global, will manage Centralia. The day to day operations of the Outlet Mall will continue to be handled by JHS (or any successor property manager chosen by Centralia). Additional services will be performed by Sandra Smith and other employees of RK Getty, Inc. (with Centralia paying a share of the overhead associated with those employees. The Plan provides for the treatment and classification of these claims: * Class 1 is unimpaired. Each holder of an Allowed Priority Claim will be entitled to receive Cash in an amount sufficient to render the Allowed Priority Claim unimpaired under Section 1124 of the Bankruptcy Code, in full settlement of the Allowed Priority Claim. * Class 2 Sterling Secured Claim is impaired by the Plan and Sterling is entitled to vote on the Plan. Sterling will receive: (a) the Reorganized Debtor will execute and deliver to Sterling the Sterling Replacement Note and the Sterling Replacement Loan Documents. (b) the Sterling Loan Documents will provide that the indebtedness under those documents may be paid prior to the Maturity Date without penalty. (c) The Reorganized Debtor may assign all of its rights and obligations under the Sterling Replacement Loan Documents to any party that (i) purchases substantially all of the Reorganized Debtor's assets and (ii) agrees to assume all obligations under the Sterling Replacement Loan Documents. (d) The Reorganized Debtor will make payments under the Sterling Replacement Loan Documents: (i) monthly payments equal to the Sterling Monthly Interest Amount; (ii) thereafter until the fifth anniversary of the Effective Date, monthly payments equal to the Sterling Monthly Interest Amount plus $10,000; (iii) thereafter, until the tenth anniversary of the Effective Date, monthly payments equal to the Sterling Monthly Interest Amount plus $15,000; and (v) on the Maturity Date, a payment equal to the remaining balance, if any, under the Sterling Replacement Note, including any accrued interest or other charges. (e) The obligations of the Gettys under the Getty Guaranty and of the Barnetts under the Barnett Guaranty, will be determined in the Getty Case and the Barnett Case. * Class 3 General Unsecured Claims is impaired by the Plan and holders of Class 3 claims are entitled to vote on the Plan. Holders of Class 3 claims will receive payment of their Allowed Unsecured Claims: (i) one half on the later of the Effective Date and 10 days after of that claim is allowed, and (ii) one half on the later of 60 days after Effective Date and 10 days after that claim is allowed, together with 5% interest from the Effective Date. * Class 4 Interests is unimpaired by the Plan and the holders of the Interests of Debtor will be deemed to accept this Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/CENTRALIAOUTLETS_DS.pdf About Centralia Outlets Centralia Outlets LLC is the owner of the Centralia Factory Outlets mall in Centralia, Washington. The mall, located on Interstate 5 in Centralia, is 80% occupied, and generates net income, after debt service, of $80,000 to $100,000 a month. Centralia filed for Chapter 11 after receiving an order sending the mall to receivership. Sterling Bank prevailed on a state court to order the appointment of a receiver based on alleged non- financial defaults in the mortgage. The mall owner said that principal and interest payments were current on the $24.3 million owing to Sterling as of the petition date. Centralia filed for Chapter 11 protection on Dec. 3, 2010 (Bankr. W.D. Wash. Case No. 10-24529), after receiving an order sending the mall to receivership. James L. Day, Esq., at Bush Strout & Kornfeld, in Seattle, Washington, represents the Debtor. The Debtor disclosed $29,206,999 in assets and $23,999,507 in liabilities. CINRAM INTERNATIONAL: S&P Raises Corporate Credit Rating to 'B-' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on Scarborough, Ont.-based Cinram International Inc. to 'B-' from 'D' (default). The outlook is negative. "At the same time, we raised our rating on the company's US$21 million first-lien senior secured 'first-out' revolving credit facility to 'B+' from 'D', and revised the recovery rating on the facility to '1' from '4'. The '1' recovery rating indicates our expectation of a very high (90%-100%) recovery in the event of a default, in contrast to a '4' recovery rating, which indicates our opinion of an average (30%-50%) recovery," S&P related. S&P continued, "In addition, we raised our ratings on Cinram's US$240 million senior secured term loan and US$14 million first- lien senior secured revolving credit facility to 'B-' from 'D'. The '4' recovery rating on the facilities is unchanged." "Furthermore, we assigned the new US$90 million second-lien senior secured mandatorily exchangeable term debt due Dec. 31, 2011, a 'CCC' issue-level rating (two notches below the corporate credit rating), and a '6' recovery rating, indicating our expectation of negligible (0%-10%) recovery in a default scenario," S&P noted. "The upgrade reflects our view of Cinram's revised capital structure and improved credit risk profile after completion of the amendment to the company's credit agreement on April 11, 2011," said Standard & Poor's credit analyst Lori Harris. The transaction included a cash payment on Cinram's first-lien secured term debt of US$30 million at closing and an extension of the maturity date of most of the bank debt to December 2013 from May 2011. In addition, US$90 million of first-lien debt was exchanged for second-lien payment-in-kind debt that is mandatorily exchangeable into equity on Dec. 31, 2011, if not repaid earlier from equity proceeds. The ratings are based on what Standard & Poor's views as the company's weak operating performance, limited financial flexibility, and vulnerable business risk profile (resulting from product and customer concentration, seasonality, and the commodity-like nature of the media replication industry). "Furthermore, the ratings reflect our concerns about medium-to- long-term industry fundamentals, including limited pricing power and our expectation that digital distribution will become a larger source of studio revenues. We believe these factors are partially offset by Cinram's market position as a leading manufacturer of prerecorded multimedia products," S&P related. "The negative outlook reflects our view of Cinram's challenges, including our expectation that the company's revenue and EBITDA will continue to decline and its free cash flow will be negative in 2011. We could consider lowering our ratings on Cinram if its liquidity weakens to the point that cash balances fall below US$50 million or if the company suffers a worse-than-expected decline in operating profit, resulting in less than a 10% EBITDA cushion within the financial covenants. On the other hand, we could revise the outlook to stable if Cinram's liquidity is good, operating performance stabilizes, and free cash flow turns positive and is sustainable, resulting in our expectation of more than 25% covenant headroom despite stepdowns in the leverage covenant," S&P added. CLEAN BURN: J. Peterson Named Financial Estate Analyst ------------------------------------------------------ The Hon. Thomas W. Waldrep, Jr., of the U.S. Bankruptcy Court for the Middle District of North Carolina has ordered the appointment of John E. Peterson, III, Financial Analyst, Office of the U.S. Bankruptcy Administrator for the Middle District of North Carolina, as financial estate analyst in lieu of consultant in Clean Burn Fuels, LLC's bankruptcy case. Mr. Peterson will, among other things, making visits to and investigations of the Debtor and Debtor's business as may, from time to time hereafter, be requested by Michael D. West -- the bankruptcy administrator of the Debtor -- or the Court, and furnishing reports to the Court as may, from time to time hereafter, be requested by the Bankruptcy Administrator or the Court. 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. CLEAN BURN: Proposes Northen Blue as Bankruptcy Counsel ------------------------------------------------------- Clean Burn Fuels, LLC, asks for authorization from the Middle District of North Carolina to employ Northen Blue, L.L.P., as bankruptcy counsel. Northen Blue can be reached at: John A. Northen, Esq. NORTHEN BLUE, L.L.P. P.O. Box 2208 Chapel Hill, NC 27514-2208 Tel: (919) 968-4441 E-mail: jan@nbfirm.com Northen Blue received an initial retainer from the Debtor in the amount of $220,000, of which $38,460.43 has been expended in payment of prepetition services and expenses. The unexpended balance of the retainer is held by Northen Blue as security for postpetition fees and expenses as may be allowed by the Court. The retainer deposit is and will be fully refundable to the extent not used in payment of legal services provided to or for the benefit of the Debtor. John A. Northen, Esq., a partner at Northen Blue, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. 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. 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. CLEAN BURN: Wants to Hire Anderson Bauman as Financial Consultant ----------------------------------------------------------------- Clean Burn Fuels, LLC, asks for authorization from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Anderson Bauman Tourtellot Vos & Co. as financial consultant and chief restructuring officer. ABTV will: a. give the Debtor advice with respect to the operation of its business, including an evaluation of the desirability of the continuance of such business, the ability and means by which some or all of the assets could be refinanced or liquidated to generate cash for the payment of the claims as may be allowed in this proceeding, and any other matter relevant to the case or to the formulation of a plan; b. assist the Debtor in the preparation and filing of necessary schedules, statements of financial affairs, reports, a disclosure statement, and a plan; c. provide interim management services to the Debtor; and d. perform such other financial services as may be requested by the bankruptcy counsel from time to time and in the interest of the Debtor. ABTV will bill the Debtor pursuant to the hourly rates of its professionals: Consultant $350 Administrative Support $95 ABTV received an initial retainer from the Debtor in the amount of $140,000, of which $18,108.13 has been expended in payment of prepetition services and expenses. The unexpended balance of the retainer is held by ABTV as security for postpetition fees and expenses as may be allowed by the Court. The retainer deposit is and will be fully refundable to the extent not used in payment of services provided to or for the benefit of the Debtor. Peter L. Tourtellot, managing director of ABTV, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. 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. COMPOSITE TECHNOLOGY: Lender Wants Chapter 11 Trustee ----------------------------------------------------- Dow Jones' DBR Small Cap reports that Composite Technology Corp.'s lender has raised doubts that the Debtor will be able to successfully reorganize its finances under bankruptcy protection, and it's asking a bankruptcy judge to appoint a Chapter 11 trustee to oversee the case, saying the company "simply cannot be trusted to operate" without the court's oversight. In court papers filed Wednesday, an affiliate of lender Partners for Growth said Composite Technology, which has struggled to sell its specially designed power cables, isn't likely to reorganize. Composite Technology and its affiliates "concede they have been losing money for years, and their most recent operating statement shows revenues plunging and staggering losses mounting," the lender said in papers filed with the U.S. Bankruptcy Court in Santa Ana, California, according to DBR. About Composite Technology Composite Technology Corporation in Irvine, California, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-15058) on April 10, 2011, Judge Mark S. Wallace presiding. CTC Cable Corporation also filed for Chapter 11 (Bankr. C.D. Calif. Case No. 11-15059) on the same day. Paul J. Couchot, Esq., at Winthrop Couchot PC, serves as the Debtors' counsel. Composite Technology's wholly owned subsidiary, CTC Cable Corporation produces high-capacity energy efficient composite core conductors for electric transmission and distribution lines. In its petition, Composite Technology estimated $10 million to $50 million in assets and $1 million to $10 million in debts. COVENANT CARE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Covenant Care Centers, LLC 16203 Chasemore Drive Spring, TX 77379 Bankruptcy Case No.: 11-32526 Chapter 11 Petition Date: April 11, 2011 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Weldon L. Moore, III, Esq. SUSSMAN & MOORE, LLP 8333 Douglas Ave., Suite 1525 Dallas, TX 75225 Tel: (214) 378-8270 Fax: (214) 378-8290 E-mail: wmoore@csmlaw.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Ron Sanborn, manager. Affiliates that previously sought Chapter 11 protection: Petition Debtor Case No. Date ------ -------- ---- Archer Healthcare Providers, LLC 10-70454 10/01/10 Paducah Healthcare Providers, LLC 10-70455 10/01/10 Vernon Healthcare Providers, LLC 10-70456 10/01/10 CPJFK LLC: Files Plan of Reorganization and Disclosure Statement ---------------------------------------------------------------- CPJFK LLC delivered to the U.S. Bankruptcy Court for the Eastern District of New York a Chapter 11 Plan of Reorganization and corresponding Disclosure Statement. The Plan provides for five classes of claims and interests. Recovery for secured claims are expected to be 100%, while general unsecured claims are to have a 25% recovery. Aggregate Class Treatment Claims Recovery ----- --------- ----------- -------- Class 1a Payment in accordance $4,534,190 100% Superpriority with terms of SCS Note Secured Claim of SCS Class 1b Full Payment $300,000 100% Superpriority Secured Claim of Neshgold, LP Class 2a Cash Payment $250,000 100% Secured Claim of Neshgold LP Class 3 Monthly installments $100,000 100% Priority Non-Tax of cash payments Claims Class 4 25% of their $3,500,000 25% General Unsecured claims in annual Claims installments over a four-year period Class 5 Interests will N/A 100% Equity Interests be retained The Plan also provides for administrative claims and priority tax claims. A copy of the CPJFK Disclosure Statement is available for free at: http://bankrupt.com/misc/CPJFK_DisclosureStm.pdf Meanwhile, the Debtor's request to extend the time for it to assume or reject non-residential real property leases has been adjourned to May 2, 2011, at 10:00 a.m. About CPJFK LLC Atlanta, Georgia-based CPJFK, LLC, owns and operates a 183 room hotel under the name of the JFK Plaza Hotel located at 151-20 Baisley Blvd., in Jamaica, New York. The Hotel operations constitute the Debtor's sole source of income. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 10-89928) on Oct. 4, 2010. On Oct. 19, 2010, the U.S. Trustee for Region 21 filed a motion to transfer the Debtor's case to the U.S. Bankruptcy Court for the Eastern District of New York. On Nov. 9, 2010, the Debtor's case was transferred to E.D.N.Y. and assigned Case No. 10-50566. In November 2010, the Bankruptcy Court order the appointment of a Chapter 11 trustee at the behest of Neshgold, LP. The U.S. Trustee appointed Alan Nisselson as chapter 11 Trustee. Alan Nisselson selected Choice Consultants LLC as his managing agent. No official committee of unsecured creditors has been appointed in the case. CRYSTALLEX INT'L: President to Assume Duties of VP Finance ---------------------------------------------------------- Crystallex International Corporation announced on April 14, 2011, that Robert Crombie, President of Crystallex, will also assume the duties of VP Finance as part of its corporate restructuring initiative. Brian Moore, Crystallex Controller, will be responsible for corporate accounting functions. Crystallex Chairman and CEO, Robert Fung, commented, "The Company is taking steps to align its management team with current activities. I would like to thank Mr. Hemdat Sawh for his contributions to Crystallex. Mr. Sawh will be leaving Crystallex effective April 30, 2011, and we wish him well in his new endeavors." Current Activities On Feb. 16, 2011, the Company filed a Request for Arbitration before the Additional Facility of the World Bank's International Centre for Settlement of Investment Disputes against the Bolivarian Republic of Venezuela. The Arbitration Request was registered by ICSID on March 9, 2011. The Arbitration Request seeks the restitution by Venezuela of its investments including the Mine Operating Contract, and the issuance of the Permit, and compensation for interim losses suffered, or, alternatively full compensation for the value of its investment in an amount in excess of US$3.8 billion. The current focus of the Company is the prosecution and timely advancement of its arbitration. At the same time the Company is exploring, and if warranted, will pursue new opportunities which it believes could create additional value for all the stakeholders. The financial structure of the Company includes $100 million principal value of notes which are due December 2011, and which notes are current and not in default. The Company is in active discussions to refinance, restructure or modify the terms of the notes. In addition, certain equipment which had been held in storage awaiting the Permit to Impact Natural Resources has been listed in the market place for sale. Active negotiations are underway in this regard. Proceeds from the sale of this equipment will be used to improve the Company's working capital position. About Crystallex International Based in Toronto, Canada, Crystallex International Corporation (TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a Canadian-based company, which has been granted the Mine Operating Contract to develop and operate the Las Cristinas gold properties located in Bolivar State, Venezuela. The Company's balance sheet at Sept. 30, 2010, showed US$63.62 million in total assets, US$108.10 million in total liabilities, and a stockholders' deficit of US$44.48 million. "As at Sept. 30, 2010, the Company had working capital of US$12.50 million, including cash of $21.47 million. Management estimates that these funds will be sufficient to meet the Company's obligations and budgeted expenditures for the foreseeable future, but will not be sufficient to repay the US$100.00 million notes payable due on December 23, 2011." DECRANE AEROSPACE: Moody's 'Caa1' Corporate Rating -------------------------------------------------- Moody's Investors Service has withdrawn all ratings of DeCrane Aerospace, Inc., including the Caa1 Corporate Family Rating and Caa3 Probability of Default Rating. Ratings Rationale The credit rating has been withdrawn because Moody's Investors Service believes it has insufficient or otherwise inadequate information to support the maintenance of the credit rating. These ratings were withdrawn: -- Corporate Family Rating, Caa1 -- Probability of Default Rating, Caa3 -- $30 million gtd first lien revolving credit facility due 2013, B2 LGD2, 29% -- $195 million gtd first lien term loan due 2013, B2 LGD2, 29% -- $150 million gtd second lien term loan due 2014, Caa3 LGD3, 33% DeCrane Aerospace, Inc., headquartered in Georgetown, Delaware, provides auxiliary fuel systems for the business, VIP and head-of- state aircraft markets via its PATS Aircraft Systems business and supplies avionics equipment mounting solutions such as avionics trays and custom designed racking systems via Hollingsead International, Inc. DESERT PALMS: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: Desert Palms North, LLC P.O. Box 271780 Las Vegas, NV 89127-1780 Bankruptcy Case No.: 11-15492 Chapter 11 Petition Date: April 13, 2011 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Michael C. Van, Esq. SHUMWAY VAN & HANSEN, CHTD 8985 S. Eastern Avenue, #100 Las Vegas, NV 89123 Tel: (702) 478-7770 Fax: (702) 478-4779 E-mail: michael@shumwayvan.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Miklos Steuer, managing member. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Bank N.A. Trustee, Trustee Commercial $10,987,050 c/o William R. Urga, Esq. Building/Apartment Jolley Urga Wirth Woodbury & Standish 3800 Howard Hughes Parkway, Floor 16 Las Vegas, NV 89169 DIVINE SQUARE: Intervest National Bank Seeks to Dismiss Case ------------------------------------------------------------ Intervest National Bank asks the U.S. Bankruptcy Court for the Middle District of Florida to dismiss the Chapter 11 case of Divine Square LW, LLC. Miami, Fla.-based Divine Square LW, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 10-47363) on Dec. 7, 2010. Stephen P. Drobny, Esq., at Shutts & Bowen LLP, in Miami, Fla., represents the Debtor. The Debtor disclosed approximately $9 million in assets and more than $14 million in liabilities as of the petition date. DIVINE SQUARE: Proposes to Employ Property Tax Adjusters -------------------------------------------------------- Divine Square LW, LLC seeks permission from the U.S. Bankruptcy Court for the Middle District of Florida to employ Property Tax Adjusters, Inc. to handle administrative appeals of certain property tax assessments of the Debtor. Miami, Fla.-based Divine Square LW, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 10-47363) on Dec. 7, 2010. Stephen P. Drobny, Esq., at Shutts & Bowen LLP, in Miami, Fla., represents the Debtor. The Debtor disclosed approximately $9 million in assets and more than $14 million in liabilities as of the petition date. DIVINE SQUARE: Seeks to Employ Holly Sime Realty as Leasing Agent ----------------------------------------------------------------- Divine Square LW, LLC asks the U.S. Bankruptcy Court for the Southern District of Florida for permission to employ Holly Sime Realty of Miami, Inc. as its leasing agent. Miami, Fla.-based Divine Square LW, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 10-47363) on Dec. 7, 2010. Stephen P. Drobny, Esq., at Shutts & Bowen LLP, in Miami, Fla., represents the Debtor. The Debtor disclosed approximately $9 million in assets and more than $14 million in liabilities as of the petition date. DLGC II: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: DLGC II, LLC 2390 E. Camelback Road, Suite 310 Phoenix, AZ 85016 Bankruptcy Case No.: 11-10174 Chapter 11 Petition Date: April 13, 2011 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Mark W. Roth, Esq. POLSINELLI SHUGHART P.C. One East Washington Street CityScape Building, Suite 1200 Phoenix, AZ 85004 Tel: (602) 650-2012 Fax: (602) 926-8562 E-mail: mroth@polsinelli.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $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 Donald R. Leo, managing member of CVF Holdings, LLC, authorized partner. Affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Lake Pleasant Group, LLP 11-10170 04/13/11 DOUGLAS ASPHALT: Martin Marietta Goes Back to Superior Court ------------------------------------------------------------ Bankruptcy Judge John S. Dalis granted a request by Douglas Asphalt Company and Douglas Asphalt Paving, Inc., for the Court to abstain from exercising jurisdiction and remand all claims, counterclaims, and causes of action in the adversary proceeding -- Martin Marietta Aggregates, a division of Martin Marietta Materials, Inc., v. Douglas Asphalt Company and Douglas Asphalt Paving, Inc., Adv. Pro. No. 11-05001 (Bankr. S.D. Ga.) -- to the Superior Court of Coffee County, from which they were removed. The Court, however, refused Douglas Asphalt's request for payment of just costs and actual expenses, including attorneys' fees, saying it failed to demonstrate why the payment of just costs and actual expenses was proper. Martin Marietta sued Douglas Asphalt Company and Douglas Asphalt Paving, Inc., on Jan. 20, 2009, in the Superior Court of Coffee County, Georgia. Martin Marietta Aggregates, a division of Martin Marietta Materials, Inc. v. Douglas Asphalt Company and Douglas Asphalt Paving, Inc., Superior Court of Coffee County, State of Georgia, Civil Action No. 2009S01-57. The State Court Action asserts state law claims arising from an alleged default on an "open account." Defendants counterclaimed alleging under state law that Plaintiff failed to supply timely materials in accordance with a contract between the parties. Substantial discovery followed in the State Court Action. Martin Marietta Aggregates removed the case to the United States District Court for the Southern District of Georgia after the Debtors filed for bankruptcy. A copy of the Court's April 6, 2011 Order is available at http://is.gd/G5ARG1from Leagle.com. Douglas Asphalt Company, founded in 1971 by principal owner and president Joel Spivey, was once a successful contractor for a number of state and federal highway construction projects. In 2006, the Debtor had 550 employees, 10 asphalt plants, and generated gross revenue of approximately $140 million. Creditors of Douglas Asphalt Company initiated an involuntary bankruptcy action against the company (Bankr. S.D. Ga. Case No. 09-51272) on Dec. 2, 2009. Douglas Asphalt Company voluntarily filed a Chapter 11 case on Dec. 28, 2009, which on motion of the U.S. Trustee was converted to a chapter 7 case on April 12, 2010. DUKE AND KING: Access to Cash Until May 20 Subject to Milestones ---------------------------------------------------------------- Duke and King Acquisition Corp., and its debtor affiliates sought and obtained Judge Gregory F. Kishel of the U.S. Bankruptcy Court for the District of Minnesota's approval of a stipulated first amendment to the final cash collateral order. The First Amendment was entered among the Debtors, Meadowbrook Meet Company d/b/a MBM Corp., Bank of America, N.A., and the Official Committee of Unsecured Creditors to extend the sale deadlines set forth in an order approving sale and bidding procedures, and the corresponding sale deadlines in the Final Cash Collateral Order. It is an event of default under the Final Cash Collateral Order if, without Bank of America's prior consent, the Debtors' failure to comply with certain sale deadlines in the Final Cash Collateral. Pursuant to the First Amendment, the Debtors are authorized to use the cash generated by the operation of their businesses to continue to operate their businesses in the ordinary course of business through May 20, 2011, consistent with a budget, a copy of which is available for free at: http://bankrupt.com/misc/DukeandKing_CashCollBudget.pdf The bankruptcy judge ruled that it will be an event of default under the First Amendment if the total of the Debtors' cash, inventory, and accounts receivable at the end of the day on any of the dates will be less than $1,868,000: March 25, 2011, April 1, 2011, April 8, 2011, April 15, 2011, April 22, 2011, April 29, 2011, May 6, 2011, May 13, 2011 or May 20, 2011. By no later than the end of the day on Wednesday of each week, the Debtors will deliver a report to BofA showing the Debtors' inventory, accounts receivable and cash balances as of the end of the day on the previous Friday, with a copy to the Committee. Upon the occurrence of an event of default, BofA may send a notice of default to the Debtors, the Committee and the United States Trustee for Region 2. If the Debtors are unable to cure the default within three business days after the date that the Debtors received the notice of default by showing that the total of the Debtors' cash, inventory, and accounts receivable has increased to at least $1,868,000, the Debtors' right to use cash under this order will terminate. An event of default will also occur under the First Amendment if, without BofA's prior consent: (I) The Debtors fail to comply with the sale deadlines: (a) the Debtors will receive bids from interested purchasers on or before April 19, 2011; (b) the Debtors will make a determination regarding whether a bid is a "Qualified Bid" under the bidding procedures on or before April 21, 2011; (c) the Debtors will conduct the auctions for the Group One Restaurants and Group Two Restaurants on or before April 26, 2011; (d) the Debtors will use their reasonable best efforts to obtain a sale hearing date on or about May 10, 2011; or (e) the Debtors will use their reasonable best efforts to close the sale or sales on or before May 20, 2011; or (II) Any material change is made to the Sale Procedures without BofA's consent; or (III) No Qualified Bids are received by the Debtors; or (IV) No order approving a sale in accordance with the Sale Procedures is entered by May 17, 2011, without BofA's consent. After the occurrence of an event of default, BofA may send a notice of default to the Debtors, the Committee and the U.S. Trustee. If the Debtors are unable to cure the default within five business days after the date that the Debtors received the notice of default, absent any further order of the Court, the Debtors' right to use cash under this order will terminate. About Duke and King Acquisition Corp. Burnsville, Minnesota-based Duke and King Acquisition Corp., dba Burger King, was formed in November 2006, to acquire 88 Burger King franchise restaurants from the Nath Companies. It filed for Chapter 11 bankruptcy protection on December 4, 2010 (Bankr. D. Minn. Case No. 10-38652). Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at Fredrikson & Byron, P.A., serve as the Debtor's bankruptcy counsel. Mastodon Ventures, Inc., acts as the Debtor's investment banker. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates Duke and King Missouri Holdings, Inc. (Bankr. D. Minn. Case No. 10-38654), Duke and King Missouri, LLC (Bankr. D. Minn. Case No. 10-38653), Duke and King Real Estate, LLC (Bankr. D. Minn. Case No. 10-38655), and DK Florida Holdings, Inc. (Bankr. D. Minn. Case No. 10-3856), filed separate Chapter 11 petitions on December 4, 2010. Maslon Edelman Borman & Brand, LLP serves as local counsel to the official committee of unsecured creditors. Aaron L. Hammer, Esq., and Richard S. Lauter, Esq., at Freeborn & Peters LLP, in Chicago, is the official committee of unsecured creditors' bankruptcy counsel. Mesirow Financial Consulting, LLC, serves as financial advisors of the official committee of unsecured creditors. The cases are jointly administered, with Duke and King Acquisition Corp. as the lead case. DUKE FOODS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Duke Foods Inc. 40720 Winchester Road Temecula, CA 92591 Bankruptcy Case No.: 11-21810 Chapter 11 Petition Date: April 11, 2011 Court: United States Bankruptcy Court Central District Of California (Riverside) Judge: Catherine E. Bauer Debtor's Counsel: Stuart J. Wald, Esq. LAW OFFICES OF STUART J. WALD 36154 Coffee Tree Pl Murrieta, CA 92562 Tel: (310) 429-3354 E-mail: stuart.wald@gmail.com Scheduled Assets: $478,966 Scheduled Debts: $1,624,423 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-21810.pdf The petition was signed by Vincent A. Duke, president. EMIVEST AEROSPACE: Bids for Two Properties Due June 16 ------------------------------------------------------ The San Antonio Business Journal reports that Hilco Real Estate and Counsel RB Capital Inc. have announced a sealed bid auction for two ground leased properties that were formerly occupied by Emivest Aerospace Corporation. According to the report, the assets up for bid include Emivest's local headquarters at the San Antonio International Airport and an industrial complex in Martinsburg, West Virginia. The buyer(s) would purchase the right to assume the remaining lease obligations and associated extension options to the properties, according to Geoffrey S. Schnipper, senior project manager for Hilco. The bid deadline for both properties is June 16, 2011. Prospective buyers may submit bids on one or both of the assets. About Emivest Aerospace Emivest Aerospace Corporation -- http://www.sj30jet.com/-- is a U.S.-based aircraft manufacturing company and a subsidiary of Emirates Investment & Development PSC. Emivest Aerospace Corporation produces the SJ30 light jet. Emivest Aerospace Corporation filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-13391) on Oct. 20, 2010. Emivest estimated assets and debts between $50 million and $100 million. Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, serves as counsel to the Debtor. Morgan Joseph & Co. Inc. is the financial advisor to the Debtor. The Debtor also hired DLA Piper LLP (US) as special counsel to assist in the marketing of its assets. Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to the Official Committee of Unsecured Creditors. Deloitte Financial Services LLP is the Committee's financial advisor. ENRON CORP: ECRC Withdraws Rejection Notices & Pleadings -------------------------------------------------------- In a Bankruptcy Court-approved stipulation, Enron Creditors Recovery Corp. f/k/a Enron Corp. and its Debtor affiliates, Houston Pipe Line Company LP, HPL Resources Company LP, and AEP Energy Services Gas Holding Company, agreed that these filings are withdrawn with prejudice: (i) Notices of Rejection filed by the Reorganized Debtors on February 23, 2004 regarding: (a) the Right to Use Agreement by and Between BAM Lease Company and Houston Pipeline Company dated as of May 31, 2001; and (b) the Amended and Restated' Pressurization and Storage Gas Borrowing Agreement by and among BAMCO, HPL Asset Holdings L.P. and The Bank of New York, as Trustee of the Barrunel Gas Trust, dated as of May 30, 2001; and (ii) subsequent objections or responses to the Rejection Notices filed on March 8, 2004 by AEP Energy Services Gas Holding Company and HPL. About Enron Corp. Based in Houston, Texas, Enron Corporation filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001, following controversy over accounting procedures that caused Enron's stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors won confirmation of their Plan in July 2004, and the Plan was declared effective on Nov. 17, 2004. After approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre- bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. FIRST BANCORP: Inks Second Amendment to U.S. Treasury Agreement --------------------------------------------------------------- First BanCorp has signed a second amendment to the Certificate of Designations of the Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series G held by the United States Department of the Treasury in connection with the Exchange Agreement executed on July 7, 2010, as amended. This amendment reflects the U.S. Treasury's agreement to extend the date by when the Corporation is required to complete an equity raise in order to compel conversion of the Series G Preferred Stock into shares of common stock by six months to October 7, 2011. About First BanCorp First BanCorp is the parent corporation of FirstBank Puerto Rico, a state-chartered commercial bank with operations in Puerto Rico, the Virgin Islands and Florida, and of FirstBank Insurance Agency. First BanCorp and FirstBank Puerto Rico operate under U.S. banking laws and regulations. The Corporation operates a total of 175 branches, stand-alone offices and in-branch service centers throughout Puerto Rico, the U.S. and British Virgin Islands, and Florida. Among the subsidiaries of FirstBank Puerto Rico are First Federal Finance Corp., a small loan company; First Leasing and Rental Corp., a leasing company; FirstBank Puerto Rico Securities, a broker-dealer subsidiary; First Management of Puerto Rico; and FirstMortgage, Inc., a mortgage origination company. In the U.S. Virgin Islands, FirstBank operates First Insurance VI, an insurance agency, and First Express, a small loan company. First BanCorp's common and publicly-held preferred shares trade on the New York Stock Exchange under the symbols FBP, FBPPrA, FBPPrB, FBPPrC, FBPPrD and FBPPrE. * * * As reported in the Troubled Company Reporter-Latin America on November 29, 2010, Fitch Ratings has removed from Rating Watch Negative and downgraded the long-term Issuer Default Ratings of First BanCorp and its main subsidiary, Firstbank Puerto Rico to 'CC'. Fitch noted in November 2010 that FBP announced a series of initiatives to bolster its balance sheet. These mainly entail improving the common equity component of its overall capitalization. FBP's capital strategies encompass three actions: 1) the conversion of the company's US$550 million perpetual preferred stock which was completed on Aug. 30, 2010; 2) raising additional common stock of up to US$500 million, which is presently ongoing; and 3) the conversion of the U.S. Treasury's Capital Purchase Program preferred shares, which is contingent upon the raising the additional equity. Taken together, and if successful, FBP estimates that pro forma tangible common equity ratio will increase to 10%. The rating actions primarily reflects Fitch's view that the capital strategies First Bancorp has pursued are necessitated by its weakened financial condition and reflective of heightened credit risk compared to historical performance. GAS CITY: Receives $70 Million Offer From Speedway LLC ------------------------------------------------------ Jeff Vorva at Chicago Tribune's Trib Local - Frankfort reports that Speedway LLC and Canada's Alimentation Couche-Tard Inc., the owner of Circle K, will purchase 32 of the 50 stations owned by Gas City Ltd. According to the report, Judge Eugene R. Wedoff held a hearing Wednesday morning in Chicago regarding the sale of the Gas City properties, but his ruling was not announced by the United State Bankruptcy Court Northern District of Illinois. Speedway offered more than $70 million for 27 Gas City stores. That includes four in Frankfort, three in Homer Glen, two in Mokena, two in New Lenox and one each in Darien, Naperville, Romeoville and Tinley Park. Communication Manager Shane Pochard of the Ohio-based Marathon Petroleum Co. LP, which owns Speedway, said his company "has interest" in the Gas City properties, but had no further comment until the legal process plays out. According to Trib Local, Couche-Tard, which reportedly bid for 46 stations in March, may be awarded five, including two in Orland Hills and one in Palos Park. Martene Coutu, assistant to the president of Couche-Tard said the company does not comment on potential acquisitions. About Gas City Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort, Illinois, is an independent petroleum marketer with locations in Northeast Illinois, Northwest Indiana, Florida and Arizona. Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets at $50 million to $100 million and debts at $100 million to $500 million. Gas City's parent, the William J. McEnery Revocable Trust dated Apr. 22, 1993, filed a separate Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895). Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter, Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove, Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in Chicago, represent the Debtors. A. Jeffrey Zappone at Conway Mackenzie is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims agent. The Official Committee of Unsecured Creditors has tapped Pachulski Stang Ziehl & Jones LLP and Levenfeld Pearlstein, LLC, as co-counsel and Mesirow Financial Consulting, LLC, as financial advisors. The Bankruptcy Court extended Gas City's exclusive periods to file and solicit acceptances for the proposed chapter 11 plan until April 20, 2011, and May 20, respectively. GREATER ATLANTA BROKERAGE: RE/MAX Seeks Chapter 11 Protection ------------------------------------------------------------ The Atlanta Journal-Constitution reports that RE/MAX Greater Atlanta filed for Chapter 11 protection. RE/MAX has offices in Sandy Springs, Atlanta, Cobb County, Johns Creek and Dunwoody, in Georgia. Greater Atlanta Brokerage Solutions, LLC, doing business as RE/MAX Greater Atlanta filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 11-60628) on April 4, 2011. J. Robert Williamson, Esq., at Scroggins And Williamson, in Atlanta, Georgia, represents the Debtor. The Debtor estimated assets and debts of $1 million to $10 million. Greater Atlanta's case summary, which contains a list of creditors, was published in the April 7, 2011 edition of the Troubled Company Reporter. GREGORY CARLING: Court Conditions Stay Relief on Sale Closing ------------------------------------------------------------- Chief Judge Peter W. Bowie said he will grant a junior secured creditor relief from the automatic stay if Gregory Charles Carling fails to close a sale of his real estate property by April 19. A copy of the Court's April 8, 2011 Order is available at http://is.gd/7QB3a3from Leagle.com. Mr. Carling in San Diego, California, filed a "barebones" Chapter 11 (Bankr. S.D. Calif. Case No. 10-22206) on Dec. 19, 2010, represented by Matthew H. Powell, Esq. -- matthew@mhpowell.com -- at Powell And Powell. In his schedules Mr. Carling listed real estate valued at $2,699,000 and securing debt of $1,973,003. E-DEBIT GLOBAL: Incurs $1.15 Million Net Loss in 2010 ----------------------------------------------------- E-Debit Global Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $1.15 million on $3.97 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.28 million on $3.64 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $1.68 million in total assets, $1.89 million in total liabilities, and a $205,349 stockholders' deficit. Cordovano and Honeck LLP, in Englewood, Colorado, 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, has a working capital deficit at Dec. 31, 2010, and has an accumulated deficit of $4,457,079 as of Dec. 31, 2010. A full-text copy of the Annual Report is available for free at: http://is.gd/5LAQdi 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 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. EASTSIDE ESTATES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Eastside Estates LLC 981 Van Horn Road Fairbanks, AK 99701 Bankruptcy Case No.: 11-00277 Chapter 11 Petition Date: April 10, 2011 Court: United States Bankruptcy Court Alaska (Fairbanks) Debtor's Counsel: Gary A. Spraker, Esq. CHRISTIANSON & SPRAKER 911 W. 8th Ave., Suite 201 Anchorage, AK 99501 Tel: (907) 258-6016 Fax: (907) 258-2026 E-mail: ecf@cslawyers.