/raid1/www/Hosts/bankrupt/TCR_Public/110504.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, May 4, 2011, Vol. 14, No. 122
Headlines
6221 TMB: Voluntary Chapter 11 Case Summary
ADVANCED DISPOSAL: S&P Affirms 'B+' Corporate Credit Rating
AGE REFINING: No Fee Splitting Found Among Trustee's Counsel
ALERIS INT'L: Settles Southwire Claim for $3.3 Mil. Ahead of IPO
ALLEN SYSTEMS: S&P Affirms 'B' CCR, All Issue Ratings
AMER INCORPORATED: Voluntary Chapter 11 Case Summary
ASARCO LLC: Plan Admin. Wants CSM Compelled to Produce Docs.
ASARCO LLC: Karl Amends Suits; Plan Admin. Asks Discovery Time
ASARCO LLC: Wants Barclays $975,000 Add'l Fee Award Reversed
ASSOCIATED ESTATES: Moody's Upgrades Debt Shelf Rating to (P)Ba1
ATHANASIOS III: To Liquidate Assets Under Chapter 7
BERKLINE/BENCHCRAFT HOLDINGS: Files for Chapter 11 to Liquidate
BERKLINE/BENCHCRAFT HOLDINGS: Case Summary & Creditors List
BORDERS GROUP: To Assign Castleton Corner & Congress Ave. Leases
BORDERS GROUP: Proposes OCW Lease Termination Pact
BORDERS GROUP: Proposes TIAA Lease Termination Pact
BRUNDAGE-BONE: Bankruptcy Judge Approves Reorganization Plan
CAMBRIDGE COMMERCIAL: Voluntary Chapter 11 Case Summary
CANYON HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
CARIBE MEDIA: Files for Bankruptcy in Delaware
CELERITAS TECHNOLOGIES: Court Orders Chapter 11 Trustee
CENTRAL STATES: Bankr. Court Rules on Contract Dispute With Agra
CHINA VOICE: SEC Halts Ponzi Scheme by Co-Founder
CISCO BROS: Needs to Deal with Real Estate Loans
COLONIAL BANCGROUP: Plan Votes Tabulated; Plan Committee Named
CORDIA COMMUNICATIONS: Files for Ch. 11 to Sell; Sues Verizon
CORDIA COMMUNICATIONS: Case Summary & Creditors List
CORNERSTONE WORLD: Will Seek Chapter 11 Bankruptcy Protection
DALLAS DISCOUNT: Case Summary & 20 Largest Unsecured Creditors
DANIEL COOK: Court Denies Renewed Attempt for Injunctive Relief
EASTMAN KODAK: Incurs $246 Million Net Loss in March 31 Quarter
FEDERAL WAY: Case Summary & 20 Largest Unsecured Creditors
FIRST METALS: Defaults on Filing of Financials Due to Cash Woes
GATEHOUSE MEDIA: Incurs $18.2-Mil. Net Loss in March 27 Quarter
GENERAL AMERICAN: Dewey Fails to Revive Claim in Malpractice Suit
GREENBRIER COS: 38.6% of Outstanding 8 3/8% Notes Tendered
HEALTHSOUTH CORP: Reports $91.5-Mil. Net Income in March 31 Qtr.
HERCULES OFFSHORE: Incurs $14.2-Mil. Net Loss in March 31 Qtr.
HOMELAND ENTERPRISES: Case Summary & 20 Largest Unsec Creditors
IMPERIAL CAPITAL: Amends Plan Outline Ahead of June 9 Hearing
INDUSTRIAL ENTERPRISES: Sues Holland & Knight for Fraud
INNKEEPERS USA: Cerberus & Chatham Win Auction for 64 Hotels
ISLAND ONE: Plan Confirmation & Sale Hearings Resume Today
J SILVER: Payments to Chairman & Bank Lender Not Preferential
JACKSON HEWITT: Loan Extended May 20 for Restructuring Talks
JAVO BEVERAGE: Effective Date of Plan Anticipated to be on May 13
LEHMAN BROTHERS: Netherlands Unit's Trustee Objects to Plan
LEHMAN BROTHERS: Proposes Determination Process for 21,000 Claims
LEHMAN BROTHERS: Proposes Avoidance Claims Settlement Protocol
LEHMAN BROTHERS: LBSF Wants to Sell Interests in 1271 LLC
LEHMAN BROTHERS: LBI and JPM Agree on Return of $800-Mil.
MAJESTIC TOWERS: Files for Chapter 11 Protection
MAJESTIC TOWERS: Case Summary & 21 Largest Unsecured Creditors
MARVKY CORP: To Present Plan for Confirmation on May 25
MBIA INC: Says Dismissal of Bank Suit over Split Should Be Upheld
METROPARK USA: Enters Chapter 11 Aiming for Quick Sale
METROPARK USA: Case Summary & 30 Largest Unsecured Creditors
MIDWEST BANC: Asks for Delay Until May 25 of Plan Hearings
MOLECULAR INSIGHT: Intends to Deregister Common Stock
MONEYGRAM INT'L: Nigel Lee Agrees to Resign as EVP EMEAAP
MWM CARVER: Disclosure Statement Hearing Slated for May 25
OPTI CANADA: Six New Directors Elected at Annual Meeting
OTTER TAIL: Amends Plan After Assets Sale
PACIFIC AVENUE: Debt Buyer Poised to Get Control of Epicentre
PANOCHE VALLEY: Sec. 341 Creditors' Meeting Set for May 25
PARKWAY PLAZA: Voluntary Chapter 11 Case Summary
PFF BANCORP: Dist. Ct. Approves $3MM Settlement of ERISA Suit
PMC MARKETING: Debtor Not Estopped From Rejecting Lease
POWER CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
PURSELL HOLDINGS: U.S. Trustee Unable to Form Committee
REAL ESTATE MANAGEMENT: Voluntary Chapter 11 Case Summary
REVLON INC: Reports $10.40 Million Net Income in March 31 Qtr.
RIVERHEAD PARK: Court Confirms Third Amended Plan
ROBB & STUCKY: Seeks to Employ Streambank as IP Sales Agent
ROBB & STUCKY: Seeks to Employ GA Keen as Real Estate Advisor
SAINT VINCENTS: Wants to Settle with Insurers over Maing Action
SAND HILL: Gets Nod to Sell Water Disposal Business for $20-Mil.
SATELITES MEXICANOS: Proposes to Employ Advisors, Attorneys
SBARRO INC: To Hire Cadwalader Wickersham & Taft as Counsel
SCHUTT SPORTS: Seeks to Extend Exclusive Filing Period to July 5
SEDONA DEVELOPMENT: Plan Exclusivity Extended to June 28
SOUTH EDGE: Homebuilders Can't Appeal Involuntary Petition
SPANSION INC: To Purchase Claims From Silver Lake for $29MM
SPECIALTY TRUST: Seeks Cecilia Lee as Special Board Counsel
STAR NEWS: Case Summary & 12 Largest Unsecured Creditors
STEPHEN YELVERTON: Ludwig & Robinson Suit Remanded to State Court
SUFFOLK REGIONAL: Hires Garden City as Claims and Noticing Agent
SW OWNERSHIP: Hires CB Richard Ellis as Appraiser
TEE INVESTMENT: Seeks Alan R. Smith as Main Bankruptcy Counsel
UNITED CONTINENTAL: To Hold Annual Stockholders Meeting on June 8
UNITED CONTINENTAL: CEO Smisek Targets Business Travelers
UNITED CONTINENTAL: D&Os Disclose Ownership of Stock
VITRO SAB: Mexican Court Rejects Involuntary Bankruptcy Petition
VITRO SAB: Sun Capital Unit Offers $45MM for U.S. Units
VITRO SAB: Obtains Restraining Order Against Aurelius, Noteholders
WAGSTAFF PROPERTIES: Voluntary Chapter 11 Case Summary
WATERSCAPE RESORT: Faces Off With Pavarini Over Probe Request
WILLIAM F LOFTUS: Organizational Meeting to Form Panel on May 11
WINN-DIXIE: 11th Cir. Upholds Ruling Against Landlords' Claims
W.R. GRACE: Canadian ZAI Counsel Proposes to Hire Collectiva
W.R. GRACE: Objects to Illinois Revenue Dept.'s $3.4MM Claim
W.R. GRACE: York, et al., Acquire More Shares of Grace Equity
W.R. GRACE: Maryland Casualty Submits Cross-Appeals on Plan Order
* Upcoming Meetings, Conferences and Seminars
*********
6221 TMB: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 6221 TMB LLC
6221 Tacoma Mall Blvd
Tacoma, Wa 98409
Bankruptcy Case No.: 11-43435
Chapter 11 Petition Date: April 28, 2011
Court: United States Bankruptcy Court
Western District of Washington (Tacoma)
Judge: Paul B. Snyder
Debtor's Counsel: Jordan K. Foster, Esq.
MAHER AHRENS FOSTER SHILLITO, PLLC
1145 Broadway, Suite 610
Tacoma, WA 98402
Tel: (253) 722-1700
E-mail: jordan@mafslaw.com
Scheduled Assets: $1,015,050
Scheduled Debts: $2,201,033
The Debtor did not file a list of its largest unsecured creditors
together with its petition.
The petition was signed by Dave Sinding, president.
ADVANCED DISPOSAL: S&P Affirms 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Jacksonville, Fla.-based Advanced Disposal
Services Inc. At the same time, Standard & Poor's assigned its
'B+' issue rating and '3' recovery rating to the company's
$425 million revolving facility due April 2016.
"The '3' recovery rating reflects our expectation of meaningful
recovery (50%-70%) in the event of a payment default. The agency
also withdrew its ratings on the company's previous $250 million
revolving credit facility and $150 million term loan B. Advanced
Disposal had total debt of approximately $365 million as of
March 31, 2011," S&P said.
"The rating affirmation reflects our view that following the
refinancing of its credit facilities, Advanced Disposal's
liquidity will remain adequate and that its debt maturity profile
will remain manageable," said Standard & Poor's credit analyst
James Siahaan. The company refinanced borrowings under the
previous $250 million revolving facility and $150 million term
loan (which were due in January of 2014 and 2015, respectively)
with drawings under the new $425 million revolving facility along
with the proceeds from the issuance of $43 million in convertible
preferred stock.
"Although the company remains leveraged, Advanced Disposal should
generate credit statistics that remain consistent with the current
rating. We anticipate that the company will keep its funds from
operations to adjusted debt ratio greater than 15%, which we
believe is an appropriate level for the current ratings," Mr.
Siahaan continued.
The ratings on Advanced Disposal reflect the regional solid waste
hauler's modest scale of operations, geographic concentration of
revenues and earnings, leveraged capital structure, and
acquisition-oriented growth strategy. The company's participation
in a recession-resistant industry, its fair degree of vertical
integration, and its solid profitability partially offset these
characteristics.
In Standard & Poor's opinion, the solid waste industry benefits
from favorable characteristics, including the high necessity of
services provided, which enhances the predictability of revenues
and renders participants less prone to experiencing heavy losses
during economic downturns.
With roughly $333 million in trailing-12-month revenues, Advanced
Disposal is a regional provider of non-hazardous solid waste
collection, transfer, recycling, and disposal services. Its
operations are concentrated in the southeastern U.S.
AGE REFINING: No Fee Splitting Found Among Trustee's Counsel
------------------------------------------------------------
WestLaw reports that a Chapter 11 trustee, in proposing to
utilize, as special counsel to prosecute avoidance claims against
the debtor's former officers, directors and shareholders, both the
law firm that served as general counsel to the trustee and a law
firm which represented a creditors' committee and which had
extensively investigated such causes of action while representing
the committee, under an arrangement by which firms would be
compensated at 85% of their normal billing rates and share evenly
in a 6% success fee, did not violate the statutory prohibition
against fee splitting. No "fee splitting" would occur, where each
firm was being retained independently by the trustee on the
promise of receiving 3% of any recovery and would look to the
trustee, not to the other firm, for payment. In re Age Refining,
Inc., --- B.R. ----, 2011 WL 710502 (Bankr. W.D. Tex.) (Clark,
J.).
The Honorable Leif M. Clark entered his Memorandum Decision (Doc.
835) on Feb. 22, 2011, rejecting the company's shareholder's
objection about the chapter 11 trustee's contingent fee
arrangement with his counsel.
About Age Refining
AGE Refining, Inc. owns a refinery in San Antonio, Texas. It
manufactures, refines and markets jet fuels, diesel products,
solvents and other highly specialized fuels.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Texas Case No. 10-50501) on Feb. 8, 2010. Aaron Michael
Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq.,
at Cox Smith Matthews Incorporated, represent the Chapter 11
debtor. The Company estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities in its
bankruptcy petition. About $29.6 million is owed to a group of
Construction Lenders led by JPMorgan Chase Bank, N.A., and
Chase Capital Corporation, and about $10 million is owed to
a group of Junior Lenders.
Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from Chief Executive Glen Gonzalez. In November
2010, the trustee filed suit against Mr. Gonzalez, alleging he
breached his fiduciary duty by dipping into Company coffers for
his personal use while paying himself an excessive salary and
stock distributions, according to My San Antonio.
ALERIS INT'L: Settles Southwire Claim for $3.3 Mil. Ahead of IPO
----------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that Aleris Corp.,
planning a $100 million initial public offering after leaving
bankruptcy last June, tied up a loose end in its Chapter 11 on
Friday when a Delaware judge approved a $3.3 million environmental
settlement with Southwire Co.
Carrollton, Ga.-based Southwire, which makes cables and machinery,
agreed to that sum in the form of a creditor claim after having
asserted that Aleris' bankruptcy estate owed it for costs
associated with cleaning a lode of toxic slag in Oxnard, Calif.,
according to Law360.
About Aleris International
Beachwood, Ohio-based Aleris International, Inc., is a global
manufacturer of aluminum products, serving primarily the
aerospace, building and construction, containers and packaging,
metal distribution, and transportation industries. Through its 42
production facilities located across North America, Europe, and
China, the company specializes in the manufacture and sale of
aluminum rolled and extruded products; aluminum recycling; and
specification alloy manufacturing. Its operations are split into
three reporting segments: Rolled Products North America (30% of
fiscal 2009 revenues), Recycling and Specification Alloys Americas
(19%), and Europe (51%). During the 12 months ended Sept. 30,
2010, Aleris generated approximately $3.9 billion of revenues.
Aleris and various affiliates filed for bankruptcy (Bankr. D. Del.
Lead Case No. 09-10478) on Feb. 12, 2009. The Hon. Brendan
Linehan Shannon presided over the cases. Stephen Karotkin, Esq.,
and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New
York, served as lead counsel for the Debtors. L. Katherine Good,
Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, served as local counsel. Moelis &
Company LLC, acted as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors. As of Dec. 31,
2008, the Debtors had total assets of US$4,168,700,000; and total
debts of US$3,978,699,000.
Judge Shannon confirmed Aleris' First Amended Plan of
Reorganization on May 13, 2010. Aleris emerged from Chapter 11
protection on June 1, 2010.
ALLEN SYSTEMS: S&P Affirms 'B' CCR, All Issue Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Naples, Fla.-based Allen Systems Group Inc. The
outlook is stable.
"At the same time, we affirmed our 'BB-' issue-level rating (two
notches higher than the 'B' corporate credit rating) on the
company's first-lien senior secured credit facility, which
includes the incremental $115 million term loan currently
contemplated and the original $80 million term loan raised in the
December 2010 quarter. The recovery rating is '1', indicating our
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default," S&P related.
S&P continued, "In addition, we revised the recovery rating on
ASG's senior secured second-lien notes to '4' from '3'; however,
the issue-level rating remains unchanged at 'B' (the same as the
corporate credit rating). The '4' recovery rating indicates our
expectation of meaningful (30%-50%) recovery for noteholders in
the event of a payment default."
Standard & Poor's expects ASG's pro forma operating lease-adjusted
leverage to improve toward the high-5x area from the low-6x area
through the second half of 2011.
"The improvement is based on our expectation of moderately growing
revenues and slightly improved to stable margins," said Standard &
Poor's credit analyst Joseph Spence. We expect operating expenses
to remain largely unchanged, as cost-cutting during the
integration of its recent acquisitions is offset by its
preparations to drive sales growth in the second half of
2011 by expanding its sales-related personnel from depressed
downturn levels," S&P added.
AMER INCORPORATED: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Amer Incorporated
3626 South Cooper Street, Suite 200
Arlington, TX 76015
Bankruptcy Case No.: 11-42517
Chapter 11 Petition Date: April 29, 2011
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: D. Michael Lynn
Debtor's Counsel: Kevin S. Wiley, Jr., Esq.
GANT & HICKS, PLLC
1409 South Lamar Street, Suite 711
Dallas, TX 75215
Tel: (214) 426-3906
Fax: (214) 426-3934
E-mail: kwileyjr@gantlawfirm.com
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 Halid Amer, president.
ASARCO LLC: Plan Admin. Wants CSM Compelled to Produce Docs.
------------------------------------------------------------
The Asarco Plan Administrator is asking the Bankruptcy Court to
compel the Colorado School of Mines to produce certain documents
that he has previously requested consisting of several categories
of responsive non-privileged documents associated with Claim No.
18309.
Prior to that, the Colorado School of Mines asked the Bankruptcy
Court for a protective order to prevent discovery of settlement-
related information with regard to the Asarco LLC Plan
Administrator's objection to its Claim No. 18309. The Plan
Administrator objected to the request.
In response to the Motion to Compel, the Colorado School of Mines
asks Judge Schmidt to deny the Plan Administrator's motion to
compel production of documents from being heard on an expedited
basis as an "emergency."
James B. Holden, Esq., Senior Assistant Attorney General, in
Denver, Colorado, contends that the Plan Administrator has not
established an emergency as required under the rules, and
Colorado School of Mines will be prejudiced because it would lose
almost a full work-week to respond to the allegations at a time
when its lead counsel is outside of the United States and will
not return until May 2, 2011.
The Plan Administrator's request for an expedited hearing is not
based on any emergency circumstance, but is solely the result of
his voluntary delay in filing the Motion to Compel that he was
planning to file for over two weeks, Mr. Holden argues. He
points out that Colorado School of Mines should not be punished
and prejudiced by the Plan Administrator's tardiness, if not
purposefulness, in filing the Motion to Compel.
This is particularly true given that there are no emergency
circumstances and Colorado School of Mines' lead counsel is
unavailable, Mr. Holden insists.
* * *
As per the minutes of an April 19, 2011 hearing, Judge Schmidt
will consider the Motion to Compel on May 6, 2011.
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 Aug. 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: Karl Amends Suits; Plan Admin. Asks Discovery Time
--------------------------------------------------------------
In a letter addressed to Judge George B. Daniels, Victor A. Karl
informed the U.S. District Court for the Southern District of New
York that he is amending his complaint in Case No. 05civ6489,
currently stayed in the New York District Court, in anticipation
of the Bankruptcy Court's ruling that the New York action will be
reactivated.
The original complaint was filed on July 18, 2005. The service
of process of the New York litigation could not be completed and
was interrupted early on after the Debtors filed for bankruptcy
protection in August 2005.
The amended complaint names additional defendants and a count to
recover Mr. Karl's benefits under ASARCO's Deferred Income
Benefit Plan. Mr. Karl alleges that two of his DIBs payments
were withheld by ASARCO subsequent to his filing of the original
complaint and subsequently to the bankruptcy filing.
Upon receipt of the reissuance of the summons and first amended
complaint by the New York District Court, Mr. Karl says he will
arrange for Service of Process on the defendants.
Plan Administrator Seeks Discovery Deadline Extension
The Plan Administrator asks the Bankruptcy Court, on an emergency
basis, for extension of discovery cutoff date in scheduling order
regarding Claim No. 2857 filed by Victor A. Karl, asserting a
general unsecured claim against ASARCO in an unliquidated amount.
The Plan Administrator seeks and extension of the Discovery
Cutoff Date through and including June 22, 2011, and a
correspondingly modified schedule for dispositive motions.
The Scheduling Order established April 22, 2011, as the discovery
deadline, and May 13, 2011, as the deadline to file dispositive
motions.
The day after entry of the Scheduling Order, the Plan
Administrator served his first set of interrogatories and first
requests for production of documents to Mr. Karl, Dion W. Hayes,
Esq., at McGuirewoods LLP, in Richmond, Virginia, tells Judge
Schmidt. Mr. Karl's responses to those discovery requests were
due on or before April 18, 2011.
Mr. Karl has indicated that he has not responded to the Plan
Administrator's Interrogatories and Document Requests and that he
will not do so in the future, Mr. Hayes informs the Court. He
adds that Mr. Karl has not served any discovery on the Plan
Administrator.
As a result of Mr. Karl's failure to comply with his discovery
obligations, discovery is incomplete, Mr. Hayes contends. The
Plan Administrator says he intends to file a motion to compel Mr.
Karl's discovery responses and a request for appropriate
sanctions, including disallowance of the Claim in its entirety
and recovery of the Plan Administrator's attorney's fees and
costs.
The prejudice to the Plan Administrator as a result of Mr. Karl's
failure to meet his discovery obligations is apparent, as is the
need to obtain full and complete discovery responses from Mr.