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by William Viviamore, manager. EFD LTD: Section 341(a) Meeting Scheduled for May 10 ---------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of EFD, Ltd.'s creditors on May 10, 2011, at 10:00 a.m. The meeting will be held at Austin Room 118, Homer Thornberry Building, 903 San Jacinto, Austin, 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. Austin, Texas-based EFD, Ltd. -- dba Blanco San Miguel, fdba Blanco San Miguel, Ltd. -- filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011. Eric J. Taube, Esq., at Hohmann Taube & Summers, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $50 million to $100 million and debts at $10 million to $50 million. FIRST DATA: Lenders Extend Due Date for $6.25-Bil. in Loans ----------------------------------------------------------- The 2011 Extension Amendment that First Data Corporation entered into on March 24, 2011, relating to its Credit Agreement, dated as of Sept. 24, 2007, as amended and restated as of Sept. 28, 2007, as further amended as of Aug. 10, 2010, among First Data, the several lenders from time to time parties thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, became effective. Among other things, the Amendment Agreement: (i) provides for the extension of the maturity date of approximately $1.25 billion of revolving credit commitments under the Amended Credit Agreement to the earliest of: (x) June 24, 2015, if on such date the aggregate outstanding principal amount of First Data's 9.875% Senior Notes due 2015 and 10.55% Senior PIK Notes due 2015 exceeds $750.0 million, (y) Dec. 31, 2015, if on such date the aggregate outstanding principal amount of First Data's 11.25% Senior Subordinated Notes due 2016 exceeds $750.0 million and (z) Sept. 24, 2016; (ii) provides for the extension of the maturity date of approximately $5.0 billion of term loans under the Amended Credit Agreement to March 24, 2018; (iii) provides for an increase in the interest rate applicable to the revolving credit loans subject to the Revolver Extension and the term loans subject to the Term Loan Extension (i) to a rate equal to, at First Data's option, either (x) LIBOR for deposits in the applicable currency plus 400 basis points or (y) with regard to dollar denominated borrowings, a base rate plus 300 basis points; (iv) provides for an increase in the commitment fee payable on the undrawn portion of the revolving credit commitments subject to the Revolver Extension to 75 basis points; and (v) provides First Data with the ability to reduce the revolving credit commitments subject to the Revolver Extension while maintaining the revolving credit commitments not subject to the Revolver Extension in their original amount. In connection with the Amendment Agreement First Data effected a prepayment of the outstanding term loans under the Credit Agreement from the net cash proceeds of the issuance of its 7.375% Senior Secured Notes due 2019 and a permanent reduction of the revolving credit commitments that are subject to the Revolver Extension in an amount equal to 20%. On April 13, 2011, First Data issued and sold $750,000,000 aggregate principal amount of 7.375% Senior Secured Notes due 2019, which mature on June 15, 2019 pursuant to an indenture, dated April 13, 2011, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. The Company used the net proceeds from the issue and sale of the notes, together with cash on hand, to repay existing term loan debt under our senior secured credit facilities. Interest Rate The notes accrue interest at the rate of 7.375% per annum and mature on June 15, 2019. Interest on the notes is payable in cash on June 15 and December 15 of each year. Ranking The notes: * rank senior in right of payment to any existing and future subordinated indebtedness, including the Company's senior subordinated notes; * rank equally in right of payment with all of the Company's existing and future senior indebtedness; * are effectively senior in right of payment to indebtedness under the Company's existing senior unsecured notes and the Company's existing senior secured second lien notes to the extent of the value of the collateral securing the notes; * are effectively equal in right of payment with indebtedness under the Company's senior secured credit facilities and the Company's existing senior secured first lien notes; and * are effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of the Company's non-guarantor subsidiaries. Guarantees The notes are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by each of the Company's existing and future direct and indirect wholly owned domestic subsidiaries that guarantees the Company's senior secured credit facilities, subject to certain exceptions. Each of the guarantees of the notes is a general senior obligation of each guarantor and: * ranks senior in right of payment to all existing and future subordinated indebtedness of the guarantor subsidiary, including the Company's existing senior subordinated notes; * ranks equally in right of payment with all existing and future senior indebtedness of the guarantor subsidiary; * is effectively senior in right of payment to the guarantees of the Company's existing senior unsecured notes and the Company's existing senior secured second lien notes to the extent of the guarantor subsidiary's value of the collateral securing the notes; * is effectively equal in right of payment with the guarantees of the Company's senior secured credit facilities and the Company's existing senior secured first lien notes; and * is effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of any subsidiary of a guarantor that is not also a guarantor of the notes. Any guarantee of the notes will be released in the event such guarantee is released under the Company's senior secured credit facilities. Security Pursuant to a security agreement and a pledge agreement, each dated as of Aug. 20, 2010, among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as collateral agent, the notes and the guarantees are secured by first-priority liens, subject to permitted liens, on certain of the Company's assets and the assets of the subsidiary guarantors that secure the Company's senior secured credit facilities including: * substantially all the capital stock of any of the Company's wholly owned first-tier subsidiaries or of any subsidiary guarantor of the notes; and * substantially all tangible and intangible assets of the Company and each subsidiary guarantor, other than (1) certain real property, (2) settlement assets and (3) deposit accounts, other bank or securities accounts, cash, leaseholds, excluded stock and stock equivalents, motor vehicles and other customary exceptions. Prepayments and Redemptions The Company is required to make an offer to repay the notes with net proceeds from specified asset sales, subject to the right to repay other senior secured debt and certain other types of indebtedness or reinvest such proceeds in the Company's business. In addition, the Company will be required to offer to repay the notes upon the occurrence of a change of control. The Company may redeem the notes, in whole or in part, at any time prior to June 15, 2015, at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest to the redemption date and a "make-whole premium." Thereafter, the Company may redeem the notes, in whole or in part, at established redemption prices. In addition, on or prior to June 15, 2014, the Company may redeem up to 35% of the aggregate principal amount of notes with the net cash proceeds from certain equity offerings at established redemption prices. Certain Covenants and Events of Default The indenture governing the notes contains a number of covenants that, among other things, restricts, subject to certain exceptions, the Company's and its restricted subsidiaries' ability to: * incur additional debt or issue certain preferred shares; * pay dividends on or make other distributions in respect of capital stock or make other restricted payments; * make certain investments; * sell certain assets; * create liens on certain assets to secure debt; * consolidate, merge, sell or otherwise dispose of all or substantially all assets; * enter into certain transactions with affiliates; and * designate subsidiaries as unrestricted subsidiaries. In addition, the indenture governing the notes imposes certain requirements as to future subsidiary guarantors. The indenture governing the notes also contains certain customary events of default. About First Data Based in Atlanta, Georgia, First Data Corporation, with over $10 billion of revenue for the 12 months ended June 30, 2010, provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. The Company reported a net loss $846.90 million on $10.38 billion of revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.01 billion on $9.31 billion of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $37.54 billion in total assets, $33.45 billion in total liabilities and $4.05 billion in total equity. * * * The Company's carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. Standard & Poor's Ratings Services in December 2010 assigned its 'B-' issue rating with a '5' recovery rating to First Data Corp.'s (B/Stable/--) $2 billion of 8.25% second-lien cash-pay notes due 2021, $1 billion $8.75% second-lien pay-in-kind-toggle notes due 2022, and $3 billion 12.625% unsecured cash-pay notes due 2021. The '5' recovery rating indicates lenders can expect modest (10%- 30%) recovery in the event of payment default. Under S&P's default analysis, there is insufficient collateral to fully cover First Data's first-lien debt. As a result, the remaining value of the company (generated by non-U.S. assets and not pledged) would be shared pari passu among the uncovered portion of first-lien debt, new second-lien debt, and new and existing unsecured debt. FIRST JERSEY: $1.5-Mil. Sent to Investors Defrauded by Brennan -------------------------------------------------------------- Bryan Cohen at Legal Newsline reports that New Jersey Attorney General Paula Dow announced that checks totaling $1.54 million are being mailed to 72 investors who were defrauded by Robert Brennan. According to the report, the New Jersey Bureau of Securities successfully sued the infamous investor and then proceeded to track down assets that Brennan had hidden. Additional investors defrauded by Brennan have until May 31 to submit a claim for restitution. "This is the day that many investors have been waiting for," Legal Newsline quotes Ms. Dow as saying. "The dogged determination of our Bureau of Securities investigators and deputy attorneys general assigned to the Brennan case has brought us to this point." The Bureau of Securities, Legal Newsline relates, filed suit against Brennan, L.C. Wegard, an investment firm Brennan controlled and other defendants in August 1995, alleging violations of the New Jersey Racketeer Influenced and Corrupt Organizations Act and the New Jersey Securities Law. Mr. Brennan filed a voluntary Chapter 11 bankruptcy petition that same month. The Bureau obtained a $45 million non-dischargeable judgment against Brennan and L.C. Wegard in June 1999. The Bureau then made effort to find assets to satisfy the judgment, eventually finding a pension fund Brennan had allegedly secretly set up for himself. About Robert Brennan and First Jersey Robert E. Brennan is a former Brielle and Colts Neck, New Jersey, resident who sold penny stocks through the now defunct First Jersey Securities. In 1995, he was ordered to pay the Securities and Exchange Commission $75 million for defrauding investors. Mr. Brennan declared bankruptcy two months later without paying the fine. He was sentenced to 12 years in federal prison at Fort Dix for bankruptcy fraud and contempt of court. He was released in January this year after almost 10 years in prison. Authorities have been trying for years to access his elusive family trust, an offshore account that has bounced around Europe, Africa and the Caribbean to avoid scrutiny. The trust was valued at $6.4 million in 1998, according to bankruptcy court records. FLEMING STEEL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Fleming Steel Company 2739 Pulaski Road New Castle, PA 16105 Bankruptcy Case No.: 11-22292 Chapter 11 Petition Date: April 11, 2011 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Judith K. Fitzgerald Debtor's Counsel: Alan E. Cech, Esq. MORELLA & ASSOCIATES 706 Rochester Rd. Pittsburgh, PA 15237 Tel: (412) 369-9696 Fax: (412) 369-9990 E-mail: aecech@morellalaw.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/pawb11-22292.pdf The petition was signed by Seth Kohn, president. GARY PHILLIPS: Has Access to Cash Collateral Until April 29 ----------------------------------------------------------- Gary Phillips Construction, LLC sought and obtained interim permission from Judge Marcia Phillips Parsons of the U.S. Bankruptcy Court for the Eastern District of Tennessee to use its prepetition lender's cash collateral through April 29, 2011 in accordance with a budget, a copy of which is available for free at: http://bankrupt.com/misc/GaryPhillips_CashCollBudget.pdf The bankruptcy judge found that entry of the interim order will minimize disruption of the Debtor's business and operations and permit it to meet operating expenses. Absent the use of cash collateral, the Debtor's estate would not have any funds to satisfy any obligations, the bankruptcy judge acknowledged. However, the Debtor will not be permitted to use Commercial Bank's specific Cash Collateral account which is designated as savings account XXXXX6614 without further order of the Court. As adequate protection of Citizens Bank, Commercial Bank, First Bank & Trust, First Tennessee Bank, Regions Bank, Tri-Summit Bank, TruPoint Bank, Delta Gypsum, Preston, McNees's and Probuild Company, LLC's interest in and to the prepetition collateral, the Secured Creditors are granted interim replacement liens in and to all assets of the Debtor's estate. The bankruptcy judge will consider final approval of the Debtors' cash collateral use on April 26, 2011 at 9:00 a.m. in Greeneville, Tennessee. About Gary Phillips Construction Piney Flats, Tennessee-based Gary Phillips Construction, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 10-53097) on Dec. 3, 2010. Fred M. Leonard, Esq. -- fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the Debtor's counsel. Dean B. Farmer, Esq., at Hodges, Doughty & Carson, PLLC, serves as the committee of unsecured creditors' counsel. In its schedules, the Debtor disclosed $13,255,698 in assets and $7,614,399 in liabilities as of the Petition Date. GENERAL MOTORS: Old GM to Distribute New GM Shares to Creditors --------------------------------------------------------------- Motors Liquidation Company (f/k/a General Motors Corporation) announced that on or about April 21, 2011, it expects to distribute more than 75 percent of the shares of common stock and warrants that MLC currently owns in General Motors Company to MLC's unsecured creditors as part of MLC's Second Amended Joint Chapter 11 Plan. The Plan became effective on March 31, 2011. MLC also confirmed it has successfully negotiated the resolution of at least 97 percent, or $284 billion, of the $294 billion in claims that were filed against MLC and certain of its direct and indirect subsidiaries since they filed for bankruptcy in 2009. The shares and warrants will be distributed to unsecured creditors whose claims have been allowed by the bankruptcy court. For every $1,000 of allowed claims, these unsecured creditors will receive 3.802187 shares, 3.456534 warrants to acquire shares at $10 per share and 3.456534 warrants to acquire shares at $18.33 per share. With respect to holders of MLC notes, bonds and debentures, the distribution ratio is reflective of the number of shares and warrants distributable per $1,000 of allowed claims, not per $1,000 of face value of such notes, bonds and debentures. As such, the distribution ratios to individual bondholders may vary. Bondholder allocations will be posted on the MLC and the Motors Liquidation Company GUC Trust Web sites as soon as practicable prior to the distribution. For more information, creditors should visit http://www.motorsliquidation.com/or http://www.mlcguctrust.com/, or call 1-800-414-9603. "Today's news marks yet another historic milestone in a case that's already destined for the history books," said Al Koch, CEO of MLC and vice chairman of AlixPartners LLP, the turnaround consulting firm that began its work with General Motors in December 2008. "Distributing 75 percent of the securities this quickly is truly a remarkable accomplishment, something that many thought could never be done this fast. Also remarkable is being able to confirm that at least 97 percent of claims in this case have been resolved." MLC's Chapter 11 case is one of the largest and most complex bankruptcy cases in U.S. history, and includes the implementation of a unique trust structure that will continue environmental remediation, claims resolution and stock distribution to unsecured creditors. The Plan created four trusts. The GUC Trust is responsible for resolving the outstanding claims of the unsecured creditors of the Debtors and distributing a portion of the shares and warrants owned by MLC to those unsecured creditors whose claims are allowed. MLC currently owns 10 percent of the total issued and outstanding shares, plus warrants that are exercisable for a further 15 percent of the shares on a fully diluted basis. MLC's interest includes 150 million shares, warrants to acquire 136.4 million shares at $10.00 per share, and warrants to acquire 136.4 million shares at $18.33 per share. While the Plan provides that transferrable units of the GUC Trust may be issued together with the distribution of the shares and the warrants, the conditions required for the issuance of such units were not met, and therefore, the GUC Trust administrator will not issue transferrable GUC Trust units. Holders of allowed general unsecured claims, however, will retain the contingent right to receive, on a pro rata basis, additional shares and warrants if and to the extent that such shares and warrants are not required for the satisfaction of disputed general unsecured claims which are subsequently allowed. In order to successfully negotiate the resolution of at least 97 percent of the $294 billion in claims that were filed against the Debtors, MLC leveraged unique technological solutions provided by AlixPartners in order to manage the treatment of more than 750,000 contracts and the analysis of more than 70,000 claims. This Web- enabled process considerably enhanced the efficiency and effectiveness of the undertaking. This was combined with extensive and collaborative negotiations for claims at numerous federal and state EPA Superfund sites. Additionally, the Environmental Response Trust, crafted by MLC in conjunction with federal, state and local regulators, provides $536 million (subject to certain adjustments) for the continuing environmental remediation of remaining properties, for as long as 100 years in some cases. The ERT's assets will consist of cash, remaining unsold real properties and the equipment that is located at those properties. MLC anticipates that the majority of the environmental remediation contemplated in the ERT should be completed or well underway within five years, and that the ERT will have adequate funding to bring facilities to regulatory closure. A third trust will handle both present and future asbestos-related claims against the Debtors, while a fourth trust will deal with certain litigation-related claims. "Taken in its totality, this case has been like no other before it and perhaps like no other to come," said Ted Stenger, executive vice president of MLC and managing director of AlixPartners. "An American icon was saved, a possible environmental nightmare of discarded properties was successfully dealt with and now creditors are receiving a substantial initial distribution of General Motors securities." International law firm Weil, Gotshal & Manges has represented MLC in this entire case, including claims management and environmental issues. "This case has required highly complex and in many cases historic legal solutions as well," said Koch, "and the Weil team delivered them again and again." About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At Sept. 30, 2010, GM had US$137.238 billion in total assets, US$106.522 billion in total liabilities, US$6.998 billion in preferred stock, US$971 million in non-controlling interest, and US$23.718 billion in total equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. GMX RESOURCES: Has Total Production of 6.0 Bcfe for 1st Qtr. ------------------------------------------------------------ GMX Resources Inc. has achieved total production of 6.0 Bcfe for the first quarter 2011 which is a Company record and an achievement of the previously announced guidance. The 6.0 Bcfe of production in the first quarter represents a 14% increase over the fourth quarter of 2010 and a 89% increase over the first quarter of 2010. The Company's second quarter and full year 2011 guidance is 6.1 Bcfe with an expected range of 25.0-26.0 Bcfe, respectively, which represents an increase of 42% and 43%-49% in the second quarter and full year 2010. The Company also announced that it has expanded the Board of Directors with the addition of two new members. J. David Lucke became a director of the Company in April 2011. Mr. Lucke currently serves as Chief Financial Officer of Sabco Oil & Gas Corporation, a private company located in Houston, Texas. Prior to joining Sabco Oil & Gas Corporation, Mr. Lucke worked nineteen years as an investment banker focused in the energy industry. Most recently, Mr. Lucke was a Managing Director in the investment banking group of Jefferies & Company/Randall & Dewey from 2003- 2010. Mr. Lucke received an MBA from The University of Texas at Austin and a BA from Duke University. Mr. Lucke is a certified public accountant. Mr. Lucke will be a member of both the compensation and audit committees. Joining Mr. Lucke on the board is Michael J. Rohleder President of GMXR. Mr. Rohleder was appointed as President of GMX Resources Inc. on June 1, 2009. Prior to this appointment, he served as Executive Vice President of GMXR focused on corporate development, investor relations and strategic growth and planning. Mr. Rohleder brought over 20 years of executive management experience to the GMXR team with an emphasis in financing, corporate development and leadership. Prior to joining GMXR, Rohleder served as the Sr. Vice President of Worldwide Sales and Marketing for ON Semiconductor, a $1.5b semiconductor manufacturer (formerly the Motorola Semiconductor Components Division). From 1991 to 1999 he was CEO of MEMEC North America, an international wholesaler of semiconductor components, which was a division of VEBA AG. During his tenure at MEMEC the company grew organically and through acquisition from $18 mm per year in sales to over $2.5b. About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company's balance sheet at Dec. 31, 2010 showed $507.09 million in total assets, $368.87 million in total liabilities and $138.22 million in total equity. The Company reported a net loss of $138.29 million on $96.52 million of oil and gas sales for the year ended Dec. 31, 2010, compared with a net loss of $181.08 million on $94.29 million of oil and gas sales during the prior year. * * * GMX Resources got a first time 'Caa1' Corporate Family Rating and SGL-3 Speculative Grade Liquidity rating from Moody's Investors Service in February 2011. GMX's 'Caa1' CFR reflects its small size, limited diversification, production that is 97% natural gas in a low gas price environment, high leverage on production and reserves, and the risks inherent in developing its newly acquired oil focused Bakken and Niobrara acreage while outspending cash flow," commented Jonathan Kalmanoff, Moody's Analyst. "The rating also considers the potential for improvement in both profitability and diversification if GMX is successful in developing its newly acquired acreage, the pre-funding of the majority of 2011 capital spending through both debt and equity offerings, a lack of required drilling to hold acreage in the company's East Texas properties, and hedges in place which add support to realized prices for gas production through 2012." Standard & Poor's Ratings Services in February 2011 said it assigned its preliminary 'B-' corporate credit rating to GMX Resources Inc. The outlook is stable. "The ratings on Oklahoma City-based GMX Resources Inc. reflect the company's limited scale of operations, meaningful exposure to weak natural gas prices, a very aggressive near-term spending plan, limited liquidity beyond 2011, and elevated debt leverage," said Standard & Poor's credit analyst Paul B. Harvey. GOODYEAR TIRE: Moody's Puts 'Ba2' Rating to New Sr. EUR250MM Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to Goodyear Tire & Rubber Company's new senior EUR250 million unsecured notes to be issued by Goodyear Dunlop Tire Europe B.V. (GDTE). Moody's also assigned a Baa3 rating to GDTE's amended and extended first lien revolving credit facilities. The net proceeds from the new unsecured notes will be used to repay borrowings under GDTE's revolving credit facility and general corporate purposes. In a related action, Moody's affirmed Goodyear's Corporate Family Rating at Ba3 and other ratings as detailed below. The rating outlook remains stable. Ratings assigned: Goodyear Dunlop Tires Europe B.V. and certain subsidiaries -- Baa3 (LGD-1, 5%), EUR400 million of first lien revolving credit facilities due April 2016; -- Ba2 (LGD-2, 27%), EUR250 million of senior unsecured notes due April 2019 Ratings affirmed: Goodyear Tire & Rubber Company -- Corporate Family Rating, Ba3; -- Probability of Default Rating, Ba3; -- SGL-2, Speculative Grade Liquidity rating -- $1.5 billion first lien revolving credit facility due 2013, Baa3 (LGD-1, 5%); -- $1.2 billion second lien term loan due 2014, Ba1 (LGD-2, 16%); -- 10.50% unsecured notes due 2016, B1 (LGD-4, 66%); -- 8.75% senior unsecured guaranteed notes due 2020, B1 (LGD-4, 66%); -- 8.25% senior unsecured guaranteed notes due 2020, B1 (LGD-4, 66%); -- 7% senior notes due 2028, B2 (LGD-6, 96%) -- (P)B1, guaranteed senior unsecured shelf Goodyear Dunlop Tires Europe B.V. and certain subsidiaries -- EUR505 million of first lien revolving credit facilities due 2012, Baa3 (LGD-1, 6%) -- be withdrawn upon replacement Ratings Rationale The affirmation of Goodyear's Ba3 Corporate Family Rating reflects the company's ability to maintain its competitive position within the global tire industry while simultaneously taking actions to mitigate rising raw material costs, primarily rubber. The company's brand name presence, scale, position as one of three global automotive tire manufacturers has supported the ability to maintain market share as industry volumes improved in 2010. Goodyear also benefited from improved product mix through the launch of 60 new products which include increases in the number of high-value-added tires. Restructuring actions initiated in 2009 along with pricing actions taken in 2010 have also supported the company's improved performance in 2010 and resulted in a lower cash burn than previously anticipated by Moody's and positions Goodyear to sustain further improvement in credit metrics in 2011 despite increased raw material cost pressures. For the fiscal year ending December 2010 Goodyear's EBIT/Interest (including Moody's standard adjustments) was approximately 1.5x and Free Cash Flow/Debt was approximately 2.8%. On a consolidated basis, the new senior unsecured notes issued at GDTE partially offset Goodyear's anticipated debt paydown of $350 million in principal amount of its outstanding 10.50% senior notes. Yet, the completion of the combined transactions are expected to result in a net improvement of overall interest costs. Goodyear's stable rating outlook reflects Moody's expectation that global tire volumes will continue to recover in 2011 driven by higher replacement and original equipment tire demand, despite near-term potential market disruptions from the earthquake in Japan. Goodyear's operating performance over the near-term should be supported by improving product mix, restructuring initiatives taken in 2010, and additional pricing actions taken in 2011. That said, Goodyear's credit metrics are anticipated to remain in the low end of assigned rating over the near-term, supported by a good liquidity profile, as the company manages through ongoing raw material cost pressures. The SGL-2 Speculative Grade Liquidity continues to be supported by Goodyear's revolver availability and strong cash balances as the company's free cash flow burn in 2010 was less than expected. Global cash on hand at December 31, 2010 was $2.0 billion which includes about $188 million in Venezuela. Further liquidity support is borrowing based availability of approximately $1 billion after $474 million of outstanding letters of credit under the $1.5 billion U.S. revolving credit facility. While the company's Euro 505 million revolving credit facility was undrawn as of December 31, 2010, the facility matures in April 2012. This facility is expected to be refinanced concurrent with the GDTE note offering. The Pan European accounts receivable securitization facility was fully utilized, with $319 million outstanding. Over the near-term high raw material costs and plant reinvestments to support growth in high value added tires are anticipated to pressure free cash flow generation resulting in the potential for a more modest reliance on the U.S. revolving credit facility. There is a coverage ratio covenant test under the $1.5 billion revolver which comes into effect only when availability under the revolver, plus cash balances, goes below $150 million, which is unlikely to be activated in the near-term. Goodyear has the capacity under the indentures for its unsecured obligations to pledge additional assets (subject to the terms, limitations and exclusions provided in the respective indentures). Should the permissible basket of liens exceed the prescribed amount, Goodyear would be required to ratably secure the unsecured notes and bonds issued under the indentures. Upward rating migration is unlikely over the intermediate term as Goodyear's credit metrics are expected to continue to improve, positioning the company more solidly in the Ba3 rating. However, a positive rating outlook or rating change could result from a de- leveraging of Goodyear's balance sheet, or if global economic conditions improve sufficiently to positively impact demand in the company's global markets resulting in EBIT/interest being sustained above 2.0 times, and debt/EBITDA falling below 4 times while maintaining adequate liquidity. A lower rating or outlook could develop if replacement tire demand in North America and abroad does not rebound as expected over the intermediate-term with an inability by Goodyear to offset this pressure through additional restructuring savings. Ratings pressure could also arise from the inability of the company to sufficiently offset increases in raw material costs, or a substantial decrease in its liquidity profile. The last rating action for Goodyear was on August 10, 2010 when the Corporate Family Rating was affirmed and the rating outlook changed to stable. The principal methodology used in rating Goodyear Tire & Rubber Company was the Global Automotive Retailer Industry Methodology, published December 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Goodyear Tire & Rubber Company, based in Akron, OH, is one of the world's largest tire companies with 56 manufacturing facilities in 22 countries around the world. Revenues in 2010 were approximately $18.8 billion. GREEN VALLEY: Moody's Withdraws Ratings After Bankruptcy Filing --------------------------------------------------------------- Moody's Investors Service withdrew all the credit ratings of Green Valley Ranch Gaming, LLC (GVR) following the company's announcement that it commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. Moody's withdrew these ratings: -- Corporate Family Rating at Ca -- Probability of Default Rating at D -- $523 million senior secured term loan B due 2014 at Ca (LGD 3, 45%) -- $250 million senior secured 2nd lien term loan due 2014 at C (LGD 6, 92%) GVR owns and operates the Green Valley Ranch Resort and Spa Casino in Henderson, Nevada. The company generates about $245 million of annual net revenue. The principal methodology used in rating Green Valley Ranch Gaming, LLC was the Moody's Global Gaming Industry Methodology, published December 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. GREENBRIER COS: 38% of Outstanding 8-3/8% Notes Validly Tendered ---------------------------------------------------------------- The Greenbrier Companies, Inc., announced that, pursuant to the terms of its previously announced tender offer and consent solicitation for its outstanding 8 3/8% Senior notes due 2015, holders of $90,599,000 aggregate principal amount of the outstanding Notes (approximately 38.55% of the total outstanding) have validly tendered their Notes and have delivered consents for the proposed amendments to the indenture governing the Notes prior to the expiration of the consent date, which was 5:00 p.m., New York City time, on April 12, 2011. In addition, Greenbrier announced that it has waived the condition to acceptance of the Notes for payment set forth in its Offer to Purchase and Consent Solicitation Statement, dated as of March 30, 2011, that the requisite consents from the holders of at least a majority in aggregate principal amount of the outstanding Notes to the proposed amendments to the Indenture be received and that a supplemental indenture related thereto be executed. Accordingly, Greenbrier has accepted for purchase and payment all of the Notes that were validly tendered and not validly withdrawn prior to the Consent Payment Deadline for a price of $1,031.67 per $1,000 principal amount of Notes, which includes a consent payment of $10.00 per $1,000 principal amount of Notes, plus accrued and unpaid interest to, but not including, the Early Settlement Date. Payment for the Notes pursuant to the Early Settlement is expected to be made by April 13, 2011. The terms of the tender offer and consent solicitation are detailed in Greenbrier's Statement and related letter of transmittal dated as of March 30, 2011. The tender offer and consent solicitation remains open and will expire at 8:00 a.m., New York City time, on April 27, 2011, unless extended. Notes tendered and consents delivered pursuant to the tender offer and consent solicitation may no longer be withdrawn or revoked. Holders who validly tender their Notes after the Consent Payment Deadline and prior to the Expiration Time will be eligible to receive the tender offer consideration of $1,021.67 per $1,000 principal amount of Notes, plus accrued and unpaid interest to, but not including, the settlement date, but will not receive the consent payment of $10.00 per $1,000 principal amount of Notes. Greenbrier also announced that it is issuing a notice of redemption for any and all of its Notes that remain outstanding after the consummation of its tender offer and consent solicitation. The Notes will be redeemed on May 16, 2011 at a redemption price equal to 102.792% of the outstanding principal amount thereof, plus accrued and unpaid interest to the redemption date. About Greenbrier Cos. Based in Lake Oswego, Oregon, The Greenbrier Companies Inc. operates in three primary business segments: manufacturing, refurbishment and parts, and leasing and services. The manufacturing segment, operating from four facilities in the United States, Mexico and Poland, produces double-stack intermodal railcars, conventional railcars, tank cars and marine vessels. The refurbishment & parts segment performs railcar repair, refurbishment and maintenance activities in the United States and Mexico. The leasing & services segment owns roughly 8,000 railcars and provides management services for roughly 225,000 railcars. * * * As reported by the TCR on April 5, 2011, Moody's Investors Service upgraded the ratings for The Greenbrier Companies Inc. Corporate Family Rating to B3 from Caa1. The upgrade of the CFR reflects Moody's expectations that Greenbrier's earnings, revenues and financial performance will improve over the next 12 to 18 months as a result of growing demand for rail cars. Greenbrier is well position to benefit from improving industry conditions in the rail car manufacturing and leasing businesses, where continued growth in overall railroad freight volume will likely result in robust demand growth for new railcars. The Company's balance sheet at Feb. 28, 2011 showed $1.19 billion in total assets, $827.88 million in total liabilities and $363.16 million in total equity. * * * Greenbrier carries 'B-' issuer credit ratings from Standard & Poor's Ratings Services. S&P said in May 2010 that the ratings on Greenbrier reflect the company's fair business risk profile stemming from the cyclicality of the freight car manufacturing industry; the dramatic decline in demand for new railcars as a result of slower economic growth and weaker carloadings; and limited customer diversity. The Company, according to S&P, also has a highly leveraged financial risk profile, marked by increased debt balances as a result of acquisitions completed in recent years. GROVE STREET: Further Cash Collateral Hearing Set for April 28 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey has rescheduled the further hearing to consider Grove Street Realty Urban Renewal, LLC's request for cash collateral use to April 28, 2011, at 10:00 a.m. Hon. Judith H. Wizmur previously granted the Debtor access to cash collateral through February 28, 2011. The Debtor uses the cash collateral proceeds to fund its operations during the pendency of its bankruptcy case. In related news, the Debtor retained the services of Holmes and Murray, LLP, to serve as its accountant. The Debtor expects the firm to assist it in the preparation of its year-end tax returns. The firm's professionals, Frank Murray, CPA will be paid $200 per hour for his services and Dale Kratz, CPA will be paid $160 per hour for his services. Other Holmes and Murray associates expected to render services to the Debtor bill $100 to $200 per hour for their services. The firm asserts it is a "disinterested person" with respect to the Debtor pursuant to Section 101(14) of the Bankruptcy Code. 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. H & D INVESTMENTS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: H & D Investments, Inc. 621 Tully Road, Suite A101 San Jose, CA 95111 Bankruptcy Case No.: 11-53405 Chapter 11 Petition Date: April 11, 2011 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtor's Counsel: Anh V. Trinh, Esq. TSAO-WU, CHOW AND YEE, LLP 15 N. Market St. San Jose, CA 95113 Tel: (408) 293-6275 E-mail: avtrinh@hotmail.com Scheduled Assets: $6,002,100 Scheduled Debts: $5,955,127 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Son Nguyen, president. HARBOUR EAST: Obtains Interim Court Okay to Use Cash Collateral --------------------------------------------------------------- Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida, in a sixth interim order, authorized Harbour East Development, Ltd. to use cash collateral in the form of rental income and defaulted deposits to pay: (a) the operating expenses listed on the budget for the months of March through May 2011, including: (i) monthly condominium assessments to the CIELO by the Bay Condominium Association; (ii) a monthly real estate tax escrow, to the extent of available funds; (iii) utilities; and (iv) ongoing maintenance and repairs relating to the condominium units; and (b) the capital expenditures set forth in the Cash Collateral Budget. A copy of the Cash Collateral Budget is available for free at: http://bankrupt.com/misc/HarbourEast_CashCollBudget.pdf In addition to the existing rights and interests of any entity that is determined to have an interest in the cash collateral and for the purpose of providing adequate protection for the use of cash collateral, Cash Collateral Claimants are granted a valid, perfected and enforceable security interest upon all postpetition assets of the Debtor which are of the same nature or type as the Collateral in which Cash Collateral Claimants had an interest prior to the Petition Date. The Replacement Liens will be in the same priority as the liens held by the Cash Collateral Claimants in the cash collateral. The Debtor's right to use cash collateral will expire on the earlier of (i) the date of entry of the final order granting use of cash collateral, or (ii) May 31, 2011, unless superseded by a final order, or extended by further order of the Court. The bankruptcy judge will convene final hearing on the cash collateral request on May 19, 2011 at 10:30 am in Miami, Florida. About Harbour East Harbour East Development, Ltd., is the developer and owner of the luxury residential condominium development known as CIELO on the Bay located at 7935 East Drive, North Bay Village. CIELO contains 35 residential condominium units. Harbour East filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 10-20733) on April 22, 2010. The Company filed for Chapter 11 bankruptcy protection on April 22, 2010 (Bankr. S.D. Fla. Case No. 10-20733). Michael L. Schuster, Esq., who has an office in Miami, Florida, represents the Debtor. The Company estimated assets and debts at $10 million to $50 million, as of the Chapter 11 filing. Judge Cristol denied the request of 7935 NBV LLC's request to dismiss the case. HOFMEISTER'S PERSONAL: Case Summary & Creditors List ---------------------------------------------------- Debtor: Hofmeister's Personal Jewelers, Inc. dba Hofmeister's Keepsake Diamond Center 3809 E. 82nd Street Indianapolis, IN 46240 Bankruptcy Case No.: 11-04451 Chapter 11 Petition Date: April 13, 2011 Court: U.S. Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Basil H. Lorch, III Debtor's Counsel: Eric C. Redman, Esq. REDMAN LUDWIG PC 151 N Delaware Street, Suite 1106 Indianapolis, IN 46204 Tel: (317) 685-2426 E-mail: ksmith@redmanludwig.com Scheduled Assets: $3,799,696 Scheduled Debts: $5,483,014 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/insb11-04451.pdf The petition was signed by Carter Hofmeister, managing member. HOWREY LLP: Faces Involuntary Chapter 7 Bankruptcy Petition ----------------------------------------------------------- Bankruptcy Law360 reports that the involuntary bankruptcy filing of Howrey LLP in California could spell trouble for the dissolved firm's former attorneys as well as for the firms that have since hired them, experts say. According to Law360, legal recruitment agency Matura Farrington Staffing Services Inc., court reporting services company Jan Brown & Associates and office supply company Give Something Back Inc. on Monday filed a Chapter 7 involuntary petition against Howrey. Founded in 1956, Howrey LLP -- http://www.howrey.com/-- a global law firm with offices throughout the United States and in Europe, has focused on three practice areas of law -- antitrust, intellectual property and global litigation. IDO SECURITY: Incurs $7.78 Million Net Loss in 2010 --------------------------------------------------- IDO Security Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $7.78 million on $61,399 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $6.40 million on $82,721 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $1.87 million in total assets, $17.48 million in total liabilities, and a $15.61 million total stockholders' deficiency. Rotenberg Meril Solomon Bertiger & Guttilla, P.A., in Saddle Brook, New Jersey, 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 not achieved profitable operations, has incurred recurring losses, has a working capital deficiency and expects to incur further losses in the development of the business. A full-text copy of the annual report on Form 10-K is available for free at http://is.gd/mpZYS5 About IDO Security IDO Security Inc. is engaged in the design, development and marketing of devices for the homeland security and loss prevention markets that are intended for use in security screening procedures to detect metallic objects concealed on or in footwear, ankles and feet through the use of electro-magnetic fields. The Company's common stock trades on the OTC Bulletin Board under the symbol IDOI. The Company is headquartered in New York City. IMEDICOR INC: Sues Access Pharma for Breach of Contract ------------------------------------------------------- iMedicor announced the filing of a Multi-Million Dollar lawsuit against Access Pharma. The lawsuit was initiated by iMedicor because of Access Pharma's refusal to compensate iMedicor over the past 18 months for its role in marketing MuGard, Access' FDA- approved, muco-adhesive oral wound rinse for the management of oral mucositis, a debilitating side effect of radiation or chemotherapy. iMedicor said the lawsuit had also been filed in response to Access Pharma's breach of the contract between the two parties. According to the contract, five percent of the revenue generated by MuGard in North America would be paid to/shared with iMedicor; with the market for the treatment of oral mucositis is estimated to be in excess of $1 billion worldwide. Despite weekly planning meetings, adjusted timelines, revised marketing and contractual agreements between the two companies leading up to the "very successful North American launch of MuGard" in the second half of 2010, iMedicor said that Access Pharma has recently taken the position that no contract exists between the two parties except the original agreement, which included a former network partner, Navi Net. According to iMedicor, its CEO, Fred Zolla, met with Access Pharma shortly after iMedicor dissolved its relationship with NaviNet in the fall of 2009. During that meeting, Mr. Zolla disclosed changes in the program that would affect the original agreement. He also noted that iMedicor, in its effort to focus on the oncology market, had contracted with Direct Medical Solutions, representing over 140 field sales representatives, as well as MedTrust and Cancer Network, two online Oncology-based Internet sites. These disclosures were not then and have not ever been challenged or disputed in any manner, until pressure was placed on Access to finally pay the invoices that were overdue. iMedicor promptly submitted a revised agreement to Mr. Jeff Davis, CEO of Access Pharma (December, 2009) indicating the changes and upgrades in the marketing plan from the original agreement. iMedicor and Access Pharma continued planning and execution of the MuGard launch throughout 2010. During the first quarter of 2010, weekly meetings were scheduled between the sales, marketing and online services departments of both companies. Ongoing marketing plans were created, adjusted and then executed. The initial plan was to provide pre-launch sampling of MuGard up to, including and beyond the launch date, scheduled for Sept. 8, 2010. "The results of the pre-launch sampling program," said Mr. Zolla, "produced more activity than projected including the opening of several major cancer centers throughout the United States. The volume of activity caused Access to go back into production to fulfill the demand created by iMedicor's activity on their behalf. All of this was accomplished through the efforts of iMedicor and its network of field partners." According to the contract, iMedicor was to be paid an administrative fee of $50,000 spread over 5 equal monthly payments, and Access Pharma agreed to pay $20.00 per sample. In addition, iMedicor was to receive five percent of the revenue collected by Access Pharma through prescription sales in North America. The parties estimated that the five percent participation would generate millions of dollars in payments to iMedicor - based on Access Pharma's projections released to the public market. "The launch of MuGard was finally achieved following an entire year of planning," said Mr. Zolla. "MuGard represented a blockbuster product that could significantly improve the quality of life for patients undergoing certain cancer treatments. iMedicor's ability to deliver essential information from a trusted source to specific physician audiences significantly increased Access Pharma's education and marketing campaign. "Unfortunately, as we built the momentum, Access Pharma did not honor its obligation to pay for services rendered. The monthly billings were never disputed. Access Pharma did not return phone calls from our accounting department and the office of the CFO." Mr. Zolla attempted on several occasions in 2011 to remedy the situation until recently, when he was informed by Mr. Davis that Access Pharma would not compensate iMedicor for any of its 18 months of service. The reason given for this decision was that "no contract beyond the original agreement existed, regardless of activity, meetings, understandings, execution and results." In essence, Access Pharma allowed iMedicor to underwrite its launch of MuGard with no intention to pay the fees agreed upon by both parties. "iMedicor's position is simple and straightforward," concluded Mr. Zolla. "We created a collaborative marketing plan blending direct sales and on-line marketing with the approval of Access Pharma executives. We executed the plan and exceeded projections. We began to create the momentum that would have rewarded us for our efforts based on the five percent revenue share of the prescriptions, a key item in the contractual relationship between both companies. Yet, after all the time, financial resources, intellectual property, in-field representation, and online marketing efforts we (iMedicor) invested into the MuGard launch - over an 18-month period - to make it a resounding success, Access has decided that no real contract exists and, therefore, it is not obligated to pay iMedicor the fees it deserves." The lawsuit was filed on March 28, 2011 in Superior Court, New City New York. About iMedicor Inc. Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds portal-based, virtual work and learning environments in healthcare and related industries. The Company's focus is twofold: iMedicor, the Company's web-based portal which allows Physicians and other healthcare providers to exchange patient specific healthcare information via the internet while maintaining compliance with all Health Insurance Portability and Accountability Act of 1996 ("HIPAA") regulations, and; recently acquired ClearLobby technology, the Company's web-based portal adjunct which provides for direct communications between pharmaceutical companies and physicians for the dissemination of information on new drugs without the costs related to direct sales forces. The Company's solutions allow physicians to use the internet in ways previously unavailable to them due to HIPAA restrictions to quickly and cost- effectively exchange and share patient medical information and to interact with pharmaceutical companies and review information on new drugs offered by these companies at a time of their choosing. The Company's balance sheet at Sept. 30, 2010, showed $4.62 million in total assets, $8.78 million in total liabilities, and a stockholders' deficit of $4.15 million. Demetrius & Company, L.L.C., in Wayne, N.J., expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2009 results. The independent auditors noted that the Company has incurred operating losses since its inception and has a net working capital deficit IMPLANT SCIENCES: Amends Credit, Note and Warrant Pacts With DMRJ ----------------------------------------------------------------- Implant Sciences Corporation and DMRJ Group LLC, entered into an Omnibus Fifth Amendment to Credit Agreement and Seventh Amendment to Note and Warrant Purchase Agreement, pursuant to which: * the maturity of all of the Company's indebtedness to DMRJ, including indebtedness under (i) an amended and restated senior secured convertible promissory note dated March 12, 2009, (ii) a senior secured convertible promissory note dated July 1, 2009 and (iii) an amended and restated revolving promissory note dated March 30, 2011, was extended from April 7, 2011 to Sept. 30, 2011; * DMRJ waived the Company's compliance with certain financial covenants in the Notes and all related credit agreements, through the new maturity date of Sept. 30, 2011; * the Company agreed that all prepayments of the Notes would be applied by DMRJ in the following order: (i) first, to the payment of any cost or expense reimbursements, indemnities or other liabilities then due to DMRJ; (ii) second, to the payment of any fees then due to DMRJ; (iii) third, to the payment of any interest then due to DMRJ; (iv) fourth, to the payment of the outstanding principal balance of the Revolving Credit Note; (v) fifth, to the payment of the outstanding principal balance of the July 2009 Note; (vi) sixth, to the payment of the outstanding principal balance of the March 2009 Convertible Note; and (vii) seventh, to the payment of all other obligations owed by the Company to DMRJ; * DMRJ removed the "full ratchet" antidilution protection from the March 2009 Convertible Note, and established a fixed conversion price of $.08 per share for such note; * DMRJ removed the "full ratchet" antidilution protection from the Amended and Restated Warrant to purchase 1,000,000 shares of Common Stock, originally issued to DMRJ on Dec. 10, 2008, and established a fixed exercise price of $.08 per share for such warrant; * DMRJ agreed to exchange each share of Series F Convertible Preferred Stock held by it into 0.1 of a share of a new series of Series G Convertible Preferred Stock to be established by the Company, the terms of which would be essentially identical to the terms of the Series F Preferred Stock except that the Series G Preferred Stock would not contain "full ratchet" antidilution protection; * The amount of notice the Company is required to provide to DMRJ prior to any prepayment of the March 2009 Convertible Note was extended from three business days to ten days; and, upon receipt of any such prepayment notice, DMRJ will have the right, upon five business days' prior written notice, to cause the Company to exchange all or a portion of the March 2009 Convertible Note for additional shares of Series G Preferred Stock at the rate of 0.01 of a share of Series G Preferred Stock for each share of Common Stock into which the March 2009 Convertible Note being exchanged could have been converted into on such date in accordance with its terms; * The Company agreed not to issue or sell any of its equity securities, or any rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable for such securities at a purchase price or exercise price, as the case may be, equal to or less than $0.15 per share without DMRJ's prior written consent; and * The Company agreed that (with certain exceptions applicable to stock options issued and exercised under its existing equity incentive plans), it would not sell any New Securities to any third party without first providing DRMJ with a 20-day period during which DMRJ may elect to purchase or otherwise acquire, at the price and on the terms specified in the Company's notice, all or a portion of such New Securities. The Company's subsidiaries, Accurel Systems International Corporation, C Acquisition Corp. and IMX Acquisition Corp., each of which has guaranteed the Company's obligations under the Notes, joined in the execution of the Amendment and reconfirmed their respective obligations as guarantors under the Credit Documents. In connection with the transactions, the Company agreed to issue 164,667 shares of Series G Preferred Stock to DMRJ in exchange for 1,646,663 shares of Series F Preferred Stock. Such exchange will be completed within three business days after the effectiveness of the Articles of Amendment establishing such shares of Series G Preferred Stock. The issuance of the shares of Series G Preferred Stock is exempt from registration under the Securities Act of 1933, as amended, by virtue of Sections 3(a)(9) or 4(2) of such Act. Amendments to Articles of Incorporation On April 11, 2011, the Company filed Articles of Amendment to its Restated Articles of Organization with the Secretary of the Commonwealth of Massachusetts to establish a new series of preferred stock, the Series G Preferred Stock. Each share of Series G Preferred Stock is initially convertible at the option of the holder into 100 shares of Common Stock, with such ratio subject to adjustment from time to time upon stock splits, combinations, reverse stock splits and similar transactions affecting the Company's Common Stock. The Series G Preferred Stock will be entitled to participate on an "as converted" basis in all dividends or distributions declared or paid on the Company's Common Stock. In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series G Preferred Stock will be entitled to be paid an amount equal to $8.00 per share of Series G Preferred Stock, plus any declared but unpaid dividends, prior to the payment of any amounts to the holders of the Company's Common Stock by reason of their ownership of such stock. The holders of the Series G Preferred Stock have no voting rights except as required by applicable law. However, without the consent of the holders of a majority of the Series G Preferred Stock, the Company may not (i) amend, alter or repeal any provision of its Articles of Organization or By-laws in a manner that adversely affects the powers, preferences or rights of the Series G Preferred Stock; (ii) authorize or issue any equity securities (or any equity or debt securities convertible into equity securities) ranking prior and superior to the Series G Preferred Stock with respect to dividends, distributions, redemption rights or rights upon liquidation, dissolution or winding up; or (iii) consummate any capital reorganization or reclassification of any of its equity securities (or debt securities convertible into equity securities) into equity securities ranking prior and superior to the Series G Preferred Stock with respect to dividends, distributions, redemption rights or rights upon liquidation, dissolution or winding up. About Implant Sciences Implant Sciences Corporation (OBB: IMSC.OB) -- http://www.implantsciences.com/-- develops, manufactures and sells sensors and systems for the security, safety and defense (SS&D) industries. The audit report issued by the Company's independent registered public accounting firm issued on the Company's audited financial statements for the fiscal year ended June 30, 2010 contains a qualification regarding the Company's ability to continue as a going concern. This qualification indicates there is substantial doubt on the part of the Company's independent registered public accounting firm as to its ability to continue as a going concern due to the risk that the Company may not have sufficient cash and liquid assets at June 30, 2010, to cover the Company's operating capital requirements for the next twelve-month period and if sufficient cash cannot be obtained the Company would have to substantially alter its operations, or it may be forced to discontinue operations. The Company's balance sheet at Sept. 30, 2010 showed $4.65 million in total assets, $30.27 million in total liabilities, and a $25.62 million total stockholders' deficit. INDIANAPOLIS DOWNS: Organizational Meeting Set for April 18 ----------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on April 18, 2011, at 10:00 a.m. in the bankruptcy case of Indianapolis Downs, LLC. The meeting will be held at DoubleTree Hotel Wilmington, 700 N. King Street, Wilmington, Delaware. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Indianapolis Downs Indianapolis Downs, LLC, operates a "racino," which is a combined race track and casino, at a state-of-the-art 283 acre Shelbyville, Indiana site. It also operates two satellite wagering facilities in Evansville and Clarksville, Indiana. Total revenue for 2010 was $270 million, representing an 8.7% increase in 2009. The casino captured 53% of the Indianapolis market share. Indianapolis Downs was granted a permit to conduct a horse track operation in Shelvyville, Indiana, in July 2001, and started operating the track in 2002. It was granted permission to operate the casino at the racetrack operation in May 2007. The casino began operations in July 2010. Indianapolis Downs, LLC, and subsidiary, Indianapolis Downs Capital Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11046) in Wilmington, Delaware, on April 7, 2011. Indianapolis Downs estimated $500 million to $1 billion in assets and up to $500 million in debt as of the Chapter 11 filing. According to a court filing, the Debtor owes $98,125,000 on a first lien debt. It also owes $375,000,000 on secured notes and $72,649,048 on subordinated notes. Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington, Delaware, have been tapped as counsel to the Debtors. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, is the conflicts counsel. Lazard Freres & Co. LLC is the investment banker. Bose Mckinney & Evans LLP and Bose Public Affairs Group LLC serve as special counsel. Kobi Partners, LLC, is the restructuring services provider. FD U.S. Communications, Inc., is the corporate communications consultant. Epiq Bankruptcy Solutions is the claims and notice agent. INFUSION BRANDS: Has Oral Agreement for $2-Mil. Sale of Shares -------------------------------------------------------------- Infusion Brands International, Inc., entered into an oral agreement with a certain accredited investor to sell the Investor, subject to the filing of an amendment to the Certificate of Designation of its Series G Convertible Stock 2,000,000 shares of its Preferred Stock and Series G Warrants to purchase an aggregate of 20,000,000 shares of the Company's common stock. The purchase price of the Private Placement Securities is $2,000,000, and the funds were received from the Investor on April 6, 2011. However, a Preferred Stock purchase agreement and other related transaction documents are in the process of being negotiated with the Investor and, accordingly, have not been executed at this time. The Private Placement Securities will be issued to the Investor upon the execution of the Transaction Documents and upon the amending of the certificate of designation of the Preferred Stock. The Preferred Stock is convertible into shares of the Company's common stock at an initial exercise price of $0.10 per share, subject to adjustment. The Preferred Stock has a mandatory redemption date of June 30, 2013 at which time each share of Preferred Stock outstanding on the Redemption Date will be redeemed at a per share rate equal to $1.00 plus all accrued and unpaid dividends or distributions thereon. Holders of the Preferred Stock are entitled to receive a "Special Preferred Distribution" on each share of Preferred Stock held equal to (A) the sum of (1) the product of the Stated Value multiplied by 8.12 plus (2) all accrued but unpaid dividends, less (B) the amount of the additional dividend, if any. If the Special Preferred Distribution is not paid on or before the Redemption Date, it will accrue interest at the rate of 8% per annum. The additional dividend is payable on June 30, 2011 if the Special Preferred Distribution has not yet been paid and is equal to the Stated Value of each share of Preferred Stock outstanding. Additionally, before any dividends shall be paid or set aside for payment on any Junior Security of the Company, each holder of the Preferred Stock will be entitled to receive cash dividends payable on the Stated Value of Preferred Stock at a rate of 8% per annum, which shall accrue daily and paid quarterly. So long as the Preferred Stock is outstanding, the holders of the Preferred Stock shall, voting together as a separate class, be entitled to elect two directors to the Company's board of directors. The Warrant is exercisable for a term of ten years at an exercise price of $0.10 per share. About Infusion Brands Infusion Brands International, Inc. is a global consumer products company. Its wholly owned operating subsidiary, Infusion Brands, Inc. specializes in building and marketing profitable brands through international direct-to-consumer channels of distribution. On Dec. 16, 2010, as part of its quasi-reorganization in order to change its business model from that of an acquisition strategy to a singular operating model as a consumer products company which builds and markets brands internationally through direct-to- consumers channels of distribution, OmniReliant Holdings, Inc. entered into an agreement and plan of merger with Infusion Brands International, Inc., a Nevada corporation and the Company's wholly-owned subsidiary. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, the Company merged with and into Infusion Brands International, Inc., solely to effect a name change of the Company. As reported by the TCR on April 7, 2011, Meeks International LLC, in Tampa, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant recurring losses from operations and is dependent on outside sources of financing for continuation of its operations and management is restructuring and redirecting its operating initiatives that require the use its available capital resource. The Company reported a net loss of $6.11 million on $4.07 million of revenues for the transition period ended Dec. 31, 2010, compared with a net loss of $20.95 million on $13.63 million of revenues for the corresponding period ended Dec. 31, 2009. At Dec. 31, 2010, the Company's balance sheet showed $6.77 million in total assets, $4.04 million in total liabilities, $9.50 million in redeemable preferred stock, and a stockholders' deficit of $6.77 million. JACKSON HEWITT: Receives Non-Compliance Notice From NYSE -------------------------------------------------------- Jackson Hewitt Tax Service Inc. has been notified by the New York Stock Exchange Regulation, Inc., that it has fallen below compliance with the New York Stock Exchange, Inc.'s continued listing standards relating to the price criteria for common stock, which requires a minimum average closing price of $1.00 per share over a consecutive 30 trading-day period. About Jackson Hewitt Jackson Hewitt Tax Service Inc. (NYSE: JTX) -- http://www.jacksonhewitt.com/-- provides computerized preparation of federal, state and local individual income tax returns in the United States through a nationwide network of franchised and company-owned offices operating under the brand name Jackson Hewitt Tax Service(R). The Company provides its customers with convenient, fast and quality tax return preparation services and electronic filing. In connection with their tax return preparation experience, the Company's customers may select various financial products to suit their needs, including refund anticipation loans ("RALs") in the offices where such financial products are available. Jackson Hewitt Tax Service Inc. was incorporated in Delaware in February 2004 as the parent corporation. Jackson Hewitt Inc. ("JHI") is a wholly-owned subsidiary of Jackson Hewitt Tax Service Inc. Jackson Hewitt Technology Services LLC is a wholly-owned subsidiary of JHI that supports the technology needs of the Company. Company-owned office operations are conducted by Tax Services of America, Inc. ("TSA"), which is a wholly-owned subsidiary of JHI. The Company is based in Parsippany, New Jersey. The Company's balance sheet at Oct. 31, 2010, showed $315.99 million in total assets, $378.38 million in total liabilities, and a stockholders' deficit of $62.39 million. Jackson Hewitt reported a net loss of $19.4 million for the second fiscal quarter ended Oct. 31, 2010, versus a net loss of $19.5 million in the second quarter of fiscal 2010. JETBLUE AIRWAYS: Amended Bylaws Adopted to Conform With Del. Law ---------------------------------------------------------------- Effective Feb. 10, 2011, the Board of Directors of JetBlue Airways Corporation adopted amendments to the Company's bylaws to, among others, bring the bylaws more in alignment with Delaware law. The amendments relate to requirements with respect to (1) notice of stockholder meetings and (2) stockholder nominations of directors and other stockholder proposals to be considered at an annual meeting. A full-text copy of the Amended Bylaws is available for free at http://is.gd/mWeKj4 About JetBlue Airways JetBlue Airways Corp., based in Forest Hills, New York, operates a low-cost, point-to-point airline from a hub in New York. JetBlue serves 60 cities with 600 daily non-stop flights. The Company's balance sheet at Dec. 31, 2010 showed $6.59 billion in total assets, $4.94 billion in total liabilities, and $1.65 billion in stockholders' equity. * * * JetBlue carries 'Caa1' long term corporate family and probability of default ratings, with positive outlook, from Moody's. It has a 'B-' long term issuer default rating, with stable outlook, from Fitch. It also has a 'B-' issuer credit ratings from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services affirmed its ratings, including its 'B-' corporate credit rating, on Forest Hills, New York-based JetBlue Airways Corp. At the same time, S&P revised its outlook on the rating to positive from stable. The recovery rating on senior unsecured debt remains '6', indicating S&P's expectations of a negligible (0%-10%) recovery in a default scenario. S&P noted that while JetBlue has been profitable in six of the last seven quarters, its financial profile remains highly leveraged, with EBITDA interest coverage of 2.5x, funds flow to debt of 15.7%, and debt to capital of 75.2%. JILL JENSEN-AMES: Hit With $155T Judgment in Chan-Kraber Suit ------------------------------------------------------------- In Mark C. Chan and Karl G. Kraber, v. Jill Jensen-Ames and John Doe Ames, and the marital community composed thereof, Adv. Pro. No. 10-01618 (Bankr. W.D. Wash.), Bankruptcy Judge Karen A. Overstreet granted plaintiffs' motion for summary judgment that defendants are liable to Mr. Chan in the amount of $50,000 and to Mr. Kraber in the amount of $105,000, plus interest, attorneys fees and costs, and that such obligations are nondischargeable under Bankruptcy Code Sec. 523(a)(19). A copy of Judge Overstreet's April 12, 2011 Memorandum Decision is available at http://is.gd/0wqTxxfrom Leagle.com. Jill Jensen-Ames in Kenmore, Washington, is a real estate agent who worked with mortgage broker Katherine Swanberg. Ms. Jensen- Ames and Ms. Swanberg advertised and hosted seminars on investment opportunities. Ms. Jensen-Ames filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 10-14185) on April 15, 2010, represented by Jeffrey B. Wells, Esq. -- eajbwellaw@aol.com -- in Seattle. She scheduled $1,032,836 in total assets and $3,433,078 in total debts. KRONOS INTERNATIONAL: Fitch Upgrades Issuer Default Rating to 'B' ----------------------------------------------------------------- Fitch Ratings has upgraded Kronos International, Inc.'s (Kronos International) Issuer Default Rating (IDR) to 'B' from 'B-'. The Rating Outlook is Stable. Fitch's ratings reflect high financial leverage at Kronos International, as well as Kronos Worldwide, Inc.'s (Kronos Worldwide) solid market position in the titanium dioxide (TiO2) industry. The ratings also reflect the recovery in the TiO2 industry and Fitch's expectations that operating EBITDA will average at least $150 million, annually over the next 24 months. Fitch expects free cash flow (FCF) generation to run about $50 million annually over the next 24 months as working capital, capital expenditures and dividends are managed to earnings. The EUR80 million revolver, expiring October 2013, together with cash balances are expected to be sufficient to support seasonal needs. Pro forma for the call of EUR80 million of the notes, liquidity was $50 million and total debt was $433 million at Dec. 31, 2010. The revolver covenants are at the operating subsidiary level (i.e. they excluded the EUR320 million notes from the covenant calculation). Fitch expects the company to be well within the net secured debt to EBITDA maximum of 0.7 times (x) and the net debt to equity maximum of 0.50x to 1.00x. The Stable Outlook reflects Fitch's view that leverage will be under 3.5x over the next 24 months and that the majority of the remaining EUR320 million notes will be refinanced. An unexpected cash burn would result in a review of the ratings for a possible downgrade. Should debt be repaid to a greater degree than Fitch's expectations, the ratings could be reviewed for a possible upgrade. Fitch has upgraded Kronos International's ratings: -- Issuer Default Rating (IDR) to 'B' from 'B-' -- Senior secured revolving credit facility to 'BB/RR1' from 'BB-/RR1'; -- Senior secured notes to 'B/RR4' from 'B-/RR4'. The Rating Outlook is Stable. LADY FOREST: Section 341(a) Meeting Scheduled for May 6 ------------------------------------------------------- The U.S. Trustee for Region 5 will convene a meeting of Lady Forest Farms, Inc.'s creditors on May 6, 2011, at 1:30 p.m. The meeting will be held at 501 East Court Street, Suite 1.452, Jackson, Mississippi. 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. Forest, Mississippi-based Lady Forest Farms, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 11- 01259) on April 5, 2011. Craig M. Geno, Esq., at Harris Jernigan & Geno, PLLC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliate Forest Packing Company filed a separate Chapter 11 petition (Bankr. S.D. Miss. Case No. 11-00627) on Feb. 21, 2011. LAKE PLEASANT: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Lake Pleasant Group, LLP 2390 E. Camelback Road, #310 Phoenix, AZ 85016 Bankruptcy Case No.: 11-10170 Chapter 11 Petition Date: April 13, 2011 , District of Arizona (Phoenix) Judge: Redfield T. Baum Sr. Debtor's Counsel: Mark W. Roth, Esq. POLSINELLI SHUGHART P.C. One East Washington Street CityScape Building, Suite 1200 Phoenix, AZ 85004 Tel: (602) 50-2012 Fax: (602) 926.8562 E-mail: mroth@polsinelli.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Donald R. Leo, managing member of CVF Holdings, LLC, authorized partner. LEVI STRAUSS: Reports $39.17 Million Net Income in Feb. 27 Qtr. --------------------------------------------------------------- Levi Strauss & Co. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net income of $39.17 million on $1.10 billion of net sales for the three months ended Feb. 27, 2011, compared with net income of $55.87 million on $1.02 billion of net sales for the three months ended Feb. 28, 2010. The Company's balance sheet at Feb. 27, 2011, showed $3.08 billion in total assets, $3.26 billion in total liabilities, and a $188.27 million total stockholders' deficit. "We made progress executing against our strategic initiatives and drove sales growth across all regions in the first quarter," said John Anderson, president and chief executive officer, in as statement annuncing the quarterly results. "We continued to offer consumers innovative products by introducing the fourth revolutionary fit for women in our Levi's(R) Curve ID collection as well as launching Levi's(R) Watersetting a new green standard. In addition, our Dockers(R) team expanded its distribution channel to reach more consumers in a wider range of stores." "During the quarter, we also continued the rollout of our newest brand DenizenTM to address the growing markets in China and India," added Mr. Anderson. "With more than 100 DenizenTM stores in Asia, we're now looking forward to bringing the brand to consumers in the United States and Mexico this summer." A full-text copy of the quarterly report on Form 10-Q is available for free at http://is.gd/HwrjyH About Levi Strauss & Co. Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is one of the world's leading branded apparel companies. The Company designs and markets jeans, casual and dress pants, tops, jackets and related accessories, for men, women and children under the Levi's(R), Dockers(R) and Signature by Levi Strauss & Co.(TM). The Company markets its products in three geographic regions: Americas, Europe, and Asia Pacific. The Company reported net income of $149.44 million on $4.33 billion of net sales for the fiscal year ended Nov. 28, 2010, compared with net income of $150.71 million on $4.02 billion of net sales for the year ended Nov. 29, 2009. * * * The Company carries a 'B+' corporate credit rating from Standard & Poor's, a 'B1' corporate family rating from Moody's Investors Service and a 'BB-' issuer default rating from Fitch Ratings. As reported by the TCR on March 24, 2011, Fitch Ratings has downgraded its Issuer Default Rating on Levi Strauss & Co. to 'B+' from 'BB-' and has affirmed its ratings on the company's credit facilities and notes. The Rating Outlook is Stable. The company had $1.9 billion of debt outstanding at fiscal year-end Nov. 28, 2010. The downgrade of the IDR reflects Levi's soft operating trends and margin compression, continued high financial leverage, and Fitch's expectation that Levi's financial profile will not show meaningful improvement in the next one to two years. The Stable Outlook reflects the company's adequate liquidity and manageable debt maturity schedule. The ratings also continue to reflect Levi's well-known brands, strong market shares and wide geographic diversity. LIQUIDMETAL TECHNOLOGIES: Inks Settlement/Purchase Pact With SAGA ----------------------------------------------------------------- Liquidmetal Technologies, Inc., entered into a Settlement and Equity Interest Purchase Agreement with SAGA S.p.a., a company incorporated under the laws of Italy, which supersedes the March 19, 2011 preliminary Settlement Agreement, pursuant to which: (i) the parties agreed to terminate their joint venture, Liquidmetal Saga Italy S.r.l., a company incorporated under the laws of Italy; (ii) the parties agreed to cause certain pending legal actions against each other to be dismissed with prejudice; (iii) Liquidmetal agreed to pay SAGA $2.8 million in the form of 4,496,429 restricted shares of Liquidmetal common stock in exchange for SAGA's equity interest in LSI; and (iv) the Liquidmetal technology license to LSI will be terminated. The number of Shares issued to SAGA was based on the 30 days trailing, volume weighted average price of Liquidmetal stock as of the Effective Date. The Shares were issued to SAGA in a private placement exempt from registration under the Securities Act of 1933, as amended. Specifically, the Shares will be issued by virtue of Section 4(2) of the Securities Act in that the issuance did not involve a public offering, SAGA has adequate access to information about Liquidmetal, and appropriate restrictive legends will be affixed to all certificates representing the Shares issued to SAGA. The Shares received by SAGA under the Settlement and Equity Interest Purchase Agreement will be "restricted securities" within the meaning of Rule 144 under the Securities Act, and SAGA has not been granted any registration rights by Liquidmetal with respect to those Shares. At any time prior to Oct. 6, 2011, Liquidmetal may redeem and repurchase all of the Shares from SAGA. If Liquidmetal elects to redeem all of the Shares, Liquidmetal will pay a redemption price that is either (i) 110% of the Base Price if the Average Market Price on the Determination Date is greater than or equal to 110% of the Base Price or, (ii) the Average Market Price on the Determination Date, if the Average Market Price on the Determination Date is greater than or equal to the Base Price, but less than 110% of the Base Price. If the Average Market Price on the Determination Date is less than the Base Price, Liquidmetal will issue a promissory note to SAGA having a principal amount equal to the difference between such average closing prices, multiplied by the number of Shares. The Note would bear interest at the rate of 8% per annum and mature on the twelfth month anniversary of the Note's issuance. About Liquidmetal Technologies Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies, Inc. and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. The Company classifies operations into two reportable segments: Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys. Choi, Kim & Park LLP, in Los Angeles, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The Company has experienced losses from continuing operations during the last three fiscal years and has an accumulated deficit of $165,879 as of Dec. 31, 2010. Net cash provided by continuing operations for the year ended Dec. 31, 2010 was $10,080. At Dec. 31, 2010, working capital deficit was $14,180. As of Dec. 31, 2010, the Company's principal source of liquidity is $5,049 of cash and $1,731 of trade accounts receivable. The Company's restated statement of operations reflects a net loss of $4.69 million on $30.27 million of revenue for the year ended Dec. 31, 2010, compared with net income of $251,000 on $16.94 million of revenue during the prior year. The Company's restated balance sheet showed $15.04 million in total assets, $34.68 million in total liabilities and $19.64 million in total shareholders' deficiency. LYONDELL CHEMICAL: Highland Sues UBS Over Contract Breach --------------------------------------------------------- Bankruptcy Law360 reports that Highland Capital Management LP filed suit in New York on Monday against UBS Securities LLC, Lyondell Chemical Co.'s agent for exit financing deals, saying it caused the chemical company to break a contract related to a $1 billion restructuring loan. Highland filed its suit in the U.S. Bankruptcy Court for the Southern District of New York seeking declaratory judgment, alleging tortious interference with a contract and with prospective economic relations, according to Law360. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. Luxembourg-based Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the USUS$12.7 billion merger. Len Blavatnik's Access Industries owned the Company prior to its bankruptcy filing. On Jan. 6, 2009, LyondellBasell Industries' U.S. operations, led by Lyondell Chemical Co., and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities filed for Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 protection on April 24, 2009. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, served as the Debtors' bankruptcy counsel. Evercore Partners served as financial advisors, and Alix Partners and its subsidiary AP Services LLC, served as restructuring advisors. AlixPartners' Kevin M. McShea acted as the Debtors' Chief Restructuring Officer. Clifford Chance LLP served as restructuring advisors to the European entities. LyondellBasell emerged from Chapter 11 bankruptcy protection in May 2010, with a plan that provides the Company with US$3 billion of opening liquidity. A new parent company, LyondellBasell Industries N.V., incorporated in the Netherlands, is the successor of the former parent company, LyondellBasell Industries AF S.C.A., a Luxembourg company that is no longer part of LyondellBasell. LyondellBasell Industries N.V. owns and operates substantially the same businesses as the previous parent company, including subsidiaries that were not involved in the bankruptcy cases. LyondellBasell's corporate seat is Rotterdam, Netherlands, with administrative offices in Houston and Rotterdam. MAGIC BRANDS: Submits Solicitation Version of Liquidation Plan -------------------------------------------------------------- Deel LLC, fka Magic Brands LLC, and its debtor affiliates presented to the U.S. Bankruptcy Court for the District of Delaware the updated solicitation version of their Amended Consolidated Chapter 11 Plan of Liquidation and Disclosure Statement dated March 25, 2011. As previously reported by the Troubled Company Reporter, Judge Brendan L. Shannon approved the adequacy of the Debtors' Disclosure Statement on March 21, 2011. The Debtors are thus authorized to solicit acceptances for the Plan. The Voting Record Date has been fixed as March 29, 2011. All properly completed ballots for the Plan are to be received by the balloting agent no later than May 12, 2011, to be deemed counted. The Bankruptcy Court will hold a confirmation hearing on the Plan on June 9, 2011, at 9:00 a.m. prevailing Eastern Time. Any objections to the Plan are to be filed in writing no later than May 23. A copy of the Plan and Disclosure Statement for solicitation purposes is available for free at: http://bankrupt.com/misc/Deel_PlanDiscStm_SolcittnVrson.pdf About Magic Brands Headquartered in Austin, Texas, Magic Brands, LLC -- http://www.fuddruckers.com/-- operated 62 Fuddruckers locations in 11 states and 3 Koo Koo Roo restaurants in California. Magic Brands and its operating units filed for Chapter 11 protection on April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310). It estimated assets of up to $10 million and debts at $10 million to $50 million in its Chapter 11 petition. Affiliate Fuddruckers, Inc., also filed, estimating assets and debts at $50 million to $100 million. FocalPoint Securities, LLC, serves as investment banker to Magic Brands, and Goulston & Storrs serves as lead bankruptcy counsel. Kurtzman Carson Consultants, LLC, is the claims and notice agent. The Official Committee of Unsecured Creditors has tapped Kelley Drye & Warren LLP as counsel and Klehr Harrison Harvey Branzburg LLP as co-counsel. Magic Brands in July 2010 closed the sale of the Fuddruckers stores and franchise business to restaurant operator Luby's Inc. for $63.5 million. Magic Brands changed its name to Deel LLC following the Luby's sale. MAYFAIR BAGELS: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Mayfair Bagels, Inc. dba Bagel Boss 10 Mayfair Shopping Center Commack, NY 11725 Bankruptcy Case No.: 11-72522 Chapter 11 Petition Date: April 13, 2011 Court: U.S. Bankruptcy Court Eastern District of New York (Central Islip) Judge: Robert E. Grossman Debtor's Counsel: Gary C. Fischoff, Esq. STEINBERG, FINEO, BERGER & FISCHOFF 40 Crossways Park Drive Woodbury, NY 11797 Tel: (516) 747-1136 E-mail: gfischoff@sfbblaw.com Scheduled Assets: $48,520 Scheduled Debts: $1,184,383 A list of the Company's 14 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/nyeb11-72522.pdf The petition was signed by Jeffrey Grossfeld, president. Affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Catering Boss, Inc. 11-72521 04/13/11 MCCLATCHY CO: Bestinver Gestion Discloses 9.84% Equity Stake ------------------------------------------------------------ In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Bestinver Gestion S.A., SGIIC, disclosed that it beneficially owns 5,927,241 shares of Class A common stock of The McClatch Company representing 9.84% of the shares outstanding. As of Feb. 25, 2011, there were 60,221,538 shares of Class A common stock outstanding. About The McClatchy Company Sacramento, Calif.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local websites in each of its markets which extend its audience reach. The websites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The Company's balance sheet at Dec. 26, 2010 showed $3.13 billion in total assets, $2.91 billion in total liabilities and $219.34 million in stockholders' equity. * * * In February 2010, Moody's Investors Service upgraded The McClatchy Company's Corporate Family Rating to Caa1 from Caa2, Probability of Default Rating to Caa1 from Caa2, and senior unsecured and unguaranteed note ratings to Caa2 from Caa3, concluding the review for upgrade initiated on January 27, 2010. The upgrades reflect McClatchy's improved liquidity position and reduced near-term default risk following completion of the company's refinancing, and its ability to stabilize EBITDA performance through significant cost reductions. The rating outlook is stable. Standard & Poor's Ratings Services also raised its corporate credit on Sacramento, California-based The McClatchy Co. to 'B' from 'B-'. The upgrade reflects the significant current and expected moderation in the pace of ad revenue declines in 2010 and 2011 and improving debt leverage and discretionary cash flow. As reported by the Troubled Company Reporter on Feb. 8, 2011, Fitch Ratings has upgraded the Issuer Default Rating of the McClatchy Company to 'B-'. The Rating Outlook is Stable. The revenue declines endured by McClatchy in 2010 were materially lower than Fitch's expectation. Fitch had modeled declines in the mid-teens versus actual declines in the mid-single digits. While Fitch expected the company to focus on cost containment, the company's success exceeded Fitch expectations. Fitch had expected EBITDA to decline more than 10% versus actual EBITDA growth in the mid-single digits. As a result absolute debt and leverage were better than Fitch expectations. Fitch estimates 2010 year end gross unadjusted leverage of approximately 4.7 times. Fitch expects the company will be able to meet its pension funding obligations and satisfy all of its maturities up to and including its senior unsecured notes due in 2014 ($169 million balance as of Sept. 30, 2010). Also, Fitch does not expect McClatchy will have any issues meeting its credit agreement financial covenants (under both Fitch's base and stress cases). MEDICAL PROPERTIES: Moody's Puts '(P)Ba2' Rating to Senior Notes ---------------------------------------------------------------- Moody's Investors Service has assigned a (P)Ba2 rating to the prospective senior unsecured notes offering of Medical Properties Trust, Inc. MPT's corporate family rating is on par with the predominant form of debt in the REIT's capital structure. Reflecting the REIT's conversion to a predominately unsecured capital structure, the corporate family rating now matches the unsecured debt rating at Ba2. Moody's has also revised MPT's rating outlook to positive from stable. Ratings Rationale Moody's (P)Ba2 senior unsecured rating reflects MPT's plans to issue about $450 million of senior unsecured bonds and recast its senior secured credit facility to an unsecured revolver. These capital market transactions will leave MPT with a predominately unencumbered portfolio of assets which include general acute care hospitals, inpatient rehabilitation facilities, and long-term acute care hospitals. The positive rating outlook reflects MPT's maintenance of solid credit metrics, which will be even stronger with the pending substantial increase in its unencumbered asset pool. Furthermore, Moody's expects that the REIT will sustain its conservative credit metrics, while continuing to grow and reduce its tenant concentration with Prime Healthcare Services. Moody's notes that MPT's operating performance has been sound through the recession and EBITDAR coverage ratios on most of its facilities remain good. The REIT's leverage was very low at YE2010 (26% of gross assets), but is expected to increase substantially pro forma for the planned note issuance and recent acquisitions. However, leverage is still expected to remain modest for the rating category. Similarly, fixed charge coverage (3.4x for 2010) is expected to decline, but remain strong for the rating. Moody's believes that MPT's solid credit metrics provide good cushion for the potential earnings volatility it could experience from its healthcare business. Hospitals are operating intensive assets whose earnings are subject to a high degree of volatility due to reimbursement and regulatory risks. These risks are compounded by MPT's small size and geographic and tenant concentrations. The REIT has geographic concentrations in California (39% of 2010 revenues) in addition to a large tenant concentration with Prime Healthcare Services (33% of 2010 revenues). Although the Prime concentration has declined in recent years, Moody's expects the REIT will need to continue its rapid pace of growth to help it reduce this meaningful exposure further. Upward ratings movement would be likely if MPT's tenant concentration were to decline, with Prime comprising closer to 20% of revenues. Growth in gross assets above $2 billion, maintenance of modest leverage and a largely unsecured capital structure, as well as fixed charge coverage consistently above 2.5x would also lead to a ratings upgrade. A return to stable would likely be precipitated by any increase in MPT's Prime concentration, fixed charge coverage below 2.3x, or deterioration in property level coverage ratios. Moody's last rating action with respect to Medical Properties Trust was on April 22, 2010, when a Ba1 corporate family rating and Ba1 senior secured credit facility rating were assigned. The Ba1 corporate family rating was on par with the REIT's secured debt rating, reflecting the predominant form of debt in its capital structure at the time. The principal methodology used in this rating was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. Medical Properties Trust (NYSE: MPW) is a real estate investment trust that acquires, develops, leases and makes investments in healthcare facilities, including acute care hospitals, inpatient rehabilitation hospitals, and long-term acute care hospitals. MESA AIR: Raspro & Wells Fargo Assert Administrative Claims ----------------------------------------------------------- Pursuant to the March 1, 2011 Notice of (i) the March 1, 2011 Effective Date of the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc. and its affiliates, (ii) the April 5, 2011 deadline to file Administrative Claims, and (iii) the April 5, 2011 deadline to file Rejection Damages Claims, RASPRO Trust 2005 and Wells Fargo Bank Northwest, N.A. separately submitted proofs of administrative claim as addenda and supplements to their requests for payment of the claims. RASPRO and Wells Fargo file their administrative claims out of abundance of caution to seek payment of any and all amounts owed by the Debtors constituting "Administrative Claims" under the Plan or in connection with the Debtors' Chapter 11 cases, including all professional fees and inspection fees arising from the Leases or in connection with the Debtors' assumption of (i) the master aircraft lease agreement between the Debtors and RASPRO, dated September 23, 2005, and (ii) the aircraft engine lease agreement, dated July 19, 2002, as amended, between Wells Fargo and the Debtors. Both RASPRO and Wells Fargo believe that they have previously complied with the Administrative Claim Procedures by submitting various invoices, billing statements and other evidences of indebtedness to the Debtors in connection with fees and expenses to which RASPRO and Wells Fargo are entitled under their applicable Leases. RASPRO also believes that the Administrative Claim deadline does not apply to these amounts since they constitute cure with respect to the Debtors' assumption of the Lease. All notices and communications in connection with the RASPRO Administrative Claim should be sent to: RASPRO Trust 2005, as Lessor c/o Wilmington Trust Company, As Collateral Agent 1100 North Market Street Wilmington, Delaware 19890 Attn: Corporate Trust Administration Nathan Lebioda, Esq. JONES DAY 222 East 41st Street New York, New York 10017-6702 Tel. No.: 212-326-3939 Fax No. : 212-755-7306 E-mail: nlebioda@jonesday.com Brad B. Erens, Esq. JONES DAY 77 W. Wacker Drive Chicago, Illinois 60601-1692 Tel. No.: 312-782-3939 Fax No. : 312-782-8585 E-mail: bberens@jonesday.com All notices and communications in connection with the Wells Fargo Administrative Claim should be sent to: Willis Lease Finance Corporation, as Servicer for Wells Fargo 773 San Marin Drive, Suite 2215 Novato, California 949998 Attn: Thomas C. Nord, General Counsel Tel. No.: 415-408-4700 Fax No. : 415-408-4702 Levett Rockwood, P.C., attorneys for Wells Fargo 33 Riverside Ave. Westport, Connecticut 06880 Attn: Stephen H. Gross, Esq. Tel. No.: 203-222-0885 Fax No. : 203-226-8025 About Mesa Air Mesa Air currently operates 76 aircraft with approximately 450 daily system departures to 94 cities, 38 states, the District of Columbia, and Mexico. Mesa operates as US Airways Express and United Express under contractual agreements with US Airways and United Airlines, respectively, and independently as go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company was founded by Larry and Janie Risley in New Mexico in 1982. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the Debtors. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Brett Miller, Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison & Foerster LLP, serve as counsel to the Official Committee of Unsecured Creditors. Judge Martin Glenn entered a final order confirming the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and its debtor affiliates on January 20, 2011. Under the plan, the reorganized company will issue new notes, common stock and warrants to creditors. Unsecured creditors that are U.S. citizens will receive a combination of new notes and new common stock, while unsecured creditors that are Non-U.S. citizens will receive a combination of new notes and new warrants. An agreement with US Airways paved way for the filing of the plan. Mesa Air's Plan of Reorganization became effective March 1, 2011. The Company's restructuring accomplishments included elimination of 100 excess aircraft and associated leases and debt which contributed to the deleveraging of Mesa's balance sheet in the approximate amount of $700 million in capitalized leases and $50 million in debt, and extending the term of the code-share agreement with US Airways through September 2015. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MESA AIR: Aircraft Solutions Asserts $408,000 in Admin. Expenses ---------------------------------------------------------------- Aircraft Solutions ERJ-145, LLC, asks Judge Glenn for the allowance and payment of its administrative expense claims totaling $408,337. After the Petition Date, in the ordinary course of business, Mesa Airlines, Inc. leased three Rolls Royce AE3007A1 aircraft engines from Aircraft Solutions pursuant to the terms of three engine lease agreements between the parties. Based on the declaration of Keri Wright, the chief operating officer at Universal Asset Management, Inc., which is a member of Aircraft Solutions, in support of Aircraft Solutions' motion, each Engine was provided to Mesa Airlines with various engine parts, including harnesses that were installed or fitted to each Engine. UAM serves as the asset manager with respect to Aircraft Solutions' engine lease agreements. Pursuant to each Lease, Mesa Airlines agreed to pay rent, utilization charges, and a $51,000 security deposit equal to two month's rent to Aircraft Solutions, all as stipulated in the applicable schedule to the Leases. According to Richard G. Smoley, Esq., at Kaye Scholer LLP, in New York, the schedules further provided that Mesa Airlines was entitled to exercise an early termination option under the applicable Lease, provided that Mesa Airlines would (i) pay a termination fee in an amount equal to the applicable Security Deposit, and Aircraft Solutions could retain the Security Deposit in satisfaction of the payment obligation; (ii) redeliver the Engine on the early termination date in full compliance with the redelivery conditions set forth in the Lease; and (iii) notify Aircraft Solutions of the exercise of the option at least 60 days before the date on which Mesa Airlines wished to terminate the leasing of the Engine. On September 3, 2010, the 311235 Lease, dated January 20, 2010, as amended, governing the leased Rolls Royce AE3007A1 aircraft engine bearing manufacturer's serial number CAE-311235, expired according to its terms. Mesa Airlines redelivered the 311235 Engine to Aircraft Solutions on October 8, 2010. On September 11 and 12, 2010, Mesa Airlines exercise the early termination option under (i) the 311626 Lease, dated March 10, 2010, governing the leased Rolls Royce AE3007A1 aircraft engine bearing manufacturer's serial number CAE-311626; and (ii) the 312083 Lease, dated March 10, 2010, governing the leased Rolls Royce AE3007A1 aircraft engine bearing manufacturer's serial number CAE-312083. Mesa Airlines redelivered the 311626 Engine and the 312083 Engine to Aircraft Solutions on October 8, 2010. As a result of the exercise of the early termination option, Mesa Airlines became obligated to pay the Early Termination Fees for the 311626 and the 312083 Leases to Aircraft Solutions. For each of the three Engines, Mesa Airlines failed to comply with the Redelivery Conditions by redelivering the Engines without all of the Included Engine Parts, Mr. Smoley informs the Court. He says that, upon inspection, Aircraft Solutions became aware that each of the three Engines was returned without the Harnesses. The market values of the Missing Engine Parts are: Engine Value ------ ------- 311235 $101,123 311626 103,000 312083 64,993 -------- $269,117 in Replacement Costs Moreover, each of the Leases provide that Mesa Airlines will indemnify and hold Aircraft Solutions harmless from all costs, damages and losses arising out of, among other things, Mesa Airlines' breach of any term in the Leases and any damage to the Engines. As of April 5, 2011, the total amount of the Indemnification Fees, including attorney fees expended in preparing the motion, is $37,219. Mesa Airlines is liable to Aircraft Solutions an aggregate of $408,337 for the Early Termination Fees, the Replacement Costs, and the Indemnification Fees, Mr. Smoley asserts. About Mesa Air Mesa Air currently operates 76 aircraft with approximately 450 daily system departures to 94 cities, 38 states, the District of Columbia, and Mexico. Mesa operates as US Airways Express and United Express under contractual agreements with US Airways and United Airlines, respectively, and independently as go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company was founded by Larry and Janie Risley in New Mexico in 1982. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the Debtors. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Brett Miller, Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison & Foerster LLP, serve as counsel to the Official Committee of Unsecured Creditors. Judge Martin Glenn entered a final order confirming the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and its debtor affiliates on January 20, 2011. Under the plan, the reorganized company will issue new notes, common stock and warrants to creditors. Unsecured creditors that are U.S. citizens will receive a combination of new notes and new common stock, while unsecured creditors that are Non-U.S. citizens will receive a combination of new notes and new warrants. An agreement with US Airways paved way for the filing of the plan. Mesa Air's Plan of Reorganization became effective March 1, 2011. The Company's restructuring accomplishments included elimination of 100 excess aircraft and associated leases and debt which contributed to the deleveraging of Mesa's balance sheet in the approximate amount of $700 million in capitalized leases and $50 million in debt, and extending the term of the code-share agreement with US Airways through September 2015. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MESA AIR: Court OKs Jan.-Aug. 2010 Professional Fees & Expenses --------------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York has approved the first and second interim fee applications covering the periods from January 5, 2010 through August 31, 2010, of the retained professionals of Mesa Air Group, Inc. and its affiliated debtors. Requested Approved Professional Fees Expenses Fees Expenses ------------ --------------- --------------- Deloitte & Touche LLP $16,820 $309 $15,751 $309 Debtors' audit and accounting services provider Period: 04/01/10 - 08/31/10 Deloitte Tax LLP 182,551 1,401 150,918 1,401 Debtors' tax compliance and tax advisory services provider Period: 01/05/10 - 04/30/10 Deloitte Tax LLP 725,126 7,552 688,870 7,552 Debtors' tax compliance and tax advisory services provider Period: 05/01/10 - 08/31/10 Imperial Capital, LLC 580,645 46,289 493,548 40,013 Debtors' financial advisor and investment banker Period: 01/05/10 - 04/30/10 Imperial Capital, LLC 600,000 36,502 570,000 32,541 Debtors' financial advisor and investment banker Period: 05/01/10 - 08/31/10 Jones Day 1,042,291 51,443 890,035 50,405 Debtors' special counsel Period: 01/05/10 - 04/30/10 Jones Day 230,234 51,375 218,475 51,375 Debtors' special counsel Period: 05/01/10 - 08/31/10 Pachulski Stang Ziehl 1,768,931 111,993 1,468,968 103,104 & Jones LLP Debtors' counsel Period: 01/05/10 - 04/30/10 Pachulski Stang Ziehl 1,101,078 37,470 1,035,692 37,470 & Jones LLP Debtors' counsel Period: 05/01/10 - 08/31/10 Smith, Gambrell & 105,524 22 89,695 22 Russell, LLP Debtors' special aviation counsel Period: 01/05/10 - 04/30/10 Smith, Gambrell & 185,866 435 171,822 435 Russell, LLP Debtors' special aviation counsel Period: 05/01/10 - 08/31/10 Macquarie Capital (USA) 419,355 7,944 356,451 7,684 Inc. Committee's financial advisor and investment banker Period: 01/21/10 - 04/30/10 Macquarie Capital (USA) 500,000 2,408 475,000 2,175 Inc. Committee's financial advisor and investment banker Period: 05/01/10 - 08/31/10 Morrison & Foerster LLP 709,542 9,608 582,549 8,797 Committee's counsel Period: 01/13/10 - 04/30/10 Morrison & Foerster LLP 550,639 4,813 522,632 4,813 Committee's counsel Period: 05/01/10 - 08/31/10 The U.S. Trustee had objected to the Second Interim Fee Applications and asked the Court to reduce the amounts of the fees and for the Professionals to submit supplements to their applications. Certain professionals responded by voluntarily reducing the amounts of fees or expenses sought. According to the order dated February 28, 2011, the holdback for the period from January 5, 2010 through August 31, 2010 is reduced to 5% pending further Court order. Deloitte & Touche and Deloitte Tax also seek the payment of fees and reimbursement of expenses as requested in their second, third and final fee applications. Requested Professional Fees Expenses ------------ --------------- Deloitte & Touche LLP $880,660 $15,341 Debtors' audit and accounting services provider Period: 09/01/10 - 02/24/11 Deloitte & Touche LLP 897,240 15,651 Debtors' audit and accounting services provider Period: 04/01/10 - 02/28/11 Deloitte Tax LLP 1,095,740 17,953 Debtors' tax compliance and tax advisory services provider Period: 09/01/10 - 02/28/11 Deloitte Tax LLP 2,003,421 26,907 Debtors' tax compliance and tax advisory services provider Period: 01/05/10 - 02/28/11 DLA Piper Seeks Payment of Fees DLA Piper LLP (US), ordinary course counsel to the Debtors, seeks entry of an order granting allowance of compensation for certain months during the period from January 5, 2010 through November 30, 2010, and seeks the immediate payment of unpaid fees of $215,725 as administrative expenses. The unpaid fees consist of legal services rendered on behalf of the Debtors. The Court's March 10, 2010 Order authorizing the employment of professionals utilized in the ordinary course of business authorized the Debtors to pay compensation and reimburse expenses to Ordinary Course Professionals provided that payments do not exceed $25,000 per month per OCP. The OCP Order also provides that the aggregate of the fees paid to each Ordinary Course Professional should not exceed $300,000 for the duration of these Chapter 11 cases. The OCP Order provides that "in the event that an Ordinary Course Professional seeks more than $25,000 per month, that professional will be required to file a fee application for the full amount of its fees and expenses for that month in accordance with [S]ections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, the Fee Guidelines promulgated by the United States Trustee, and any and all orders of the Court." Since March 24, 2010, DLA Piper has sent nine invoices to the Debtors. For certain months during the Compensation Period, DLA Piper billed the Debtors in excess of the $25,000 monthly limit. These are: Period Invoice Amount ------ -------------- 06/11/10-07/30/10 $54,963 08/01/10-08/31/10 35,592 09/01/10-09/30/10 40,172 10/05/10-10/28/10 60,742 11/01/10-11/30/10 56,135 -------------- $247,605 DLA Piper billed the Debtors $275,774 during the Compensation Period and has been paid a total of $60,048. Accordingly, DLA Piper is owed a total of $215,725. About Mesa Air Mesa Air currently operates 76 aircraft with approximately 450 daily system departures to 94 cities, 38 states, the District of Columbia, and Mexico. Mesa operates as US Airways Express and United Express under contractual agreements with US Airways and United Airlines, respectively, and independently as go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company was founded by Larry and Janie Risley in New Mexico in 1982. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the Debtors. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Brett Miller, Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison & Foerster LLP, serve as counsel to the Official Committee of Unsecured Creditors. Judge Martin Glenn entered a final order confirming the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and its debtor affiliates on January 20, 2011. Under the plan, the reorganized company will issue new notes, common stock and warrants to creditors. Unsecured creditors that are U.S. citizens will receive a combination of new notes and new common stock, while unsecured creditors that are Non-U.S. citizens will receive a combination of new notes and new warrants. An agreement with US Airways paved way for the filing of the plan. Mesa Air's Plan of Reorganization became effective March 1, 2011. The Company's restructuring accomplishments included elimination of 100 excess aircraft and associated leases and debt which contributed to the deleveraging of Mesa's balance sheet in the approximate amount of $700 million in capitalized leases and $50 million in debt, and extending the term of the code-share agreement with US Airways through September 2015. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MGM RESORTS: Kirk Kerkorian Steps Down From Board ------------------------------------------------- Kirk Kerkorian is stepping down from the board of directors at MGM Resorts International and will assume an advisory role for the board and management. On April 14, 2011, the Board named Mr. Kerkorian Director Emeritus. As Director Emeritus, Mr. Kerkorian will serve as a senior advisor to both MGM Resorts management and the Board, and will have a standing invitation to attend any meeting of the Board or its executive committee. He will not, however, retain voting rights on Board matters. "Kirk's contributions to the growth and development of MGM Resorts are far too many to detail," said MGM Resorts International Chairman and CEO James J. Murren. "Of even greater impact, however, have been the contributions of his time, talent and treasure to so many throughout the Las Vegas community, across the United States and around the world," Mr. Murren said. "Throughout the years, I have relied on Kirk far beyond his role as our largest shareholder," said Mr. Murren. "He has always been available to discuss any detail or issue, and I look forward to continuing to receive the benefit of his counsel for many years to come." Mr. Kerkorian will serve out his current term as a board member, due to expire at the company's 2011 Annual Meeting of Shareholders this June, at which time he will transition to his status as Director Emeritus. Upon his formal appointment, he will become the first Director Emeritus in the company's history. "One of the most rewarding aspects of my life has been my association with MGM Resorts and its predecessor companies," said Mr. Kerkorian. "I am deeply indebted to the hundreds of thousands of men and women who have worked for our companies through these many years. Their hard work and dedication to success created the extraordinary opportunity to share our success with others. It has been a privilege to work with them all, and I look forward to continuing to regularly consult with Jim and the Board of this wonderful company." Alexandra Berzon, writing for The Wall Street Journal, notes that Mr. Kerkorian's Tracinda Corp. last year earned about $400 million by paring its stake in MGM. In a Feb. 1 Troubled Company Reporter article, Tracinda Corporation and Kirk Kerkorian disclosed beneficial ownership of 131,173,744 shares of common stock of MGM Resorts representing 26.9% of the shares outstanding. As MGM Resorts' largest stockholder, Tracinda said it occasionally receives inquiries regarding the Company and Tracinda's shares of Common Stock. Tracinda monitors its investment in the Company by, among other things, contacting Company management to address operations and market conditions. Tracinda continues to believe that there is substantial value in the assets of MGM Resorts and that the Company is a good long-term investment. However, from time to time, Tracinda may explore potential transactions involving its shares of Common Stock. Tracinda may ultimately not enter into any transaction. The Journal's Ms. Berzon relates that a person with knowledge of the situation said Mr. Kerkorian doesn't want to participate in long board meetings any longer, and added that the decision isn't related to his health. Another person with knowledge of the matter said Mr. Kerkorian stopped attending the meetings in person some time ago, but at times has participated over the phone. About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. The Company's balance sheet at Dec. 31, 2010 showed $18.96 billion in total assets, $15.96 billion in total liabilities and $3.00 billion in total stockholders' equity. * * * As reported by the Troubled Company Reporter on March 4, 2011, Moody's upgraded MGM Resorts' Corporate Family rating to B3 and its Probability of Default rating to Caa1. MGM's senior secured ratings were raised to Ba3, and senior unsecured and senior subordinated ratings were affirmed at Caa1, and Caa3, respectively. MGM's SGL-3 Speculative Grade Liquidity rating remains unchanged. The rating outlook is stable. As reported by the TCR on Oct. 18, 2010, Standard & Poor's Ratings Services revised its rating outlook on MGM Resorts to stable from developing. At the same time, S&P affirmed all of its existing ratings on MGM, including the 'CCC+' corporate credit rating. The 'CCC+' corporate credit rating reflects MGM's significant debt burden, S&P's expectation for meaningful declines in cash flow generation in 2010, and the company's weak liquidity position. While MGM maintains a leading presence on the Las Vegas Strip, 2010 will be another challenging year for the Strip, and prospects for a meaningful rebound in 2011 are uncertain. The recent pricing of the primary offering of common stock has bolstered liquidity; however, the company's ability to weather the current downturn and continue to service its debt obligations over the longer term relies on continued progress toward addressing its challenging debt maturity schedule, as well as a substantial rebound in cash flow generation. The TCR also reported that Fitch Ratings revised the Rating Outlook for MGM Resorts to Positive following the company's equity issuance. In addition, Fitch affirmed the Issuer Default Rating at 'CCC'. MGM's 'CCC' IDR continues to reflect a credit profile with substantial credit risk. MGM's probability of default still displays a high sensitivity to an uninterrupted recovery in the Las Vegas market, significant reliance on a favorable refinancing and capital markets environment due to its heavy debt maturity schedule, a highly leveraged balance sheet despite potential debt reduction from the equity issuance, and a weak near-term free cash profile. In addition, MGM's obligation under the CityCenter completion guarantee continues to escalate, and Fitch believes the company is currently under-investing in its properties, which will likely impact asset quality. MIDWEST BANC: Court Okays Crowe Horwath as Accountants ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois authorized Midwest Banc Holdings, Inc., to employ Crowe Horwath LLP as accountants. Crowe's services include preparation, review and signing of state and federal corporate income tax returns. In accordance with the terms of the parties' retention agreement, the Court authorized Midwest Banc to pay Crowe $45,000 as a flat fee for its professional services to be rendered, with $22,500 payable upon approval of the employment and the remaining $22,500 payable upon completion of the services. Midwest Banc Holdings is the holding company for Midwest Bank and Trust Company. The bank became subject to FDIC receivership in May 2010. Midwest Banc Holdings filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-37319) in Chicago on Aug. 20, 2010. Hinshaw & Culbertson serves as bankruptcy counsel to the Debtor. Midwest Banc disclosed assets of $9,690,937 and debts of $144,746,169 as of the bankruptcy filing. MISSION BROADCASTING: Moody's Affirms 'B3' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service revised the outlook of Nexstar Finance Holdings, Inc. (Nexstar) to positive from stable. Moody's also affirmed its B3 corporate family and probability of default ratings, as well as its SGL-2 Speculative Grade Liquidity Rating and the Ba3 rating on its first lien credit facility. Nexstar proposed a $50 million increase in its first lien term loan with proceeds to be applied to repayment of the 11.375% Senior Notes due April 2013. The company also announced plans to acquire two stations from Liberty Media Corporation for approximately $20 million, to be funded with $2.5 million of equity and $17.5 million of borrowings under its revolving credit facility. The outlook change incorporates expectations that the company will continue to apply the free cash flow generated from its strong performance to permanent debt reduction. Also, the proposed transaction would modestly lower interest expense through the replacement of higher cost debt with lower cost debt. This is a summary of the ratings actions: Nexstar Finance Holdings, Inc. -- Outlook, Changed To Positive From Stable -- Affirmed B3 Corporate Family Rating -- Affirmed B3 Probability of Default Rating -- Affirmed SGL-2 Speculative Grade Liquidity Rating Nexstar Broadcasting, Inc. -- Senior Secured Bank Credit Facility, Affirmed Ba3, LGD adjusted to LGD2, 10%, from LGD1, 7% -- Senior Secured Regular Bonds, Affirmed B3, LGD adjusted to LGD4, 52% from LGD3, 45% -- Senior Subordinated Bonds, Affirmed Caa2, LGD adjusted to LGD5, 88% from LGD5, 84% Mission Broadcasting, Inc. -- Senior Secured Bank Credit Facility, Affirmed Ba3, LGD adjusted to LGD2, 10%, from LGD1, 7% Ratings Rationale Nexstar's B3 corporate family rating incorporates its high, albeit improved, leverage (approximately 7.3 times on a debt-to-two year average EBITDA basis, just under 6 times based on 2010 results), which poses challenge for managing a business vulnerable to advertising spending cycles. Furthermore, we believe broadcasters continue to face pressure from media fragmentation and that, over time, higher programming expenses could pressure EBITDA margins. Nevertheless, Moody's anticipates Nexstar will continue to use some of its strong free cash flow to permanently repay debt and to improve its capital structure to better withstand volatility from both election and economic cycles as well as secular pressure. Good margins and unlevered cash flow generation created by Nexstar's diverse geographic footprint, continued local market focus, and leading audience share in many markets support the rating. Nexstar's rating also benefits from its diverse network affiliations and local marketing agreement (LMA) with Mission Broadcasting, which expands programming coverage and cost efficiencies. The positive outlook reflects the potential for an upgrade with continued strong performance and commitment to improvement of the credit profile. Moody's would consider an upgrade with expectations for absolute debt reduction to a level comfortably below $600 million (assuming the current asset base). To achieve a B1 corporate family rating would also require expectations for sustained leverage below 6 times debt-to-EBITDA on a two year average basis, positive free cash flow in excess of 5% of debt, and continued commitment to maintaining a strong credit profile. The outlook could revert to stable should performance fall short of expectations such that we anticipated leverage would remain above 6 times debt-to-EBITDA, or if management applies cash to shareholder returns rather than debt reduction. A deterioration in liquidity, negative free cash flow, or expectations for leverage above 8 times on a two year average basis could warrant a downgrade. Based in Irving, Texas, Nexstar owns, operates, programs or provides sales and other services to 63 television stations and related digital signals in 34 markets in 14 states and reaches approximately 13 million viewers. Its annual revenue in 2010 was $313 million. The principal methodologies used in this rating were Global Broadcast Industry published in June 2008, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MORTGAGES LTD: District Judge Orders Managers to Pay $3.7-Mil. -------------------------------------------------------------- Jan Buchholz, writing for the Phoenix Business Blog at the Phoenix Business Journal, reports that four managers of Radical Bunny were ordered to pay $3.7 million in penalties to the U.S. Securities and Exchange Commission based on allegations they sold securities without having been registered legally to do so and that they made fraudulent claims about the risk of those investments. According to the report, U.S. District Judge Susan Bolton ordered partner Tom Hirsch to pay $1,245,220; Berta and Howard Walder to pay $1,245,217; and Harish P. Shah to pay $740,160. Each also was ordered to pay a $120,000 fine "in light of the individual defendants' egregious, continuous, knowing, and substantial federal securities violations." Mr. Buchholz relates that it's still a drop in the bucket compared to the $189.5 million the four raised from about 900 investors, most, if not all, of whom thought their investments were secured by deeds of trust. According to the court order, the four solicited investors between January 2006 and June 2008 to collectively make loans to Mortgages Ltd. Those loans were used to make loans mostly to commercial real estate developers, says Mr. Buchholz. About Mortgages Ltd. Mortgages Ltd. was the subject of an involuntary Chapter 7 petition dated June 20, 2008, filed by KGM Builders Inc. -- a contractor for Grace Communities, a borrower of the company -- in the U.S. Bankruptcy Court for the District of Arizona. Central & Monroe LLC and Osborn III Partners LLC, divisions of Grace Communities, sought the appointment of an interim trustee for Mortgages Ltd. in the Chapter 7 proceeding. Mortgages Ltd. faced lawsuits filed by Grace Communities and Rightpath Limited Development Group for its alleged failure to fully fund loans. Mortgages Ltd. denied the charges. The Debtor's case was converted to a chapter 11 proceeding on June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465). Judge Sarah Sharer Curley presided over the case. Carolyn Johnsen, Esq., and Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C., replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as counsel to the Debtor. As of Dec. 31, 2007, the Debtor had total assets of $358,416,681 and total debts of $350,169,423. Mortgages Ltd. was reorganized pursuant to a plan that was confirmed by the Bankruptcy Court on March 20, 2009. As part of the Plan, ML Manager LLC was created to manage and operate the loans in the portfolio. The original investors for the most part transferred their interests to 49 separate Loan LLC's. A number of investors, referred to as "pass through investors" did not transfer their interests. As part of the Plan, ML Manager took out $20 million in exit financing to help keep the company afloat during the reorganization. MPG OFFICE: 2011 Annual Meeting of Stockholders on June 16 ---------------------------------------------------------- MPG Office Trust, Inc.'s 2011 Annual Meeting of Stockholders will be held on Thursday, June 16, 2011, at 8:00 am (local time) at the Omni Los Angeles Hotel, located at 251 South Olive Street, Los Angeles, California 90012. At that time, stockholders of record will be asked to elect the Company's directors and to vote upon any and all such other matters as may properly come before the Annual Meeting. The Board has fixed the close of business on April 18, 2011, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any continuation, postponement or adjournment thereof. About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high- quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. The Company reported a net loss of $197.94 million on $406.89 million of total revenue for the year ended Dec. 31 2010, compared with a net loss of $869.72 million on $423.84 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $2.77 billion in total assets, $3.81 billion in total liabilities and $1.04 billion in total deficit. The Company has been focused on reducing debt, eliminating repayment and debt service guarantees, extending debt maturities and disposing of properties with negative cash flow. The first phase of the Company's restructuring efforts is substantially complete and resulted in the resolution of 18 assets, relieving the Company of approximately $2.0 billion of debt obligations and potential guaranties of approximately $150 million. NEW CENTURY FIN'L: Credit Suisse Dodges Suit Over $3-Bil. Fraud --------------------------------------------------------------- Bankruptcy Law360 reports that Judge James L. Graham in the U.S. District Court for the Southern District of Ohio on Tuesday threw out a lawsuit against Credit Suisse Securities (USA) LLC accusing it of helping to conceal the nearly $3 billion fraud that drove New Century Financial Enterprises Inc. into bankruptcy. About New Century Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real state investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The Company offers a broad range of mortgage products designed to meet the needs of all borrowers. New Century Financial and its affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., were tapped as bankruptcy counsel. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $36,276,815 and total debts of $102,503,950. The Court confirmed the Debtors' second amended joint Chapter 11 plan of liquidation on July 15, 2008. NORTEK INC: Moody's Assigns 'Caa1' to $500MM Sr. Unsec. Notes ------------------------------------------------------------- Moody's Investors Service assigned a B1 to Nortek, Inc.'s proposed $350 million senior secured term loan due 2017 and a Caa1 to the proposed $500 million senior unsecured notes due 2021, and affirmed its B3 Corporate Family Rating and B3 Probability of Default Rating. Proceeds from the term loan and notes issuance will be used to redeem the company's existing secured notes due 2013 and to pay redemption premiums and other related fees and expenses. In a related rating action, Moody's upgraded the company's existing senior unsecured notes due 2018 to Caa1 from Caa2. The outlook is stable. These ratings/assessments were affected by this action: -- Corporate Family Rating affirmed at B3; -- Probability of Default Rating affirmed at B3; -- Proposed senior secured term loan due 2017 assigned B1 (LGD2,25%); -- Proposed senior unsecured notes due 2021 assigned Caa1 (LGD5, 73%); and, -- $250 million senior unsecured notes due 2018 upgraded to Caa1 (LGD5, 73%) from Caa2 (LGD5, 88%). The company's speculative grade liquidity rating remains SGL-3. NORTEL NETWORKS: Mediation on Sale Proceeds Issues Unsuccessful --------------------------------------------------------------- Nortel Networks Corporation said that the mediation process that had been commenced in respect of the allocation of sale proceeds of Nortel's various business and asset divestitures and other inter-estate matters, including inter-company claims, has ended without resolution of the matters in dispute. The Nortel entities that are in creditor protection proceedings in Canada, the United States, and Europe, the Middle East and Africa, as well as the Canadian Monitor, the U.S. Principal Officer, the U.S. Official Unsecured Creditors' Committee, the Ad Hoc Bondholders Group and certain other interested parties, had entered into a confidential, non-binding mediation in an attempt to reach a consensual settlement of all material outstanding inter-estate matters. Mediation sessions were first held in November 2010 and again from April 11 to April 13, 2011. In light of the unsuccessful conclusion of the mediation process, delays in the ultimate resolution of allocation and inter-company claims matters potentially could be significant. Such delays would result in a corresponding significant delay in the timing of distributions to holders of validated claims of the various estates. About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was once North America's largest communications equipment provider. It has sold most of the businesses while in bankruptcy. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009. Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. On May 28, 2009, at the request of the Administrators, the Commercial Court of Versailles, France ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in this Court for recognition of the English Proceedings as foreign main proceedings under chapter 15 of the Bankruptcy Code. Nortel Networks divested off key assets while in Chapter 11. In March 2009, the U.S. Bankruptcy Court entered an order approving the sale of the Layer 4-7 assets to Radware Ltd. as the successful bidder at auction. In July 2009, Nortel sold its CDMA and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ). In September 2009, the Court Nortel sold its Enterprise Solutions business to Avaya Inc. In October 2009, the Court approved the sale of assets associated with Nortel's Next Generation Packet Core network components to Hitachi, Ltd. On Dec. 2, 2009, the Court approved the sale of assets associated with Nortel's GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and Kapsch Carriercom AG. In December 2009, the Debtors sold their Metro Ethernet Networks business to Ciena Corporation. In March 2010, Nortel sold its Carrier Voice Over IP and Application Solutions business to GENBAND Inc. In September 2010, Nortel sold its Multi-Service Switch business to Ericsson. Nortel Networks has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. NOVELOS THERAPEUTICS: Longview Discloses 7.60% Equity Stake ----------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Longview Fund L.P. disclosed that it beneficially owns 34,414,145 shares of common stock of Novelos Therapeutics, Inc., representing 7.60% of the shares outstanding. As of Nov. 17, 2010, there were 111,931,182 shares of common stock of the Company outstanding. 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. PALM HARBOR: Fleetwood Objects to Sr. Officer Incentive Program --------------------------------------------------------------- BankruptcyData.com reports that Palm Harbor Homes' purchaser, Fleetwood Homes (an affiliate of Cavco), filed with the U.S. Bankruptcy Court an objection to the Debtors' motion to continue its senior officer quarterly incentive program. As previously reported, under the program the Debtors want to increase the incentive payment cap from $367,100 to $437,100 if the official committee of unsecured creditors obtains a gross recovery in the Chapter 11 case in excess of $21 million or $577,100 if the committee obtains a gross recovery in excess of $24.5 million. According to the objection, several vendors have stopped shipping necessary raw materials to the vendors because of non-payments of outstanding, post-petition invoices, and several more vendors have notified Cavco concerning late payments by the Debtors. The objection asserts, "...the senior quarterly incentive program describe therein will only incentivize the Debtors' executives to further damage the value of the assets that are to be sold to Cavco, and result in continued and additional breaches by the Debtors of the amended and restated asset purchase agreement, all to the detriment of Cavco." About Palm Harbor Homes Addison, Texas-based Palm Harbor Homes, Inc. -- http://www.palmharbor.com/-- manufactures and markets factory- built homes. The Company markets nationwide through vertically integrated operations, encompassing manufactured and modular housing, financing and insurance. Palm Harbor, along with affiliates, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on Nov. 29, 2010. It disclosed $321,263,000 in total assets and $280,343,000 in total debts. Brian Cejka at Alvarez & Marsal is the Debtors' chief restructuring officer. Raymond James and Associates, Inc., is the Debtors' investment banker. Alvarez & Marshal North America, LLC, is the Debtors' financial advisor. BMC Group, Inc., is the Debtors' claims agent. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Official Committee of Unsecured Creditors. Following a court-approved sale process, Palm Harbor in March 2011 sold its business for $85.25 million to Fleetwood Enterprises Inc., a venture between Cavco Industries Inc. and a fund advised by Third Avenue Management LLC. Fleetwood is providing up to $55 million in secured financing for Palm Harbor's reorganization. PAPERWORKS INDUSTRIES: Moody's Gives 'B2' to $250-Mil. Loans ------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to PaperWorks Industries, Inc.'s proposed $250 million senior secured credit facilities, consisting of a $40 million five-year revolving credit facility and a $210 million six-year term loan B. Moody's also assigned B3 ratings to the company's corporate family and probability of default ratings. The proceeds from the facilities will be used to refinance existing indebtedness, including, but not limited to, the indebtedness related to the acquisitions of Rosmar and Manchester, as well as pay related fees and expenses, and for general corporate purposes. The outlook is stable. Ratings Assigned: Issuer: PaperWorks Industries, Inc. -- Corporate Family Rating, B3 -- Probability of Default Rating, B3 -- Senior Secured Credit Facilities, B2 (LGD3, 40%) -- Outlook, Stable Ratings Rationale The B3 corporate family rating captures the integration risk associated with the recent acquisitions, operating history of less than a year as a combined entity, reliance on only two paper mills, and the size and pace of the cost synergies that can be realized. The ratings also reflect PaperWorks' exposure to volatile raw material and energy costs, negative free cash flow in the near term, customer concentration, competitive pressures, and potential dividends. At the same time, the ratings recognize PaperWorks' margin stability through steady end-markets and a contract structure that facilitates the ability to pass through partial cost increases. The ratings are further supported by a number of long-term customer relationships, strong credit metrics for the rating category, and adequate liquidity. North American producers of paper packaging have been successful in keeping supply in line with demand, which has driven favorable pricing. The stable outlook reflects Moody's view that operating performance will slightly improve in the short term and liquidity will remain adequate as various cost initiatives and synergies continue to reduce margin pressure. The outlook does not capture debt financed acquisitions or special dividends. Factors that could result in an improved outlook and ratings would be sustained pricing and cost reductions resulting in sustained operating performance, liquidity, and debt reduction. Specifically, if the company sustains its credit metrics over the next 12 months by sustaining EBITDA margins in the low teens, maintaining consolidated leverage on a gross debt to adjusted EBITDA basis below 5.0x, generating adjusted RCF/Debt of approximately 5%, and maintaining good liquidity, an upgrade could be considered. Factors that would negatively impact the ratings would be deterioration in credit metrics (margins and cash flow) due in part to a decline in product pricing or erosion from escalating input costs. Lower ratings could also result from debt-financed acquisitions, special dividends, or a material impairment in liquidity. The principal methodology used in rating PaperWorks was the Global Paper and Forest Products Industry Methodology, published in September 2009. [Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009 (and/or the GRI methodology, if appropriate)]. PaperWorks Industries, Inc., is a North American integrated full- service packaging provider, headquartered in Philadelphia, Pennsylvania. PITTSBURGH NAT'L GOLF: Files for Bankruptcy Protection ------------------------------------------------------ The Pittsburgh Business Times reports that Pittsburgh National Golf Club, a public course in Gibsonia that ranks among the region's most challenging, has filed for Chapter 11 bankruptcy reorganization. The club was formerly known as Deer Run until it was sold to its current ownership a few years ago led by Lars Eckberg. Pittsburgh National Golf Club, Inc., filed a Chapter 11 petition on (Bankr. W.D. Pa. Case No. 11-22050) on April 1, 2011. See http://bankrupt.com/misc/pawb11-22050p.pdfand http://bankrupt.com/misc/pawb11-22050c.pdf Pittsburgh National was included in the "* Recent Small-Dollar & Individual Chapter 11 Filings" section of yesterday's Troubled Company Reporter. PJ FINANCE: Special Servicer Wants Chapter 11 Case Dismissed ------------------------------------------------------------ Dow Jones' DBR Small Cap reports that Torchlight Loan Services LLC is seeking dismissal of PJ Finance Co.'s chapter 11 case. According to DBR, Torchlight, the special servicer of PJ Finance's $475 million loan, said PJ Finance's bid to reorganize relies upon a deal between "incestuously interconnected" companies and shouldn't proceed under the shelter of Chapter 11. PJ Finance filed for bankruptcy to restructure around its portfolio of 32 apartment communities. DBR says the special servicer indicated that PJ Finance is trying to secure $42 million in new capital and hand all of its new equity to a firm whose managing partner also happens to be the chairman of the company that not only manages PJ Finance's apartments but which also holds a stake in the company. DBR says Torchlight is referring to Kenneth Woolley, a managing partner in proposed investor Gaia Real Estate Investments LLC and chairman of apartment-management company WestCorp Management Group, which owns 25% of PJ Finance. About PJ Finance Chicago, Illinois-based PJ Finance Company, LLC, owns apartment communities in the states of Arizona, Florida, Georgia, Tennessee and Texas. PJ Finance owns or holds ownership interests in 32 apartment communities that collectively have more than 9,500 rentable units. It has 20 apartment locations in Texas, and the remaining 12 in Arizona, Florida, Georgia and Tennessee. The day- to-day operations of the portfolio are managed by a third party, WestCorp Management Group One, Inc. PJ Finance and various affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10688). Michelle E. Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve as bankruptcy counsel. Kurtzman Carson Consultants, LLC, is the Debtors' claims and notice agent. An official committee of unsecured creditors has been named in the case. Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at Hahn & Hessen LLP, represent the committee as lead counsel. Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at Landis Rath & Cobb, in Wilmington, Del., serve as the committee's local counsel. The Debtors estimated total assets of at least $275 million (estimated value of portfolio securing loan to Bank of America) and total debts of at least $479 million ($475 million owed to BofA, $4.4 million trade debt). PJ Finance said it has a commitment for Gaia Real Estate Investments LLC to invest $42 million and serve as the foundation for a reorganization plan. POWDER RIVER: SEC Accuses Ex-Head Fox of Misleading Investors ------------------------------------------------------------- Rod Walton at Tulsa World reports that the Securities and Exchange Commission argued in a complaint filed in Tulsa federal court that Brian Fox, former head of bankrupt, and alleged Ponzi scheme Powder River Petroleum International sent false statements to federal regulators, misled investors and should return any wrongful gains. According to the report, the SEC complaint against Mr. Fox accuses him of supplying false information, recording oil and gas reserves on properties that Powder River did not own and overstating company revenues by up to 2,417% above real value, according to court documents. Mr. Fox was charged in Tulsa because Powder River operated an office here. Based in Oklahoma City, Oklahoma, Powder River Petroluem International Inc. filed for Chapter 11 bankruptcy protection on Dec. 12, 2008 (Bankr. W.D. Okla. Case No. 08-15613). Judge Niles L. Jackson presides over the case. Mark A. Craige, Esq., at Morrel, Saffa, Craige, Hicks, et al., represents the Debtor. The Debtor listed $1,902,582 in assets, and $57,412,349 in debts. POWER EFFICIENCY: 3 Directors Disclose Acquisition of Shares ------------------------------------------------------------ In a Form 5 filing with the U.S. Securities and Exchange Commission, Kenneth Dickey, director at Power Efficiency Corp., disclosed that he acquired 4,407 common shares on Dec. 11, 2009 and 28,572 common shares on Dec. 11, 2010. At the end of the transaction, Mr. Dickey beneficially owned 32,979 common shares. In a separate filing, Douglas M. Dunn, a director of the Company, disclosed that he beneficially owned 52,748 shares of common stock of the Company as of Nov. 1, 2010. Marc Lehmann, a director of the Company, disclosed that he acquired 62,500 stock options of the Company on Aug. 12, 2010. About Power Efficiency Las Vegas, Nevada-based Power Efficiency Corporation (OTC BB: PEFF) -- http://www.powerefficiency.com/-- is a clean technology company focused on efficiency technologies for electric motors. The Company reported a net loss of $3.27 million on $576,797 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $4.17 million on $283,990 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $5.08 million in total assets, $1.14 million in total liabilities, and $3.94 million in total stockholders' equity. As reported by the TCR on April 6, 2011, BDO USA, LLP, in Las Vegas, Nevada, noted that the Company has suffered recurring losses and has generated negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. RADICAL BUNNY: Four Execs to Pay $3.7 Million in SEC Fraud Case --------------------------------------------------------------- Bankruptcy Law360 reports that an Arizona federal judge on Tuesday ordered managers of Radical Bunny LLC to pay $3.7 million over U.S. Securities and Exchange Commission claims that they offered unregistered securities that later tanked. Judge Susan R. Bolton of the U.S. District Court for the District of Arizona granted the SEC summary judgment in its case against four Radical Bunny managing members, according to Law360. Based in Phoenix, Arizona, Radical Bunny LLC is a real-estate financier. On the Web: http://radicalbunny.com/ As reported by the Troubled Company Reporter on Oct. 13, 2008, three investors -- Cathy Baker of Chandler; Laing Kandel of Brooklyn, New York; and Steven Friedberg -- filed an involuntary petition under Chapter 7 of the Bankruptcy Code against Radical Bunny LLC in the United States Bankruptcy Court for the District of Arizona. RADIENT PHARMACEUTICALS: Ironridge Discloses 3.8% Equity Stake -------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Ironridge Global IV, Ltd., and its affiliates disclosed that they beneficially own 4,005,382 shares of common stock of Radient Pharmaceuticals Corporation representing 3.8% of the shares outstanding. A full-text copy of the filing is available for free at http://is.gd/JWMFED About Radient Pharmaceuticals Headquartered in Tustin, Calif., Radient Pharmaceuticals Corporation -- http://www.Radient-Pharma.com/-- is engaged in the research, development, manufacturing, sale and marketing of its ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States, Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and other markets throughout the world. Radient said in October 2010 it incurred a trigger event on the 12% Convertible Notes issued in first and second quarter of 2010 due to its failure to have the related registration statement declared effective by June 1, 2010. The Company filed on Sept. 7, 2010, an Event of Default under those same notes occurred since it did not hold the related shareholder meeting by August 31, 2010. As reported in the Troubled Company Reporter on April 19, 2010, KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company incurred a significant operating loss and negative cash flows from operations in 2009 and had a working capital deficit of $4.2 million at Dec. 31, 2009. The Company's balance sheet at Sept. 30, 2010, showed $23.56 million in total assets, $34.22 million in total liabilities, and a stockholders' deficit of $10.66 million. RANDOLPH MEDICAL: In Chapter 11; Creditors Meeting May 31 --------------------------------------------------------- Jason Bacaj at the Anniston Star reported early this month that Randolph Medical Center filed Chapter 11 bankruptcy, 17 days after it ceased operations. There was "nowhere else to go" for the Randolph County hospital, said Gary Clark, former chairman of the Roanoke Health Care Authority, which operates the hospital. A trustee will likely take over, he said. The rural hospital has been in financial duress and under threat of closure for at least eight years. It closed March 17. A meeting of creditors is scheduled for May 31 at 10 a.m. in Opelika. Creditors can attend and inquire about their debt and the status of the hospital's assets and liabilities. REOSTAR ENERGY: Court OKs Killman Murrell as Accountants -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized ReoStar Energy Corporation and its debtor affiliates to employ Killman, Murrell & Co., P.C., as their accountants, nunc pro tunc to the Petition Date. The objection filed by creditor BT and MK Energy and Commodities, LLC, is withdrawn and overruled. Judge D. Michael Lynn authorized the Debtors to employ Killman Murrell based on the terms and conditions set forth in their application, provided (a) Killman Murrell will be paid $9,448, pursuant to Killman Murrell invoice number 4402 that was supplied to the Debtors for payment, and (b) no further fees will be paid to Killman Murrell for work performed and invoiced postpetition and the firm will not be permitted to undertake any further audit or SEC compliance work on behalf of the Debtors unless the earlier of (i) the confirmation of ReoStar's Plan of Reorganization, at which time Killman Murrell may be paid on invoices submitted to the Debtors and file a fee application for approval of all work performed in the case, or (ii) the sale of ReoStar's NOLs and corporate shell, which will require work to be performed by Killman Murrell to maintain Debtor ReoStar Energy's SEC compliance and facilitate the sale. Upon the closing of the sale, Killman Murrell will be entitled to be paid for outstanding invoices and work performed on behalf of the estate to that point in time, subject to a final fee application to be approved by the Court. About ReoStar Energy Fort Worth, Texas-based ReoStar Energy Corporation is engaged in the exploration, development and acquisition of oil and gas properties, primarily located in the state of Texas. The Company owns roughly 9,000 acres of leasehold, which include 5,000 acres of exploratory and developmental prospects as well as 4,000 acres of enhanced oil recovery prospects. The Company filed for Chapter 11 bankruptcy protection on Nov. 1, 2010 (Bankr. N.D. Tex. Case No. 10-47176). Bruce W. Akerly, Esq., at Cantey Hanger LLP, represents the Debtors in their restructuring efforts. Greenberg Taurig, LLP, serves as special corporate/securities counsel. Reostar Energy disclosed $15,335,337 in assets and $16,391,412 in liabilities. ReoStar Energy's bankruptcy case is jointly administered with ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar Operating, Inc. ReoStar Energy is the lead case. No trustee was appointed in the Debtors' cases. On Jan. 10, 2011, Michael McConnell was appointed as Chapter 11 examiner in the Debtors cases. RIVER WEST: Dist. Court Rejects Appeal Over Sale Proceeds --------------------------------------------------------- District Judge Elaine E. Bucklo dismissed an appeal by Frank Schwab from a bankruptcy court order disallowing his proof of claim against River West Plaza-Chicago, LLC d/b/a Joffco Square. River West and Bank of America, N.A., have moved to dismiss Mr. Schwab's appeal as moot. Mr. Schwab requests a share of the proceeds from the Debtor's sale of the Joffco Square shopping center in Chicago. The property was sold pursuant to a joint liquidation plan by Bank of America and River West. The bank held a mortgage on the Joffco Square property. Mr. Schwab asserts that he is entitled to 25% of River West's profits allegedly due to him pursuant to a pre-bankruptcy accord with the Debtor. Mr. Schwab had sued River West in Illinois state court for, inter alia, breach of contract in an attempt to collect the profits. Mr. Schwab argues that his interest in the property is worth roughly $17 million. According to Judge Bucklo, there is little reason to believe that Bank of America would have agreed to the terms of the sale if its portion of the proceeds was potentially encumbered by a $17 million obligation to Mr. Schwab. In asserting that he is entitled to such a share of the sale's proceeds, Mr. Schwab is effectively challenging the sale as a whole. The appeal is Frank Schwab, Appellant, v. River West Plaza- Chicago, LLC d/b/a Joffco Square, and Bank of America, N.A., Appellees, No. 10 C 7227 (N.D. Ill.). A copy of the District Court's April 11, 2011 Memorandum Opinion and Order is available at http://is.gd/xAH5RXfrom Leagle.com. About River West Plaza-Chicago River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois limited liability company, with its principal office located at 5 Revere Drive, Suite 200, Northbrook, Illinois 60062. The Company filed for Chapter 11 bankruptcy protection on December 7, 2009 (Bankr. N.D. Ill. Case No. 09-46258). Forrest B. Lammiman, Esq., and David L. Kane, at Meltzer, Purtill & Stelle LLC, in Chicago, Ill., represent the Debtor as counsel. In its schedules, the Debtor disclosed $29,084,466 in assets and $32,511,036 in liabilities. On Dec. 22, 2010, the Bankruptcy Court confirmed the Joint Chapter Plan of Liquidation of Bank of America, N.A. and the Debtor. ROCK & REPUBLIC: GR Acquisition's $550T Claim Reduced to $20T ------------------------------------------------------------- Chief Bankruptcy Judge Arthur J. Gonzalez signed off on a stipulation between David K. Gottlieb, Esq., the Liquidating Trust Administrator appointed in the Chapter 11 cases of Rock & Republic Enterprises, Inc., and Triple R, Inc.; and GR Acquisition, LLC. On July 21, 2010, GR filed an administrative claim against the Debtors for $550,000. The Debtor objected. Pursuant to the stipulation, the LTA agrees to allow GR an administrative claim for $20,000. The Liquidating Trust Administrator is represented by: Alex Spizz, Esq. Arthur Goldstein, Esq. Jill Makower, Esq. TODTMAN, NACHAMIE, SPIZZ & JOHNS, P.C. 425 Park Avenue New York, NY 10022 Telephone: (212) 754-9400 Facsimile: (212) 754-6262 E-mail: aspizz@tnsj-law.com agoldstein@tnsj-law.com jmakower@tnsj-law.com Counsel to GR Acquisition is: Harlan M. Lazarus, Esq. LAZARUS & LAZARUS, P.C. 240 Madison Avenue New York, NY 10016 Telephone: (212) 889-7400 Facsimile: (212) 684-0314 About Rock & Republic Rock & Republic Enterprises, Inc., was a wholesale and retail apparel company specializing in an avant-garde and distinctive line of clothing. Rock & Republic Enterprises, Inc., and Triple R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 10-11728 and 10-11729) on April 1, 2010, represented by attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York. Manderson, Schaefer & McKinlay, LLP, was the Company's special corporate counsel. Rosen Seymour Shapss Martin & Company LLC served as the Debtors' Forensic Accountants. Donlin Recano served as claims and noticing agent. The Company estimated $50 million to $100 million in assets, and $10 million to $50 million in liabilities. The Official Committee of Unsecured Creditors was represented by Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll, Esq., at Perkins Coie LLP, as bankruptcy counsel. In December 2010, VF Corporation, Rock and Republic and The Official Committee of Unsecured Creditors executed an asset purchase agreement for VF to acquire the trademarks and intellectual property -- but not the business operations or retail stores -- of Rock and Republic. VF is a global leader in branded lifestyle apparel with more than 30 brands, including Wrangler(R), The North Face(R), Lee(R), Vans(R), Nautica(R), 7 For All Mankind(R), Eagle Creek(R), Eastpak(R), Ella Moss(R), JanSport(R), lucy(R), John Varvatos(R), Kipling(R), Majestic(R), Napapijri(R), Red Kap(R), Reef(R), Riders(R)and Splendid(R). Subsequently, the Debtors, the Committee and VF proposed a plan of liquidation for Rock & Republic predicated upon the VF deal. VF agreed to purchase the Debtors' IP assets for $57 million. The inventory, stores and other assets that VF did not buy are to be transferred to a liquidating trust under the plan. On March 23, 2011, the Bankruptcy Court entered an order confirming the Amended Joint Consolidated Joint Chapter 11 Plan for Rock & Republic and Triple R. The Plan became effective on March 30 and David K. Gottlieb was appointed as the Liquidating Trust Administrator. SANSWIRE CORP: To Acquire Global Telesat; Gets $1.5MM Financing --------------------------------------------------------------- Sanswire Corp. has entered into a Letter of Intent to acquire 100% of the outstanding shares of capital stock of Global Telesat Corp., a privately held U.S. based satellite tracking firm which, since its inception in 2003, has grossed over $27 million in revenues and has had a positive cash flow and net profit every year. Additionally, the Company has received a financing commitment for up to $1.5 million from Space Florida, an independent special district of the State of Florida, created to foster the growth of the space industry in Florida. The LOI contemplates the acquisition of all of the outstanding capital stock of GTC, with GTC becoming a wholly-owned subsidiary of the Company following the closing of the proposed transaction. The purchase price to be paid by the Company for GTC would be paid as follows: $500,000 in cash, 30,000,000 shares of the Company's common stock, and an earn-out equal to 5% of the gross revenues related to certain satellite ground station construction rights held by GTC. All existing GTC personnel will enter into employment agreements with the Company following completion of the deal. The sole shareholder of GTC would have the right to nominate two members of the Company's Board of Directors, both of whom would be required to be "independent" under the rules and regulations of the Securities and Exchange Commission. The GTC acquisition is subject to the execution of definitive agreements and will be contingent on a number of customary closing conditions, including the Company's securing adequate financing of at least $2.0 million, completion of satisfactory due diligence and financial audits, and securing various required consents and approvals. Both the Sanswire and GTC Board of Directors have approved the transaction and the Company and GTC have begun the due diligence process and to draft and negotiate the definitive agreements. The parties intend to use commercially reasonable efforts to close the transaction in the second quarter of 2011. GTC designs, markets and provides satellite-based asset tracking hardware, airtime and related equipment primarily focused on providing customized tracking solutions and ground station construction services to the U.S. Department of Defense and its prime contractors. GTC, however, is increasingly looking to capitalize on the increasing world-wide commercial demand for satellite based tracking products and services and this would be a major focus of GTC following the proposed transaction. GTC's satellite tracking hardware and processing equipment are collocated throughout the world at ground station facilities owned and operated by Globalstar Inc. and their independent gateway partners, allowing Globalstar to use GTC's assets to offer commercial tracking services to many of their subscribers around the world even in remote locations. GTC also operates its own satellite ground station facility and has in the past been awarded contracts to construct non-commercial satellite ground stations for DoD prime contractors. GTC's integrated Appliques communicate with the Globalstar satellite constellation and are able to both receive messages transmitted from various ground-based tracking equipment and to transmit those messages out to customers. Industrial, commercial and government customers around the world are able to use GTC's equipment and services for high value asset tracking and monitoring, intelligence, surveillance and reconnaissance applications, drug enforcement, border monitoring, fleet vehicle diagnostic, maintenance and theft tracking, power grid, oil pipeline or other infrastructure management, or marine tracking applications. Sanswire Chairman Michael K. Clark stated "The acquisition of GTC not only would provide Sanswire with revenue and cash flow streams, but would allow the combined entity to pursue new opportunities for product diversification and expansion. Moreover, the integration of GTC's products with the Company's UAVs could provide aerial ground station capabilities in remote areas or areas with unreliable coverage or could act as an aerial satellite replacement capable of providing an entire telecommunications platform in areas struck by natural disasters or countries lacking infrastructure. The GTC acquisition is intended to transform the Company into a provider of unique turn- key solutions encompassing ground, air and space based communications for customers requiring cost effective, innovative technology solutions." Mr. Clark added "Space Florida's financial commitment to Sanswire indicates its belief in the Company's vision and any such financing would be used by the Company to consummate the GTC acquisition and grow its UAV and GTC's operations in Florida." Sanswire CEO Glenn Estrella stated "GTC is currently working with the U.S. DoD and the Company would hope to leverage these relationships to secure contracts for our Argus UAV line of airships. GTC and the Company also share working relationships with key technical partners and systems integrators which should allow for a streamlined design and commercialization process resulting in high quality integrated products and a swift time to market. We believe the synergies generated by a combined entity are very exciting and would contribute positively to our financial results for 2011. The integration of our and GTC's technology into a complete, turn-key solution should provide an attractive option for government and commercial customers seeking ISR, tracking and monitoring, and communications solutions," Mr. Estrella concluded. "We believe that companies like Sanswire have significant potential in Florida's increasingly diverse aerospace marketplace," said Space Florida President Frank DiBello. "We are pleased to see them making continued progress on their business case." The Space Florida financing commitment of up to $1.5 million is contingent on a number of conditions, including approval from the Space Florida Board of Directors, completion of adequate due diligence, financial market conditions, no material adverse change in the Company's business or financial condition, and potential applicable approvals and consents. In addition, Space Florida's financing is dependent on, and would be a match to, any equity or debt financing secured by the Company from third parties. Space Florida is an independent special district of the State of Florida, created by Chapter 331, Part II, Florida Statutes, for the purposes of fostering the growth and development of a sustainable and world-leading space industry in Florida. As the State of Florida's aerospace economic development agency, Space Florida fosters bold economic development activities to expand and diversify domestic and international opportunities that support talent development, enhance infrastructure and support governments and organizations in improving the state's competitive business climate. Space Florida does this by supporting, assisting, facilitating or consulting on space industry related needs. About Global Telesat Corp. GTC provides satellite airtime and tracking services to the U.S. government and defense industry end-users and resells airtime and equipment from leading satellite network providers such as Globalstar, Inmarsat, Iridium and Thuraya. GTC specializes in satellite tracking services using the Globalstar satellite network and owns a number of network infrastructure devices containing the signal processing technology that powers the Globalstar Simplex Data Service. GTC's equipment is installed in ground stations across Africa, Asia, Australia, Europe and South America. For more information regarding GTC, please visit www.gtc-usa.com. About Space Florida Space Florida was created to strengthen Florida's position as the global leader in aerospace research, investment, exploration and commerce. As Florida's aerospace development organization, the Company is committed to attracting and expanding the next generation of space industry businesses. With its highly trained workforce, proven infrastructure and unparalleled record of achievement, Florida is the ideal location for aerospace businesses to thrive -- and Space Florida is the perfect partner to help the Company succeed. www.spaceflorida.gov About Sanswire Corp. Aventura, Fla.-based Sanswire Corp. develops, markets and sells autonomous, lighter-than-air unmanned aerial vehicles capable of carrying payloads that provide persistent security solutions at low, mid and high altitudes. The Company's airships are designed for use by government-related and commercial entities that require real-time intelligence, surveillance and reconnaissance support for military, homeland defense, border and maritime missions. The Company reported a net loss of $9.79 million on $250,000 of revenue for the year ended Dec. 31, 2010, compared with a net loss of $9.41 million on $0 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $36,247 in total assets, $19.39 million in total liabilities and $19.36 million in total stockholders' deficit. Rosen Seymour Shapss Martin & Company 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 experienced significant losses and negative cash flows, resulting in decreased capital and increased accumulated deficits. SATELITES MEXICANOS: Court OKs $96-Mil. Rights Offering ------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court signed an order: (I) authorizing Satelites Mexicanos to (A) assume the backstop commitment agreement and enter into a rights offering escrow agreement in connection with the rights offering and (B) incur and pay related fees, expenses and indemnification obligations; (II) finding that any proceeds and other assets held in the rights offering escrow accounts are not property of the estate and should not be consolidated with the Debtors' assets or estates prior to the effective date; (III) approving the rights offering procedures and forms; and (IV) granting related relief. As reported in the April 11 edition of the Troubled Company Reporter, Satmext intends to conduct a rights offering of the reorganized company's equity to raise about $96.25 million. Under the Company's prepackaged plan, holders of second priority notes are entitled to receive: * their pro rata share of equity interests representing 7.146% of the economic interests in Reorganized Satmex, plus and opportunity to participate in the rights offering, whereby a holder of second priority notes may exercise * rights to subscribe for their pro rata share of equity interests representing 85.753% of the economic interests in Reorganized Satmex; and * rights to subscribe for their pro rata share of equity interests issued in respect of a follow-on equity offering, within 18 months after the Effective Date. The terms of the exit financing have been negotiated closely with the representatives of more than 66-2/3% of the Second Priority Notes, who will be among those that become the largest holders of equity in Reorganized Satmex under the terms of the Plan. These noteholders have fully backstopped the offering of Primary Rights, which may be exercised for an aggregate purchase price of up to $96.25 million. About Satmex SAB Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based provider 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. Rubio Villegas & Asociados, S.C., serves as the Debtors' special Mexican corporate and regulatory counsel. 