Karl so that the Plan Administrator has a full and fair
opportunity to present all relevant facts, which are essential to
justify his objection to the Claim, Mr. Hayes emphasizes.
Judge Schmidt will convene a hearing on April 28, 2011, to
consider the Plan Administrator's Motion to Extend.
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 Aug. 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: Wants Barclays $975,000 Add'l Fee Award Reversed
------------------------------------------------------------
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.
Barclays Capital Inc. collected $12.4 million under Lehman
Brothers Inc.'s and Barclays' engagement letters, but that
apparently is not enough, Marty L. Brimmage, Jr., Esq., at Haynes
and Boone, LLP, in Dallas, Texas, tells the U.S. District Court
for the Southern District of Texas, in a document containing
Asarco's reply brief.
Mr. Brimmage notes that according to Barclays, neither it nor
Lehman -- sophisticated financial advisory firms with deep
experience in complex Chapter 11 cases -- ever entered into an
agreement that paid them fairly for the services they agreed to
render in relation to the ASARCO LLC cases. So now, he cites,
Barclays must ask the Court to ratify a $975,000 fee-enhancement
award and render judgment that Barclays recover an additional $8
million in fee enhancements by taking far more credit than it is
due for Asarco Incorporated and Americas Mining Corporation's
willingness and ability to fund and close on a full-payment plan
of reorganization.
Any further enhancement for services Lehman and Barclays agreed
to provide at the rates set forth in their agreements, Mr.
Brimmage argues, would generate a massive windfall for a
sophisticated financial-services firm that was well-equipped to
predict and successfully negotiate in advance its desired
compensation scheme.
Reorganized ASARCO LLC and the Parent, through their reply brief,
explain why the $975,000 award to Barclays was erroneous and any
requests for further enhancements by Barclays should be denied in
their entirety. Mr. Brimmage maintains, among other things, that
the Bankruptcy Court properly exercised its discretion in finding
that Barclays (i) was not entitled to any enhancement under its
engagement letter, (ii) was fully compensated for the success of
this case -- the Parent's full-payment plan -- with a $5 million
transaction fee it has already been paid, and (iii) cannot meet
the "rare and exceptional" test to recover an additional $2
million fee enhancement.
Accordingly, ASARCO and the Parent ask the District Court to (i)
reverse the Bankruptcy Court's $975,000 enhancement award and
render judgment that Barclays take nothing on that claim, and
(ii) affirm the Bankruptcy Court's order denying Barclays' claims
for $8 million in additional fee enhancements.
Statement of Issues
Related to Barclays' Cross-Appeal
ASARCO and the Parent urge the District Court to determine
whether:
(1) the Bankruptcy Court properly exercised its discretion in
rejecting a $2 million fee enhancement based on Paragraph
6(f) of the Barclays Engagement Letter:
* Has Barclays established that the Bankruptcy Court's
findings of fact in support of its ruling on the $2
million enhancement claim were clearly erroneous; and
* Alternatively, is Barclays barred from enforcing
Paragraph 6(f) because it failed to subject the Barclays
Engagement Letter to "improvidence" review under Section
328(a) of the Bankruptcy Code; and
(2) the Bankruptcy Court properly denied a $6 million fee
enhancement predicated on the failed attempt to auction
the Southern Copper Corporation 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 Aug. 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)
ASSOCIATED ESTATES: Moody's Upgrades Debt Shelf Rating to (P)Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded Associated Estates' senior
unsecured debt shelf rating to (P)Ba1 from (P)Ba2. The rating
outlook is stable.
These ratings were upgraded with a stable outlook:
-- Associated Estates Realty Corporation. -- senior unsecured
debt shelf to (P)Ba1 from (P)Ba2; preferred stock shelf to
(P)Ba3 from (P)B1.
RATINGS RATIONALE
The rating actions reflect Associated Estates' consistently sound
operating performance, and progress in growing the size and
quality of its multifamily real estate portfolio. The upgrade also
reflects the REIT's continued improvement in credit metrics as a
result of significant common equity issuances in 2010.
Moody's notes Associated Estates' demonstrated resilient operating
performance through the recession, partly due to its mix of Class
A and Class B assets, which provide balance to its portfolio.
Same-store NOI increased 4.8% in 1Q11 and Moody's expects
continued earnings improvement due to the favorable outlook for
multifamily real estate fundamentals.
Associated Estates has also made significant progress in growing
the size and quality of its multifamily portfolio. The REIT
acquired $255M of properties in 2010, comprising about 27% of its
gross asset value. These are newer, high-quality properties, three
of which are located in northern Virginia and one in Dallas. These
purchases are consistent with the REIT's strategy of reducing its
presence in slower-growth Midwest markets via growth in other
markets.
Associated Estates maintains adequate liquidity and a well-
laddered debt maturity schedule, with no maturities remaining in
2011 and $81 million in 2012. Furthermore, the REIT's key credit
metrics have improved due to significant 2010 raises in equity
capital. Effective leverage (debt plus preferred stock as a % of
gross assets) was a modest 45% at 1Q11, down from 60% at YE09.
Fixed charge coverage was 2.2x at 1Q11 versus 1.5x in 2009, and
Moody's expects earnings growth will result in further
improvement.
These credit strengths are counterbalanced by Associated Estates'
small size, still high geographic concentration in Midwest
markets, and reliance on secured financing for its funding needs.
In addition, leverage is still modestly high as measured on a Net
Debt/EBITDA basis and EBITDA margins remain weak relative to its
multifamily peers.
The stable outlook reflects Moody's expectation that Associated
Estates will continue to grow and diversify its property
portfolio, while maintaining consistent credit metrics.
Moody's indicated that a rating upgrade would likely reflect
secured debt lower than 20% of gross assets, unencumbered assets
(gross book) greater than 60% of gross assets, gross assets closer
to $2.0 billion, and sound operating performance with fixed charge
coverage above 2.3x.
Negative rating pressure would likely reflect material
deterioration in operating performance, with fixed charge falling
below 2.0x on a sustained basis. Increased overall leverage (debt
plus preferred stock greater than 50% of gross assets on a
sustained basis) would also result in a ratings downgrade.
The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms,
published in July 2010.
Associated Estates Realty Corporation [NYSE; NASDAQ: AEC] is a
real estate investment trust (REIT) headquartered in Richmond
Heights, Ohio. The REIT's portfolio consists of 52 properties
containing 13,662 units located in eight states.
ATHANASIOS III: To Liquidate Assets Under Chapter 7
---------------------------------------------------
David Burger at the Salt Lake Tribune reports that the Chapter 11
case of Athanasios III, operator of the Harry O's nightclub in
Park City's Memorial Building, was converted to Chapter 7
bankruptcy. Athanasios was forcibly evicted by the building
owners last week after repeatedly failing to pay its rent in full
or on time.
Konstantine Deslis, a manager of Athanasios III, claimed that
Athanasios willingly filed for bankruptcy under Chapter 7, and
blames the Company's financial woes on interference from the
Memorial Building's owners, according to the report.
Athanasios III, LLC, filed for Chapter 11 bankruptcy (Bankr. D.
Utah Case No. 10-32726) on Sept. 16, 2010. Steven R. Paul, Esq.,
at Nelson, Snuffer, Dahle & Poulsen, P.C., represents the Debtor.
BERKLINE/BENCHCRAFT HOLDINGS: Files for Chapter 11 to Liquidate
---------------------------------------------------------------
Berkline/BenchCraft Holdings LLC, along with five subsidiaries,
filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-11369)
so the couch maker that specializes in home theaters can
liquidate.
The Debtors have a deal to sell their assets to Hilco Merchant
Resources, which won an auction for the assets pre-bankruptcy.
Berkline/Benchcraft is a unit of turnaround specialist Sun Capital
Partners Inc. Until their decision to liquidate, the Debtors,
with their "Berkline" and "Benchcraft" brands, held a number five
market share and had a growing presence in home theater seating
including reclining sofas, love seats, and sectionals.
"The global economic recession, and the accompanying unprecedented
downturn in the national housing market, led to a resulting steep
decline in the Debtors' sales," Keith Cooper, the Company's chief
restructuring officer, said in court papers filed in U.S.
Bankruptcy Court in Wilmington.
In February, Berkline hired FTI Consulting Inc. to help it
restructure and find a buyer. When Berkline was unable to sell
itself, the Company decided to liquidate and file for bankruptcy,
Mr. Cooper said in court papers.
Berkline has a $140 million, second-lien loan that is mostly owed
to its parent, SCSF Furniture LLC, which isn't in bankruptcy. A
total of $15 million is owed on a first lien term loan and
revolver from lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent. The Debtors also owe $12.5 million under
unsecured subordinated notes.
After cutting cost, Berkline and its related companies "have not
been able to generate sufficient cash flows to meet their
continuing obligations," Mr. Cooper said.
The Debtors will be filing a motion seeking authority to implement
a process to liquidate or sell substantially all of the Debtors'
inventory and related assets.
According to a court filing, prior to the Petition Date, the
Debtors and their advisors devoted substantial resources and
energy to examining ways in which to restructure the Debtors'
obligations to enhance the viability of the business going
forward.
The Debtors say that they do not have sufficient cash resources to
continue to operate their business, the value of their assets will
continue to decline absent a prompt sale. Therefore, after an
extensive prepetition process, the Debtors selected Great
American Group as the initial stalking horse bidder to purchase
substantially all of the Debtors' inventory and related assets and
to serve as the agent for a liquidation of such assets for a
Guaranteed Minimum cash payment of $2,265,000, together with
a sharing of proceeds pursuant to a formula whereby the Debtors
will receive 70% of such proceeds.
The Stalking Horse's bid was subject to higher and better bids
received through a public sale process and an auction. The
auction was held on April 26, 2011 and more than a dozen
interested parties were given access to information and diligence.
At the auction, six different bidders participated and made bids.
After more than 18 rounds of bidding, Hilco was the winning bidder
and the Guaranteed Minimum amount to be paid to the Debtors
increased by $451,000 -- net of the $65,000 breakup fee and
expense reimbursement to Great American -- and the sharing
percentage payable to the Debtors increased from 70% to 80%.
BERKLINE/BENCHCRAFT HOLDINGS: Case Summary & Creditors List
-----------------------------------------------------------
Debtor: Berkline/BenchCraft Holdings, LLC
aka Berkline
Silver Screen
BenchCraft
Natural Elements
Harris Scott
Motion Works
One Berkline Drive
Morristown, TN 37815
Bankruptcy Case No.: 11-11369
Affiliates that sought Chapter 11 protection on May 2, 2011:
Debtor Case No.
------ --------
Berkline/BenchCraft, LLC 11-11370
Berkline, LLC 11-11371
Blue Mountain Trucking Corporation 11-11372
BenchCraft, LLC 11-11373
BenchCraft International Sourcing, Inc 11-11374
Chapter 11 Petition Date: May 2, 2011
Court: U.S. Bankruptcy Court
District of Delaware (Delaware)
Debtor's Counsel: Kenneth J. Enos, Esq.
YOUNG, CONAWAY, STARGATT & TAYLOR
1000 West Street, 17th Floor
Wilmington, DE 19801
Tel: (302) 571-6600
E-mail: bankfilings@ycst.com
- and -
Michael R. Nestor, Esq.
YOUNG CONAWAY STARGATT & TAYLOR
The Brandywine Bldg.
1000 West Street, 17th Floor
P.O. Box 391
Wilmington, DE 19899
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: bankfilings@ycst.com
Debtors'
Co-Counsel: MORGAN, LEWIS & BOCKIUS LLP
Debtors'
CRO
Provider: FTI CONSULTING AS CRO.
Debtors'
Claims &
Notice Agent: EPIQ BANKRUPTCY SOLUTIONS
Total Assets: Not Stated
Total Debts: At least $167.5 million.
The petition was signed by Keith Cooper, chief restructuring
officer.
List of 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Zhejiang Ausen Industry Co. Ltd. Trade $4,269,417
Hengshan Road
Haining
Zhejiang Province, China
Haining Mengnu Group Co., Ltd. Trade $3,885,254
Longxing Road, #101
Economic Development Zone
Haining City, China
Ciar Spa Trade $782,198
Via V. Molaroni, 3
Loc. Borgo S. Maria
61100 Pesaro
Xiamen Comfort Science & Trade $653,816
Technology Group Cp., Ltd.
Technology Group
No. 18 So. Longshan Road
Xiamen, China 361009
Wal-Mart Stores, Inc. Trade $492,117
c/o Bank of America
P.O. Box 500787
Birmingham, AL 63150-0787
Foamex Trade $482,837
P.O. Box 100324
Atlanta, GA 30384
Foamworks, Inc. Trade $432,974
P.O. Box 5208
Cleveland, TN 37320-5208
Showplace Trade $345,879
HP Showplace Investors IV LLC
3655 Paysphere Circle
Chicago, IL 60674
Leggett & Platt, Inc. Trade $302,175
P.O. Box 69
Cleveland, TN 37311
Lakeway Container Trade $300,993
5715 Superior Drive
Morristown, TN 37814
Carroll Companies Inc. Trade $275,474
4002 Highway 421 South
Boone, NC 28607
Leggett & Platt (Taizhou) Co. Ltd Trade $274,675
Luotang Xi Road,
Economic Development Zone
Jingyan City
Jiangsu Province, China 225500
Ausen Enterprises (Shanghai) Co. Trade $270,179
369 Lutong Road,
Liantanf Ind. Park,
Qingpu, Shanghai, China 201715
Blue Cross Blue Shield of Alabama Trade $265,544
P.O. Box 12523
Birmingham, AL 35202-6523
Haining Kareno Furniture Co., Ltd. Trade $256,688
Quingyun Haining
Zhejiang, China
Culp Inc. Trade $253,098
Culp Velvets/Prints
P.O. Box 2686
Highpoint, NC 27261-2686
Taizhou Chenguang Vehicle Co. Trade $252,826
Taiwan Merchant Industry Reg.
Taizhou City
Jiangsu Province, China
Kirkland & Ellis, LLP Services $239,535
Penske Truck Leasing Co., L.P. Trade $235,786
Zhejiang Ausen Industry Co. Ltd Trade $216,200
Morgan Fabrics Trade $215,406
Evergreen Shipping Agency Trade $209,942
Whitesell Corporation - MS Trade $203,262
JTM Enterprises Trade $199,516
Bluelinx Corporation Trade $195,728
Topocean Consolidation Trade $186,490
Hanes Converting Co. Trade $180,198
Hayter Printing & Die Cutting Trade $176,243
Haining Kasen Leather Co., Ltd Trade $147,027
Raffel Systems Trade $144,842
BORDERS GROUP: To Assign Castleton Corner & Congress Ave. Leases
----------------------------------------------------------------
Borders Group Inc. and its affiliates seek the Bankruptcy Court's
authority to assume and assign two store lease agreements referred
to as the "Castleton Corner" and the "Congress Avenue" Leases.
The Leases and Subleases
The Castleton Corner Lease Agreement was entered into by Borders,
Inc. and Indianapolis Store No. 16, L.L.C., in November 2002 by
which the Debtors leased the premises located at 5612 Castleton
Corner Lane, in Indianapolis, Indiana 46205. The Lease will
expire on Dec. 31, 2017. Apart from unbilled 2011
prepetition common area and maintenance charges and taxes, the
Debtors are current on all obligations under the Castleton Corner
Lease, including the payment of February rent.
The Congress Avenue Lease Agreement was entered into by Borders
and Agree Limited Partnership in July 2004 by which the Debtors
leased the premises located at 525 N. Congress Ave., in Boynton
Beach, Florida 33426. The Lease will expire on July 31, 2024.
The Debtors owe $2,100 in prepetition rent, but are current on
all postpetition rent obligations under the Lease.
The Debtors also entered into related sublease agreements:
-- Borders subleased to Amish Furniture Mart, Inc., d/b/a
Simply Amish of Castleton, the Castleton Corner Premises.
The Sublease is set to terminate on Dec. 30, 2017.
-- Borders subleased to Off Broadway Shoes, Inc. the Congress
Avenue Premises. The Sublease is set to terminate on July
31, 2016.
Negotiations with Agree Limited
The Debtors engaged in negotiations with Agree Limited and its
affiliates in order obtain rent concessions at eight of their
locations. In an effort to reach a consensual global resolution,
the Agree Entities have agreed that in exchange for certain rent
concession for six of their locations, the Debtors will assign
the Lease Agreements and the Sublease Agreements governing Store
No. 16 and Store No. 150 to Agree Indianapolis LLC and Agree
Boynton LLC.
The parties specifically agree that:
1. Borders will assign and deliver to Agree Indianapolis all
of its right, title, and interest in the Castleton Corner
Lease Agreement and the Amish Sublease Agreement, and in
and to the leasehold estates created by the Castleton
Corner Lease Agreement and the Amish Sublease Agreement.
2. The Debtors will assign and deliver to Agree Boynton all of
their right, title, and interest in the Congress Avenue
Lease Agreement and the Off Broadway Sublease Agreement,
and in and to the leasehold estates created by the Congress
Avenue Lease Agreement and the Off Broadway Sublease
Agreement.
The Assignment Agreements will release the Debtors from any and
all obligations arising under the Lease Agreements and Sublease
Agreements, except as may be provided otherwise in the
Indianapolis Assignment Agreement. The Assignees will also
indemnify and hold the Debtors harmless from all costs, charges,
liability, damages and expenses incurred by the Debtors as a
result of any amounts due to the Sublease Agreements, which
accrued after entry of orders approving the Assignment
Agreements, or as a result of any breach by the Assignees of the
Sublease Agreements after the effective dates of the Assignment
Agreements.
Full-text copies of the drafts of the Assignment Agreements are
available for free at:
http://bankrupt.com/misc/Borders_PropAssignmentAgrs.pdf
Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, relates that by assuming and assigning the
Leases and Subleases, the Debtors will no longer be obligated to
pay the rent obligations or other obligations due under the Lease
Agreements, which will total at least $3.27 million over the
remaining terms of the Lease Agreements. The net savings to the
Debtors' estates will be approximately $10.1 million, after
accounting for the rent concessions and the assignment of the
Lease Agreements and Sublease Agreements to Agree Limited's
affiliates, he tells the Court.
In contrast, rejecting the Lease Agreements instead of the
proposed assumption and assignment would create a claim for
termination damages that could create a general unsecured claim
of approximately $399,210 collectively, after application of the
cap under Section 502(b)(6) of the Bankruptcy Code, according to
Mr. Glenn.
The Court will consider the Debtors' request on May 11, 2011.
Objections are due May 4.
About Borders Group
Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores. At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico. Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan. In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components. As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.
Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.
David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor. DJM Property
Management is the lease and real estate services provider. AP
Services LLC is the interim management and restructuring services
provider. The Garden City Group, Inc., is the claims and notice
agent.
Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.
National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.
The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010
Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.
Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain. (http://bankrupt.com/newsstand/or
215/945-7000)
BORDERS GROUP: Proposes OCW Lease Termination Pact
--------------------------------------------------
Borders Group and its affiliates seek the Bankruptcy Court's
permission to enter into a lease termination agreement with OCW
Retail-Hyannis, LLC.
In May 2007, Borders, Inc. and Danish Fishbrook Nominee Trust
entered into a ground lease, whereby the Debtors leased a parcel
of land located at Route 132 in Hyannis, Massachusetts. The
Debtors constructed a building on the premises, with the address
of 990 Lyannough Road, Hyannis, Massachusetts. In connection
with the Lease, Borders Group, Inc. entered into a lease guaranty
whereby BGI guaranteed all of the monetary obligations of
Borders, Inc. under the Lease. The Lease was later assigned by
Danish Fishbook to The 1993 Flatley Trust, and further assigned
by The 1993 Flatley to OCW Retail-Hyannis, LLC.
The Borders store located at the Hyannis Premises is a closing
store, and the liquidating agent of the Debtors conducted a store
closing sale that concluded on April 17, 2011.
Before the Petition Date, the Debtors owe OCW Retail $14,000
under the Lease. The Debtors are current on all postpetition
rent obligations under the Lease, through and including
April 20, 2011.
The Debtors and OCW Retail have entered into an agreement for the
termination of the Lease and the Debtors' surrender of the
premises to OCW Retail. The key terms of the Termination
Agreement are:
(A) The Lease will be terminated effective on the surrender
date, which is the date that the Debtors have vacated the
Premises in accordance with the Termination Agreement.
The Termination Agreement is subject to termination if an
order approving the Termination Agreement is not entered
on or before June 1, 2011, as that date may be extended
pursuant to the Termination Agreement.
(B) The Debtors will remain obligated for payments of all Rent
in accordance with the provisions of the Lease accruing up
to and including the Surrender Date. If the Debtors fail
to pay any Rent accrued in respect of the period ending on
the Surrender Date, then OCW Retail will be entitled to
deduct the unpaid Rent from the Surrender Payment. If the
Debtors have made payments of Rent in excess of Rent
accrued with respect to the period ending on the Surrender
Date, then the excess amount will be added to the
Surrender Payment.
(C) The Debtors will vacate the Premises, and surrender and
deliver possession to OCW Retail, together with the keys
to the Premises and a written acknowledgement of surrender
of the Premises on April 19, 2011. The Debtors or their
agents, as applicable, are permitted to abandon property
of the Debtors' estates without incurring liability to any
person or entity. In the event of any abandonment, OCW
Retail will be authorized to dispose of the property
without any liability to any individual or entity that may
claim an interest in the abandoned property and OCW Retail
will have no claims against the Debtors or Guarantor.
(D) In consideration of the termination of the Lease and the
surrender of the Premises, OCW Retail (i) will make a
surrender payment to the Debtors for $55,000, and (ii)
will waive any and all prepetition claims held by OCW
Retail against the Debtors or its affiliates arising
under or relating to the Lease or the Guaranty. OCW
Retail will pay the Surrender Payment on the date that OCW
Retail receives notice of entry of the order approving the
Termination Agreement.
(E) Effective as of the Surrender Date, neither the Debtors
nor OCW Retail will have any further rights or obligations
under the Lease, except that OCW Retail and the Debtors
will remain obligated to perform their indemnification
obligations set forth in the Lease in the event any claims
arise under the Lease. BGI will have no further
obligations under the Guaranty after the Surrender Date.
Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, asserts that by consensually terminating the
Lease, the Debtors will no longer be obligated to pay the Rent
Obligations or other obligations due under the Lease, which will
total at least $3.27 million over the remaining Lease Term.
In contrast, he points out, rejecting the Lease instead of the
proposed termination would create a claim for termination damages
that could create a general unsecured claim of approximately
$490,000 after application of a cap under Section 502(b)(6) of
the Bankruptcy Code.
The Court will consider the Debtors' request on May 11, 2011.
Objections are due May 4.
About Borders Group
Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores. At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico. Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan. In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components. As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.
Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.
David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor. DJM Property
Management is the lease and real estate services provider. AP
Services LLC is the interim management and restructuring services
provider. The Garden City Group, Inc., is the claims and notice
agent.
Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.
National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.
The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010
Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.
Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain. (http://bankrupt.com/newsstand/or
215/945-7000)
BORDERS GROUP: Proposes TIAA Lease Termination Pact
---------------------------------------------------
Borders Group and its affiliates seek the Bankruptcy Court's
permission to enter into a lease termination and surrender
agreement with Teachers Insurance and Annuity Association of
America.
In June 2006, Borders, Inc. and the predecessor-in-interest
to Teachers Insurance and Annuity Association of America entered
into an agreement whereby TIAA leased to the Debtors the first
and second floors of premises located at 501 Boylston Street, in
Boston, Massachusetts. The term of the Lease is due to expire on
Nov. 30, 2021. In connection with the Lease, BGI guaranteed
all of the monetary obligations of Borders under the Lease
pursuant to a lease guaranty.
The store located at the Boylston Premises is a Closing Store and
the liquidating agent of the Debtors is conducting a store
closing sale of the Boylston store.
From the period leading up to the Petition Date, the Debtors owe
TIAA $111,000 under the Lease. The Debtors are current on all
postpetition Rent Obligations under the Lease, through and
including April 20, 2011.
The Debtors and TIAA have reached an agreement for the
termination of the Lease and the Debtors' surrender of the
Premises to TIAA. The key terms of the Termination Agreement
are:
(1) The Lease will be terminated effective on the surrender
date, which is the date that the Debtors have vacated the
Premises in accordance with the Termination Agreement.
The Termination Agreement is subject to termination if an
order approving the Termination Agreement is not entered
on or before June 1, 2011, as that date may be extended
pursuant to the Termination Agreement.
(2) In consideration of the termination of the Lease and
the surrender of the Premises, TIAA will waive any and all
prepetition claims it held against the Debtors or its
affiliates arising under or relating to the Lease or the
Guaranty except for claims in respect of the
indemnification obligations.
(3) The Debtors will remain obligated for payments of all rent
in accordance with the provisions of the Lease accruing up
to and including the Surrender Date, and the Debtors will
pay promptly all amounts upon receipt of invoices from
TIAA.
(4) On or before the close of business on the Surrender Date,
the Debtors will vacate the Premises, and surrender and
deliver possession to TIAA, together with the keys to the
Premises and a written acknowledgement of surrender of the
Premises. Any furniture, trade fixtures and personal
property left by the Debtors will become the property of
TIAA, free and clear of all liens, claims, interests and
encumbrances, and TIAA will have no claims against the
Debtors or Guarantor.
(5) The Debtors will be responsible for, and will indemnify
TIAA for, any and all transfer taxes, sales taxes or other
taxes or similar charges imposed by any federal, state or
local governmental authority or under any law arising from
or relating to the Termination Agreement or any of the
other transactions.
(6) Effective as of the Surrender Date, neither the Debtors
nor TIAA will have any further rights or obligations under
the Lease except that TIAA and the Debtors will each
remain obligated to perform its indemnification
obligations set forth in the Lease in the event any claims
arise. BGI will have no further obligations under the
Guaranty after the Surrender Date.
By consensually terminating the Lease, the Debtors will
no longer be obligated to pay the Rent Obligations or other
obligations due under the Lease, which will total at least $17.85
million over the remaining Lease Term, Andrew K. Glenn, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, tells the
Court.
Rejecting the Lease, instead of the proposed termination, would
create a claim for termination damages that could create a
general unsecured claim of approximately $2.68 million after
application of the cap under Section 502(b)(6) of the Bankruptcy
Code, he asserts.
The Court will consider the Debtors' request on May 11, 2011.
Objections are due May 4.
About Borders Group
Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores. At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico. Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan. In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components. As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.
Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.
David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor. DJM Property
Management is the lease and real estate services provider. AP
Services LLC is the interim management and restructuring services
provider. The Garden City Group, Inc., is the claims and notice
agent.
Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.
National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group. Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.
The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010
Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.
Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain. (http://bankrupt.com/newsstand/or
215/945-7000)
BRUNDAGE-BONE: Bankruptcy Judge Approves Reorganization Plan
------------------------------------------------------------
The Denver Business Journal reports that a bankruptcy judge has
approved a plan of reorganization by Brundage-Bone Concrete
Pumping.
As reported in the April 18, 2011 edition of the Troubled Company
Reporter, under the Plan, the Reorganized Debtor will fund
distributions under the Plan with Cash on hand, including Cash
from operations, existing assets, and proceeds from the Exit
Facility, which is anticipated to be in the aggregate amount of
$15,000,000, including a letter of credit facility in the amount
of $4,500,000.
Each holder of an Allowed General Unsecured Claim against
Brundage-Bone under Class 5 will receive a share of the BB
Unsecured Class 5 Note equal to 5.4% of the amount of that
holder's Allowed Class 5 Claim and, except as provided in Article
III.D.27.b.(ii)(cc)(II) of the Plan, any Avoidance Actions and any
and all other Section 541 Claims against such Holder will remain
available for the Reorganized Debtor to pursue in its discretion.
On the Effective Date, all equity interests in Brundage-Bone under
Class 8 will be deemed canceled and extinguished, and will be of
no further force and effect.
General Unsecured Claims against JLS Concrete Pumping Inc. under
Class 10 will receive the same treatment as Class 5. The Debtors
estimate that Class 10 Claims against JLS are approximately
$19,370,000 (including the $18,805,000 Wells Fargo Equipment
Lender Deficiency Claim that is also a Deficiency Claim against
Brundage-Bone).
On the Effective Date, all Equity Interests in JLS under Class 12
will be deemed canceled and extinguished, and will be of no
further force and effect.
A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/Brundage-Bone.AmendedDS.pdf
About Brundage-Bone
Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping equipment in
the U.S. As of the Petition Date, the Debtors operated a fleet of
in excess of 800 concrete pumps and related pumping equipment in
more than 20 states, primarily in the western, southwestern, and
southeast United States. Brundage-Bone and JLS also actively sell
concrete pumps, parts and service. Approximately 52% of the
Brundage-Bone and JLS is owned by the founders, Jack Brundage and
Dale Bone, who are also guarantors of a substantial amount of the
Debtors' debt.
Brundage-Bone and JLS filed for Chapter 11 protection (Bankr. D.
Colo. Lead Case No. 10-10758) on Jan. 18, 2010. Harvey Sender,
Esq., John B. Wasserman, Esq., David V. Wadsworth, Esq., and
Matthew T. Faga, Esq., at Sender & Wasserman, P.C., in Denver,
Colo., assist the Debtors in their restructuring efforts. Willian
Snyder of CRG Partners Group, LLC, serves as Chief Turnaround
Officer of the Debtors.
Brundage-Bone disclosed $325,708,061 in assets and $230,277,103 in
liabilities as of the Petition Date. JLS disclosed $4,046,706 in
assets and $739,166 in liabilities as of the Petition Date.
CAMBRIDGE COMMERCIAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Cambridge Commercial Realty, LLC
4155 Independence Drive
Schnecksville, PA 18078
Bankruptcy Case No.: 11-21149
Chapter 11 Petition Date: April 29, 2011
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Reading)
Judge: Richard E. Fehling
Debtor's Counsel: Thomas Daniel Bielli, Esq.
CIARDI CIARDI & ASTIN, P.C.
One Commerce Square
2005 Market Street, Suite 1930
Philadelphia, PA 19103
Tel: (215) 557-3550
Fax: (215) 557-3551
E-mail: tbielli@ciardilaw.com
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 Kurt Wenger, managing member.
CANYON HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Canyon Holdings, LLC Series 39
P.O. Box 2039
Bellingham, WA 98227
Bankruptcy Case No.: 11-60814
Chapter 11 Petition Date: April 28, 2011
Court: United States Bankruptcy Court
District of Montana (Butte)
Judge: Ralph B. Kirscher
Debtor's Counsel: Steven M. Johnson, Esq.
CHURCH HARRIS JOHNSON & WILLIAMS PC
P.O. Box 1645
Great Falls, MT 59403
Tel: (406) 761-3000
E-mail: sjohnson@chjw.com
Scheduled Assets: $7,703,621
Scheduled Debts: $6,929,512
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mtb11-60814.pdf
The petition was signed by Derek Stebner, manager.
CARIBE MEDIA: Files for Bankruptcy in Delaware
----------------------------------------------
Caribe Media, Inc., and CII Acquisition Holding Inc. -- affiliates
of Local Insight Media Holdings, Inc., filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-11387 and 11-
11388) on May 3, 2011. The Debtors are requesting joint
administration of their cases under Case No. 11-11387.
Caribe Media is being represented by lawyers at Kirkland & Ellis
LLP and Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel.
Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP will serve as
conflicts counsel.
Local Insight Media is also a debtor in its own Chapter 11 pending
in Delaware. Local Insight Media filed in 2010. It is also being
represented by lawyers at Kirkland and Pachulski.
The Debtors own publication rights for certain print and Internet
directories in the Dominican Republic and Puerto Rico.
Chris Batson, the chief financial offer to Caribe Media and CII
Acquisition, said in court papers that declining revenues and
increasing competition caused the Company to breach loan covenants
in November 2010. He said an ad hoc committee of senior secured
prepetition lenders wants the Debtors to pursue $44.2 million in
dividend payments to certain Local Insight entities that the ado
hoc committee believes were fraudulent conveyances.
CELERITAS TECHNOLOGIES: Court Orders Chapter 11 Trustee
-------------------------------------------------------
WestLaw reports that regardless of what standard of proof a
creditor had to meet in order to obtain appointment of a Chapter
11 trustee - a "clear and convincing evidence" or ordinary
"preponderance of the evidence" standard -- the creditor satisfied
its burden of showing that "cause" existed for a trustee's
appointment, based upon the debtors' animosity toward the creditor
and misuse of the bankruptcy process in attempt to keep their
assets while avoiding any payment to the creditor. In re
Celeritas Technologies, LLC, --- B.R. ----, 2011 WL 899782 (Bankr.
D. Kan.).
A copy of the Honorable Robert D. Berger's Memorandum Opinion
dated Mar. 14, 2011, is available at http://is.gd/kp4EzUfrom
Leagle.com.
About Celeritas Technologies
Data storage server host provider Celeritas Technologies, LLC,
sought Chapter 11 protection (Bankr. D. Kan. Case No. 10-22381) on
July 13, 2010. Lisa Epps Dade, Esq., and Scott J. Goldstein,
Esq., at Spencer Fane Britt & Browne LLP, represent the Debtor.
The Debtor estimated assets of up to $500,000 and debts of up to
$10,000,000 in its Chapter 11 petition. CeleritasWorks, LLC,
filed a separate Chapter 11 petition (Bankr. D. Kan. Case No. 10-
22382) on July 13, 2010. The two cases have been substantively
consolidated.
CENTRAL STATES: Bankr. Court Rules on Contract Dispute With Agra
----------------------------------------------------------------
Central States Mechanical, Inc., v. Agra Industries, Inc., Adv.
Proc. No. 09-5155 (Bankr. D. Kan.), is a construction contract
dispute between Central States Mechanical, Inc., the mechanical/
piping subcontractor, and Agra Industries, the design/builder and
contractor, related to two separate ethanol plants built in
Merrill, Iowa and Superior, Iowa. Agra denies Central's claims
for breach of construction contract and alleges its own
counterclaims for breach of contract, and asserts that Central's
contractual failings caused Agra damages well in excess of
Central's claims against Agra.
In his April 29, 2011 Memorandum Opinion, Judge Robert E. Nugent
held that Agra committed a partial breach of the Subcontract when
it failed to pay Central the remaining balance of the adjusted
guaranteed maximum price. Judge Nugent awarded Central judgment
in the principal amount of $301,914, together with interest at the
rate of 6% per annum from and after Aug. 14, 2008. Central is
further awarded judgment for $5,108.48, representing 6% interest
on Agra's late progress payments. Central is also awarded
judgment for its unpaid costs of its work on the water treatment
facility, in the amount of $242,535. Central failed to meet its
burden of proof on the remainder of its damage claims and they are
therefore denied. Judge Nugent also held that Agra failed to meet
its burden of proof on its $269,000 counterclaim for back charges
for its cost of repairing Central's work. A copy of Judge
Nugent's ruling is available at http://is.gd/gBNeEdfrom
Leagle.com.
About Central States Mechanical
Central States Mechanical, Inc., based in Ulysses, Kansas, filed
for Chapter 11 bankruptcy (Bankr. D. Kan. Case No. 09-12542) on
Aug. 7, 2009. William B. Sorensen Jr., Esq. --
wsorensen@morrislaing.com -- at Morris Laing Evans Brock and
Kennedy, represents the Debtor. It disclosed $6,629,448 in assets
and $3,833,492 in debts in its petition.
CHINA VOICE: SEC Halts Ponzi Scheme by Co-Founder
-------------------------------------------------
The Securities and Exchange Commission obtained a court order
freezing the assets of China Voice Holding Corp., which trades in
over-the-counter markets and has claimed to have a portfolio of
telecommunications products and services in both the U.S. and
China. The SEC alleges that China Voice's co-founder and his two
associates are operating an $8.6 million Ponzi scheme and misusing
its proceeds, in part, to help fund the company's operations.
The SEC alleges that David Ronald Allen, who also was China
voice's chief financial officer, and his associates Alex
Dowlatshahi and Christopher Mills promised investors in a series
of offerings of limited partnerships that they would earn returns
of at least 25 percent on their investments. Investors were
falsely told that their money would be loaned to companies with a
demonstrated track record and large profit margins. Instead, Allen
and his cohorts used investor funds to pay back investors in
earlier partnerships and funneled investor money to China Voice
and a complicated web of other companies that Allen controls.
Allen and his associates also siphoned investor money to enrich
themselves and family members.
In order to maintain the scheme, Allen and his associates have
increased the pace and size of the offerings to obtain a steady
stream of proceeds from defrauded investors. They are planning or
have begun to solicit funds from investors in at least two more
limited partnerships in the ongoing fraud. The court order
obtained late yesterday freezes the assets of Allen and several
others in addition to China Voice. The court also temporarily
enjoined these defendants from participating in the offering of
securities like those used to perpetrate the fraudulent scheme as
alleged by the SEC.
"These promoters falsely touted what they claimed to be a prudent
investment with reliable returns through loans made to carefully
selected businesses," said Stephen L. Cohen, Associate Director of
the SEC's Division of Enforcement. "This fraud illustrates that
when extraordinarily high returns are promised in a supposedly
low-risk investment, that's a tell-tale sign that something likely
is amiss."
In addition to the Ponzi scheme, the SEC's complaint filed in U.S.
District Court for the Northern District of Texas (Dallas
Division) charges China Voice, its former chairman and CEO William
F. Burbank IV, and Allen, for a series of fraudulent company
statements about its financial condition and business prospects.
Among other things, the SEC alleges that China Voice greatly
overstated the value of certain business relationships and misled
investors by failing to disclose significant loans from related
parties needed to fund its operations.
The SEC also alleges that beginning in at least September 2006,
China Voice overstated its business in China by claiming to
provide telephone and other communications software in China on a
much more extensive basis than it actually did. Company press
releases and public filings extensively publicized contracts
signed by Chinese subsidiaries to provide services to the
government and other entities in China, which would provide high
levels of projected revenue to the company. But the company
recanted in audited financial statements in June 2008, when it
disclosed that the majority of the company's revenue came from its
U.S. subsidiaries. Nevertheless, China Voice and its stock
promotion campaigns continued to tout purported Chinese contracts.
The SEC's complaint additionally charges two China Voice
shareholders, Gerald Patera and Ilya Drapkin, for helping Allen
finance stock promotion campaigns to pump up the company's stock
price. These campaigns included a blast fax campaign orchestrated
by Robert Wilson, who also is charged in the SEC's complaint. The
spam faxes were sent to thousands of people at once and contained
false and misleading statements about China Voice and who was
paying for the faxes. At the same time they were spending more
than a million dollars on stock promotion, Patera and Drapkin
dumped millions of shares of the company into the market.
The SEC's complaint charges Allen, Dowlatshahi, Mills, and various
related companies with violations of Sections 5(a), 5(c), and
17(a) of the Securities Act of 1933, and Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and
seeks a temporary restraining order, preliminary and permanent
injunctions, disgorgement of unlawful proceeds plus prejudgment
interest, and a financial penalty. The SEC's complaint charges
Burbank, Patera, Drapkin, and Wilson with violations of Section
10(b) of the Exchange Act and Rule 10b-5 thereunder for their
roles in the scheme. With regard to them, the SEC seeks a
permanent injunction, disgorgement of unlawful proceeds plus
prejudgment interest, and a financial penalty. The SEC's complaint
also seeks penny stock bars against Allen, Burbank, Patera,
Drapkin, and Wilson as well as officer and director bars against
Allen and Burbank.
The SEC's investigation was conducted by Carolyn Welshhans, David
Herman, Pierron Leef, and Donato Furlano in Washington, D.C. Jane
Peterson will lead the litigation.
About China Voice Holding Corp.
China Voice Holding Corporation (CHVC) (OTC: CHVC) is a U.S.
publicly-traded holding company headquartered in Dallas, Texas
with a portfolio of next-generation VOIP communications products
and services doing business in the U.S. Prior to June 30, 2010,
the Company operated in China, but as of that date management
determined that the Company's China assets had been fully impaired
and wrote off the book value and the China operation was
subsequently abandoned.
At Dec. 31, 2010, the Company's balance sheet showed $3,176,679 in
total assets, $1,891,442 in total liabilities, and total equity of
$1,285,237.
China Voice Holding incurred a net loss of $909,217 on $2,217,575
of revenues the six months ended Dec. 31, 2010, compared with a
net loss of $2,062,893 on $472,047 of revenues for the same period
ended Dec. 31, 2009.
CISCO BROS: Needs to Deal with Real Estate Loans
------------------------------------------------
Gary Evans at Furniture Today reports that Cisco Bros. said it has
filed for Chapter 11 bankruptcy protection in order to deal with
real estate loans as part of its restructuring.
According to the report, the Company said it was able to maintain
its position in the marketplace during the recession and increased
sales for the previous year but is now unable to meet certain real
estate loan obligations. Cisco Pinedo, the Company's founder and
president, said, "We've been through riots, survived fires and we
will overcome this. There have been signs of recovery through
increase of sales, and we're very thankful to our loyal customer
base.
"Many banks are using cross-collateral guarantees to call in
outstanding commercial real estate loans and eliminate lines
of credit in an effort to buoy their own balance sheets just at
a time when many business need these funds to complete their
restructuring. As a result, these companies suddenly find
themselves without the resource reserve to meet ongoing costs
and debt maintenance," Furniture Today quotes the Company's
business consultant, Thomas Safian, as saying.
According to Furniture Today, officials said the Company's
revenues declined during the recession from $18 million in 2006 to
$7.5 million in 2009, but rebounded to $9.7 million last year.
Based in Los Angeles, California, Cisco Bros. is a high-end
upholstery maker. The Company filed for Chapter 11 bankruptcy
protection on April 27, 2011 (Bankr. C.D. Calif. Case No. 11-
28380). Judge Alan M. Ahart presides over the case. Brian L.
Davidoff, Esq., at Rutter Hobbs & Davidoff Inc., represents the
Debtor. The Debtor estimated both assets and debts of between $1
million and $10 million.
Cisco's Chapter 11 petition was signed by Francisco Pinedo, as
chief executive officer. Mr. Pinedo and his spouse filed their
own Chapter 11 bankruptcy case (Case No. 10-53882) on Oct. 12,
2010.
The Chapter 11 case summary for Cisco Brothers is in the May 2
edition of the Troubled Company Reporter.