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. The Debtors disclosed $441.6 million in total assets and $531.6 million in total debts as of March 23, 2011. In its schedules, Satmex disclosed $393,427,253 in total assets and $457,699,978 in total debts. SH LEGGITT: Class Suit vs. Vanguard to Proceed in State Court ------------------------------------------------------------- Bankruptcy Judge H. Christopher Mott lifted the automatic stay in the bankruptcy case of S.H. Leggitt Company to allow Audie Dragon, Sr. and John B. Howard, on behalf of themselves and purportedly on behalf of all others similarly situated, to proceed with their lawsuit against Vanguard Industries, Inc., Vanguard Plastics, Inc., and Vanguard Piping Systems, Inc., in the District Court of McPherson County, Kansas, case no. 01-C-98. S.H. Leggitt Company, Vanguard Plastics, Inc., Viega, Inc., and others entered into the VPI Escrow Agreement dated October 14, 2005, whereby $4,530,286 has been deposited into escrow. The Escrow Agreement was entered into in connection with a Stock Purchase Agreement dated Sept. 23, 2005, between Viega, Vanguard Industries, the Debtor and others. In general, the Plaintiffs asked the Court to determine and declare that the automatic stay in the Debtor's bankruptcy case does not apply to the State Court Suit and that the Debtor has no interest in the Escrow Funds protected by the automatic stay, or in the alternative, to lift the automatic stay. In general, the Debtor and the Official Committee of Unsecured Creditors in its case oppose the Plaintiffs' Motion and assert that the Debtor has an interest in the Escrow Funds which are property of the Debtor's bankruptcy estate, that the automatic stay applies and should not be lifted. The Debtor and Committee further contend that the issue regarding whether the Debtor's bankruptcy estate has an interest in the Escrow Funds and the extent of such interest should be determined through an adversary proceeding filed by the Debtor and the Committee against Plaintiffs, the Vanguard Companies and others in the Bankruptcy Court, adversary no. 11-1031. The Bankruptcy Court agrees that the State Court -- and any appellate tribunals -- are certainly the best and proper forum for and should move forward with the certification or decertification of any class of Plaintiffs, and adjudication of the validity and amount of any claims held by Plaintiffs against the Vanguard Companies. However, the Bankruptcy Court held that no funds shall be distributed out of the Escrow Funds that would cause the Escrow Funds to contain less than the amount of $2,138,295 (47.2% of the Escrow Funds), without approval of the Bankruptcy Court. The automatic stay will remain in place with respect to $2,138,295 of the Escrow Funds (47.2% of the Escrow Funds), until a final judgment is entered by the Bankruptcy Court in the Adversary Proceeding determining the extent of the Debtor's interest in the Escrow Funds or other Bankruptcy Court order. A copy of the Bankruptcy Court's April 12 Memorandum Opinion and Order is available at http://is.gd/Fg6IcKfrom Leagle.com. About SH Leggitt San Marcos, Texas-based S.H. Leggitt Company, aka Marshall Products -- dba The Leggitt Group; Marshall Brass Company; and Marshall Gas Controls, Inc. -- sought Chapter 11 bankruptcy protection (Bankr. W.D. Texas Case No. 10-10279) on Feb. 2, 2010. In its schedules, the Debtor listed $15,869,020 in total assets and $11,404,353 in total debts. Joseph D. Martinec, Esq., and Rebecca S. McElroy, Esq., Ed Winn, Esq., and Lee Vickers, Esq., at Martinec, Winn, Vickers & McElroy, P.C., represent the company. As reported by the Troubled Company Reporter on Feb. 14, 2011, S.H. Leggitt proposed a chapter 11 plan of reorganization and the U.S. Bankruptcy Court has approved the company's disclosure statement explaining that plan. The plan proposes to insulate the reorganized company from all future product liability claims arising out of the use of products manufactured by the debtor and used in the manufacture of consumer LP-Gasgrills, cookers and other outdoor LP-Gas cooking appliances. The Debtor supplied LP- Gas regulators to the majority of the companies who made such appliances in North America between 1990 and 2005. The Debtor has also supplied gas regulators to the majority of companies that manufacture recreational vehicles in North America. SHERIDAN GROUP: Extends Senior Secured Note Offering Until Today ---------------------------------------------------------------- The Sheridan Group, Inc. announced on April 14, 2011, the extension of the expiration date and an expected settlement date with respect to its previously announced offer to purchase by the Company any and all of its outstanding 10 1/4% Senior Secured Notes due 2011 (CUSIP No. 823777AE7). In conjunction with the Tender Offer, the Company solicited consents to the indenture governing the Notes and to the execution of a fourth supplemental indenture effecting the Amendments. The terms and conditions of the Offer are set forth in the Offer to Purchase and Consent Solicitation Statement dated Feb. 24, 2011, and the related Letter of Transmittal and Consent. The Offer, previously set to expire at 8:00 a.m. on April 14, 2011, New York City time, will now expire at 9:00 a.m., New York City time, on April 15, 2011, unless further extended or earlier terminated. On April 15, 2011, the Company expects to accept and make payment for all Notes that have been validly tendered (and not validly withdrawn) at least one business day prior to the Settlement Date. As of April 14, 2011, at 8:00 a.m., New York City time, $136,574,000 (95.7%) in aggregate principal amount of the Notes were validly tendered in the Tender Offer. Having received the requisite consent from the holders of the Notes in the Tender Offer, upon acceptance of and payment for the Notes, the Company expects to enter into the Fourth Supplemental Indenture which will eliminate substantially all of the restrictive covenants, certain events of default and the security interest in the assets of the Company held for the benefit of holders of the Notes. In addition, the Fourth Supplemental Indenture will reduce the minimum notice period for a redemption of the Notes from thirty days to three days prior to a redemption date. Upon adoption of the Amendments and the purchase of tendered Notes pursuant to the Offer, the Company intends to give a notice of redemption providing that it will redeem all Notes not purchased in the Offer in accordance with the indenture governing the notes at 100.00% of their principal amount, plus accrued and unpaid interest up to, but not including, the redemption date. The Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, the receipt by the Company of net proceeds from new debt financing on terms and conditions satisfactory to the Company which, when combined with other available funds, will aggregate to an amount that is sufficient to pay the total consideration (including the consent payment) in respect of all Notes (regardless of whether tendered) plus estimated fees and expenses relating to the Offer, as more fully described in the Offer to Purchase. There can be no assurances that the Company will enter into new debt financing or that the proceeds therefrom, when combined with the Company's other available funds, will be sufficient to pay the total consideration in connection with the Offer. This press release is neither an offer to purchase, nor a solicitation for acceptance of an offer to sell, the Notes. The Company is making the Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The complete terms and conditions of the Offer are set forth in the Offer to Purchase and the Letter of Transmittal. Holders are urged to read these documents carefully. Copies of the Offer to Purchase and Letter of the Transmittal may be obtained from the Information Agent for the Offer, Global Bondholder Services Corporation, at 866-873-7700 (toll-free). BofA Merrill Lynch is acting as exclusive Dealer Manager and Solicitation Agent for the Offer. Questions regarding the Offer may be directed to BofA Merrill Lynch at 888-292-0070 (toll-free) and 980-388-9217 (collect). The Offer is not being made to (nor will the surrender of Notes for payment be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by the Dealer Manager and Solicitation Agent or one or more registered brokers or dealers licensed under the laws of such jurisdiction. About The Sheridan Group Hunt Valley, Maryland-based The Sheridan Group, Inc. -- http://www.sheridan.com/-- is a specialty printer offering a full range of printing and value-added support services for the journal, catalog, magazine and book markets. The Sheridan Group, Inc., reported a net loss of $5.9 million on $266.2 million of sales for 2010, compared with net income of $8.2 million on $293.9 million of sales for 2009. At Dec. 31, 2010, the Company's balance sheet showed $241.5 million in total assets, $203.4 million in total liabilities, and stockholders' equity of $38.1 million. PricewaterhouseCoopers LLP, in Baltimore, Maryland, expressed substantial doubt about The Sheridan Group, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has a significant amount of current debt maturing within the next twelve months and will need to raise additional capital in order to settle these obligations. SHOPS AT PRESTONWOOD: Wants to Sell 102 Residential Lots to DRHI ---------------------------------------------------------------- The Shops at Prestonwood, LP, asks for authorization from the U.S. Bankruptcy Court for the Northern District of Texas to assume A sale agreement and sell up to 102 single family residential lots to DRHI, Inc., free and clear of any liens and encumbrances. In December 2009, the Debtor entered into a certain contract of sale and entered into that certain First Amendment to that contract with DRHI on March 26, 2010. Under the Sale Agreement, DRHI generally has the option to purchase from the Debtor up to 110 Lots over a two-year period from the date of closing in accordance with the terms of the Sale Agreement. The Sale Agreement provides that DRHI is obligated to purchase six of the Subject Lots on the Initial Closing Date for a base purchase price of $45,000 per Lot and an additional 12 of the Subject Lots within a year of the Initial Closing Date for a sum equal to the Base Purchase Price multiplied by 6% per annum beginning 180 days after the Initial Closing Date. The Debtor says that the purchase price is fair and reasonable and provides substantial value to the Debtor's estate, including approximately $600,000 in imminent sales of 13 of the Subject Lots and the possibility to yield in excess of $5 million in total, which amounts would pay a substantial amount of the Debtor's indebtedness to its lenders. For a period of two years from the Initial Closing Date, DRHI has the right to purchase all of the Subject Lots at the Adjusted Purchase Price, with DRHI's option to purchase any remaining Subject Lots terminating two years after the Initial Closing Date. On April 8, 2010, the Initial Closing Date occurred and DRHI purchased eight of the Subject Lots from the Debtor. DRHI then constructed homes on those eight lots to sell to its customers. The proceeds from DRHI's purchase of the eight lots were distributed to Valliance Bank and Property Tax Solutions, each of which hold liens on the Subject Lots. In 2011, DRHI sought to purchase another seven of the Subject Lots from the Debtor pursuant to the terms of the Sale Agreement, and the sale of those seven lots was scheduled to close on Feb. 11, 2011. On Feb. 2, 2011, a title commitment ordered by DRHI revealed that Pulte Homes of Texas, LP, had filed a lis pendens and was asserting a lien on, inter alia, the Subject Lots, including the seven lots that DRHI was attempting to purchase. The lis pendens and alleged Pulte lien were not discovered during the title search on the eight lots originally purchased by DRHI in April 2010. Prior to the Petition Date, the Debtor was a party to certain litigation pending in the 162nd Judicial District Court of Dallas County, Texas in Cause No. 10-02397 with Pulte and American National Bank of Texas based upon a 2006 purchase agreement under which Pulte was to purchase certain of the Lots from the Debtor. While the 2006 Purchase Agreement was ultimately terminated, Pulte contends that the Debtor is obligated to it pursuant to a certain promissory note executed in connection with the 2006 Purchase Agreement and also asserts that it holds a lien on the Pulte Lots. In 2010 Pulte commenced the State Court Action in which it generally seeks damages related to the Debtor's alleged breach of the promissory note and the judicial foreclosure of its alleged lien. The Debtor generally denies that it is liable under the Pulte Note and further denies that Pulte holds any liens in the Pulte Lots. The Debtor and certain of its affiliates have further asserted counter claims against Pulte and third party claims against American National Bank of Texas for, inter alia, fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract, tortuous interference and conspiracy to commit tortious interference, and defamation based upon certain conduct that occurred after the termination of the 2006 Purchase Agreement. Due to the assertion of the alleged Pulte lien, the Debtor and DRHI have been unable to close on the seven lots. Since then, DRHI has indicated to the Debtor that it is prepared to immediately acquire an additional six Lots under the Sale Agreement to the extent that it can acquire them free and clear of any liens and encumbrances. The sale of these 13 Lots will yield just under $600,000 of proceeds to the Debtor. Due to the delay and uncertainty caused by the discovery of the alleged Pulte lien, DRHI has threatened to seek to terminate the Sale Agreement, which could equate to approximately $5 million of lost sales for the life of the project, including the nearly $600,000 of imminent sales. DRHI has agreed to wait for a short period longer while the Debtor pursues this Motion before seeking to enforce its rights. However, the Debtor is concerned that if its request for court authorization for the assumption of the Sale Agreement isn't considered as soon as possible, DRHI will seek to terminate the Sale Agreement, and the Debtor could lose the ability to sell the Subject Lots under the Sale Agreement and the proceeds that would be derived from the sales. About The Shops at Prestonwood 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. SILGAN HOLDINGS: S&P Puts 'BB+' Corporate on Watch Negative ----------------------------------------------------------- Standard & Poor's Ratings Services said its ratings on Stamford, Conn.-based Silgan Holdings Inc. were placed on CreditWatch with negative implications, following Silgan's announcement that it has entered into a definitive merger agreement to acquire Graham Packaging Co. Inc. for $4.5 billion. At the same time, Standard & Poor's placed its corporate credit and debt issue ratings on Graham on CreditWatch with positive implications. "Upon completion of the Graham Packaging acquisition, which is subject to shareholder and regulatory approvals and expected to occur in the third quarter of 2011, we expect to lower the ratings on Silgan to BB/Stable/-- from BB+/Watch Neg/--. This ratings expectation is based on our assumption that operating results will remain generally stable this year and that Silgan will raise permanent financing for the acquisition prior to closing. If credit market conditions deteriorate, and the company uses short- term financing to close the acquisition, we will reassess credit quality. Silgan has entered into committed financing," S&P explained. "The expected downgrade to 'BB', if the deal closes as proposed, would reflect the increase in debt incurred in connection with the acquisition," said standard & Poor's credit analyst Liley Mehta. "We are balancing Silgan's satisfactory business risk profile -- pro forma for the Graham acquisition -- with what we believe will be an aggressive financial risk profile." "Based on preliminary information released, we expect that Silgan's funds from operations to total debt ratio (adjusted for the capitalization of operating leases, unfunded postretirement obligations) would decline from 30% as of Dec. 31, 2010. We expect the initial pro forma total adjusted debt to EBITDA to be 4x to 4.5x and funds from operations (FFO) to adjusted total debt will be in the mid- teens percent area initially. We believe the FFO to total adjusted debt ratio will strengthen to about 20% by the end of 2012. At the 'BB' corporate credit rating we would expect this ratio to average 15% to 20%," S&P related. "With combined annual sales of more than $6.2 billion, we believe the acquisition of Graham Packaging would further solidify Silgan's satisfactory business risk profile," added Ms. Mehta. Graham's operations would expand Silgan's existing plastic container business, which would increase to 54% of total sales from about 20% currently. The combined plastic container operations would benefit from a strong focus on relatively stable food and beverage packaging end markets. A key credit strength is the relative predictability and consistency of operating results. This benefit derives in part from Silgan's high proportion of sales to comparatively stable food and beverage end markets and the contractual pass through of raw material price fluctuations. "We believe that Silgan can maintain pro forma operating margins (before depreciation and amortization) in the high-teens percent area, and pretax return on capital in the low-to-mid teens percent range. Silgan expects to realize operational cost synergies of $50 million by 2014, primarily through reductions in administrative expenses, procurement savings and a more efficient manufacturing footprint," S&P elaborated. Pursuant to the merger agreement, Graham shareholders will receive 0.402 shares of Silgan common stock and $4.75 in cash for each share of Graham common stock, representing a total enterprise value of approximately $4.5 billion. Based on Silgan's closing stock price on April 12, 2011, the transaction implies a value of $19.56 per Graham share, representing a premium over the closing price of Graham's stock on April 12, 2011, of about 17%. The acquisition price includes a cash payment at closing of $245 million related to contractual change in control provisions in Graham's Income Tax Receivable agreements with certain affiliates. "We expect Silgan to prioritize debt reduction following the transaction, and that the combined company's business risk profile would be stronger, as its scale, product mix, and customer diversity would all be augmented. An important underpinning to the ratings is our belief in the company's ability to generate strong and relatively stable cash flows and management's track record of, and commitment to, using substantially all available cash flow to reduce debt following the acquisition. Following completion of the acquisition, we expect free cash generation on a pro forma basis to be about $500 million, after combined capital expenditures of approximately $335 million," S&P continued. Silgan has annual revenues of $3.1 billion. Its business mix is about 61% metal food cans, 20% metal and plastic closures, and 19% plastic containers. Silgan is the largest producer of metal food cans in North America, enjoying an estimated 50% share of market volume, and its end markets are relatively stable. With annual sales of $2.8 billion (after taking into account the acquisition of Liquid Container in September 2010), Graham produces customized, blow-molded plastic containers for beverages and foods, household cleaning products, personal care products, and automotive lubricants. "We will monitor developments relating to this transaction and will resolve the CreditWatch listings if the business combination occurs. We will lower the existing ratings on Silgan upon closing of the transaction. In the interim, we expect to assign prospective debt ratings to any proposed acquisition-related credit facilities and debt offerings. The permanent capital structure is expected to consist of a mix of bank facilities and bonds that would be used to finance the transaction, refinance indebtedness of Silgan and Graham, and for fees and expenses," S&P added. SIRIUS XM: Liberty Radio Appoints V. Wittman & C. Vogel to Board ---------------------------------------------------------------- Liberty Radio, LLC, a subsidiary of Liberty Media Corporation, appointed Ms. Vanessa A. Wittman and Mr. Carl E. Vogel to Sirius XM Radio Inc.'s board of directors. Liberty Radio, LLC, as the holder of the Company's convertible perpetual preferred stock, series B-1, is entitled to appoint and elect a number of members of the Company's board directors proportional to its ownership level in the Company. Liberty Radio, LLC, previously appointed John C. Malone, Gregory B. Maffei and David J.A. Flowers to the Company's board of directors. With the addition of Ms. Wittman and Mr. Vogel the Company's board will be comprised of thirteen members. Ms. Wittman and Mr. Vogel have been determined by the Nominating and Corporate Governance Committee of the Company's board of directors to be independent directors within the meaning of The NASDAQ Marketplace Rules. Ms. Wittman is expected to be appointed to the Audit Committee of the Company's board, and Mr. Vogel is anticipated to be appointed to the Compensation Committee and the Nominating and Corporate Governance Committee of the Company's board. Vanessa A. Wittman, age 43, is Executive Vice President and Chief Financial Officer of Marsh & McLennan Companies, Inc., a professional services company providing advice and solutions in the areas of risk, strategy, and human capital. Prior to joining MMC in September 2008, Ms. Wittman was Chief Financial Officer and Executive Vice President of Adelphia Communications Corp., a cable television company, from 2003 to 2007. Prior to Adelphia, Ms. Wittman served as Chief Financial Officer of 360networks, a wholesale provider of telecommunications services. She also has held positions with Microsoft, Metricom Inc. and Morgan Stanley & Co. Incorporated. Ms. Wittman serves as a director of kgb, an independent provider of directory assistance and enhanced information services. Ms. Wittman also served on the board of directors of Infospace, an internet search services company, from January 2003 to January 2008. Carl E. Vogel, age 53, is currently a member of the board of directors of Dish Network Corporation, a satellite television provider, and a senior advisor to its Chairman, CEO and President. He served as President of Dish Network Corporation from September 2006 until February 2008 and served as Vice Chairman from June 2005 until March 2009. From October 2007 until March 2009, Mr. Vogel served as the Vice Chairman of the board of directors of, and as a Senior Advisor to, EchoStar Communications Corporation. From 2001 until 2005, Mr. Vogel served as the President and CEO of Charter Communications Inc., a cable television and broadband services provider. Prior to joining Charter, Mr. Vogel worked as an executive officer in various capacities for companies affiliated with Liberty Media Corporation or its predecessor. Mr. Vogel is a member of the boards of directors and audit committees of Shaw Communications, Inc., a diversified communications company providing broadband cable and direct-to-home satellite services in Canada, Universal Electronics, Inc., a provider of wireless control technology for connected homes, NextWave Wireless Inc., a wireless technology company that develops, produces, and markets mobile multimedia and consumer electronic solutions, and is a member of the board of directors, audit committee and executive committee of Ascent Media Corporation. About Sirius XM Radio Based in New York, Sirius XM Radio Inc. has two principal wholly owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite CD Radio Inc. XM Satellite Radio Holdings Inc. owns XM Satellite Radio Inc., the operating company for the XM satellite radio service. Satellite CD Radio Inc. owns the Federal Communications Commission license associated with the SIRIUS satellite radio service. XM Satellite Radio Inc. owns XM Radio Inc., the holder of the FCC license associated with the XM satellite radio service. In July 2008, the Company's wholly owned subsidiary, Vernon Merger Corporation, merged with and into XM Satellite Radio Holdings Inc. and, as a result, XM Satellite Radio Holdings Inc. became Sirius' wholly owned subsidiary. The Company's balance sheet at Dec. 31, 2010 showed $7.38 billion in total assets, $7.17 billion in total liabilities and $207.64 million in stockholders' equity. * * * Sirius carries (i) a 'BB-' corporate credit rating from Standard & Poor's and (ii) 'B3' corporate family rating and 'B2' probability of default rating from Moody's. In October 2010, Moody's said the upgrade of Sirius XM's CFR to 'B3' from 'Caa1' reflects Moody's view that EBITDA (incorporating Moody's standard adjustments) less capital spending to interest expense will grow and comfortably exceed 1x in 2011, reflecting higher than anticipated subscribers and revenue and reduced debt service and programming costs. As announced on October 1, 2010, the company expects to add more than 1.3 million subscribers in FY2010, bringing the year end total to 20.1 million and exceeding prior expectations. Despite high churn in the subscriber base, vulnerability to cyclical consumer spending, and increasing wireless competition, Moody's believe subscriptions will grow through the end of 2011 as the economy and automotive sales recover. Heightened capital spending related to the ongoing construction and launch of two satellites will likely limit free cash flow generation in 2011. The rating also reflects the company's sizable debt burden as well as the need to invest significantly in programming, marketing, launching new services, and maintaining a satellite fleet to attract subscribers in addition to delivering content. As reported by the Troubled Company reporter on Dec. 14, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Sirius XM Radio and its subsidiaries, XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc. (which S&P analyze on a consolidated basis), to 'BB-' from 'B+'. The rating outlook is stable. "The action reflects the company's improving operating performance, declining debt leverage, and the prospects for continued improvement in credit measures for full-year 2010 and 2011," explained Standard & Poor's credit analyst Hal Diamond. SLATER STEELS: Asset Buyer May Pursue CERCLA Claims --------------------------------------------------- District Judge Jon E. DeGuilio ruled that the 2005 dismissal of a state court suit filed by Slater Steels Corporation against Joslyn Manufacturing Company for contractual indemnification under the Comprehensive Environmental Response, Compensation, and Liability Act, does not preclude Valbruna Slater Steel Corp. and Fort Wayne Steel Corp. -- which acquired certain of Slater's assets in bankruptcy -- from raising their CERCLA contribution claims. In 1981, Slater bought a steel mill in Fort Wayne, Indiana, from Joslyn. In 2000, Slater sued Joslyn in Superior Court in Allen County, Indiana, for cleanup costs relating to historical contamination of the site. On June 2, 2003, Slater filed a Chapter 11 voluntary bankruptcy petition in the U.S. Bankruptcy Court for the District of Delaware. At auction, Valbruna Slater Stainless Inc. purchased the site. The Slater-Valbruna Asset Purchase Agreement noted the existence of the Slater suit, and granted VSSI "the right to seek to become a party to the Lawsuit[.]" On Feb. 13, 2004, the Bankruptcy Court approved the APA and held that Valbruna was not a successor in interest to Slater except as detailed in the APA, and therefore had no other liability for Slater's acts, omissions, or liabilities. In April 2004, Valbruna Slater Steel Corporation and Fort Wayne Steel Corporation acquired the site from VSSI. In February 2005, the Allen County Court granted Joslyn's motion and dismissed the Slater suit with prejudice for failure to prosecute, pursuant to Indiana Trial Rule 41(E). Valbruna Slater Steel Corp. and Fort Wayne Steel Corp., v. Joslyn Manufacturing Co., et al., No. 1:10-CV-00044 (N.D. Ind.), was filed Feb. 11, 2010. A copy of the Court's April 11, 2011 Memorandum Opinion and Order is available at http://is.gd/LU0lDz from Leagle.com. STINSON PETROLEUM: Avoidance Suit v. Bank Goes to Trial ------------------------------------------------------- Bankruptcy Judge Neil P. Olack granted in part and denied in part Community Bank's First Supplemental Motion for Partial Summary Judgment in the suit, Derek A. Henderson, Chapter 7 Trustee, v. Community Bank, Ellisville Mississippi a/k/a Community Bank, Adv. Pro. No. 09-05094 (Bankr. S.D. Miss.). The Court denied a Cross- Motion for Partial Summary Judgment filed by Mr. Henderson, the Chapter 7 trustee for Stinson Petroleum Company, Inc. A copy of the Court's April 12, 2011 Memorandum Opinion is available at http://is.gd/KNwfZSfrom Leagle.com. The adversary proceeding arises out of a check-kiting scheme orchestrated by Stinson Petroleum, and presents legal issues arising from the interplay between Article 4 of the Uniform Commercial Code and federal banking regulations on the one hand, and the United States Bankruptcy Code on the other. The Debtor shuttled worthless checks between its account at Community Bank in Ellisville, Mississippi, and its account at the Bank of Evergreen in Evergreen, Alabama. The kite collapsed when Tim Dantz, vice- president of Bank of Evergreen, discovered the scheme and placed a five-day hold on the availability of $3,296,600 deposited in the BOE Account. A committee of unsecured creditors appointed by the United States Trustee for Region 5 in the Debtor's case filed the Complaint against Community Bank seeking to avoid under the preference statute, 11 U.S.C. Sec. 547, three groups of transfers made during the 90 days before the Debtor filed for bankruptcy. The Committee also seeks recovery of the transfers from Community Bank under 11 U.S.C. Sec. 550(a)(1)-(2). Upon conversion of the Debtor's case, the Chapter 7 Trustee was substituted for the Committee as the plaintiff. Community Bank seeks partial summary judgment in its favor on the Chapter 7 Trustee's preference claims under 11 U.S.C. Sections 547(b), 550 as to the wire transfers and the deposits. The Chapter 7 Trustee seeks partial summary judgment in his favor on the ground that the wire transfers are avoidable as preferential transfers. Judge Olack held that as to the Deposits, the Chapter 7 Trustee concedes that Community Bank is entitled to partial summary judgment. As to the Wire Transfers, the Court held that there are disputed issues of material fact and concludes that Community Bank is not entitled to partial summary judgment as a matter of law. The Court also held that there are disputed issues of material fact that preclude the entry of partial summary judgment in favor of the Chapter 7 Trustee. About Stinson Petroleum Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed for Chapter 11 on Aug. 4, 2009 (Bankr. S.D. Miss. Case No. 09- 51663). The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. Harris Jernigan & Geno, PPLC, represents the Debtor in its restructuring efforts. In its petition, the Debtor listed assets and debts both ranging from $10 million to $50 million. A committee of unsecured creditors was appointed by the United States Trustee for Region 5 in the Debtor's case. On Dec. 16, 2009, the Debtor's chapter 11 bankruptcy case was converted to a Chapter 7 case, and Derek A. Henderson was appointed as Chapter 7 Trustee. STRIBORG INC: Case Summary & 6 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Stribog, Inc. 2026 McGaw Ave. Irvine, CA 92614 Bankruptcy Case No.: 11-15065 Chapter 11 Petition Date: April 11, 2011 Court: United States Bankruptcy Court Central District Of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Paul J. Couchot, Esq. WINTHROP COUCHOT PC 660 Newport Ctr Dri Ste 400 Newport Beach, CA 92660 Tel: (949) 720-4100 Fax: (949) 720-4111 E-mail: pcouchot@winthropcouchot.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 six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb11-15065.pdf The petition was signed by Benton H. Wilcoxon, director. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Composite Technology Corporation 11-15058 04/10/11 CTC Cable Corporation 11-15059 04/10/11 SUPERIOR OFFSHORE: Underwriters Strike $1.9MM Deal in IPO Suit -------------------------------------------------------------- Bankruptcy Law360 reports that underwriters for Superior Offshore International Inc. on Tuesday struck a $1.9 million settlement with a class of plaintiffs who accused it in Texas federal court of making false statements ahead of a $152 million public offering. Headquartered in Houston Texas, Superior Offshore International Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/-- provided subsea construction and commercial diving services to the offshore oil and gas industry. Superior Offshore International, Inc., sought Chapter 11 protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590). The Debtor disclosed total assets of $67,587,927 and total liabilities of $54,359,884 in its Schedules. David Ronald Jones, Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP, represented the Debtor as counsel. The U.S. Trustee for Region 7 appointed five creditors to serve on an Official Committee of Unsecured Creditors. Douglas S. Draper, Esq., at Heller Draper Hayden Patrick & Horn LLC, and Michael D. Rubenstein, Esq., at Liskow Lewis, represented the Committee as counse7l. The company's chapter 11 plan of liquidation took effect in February 2009 and the United States Court of Appeals blessed the plan in December 2009. SUSTAINABLE ENVIRONMENT: Announces New Members to Board ------------------------------------------------------- Grant King did not stand for re-election as Director at Sustainable Environmental Technologies Corporation's Annual General Meeting held on April 7, 2011. This decision was reached in order to accommodate Mr. Kings previously contracted role of expanding SET Corp's business development and investment activities in Australasia. On April 7, 2011, the Board of Directors appointed Bill Ball to a vacant position of Director. Mr. Ball was also appointed Chairman of the Board of Directors. Mr. Ball, 69, is the president and founder of High-Tech Consultants, Inc., an engineering design and consulting company he founded in 1992. Mr. Ball holds patents in the US and Canada, and has one new patent application currently in the works. Mr. Ball started his working career in the mechanical engineering department of a very large oil and gas company. Subsequently he worked as the product development specialist and was the business development pioneer for a major oilfield chemicals company. Additionally he managed a team of over 800 products and services professionals for the world's largest oilfield process equipment company. In the years that followed he directed the business development efforts of two of the world's largest environmental products and engineering companies. On April 4, 2011, the Board of Directors entered into amendments to the prior employment agreements with (1) Bob Glaser, Chief Executive Officer and President, and (2) Keith Morlock, Manager of Pro-Water LLC and Corporate Secretary. The terms of the amendments set the 2011 annual base salaries and bonus schedules, as well as clarified certain terms of standard benefits for such officers. On April 7, 2011, the Company held its 2010 Annual General Meeting of Shareholders, and these actions were taken by written consent of a majority of the Company's shareholders: 1. Bob Glaser, Keith Morlock, Wallie Iveson and Steve Ritchie were elected as Directors of the Company. 2. dbbMcKennon was ratified as the Company's independent certifying accountant to audit the Company's financial statements for the fiscal year ended March 31, 2011. About Sustainable Environmental Upland, Calif.