COLONIAL BANCGROUP: Plan Votes Tabulated; Plan Committee Named
--------------------------------------------------------------
BankruptcyData.com reports that Colonial BancGroup filed with the
U.S. Bankruptcy Court a notice regarding the tabulation of votes
in connection with the Company's Second Amended Chapter 11 Plan of
Liquidation. According to the report, classes D and F -
convenience and indenture claims, respectively, accepted the Plan
while E, G and H (certain general unsecured claims, statutorily
subordinated claims and preferred stock) voted to reject it.
According to BData, the Company also filed a notice of designation
of proposed members of the plan committee, pursuant to Section
8.6, and plan trustee. These eligible unsecured creditors were
designated to serve on the plan committee: Marble Arch
Investments, LP; Owl Creek Asset Management, L.P.; Davidson
Kempner Capital Management LLC and Morgens, Waterfall, Vintiadis &
Company, Inc.
BData says that in Court documents, the Company "designates the
Plan Trustee to be Ben S. Branch, subject to the Case Committee
and Ben S. Branch agreeing on the final terms of his
retention...prior to the conclusion of the confirmation hearing on
the Plan; provided, however, that if such final terms of retention
are not agreed to by the conclusion of the confirmation hearing on
the Plan, the Case Committee and the Debtor shall jointly
designate an alternative Plan Trustee."
About The Colonial BancGroup
Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary. Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets. On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver. The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.
The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009. W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor. The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.
In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association. Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.
Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010. Susan S.
DePaola serves as Chapter 7 trustee.
CORDIA COMMUNICATIONS: Files for Ch. 11 to Sell; Sues Verizon
-------------------------------------------------------------
Cordia Communications Corporation and its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 11-
_____) with a plan to sell their assets. They also filed a
lawsuit against Verizon Services Corp.
CCC estimated assets and debts of $10 million to $50 million as of
the Chapter 11 filing.
Cordia Corporation -- through its operating subsidiaries, Cordia
Communications Corp., CordiaIP Corp., My Tel Co, Inc., Northstar
Telecom, Inc., Cordia Prepaid Corp., and Cordia International
Corp. -- offers business, residential, and wholesale customers
local and long distance telecommunications services in more than
60 countries utilizing traditional wireline and Voice over
Internet Protocol -- VoIP -- technologies.
CCC currently holds licenses to operate in 28 states throughout
the contiguous United States, and CCCVA is licensed in Virginia.
Sale of Assets
Cordia said in a news release that it has entered into an a
binding letter of intent for the sale of its CLEC assets, which
include the assets of Cordia Communications, Corp., Cordia
Communications of Virginia, My Tel Co, Inc., and Northstar Telecom
Inc.
The CLEC assets offer small businesses and residential consumers
bundled services that include local dial tone, unlimited domestic
long distance, and unlimited feature plans by leasing a portion of
the network owned by other telecommunications carriers.
Kevin Griffo, President and CEO of Cordia stated, "We are
optimistic about the opportunities associated with the sale of the
CLEC assets and believe that we will emerge from the
reorganization with a stronger balance sheet. We have a strong
and loyal customer base and we will continue to offer quality
telecommunications and customer service coupled with a focus on
our sales efforts and continued growth."
Suit vs. Verizon
The Debtors on the Petition Date commenced an adversary proceeding
against Verizon Services, Corp., Qwest Corporation, Affinity
Network, Inc. d/b/a ANI Networks, One Communication, Corp. and
PAETEC Communications, Inc.
CCC and the Verizon are parties to a Wholesale Advantages Services
Agreement, effective as of Jan. 1, 2005, as amended. CCC is also
party to separate interconnection agreements with the other
defendants. The Agreements govern the leasing arrangements
between the Debtors and the Defendants for bundled
telecommunications service.
Prior to the Petition Date, Defendant Verizon notified CCC that
CCC was in default of its payment obligations under the Verizon
Agreement. Among other things, Defendant Verizon asserted that
CCC was required to provide adequate assurances of payment.
Verizon further asserted that if CCC did not deliver adequate
assurance of payment, Verizon would exercise its rights and
immediately suspend acceptance and processing of all new pending
orders, i.e., terminate the Verizon Agreement.
"Termination of the Verizon Agreement would cause immediate and
irreparable harm to the Debtors as it would frustrate and impair
the restructuring process and potentially derail any efforts
toward completing the intended sale of the Debtors assets," CCC
claimed in the lawsuit.
The Debtors ask the Bankruptcy Court to rule that Verizon, et al.,
are not entitled to adequate assurance under Section 366 of the
Bankruptcy Code as they are not "utilities". The Debtors note
that the services provided by Verizon, et al., under the
respective Interconnection Agreements are provided as a supply of
services to be resold to end customers more akin to inventory
rather than a vital service as contemplated under Section 366.
CORDIA COMMUNICATIONS: Case Summary & Creditors List
----------------------------------------------------
Debtor: Cordia Communications Corp.
13275 West Colonial Drive
Winter Garden, FL 34787
Bankruptcy Case No.: 11-06493
Affiliates that simultaneously sought Chapter 11 protection:
Debtor Case No.
------ --------
Cordia Communications Corp. of Virginia 11-06494
Northstar Telecom, Inc. 11-06495
My Tel Co, Inc. 11-06496
Midwest Marketing Group, Inc. 11-06497
Chapter 11 Petition Date: May 1, 2011
Court: U.S. Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Scott L. Baena, Esq.
BILZIN SUMBERG BAENA PRICE & AXELROD LLP
1450 Brickell Avenue, Suite 2300
Miami, FL 33131
Tel: (305) 350-2403
Fax: (305) 374-7593
E-mail: sbaena@bilzin.com
Debtors'
Restructuring
Officer: Joseph J. Luzinski
Lead Debtor's Estimated Assets: $10,000,001 to $50,000,000
Lead Debtor's Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Kevin Griffo, president.
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Commonwealth of PA Taxes $2,524,895
Bureau of Corp Taxes
P.O. Box 28071
Harrisburg, PA 17128
New York State Dept of Taxation Taxes $2,034,109
90 South Ridge Street
Rye Brook, NY 10573
Verizon Maryland Inc. Trade Debt $1,923,866
P.O. Box 37210
Baltimore, MD 21297
New York City Dept of Taxation Taxes $1,843,251
59 Maiden Lane, 28th Floor
New York, NY 10038
Verizon New York Inc. Trade Debt $1,139,105
P.O. Box 4430
Albany, NY 12204
NJ Division of Taxation Taxes $974,960
Revenue Processing Center
P.O. Box 999
Trenton, NJ 08646
Verizon Pennsylvania Inc. Trade Debt $962,340
P.O. Box 28000
Lehigh Valley, PA 18002
Cordia Phils Inc. Trade Debt $824,336
5th Floor, i2 Building
Asia Town IT Park
Cebu City
Philippines 6000
Verizon New Jersey Inc. Trade Debt $713,050
P.O. Box 4830
Trenton, NJ 08650
State of Maryland Taxes $202,974
Dept of Assessments & Taxation
Federal Communications Commission Taxes $157,097
Bureau of Revenue Collection Taxes $143,395
Philadelphia PA Taxes $126,904
USAC Taxes $109,883
Illinois Dept of Revenue Taxes $108,074
Telecommunications Tax
Minnesota Dept of Revenue Taxes $106,514
Ani Networks Trade Debt $105,244
PAETEC Trade Debt $92,451
Gar Shing Realty Corp. Lease $88,247
Commonwealth of Massachusetts Taxes $85,143
Department of Revenue
CORNERSTONE WORLD: Will Seek Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Kyle Martens at KTIV.com reports that its been nearly three years
since the Cornerstone World Outreach Center finished its $8
million church on East Gordon Drive.
But after losing a legal battle with its contractor, Cincinnati
United Contractors (CUC), the church has said it will now seek the
protections offered by Chapter 11 reorganization, according to the
report. In January, a judge ruled in favor of CUC, awarding them
$3.6 million for monies not paid following the churches
completion.
To pay for the ruling, the churches assets were set to be
auctioned off at a Sheriff's sale Tuesday morning. However with
the recent filing, officials with the Sheriff's Department say the
sale has been canceled, according to KTIV.com.
DALLAS DISCOUNT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dallas Discount Pallets, Inc.
1769 FM 177 East
Jacksonville, TX 75766
Bankruptcy Case No.: 11-32872
Chapter 11 Petition Date: April 29, 2011
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Stacey G. Jernigan
Debtor's Counsel: Robert Thomas DeMarco, Esq.
DEMARCO-MITCHELL, PLLC
1255 W. 15th St., Suite 805
Plano, TX 75075
Tel: (972) 578-1400
Fax: (972) 346-6791
E-mail: robert@demarcomitchell.com
Estimated Assets: $500,001 to $1,000,000
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/txnb11-32872.pdf
The petition was signed by Michael Ybarra, president.
DANIEL COOK: Court Denies Renewed Attempt for Injunctive Relief
---------------------------------------------------------------
Daniel William Cook, v. Wells Fargo Bank, N.A., Successor to Wells
Fargo Bank New Mexico, N.A., Scott Garrett, Individually, The
Scott Garrett and Pamela Jane Garrett Trust Dated June 14, 1999,
and State of New Mexico, Second Judicial District Alan M. Malott,
Hon., or assigns, in their official capacity in State Court Case
#CV-2003-08008, Adv. Proc. No. 11-1074 (Bankr. D. N.M.), was filed
on April 25, 2011. The adversary proceeding requests in part that
the Court issue injunctive relief of varying degrees, starting
with a temporary restraining order, to stay further proceedings in
that certain civil action pending in the Second Judicial District
Court, Bernalillo County, New Mexico, styled and numbered
Trenchless Infrastructure Technologies, Inc. a/k/a Hydroscope
Group, Inc., the Scott and Pamela Garrett Trust v. Daniel W. And
Yolanda T. Cook, Hydroscope Group, and Wells Fargo Bank, Case No.
CV-2003-0800. In addition, Plaintiff has filed his Emergency
Motion for Temporary Restraining Order and for Preliminary
Injunction. Prior to the docketing of the Emergency Motion, the
Court issued a memorandum opinion and order denying the request
for injunctive relief contained in the complaint. The Court has
now also reviewed the Emergency Motion and still denies the
request for injunctive relief.
A copy of Bankruptcy Judge James S. Starzynski's April 28, 2011
Supplemental and Amended Memorandum Opinion is available at
http://is.gd/IRZTQufrom Leagle.com.
Daniel William Cook and Yolanda Teresa Cook filed for Chapter 11
bankruptcy (Bankr. D. N.M. Case No. 04-17704) on Oct. 21, 2004.
EASTMAN KODAK: Incurs $246 Million Net Loss in March 31 Quarter
---------------------------------------------------------------
Eastman Kodak Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
attributable to the company of $246 million on $1.32 billion of
total net sales for the three months ended March 31, 2011,
compared with net earnings attributable to the company of $119
million on $1.91 billion of total net sales for the same period
during the prior year.
The Company's balance sheet at March 31, 2011, showed
$5.88 billion in total assets, $7.15 billion in total liabilities,
and a $1.27 billion total deficit.
"Our strategy is working," said Antonio M. Perez, Chairman and
Chief Executive Officer, Eastman Kodak Company. "We saw continued
momentum in our strategic digital growth businesses, revenue
growth in several of our established digital businesses, and
improved cash performance, all of which position us well to
achieve our two key financial metrics for the year related to
growth and cash.
"I am particularly pleased with the performance of our core
digital growth businesses -- Consumer and Commercial Inkjet,
Packaging Solutions, and Workflow Software & Services. Revenue
growth in these businesses continues to accelerate and in the
first quarter grew by a combined 23%, in line with our plan to
grow these businesses in aggregate by 40% for the full year,"
Perez said. "We also saw revenue growth in Prepress Solutions,
Electrophotographic Printing, and Document Imaging. We are off to
a good start for 2011, and we remain confident that we will
complete our transformation into a sustainable, profitable company
in 2012."
A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/v5EWv8
About Eastman Kodak
Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.
* * *
As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'. S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011. The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.
The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term. It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels. These factors underpin S&P's view of Kodak's
business risk as vulnerable and support S&P's view that revenue
and EBITDA will decline in 2011. S&P views the company's
financial risk profile as highly leveraged because of the risk
that its earnings and cash flow could become insufficient to
support its debt.
In the March 16, 2011 edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Issuer Default Rating on Kodak. The ratings
and Negative Outlook reflect Kodak's continued struggles to gain
traction in its digital businesses as secular declines persist and
broaden to entertainment film within the traditional film
business.
FEDERAL WAY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Federal Way Furniture Center Inc.
aka Auburn Way Furniture and Sleep Center
1407 Auburn Way So.
Auburn, WA 98002
Bankruptcy Case No.: 11-14999
Chapter 11 Petition Date: April 28, 2011
Court: United States Bankruptcy Court
Western District of Washington (Seattle)
Judge: Timothy W. Dore
Debtor's Counsel: Larry B. Feinstein, Esq.
VORTMAN & FEINSTEIN
500 Union St Suite 500
Seattle, WA 98101
Tel: (206) 223-9595
E-mail: feinstein2010@gmail.com
Scheduled Assets: $1,982,783
Scheduled Debts: $2,087,944
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb11-14999.pdf
The petition was signed by Isaac J. Almo, president.
FIRST METALS: Defaults on Filing of Financials Due to Cash Woes
---------------------------------------------------------------
First Metals Inc wishes to advise that it will be late filing its
audited financial statements and MD&A for the year ended
Dec. 31, 2010 (the Financial Disclosure) which were to be filed on
or before May 2, 2011 pursuant to relevant securities laws.
The delay in filing the year end statements and the resulting
default are due primarily to a lack of available funding.
Should the Corporation fail to SEDAR file the Financial Disclosure
on or before May 2, 2011, it is anticipated that the OSC will
impose a cease trade order that all trading in securities of the
Corporation cease for such period specified in the OSC order.
The Corporation is not subject to any insolvency proceeding and
there is no other material information concerning the affairs of
the Corporation that has not been generally disclosed.
About First Metals
First Metals Inc. is a resource company with two main Zinc-Copper
deposits, Fabie Bay and Magusi River. Fabie Bay was producing
until December 2008 when production was suspended. The company
filed a proposal under Part III of the Bankruptcy and Insolvency
Act in April 2009. The company received approval for is proposal
under Part III of the Bankruptcy and Insolvency Act in June 2009.
Richard Williams and Jay Richardson who had held their respective
positions of President-CEO and Secretary-Treasurer since July 22nd
2008, were terminated by the board effective Jan. 8, 2010.
Michael Churchill was installed by the board Jan. 8, 2010 as
President and CEO with a specific mandate to assess and report on
the financial and operational status of FMA, formulate a new
operational and reorganization plan, and then implement the plan.
GATEHOUSE MEDIA: Incurs $18.2-Mil. Net Loss in March 27 Quarter
---------------------------------------------------------------
Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $18.19 million on $119.82 million of total revenues for the
three months ended March 27, 2011, compared with a net loss of
$17.47 million on $133.10 million of total revenues for the three
months ended March 31, 2010.
The Company's balance sheet at March 27, 2011, showed
$524.57 million in total assets, $1.32 billion in total
liabilities, and a $802.19 million total stockholders' deficit.
A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/zu58x4
About GateHouse Media
GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications. GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.
The Company reported a net loss of $26.64 million on $558.58
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $530.61 million on $584.79 million of
total revenue for the year ended Dec. 31, 2009.
GENERAL AMERICAN: Dewey Fails to Revive Claim in Malpractice Suit
-----------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that a Missouri
appeals court ruled Friday that a lower court erred when it
allowed Dewey & LeBoeuf LLP to appeal the dismissal of one of its
counterclaims in a $1 billion legal malpractice suit brought by
the state insurance commissioner over the collapse of General
American Life Insurance Co.
General American, once one of the country's biggest life
insurers., collapsed in 1999 when investors sought to redeem
$6.5 billion worth of a high value investment product within a
week. On Aug. 10, 1999, St. Louis-based General American was put
under state regulators' supervision. In January 2010, Metropolitan
Life Insurance Co. agreed to buy General American Life Insurance
Co. for $1.2 billion in cash, resolving the Missouri insurer's
inability to repay it's deposits.
GREENBRIER COS: 38.6% of Outstanding 8 3/8% Notes Tendered
----------------------------------------------------------
The Greenbrier Companies, Inc., announced that its previously
announced cash tender offer and consent solicitation for any and
all of its outstanding 8 3/8% Senior Notes due 2015 expired on
April 27, 2011, at 8:00 a.m., New York City time.
On April 13, 2011, Greenbrier announced that it had purchased
$90,599,000, or approximately 38.55%, of the aggregate principal
amount of the Notes, representing all of the Notes that were
validly tendered and not validly withdrawn pursuant to the Tender
Offer at or prior to 5:00 p.m., New York City time, on April 12,
2011.
An additional $203,000 principal amount of the Notes was validly
tendered after the Consent Payment Deadline and on or prior to the
Expiration Date pursuant to the Tender Offer, resulting in a total
of $90,802,000 principal amount of Notes tendered pursuant to the
Tender Offer, or approximately 38.64% of the aggregate principal
amount of the Notes outstanding at the time the Tender Offer was
commenced. Greenbrier accepted for purchase and payment all such
additional Notes today for a price of $1,021.67 per $1,000
principal amount of Notes, plus any accrued and unpaid interest up
to, but not including, April 27, 2011.
As previously announced, on the Early Settlement Date, Greenbrier
issued, pursuant to the indenture governing the Notes, a notice to
redeem on May 16, 2011 any and all of the Notes that then remain
outstanding. The redemption price for the redeemed Notes will be
102.792% of the principal amount of those remaining Notes, plus
accrued and unpaid interest to, but not including, the Redemption
Date.
BofA Merrill Lynch acted as Dealer Manager and Solicitation Agent
for the Tender Offer. D. F. King & Co., Inc., acted as the
Information Agent and Depositary for the Tender Offer.
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.
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.
* * *
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.
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.
HEALTHSOUTH CORP: Reports $91.5-Mil. Net Income in March 31 Qtr.
----------------------------------------------------------------
HealthSouth Corporation reported net income of $91.50 million on
$538.10 million of net operating revenues for the three months
ended March 31, 2011, compared with net income of $50.50 million
on $491.00 million of net operating revenues for the same period
during the prior year.
HealthSouth Corporation's balance sheet at March 31, 2011 showed
$2.48 billion in total assets, $2.02 billion in total liabilities,
$387.40 million in convertible perpetual preferred stock and
$72.30 million in total shareholders' equity.
A full-text copy of the press release announcing the Quarterly
Report is available for free at http://is.gd/J3Cc5s
About HealthSouth Corp.
Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- claims to be the nation's largest
provider of inpatient rehabilitative healthcare services.
Operating in 26 states across the country and in Puerto Rico,
HealthSouth serves patients through its network of inpatient
rehabilitation hospitals, long-term acute care hospitals,
outpatient rehabilitation satellites, and home health agencies.
HealthSouth carries a 'B1' corporate family rating with "stable"
outlook, from Moody's. It has 'B+' foreign and local issuer
credit ratings, with "positive" outlook, from Standard & Poor's.
* * *
This concludes the Troubled Company Reporter's coverage of
Healthsouth until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.
HERCULES OFFSHORE: Incurs $14.2-Mil. Net Loss in March 31 Qtr.
--------------------------------------------------------------
Hercules Offshore, Inc., reported a net loss of $14.22 million on
$166.24 million of revenue for the three months ended March 31,
2011, compared with a net loss of $15.95 million on $150.85
million of revenue for the same period during the prior year.
The Company's balance sheet at March 31, 2011, showed
$2.02 billion in total assets, $1.18 billion in total liabilities,
and $839.03 million in stockholders' equity.
John T. Rynd, Chief Executive Officer and President of Hercules
Offshore stated, "The first quarter of 2011 marks a pivotal point
for the Company, starting with our investment in Discovery
Offshore, followed by our agreement to acquire 20 jackup rigs from
Seahawk Drilling and the amendment to our credit facility. I
believe that these transactions will prove to be very timely, as
newbuild prices continue to escalate and operating conditions
continue to show signs of improvement."
"In the U.S. Gulf of Mexico, permit activity has improved from a
very slow start at the beginning of the year, with the current
pace of permitting more supportive of at least maintaining current
activity levels. Jackup rig availability has subsequently
tightened, and dayrates have increased modestly. As we integrate
the assets acquired from Seahawk into our rig fleet, we will be
well-positioned to benefit from these improvements in market
conditions. In international markets, we continue to have
constructive dialogue with existing and potential new customers
for our international rig fleet. We remain confident in our
ability to find work for our rigs rolling off contract during
2011."
A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/wjCOgL
About Hercules Offshore
Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally. The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies. The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.
The Company reported a net loss of $134.59 million on
$657.48 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $91.73 million on $742.85 million of
revenue during the prior year.
The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2. Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%. The outlook remains negative.
"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening." Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow. The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.
HOMELAND ENTERPRISES: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Homeland Enterprises, LLC.
3011 New London Rd
Forest, VA 24551
Bankruptcy Case No.: 11-61133
Chapter 11 Petition Date: April 29, 2011
Court: United States Bankruptcy Court
Western District of Virginia (Lynchburg)
Judge: William E. Anderson
Debtor's Counsel: Stephen E. Dunn, Esq.
STEPHEN E. DUNN, PLLC
201 Enterprise Drive, Suite A
Forest, VA 24551
Tel: (434) 385-4850
Fax: (434) 385-8868
E-mail: stephen@stephendunn-pllc.com
Estimated Assets: $500,001 to $1,000,000
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/vawb11-61133.pdf
The petition was signed by William Richard Wiita, Jr., CEO.
IMPERIAL CAPITAL: Amends Plan Outline Ahead of June 9 Hearing
-------------------------------------------------------------
BankruptcyData.com reports that Imperial Capital Bancorp filed
with the U.S. Bankruptcy Court a Second Amended Disclosure
Statement with regard to its Amended Chapter 11 Plan of
Liquidation, dated April 15, 2011.
According to BData, the Disclosure Statement asserts, "On or
before the Effective Date, the Debtor and the Liquidating Trustee
shall execute and deliver the Liquidating Trust Agreement, and
shall take all other necessary actions to establish the
Liquidating Trust. The Liquidating Trust Agreement may provide
powers, duties, and authorities in addition to those explicitly
stated in the Plan, but only to the extent that such powers,
duties and authorities: (i) are approved by the Committee and (ii)
do not affect the status of the Liquidating Trust as a
'liquidating trust' for United States federal income tax
purposes."
The Court scheduled a June 9, 2011 hearing to consider the
Disclosure Statement.
La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009. Gregory K. Jones, Esq., at Stutman,
Treister & Glatt, P.C., serves as the Company's bankruptcy
counsel. The Company estimated its assets at $10 million to
$50 million and debts at $100 million in its Chapter 11 petition.
INDUSTRIAL ENTERPRISES: Sues Holland & Knight for Fraud
-------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that Industrial
Enterprises of America Inc., two of whose former CEOs are under
indictment for larceny and securities fraud, hit Holland & Knight
LLP with an adversary suit Saturday in Delaware claiming the firm
willfully participated in the alleged scheme.
The suit targeting Holland & Knight was one of nine adversary
cases lodged by the Company and its affiliated debtors at the two-
year mark in their Chapter 11 cases.
About Industrial Enterprises
Pittsburgh, Pennsylvania-based Industrial Enterprises of America,
Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-
11508) on May 1, 2009. On April 30, 2009, Pitt Penn Holding
Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary
petitions for Chapter 11 relief, under Case Nos. 09-11475 and
09-11476. On May 4, 2009, EMC Packaging, Inc., filed a voluntary
petition for Chapter 11 relief, under Case No. 09-11524. On
May 6, 2009, Unifide Industries, LLC, and Today's Way
Manufacturing LLC, each filed a voluntary petition for Chapter 11
relief, under Case Nos. 09-11587 and 09-11586.
PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
the Company. The cases are jointly administered under Case No.
09-11475.
Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel. In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.
Based on public filings previously made with the Securities and
Exchange Commission, Industrial Enterprises originally operated as
a holding company with four wholly owned subsidiaries, PPH, EMC,
Unifide, and Today's Way. PPH, through its wholly owned
subsidiary, PPO, was a leading manufacturer, marketer and seller
of automotive chemicals and additives.
EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products. Unifide was a leading marketer and seller of
automotive chemicals and additives. Today's Way manufactured and
packaged the products which were sold by Unifide.
INNKEEPERS USA: Cerberus & Chatham Win Auction for 64 Hotels
------------------------------------------------------------
Innkeepers USA Trust and certain of its affiliates and
subsidiaries concluded a two-day auction that determined the
sponsors of the Company's Plan of Reorganization and yielded an
increase in value of more than $145 million when compared to the
stalking horse bid approved by the Bankruptcy Court.
The first successful proposal was submitted by a joint venture
between the private-equity firm Cerberus Capital Management, L.P.
and real estate investment trust Chatham Lodging. The joint
venture agreed to acquire the Debtors' interests in the portfolio
of hotel properties that comprise the collateral for Innkeepers'
$825.4 million fixed rate mortgage pool loan and the $238 million
floating rate mortgage pool loan. The final purchase price to be
paid by the joint venture is $1.1 billion.
The second successful proposal was submitted by Chatham Lodging
for the five properties (Residence Inn Mission Valley, Residence
Inn Anaheim (Garden Grove), Doubletree Washington, DC, Residence
Inn Tyson's Corner, and Homewood Suites San Antonio) that serve as
collateral for loan trusts serviced by LNR Partners LLC. The final
purchase price is $195 million.
"The outcome of the auction represents a tremendous success for
the Company and its stakeholders," said Marc Beilinson, the
Company's Chief Restructuring Officer. Mr. Beilinson added, "The
Debtors and their professionals worked tirelessly to foster and
promote spirited bidding on the Company's assets. The results
achieved mark the successful conclusion of a robust marketing
process that was commenced by the Company in September 2011. We
look forward to closing these transactions and emerging from
chapter 11."
A hearing on Innkeepers' disclosure statement will take place on
May 10 and Innkeepers expects that a hearing on confirmation of
their Plan of Reorganization will take place on June 23.
The chapter 11 cases are pending in the United States Bankruptcy
Court for the Southern District of New York.
Cerberus and Chatham Lodging Statement
"We are pleased that our joint venture with Chatham Lodging Trust
has been selected as the winning bidder for most of Innkeepers'
hotels," said Tim Price, Managing Director and spokesperson at
Cerberus. "Our ability to work with Innkeepers founder and former
CEO Jeff Fisher, now CEO at Chatham, is great news for the company
and for its employees. No one knows Innkeepers better than Jeff,
and we are excited about the company's future prospects with a new
capital structure in place."
Jeff Fisher, CEO of Chatham, said, "We are excited to acquire
these premium-branded select-service hotels early in the recovery
of the lodging industry. With a new capital structure in place, a
committed partner in Cerberus and strong franchisor affiliation,
our joint venture is well positioned to create value for our
Shareholders and Cerberus."
Barclays Capital acted as financial advisor to Chatham.
Completion of the transaction is contingent upon satisfaction of
certain conditions, including bankruptcy court approval.
Established in 1992, Cerberus Capital Management, L.P., together
with its affiliates, is one of the world's leading private
investment firms, with approximately $23 billion under management.
Through its team of investment and operations professionals,
Cerberus specializes in providing both financial resources and
operational expertise to help transform undervalued companies into
industry leaders for long-term success and value creation.
Cerberus is headquartered in New York City with affiliate and/or
advisory offices in the US, Europe and Asia.
Chatham Lodging Trust is a self-advised real estate investment
trust that was organized to invest in upscale extended-stay hotels
and premium-branded select-service hotels. The company currently
owns 13 hotels with an aggregate of 1,650 rooms/suites in nine
states and has one hotel comprising 174 rooms under contract to
purchase.
* * *
Mike Spector and Eliot Brown, writing for The Wall Street Journal,
report that Cerberus Capital and Chatham topped a previous
$970.7 million offer made earlier this year by a venture of Five
Mile Capital Partners and a Lehman Brothers Holdings Inc.
subsidiary.
The 64 hotels consist of:
-- 45 properties, most of which are attached to a mortgage
serviced by Midland Loan Services Inc., including several
operating under the Marriott, Hilton or Hyatt brand names;
and
-- 19 properties with a mortgage held by the Lehman unit.
According to the Journal, sources said Cerberus and Chatham will
assume more than $700 million of the Midland mortgage, reducing
the size of that loan by about $100 million. The sources also
said Cerberus and Chatham paid roughly $400 million in cash as
part of the bid, $220 million of which will go toward paying
Lehman's mortgage.
The Journal notes Chatham Chairman and Chief Executive Jeffrey
Fisher founded and ran Innkeepers from 1994 until it was taken
private by Apollo Investment Corp. in 2007 for $1.5 billion in
equity and assumed debt. Chatham declined to comment on the
auction, according to the Journal.
Sources further told the Journal that Chatham is also bidding for
five hotels, which remain on the auction block. One of the
sources said Hersha Hospitality Trust, a real estate investment
trust founded and operated by the Shah family of hoteliers in
Philadelphia, is also looking at the remaining five hotels along
with other bidders.
About Innkeepers USA Trust
Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.
Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.
Apollo Investment Corporation acquired Innkeepers in June 2007.
Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).
Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors. AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer. Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion. As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.
ISLAND ONE: Plan Confirmation & Sale Hearings Resume Today
----------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida has been continued to May 4, 2011, at
9:00 a.m., the hearing on the approval of the sale of the assets
of Island One, Inc., and its debtor affiliates and the
confirmation of the Debtors' plan of reorganization and its
accompanying disclosure statement.
The hearings were previously set for Apr. 20.
Among those who filed objections to the Plan are the Official
Committee of Unsecured Creditors, the Miami-Dade County Tax
Collector, and BB&T. As per the minutes of the Apr. 20 court
hearing, the Creditors' Committee has withdrawn its objection to
the Plan.
About Island One
Orlando, Florida-based Island One, Inc., filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 10-16177) on
Sept. 10, 2010. Tiffany D. Payne, Esq., Elizabeth A. Green, Esq.,
and Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, in Orlando
Fla., represent the Debtors as counsel. In its schedules, the
Debtor disclosed $155,100,767 in assets and $310,897,452 in
liabilities.
IOI Funding I, LLC, a debtor-affiliate, filed for Chapter 11
bankruptcy protection on Sept. 10, 2010 (Bankr. M.D. Fla. Case
No. 10-16189). The Debtor disclosed total assets of $9,230,309,
and total liabilities of $7,265,160.
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Island One, Inc. has tapped Adam Lawton Alpert, Esq., a
shareholder, and Bush Ross, P.A. as its general counsel.
J SILVER: Payments to Chairman & Bank Lender Not Preferential
-------------------------------------------------------------
The Chapter 7 Trustee for J. Silver Clothing, Inc., sued James J.
Fuld, Jr., and Connecticut Community Bank, N.A., d/b/a Greenwich
Bank & Trust company, seeking to recover $485,569.95 as avoidance
claims. Defendants have moved for summary judgment pursuant to
Rule 56 of the Federal Rules of Civil Procedure, made applicable
by Rule 7056 of the Federal Rules of Bankruptcy Procedure. The
Trustee has cross-moved for partial summary judgment. This is
Defendants' second attempt at summary judgment. By Order, dated
Oct. 15, 2008, the Court denied Defendants' earlier motion for
summary judgment on the basis that the Trustee had raised issues
of material fact, namely, whether the parties intended a
contemporaneous exchange and the value of the collateral in a
liquidation. Thereafter, the parties were unsuccessful in their
mediation efforts and have now completed discovery.
In a Memorandum Opinion dated April 29, 2011, Bankruptcy Judge
Kevin Gross granted Defendants' Motion and denied the Trustees'
Motion. The Court held that the Bank and Mr. Fuld are not liable
for fraudulent transfers or the receipt of preferences.
Mr. Fuld had invested in the Company initially in 1998 as a
minority shareholder. His interest was liquidated in connection
with a 2000 reorganization. In the fall of 2003, Mr. Fuld
reinvested in the Company through a capital infusion and acquired
a majority ownership interest in the Company's parent company. He
served as the Company's chairman of the board but did not hold an
executive position.
Mr. Fuld is also the president and owner of a consulting company
which the Company hired to seek additional sources of funding,
whether through debt or equity, to expand and improve business.
The case is Jeoffrey L. Burtch, Chapter 7 Trustee, v. Connecticut
Community Bank, N.A. d/b/a The Greenwich Bank & Trust Company and
James J. Fuld, Jr., Adv. Proc. No. 07-50814 (Bankr. D. Del.). A
copy of Judge Gross' ruling is available at http://is.gd/wtyGA6
from Leagle.com.
About J. Silver Clothing
J. Silver Clothing, Inc., was a retailer of modestly priced
clothing at 29 urban locations. By mid-January 2005, the Company
concluded that liquidation and a bankruptcy filing were
inevitable. It sought purchasers and after approaching numerous
buyers, only Hoffman Acquisition Corp. made a firm offer, which
was to purchase 29 stores for $1.4 million. Hoffman would
purchase some stores immediately and others after the Company
filed a pre-packaged bankruptcy petition. The Company was unable
to obtain landlord permission to transfer the 29 leases, which
required revising the sale. Hoffman agreed to purchase 10 stores
leases and store assets for $600,000. There would not be a
bankruptcy court's approval of the sale free and clear of liens
and encumbrances, and Hoffman therefore required the Company's
bank lender to release its lien on the assets. The sale to
Hoffman closed on Feb. 16, 2005, and, as required by the Loan
Agreement, Hoffman, on behalf of the Company, paid the Bank the
$485,569.95 which the Company owed, thereby enabling the Bank to
release its lien as Hoffman required.
The Hoffman Sale was not sufficient to prevent the necessity of
the Company's bankruptcy. The Company filed its petition under
chapter 11 (Bankr. D. Del. Case No. 05-10522) on Feb. 25, 2005.
Gilbert R. Saydah, Jr., Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, represented the retailer. The
Debtor estimated under $10 million in assets and debts in its
bankruptcy petition. On April 12, 2005, the Debtor's case was
converted to a case under chapter 7.
The Company went through a prior Chapter 11 bankruptcy
reorganization beginning in December 2000.
JACKSON HEWITT: Loan Extended May 20 for Restructuring Talks
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Jackson Hewitt Tax Service
Inc. tweaked its credit agreement, giving it an extra three weeks
to make a principal payment and strike a restructuring deal with
its lender. The report relates that the Company filed papers with
the Securities and Exchange Commission affirming that it had
negotiated an amendment to its credit agreement with Wells Fargo.
"The amendment is intended to provide additional time for the
company and the lenders to agree upon a mutually satisfactory
restructuring," Jackson Hewitt said in the filings, according to
the report.
According to the report, the Company had previously revealed that
it was attempting to negotiate a restructuring of its balance
sheet with its lenders, including a possible prepackaged
bankruptcy, by April 29.
The amendment extends that deadline until May 20, though Jackson
Hewitt noted that the timetable for a potential restructuring was
far from certain, the report notes. "No assurance can be given
with respect to the terms or timing of any contemplated
restructuring," the company said, the report adds.
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.
JAVO BEVERAGE: Effective Date of Plan Anticipated to be on May 13
-----------------------------------------------------------------
On March 22, 2011, Javo Beverage Company filed an amended plan of
reorganization with the U.S. Bankruptcy Court for the District of
Delaware.
On April 28, 2011, the Bankruptcy Court entered an order
confirming the Amended Plan. The effective date of the Amended
Plan is anticipated to be on or about May 13, 2011. In accordance
with the Amended Plan, no value or distributions will be provided
to the Company's existing holders of preferred stock, common
stock, warrants or any other form of equity interests, or claims
arising from or related to the foregoing equity interests, on
account of such interests.
As reported in the May 3, 2011 edition of the Troubled Company
Reporter, Bill Rochelle, the bankruptcy columnist for Bloomberg
News, said that the Debtor filed under Chapter 11 in
January having already negotiated an agreement where current
investor Coffee Holdings LLC would become the owner. As revised,
the plan gives Coffee Holdings 90% of the equity in exchange for
$3.2 million in financing for the Chapter 11 case, $6 million in
senior notes, and $12.1 million in subordinated notes of the
operating company. Coffee Holdings owns 23% of the existing
common stock.
According to the Bloomberg report, for unsecured creditors and
subordinated noteholders of the operating company, the plan was
improved after negotiations with the official creditors'
committee. General unsecured creditors with $2.5 million in
claims are being paid in full with interest in quarterly
installments over one year. Holders of $11.1 million in
subordinated notes of the operating are taking home 10% of the new
stock plus an $800,000 note, for a 19.9% recovery. Holders of
subordinated notes of the holding company receive nothing.
On the Effective Date, without any further action, all common
stock, preferred stock, warrants, and any other form of equity
interest will be automatically canceled and extinguished. Also on
the Effective Date, the reorganized company will be a "private"
company and will not be subject to the reporting requirements of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
A copy of the Confirmation Order is available for free at:
http://is.gd/Rmw5fG
About Javo Beverage
Vista, California-based Javo Beverage Company, Inc., aka La Jolla
Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based
dispensed beverages, drink mixes and flavor systems. It filed for
Chapter 11 bankruptcy protection on Jan. 24, 2011 (Bankr. D. Del.
Case No. 11-10212). Debra A. Riley, Esq., at Allen Matkins Leck
Gamble Mallory & Natsis LLP, serves as the Debtor's bankruptcy
counsel. Robert J. Dehney, Esq., and Matthew B. Harvey, Esq., at
Morris, Nichols, Arsht & Tunnell LLP, is the Debtor's co-counsel.
Valcor Consulting LLC is the Debtor's financial advisor. Kurtzman
Carson Consultants LLC is the Debtor's claims agent. The Debtor
disclosed $14,659,681 in total assets and $26,705,755 in total
debts as of the Petition Date.
The Official Committee of Unsecured Creditors of Javo Beverage
Company Inc. has retained Richards, Layton & Finger P.A. as its
counsel and J.H. Cohn LLP as its financial advisor.
LEHMAN BROTHERS: Netherlands Unit's Trustee Objects to Plan
-----------------------------------------------------------
Lehman Brothers Treasury Co. BV's bankruptcy trustees objected to
the U.S. revised plan of reorganization filed by Lehman Brothers
Holdings Inc., saying it should recognize an intercompany claim
as senior debt, Jurjen van de Pol at Bloomberg News reported on
April 29.
"The Lehman Brothers Treasury trustees advised Lehman Brothers
Holdings Inc. that they object to the January plan's failure to
recognize the seniority of Lehman Brothers Treasury's
intercompany claims," Rutger J. Schimmelpenninck and Frederic
Verhoeven, lawyers at Amsterdam-based Houthoff Buruma, wrote in
their eighth report on the Lehman bankruptcy, the report quoted.
The trustees said they are discussing better treatment of the
claim with Lehman Brothers Holdings and "certain key noteholder
groups," the report added.
The Lehman Brothers Treasury unit helped finance the business
activities of affiliates of New York-based Lehman, the securities
firm that filed for bankruptcy in 2008, by selling financial
instruments including structured notes, the trustees said,
Bloomberg related. The Lehman holding company owed $33.2 billion
to Lehman Brothers Treasury as of Sept. 12, 2008, they said.
While the January plan "does not recognize the intercompany
claim's status as senior debt," it "seems to have acknowledged
the senior status of certain other claims, which was not the case
in its previous plan," the lawyers said in today's filing in
Amsterdam district court, according to Bloomberg.
The balance of the unit's estate accounts was 5.81 million euros
($8.61 million) at the end of March, the trustees said, the news
agency said.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Proposes Determination Process for 21,000 Claims
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors have
sought court approval to implement a process to determine the
allowed amount of more than 21,000 proofs of claim for the
purpose of voting and distribution under their proposed Chapter
11 plan.
The claims, aggregating $55 billion, are based on structured
securities issued or guaranteed by LBHI. A list of these claims
is available without charge at:
http://bankrupt.com/misc/LBHI_SecuritiesClaims.pdf
Prior to their bankruptcy filing, LBHI and its foreign
affiliates issued about 5,000 securities with a notional amount
of more than $40 billion to thousands of investors around the
world.
Many of the securities were complex structured notes which
provide that the return to the investors at maturity or the
payment of periodic interest is linked to the performance of an
underlying asset or group of assets including global indices,
single stocks, currencies, interest rates, and various credit
derivative instruments. Many of these structured securities
issued by LBHI's affiliates are guaranteed by the company.
Because the structured securities generally do not have indenture
trustees, the responsibility for filing proofs of claim based on
those securities falls to the record holders and their beneficial
holders.
"The procedures proposed are intended to ease the administration
of the immense number of these complex claims while neither
affecting nor modifying in any way the substantive rights of any
claimant to dispute LBHI's proposed allowed claim amounts," says
the Debtors' lawyer, Alfredo Perez, Esq., at Weil Gotshal &
Manges LLP, in Houston, Texas.
A full-text copy of the proposed order detailing the securities
claim determination process is available without charge at:
http://bankrupt.com/misc/LBHI_PropOrdSecuritiesClaims.pdf
The Court will hold a hearing on May 18, 2011, to consider
approval of the proposed procedures. The deadline for filing
objections is May 11, 2011.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Proposes Avoidance Claims Settlement Protocol
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to implement a process to settle so-called
"avoidance claims."
The claims are on account of, among other things, funds the
Debtors transferred to counterparties in more than 230
transactions entered into before their bankruptcy filing.
The Debtors previously filed more than 50 lawsuits to recover
those funds, which were stayed on October 2010 by the Court to
allow the Debtors to conduct further due diligence and pursue
settlement of the avoidance claims.
"The Debtors believe that the [procedures] will enable them to
significantly reduce the costs incurred in resolving such claims,
with corresponding benefits to their estates and creditors," said
the Debtors' lawyer, Jacqueline Marcus, Esq., at Weil Gotshal &
Manges LLP, in New York.
In negotiating and achieving settlements, the Debtors will be
guided by, among other things, the likelihood of their success in
their prosecution of claims and the estimated costs they would
incur in litigating those claims.