-based Sustainable Environmental Technologies Corporation (formerly RG Global Lifestyles, Inc.) offers water and wastewater treatment engineering and construction services. The Company's balance sheet at Dec. 31, 2010, showed $3.1 million in total assets, $4.5 million in total liabilities, and a stockholders' deficit of $1.4 million. During the quarter ended Dec. 31, 2010, the Company incurred an operating loss from continuing operations before income taxes of $265,464. As of Dec. 31, 2010, the Company had a working capital deficit of approximately $2.3 million. "These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company said in the filing. TABI INT'L: Starts Liquidation; Notice to Gift Card Holders Sent ---------------------------------------------------------------- A. Farber & Partners Inc., the Proposal Trustee of Tabi International Corporation, on April 14, 2011, released a statement regarding gift cards held by Tabi customers: On Feb. 16, 2011, Tabi filed a Notice of Intention to Make a Proposal, pursuant to the Canadian Bankruptcy & Insolvency Act. Farber was appointed as Proposal Trustee. The NOI filing provides the Company with protection from creditors while it attempts to restructure its affairs and formulate a Proposal to its creditors. The NOI process does not mean that the Company is bankrupt. During the NOI process, Farber is not in control of the day-to-day operations or decision-making of Tabi. The Proposal Trustee's role is to monitor the affairs of the Company; assist the Company in its efforts to develop a Proposal; and to communicate with creditors as to the process and ultimately to assist creditors in evaluating the Proposal, if Company is able to file one. Farber assisted the Company in its efforts to sell its assets as a going concern. Unfortunately, those efforts did not result in a viable going concern offer and Tabi is now in the process of a store-wide liquidation sale of its inventory, with the assistance of liquidators, HMR Canada Inc./GBRP Inc. All creditors and amounts outstanding as at the date of the filing of the NOI are frozen by force of the BIA. Unfortunately, gift card holders are in the same legal position as suppliers who haven't been paid by Tabi. They are unsecured creditors and will only be entitled to a recovery on the same basis as all other unsecured creditors. Neither the Company nor the liquidator is able to allow the redemption of the gift cards in the liquidation sale. Tabi customers who have an outstanding balance on their gift card should contact Farber by sending an e-mail to tabi@farberfinancial.com and providing these information: 1. Name 2. Mailing address and phone number 3. Amount of unredeemed Gift Card 4. Gift Card number Providing this information to Farber will ensure that Farber has the contact information and ensure gift card holders receive further correspondence from Farber on Tabi's Proposal to Creditors. About Farber Financial Group A. Farber & Partners Inc. -- http://www.farberfinancial.com/-- is a member of the Farber Financial Group. Since 1979, Farber Financial Group has provided a range of specialized financial services including corporate insolvency and restructuring, forensic accounting, fraud investigations, asset recovery, corporate finance, mergers and acquisitions, business valuations, distressed financial advisory services, turnarounds and crisis management, interim CEO, COO, CRO and CFO management, profit enhancement and strategic opportunity assessments. About TABI International TABI International Corporation -- http://www.tabi.ca/-- operates a chain of retail apparel stores for women. The Company offers shirts, white shirts, sweaters, sweater twin sets, vests, pants, jackets and outerwear, mocks and turtkenecks, sleepwear, and active wear. It also offers online shopping services. The company was founded in 1980 and is based in Toronto, Canada. TABI International Corporation is a former subsidiary of Cotton Ginny, Ltd. TAPATIO SPRINGS: Files Schedules of Assets & Liabilities -------------------------------------------------------- Tapatio Springs Real Estate Holdings, LP, has filed with the U.S. Bankruptcy Court for the Western District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $20,600,000 B. Personal Property $77,999 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $3,483,286 E. Creditors Holding Unsecured Priority Claims $120,000 F. Creditors Holding Unsecured Non-priority Claims $401,000 ----------- ----------- TOTAL $20,677,999 $4,004,286 Boerne, Texas-based Tapatio Springs Real Estate Holdings, LP, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 11-51263) on April 5, 2011. Dean William Greer, Esq., who has an office in San Antonio, Texas, serves as the Debtor's bankruptcy counsel. TAPATIO SPRINGS: Section 341(a) Meeting Scheduled for May 9 ----------------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of Tapatio Springs Real Estate Holdings, LP's creditors on May 9, 2011, at 9:30 a.m. The meeting will be held at 1st Floor, Conf Room #1, Room 105A, Hipolito F. Garcia Fed Building & Courthouse, 615 E. Houston Street, San Antonio, 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. Boerne, Texas-based Tapatio Springs Real Estate Holdings, LP, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 11-51263) on April 5, 2011. Dean William Greer, Esq., who has an office in San Antonio, Texas, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $20,677,999 in total assets and $4,004,286 in total debts as of the Petition Date. TAWK DEVELOPMENT: Amends Schedules of Assets and Liabilities ------------------------------------------------------------ Tawk Development LLC submitted to the U.S. Bankruptcy Court for the District of Nevada its amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property 22,500,000 B. Personal Property 247,153 C. Property Claimed as Exempt D. Creditors Holding Secured Claims 20,691,616 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims 571,502 ----------- ----------- TOTAL 22,747,153 21,263,119 A copy of the Amended Schedule is available for free at: http://bankrupt.com/misc/TawkDevLLC_AmdSAL_03072011.pdf Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a 198-unit resort style apartment complex known as Falcon Landing, which is located at 5067 Madre Mesa Drive in Las Vegas. It filed for Chapter 11 bankruptcy protection on January 14, 2011 (Bankr. D. Nev. Case No. 11-10584). Talitha B. Gray, Esq., at Gordon & Silver, Ltd., serves as the Debtor's bankruptcy counsel. TELKONET INC: Raises $1.355MM From Preferred Shares Offering ------------------------------------------------------------ Telkonet, Inc., has raised $1.355 million by closing an additional sale of its Series B convertible preferred stock with warrants to purchase common stock. The terms of this Series B private placement are identical to the terms of the initial Series B private placement, closed on Aug. 6, 2010. The new capital will fund aggressive business development and accelerate installations of Telkonet's revolutionary new EcoSmart suite within the rapidly expanding energy efficiency space. Expansion within Education, Military, Government, Institutional and Healthcare markets as well as Telkonet's energy management leadership within Hospitality continue to drive demand for the company's newest networked energy management platform. "We've dramatically reshaped Telkonet both financially and operationally and our investors have recognized this as evidenced by the current investment," stated Jason Tienor, Telkonet's President and CEO. "Our continued product leadership and revenue trends demonstrate the value that Telkonet holds for its shareholders and bright outlook for the company's growth and profitability." Over the past year the company has passed several milestones in its development including the release of its industry-leading EcoSmart platform, more than doubling the marketing revenue recognized on its EthoStream Hospitality Network and retiring its short-term debt substantially improving the Company's balance sheet. Central to Telkonet's long-term vision is the evolution of the EcoSmart platform, leveraging its flexible wired and wireless communications technologies with devices offering control of additional energy loads and powerful web-based network management and reporting functionality. Planned enhancements for the EcoSmart suite of products include complementary hardware and software technologies such as integrated HVAC equipment, plug-load controls, lighting integration and more. The product roadmap for EcoSmart also includes expansion beyond its current commercial markets into the emerging Home Area Network (HAN) space by participating in utility sponsored technologies designed to complement the Smart Grid. The EcoSmart suite of products and Telkonet's expertise in network management and reporting provide comprehensive solutions through channel partners and ESCO's worldwide. About Telkonet Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology company that develops and manufactures proprietary energy efficiency and smart grid networking technology. The Company reported a net loss attributable to common stockholders of $1.77 million on $11.26 million of total revenue for the year ended Dec. 31, 2010, compared with net income attributable to common stockholders of $1.06 million on $10.52 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $15.55 million in total assets; $7.43 million in total liabilities; $890,475 in redeemable preferred stock, Series A; $653,371 in redeemable preferred stock, Series B; and $6.58 million in total stockholders' equity. RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. RBSM noted that the Company has incurred significant operating losses in current year and also in the past. TERRESTAR CORP: Gets Interim Okay to Hire Blackstone as Advisor --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized, on an interim basis, TerreStar Corporation and TerreStar Holdings Inc. to employ Blackstone Advisory Partners L.P. as their financial advisor, in accordance with the terms and conditions set forth in the engagement letter and the indemnification agreement, as modified by the Interim Order, nunc pro tunc to February 16, 2011. Judge Sean H. Lane approved Blackstone's compensation as set forth in the Engagement Letter, except that the Debtors will not pay a Monthly Fee for March 2011. Judge Lane directed Blackstone to file fee applications for interim and final allowance of compensation and reimbursement of expenses pursuant to Sections 330 and 331 of the Bankruptcy Code. The United States Trustee retains all rights to respond or object to Blackstone's interim and final applications, provided that if the United States Trustee objects, the Court retains the right to review the applications. None of the fees payable to Blackstone will constitute a "bonus" or fee enhancement under applicable law, Judge Lane noted. He added that Blackstone will not be entitled to the reimbursement of attorney fees and expenses other than in connection with indemnification. Blackstone will file with the Court requests for payment of indemnity, subject to the approval of and review by the Court, provided that in no event will Blackstone be indemnified in the case of its own bad-faith, self-dealing, breach of fiduciary duty, gross negligence or willful misconduct. A final hearing on Blackstone's employment will be held on April 26, 2011. Objections to the application are due on April 19. About TerreStar Corp. and TerreStar Networks TerreStar Corporation and TerreStar Holdings, Inc., filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Southern District of New York on Feb. 16, 2011. TSC's Chapter 11 filing joins the bankruptcy proceedings of TerreStar Networks Inc. and 12 other affiliates, which were filed on Oct. 19, 2010. The October Chapter 11 cases are procedurally consolidated under TSN's Case No. 10-15446 under Judge Sean H. Lane. TSC is the parent company of each of the October Debtors. TSC has four wholly owned direct subsidiaries: TerreStar Holdings, Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings Inc. TSC is currently seeking to have its case deemed jointly administered with the cases of seven of the October Debtors under the caption In re TerreStar Corporation, et al., Case No. 11-10612 (SHL). The seven Debtor entities who seek joint administration with TSC are: * TerreStar New York Inc., * Motient Communications Inc. * Motient Holdings Inc., * Motient License Inc., * Motient Services Inc., * Motient Ventures Holdings Inc., and * MVH Holdings Inc. TSC is a Delaware corporation whose main asset is the equity in non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by the Federal Communication Commission. TSC also has an indirect 89.3% ownership interest in TerreStar Network, Inc., which operates a separate and distinct mobile communications business. TerreStar Holdings is a Delaware corporation that directly holds 100% of the interests in 1.4 Holdings LLC. TerreStar Networks Inc. or TSN, the principal operating entity of TSC, developed an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using satellite-terrestrial smartphones. The system, however, required an enormous amount of capital expenditures and initially produced very little in the way of revenue. TSN's available cash and borrowing capacity were insufficient to cover its funding; thus, forcing TSN to seek bankruptcy protection in October 2010. TSC estimated assets and debts of $100,000,001 to $500,000,000 in its Chapter 11 petition. Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serves as counsel for the TSC and TSN Debtors. Garden City Group is the claims and notice agent. Blackstone Advisory Partners LP is the financial advisor. The Garden City Group, Inc., is the claims and noticing agent in the Chapter 11 cases. Otterbourg Steindler Houston & Rosen P.C. is the counsel to the Official Committee of Unsecured Creditors formed in TSN's Chapter 11 cases. FTI Consulting, Inc., is the Committee's financial advisor Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TERRESTAR NETWORKS: Plan Filing Exclusivity Extended Until July 22 ------------------------------------------------------------------ Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York extended the exclusive rights of the October Debtors to file a plan of reorganization to May 23, 2011. They also have until July 22, 2011, to solicit acceptances of that plan. The October Debtors are TerreStar Networks Inc., TerreStar License Inc., TerreStar National Services Inc., TerreStar Networks Holdings (Canada) Inc., TerreStar Networks (Canada) Inc., 0887729 B.C. Ltd., TerreStar New York Inc., Motient Communications Inc., Motient Holdings Inc., Motient License Inc., Motient Services Inc., Motient Ventures Holding Inc., and MVH Holdings Inc. As reported in the TCR on Feb 03, 2011, the October Debtors sought extension of their Exclusive Plan Filing Period through June 16, 2011, and Exclusive Solicitation Period through August 16, 2011. The Court's ruling is without prejudice to the October Debtors' ability to seek further extensions of the Exclusive Periods pursuant to Section 1121(d) of the Bankruptcy Code and without prejudice to the rights of any other party-in-interest pursuant to Section 1121(d). About TerreStar Corp. and TerreStar Networks TerreStar Corporation and TerreStar Holdings, Inc., filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Southern District of New York on Feb. 16, 2011. TSC's Chapter 11 filing joins the bankruptcy proceedings of TerreStar Networks Inc. and 12 other affiliates, which were filed on Oct. 19, 2010. The October Chapter 11 cases are procedurally consolidated under TSN's Case No. 10-15446 under Judge Sean H. Lane. TSC is the parent company of each of the October Debtors. TSC has four wholly owned direct subsidiaries: TerreStar Holdings, Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings Inc. TSC is currently seeking to have its case deemed jointly administered with the cases of seven of the October Debtors under the caption In re TerreStar Corporation, et al., Case No. 11-10612 (SHL). The seven Debtor entities who seek joint administration with TSC are: * TerreStar New York Inc., * Motient Communications Inc. * Motient Holdings Inc., * Motient License Inc., * Motient Services Inc., * Motient Ventures Holdings Inc., and * MVH Holdings Inc. TSC is a Delaware corporation whose main asset is the equity in non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by the Federal Communication Commission. TSC also has an indirect 89.3% ownership interest in TerreStar Network, Inc., which operates a separate and distinct mobile communications business. TerreStar Holdings is a Delaware corporation that directly holds 100% of the interests in 1.4 Holdings LLC. TerreStar Networks Inc. or TSN, the principal operating entity of TSC, developed an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using satellite-terrestrial smartphones. The system, however, required an enormous amount of capital expenditures and initially produced very little in the way of revenue. TSN's available cash and borrowing capacity were insufficient to cover its funding; thus, forcing TSN to seek bankruptcy protection in October 2010. TSC estimated assets and debts of $100,000,001 to $500,000,000 in its Chapter 11 petition. Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serves as counsel for the TSC and TSN Debtors. Garden City Group is the claims and notice agent. Blackstone Advisory Partners LP is the financial advisor. The Garden City Group, Inc., is the claims and noticing agent in the Chapter 11 cases. Otterbourg Steindler Houston & Rosen P.C. is the counsel to the Official Committee of Unsecured Creditors formed in TSN's Chapter 11 cases. FTI Consulting, Inc., is the Committee's financial advisor Bankruptcy Creditors' Service, Inc., publishes TerreStar Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by TerreStar Networks Inc. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TEXSTYLE, LLC: Expects to Exit Chapter 11 This Summer ----------------------------------------------------- Home Textiles Today reports that TexStyle expects to emerge from bankruptcy this summer. "TexStyle remains fully operational and will continue to fully service its customers. The company expects court approval of a financing package from Wells Fargo Business Credit to finance its continued operations," the report quotes Guyer McCracken, chief operating officer and CFO, as saying. According to Home Textiles Today, in September 2010, then-owner Babine Lake Corporation sold the company to Bolan Textile (HK) Limited of China, which made a $500,000 equity infusion into TexStyle and a $1 million secured loan to the supplier. That was followed by an additional $80,000 loan from Bolan in December, the report says. TexStyle, LLC, doing business as TexStyle Home Fashions, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 11-11686) on April 12 in Manhattan. In its schedules, the Debtor disclosed $7.6 million in assets and debt of $13.8 million. TexStyle, a designer and marketer of home textiles, said it owes $2.8 million to Wells Fargo Bank NA, the secured lender. A total of $1.5 million in secured debt is owing to insiders. A case summary for TexStyle is in yesterday's edition of the Troubled Company Reporter. THIRD TORO: Case Summary & 9 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Third Toro Family Limited Partnership 639 W. 46th Street New York, NY 10036 Bankruptcy Case No.: 11-11723 Chapter 11 Petition Date: April 13, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Sean H. Lane Debtor's Counsel: Randy M. Kornfeld, Esq. KORNFELD & ASSOCIATES, P.C. 570 Lexington Avenue, 17th Floor New York, NY 10022 Tel: (212) 759-6767 Fax: (212) 759-6766 E-mail: rkornfeld@kornfeldassociates.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 nine largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/nysb11-11723.pdf The petition was signed by Helmer Toro, president of general partner. Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Garden Operations Realty Limited 11-10668 02/17/11 Partnership First Toro Family Limited Partnership 11-11229 03/21/11 35 Real Estate Limited Partnership 11-11489 03/31/11 TOP SHIPS: Announces Filing of Its Annual Report on Form 20-F ------------------------------------------------------------- TOP Ships Inc. has filed its Annual Report on Form 20-F, on April 12, 2011, for the year ended 2010. The Annual Report is available for download on the Company's website, www.topships.org. Any shareholder may receive a hard copy of the Company's complete Annual Report, which includes the Company's complete 2010 audited financial statements, free of charge upon request. The audit opinion of Deloitte, Hadjipavlou, Sofianos and Cambanis S.A. regarding the 2010 financial statements of the Company which were included in the Company's Annual Report on Form 20-F, are unqualified. However, the opinion includes an explanatory "going concern" paragraph which states: "The accompanying consolidated financial statements for the years ended Dec.31, 2009 and 2010, have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company's inability to comply with financial covenants under its current loan agreements as of Dec. 31, 2009 and 2010 and its negative working capital position raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are discussed in Note 3 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty." Investors are urged to read the full text of the Company's Report on Form 20-F, including Note 3 to the consolidated financial statements referred to above. As reported in the Troubled Company Reporter on April 11, 2011, TOP Ships Inc. said that it has obtained a waiver from Alpha Bank until Feb. 28, 2012, in relation to the breach of certain financial covenants under the Alpha Bank credit facility. TOP Ships Inc., formerly known as TOP Tankers Inc., is an international provider of worldwide seaborne crude oil and petroleum products and drybulk transportation services. TOUSA INC: Creditors End Pursuit of Liquidation Plan Approval ------------------------------------------------------------- American Bankruptcy Institute reports that Tousa Inc.'s unsecured creditors' committee said that it no longer intends to pursue approval of its liquidation plan because of the pending appeal of its fraudulent transfer case in the U.S. Court of Appeals for the Eleventh Circuit. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Cars LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It estimated assets and debts of $1 million to $10 million in its Chapter 11 petition. TRANSWEST RESORT: Doubletree Hotel Faces Foreclosure Action ----------------------------------------------------------- Dale Quinn at the Arizona Daily Star reports that the Doubletree Hotel Tucson at Reid Park, is facing foreclosure in Arizona. The hotel is delinquent on about $31 million in loans, documents filed in the Pima County Recorder's Office show. Monthly payments on loans that came due last August have not been made, nor have subsequent payments. According to the report, auction of the property at 445 S. Alvernon Way has been scheduled for July 7 at 11:30 a.m. at the Pima County Courthouse, 110 W. Congress St. Regardless of the foreclosure filing, hotel operations will continue as normal, said general manager Helinda Lizarraga. The Doubletree is owned by affiliates of Transwest Partners/ NCH Corp. It's not the company's only property that's recently run into financial problems. About Transwest Resort Tucson, Arizona-based Transwest Resort Properties, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10- 37134) on Nov. 17, 2010. Kasey C. Nye, Esq., and Elizabeth S. Fella, Esq., at Quarles & Brady LLP, in Tucson, Ariz., assist the Debtor in its restructuring effort. The Debtor estimated its assets at up to $50,000 and debts at $10 million to $50 million. Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz. Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D. Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D. Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C. (Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11 petitions on November 17, 2010. Transwest Hilton Head Property estimated its assets at $10 million to $50 million and debts at $100 million to $500 million. Transwest Tucson Property estimated its assets at $50 million to $100 million and debts at $100 million to $500 million. TRIBUNE CO: Judge Carey Resumes Hearing on Rival Ch. 11 Plans ------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of New York resumed Tuesday the hearing to determine confirmation of rival Chapter 11 plans of reorganization filed in Tribune Company and its debtor affiliates' Chapter 11 cases. At the hearing, Judge Carey again signaled his desire for a conclusion to the Chapter 11 case, which has dragged on for two years, Randall Chase of the Associated Press wrote. In Court papers filed before the hearing, Aurelius Capital Management, LP, asked Judge Carey to adjourn the confirmation hearing with respect to the Modified Second Amended Joint Plan of Reorganization filed by the Debtors until the Debtors have finished resolicitation of the Senior Lenders. Aurelius' request comes as the Debtors, the Official Committee of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo, Gordon & Co., L.P. and JP Morgan Chase Bank, N.A. filed the modified DCL Plan contemplating an increased recovery of noteholders from $431 million to $509.5 million and resolicitation of the Senior Lenders in light of the changes made to the DCL Plan. Aurelius, on behalf of its managed entities; Deutsche Bank Trust Company Americas, in its capacity as successor Indenture Trustee for certain series of Senior Notes; Law Debenture Trust Company of New York, in its capacity as successor Indenture Trustee for certain series of Senior Notes; and Wilmington Trust Company, in its capacity as successor Indenture Trustee for the PHONES Notes earlier revised their Second Amended Joint Plan of Reorganization, which provides that between 45.3% and 51.2% of the total distributable enterprise value of the Debtors assumed to be at $6.75 billion will be distributed to creditors. Confirmation Objections Status Counsel to the Debtors, Bryan Krakauer, Esq., at Sidley Austin LLP, in Chicago, Illinois, apprised Judge Carey that as of April 8, these objections to confirmation of the DCL Plan have been resolved: * Missouri Department of Revenue * New York State Department of Taxation and Finance * Commonwealth of Pennsylvania, Department of Revenue * Illinois Secretary of State * Caption Colorado, L.L.C. * California Franchise Tax Board * U.S. Environmental Protection Agency * CCI Europe A/S * Comcast Corp. and Comcast Cable * ACE Companies * Cook County * Subsidiary Trade Creditors * Iron Mountain Information Management, Inc. * Warren Beatty * the United States Trustee for Region 2 * the Neil Plaintiffs * Tribune Company Employee Compensation Defendants Group * State of Illinois, Dept. of Revenue and Employment Security * Oracle A chart detailing status of confirmation objections to the DCL Plan is available for free at: http://bankrupt.com/misc/Tribune_DCLPlanObjStatus.pdf On behalf of the Noteholders, Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, said these objections to confirmation of the Noteholder Plan have been resolved: * New York State Department of Taxation and Finance * Commonwealth of Pennsylvania, Department of Revenue * Illinois Secretary of State * Caption Colorado, L.L.C. * U.S. Environmental Protection Agency * CCI Europe A/S * California Franchise Tax Board * Comcast Corporation and Comcast Cable * ACE Companies * Cook County * GreatBanc Trust Company * Iron Mountain Information Management, Inc. * Warren Beatty * United States Trustee * Neil Plaintiffs * Illinois Department of Revenue and Employment Security * Oracle * Internal Revenue Service A chart detailing the status of confirmation objections to the Noteholder Plan is available for free at: http://bankrupt.com/misc/Tribune_NoteholderPlanObjStatus.pdf Judge Carey will hear legal objections to confirmation of the DCL Plan or the Noteholder Plan by parties other than the DCL Plan Proponents and the Noteholders on April 13, continuing to April 14, if necessary, according to a notice filed with the Court. After all the legal objections by parties other than Plan Proponents have been heard, Judge Carey will hear legal objections by Wilmington Trust Company, in its capacity as successor indenture trustee for the PHONES notes issued by Tribune Company, on issues that affect only the PHONES and were set forth in its separate objection to confirmation of the DCL Plan. Judge Carey said any time remaining after the legal objections have been heard will be divided equally between the DCL Plan Proponents and the Noteholders and may be used by them to present those legal objections that do not depend on the evidence presented in the confirmation hearings that they wish to highlight for the Court. According to the Associated Press, attorneys will present post- trial briefs next month. Judge Carey also said at the hearing that he will likely hear closing arguments in early June, the Associated Press added. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Longacre, et al., Now Supporting Debtor Plan -------------------------------------------------------- Tribune Co. and its units ask the Bankruptcy Court to permit these entities to change votes previously cast to reject the Second Amended Joint Plan of Reorganization for Tribune Company proposed by the DCL Plan Proponents to votes to accept the DCL Plan: * Longacre Opportunity Fund, L.P. and its affiliates; * ASM Capital, LLC and its affiliates; * Fair Harbor Capital, LLC; * Liquidity Solutions, Inc.; and * Debt Acquisition Company of America and its affiliates. A copy of the votes to be changed is available for free at: http://bankrupt.com/misc/Tribune_VotestobeChanged.pdf Each of the Voting Parties voted to reject the DCL Plan. Those claims were concentrated in the classes of General Unsecured Claims at the Debtors other than Tribune Company. In addition, two of the Voting Parties -- ASM and Longacre -- objected to confirmation of the DCL Plan as the Ad Hoc Committee of Subsidiary Trade Creditors and had filed as a group an objection to the disclosure statement to the DCL Plan. ASM and Longacre's objections to confirmation of the DCL Plan stemmed from the existence of a $150 million cap on payments to be made on account of General Unsecured Claims against the Subsidiary Debtors that existed in earlier versions of the DCL Plan. The DCL Plan Proponents negotiated with ASM and Longacre to consensually resolved ASM and Longacre's outstanding issues. Counsel to the Debtors, Bryan F. Krakauer, Esq., at Sidley Austin LLP, in Chicago, Illinois, tells the Court that those negotiations were ultimately successful and resulted in the DCL Plan Proponents agreeing to amend the DCL Plan to remove the $150 million cap so that the DCL Plan will provide that holders of Allowed General Unsecured Claims against the Subsidiary Debtors will receive cash equal to 100% of the amount of those claims. The Debtors have also received from ASM and Longacre lists of claims that those parties assert that they own, which the Debtors have reviewed and advised ASM and Longacre as to the results of that comparison, he says. As a result of the modifications of the DCL Plan, ASM and Longacre agreed to (i) withdraw the Ad Hoc Committee of Subsidiary Trade Creditors' objection to confirmation of the DCL Plan; and (ii) change their votes previously cast to reject the DCL Plan to votes to accept that plan. The remaining Voting Parties -- DACA, Fair Harbor, and LSI -- also agreed to change their rejections of the DCL Plan to acceptances of the DLC Plan. Those Voting Parties' agreements to change their votes on the DCL Plan are embodied in stipulations entered by the Voting Parties with the Debtors. If approved, the vote changes will eliminate all rejecting classes of General Unsecured Claims against the Subsidiary Debtors and convert those classes to accepting classes, Mr. Krakauer relates. Accordingly, the proposed vote changes are necessary to reflect accurately the change in the Voting Parties' views of the DCL Plan that result from the modifications that have been made, he insists. The Debtors further ask the Court to authorize Epiq Bankruptcy Solutions, LLC, as the Debtors' voting agent, to amend the voting report on the DCL Plan to effect the requested changes in votes, and authorize the inclusion of the voting report so as amended into the record of confirmation hearing on the DCL Plan. The Court will consider the Debtors' request on April 25, 2011. Objections are due April 18. Aurelius Sought Adjournment of Plan Hearing Aurelius Capital Management, LP, et al., ask the Court to adjourn the confirmation hearing scheduled for April 12 with respect to the Modified Second Amended Joint Plan of Reorganization filed by the DCL Plan Proponents pending resolicitation of the Senior Lenders. In connection with the resolicitation, the DCL Plan Proponents must prepare, file and obtain approval of a revised disclosure statement in accordance with Section 1125 of the Bankruptcy Code, Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, points out. The Noteholders acknowledge that the amendments contained in the DCL Plan to provide holders of Senior Noteholder Claims and Other Parent Claims with the option to receive a strip of consideration cures one of the DCL Plan's violations of Section 1129(a)(1). This amendment, however, does nothing to remedy the fact that the settlement upon which the DCL Plan is premised fails to satisfy Rule 9019 of the Federal Rules of Bankruptcy Procedure, Mr. Golden argues. If the DCL Plan Proponents are correct that the Debtors' DEV is $6.75 billion, the DCL Plan does not contemplate a single dollar of additional consideration to be paid by the Senior Lenders the option to settle the causes of action related to the 2007 leveraged buy-out, Mr. Golden contends. Indeed, the concession contemplated by the amendments contained in the DCL Plan is to bestow upon Senior Noteholders the right to receive something they were already legally entitled to -- the right to an increased recovery if the Debtors' DEV is determined to be greater than $6.75 billion, he asserts. The Noteholders prepared a chart illustrating that they would recover in full at any DEV over $7.80 billion -- substantially less than what the Noteholders believe to be an appropriate DEV for the Debtors' estates: Noteholder Recoveries as a Percentage of Claim Natural Waterfall Natural Waterfall Amended DCL Plan Recovery if Step Recovery Recovery Two is Avoided Senior PHONES Senior PHONES Senior PHONES DEV Notes Notes Notes Notes Notes Notes --- ------ ------ ------ ------ ------ ------ $6.750 4.8% 0% 33.6% 0% 26.4% 0% Bil. $6.900 4.9% 0% 34.3% 0% 37.5% 0% Bil. $7.050 5.0% 0% 35.1% 0% 48.5% 0% Bil. $7.200 5.1% 0% 35.8% 0% 59.6% 0% Bil. $7.350 5.2% 0% 36.5% 0% 70.6% 0% Bil. $7.500 5.3% 0% 37.3% 0% 81.7% 0% Bil. $7.650 5.4% 0% 38.0% 0% 92.7% 0% Bil. $7.800 5.6% 0% 38.7% 0% 100.0% 6.9% Bil. $7.950 5.7% 0% 39.5% 0% 100.0% 27.0% Bil. $8.000 5.7% 0% 39.7% 0% 100.0% 33.8% Bil. $8.100 5.8% 0% 40.2% 0% 100.0% 47.2% Bil. $8.250 5.9% 0% 40.9% 0% 100.0% 67.3% Bil. $8.400 6.0% 0% 41.7% 0% 100.0% 87.4% Bil. $8.550 6.1% 0% 42.4% 0% 100.0% 100.0% Bil. $8.700 6.2% 0% 43.1% 0% 100.0% 100.0% Bil. $8.850 6.3% 0% 43.9% 0% 100.0% 100.0% Bil. $9.000 6.4% 0% 44.6% 0% 100.0% 100.0% Bil. What the DCL Plan Proponents fail to take account of is the fact that as the DEV increases, the expected value of the LBO-Related Causes of Action likewise increases, Mr. Golden points out. The Noteholders also object to the DCL Plan's releases granted to "stockholder parties" from intentional fraudulent conveyance claims as not supported by any consideration, and cannot be approved as a matter of law. The Noteholders filed an amended objection to confirmation of the DCL Plan to assert that if Step Two of the 2007 leveraged buyout is avoided but Step One is not, the non-LBO creditors at both Tribune and the guarantor subsidiaries would receive the benefits both of the avoidance of the Step Two obligations and all associated disgorgement. However, even if Step One Lenders could benefit from Step Two avoidance, if the Court was to determine that the Debtors' DEV was $8 billion and if the Step Two obligations were avoided, there would be sufficient value to satisfy the Step One Lender Claims and Senior Noteholder Claims in full, and provide Holders of PHONES Notes with a 34% recovery, Mr. Golden contends. Accordingly, the Noteholders revised the chart illustrating recoveries to: (i) add a column for "Recovery if Only Step Two is Avoided and Step One Lenders are not Entitled to Benefit;" and (ii) change the reference from "Natural Waterfall Recovery if Step Two is Avoided" to "Recovery if only Step Two is Avoided and Step One Lenders are entitled to benefit therefrom. A full-text copy of the revised chart is available for free at http://bankrupt.com/misc/Tribune_AmNoteholderRecoveries.pdf About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Sam Zell Balks at Committee Request to Stay Suit ------------------------------------------------------------ As reported in the April 1, 2011 edition of the Troubled Company Reporter, Troubled Company Reporter, the orders approved by the Bankruptcy Court granting the Official Committee of Unsecured Creditors in Tribune Co.'s cases standing to prosecute certain actions on behalf of the Debtors' estates provide that, pending the occurrence of a "Termination Event," any litigation commenced by the Committee pursuant to the authority granted in the Standing Orders (a) may not be settled absent the agreement of the Debtors and the Committee and (b) broadly will be stayed. The Court and parties-in-interest have completed the initial phase of trial, including ten days of evidentiary hearings, in connection with two competing plans of reorganization proposed on the one hand by the Debtors, the Committee and certain senior lenders, and on the other hand by certain noteholders. Trial of the Competing Plans will re-commence on April 11, 2011, and is expected to be followed by briefing and argument, which have yet to be scheduled. As a result, at least one "Termination Event" -- the occurrence of the date of April 1, 2011 -- was to take place. The Committee, accordingly, sought to extend the April 1 Termination Event to permit the parties to continue to enjoy the benefits of the Standing Orders while the Competing Plans are litigated, a ruling is made, or a settlement achieved. Sam Zell, however, objects to the Official Committee of Unsecured Creditors' request to the extent that it would delay his right to file appropriate motions in response to the purported claims asserted against him in an amended complaint in the adversary proceeding captioned as Official Committee of Unsecured Creditors of Tribune Co., et al. v. Fitzsimons, et al. "It is fundamentally unfair to expose Mr. Zell to reputational injury based on untrue, unsupportable, and defamatory assertions -- made in the form of judicial pleadings -- without affording him a timely opportunity to respond," David W. Carickhoff, Esq., at Blank Rome LLP, in Wilmington, Delaware, asserts. Extension of the automatic stay not only would allow these unfounded and defamatory accusations to stand without response on the public record, it would violate the fundamental principles of Rule 1001 of Federal Rules of Bankruptcy Procedure, which, like Rule 1 of the Federal Rules of Civil Procedure, demands the "the just, speedy, and inexpensive determination of every case and proceeding," Mr. Carickhoff contends. Committee Claims vs. Zell As reported in the Nov. 12, 2010 edition of the Troubled Company Reporter, the Creditors Committee filed an adversary complaint seeking to avoid transfers made to shareholders, former and present Tribune directors and officers, Valuation Research Company, EGI-TRB, LLC, and Samuel Zell. The Committee seeks to hold accountable the persons and entities "responsible for crippling the Tribune Company," asserts Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, special counsel to the Committee. Mr. Macauley describes the LBO Transaction as "among the worst in American corporate history." The Committee asserts that through the leveraged buyout transaction, Tribune lost billions of dollars in value between the closing of the LBO Transaction and the Company's bankruptcy filing. The LBO, Mr. Macauley alleges, was designed to cash out the large shareholders of Tribune, and to line the pockets of Sam Zell and Tribune's directors and officers. As a result of the LBO Transaction, Tribune's debt increased to a staggering $13 billion, the Committee tells the Court. Tribune's largest shareholders achieved their goal of exiting from the Company, while Sam Zell took control of the Company with little risk to him and stood to reap huge gains if the gamble paid off, Mr. Macauley says. The directors and officers received extraordinary payments and the Company and its creditors bore the lion's share of the risk that the gamble would not pay off for Sam Zell, he further asserts. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRICO MARINE: Unit Out-of-Court Offer Extended Until Today ---------------------------------------------------------- Trico Shipping AS, a subsidiary of Trico Marine Services, Inc., announced on April 14, 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 15, 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 13, 2011. At 5:00 p.m. Eastern Time on April 13, 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. TRIZETTO GROUP: Moody's Puts 'B1' Ratings to New Credit Facilities ------------------------------------------------------------------ Moody's Investors Service affirmed The TriZetto Group, Inc.'s B1 Corporate Family Rating (CFR) and assigned B1 ratings to the Company's proposed $750 million of senior first-lien secured credit facilities. The outlook for ratings is stable. TriZetto plans to use the net proceeds from the credit facilities primarily to retire existing debt and pay transaction fees and expenses. Moody's will withdraw the ratings for various tranches of TriZetto's existing credit facilities at the close of the transaction. Moody's affirmed these ratings: Issuer -- TriZetto Group, Inc. -- Corporate Family Rating -- B1 -- Probability of Default Rating -- B2 Moody's assigned these rating: -- $100 million senior secured revolving credit facility due 2016 -- B1 (LGD3, 33%) -- $650 million senior secured Term Loan facility due 2018 -- B1 (LGD3, 33%) These ratings will be withdrawn: -- $65 million senior secured revolving credit facility due 2014 -- B1 (LGD3, 33%) -- $71 million senior secured Term Loan A facility due 2014 -- B1 (LGD3, 33%) -- $315 million senior secured Term Loan B facility due 2015 -- B1 (LGD3, 33%) -- $100 million senior secured Term Loan C facility due 2015 -- B1 (LGD3, 33%) Ratings Rationale The affirmation of TriZetto's B1 CFR reflects the Company's good business execution, evidenced in the sustained revenue and EBITDA growth and EBITDA margin expansion, including through a weak capital spending environment during the recession and in the midst of regulatory uncertainly related to the healthcare reform legislation. The B1 rating considers TriZetto's moderate leverage, good free cash flow generation relative to debt, and in Moody's opinion, the Company's good niche market position as a provider of information technology (IT) solutions to the U.S. healthcare payers. The B1 CFR is supported by Moody's expectations of favorable growth trends in the healthcare IT industry segment, the Company's stable customer base, its unique investor and customer relationship with the BlueCross BlueShield of Tennessee and The Regence Group, and a good backlog of revenues under contract, which provides visibility into revenue and cash flows. In Moody's view, TriZetto's moderate financial risk affords the Company some cushion to pursue its expansion strategy, including small acquisitions, to exploit the additional revenue opportunity in the healthcare IT industry, which the rating agency expects to grow rapidly driven by the investments by healthcare payers in IT solutions to improve productivity. The B1 rating is constrained by TriZetto's moderate scale in a highly competitive, though largely fragmented market for healthcare IT products and services, and the Company's moderate customer revenue concentration. The rating also reflects the risk that the financial sponsor's interests may not be aligned with those of debt holders and that de-leveraging from organic growth could be punctuated by leveraging events resulting from shareholder bias of the Company's financial policies. Moody's expects TriZetto's Debt-to-EBITDA leverage to increase from 4.0x at year-end 2010 to about 4.6x (incorporating Moody's standard analytical adjustments including 25% of debt attribution to the preferred stock at intermediate holding company) at the close the transaction. The increase in leverage primarily reflects the largely debt-funded acquisition of Gateway EDI, LLC (Gateway), which the Company completed during 1Q 2011. Although Moody's believes that the combination with Gateway presents a large market opportunity connecting healthcare providers via Gateway's platform to TriZetto's payer customers, the acquisition of Gateway marks a shift in the Company's customer focus from servicing exclusively the healthcare plans and administrators to healthcare providers, and cash flow contribution from the acquisition will come from successful execution and penetration of new products. The acquisition also expands TriZetto's competitive scope as healthcare providers are serviced by several operators with a wide range of IT solutions. Nonetheless, Moody's considers the incremental effect of the Gateway acquisition on TriZetto's credit metrics to be moderate and within the expected ranges for the rating. The stable outlook considers the potential for improved cash flow generation driven by revenue growth in mid single-digit percentages and additional EBITDA margin expansion reflecting operating leverage in the business. While not anticipated in the near term, TriZetto's ratings could be downgraded if the Company's balance sheet deteriorates as a result of financial policies oriented towards shareholders or from large debt-financed acquisitions. The ratings could experience downward pressure if TriZetto's operating performance falls short of expectations, such that Debt-to-EBITDA leverage increases above 5.5x and free cash flow weakens to low single digit percentages of total debt. Conversely, upward rating momentum could develop if TriZetto's business profile strengthens with increasing scale and growing diversity of revenues from expanded product solutions and good market penetration. Moody's could raise TriZetto's ratings if it maintains good competitive position, generates strong cash flow growth driven by earnings growth, and demonstrates it can accommodate its growth strategy and fiscal objectives -- including potential debt-financed shareholder returns -- and still sustain Total Debt/EBITDA (Moody's adjusted) of less than 4.0x. The last rating action on TriZetto took place on September 23, 2010, when Moody's affirmed TriZetto's CFR and maintained a stable outlook in connection with the Company's plans to amend it existing credit facility and redeem senior notes. On July 24, 2008 Moody's assigned TriZetto a first-time B1 corporate family rating and Ba3 ratings to its senior secured credit facilities. The principal methodologies used in this rating were Global Business and 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. Headquartered in Greenwood Village, Colorado, TriZetto is a provider of information technology solutions to the healthcare industry. TRIZETTO GROUP: S&P Affirms 'B' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Denver-based The TriZetto Group Inc.; all ratings are removed from CreditWatch, where they were placed with positive implications on Sept. 20, 2010. "We also revised the outlook on the company to stable from positive," S&P stated. "At the same, we assigned a 'B' issue-level rating and '3' recovery rating to TriZetto's proposed $750 million first-lien senior secured credit facility, consisting of a $100 million revolving credit facility due 2016 and a $650 million term loan B due 2018. The '3' recovery rating indicates our expectations for meaningful (50%-70%) recovery for lenders in the event of a payment default. The company will use the proceeds from the new senior secured facilities to refinance its existing debt and to complete an acquisition," S&P noted. "The rating on TriZetto reflects the company's narrow business profile, tepid organic growth, highly leveraged financial profile, and an acquisitive growth strategy," said Standard & Poor's credit analyst Andrew Chang. TriZetto's solid customer base, revenue visibility and positive industry trends, reflecting increasing adoption of electronic health records (EHR), partially offset those factors. "The outlook revision to stable reflects increased leverage pro forma for the Gateway acquisition," added Mr. Chang. TROPICANA ENT: Yung Wants Lightsway Amended Suit Dismissed ---------------------------------------------------------- Defendants William J. Yung, III; Wimar Tahoe Corporation, f/k/a Tropicana Casinos and Resorts, Inc; and Columbia Sussex Corporation ask the U.S. Bankruptcy Court for the District of Delaware to dismiss in its entirety Lightsway Litigation Services, LLC's Amended Complaint for failure to state a claim pursuant to the Rules 7008 and 7012 of the Federal Rules of Bankruptcy Procedure and Rule 8(a)(2) and 12(b)(6) of the Federal Rules of Civil Procedure. Lightsway serves as trustee of the Tropicana Litigation Trust. The Amended Complaint asserts claims for breach of fiduciary obligation against Mr. Yung; aiding and abetting Mr. Yung in breach of fiduciary obligation against Columbia Sussex and Wimar; breach of contract against Columbia Sussex and Wimar; breach of implied covenant of fair dealing against Columbia Sussex and Wimar; and equitable subordination against all of the Defendants. Lightsway's second effort to adequately plead these causes of action is again "woefully deficient," both legally and factually, Sandra G. M. Selzer, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware, contends. She argues that the causes of action are based on "conclusory allegations that violate controlling pleading standards and does not set forth legally plausible claims." Ms. Selzer asserts that the Amended Complaint should be dismissed for these reasons: * Lightsway's claim for breach of fiduciary duty does not sufficiently allege the existence of a fiduciary duty owed by Mr. Yung to the Debtors. Mr. Yung did not owe a fiduciary duty to the Debtors as the alleged sole equity owner of the Debtors having the right to "financially enrich" himself and Wimar at the expense of the Debtors. Lightsway does not have standing to bring the claim for reach of a fiduciary duty, whereas here, improper conduct of Mr. Yung is imputed to the Debtors. * Since Lightsway's breach of fiduciary duty claim is precluded, its claim against Columbia Sussex and Wimar for aiding and abetting must also be dismissed. The aiding and abetting claim is also precluded under the intracorporate conspiracy doctrine. * Lightsway has not alleged the existence of a valid contract or its essential terms, which were allegedly breached. * Lightsway's breach of the implied covenant of fair dealing fails because none of the relevant jurisdictions recognize such a claim as an independent cause of action based on the facts alleged by Lightsway, and that claim is nothing more than a regurgitation of its breach of contract claim. * Lightsway's equitable subordination claim does not allege sufficient facts establishing that Lightsway is entitled to such equitable relief. The Amended Complaint also fails to allege that any of the claims sought to be subordinated have been "allowed," which is a prerequisite to pursuing such a claim. The Defendants filed their Motion to Dismiss on April 1, 2011, in accordance with a Court-approved stipulation among the parties involved in Lightsway's Amended Complaint. About Tropicana Entertainment Tropicana Entertainment Inc. is a publicly reporting company that, along with its affiliates, owns or operates nine casinos and resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey. The Company owns approximately 6,000 rooms, 9,000 slot positions and 250 table games. In addition, the Company owns a development property in Aruba. The company is based in Las Vegas, Nevada. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Tropicana Entertainment Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: Steering Committee Demands Documents from E&Y ------------------------------------------------------------ The Steering Committee of Lenders to Tropicana entities known as the OpCo Debtors asked the U.S. Bankruptcy Court for the District of Delaware to compel Ernst & Young LLP to produce certain documents responsive to the Steering Committee's January 21, 2011 First Request for the Production of Documents to the firm in connection with the Steering Committee's objection to the firm's final fee application. Vivian A. Houghton, Esq., in Wilmington, Delaware, counsel to the Steering Committee, notes that Ernst & Young has identified certain non-privileged documents responsive to the Document Requests that contain confidential tax information regarding the Tropicana Delaware Debtors, which cannot be disclosed without either a consent executed by the Debtors and various non-debtor affiliates or an order of the Court. Those documents include detailed descriptions of the work that Ernst & Young performed in connection with the preparation of the Debtors' tax returns. Ernst & Young will produce the Confidential Tax Documents if directed by the Court. The Steering Committee has thus agreed to extend the deadline by which Ernst & Young must produce documents responsive to the Document Request until the date by which the Court enters an order directing the firm to produce the documents. The Steering Committee has further agreed that all other objections raised by Ernst & Young in its response to the Steering Committee's Fee Objections are preserved. In an order dated April 6, 2011, Judge Kevin J. Carey ordered Ernst & Young to produce the Confidential Tax Documents responsive to the Document Requests. K&E Seeks to Bifurcate Discovery & Hearing on Fee Objections Kirkland & Ellis LLP asks Judge Carey to: (i) bifurcate discovery and hearing on objections to the final fee applications of certain professionals; and (ii) further amend the amended order setting a discovery and hearing schedule for the Final Fee Applications. Kirkland & Ellis specifically asks the Court to adopt a new schedule that bifurcates the contested matter into two parts: (1) The Court should maintain the current hearing date for the dispute regarding the allocation of fees and expenses between the OpCo Debtors and the LandCo Debtors, but extend the discovery schedule related to that dispute by two weeks; and (2) The Court should reserve a hearing date approximately two months after the resolution of the "Allocation Dispute" to enable sufficient discovery before addressing the specific objections to the professionals' fee applications. As previously reported, the LandCo Debtors filed an omnibus objection to the final fee applications of AlixPartners, LLP; Capstone Advisory Group; Ernst & Young, LLP; Lazard Freres & Co.; Lionel, Sawyer & Collins; Morris, Nichols, Arsht & Tunnell LLP; Paul, Hastings, Janofsky & Walker LLP; Richards, Layton & Finger, P.A.; Stroock & Stroock & Lavan; and Warren H Smith & Associates, P.C. as well as a separate objection to the final fee application of Kirkland & Ellis. The Steering Committee of Lenders to the OpCo Debtors also filed an omnibus objection to the final fee applications of AlixPartners, Capstone, E&Y, Kirkland, KPMG LLP, Lazard, Paul Hastings, Richards Layton, and Stroock. Stephen C. Hackney, Esq., counsel for Kirkland & Ellis, notes that many of the objections filed by the OpCo Steering Committee and the LandCo Debtors relate to overlapping or similar issues. In general, the Fee Objections can be grouped into four categories: (i) the Allocation Dispute, (ii) the reasonableness objections, (iii) the Lazard completion fee objection, and (iv) the Kirkland malpractice and conspiracy objection. The amended and bifurcated schedule, Mr. Hackney tells the Court, will allow these matters to proceed in a reasonable fashion that will enable the parties and the Court to focus on an effective threshold issue, which is allocation, the resolution of which could promote settlement discussion. "Moreover, bifurcating the matter is necessary because the current discovery schedule is unworkable," Mr. Hackney contends. The Current Scheduling Order, he notes, does not provide enough time to conduct all of the depositions that have been noticed. About 37 depositions of 29 unique deponents have been noticed for a 10-day period from March 30 through April 8, 2011, while many professionals still have not received any documents or been able to agree on a schedule for their depositions, he points out. As a result, there are several pending discovery disputes, which have and will continue to delay the parties' efforts to prepare for the hearing. The number of pending issues and parties has restricted meaningful coordination and settlement discussions among the parties, according to Mr. Hackney. "In total, the OpCo Steering Committee and the LandCo Debtors have raised 21 objections to the Final Fee Applications of 12 different professionals," Mr. Hackney says. The LandCo Debtors and the OpCo Steering Committee have requested the disallowance of more than $19,000,000 in fees and expenses; and the LandCo Debtors and the OpCo Steering Committee themselves are engaged in a dispute regarding the allocation of fees and expenses among the Debtors. Kirkland & Ellis proposes a schedule that allows discovery on the Allocation Dispute to continue through April 22 with the aim to resolve that dispute at the hearing scheduled for May 11 to 12. After the resolution of that issue provides clarity regarding the magnitude of each Objector's dispute with the various professionals, the parties should engage in discovery on the objections raised against the professionals, with a hearing on those issues to be scheduled approximately two months after the resolution of the Allocation Dispute, Mr. Hackney relates. The proposed Second Amended Scheduling Order extends the dates and deadlines for the Allocation Dispute by two weeks; maintains the current hearing date for the Allocation Dispute; and extends the dates and deadlines for the remaining objections until after the resolution of the Allocation Dispute. A copy of the proposed Second Amended Scheduling Order and a blacklined version comparing the Second Amended Scheduling Order to the Amended Order are available at no charge at: http://bankrupt.com/misc/Tropi_Prop2ndAmSkedOrdBifu033011.pdf Joinders and Responses to Bifurcation Motion Stroock & Stroock & Lavan LLP and AlixPartners, LLP, join in and fully support the Bifurcation Motion of Kirkland & Ellis. Capstone Advisory Group, LLC and Ernst & Young LLP have also expressed to AlixPartners their full support for the Bifurcation Motion and Joinder. The Liquidating LandCo Debtors and Tropicana Las Vegas, Inc. aver that they do not oppose the relief requested in Kirkland's Bifurcation Motion, and state that bifurcating the Allocation Dispute from the remaining issues subject to the Fee Objections "makes good sense." On behalf of the Tropicana Parties, M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, agrees that resolving the Allocation Dispute before addressing the reasonableness and allowance of the Professionals' final fee requests will minimize -- if not eliminate -- the Professionals' involvement in the Allocation Dispute and should promote settlement discussions relative to the remaining fee issues. The Tropicana Parties, however, are concerned that the proposed Second Amended Scheduling Order unilaterally shortens the period within which parties may prepare their prehearing memoranda after submission of responses to the Fee Objections by the Professionals to one week, and requires that the prehearing memoranda be filed at the same time as the joint pretrial memorandum. Mr. Cleary asserts that the Tropicana Parties is entitled two weeks to review and respond to the Professionals' responses to the LandCo Fee Objection. Accordingly, the Tropicana Parties submitted an alternative form of scheduling order that restores the previous briefing time periods, a copy and a blacklined version of which are available at no charge at: http://bankrupt.com/misc/Tropi_TropLVprop2ndAmSked040511.pdf The Steering Committee also supports the Bifurcation Motion and believes that it can streamline the case; save judicial resources; eliminate some costly discovery; and may lead to fruitful settlement discussions. The Steering Committee, however, believes that some irregularities may have occurred, which require a certain amount of discovery to take place. The Steering Committee specifically requests (i) an additional week to take discovery of certain witnesses after it receives all the documents it has requested, and (ii) that depositions not be limited to 3-1/2 hours, but rather a six-hour limitation be in place and that it be allowed to take a total of nine depositions. Moreover, the Steering Committee objects to the attempt by Kirkland & Ellis to insert a certain paragraph into the order, which paragraph was not in the previously circulated proposed order. According to Vivian A. Houghton, Esq., in Wilmington, Delaware, counsel to the Steering Committee, the paragraph which provides, "The resolution of the Allocation Dispute will create, at most, an inter-Debtor claim and will not result in disgorgement of fees or expenses from any of the Professionals," is substantive in nature and in effect, attempts to resolve a major issue in the case without discovery and briefing, and on shortened notice. In light of the issues raised and the fact that it has not received all requested documents, the Steering Committee seeks an April 29, 2011 cut-off date, instead of the proposed date of April 22 in order to make certain depositions. The Steering Committee plans on taking these depositions: * AlixPartners, LLP, Rule 30(b)(6) Representative and John Castellano and Robert Allbergotti; * Lazard Freres & Co., Patrick Shropshire; * The LandCo Debtors, Rule 30(b)(6) Representative; * Kirkland & Ellis LLP, Rule 30(b)(6) Representative; * Stroock & Stroock & Lavin, Rule 30(b)(6); * Ernst & Young, LLP, Rule 30(b)(6) Representative; and * Capstone Advisory Group, LLP, Rule 30(b)(6) Representative. Assuming that the Bifurcation Motion is granted, the Steering Committee urges the Court to ask each party who they plan to depose and call as witnesses in order to determine if the amended schedule is workable. About Tropicana Entertainment Tropicana Entertainment Inc. is a publicly reporting company that, along with its affiliates, owns or operates nine casinos and resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey. The Company owns approximately 6,000 rooms, 9,000 slot positions and 250 table games. In addition, the Company owns a development property in Aruba. The company is based in Las Vegas, Nevada. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Tropicana Entertainment Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) UNIGENE LABORATORIES: To Invest $1.5 Million in Tarsa ----------------------------------------------------- Unigene Laboratories, Inc., announced that on April 8, 2011, along with the founding investors of Tarsa Therapeutics, the Company entered into an agreement to purchase $1.5 million in convertible promissory notes and warrants from Tarsa to help fund Tarsa's business operations into the first half of 2012. Tarsa has selected Unigene to conduct the stability testing for its oral calcitonin and has agreed to pay Unigene $1.04 million for these services. The stability testing results will be included in Tarsa's new drug application to the Food and Drug Administration that Tarsa expects to file before the end of 2011. Unigene licensed development and commercialization rights to its oral calcitonin product to Tarsa in 2009. Ashleigh Palmer, Unigene's President and Chief Executive Officer stated, "Our strategic investment in Tarsa sends a clear signal of our confidence in its potential to be the first oral calcitonin to reach the market, bolstered by the positive Phase 3 top-line results from the ORACAL study announced last month. We believe Tarsa is committed to making significant advancements over the course of the year with its partnering discussions and commercialization strategy. Tarsa's success in advancing its oral calcitonin through regulatory approval has the potential to represent a major game-changing event for Unigene, and we believe maintaining a 20% ownership on a fully diluted basis in Tarsa will maximize the value of this asset to our shareholders." On March 24, 2011 Unigene announced that statistically significant top-line results from Tarsa's Phase 3 ORACAL study of oral calcitonin for postmenopausal osteoporosis validate its proprietary oral peptide drug delivery technology. The ORACAL study achieved its primary endpoint that was agreed with the FDA through a formalized Special Protocol Assessment process. Tarsa also plans to submit a Marketing Authorization Application to the European Medicines Agency in the first half of 2012. Unigene announced that following the $1.5M investment in Tarsa and upon receipt of the service fees to conduct the stability testing of the oral calcitonin product, its cash runway is expected to extend into the second half of 2012. About the Phase 3 ORACAL Study The ORACAL study is a Phase 3 multinational, randomized, double- blind, double-dummy placebo-controlled trial of oral recombinant salmon calcitonin compared to commercially available synthetic salmon calcitonin administered by nasal spray. The ORACAL study's primary endpoint was the percent change in lumbar spine bone mineral density (BMD) after one year of treatment. The results of the study demonstrated that oral salmon calcitonin was significantly superior to placebo and non-inferior to nasal salmon calcitonin spray in increasing BMD at the lumbar spine after one year of treatment. The trial enrolled 565 postmenopausal women with established osteoporosis in six countries. The trial also assessed the tolerability of oral calcitonin, which was similar to that of calcitonin administered by nasal spray and to placebo. Tarsa expects that the full data from the study will be presented in a prestigious, peer-reviewed forum in the second half of 2011. Calcitonin is approved for the treatment of postmenopausal osteoporosis, but its use has been limited by the fact that it is currently available only in intranasal and injectable forms. The efficacy of this oral calcitonin tablet formulation in delivering the desired blood levels of calcitonin and reducing levels of biomarkers of bone resorption has been demonstrated by Unigene in prior clinical studies. About Unigene's Investment in Tarsa Therapeutics On April 8, 2011 Unigene purchased from Tarsa (i) a convertible promissory note in the original principal amount of $1,517,999.95 and (ii) a warrant to purchase up to an aggregate of 157,349 shares of Tarsa's Series A Convertible Participating Preferred Stock. The Note accrues interest at a rate equal to 8% per annum and matures on March 31, 2012, subject to earlier conversion or acceleration. The Warrant is exercisable immediately and for a period of eight years at an exercise price of $1.00 per share, which is subject to adjustment as set forth in the Warrant. In 2009, Unigene licensed its proprietary late-stage oral calcitonin program to Tarsa Therapeutics, a venture-financed company founded to conduct Phase 3 clinical testing and oversee commercialization arrangements for the oral calcitonin product. Tarsa owns exclusive development and worldwide commercialization rights to Unigene's oral calcitonin product, with the exception of China. Unigene currently owns a 20% stake in Tarsa on a fully diluted basis, subject to the potential for further dilution, and is eligible to receive sales-related milestone payments and royalties on worldwide sales. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended Dec. 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of Dec. 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. The Company reported a net loss of $27.86 million on $11.34 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $13.37 million on $12.79 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $28.47 million in total assets, $68.89 million in total liabilities and $40.42 million in total stockholders' deficit. VITRO SAB: Refiles Chapter 15 Petition as Mexico Case Reinstated ---------------------------------------------------------------- Vitro SAB on April 14 filed a petition for recognition of its Mexican reorganization in U.S. Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754). 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, commencing its voluntary concurso mercantil proceedings -- the Mexican equivalent of a prepackaged Chapter 11 reorganization. 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. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. The judge said Vitro couldn't push through a plan to buy back or swap US$1.2 billion in debt from bondholders based on the vote of US$1.9 billion of intercompany debt when third-party creditors were opposed. Vitro as a result dismissed the Chapter 15 petition following the ruling by the Mexican court. On April 12, 2011, an appellate court in Mexico reinstated the reorganization. In the present Chapter 15 case, the Debtor seeks to block any creditor suits in the U.S. pending the reorganization in Mexico. As of Dec. 31, 2010, Vitro's aggregate outstanding third-party consolidated indebtedness was approximately $1.710 billion. In addition, Vitro SAB's aggregate outstanding indebtedness to its direct and indirect subsidiaries was approximately $2.022 billion. 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 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. 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 15 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 April 6 agreed to put Vitro units -- Vitro America LLC and three other U.S. subsidiaries -- that were subject to the involuntary petitions into voluntary Chapter 11. VITRO SAB: Chapter 15 Case Summary ---------------------------------- Chapter 15 Debtor: Vitro, S.A.B de C.V. Av. Ricardo Margain Zozaya # 400 Col. Valle del Campestre San Pedro Garza Garca, N.L. 66265 Mexico Chapter 15 Case No.: 11-11754 Chapter 15 Petition Date: April 14, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Sean H. Lane About the Debtor: Vitro S.A.B. (BMV: VITROA) 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 SAB commenced 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. Vitro withdrew the Chapter 15 petition after a Mexican Court dismissed the Concurso Mercantil proceedings in Mexico in January 2011. Vitro has filed a new Chapter 15 case after an appellate court in Mexico in April reinstated the prepackaged reorganization Vitro filed last year under that country's concurso mercantile. Foreign Representative: Alejandro Francisco Sanchez-Mujica, as Foreign Representative of Vitro, S.A.B de C.V. Miami, FL 33131 Foreign Representative's Counsel: Dennis F. Dunne, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 1 Chase Manhattan Plaza New York, NY 10005 Tel: (212) 530-5000 Fax: (212) 530-5219 E-mail: ddunne@milbank.com Estimated Assets: More than US$1 Billion Estimated Debts: More than US$1 Billion Affiliates that elected to send themselves to Chapter 11 protection in the U.S. on April 6, 2011, before the U.S. Bankruptcy Court for the Northern District of Texas, in Dallas: Debtor Case No. ------ -------- Vitro America, LLC 10-47473 Super Sky Products, Inc. 10-47475 Super Sky International, Inc. 10-47476 VVP Finance Corporation 10-47482 The four entities were among the 16 subject to involuntary Chapter 11 petitions filed by noteholders who oppose Vitro's plan, 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. WASHINGTON MUTUAL: FDIC Seeks Dismissal of Reconveyance Actions --------------------------------------------------------------- Bankruptcy Law360 reports that the Federal Deposit Insurance Corp., as receiver for Washington Mutual Inc., asked a California federal judge Monday to throw out proposed class action lawsuits seeking damages for the belly-up bank's failure to properly record reconveyances of home loans. Since WaMu no longer exists, the FDIC told the U.S. District Court for the Central District of California, the suits are now governed by the Financial Institutions Reform Recovery, and Enforcement Act of 1989 (FIRREA). About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500 million to $1 billion with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. Fred S. Hodera, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York City and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unseucred Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which acquired WaMu's assets prior to the Petition Date. On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion determining that the global settlement agreement, among certain parties including WMI, the Federal Deposit Insurance Corporation and JPMorgan Chase Bank, N.A., upon which the Plan is premised, and the transactions contemplated therein, are fair, reasonable, and in the best interests of WMI. Additionally, the Opinion and related order denied confirmation, but suggested certain modifications to the Company's Sixth Amended Joint Plan of Affiliated Debtors that, if made, would facilitate confirmation. Washington Mutual has filed with the U.S. Bankruptcy Court for the District of Delaware a Modified Sixth Amended Joint Plan and a related Supplemental Disclosure Statement. The Company believes that the Modified Plan has addressed the Bankruptcy Court's concerns and looks forward to returning to the Bankruptcy Court to seek confirmation of the Modified Plan. The hearing for approval of the Disclosure Statement is set for March 21. WATCHWOOD LLC: Trustee to Auction Off Hagerstown Hotel ------------------------------------------------------ Herald-Mail.com reports that Richard E. Hagerty, substitute trustee with Troutman Sanders LLP of McLean, Virginia, held a foreclosure auction for the Hagerstown Hotel and Convention Center property. VFC Partners 8 LLC submitted a $2 million bid for the Hotel at the auction. According to the report, VFC is the owner of the promissory note on the hotel and convention center. Once the sale receives approval from Washington County Circuit Court, VFC will acquire ownership of the 108-room hotel and convention center situated on more than six acres at 1910 Dual Highway. About Watchwood LLC Watchwood LLC bought the Hagerstown Hotel & Convention Center from the late restaurateur and businessman Nick Giannaris in 2006 for $7.4 million. The property was scheduled for a foreclosure auction in August 2009, but the owners filed for Chapter 11 bankruptcy protection just hours before the auction was scheduled to begin. Chapter 11 documents filed at that time showed the owners owed BB&T $5.5 million. Based in Hagerstown, Maryland, Watchwood LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 09-24690) on Aug. 10, 2009. Judge Thomas J. Catliota presides over the case. Craig Palik, Esq., represents the Debtor. The Debtor estimated assets of less $50,000, and estimated debts of between $1 million and $10 million. WAVE HOUSE: Wants Plan Filing Exclusivity Until June 1 ------------------------------------------------------ Wave House Belmont Park LLC asks the U.S. Bankruptcy Court Southern District of California to extend its exclusive periods to: (a) file a Chapter 11 plan until June 1, 2011; and (b) solicit acceptances of that plan until July 30, 2011. The Debtor contends that it needs more time to resolve a large contingency in its adversarial action over a lease of a park filed against the city of San Diego, California, before it can file a plan of reorganization. The Debtors adds that the resolution of this contingency will determine what "shape" its plan will take. The hearing to consider the extension motion is continued to April 28, 2011. The hearing was originally set for Feb. 11, 2011, but was subsequently continued. San Diego, California-based Wave House Belmont Park, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 10-19663) on Nov. 3, 2010. John L. Smaha, Esq., at Smaha Law Group, APC, assists the Debtor in its restructuring effort. Wave House, the company that operates the San Diego amusement area Belmont Park, filed for bankruptcy protection after the city imposed an eightfold increase in rent, Dow Jones' Small Cap reported early November. WAVE HOUSE: Amends Schedules of Assets and Liabilities ------------------------------------------------------ Wave House Belmont Park LLC submitted to the U.S. Bankruptcy Court for the Southern District of California its amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $20,000,000 B. Personal Property $8,225,298 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $16,507,623 E. Creditors Holding Unsecured Priority Claims $508,843 F. Creditors Holding Unsecured Non-priority Claims $594,589 ----------- ----------- TOTAL $28,225,298 $17,611,056 A copy of the Amended Schedule is available for free at: http://bankrupt.com/misc/WaveHouse_AmdSAL_01282011.pdf San Diego, California-based Wave House Belmont Park, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 10-19663) on Nov. 3, 2010. John L. Smaha, Esq., at Smaha Law Group, APC, assists the Debtor in its restructuring effort. Wave House, the company that operates the San Diego amusement area Belmont Park, filed for bankruptcy protection after the city imposed an eightfold increase in rent, Dow Jones' Small Cap reported early November. WOLVERINE TUBE: Files First Chapter 11 Plan after Pension Deal -------------------------------------------------------------- Bankruptcy Law360 reports that Wolverine Tube Inc. filed its first Chapter 11 joint plan for reorganization on Wednesday after reaching a settlement agreement with its pension plan manager the Pension Benefit Guaranty Corp. Law360 relates that cash payments under the plan will be funded by, among other things, Wolverine's business operations or the sale of assets, according to the proposed plan, filed in bankruptcy court. As reported in the Troubled Company Reporter on April 12, 2011, Wolverine Tube, Inc., signed a memorandum of understanding with the Pension Benefit Guaranty Corporation relating to a settlement of claims asserted by the PBGC. The settlement terms will be incorporated into Wolverine's plan of reorganization and have the support of the company's noteholders who earlier agreed to support the reorganization plan. The settlement remains subject to final effectiveness of Wolverine's reorganization plan, which is anticipated in the next 60 days, and the termination of Wolverine's defined benefit Retirement Plan in accordance with statutory requirements. Wolverine intends to move forward expeditiously to obtain Bankruptcy Court approval of its disclosure statement, complete its reorganization and emerge from bankruptcy. About Wolverine Tube Huntsville, Alabama-based Wolverine Tube, Inc., is a global manufacturer and distributor of copper and copper alloy tube, fabricated products, and metal joining products. The Company currently operates seven facilities in the United States, Mexico, China, and Portugal. It also has distribution operations in the Netherlands and the United States. Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-13522) on Nov. 1, 2010. Mark E. Felger, Esq., and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor. Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer Rose LLP, serve as the Debtor's special corporate and tax counsel. Deloitte Financial Advisory Services LLP is the Debtor's financial advisor. Donlin Recano & Company, Inc., is the Debtor's claim agent. The Debtor disclosed $115 million in total assets and $237 million in total debts at the time of the filing. Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523), Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No. 10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525), and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526) filed separate Chapter 11 petitions. No official committee of unsecured creditors has been appointed in the case. The Debtors filed a prearranged chapter 11 plan proposing to pay unsecured creditors in full and turning ownership of the reorganized company over to their noteholders. Z TRIM HOLDINGS: Incurs $10.91 Million Net Loss in 2010 ------------------------------------------------------- Z Trim Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $10.91 million on $903,780 in total revenues for the year ended Dec. 31, 2010, compared with a net loss of $12.21 million on $559,910 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 $5.78 million in total assets, $18.21 million in total liabilities, $326,885 in total commitments & contingencies and $12.75 million in total stockholders' deficit. As reported in the Troubled Company Reporter on April 12, 2010, M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations and requires additional financing to continue in operation. The Company said that for the year ended Dec. 31, 2009, it did not have enough cash on hand to meet its current liabilities or to fund on-going operations beyond one year. As a result, the report of independent registered public accounting firm included an explanatory paragraph in respect to the substantial doubt of the Company's ability to continue as a going concern. The Company's cash on hand as of Dec. 31, 2010 is $2,327,013. Since June 2010, the Company brought in $8,170,988 in funds through the sale of Preferred Stock, and our investors converted approximately $8,100,000 of convertible debt into common stock. In addition to the fundraising efforts, the Company intends to make capital expenditures necessary to increase its capacity and to reduce its cost per pound. Due to the expected increase in production capacity, the Company anticipates its sales for fiscal year ended Dec. 31, 2011 will approximately double those of fiscal year ended Dec. 31, 2010. Although the Company has recurring operating losses and negative cash flows from operating activities, the Company has positive working capital and believe it has enough cash on hand to satisfy current obligations. If the Company is unsuccessful in its plans to increase revenue and capacity, the impact may have a material impairment on its ability to continue as a going concern. A full-text copy of the Annual Report is available for free at: http://is.gd/VBR1wK About Z Trim Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food ingredient company which provides custom product solutions that help answer the food industry's problems. Z Trim's revolutionary technology provides value-added ingredients across virtually all food industry categories. Z Trim's all-natural products, among other things, help to reduce fat and calories, add fiber, provide shelf-stability, prevent oil migration, and add binding capacity -- all without degrading the taste and texture of the final food products. * Hinshaw Grows Florida Offices With 8 Ex-Yoss Attorneys -------------------------------------------------------- Bankruptcy Law360 reports that Hinshaw & Culbertson LLP on Tuesday announced an expansion of its Florida offices with the addition of eight attorneys from Yoss LLP, including the former chairs of the firm's real estate and bankruptcy practices. The new additions bring seven new partners, who started Monday, to Hinshaw's Miami and Fort Lauderdale, Fla., offices, including: -- Neil Rollnick, the former chair of Yoss's real estate practice and partner-in-charge of the firm's Coral Gables office; -- Charles Tatelbaum, the former head of Yoss's bankruptcy and creditors' rights practice; Former Yoss partners joining Hinshaw include Mitchell Bloomberg, Steven Cronig, Fernando Garcia, and Elizabeth Baker. Former Yoss senior associates Douglas Swalina and Jesse Keenan join Hinshaw as partner. * BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors, Volumes I and II ------------------------------------------------------------------ Author: James Avery-Webb Publisher: Beard Books Softcover: 788 pages for both volumes Price: $34.95 each volume; $49.95 set Review by Henry Berry Voluntary Assignments for the Benefit of Creditors is a 1999 update of the classic nineteenth-century work on the important financial and business instrument known as "voluntary assignments." The author of the original edition was Alexander M. Burrill, a noted legal scholar who also wrote a law dictionary and several other texts. Voluntary Assignments for the Benefit of Creditors is now in its sixth edition, with Avery-Webb authoring the update. As defined by the authors, voluntary assignments for the benefit of creditors are "transfers, without compulsion of law, by debtors, of some or all of their property to an assignee or assignees, in trust to apply the same, or the proceeds thereof, to the payment of some or all of their debts, and to return the surplus, if any, to the owner." Voluntary assignments offer businesspersons from small business owners to corporate executives great flexibility in raising capital. Considering the many ways that businesses can enter into voluntary assignments, the different ways of valuing properties "assigned," and the changing value of these properties over time, the law governing voluntary assignment is complex. The authors tackle the subject of voluntary assignments in all its breadth and depth. During the 1800s, when Burrill's work first came out, there were innumerable cases dealing with voluntary assignments. The case law of the 1800s remains authoritative, informative, and instructive today. To render it comprehensible, the authors break down the subject matter into its many facets, thereby allowing lawyers and others to quickly reference areas of interest. These cases are listed alphabetically, and comprise more than fifty pages in a front section titled "Table of Cases." Cases are also referred to in the text proper and in copious footnotes. The format of the text, including the footnotes, is the standard followed by many legal texts and handbooks, notably the multi- volume American Jurisprudence. The sections are numbered consecutively in forty-five chapters. There are 458 sections in all. The sections are relatively short, even though the subject of voluntary assignments is complex and there is bountiful case law. Readers can peruse general topics such as execution of the assignment, construction of assignments, sale of the assigned property, and the rights, duties, and powers of the assignee. More specific, detailed topics can be accessed using the index. There are two appendices. The first contains synopses of the statutes of every state and territory on voluntary assignments. The second appendix contains nearly thirty standard forms that can be used for various aspects of assignments. Although voluminous and rigorous in its commentary and legal citations, the two-volume Voluntary Assignments for the Benefit of Creditors is neither dense nor ungainly. Like a good lawyer breaking down a case so it can be comprehended by a jury of average persons, so does Burrill and Avery-Webb deal with the topic of voluntary assignments. Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career as a prominent attorney in New York City. ********* 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 ***