Furthermore, the Debtors will confer with the Official Committee
of Unsecured Creditors and Lehman Brothers Inc.'s trustee
regarding the settlement as provided for in the proposed
settlement process.
A copy of the proposed order detailing the proposed settlement
procedures is available without charge at:
http://bankrupt.com/misc/LBHI_AvoidanceClaimSettlement.pdf
The Court will hold a hearing on May 18, 2011, to consider
approval of the proposed procedures. The deadline for filing
objections is May 11, 2011.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: LBSF Wants to Sell Interests in 1271 LLC
---------------------------------------------------------
Lehman Brothers Special Financing Inc. seeks the Court's
authority to pursue several transactions involving its non-debtor
subsidiary, 1271 LLC.
LBSF owns 100% of the equity interest in 1271, which was created
in June 2009 for the sole purpose of taking an assignment of
LBSF's interest in a swap agreement with BH Finance LLC. In
accordance with a court order, dated Jan. 28, 2009, LBSF
assumed and assigned its interest in a credit default swap
agreement with BH to 1271 and prepaid all payments that could
become due from 1271 to BH under the Swap Agreement. The Swap
Agreement comprises the sole asset of 1271.
Pursuant to the Swap Agreement, BH provides credit protection to
1271 with respect to a portfolio of reference entities and
obligations, including various municipalities, corporations and
indices. If certain credit events occur with respect to the
reference entities or obligations as set forth in the Swap
Agreement, then BH is required to make credit protection payments
to 1271. BH's obligations under the Swap Agreement are fully
guaranteed by its parent, Berkshire Hathaway Inc. The Swap
Agreement covers a portfolio of trades with an aggregate notional
value of approximately $10.9 billion, of which approximately $8
billion is with respect to the municipal portfolio that relates
to 14 reference municipalities.
Since February 2009, LBSF has been trying to monetize the
Municipal Portfolio for the benefit of its creditors. To assist
with the monetization of the Municipal Portfolio, 1271 recently
engaged Morgan Stanley & Co. Inc. and certain of its affiliates.
MS will assist with the reorganization of 1271's capital
structure or organizational form so that classes of securities
corresponding to specific reference entities within the Municipal
Portfolio can be created and auctioned for sale to investors.
This, according to Robert J. Lemons, Esq., at Weil, Gotshal &
Manges LLP, in New York, is necessary to maximize the value of
the Swap Agreement due to the size and composition of the
Municipal Portfolio, which makes it difficult to find a single
assignee for the Swap Agreement. After the classes of securities
have been created, MS will market and pursue financially capable
investors to participate in auctions for those securities. MS
will be compensated for its services by 1271 based on a
percentage of the purchase price secured by MS for each such
security representing a portion of the Municipal Portfolio. 1271
may become obligated to pay a minimum service fee of $2.5 million
to MS.
By this motion, LBSF seeks authority to:
(i) take and to cause 1271 to take all actions that may be
necessary or appropriate to issue classes of interests in
1271, including to amend the constitutive documents and
capital structure of 1271 or change 1271's organizational
form;
(ii) sell free and clear and to cause 1271 to sell or issue
interests in 1271 and debt obligations and take any other
action to monetize the Municipal Portfolio without
further Court approval, subject to the consent of the
Official Committee of Unsecured Creditors; and
(iii) make a capital contribution of $2.5 million to 1271 to
enable 1271 to pay the Minimum Service Fee to MS.
Daniel Ehrmann, a managing director with Alvarez & Marsal North
America, LLC, says that through the Transactions, LBSF will
realize the value of 1271's "in the money" position on the
Municipal Portfolio for the benefit of its creditors, which LBSF
has marked on its internal books and records from October 2009
through March 2011 between $375 million and $675 million. Based
on his consultation with the Debtors' employees and assessment of
the value of the Municipal Portfolio, the current and projected
market conditions and the Debtors' prior efforts to monetize the
Municipal Portfolio, LBSF believes the proposed Transactions
represent the best and most efficient method to maximize the
value of the Municipal Portfolio, Mr. Ehrmann tells the Court.
The sale of the Classes to various investors also relieves LBSF's
estate of the risk that a change in market conditions could shift
the value of the Municipal Portfolio into the swap counterparty's
favor and reduce the value of 1271's "in the money" position,
which would decrease LBSF's ultimate recovery on the Municipal
Portfolio, Mr. Ehrmann continues.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: LBI and JPM Agree on Return of $800-Mil.
---------------------------------------------------------
JPMorgan Chase & Co. announced that it has reached an agreement
with the Lehman Brothers Inc. (LBI) Trustee to return more than
$800 million in Lehman customer assets to the LBI Estate for
distribution to its customer claimants. The agreement will have
no material financial impact on JPMorgan Chase.
JPMorgan worked closely with the Trustee and voluntarily provided
significant assistance to the Trustee. The predominant source of
the returned assets will be from cash and securities from LBI
accounts that JPMorgan had set aside and held pending a
resolution with the Trustee.
The Trustee said: "JPMorgan's constructive approach in resolving
this matter is consistent with JPMorgan's spirit, and course, of
cooperation in addressing issues implicating claims to customer
property."
The agreement is subject to the approval of the United States
Bankruptcy Court of the Southern District of New York.
About JPMorgan Chase & Co.
JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial
services firm with assets of $2.2 trillion and operations in more
than 60 countries. The firm is a leader in investment banking,
financial services for consumers, small business and commercial
banking, financial transaction processing, asset management and
private equity. A component of the Dow Jones Industrial Average,
JPMorgan Chase & Co. serves millions of consumers in the United
States and many of the world's most prominent corporate,
institutional and government clients under its J.P. Morgan and
Chase brands. Information about JPMorgan Chase & Co. is available
at http://www.jpmorganchase.com/
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MAJESTIC TOWERS: Files for Chapter 11 Protection
------------------------------------------------
Majestic Towers Inc. filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 11-28407) on April 28, 2011.
Majestic Towers operates the Wilshire Hotel on Wilshire Boulevard
in Los Angeles. 3515 Wilshire, LLC, an affiliate, is the owner of
the hotel and also has sought Chapter 11 protection. The 12-story
hotel, in the Koreatown area of Los Angles, has 385 rooms and was
purchased by the current owners in 2005 for $39 million. Asiana
Air rents as much as 80 to 90 rooms each day, according to a court
filing.
True North Mezzanine Investment Fund SPE LLC, owed $25.5 million,
asserts a security interest in The Wilshire Hotel. The Debtors
defaulted on the loan.
The Company blamed its financial troubles on a $3.48 million state
court judgment in favor of the city of Los Angeles. It said the
city seized incoming revenue to pay what the hotel admits is more
than $1.4 million owed on occupancy taxes.
The Debtors also blamed their woes on a unionized workforce. They
say the wages paid constitute an "unreasonable amount of expense"
and at one point constituted 68% of total income (40% is the
industry standard). The Debtors engaged in negotiations with the
union but failed to reach a deal. The Debtors say they may be
taking action under applicable provisions of the Bankruptcy Code
to address this problem.
MAJESTIC TOWERS: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Majestic Towers, Inc.
3515 Wilshire Boulevard
Los Angeles, CA 90010-2301
Bankruptcy Case No.: 11-28407
Chapter 11 Petition Date: April 28, 2011
Court: U.S. Bankruptcy Court
Central District of California (Los Angeles)
Judge: Sheri Bluebond
Debtor's Counsel: Mark S. Horoupian, Esq.
SULMEYERKUPETZ, A PROFESSIONAL CORPORATION
333 S. Hope Street, 35th Floor
Los Angeles, CA 90071-1406
Tel: (213) 626-2311
E-mail: mhoroupian@sulmeyerlaw.com
- and -
Victor A. Sahn, Esq.
SULMEYERKUPETZ, A PROFESSIONAL CORPORATION
333 S. Hope Street, 35th Floor
Los Angeles, CA 90071-1406
Tel: (213) 626-2311
Fax: (213) 629-4520
E-mail: vsahn@sulmeyerlaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Leo Y. Lee, president.
Debtor's List of 21 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Leo Y. and Hyo S. Lee Loan $5,000,000
Individually and as Trustees of
The Lee 2003 Family Trust
Dated April 8, 2003
61 Fremont Place
Los Angeles, CA 90017-2457
Carmen A. Trutanich Judgment $3,489,641
Beverly A. Cook
c/o City of Los Angeles
200 N. Main Street, 9th Floor, Room 920
Los Angeles, CA 90012
Office of Finance Trade Debt $95,900
City of Los Angeles
P.O. Box 30655
Los Angeles, CA 90030-0655
LA Department Water and Power Utility Services $45,935
Sysco Trade Debt $24,255
Joseph E. Herman Legal Services $17,920
Force One Group, Inc. Trade Debt $10,230
Pacific Aviation Corp. Trade Debt $8,288
HyperDisk Marketing Trade Debt $7,000
Operating Engineers Local 501 Trade Debt $6,824
Worldwide Produce Trade Debt $6,447
Douglas Wilson Companies Trade Debt $6,357
LodgeNet Trade Debt $5,535
Central Pension Trade Debt $4,740
Serv Best Inc. Trade Debt $4,593
Expedia Travel Trade Debt $4,500
Preferred Food Service Co Inc. Trade Debt $4,413
American Tex-Chem Corporation Trade Debt $3,619
Sabre Hospitality Solutions Trade Debt $3,562
Sweet Temptations Trade Debt $3,028
Far East National Bank -- unknown
MARVKY CORP: To Present Plan for Confirmation on May 25
-------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas approved the adequacy of the disclosure
statement explaining the Second Amended Chapter 11 Plan of
Reorganization for Marvky Corporation.
Creditors entitled to vote to accept or reject the Debtor's plan
have until May 19, 2011. A hearing is set for May 25, 2011, to
consider confirmation of the Debtor's plan. Objections, if any,
are due May 19, 2011.
The Debtor filed the original version of the Plan and the
Disclosure Statement on Feb. 1, 2011. But the Court on March 17
expressed concerns regarding the Disclosure Statement. The
Disclosure Statement, as amended April 1, 2011, explains that the
Plan is based on selling Maryland Lakes, which was accomplished on
March 28, 2011 resulting in the satisfaction of most debts secured
by Maryland Lakes.
The Plan also contemplates repairing Hammerly Walk, continuing to
operate the property making monthly interest payments to Fannie
Mae and within 18 months refinancing the property. The creditors
who hold claims secured by Hammerly Walk will be paid in full in
connection with the refinancing of the property. The unsecured
creditors will be paid in-full over 60 months.
A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?75da
A full-text copy of the Chapter 11 Plan is available for free at
http://ResearchArchives.com/t/s?75db
About Marvky Corporation
Houston, Texas-based Marvky Corporation develops, manages and
leases two apartment complexes, one in Houston Texas, Hammerly
Walk, and one in Phoenix Arizona, Maryland Lakes. The Company
filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 10-
37786) on Sept. 6, 2010. John Akard, Jr., Esq., at John Akard Jr.
P.C., represents the Debtor. The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.
MBIA INC: Says Dismissal of Bank Suit over Split Should Be Upheld
-----------------------------------------------------------------
American Bankruptcy Institute reports that MBIA Inc. told New York
state's highest court that a lower court correctly dismissed a
lawsuit brought by banks, including UBS AG and Bank of America
Corp., challenging the bond insurer's 2009 split.
Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com/-- provides financial guarantee insurance,
investment management services, and municipal and other services
to public finance and structured finance clients on a global
basis.
METROPARK USA: Enters Chapter 11 Aiming for Quick Sale
------------------------------------------------------
Metropark USA Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 11-22866) on May 2 with the goal of
finding a buyer to keep its stores open.
Cynthia Harriss, chief executive officer, said in court papers
filed in White Plains, New York, that while Metropark will work to
close a going-concern sale through a bankruptcy auction process,
it recognizes its ability to do so is "far from certain" thanks to
a still wobbly retail environment. To that end, Metropark said it
would also accept bids from liquidators. Metropark said it must
pursue the sale immediately.
"The debtor simply lacks the access to capital to sustain
operations beyond the first week of this Chapter 11 case, absent
the infusion of new capital either through [a bankruptcy loan] or
the receipt of a guaranteed payment from a national liquidator to
conduct going-out-of-business sales in the debtor's retail
locations," Cynthia Harriss, chief executive officer, said in
court papers filed in White Plains, New York.
Metropark USA Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states. Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories. Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California. The Debtor said
that its balance sheet as of April 2, 2011, showed $28,933,805 in
assets and $28,697,006 in total liabilities.
The Debtor attained revenue of approximately $104 million for the
year ended Dec. 31, 2010, which represents a decline from fiscal
year 2009 revenue, which was approximately $114 million and a 15%
decline from the Debtor's peak performance in fiscal year 2008
revenue, which was approximately $123 million. Current revenue
projections for fiscal year 2011 are approximately $104 million
with sufficient inventory and the same number of stores.
The Debtor has suffered operating losses for the past 3 years,
with losses of $20.9 million from 2008 to 2010. The operating
loss for fiscal year 2011 is projected to be approximately
$4.5 million.
Liquidation Sale Deal Reached
In the weeks prior to the Petition Date, the Debtor conducted an
extended marketing process in an effort to identify a going
concern partner and/or equity investment in Metropark. While doing
so, the Debtor's financial condition continued to deteriorate to
the point that it can no longer operate in the ordinary course
without immediate access to additional financing. Unfortunately,
the Debtor's assets cannot adequately collateralize additional
financing, thus, in order sustain further operations (including
payment of payroll and May rent), the Debtor is left with no
choice but to immediately commence going out of business sales at
all of its retail locations by no later than May 6, 2011.
The Debtor has filed a motion to sell substantially all assets
which includes a request to assume an Agency Agreement dated
May 1, 2011, between the Debtor, on the one hand, and, on the
other hand, a joint venture comprised of SB Capital Group, LLC and
Tiger Capital Group, LLC. The joint venture was selected
following an auction prior to the bankruptcy filing.
Under the Agency Agreement, SB Capital and Tiger will conduct
going-out-of-business, store closing sales at 71 stores of the
Debtor. A list of the closing stores is available for free at:
http://bankrupt.com/misc/MetroPark_ClosingStores.pdf
SB Capital and Tiger will guarantee to Company a minimum recovery
of 55% of the aggregate cost value of the merchandise.
The Agency Agreement will be subject to higher or otherwise better
bids at an auction to be held between the date of this filing and
the hearing on the Sale Motion.
Going Concern Sale Still Possible
The Debtor said that as of the Chapter 11 filing, certain
financial partners continue to conduct due diligence on a possible
going concern acquisition of Metropark. In the event remaining
interest materializes into a committed transaction prior to the
hearing on the Sale Motion, the Debtor expects to proceed with the
Sale Motion -- albeit on a smaller scale -- as any going concern
bidder is likely to require the closure of underperforming stores
prior to closing on a going concern transaction. The Debtor will
not seek approval of a going concern transaction at the
hearing on this Sale Motion, but rather will only seek approval of
"store closing sales" for specified retail locations. Any going
concern transaction will be subject to a separate motion and
appropriate notice and hearing, under the circumstances.
METROPARK USA: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Metropark USA, Inc.
1530 Palisades Center Drive
West Nyack, NY 10994
Bankruptcy Case No.: 11-22866
Chapter 11 Petition Date: April 26, 2011
Court: U.S. Bankruptcy Court
Southern District of New York (White Plains)
Judge: Robert D. Drain
Debtor's Counsel: Cathy Hershcopf, Esq.
COOLEY LLP
1114 Avenue of the Americas
New York, NY 10036
Tel: (212) 479-6138
Fax: (212) 479-6195
E-mail: chershcopf@cooley.com
- and -
Jeffrey L. Cohen, Esq.
COOLEY LLP
1114 Avenue of the Americas
New York, NY 10036
Tel: (212) 479-6218
Fax: (212) 479-6275
E-mail: jcohen@cooley.com
Financial
Advisors: CRG PARTNERS GROUP, LLC
Debtors'
Claims &
Notice Agent: OMNI MANAGEMENT GROUP, LLC
Total Assets: $28,933,805 as of April 2, 2011
Total Debts: $28,697,006 as of April 2, 2011
A list of the Company's 30 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-22866.pdf
The petition was signed by Cynthia Harriss, CEO.
MIDWEST BANC: Asks for Delay Until May 25 of Plan Hearings
----------------------------------------------------------
BankruptcyData.com reports that Midwest Banc Holdings and its
official committee of unsecured creditors filed with the U.S.
Bankruptcy Court a motion to reschedule from May 4, 2011 until
May 25, 2011 a hearing to consider its Disclosure Statement and
Chapter 11 Plan of Liquidation.
According to the Debtors, "Since the Objection Deadline, the Plan
Proponents have been working diligently to resolve Objections to
the Plan and/or Disclosure Statement. As a result of discussions
with Objecting Parties, the Plan Proponents believe that it may be
necessary or desirable to modify the Plan. It is the Plan
Proponents' belief that the majority of the likely modifications
will not adversely change the treatment of Claims held by
Creditors or Equity Security Holders. Certain modifications,
however, are being considered that might adversely affect the
treatment of some Creditors. If such modifications are made, the
Plan Proponents would seek written consent from the affected
Creditors in advance of the Joint Hearing."
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.
MOLECULAR INSIGHT: Intends to Deregister Common Stock
-----------------------------------------------------
Molecular Insight Pharmaceuticals, Inc. intends to file a Form 15
with the Securities Exchange Commission on or about May 13, 2011
to deregister its common stock and common stock purchase rights
which are attached to and traded with shares of the common stock
under the Securities Exchange Act of 1934, as amended, and to
suspend its reporting obligations thereunder. On Jan. 21, 2011,
The Nasdaq Stock Market LLC filed Form 25 with the SEC to delist
the Molecular Insight's common stock from the Nasdaq Global
Market, which delisting took effect on Jan. 31, 2011. The Board
of Directors of the Company, after careful analysis and
deliberation, determined that any beneficial effect to the Company
of being registered is substantially outweighed by the significant
costs associated with regulatory compliance and decided to suspend
the reporting obligations pursuant to the SEC rules, particularly
in light of the pending Chapter 11 reorganization proceedings that
was commenced by the Company on December 9, 2010 under the U.S.
Bankruptcy Code. In addition, in an effort to preserve the full
amount of the Company's net operating losses, and as required
under the previously announced Plan Support Agreement with certain
of the Company's bondholders, the Company intends to seek an order
from the Bankruptcy Court that would restrict, under certain
circumstances, the trading of the Company's common stock by
entities that hold more than 4.5% of the Company's common stock.
The Company anticipates that, as a consequence of the
deregistration, the Company's common stock will no longer be
eligible for trading on the Over-the-Counter Bulletin Board. If
the Company's Chapter 11 Plan of Reorganization is approved in the
form presently proposed, all of the Company's currently
outstanding shares will be cancelled.
About Molecular Insight
Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases. The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
Sept. 30, 2010.
Molecular Insight filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010. Kramer
Levin Naftalis & Franklin LLP serves as the Debtor's lead
bankruptcy counsel. Alan L. Braunstein, Esq., at Riemer &
Braunstein, LLP, serves as the Debtor's local Massachusetts
counsel. Foley & Lardner LLP is the Debtor's special counsel.
Tatum LLC, a division of SFN Professional Services LLC, is the
Debtor's financial consultant. Omni Management Group, LLC, is the
claims, and balloting agent.
MONEYGRAM INT'L: Nigel Lee Agrees to Resign as EVP EMEAAP
---------------------------------------------------------
Effective April 26, 2011, Nigel L. Lee, Executive Vice President,
EMEAAP of MoneyGram International, Inc., agreed to resign at the
Company's request. The Company will make no severance payments in
connection with the resignation, and all options held by Mr. Lee
to purchase Company stock have terminated.
About MoneyGram International
MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers. MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.
The Company's balance sheet at March 31, 2011, showed
$4.97 billion in total assets, $4.90 billion in total liabilities,
$1.03 billion in total mezzanine equity, and a $955.76 million
total stockholders' deficit.
The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.
* * *
According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'. Outlook is stable. Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.
MWM CARVER: Disclosure Statement Hearing Slated for May 25
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia set
May 25, 2011, at 9:30 a.m., in Courtroom 1, U.S. Courthouse, 333
Constitution Avenue, Washington, DC, to consider the adequacy
of the disclosure statement explaining a Chapter 11 plan of
reorganization filed by MWM Carver Terrace LLC on April 7, 2011.
The Debtor said the Plan will allow it to efficiently liquidate
its assets and make distributions to creditors. The Plan will
result in creditors receiving a greater recovery than would be
available if the Debtor's assets were liquidated under Chapter 7
of the Bankruptcy Code and distributed in accordance with the
statutory scheme of priorities contained in the Bankruptcy Code.
The Debtor added that proceeds of the sale of assets, the
Reorganized Debtor's cash and the Reorganized Debtor's accounts
receivable will fund a distribution account, which will be used by
the Reorganized Debtor to make payments required under the Plan.
Under the Plan, all creditors will receive cash equal to 100% of
their allowed claims. Holders of interests will retain 100%
ownership in the reorganized Debtor.
A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?75dc
Washington, DC-based MWM Carver Terrace, LLC, owns a 407-unit
residential apartment building located at 2026 Maryland Avenue NE,
Washington D.C. 20002. It filed for Chapter 11 bankruptcy
protection on March 3, 2011 (Bankr. D. Colo. Case No. 11-00168).
Brent C. Strickland, Esq., at Whiteford, Taylor, & Preston L.L.P.,
serves as the Debtor's bankruptcy counsel. The Debtor estimated
its assets at $10 million to $50 million and debts at $1 million
to $10 million.
OPTI CANADA: Six New Directors Elected at Annual Meeting
--------------------------------------------------------
At the annual meeting of shareholders of OPTI Canada Inc. held on
April 27, 2011 in Calgary, Alberta, these nominees were elected as
directors of the Corporation to hold office until the next annual
meeting of shareholders:
-- Ian W. Delaney
-- Charles L. Dunlap
-- David Halford
-- Edythe (Dee) Marcoux
-- Christopher P. Slubicki
-- James M. Stanford
Shareholders voted for the appointment of PricewaterhouseCoopers
LLP, Chartered Accountants, to hold office until the close of the
next annual meeting of shareholders at such remuneration as may be
fixed by the directors of the Corporation
About OPTI Canada
OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process. OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.
The Company reported a net loss and comprehensive loss of C$273.82
million on C$249.80 million of revenue for the year ended Dec. 31,
2010, compared with a net loss and comprehensive loss of
C$306.16 million on C$143.84 million of revenue during the prior
year.
The Company's balance sheet at March 31, 2011 showed
C$4.02 billion in total assets, C$2.93 billion in total
liabilities, and C$1.09 billion in total equity.
* * *
OPTI Canada carries a 'CCC+' long-term corporate credit rating
from Standard & Poor's Ratings Services. It has a 'Caa2'
corporate family rating from Moody's Investors Service.
"S&P base its decision to lower the ratings on the increasing
financing burden associated with OPTI's debt and the widening gap
between potential cash flow generation, and financing and spending
obligations," said Standard & Poor's credit analyst Michelle
Dathorne in August 2010, to explain S&P's downgrade of the
corporate rating to 'CCC+' from 'B-'. "Our estimates of the
operating cash flows necessary for the company to fund all
required financing obligations and capital spending internally
provide no allowances for production shortfalls or commodity-price
weakness from now until 2012. This lack of financial flexibility
is characteristic of a credit profile in the 'CCC' category," Ms.
Dathorne added.
In the Dec. 17, 2010 edition of the TCR, Standard & Poor's said it
lowered its long-term corporate credit rating on OPTI Canada Inc.
to 'CCC-' from 'CCC+'. The outlook is negative. At the same
time, Standard & Poor's lowered its senior secured debt rating on
OPTI's secured revolving credit facility and first lien debt to
'CCC+' from 'B', and its senior secured debt rating on the second-
lien obligations to 'CCC' from 'B-'. The '1' recovery rating on
the company's secured revolving credit facility and first-lien
debt and the '2' recovery rating on the second-lien debt are
unchanged.
The ratings on OPTI reflect Standard & Poor's view of the
company's high leverage, forecast weak cash flow profile, and the
opportunity costs associated with ongoing production shortfalls
because operating efficiency continues to deviate from S&P's
expectations. S&P believes that somewhat offsetting these
weaknesses are the long-term growth prospects inherent in the Long
Lake in-situ project's and OPTI's other oil sadns leases' large
resource base; and the potential to achieve a competitive cost
profile (which includes total operating and sustaining capital
spending) when the project can hit and sustain production levels
at design capacity.
OTTER TAIL: Amends Plan After Assets Sale
-----------------------------------------
BankruptcyData.com reports that Otter Tail Ag Enterprises filed
with the U.S. Bankruptcy Court a Third Amended Chapter 11 Plan of
Liquidation and related Disclosure Statement.
On Feb. 25, 2010, the Debtor initially filed its Chapter 11 Plan
of Reorganization and Disclosure Statement. On June 9, 2010, the
Debtor filed an amended Plan and an amended Disclosure Statement.
On June 11, 2010, the Debtor filed a second amended Plan and a
second amended Disclosure Statement. The Debtor's creditor
classes voted in favor of the second amended Plan, but the Debtor
did not seek confirmation of that Plan. In order to confirm the
second amended Plan, the Debtor needed to raise $12,000,000 of new
equity, which it failed to do.
On Jan. 27, 2011, the Court approved the Company's motion to sell,
pursuant to Section 363(b) and 363(f) of the Bankruptcy Code,
substantially all of its fixed assets including its real property,
ethanol plant, manufacturing equipment, and inventories to
purchaser OTAV LLC, a subsidiary of Green Plains Renewable Energy.
This sale closed on March 24, 2011.
According to the Disclosure Statement, after payment of the sales
proceeds and other assets to complete the sale, the Debtor is
expected to have $2,500,000 remaining to fund this Plan. It is
believed that liquidation through this plan will be preferable to
liquidation under a Chapter 7 because of the additional
administrative costs in appointment of a Chapter 7 Trustee, as
well as payment of a commission to a Chapter 7 Trustee.
About Otter Tail AG
Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota. The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year. In
addition, the Company sells distillers grains, a principal
co-product of the ethanol production process.
The Company filed for Chapter 11 on Oct. 30, 2009 (Bankr. D. Minn.
Case No. 09-61250). Attorneys at Mackall, Crounse & Moore, PLC,
represent the Debtor in the Chapter 11 case. Carl Marks Advisory
Group LLC is the financial advisor.
The Debtor disclosed assets of $66.4 million against $86 million
in debt, nearly all secured, in its schedules. The largest
secured creditor is AgStar Financial Services, owed $40.9 million.
PACIFIC AVENUE: Debt Buyer Poised to Get Control of Epicentre
-------------------------------------------------------------
Susan Stable at Charlotte Business Journal the reports that the
buyer of the EpiCentre's $93.9 million debt is poised to buy the
uptown complex from its ownership group led by developer Afshin
Ghazi under terms of a Chapter 11 bankruptcy plan.
The Journal notes the U.S. Bankruptcy Court Judge George Hodges
called for disclosure of financial information tied to the
development and operations at the EpiCentre before the sale can
be completed.
Judge Hodges also said Mr. Ghazi's role in Blue Air 2010 -- the
prospective buyer of the uptown mixed-use complex -- and in the
future operations of the development must be revealed, if any
exists.
About Pacific Avenue
Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina. Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.
Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue, LLC.
Pacific Avenue, LLC, filed for Chapter 11 bankruptcy protection on
July 22, 2010 (Bankr. W.D. N.C. Case No. 10-32093). Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort. The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.
The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.
PANOCHE VALLEY: Sec. 341 Creditors' Meeting Set for May 25
----------------------------------------------------------
The United States Trustee for the Central District of California
will convene a meeting of creditors in the bankruptcy case of
Panoche Valley LLC on May 25, 2011 at 10:00 a.m. at Room 2610, 725
S Figueroa St., Los Angeles. This is the first meeting of
creditors required under Section 341(a) of the Bankruptcy Code in
the Debtors' bankruptcy cases.
Attendance by the Debtors' creditors at the meeting is welcome,
but not required. The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.
Separately, the Court entered an order setting scheduling and case
management conference for July 27, 2011 at 11:00 a.m.
About Panoche Valley
Panoche Valley LLC in Beverly Hills, California, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-26694) on April 18,
2011. Lawrence Mudgett, III, Esq., at Safer Law Group, serves as
bankruptcy counsel. The Debtor estimated $10 million to $50
million in assets and $1 million to $10 million in debts.
PARKWAY PLAZA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Parkway Plaza, LC
6575 South Redwood Road, Suite 102
Salt Lake City, UT 84123
Bankruptcy Case No.: 11-26257
Chapter 11 Petition Date: April 29, 2011
Court: United States Bankruptcy Court
District of Utah (Salt Lake City)
Judge: William T. Thurman
Debtor's Counsel: Andres' Diaz, Esq.
DIAS & LARSEN
307 West 200 South, Suite 2004
Salt Lake City, UT 84101
Tel: (801) 596-1661
Fax: (801) 359-6803
E-mail: courtmail@adexpresslaw.com
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 Kenneth T. Holman, president of
Overland Development, Corp., managing member.
PFF BANCORP: Dist. Ct. Approves $3MM Settlement of ERISA Suit
-------------------------------------------------------------
District Judge Stephen V. Wilson signed off on an agreement
settling a proposed class action filed by participants in PFF
Bancorp, Inc.'s 401(k) Plan against the Company and its banking
subsidiary and other entities in exchange for payment of
$3 million plus the proceeds of a $400,000 bankruptcy claim.
The Court certified the lawsuit as a Class Action under Fed. R.
Crv. P. 23(a) and 23(b)(1). The Class is defined as persons,
excluding Individual Defendants, who were participants in or
beneficiaries of the PFF 401(k) Plan or the PFF employees' stock
ownership plan whose individual Plan accounts were invested in
Bancorp Stock at any time during the period from March 1, 2003,
through and including Sept. 8, 2010. Plaintiffs Pauline Perez,
Bruce Bonanomi, and Tiffany Woodward are appointed as Class
Representatives, and Barroway Topaz Kessler Meltzer & Check, LLP
and Stember Feinstein Doyle & Payne, LLC, are appointed as Co-Lead
Counsel for the Plaintiffs in the Action pursuant to Fed. R. Civ.
P. 23(g). Marlin & Saltzman is appointed as Liaison Counsel for
the Plaintiffs in the Action pursuant to Fed. R. Civ. P. 23(g).
The lawsuit, among others, allege that the Defendants breached
fiduciary obligations to the Plans and their participants by
causing the Plans to offer the Bancorp Stock as an investment
option in the 401(k) Plan and/or continue to invest in Bancorp
Stock in both Plans at a time when the Defendants knew or should
have known that the stock was not a prudent investment for the
Plans.
As reported by the Troubled Company Reporter on Feb. 9, 2011, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, said the
provider of directors' and officers' insurance for PFF Bancorp
agreed to pay $3 million to settle the ERISA suit. The settlement
requires approval from both the Bankruptcy Court and the District
Court overseeing the class action.
The case is PFF Bancorp, Inc. ERISA Litigation, No. 08-cv-01093
(C.D. Calif.). A copy of the Court's April 27, 2011 Order and
Final Judgment is available at http://is.gd/0FOD8wfrom
Leagle.com.
About PFF Bancorp
PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non-
diversified unitary savings and loan holding company within the
meaning of the Home Owners' Loan Act with headquarters formerly
located in Rancho Cucamonga, California. Bancorp is the direct
parent of each of the remaining Debtors.
Prior to filing for bankruptcy, Bancorp was also the direct parent
of PFF Bank & Trust, a federally chartered savings institution,
and said bank's subsidiaries. PFF Bank & Trust was taken over by
regulators in November 2008, with the deposits transferred by the
Federal Deposit Insurance Corp. to U.S. Bank NA.
PFF Bancorp Inc. and its affiliates sought Chapter 11 protection
on Dec. 5, 2008 (Bankr. D. Del. Case No. 08-13127 to
08-13131). Chun I. Jang, Esq., and Paul N. Heath, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy
counsel. Kurtzman Carson Consultants LLC serves as the Debtors'
claims agent. Jason W. Salib, Esq., at Blank Rome LLP, represents
the official committee of unsecured creditors as counsel.
PMC MARKETING: Debtor Not Estopped From Rejecting Lease
-------------------------------------------------------
WestLaw reports that judicial estoppel did not bar a Chapter 11
debtor's rejection of an unexpired nonresidential lease, even if
the debtor, after obtaining an "emergency" extension of time,
initially filed an application in which it assumed the lease, and
only later, on the eve of a hearing on its "urgent motion" for
authorization to sell its assets, including its "assumed" leases,
sought to reject the lease. The record was clear as to what the
debtor's position was since the inception of the case and as to
the different fluctuations of the debtor's strategy throughout the
bankruptcy proceedings. Although the debtor's strategy may have
been challengeable, it was devoid of an intent to knowingly
defraud or misled the bankruptcy court or counsel. Moreover,
while the debtor's counsel took advantage of every single
disposition of the Code to benefit the debtor's estate, the debtor
and its counsel acted within the bounds of the provisions of the
Code. For similar reasons, equitable estoppel did not apply to
these facts. In re PMC Marketing Corp., --- B.R. ----, 2011 WL
1487068 (D. P.R.).
Located San Juan, Puerto Rico, PMC Marketing Corp. aka Farmacias
El Amal and COD Drugs and YMAS Inventory Management Corp. sought
Chapter 11 protection (Bankr. D. P.R. Case Nos. 09-02048 and 09-
02049) on March 18, 2009. Charles Alfred Cuprill, Esq., at PSC
Law Office represents the Debtors in their restructuring efforts.
The Debtors disclosed $10,144,505 in assets and $32,520,014 in
liabilities at the time of the filing.
POWER CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Power Contracting, Inc.
aka Max & Erma's Restaurant, Inc.
Grille on 7th, Inc.
Gary Reinert
Dressel Associates, Inc.
MFPF, Inc.
Flying Roadrunner, Inc.
Metal Foundations, LLC
P.O. Box 121
Wildwood, PA 15091
Bankruptcy Case No.: 11-22841
Affiliates that sought Chapter 11 protection on May 2, 2011:
Debtor Case No.
------ --------
Gary Reinert 11-22840
MFPF, Inc. 11-22842
Metal Foundations, LLC 11-22843
Dressel Associates, Inc. 11-22844
Flying Roadrunner, Inc. 11-22845
Grille on 7th, Inc. 11-22846
Chapter 11 Petition Date: May 2, 2011
Court: U.S. Bankruptcy Court
Western District of Pennsylvania (Pittsburgh)
Judge: Jeffery A. Deller
Debtor's Counsel: Donald R. Calaiaro, Esq.
CALAIARO & CORBETT, P.C.
Grant Building, Suite 1105
310 Grant Street
Pittsburgh, PA 15219-2230
Tel: (412) 232-0930
Fax: (412) 232-3858
E-mail: dcalaiaro@calaiarocorbett.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Gary Reinert, president.
Affiliate that previously filed separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
Max & Erma's Restaurant, Inc. 09-27807 10/23/09
Power Contracting's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
William S. Kay Liquidating Trustee -- $9,806,918
c/o Michael J. Roeschenthaler, Esq.
625 Liberty Avenue, 23rd Floor
Pittsburgh, PA 15222
John Deere Credit -- $833,917
P.O. Box 4450
Carol Stream, IL 60197
Dressel Association, Inc. -- $748,133
P.O. Box 121
Wildwood, PA 15091
Dressel Association, Inc. -- $485,449
P.O. Box 121
Wildwood, PA 15091
Fifth Third Bank -- $333,331
P.O. Box 630337
Cincinnati, OH 45263-0001
Jet Industries, Inc. -- $236,919
Fifth Third Bank -- $165,112
Fifth Third Bank -- $163,581
Gary Reinert -- $123,038
Angel Williams -- $45,000
Bank of America -- $42,296
PA UC Fund -- $37,883
Hite Company -- $34,741
Secretary of Funds -- $24,025
Thomas Easton -- $21,055
Travelers -- $20,238
Schlecte Law Firm -- $15,643
Bluming & Gufsky -- $14,657
Ally -- $12,708
Mellon Bank -- $11,690
PURSELL HOLDINGS: U.S. Trustee Unable to Form Committee
-------------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Pursell Holdings LLC have
expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint such a committee
should interest develop among the creditors.
About Pursell Holdings
Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011. Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel. In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.
REAL ESTATE MANAGEMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Real Estate Management and Development Corporation
P.O. Box 5362
Columbia, SC 29250
Bankruptcy Case No.: 11-02838
Chapter 11 Petition Date: April 29, 2011
Court: United States Bankruptcy Court
District of South Carolina (Columbia)
Judge: David R. Duncan
Debtor's Counsel: Ronald J. Hall, Esq.
HALL & HALL ATTORNEYS AT LAW
1055 Sunset Blvd.
West Columbia, SC 29169
Tel: (803) 791-3196
E-mail: rjhalllaw@earthlink.net
Scheduled Assets: $1,339,990
Scheduled Debts: $689,507
The Debtor did not file a list of its largest unsecured creditors
together with its petition.
The petition was signed by Yu Sing Tam, president.
REVLON INC: Reports $10.40 Million Net Income in March 31 Qtr.
--------------------------------------------------------------
Revlon, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
of $10.40 million on $333.20 million of net sales for the three
months ended March 31, 2011, compared with net income of $2.20
million on $305.50 million of net sales for the same period during
the prior year.
The Company's balance sheet at March 31, 2011, showed
$1.10 billion in total assets, $1.79 billion in total liabilities
and a $686.50 million in total stockholders' deficiency.
Revlon President and Chief Executive Officer, Alan T. Ennis, said,
"Our first quarter results demonstrate the continued execution of
our business strategy and our focus on driving growth. Net sales
increased 9% year-over-year; we delivered net sales growth in all
regions; and, we added the Sinful Colors brand to our portfolio in
March 2011. We also sustained competitive operating margins while
significantly increasing investment to support our brands. We
remain focused on delivering on our strategic objective of
profitably growing our business."
A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/9DIiPM
About Revlon Inc.
Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company. The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).
RIVERHEAD PARK: Court Confirms Third Amended Plan
-------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
confirmed the Third Amended Plan of Reorganization filed by
Riverhead Park Corp. on Feb. 2, 2011, according to the minutes of
the hearing.
Treatment of Claims
Under the Plan, the Allowed Claims and Interests in the Debtor are
divided into these classes:
Unclassified The claims of all administrative creditors,
Administrative excluding The Suffolk County Treasurer for
Claims: postpetition real estate taxes, will be paid
by the Debtor in full or as agreed upon with
statutory interest where applicable as may be
required by state, local or federal law on
the later of the Plan's effective date, or
upon allowance by the Court. Postpetition
real estate taxes and closing costs will be
paid by the mortgagee at the
post-confirmation closing upon the Debtor's
real property.
Class I: The Allowed Class I Priority Claims of all
taxing authorities, except for real estate
taxes, will be paid by the Debtor upon the
same terms and conditions as the
administrative creditors. All payments to
taxing authorities will first be applied to
"trust fund" taxes and, thereafter, to
"general" taxes. Any of that payment would
include statutory interest as may be required
by state, local or federal law. There are no
known priority taxes.
Class II: This class consists of the Allowed Secured
Claim of 54 LLC and Parker Investors, LLC,
the mortgagee, which claim is secured by the
real property owned by the Debtor. The
mortgage will be deemed satisfied when the
creditor receives title from the Debtor
post-confirmation as the creditor was the
successful bidder with its credit bid at the
May 26, 2010 auction sale pursuant to Section
363(k) of the Bankruptcy Code.
Class III: The claim of this secured creditor, the
Suffolk County Treasurer, for prepetition and
postpetition real estate taxes will be paid
by the Class II Creditor, the mortgagee at
closing. An amended claim has been filed for
$97,348. The amount due is subject to
increase.
Class IV: Consists of the Unsecured Claim of Edward
Bagley for $150,000 based upon an unsecured
loan to the Debtor guaranteed by the
shareholders. It is anticipated that this
claim will be paid no less than 16% of its
claim by the Debtor. The Class II creditor
will provide $25,000 at the closing to be
paid to the Class IV claimant. The claim of
this creditor was not listed in the petition
as being unliquidated or disputed. The
balance due will be paid from any recovery in
the federal court litigation and from the
shareholders/guarantors.
Class V: Consists of the interests of the
Shareholders. They will only receive payment
in the event all other creditors are paid
100% of their allowed claims and then only if
there are funds remaining. With the death of
Stanley Blumenstein on November 4, 2010, his
interest will be determined in accordance
with his will or the state laws of intestacy,
whichever controls as there was no
shareholder's agreement.
About Riverhead Park Corp.
Riverhead, New York-based Riverhead Park Corp. operates a real
estate business. The Company filed for Chapter 11 (Bankr.
E.D.N.Y. Case No. 09-78152) on Oct. 27, 2009. Harold M. Somer, PC
assists the Debtor in its restructuring effort. According to the
Debtor's schedules, it has assets of $10,020,000, and total debts
of $5,995,696.
ROBB & STUCKY: Seeks to Employ Streambank as IP Sales Agent
-----------------------------------------------------------
Robb & Stucky Limited LLLP seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Streambank, LLC, as its exclusive agent to market and sell its
intellectual property assets, which assets include all of the
trademarks, trade names, copyrights, domain names, URLs, telephone
numbers, customer data, sourcing and other data, designs and
drawings, upon the terms and conditions contained in that certain
letter dated as of April 4, 2011, between Streambank and the
Debtor.
As agent, Streambank will:
-- work with the Debtor and its advisors to collect and secure
all of the available information and other data concerning
the Intellectual Property;
-- prepare marketing materials designed to advertise the
availability of the Intellectual Property for assignment
and will develop and execute a sales and marketing program
designed to elicit proposals to acquire the Intellectual
Property from qualified assignees; and
-- assist the Debtor in connection with the transfer of the
Intellectual Property to buyer or buyers, who offer the
highest consideration for the assets.
For its efforts, Streambank will be compensated based on this
commission structure:
(a) A management fee for $10,000;
(b) Streambank will be paid a commission equal to 10% of the
first $100,000 of aggregate gross proceeds generated from
the sale or other assignment of the Intellectual Property
for which the management fee will be applied as a credit,
and a commission of 25% for any gross proceeds in excess
of $100,000. In the event that the eventual acquirer of
the Intellectual Property is Clive Lubner or any of his
affiliates, Streambank will only be entitled to a
commission to the extent of any increase in the purchase
price for the Intellectual Property from Mr. Lubner's
initial bid. In that case Streambank's compensation will
be the management fee plus 25% of the difference between
the initial bid and the final purchase price; and
(c) Any commissions due Streambank will be paid in full
immediately upon consummation of any transaction or
transactions involving the sale or other assignment of the
Intellectual Property from the proceeds of the
transactions notwithstanding any liens or other
attachments on the Intellectual Property or the gross
proceeds thereof.
Streambank also will be entitled to reimbursement by the Debtor of
its reasonable out of pocket expenses incurred in connection with
the provision of services under the Engagement Letter up to a
maximum aggregate amount of $5,000.
The Debtor submits that the Fee Structure is consistent with and
typical of Streambank's normal and customary billing practices for
comparable services in like-sized and similarly complex cases,
both in and out of bankruptcy.
David Peress, a principal of Streambank, assures the Court that
his firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.
About Robb & Stucky
Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S. It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel. FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer. Bayshore Partners, LLC, is the
Debtor's investment banker. AlixPartners, LLP, serves as the
Debtor's communications consultants. Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent. In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.
ROBB & STUCKY: Seeks to Employ GA Keen as Real Estate Advisor
-------------------------------------------------------------
Robb & Stucky Limited LLLP asks permission from the United States
Bankruptcy Court for the Middle District of Florida to employ
Great American Group Real Estate, LLC, doing business as GA Keen
Realty Advisors, the real estate division of Great American Group
Real Estate, LLC, as the Debtor's real estate advisor with respect
to certain parcels of owned and leased real property, pursuant to
a retention agreement dated April 8, 2011.
As real estate advisor, GA Keen will:
(a) review pertinent documents and will consult with the
Debtor's counsel, as appropriate;
(b) coordinate with the Debtor the development of due
diligence materials, the cost of which will be the
Debtor's sole responsibility;
(c) develop, subject to the Debtor's review and approval, a
marketing plan and implement each facet of the marketing
plan;
(d) communicate regularly with all prospects and maintain
records of all communications;
(e) communicate periodically with the Debtor and its
professional advisors in connection with the status of its
efforts;
(f) work with the attorneys responsible for the implementation
of the proposed transactions, reviewing documents,
negotiating and assisting in resolving problems which may
arise; and
(g) if required, appear in Court during the term of the
Retention Agreement, to testify or to consult with the
Debtor in connection with the scope of consultant's
engagement.
Under the Retention Agreement, GA Keen will have the sole and
exclusive authority to offer designation properties for
disposition on an "exclusive right to sell" basis. The Debtor may
designate additional Properties, upon the same terms and
conditions, without further application to the Court. The Debtor
will retain the sole discretion to accept or reject any proposal.
The Retention Agreement contains standard indemnification
provisions with respect to GA Keen's services, including an
agreement by the Debtor to indemnify GA Keen, its affiliates and
and agents from and against all claims, liabilities, losses,
expenses, and actual damages arising out of or in connection with
the engagement of GA Keen that is the subject of the Retention
Agreement.
Pursuant to the terms and conditions of the Retention Agreement,
GA Keen will be compensated according to this fee structure:
-- Advisory and Consulting Fee: For the review of documents
and preparation of the marketing plan and budget, the
Debtor will pay to GA Keen an up-front fee of $30,000, to
be paid within three business days of a Court order
approving the Retention Agreement. That fee will become
earned and non-refundable simultaneously with the Debtor
and GA Keen receiving a bona fide offer for the purchase of
the Bonita Springs, FL owned property. If the Bonita
Springs, FL owned property is sold to the mortgage holder
by way of a sale, auction, credit-bid or by any other
means, GA Keen will still have earned the Advisory and
Consulting Fee;
-- Transactional Fee - Owned Properties: As and when the
Debtor closes a transaction, whether the transaction is
completed individually or as part of a package or as part
of the disposition of the Debtor's business or as part of a
plan of reorganization, then, with respect to the sale of
an owned Property, GA Keen will be paid 4% of "Gross
Proceeds" from the Transaction. If the buyer of the
property is represented by a broker, then the Debtor will
pay an additional 1% to the third party broker;
-- Transactional Fee - Lease Dispositions: As and when the
Debtor closes a Transaction, then, for each closing of a
transaction in which any Lease is assigned or otherwise
transferred to a third party, including lease termination
transactions with landlords and the sale of so-called
"Designation Rights," GA Keen will earn a fee equal to the
greater of:
* 4% of the Gross Proceeds of the disposition;
* $4,500; or
* 10% of the dividend that would have been payable to the
landlord in the Debtor's bankruptcy case if the Lease had
been rejected; and
-- Reduction in Bankruptcy Claims:
* For any Lease assumed and assigned by the Debtor, if the
amount required to be paid to the landlord to cure
defaults existing at the time of assumption is reduced
below the cure amount that the Debtor reasonably
acknowledges is owing, GA Keen will receive a fee for the
waiver or reduction of the cure amount equal to 4% of the
total amount so reduced or waived; and
* For any Lease rejected by the Debtor, if the landlord
agrees to release, reduce or waive the claim it could
reasonably assert under Section 502(b)(6) of the
Bankruptcy Code or otherwise, GA Keen will receive a fee
equal to the greater of $4,000 or 10% of the dividend
that otherwise would have been payable to the landlord in
the Debtor's bankruptcy.
All fees will be paid, in full, off the top, from the proceeds of
sale or otherwise, simultaneously with the closing or other
consummation of each Transaction. GA Keen also will be entitled
to reimbursement by the Debtor of its reasonable out of pocket
costs and expenses incurred in connection with the provision of
services under the Retention Agreement.
Matthew Bordwin, a managing director of GA Keen, attested that GA
Keen is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
About Robb & Stucky
Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S. It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel. FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer. Bayshore Partners, LLC, is the
Debtor's investment banker. AlixPartners, LLP, serves as the
Debtor's communications consultants. Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent. In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.
SAINT VINCENTS: Wants to Settle with Insurers over Maing Action
---------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to approve their settlement agreement with
the SVCMC MedMal-MW Trust, London Insurance & Reinsurance Market
Association, Lexington Insurance Company, Catlin Syndicate
Limited, formerly Catlin Westgen Limited, Union America Insurance
Company, American Continental Insurance Company, Limit (No.3)
Limited, Cx Reinsurance Company, formerly CNA RE, Zurich
Reinsurance London Limited, and John Doe nos. 1 through 100.
Beginning in 2010, the parties to an underlying consolidated
action commenced by Eun Sook Maing, Soo Maing, and Daniel Maing,
an infant, and the coverage action commenced by SVCMC against the
Insurers have entered into discussions concerning a potential
resolution of those actions. In March 2011, the Debtors, the
Insurers and the Med Mal Trust agreed in principle to settle the
Coverage Action. The Parties have entered into a Settlement
Agreement, dated March 31, 2011.
In broad terms, the Parties have agreed that the judgment entered
in the Underlying Action will be paid out of the Med Mal Trust and
by the Insurers in this manner: the Med Mal Trust will pay the
total judgment for $9,650,000 as entered in the Underlying Action,
and will be simultaneously reimbursed by the Insurers for
$5,650,000, through a deposit of the amount in an escrow account,
leaving the remaining $4,000,000 of the judgment to be paid by the
Med Mal Trust. The Debtors will not pay any portion of the
judgment.
In furtherance of the Settlement Agreement, SVCMC and the Med Mal
Trust are assigning their rights, if any, to the Insurers in the
action entitled Saint Vincent's Catholic Medical Centers of New
York, Inc. v. Dr. Faramarz Roshanfekr, also known as Dr. Daniel
Roshan, which seeks contribution and indemnification arising from
the judgment in the Underlying Action. Prior to filing the
Motion, the contribution action was settled for $3.75 million and
these proceeds will be paid to the Insurers after the finalization
of the closing papers in the contribution action.
The Settlement Agreement also results in a mutual release of
claims as they relate to the Underlying Action and the Coverage
Action between the Med Mal Trust, SVCMC and the Insurers.
Absent the provisions set forth in the Settlement Agreement, SVCMC
would incur the potentially high costs of future proceedings and
litigation related to the Coverage Action and the Underlying
Action, creating an additional administrative and financial burden
on the Debtors' estates and the Court, Kenneth H. Eckstein, Esq.,
at Kramer Levin Naftalis & Frankel LLP, in New York, contends.
Mr. Eckstein asserts that the Settlement Agreement amicably
resolves all of the claims asserted in the Coverage Action and the
Underling Action, without any cost to the estates in either
settlement payments or additional legal fees. He adds that the
Settlement further provides for the satisfaction of the judgment
of a medical malpractice claim, while sparing the estates further
litigation in the Coverage Action that would be costly,
protracted, and uncertain.
The Court will convene a hearing on May 19, 2011, to consider the
Motion.
About Saint Vincents
Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.
Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).
St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010. The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.
Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt. The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.
Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.
SAND HILL: Gets Nod to Sell Water Disposal Business for $20-Mil.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
authorized Sand Hill Foundation, LLC and its debtor affiliates to
sell their water disposal business assets to Heckmann Water
Resources (CVR), Inc. and Larry Joe Eaves, free and clear of
liens.
As reported in the TCR on March 30, 2011, the Debtors sought
permission to sell the business for $20,000,000. The assets
involved in the water disposal business also include licenses and
permits, furniture, fixtures, equipment, machinery, furnishings,
contracts and leases, as well as other tangible and intangible
property.
Judge Bill Parker granted and approved in all respects the relief
requested in the Sale Motion. All objections to the Sale Motion
have been withdrawn, waived, or settled.
About Sand Hill
Sand Hill Foundation, LLC is an oilfield service and construction
company. Sand Hill Foundation employs 145 people and owns assets
in the approximate amount of $10,000,000 including numerous
vehicles and equipment pieces of equipment.
Sand Hill Panola SWD #2 LLC owns a saltwater disposal well in
Panola County, Texas scheduled at over $2,500,000. Sand Hill
Panola SWD #5 LLC also owns a saltwater disposal well in Panola
County, Texas scheduled at over $1,500,000.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 10-90209) on May 25, 2010. Jeffrey Wells
Oppel, Esq., at Oppel, Goldberg & Saenz P.L.L.C., assists the
Debtor in its restructuring effort. The Company estimated its
assets and debts at $10 million to $50 million.
The U.S. Trustee has formed an official committee of unsecured
creditors in the Chapter 11 case.
SATELITES MEXICANOS: Proposes to Employ Advisors, Attorneys
-----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Satelites Mexicanos' motions to retain Lazard Freres as investment
banker and financial advisor; Alfaro, Davila Y Rios as Mexican
financial advisor; Greenberg Traurig as counsel; Ernst & Young as
financial advisor and Rubio Villegas & Asociados as special
Mexican corporate and regulatory counsel.
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 first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
$743 million with new debt and equity.
Satmex, with affiliates Alterna'TV International Corporation and
Alterna'TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
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 on a stand-alone basis.
Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
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
second lien noteholders. Ropes & Gray LLP is the U.S. counsel to
supporting second 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.
SBARRO INC: To Hire Cadwalader Wickersham & Taft as Counsel
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Sbarro Inc. requested to
hire Cadwalader Wickersham & Taft as counsel to the restructuring
committee of Sbarro's board of directors. The company filed the
request on April 19 with the U.S. Bankruptcy Court in Manhattan.
About Sbarro Inc.
The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956. Today Sbarro is a leading,
global Italian quick service restaurant concept with 5,170
employees, 1,045 restaurants throughout 42 countries, and annual
revenues in excess of $300 million.
Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt. Sbarro disclosed assets of $471 million and debt of
$486.6 million as of the Chapter 11 filing.
Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.
Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor. PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants. Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor. Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel. Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent. Sard Verbinnen & Co
is the Debtors' communications advisor.
SCHUTT SPORTS: Seeks to Extend Exclusive Filing Period to July 5
----------------------------------------------------------------
Schutt Sports, Inc., et al. seeks an (a) extension of the deadline
for them to exclusively file a Chapter 11 plan, which currently
expires on April 4, 2011, by 92 days, through and including July
5, 2011, and an (b) extension of the deadline for the Debtors to
solicit acceptances of the Chapter 11 plan, which currently
expires on June 3, 2011, by 90 days, through and including
Sept. 1, 2011.
This is the second request for an extension of the Exclusive
Periods made by the Debtors, whose cases have been pending since
Sept. 6, 2010 or Sept. 15, 2010.
The Debtors note that the Official Committee of Unsecured
Creditors supports the request.
About Schutt Sports
Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufactured team sporting
equipment, primarily for football, baseball and softball.
Schutt Sports filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12795) on Sept. 6, 2010. The Company was
forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.
Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel. Ernst & Young is the
Debtor's financial advisor. Oppenheimer & Co., Inc., is the
Debtor's investment banker. Logan & Company is the claims and
notice agent. The Official Committee of Unsecured Creditors
tapped Lowenstein Sandler PC as its counsel. Womble Carlyle
Sandridge & Rice, PLLC also represents the Committee.
The Debtor estimated assets and debts at $50 million to
$100 million as of the Petition Date.
Platinum Equity in December 2010 completed the acquisition of
substantially all the assets of Schutt Sports through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code, and Schutt Sports, Inc.'s Chapter 11 estate changed its
name to SSI Liquidating, Inc.
SEDONA DEVELOPMENT: Plan Exclusivity Extended to June 28
--------------------------------------------------------
Sedona Development Partners LLC and its Debtor affiliates sought
and obtained an extension to exclusively obtain votes for their
Chapter 11 Plan of Reorganization.
The Exclusive Solicitation Period is extended to and including
June 28, 2011.
The extension is the last extension to be granted by the U.S.
Bankruptcy Court for the District of Arizona.
About Sedona Development Partners
Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons. The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP. SDP is the manager and sole member of the Club.
Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714). Polsinelli Shughart PC
assists the Debtors in their restructuring efforts. Lender
Specialty Trust is represented by Joseph E. Cotterman, Esq., and
Nathan W. Blackburn, Esq., at Gallagher & Kennedy, P.A. Sedona
disclosed $29,171,168 in assets and $121,679,994 in liabilities.
SOUTH EDGE: Homebuilders Can't Appeal Involuntary Petition
----------------------------------------------------------
District Judge Philip M. Pro denied a bid by homebuilders KB Home
Nevada Inc., Coleman-Toll Limited Partnership, Pardee Homes of
Nevada, Meritage Homes of Nevada, Inc., and Beazer Homes Holding
Corp. to intervene in South Edge LLC's appeal from an involuntary
petition for bankruptcy filed against the Debtor by three of South
Edge's creditors, JPMorgan Chase Bank, N.A., Credit Agricole
Corporate and Investment Bank, and Wells Fargo Bank, N.A.
The Chapter 11 Trustee for South Edge sought dismissal of the
appeals by South Edge and the homebuilders, arguing that only the
Trustee has the power to pursue an appeal on behalf of South Edge.
The Chapter 11 Trustee also contends that the homebuilders have no
basis to appeal the Order of Relief in their own right, as only
the Debtor may oppose an involuntary bankruptcy petition. The
Chapter 11 Trustee further contends that while the homebuilders
could have opposed and then appealed the Order Directing
Appointment of Chapter 11 Trustee, they chose not to oppose that
motion in their individual capacities, chose not to seek a stay of
that order, and thus may not now raise their individual interests
for the first time on appeal. The Chapter 11 Trustee also argues
the homebuilders are not entitled to appeal as "persons aggrieved"
because they hold out-of-the-money equity interests and claims
which are so deeply underwater that there is no possibility of any
of their pecuniary interests being affected.
The case before the District Court is, South Edge LLC, Appellant,
v. JPMorgan Chase Bank, N.A.; Credit Agricole Corporate and
Investment Bank; Wells Fargo Bank, N.A.; AND U.S. Trustee,
Appellees, Nos. 11-CV-00240, 11-CV-00301 (D. Nev.). A copy of
Judge Pro's April 28, 2011 Order is available at
http://is.gd/q0B20afrom Leagle.com.
The Troubled Company Reporter on May 3, 2011, reported that Judge
Pro upheld a bankruptcy judge's ruling putting South Edge into
Chapter 11 involuntarily and appointing a trustee.
About South Edge
Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner. Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.
JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC. The petitioning
creditors are part of a lender group that provided a $595 million
credit. New York-based JPMorgan serves as lender and agent for
the group. South Edge filed motions to dismiss the involuntary
petition.
The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011. On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee. The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011. The Court approved
the appointment three days later.
South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP. Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.
SPANSION INC: To Purchase Claims From Silver Lake for $29MM
-----------------------------------------------------------
Spansion Inc. has agreed to purchase certain bankruptcy claims
held by SL Capital Appreciation Fund, L.L.C., Silver Lake Sumeru
Fund, L.P. and Silver Lake Credit Fund, L.P. for a purchase price
of $29.0 million. The Spansion Board of Directors has approved
the transaction.
Based on its current estimate that between $1.1 billion and $1.2
billion of unsecured claims will ultimately be allowed in its
Chapter 11 cases, Spansion expects the purchase of these claims
will enable it to retire 1.3 million to 1.9 million shares when
such shares are distributed under Spansion's plan of
reorganization. Completion of this transaction will occur after
obtaining the approval of the Bankruptcy Court.
"Spansion is committed to maximizing shareholder value and we
believe that the acquisition of Silver Lake's claims is a positive
step towards this goal," said Randy Furr, EVP and CFO of Spansion.
About Silver Lake
Silver Lake -- http://www.silverlake.com/-- is the global leader
in private investments in technology and technology-enabled
industries. Silver Lake invests with the strategic and
operational insights of an experienced industry participant. The
firm has over 90 investment professionals located in New York,
Menlo Park, San Francisco, London, Hong Kong and Tokyo and manages
over $14 billion across large cap and middle market private
investment strategies as well as a credit investment strategy.
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On Feb. 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of Sept. 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
Spansion submitted its first plan of reorganization on Oct. 26,
2009, and gained approval from the U.S. Bankruptcy Court on its
amended disclosure statement on Dec. 22, 2009. Spansion
received confirmation from the U.S. Bankruptcy Court for its plan
on April 16, 2010, and emerged from Chapter 11 protection May 10,
2010.
Spansion entered Chapter 11 reorganization with more than
$1.5 billion in debt. Spansion emerged a well-capitalized company
with less than $480 million in debt and roughly $230 million in
cash, which is supplemented with an undrawn credit line of up to
$65 million.
SPECIALTY TRUST: Seeks Cecilia Lee as Special Board Counsel
-----------------------------------------------------------
Specialty Trust, Inc. and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Nevada for authority to
employ Cecilia Lee, Ltd. as special counsel to Specialty Trust's
board of directors.
The Debtors assert that the Board requires special bankruptcy
counsel to address certain issues, as well as to advise the Board
in its role in prosecuting the Debtors' Chapter 11 Plan, the
Debtors' Disclosure Statement, opposing the Committee's Plan and
Disclosure Statement related documents and motions in conjunction
with confirming a plan of reorganization.
Cecilia Lee will be compensated based on its hourly rates, which
are:
Cecilia Lee $375
Contract Attorneys $250
Legal Assistants $125
Cecilia Lee assures the Court that it is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.
About Specialty Trust
Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432). Sallie B. Armstrong, Esq., and Michelle N. Kazmar,
Esq., at Downey Brand LLP, in Reno, Nevada; and Ira D. Kharasch,
Esq., Scotta E. McFarlan, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, Calif., serve
as the Debtor's bankruptcy counsel. On May 24, 2010, a committee
of equity holders was appointed. On Sept. 2, 2010, the Court
appointed Grant Lyon as chief restructuring officer ("CRO") of the
Debtors. In its schedules, the Debtor disclosed assets of
$201,452,048 and liabilities of $109,022,194 as of the
petition date.
On April 20, 2010, affiliates Specialty Acquisition Corp. (Bankr.
D. Nev. Case No. 10-51437) and SAC II (Bankr. D. Nev. Case No.
10-51440) filed separate petitions for Chapter 11 relief. In its
amended schedules, Specialty Acquisition disclosed assets of
$3,886,113 and liabilities of $49,068,173 as of the petition date.
In its amended schedules, SAC II disclosed assets of $40,955,000
an liabilities of $39,445,118 as of the petition date.
The Debtors are represented by:
Ira D. Kharasch
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Boulevard, 11th Floor
Los Angeles, California 90067-4100
Tel.: 310/277-6910
Fax: 310/201-0760
E-mail: ikharasch@pszjlaw.com
STAR NEWS: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Star News Building, L.P.
525 E. Colorado Blvd.
Pasadena, CA 91101
Bankruptcy Case No.: 11-28697
Chapter 11 Petition Date: April 29, 2011
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Sheri Bluebond
Debtor's Counsel: Stephen F. Biegenzahn, Esq.
LAW OFFICES OF STEPHEN F. BIEGENZAHN
611 W 6th St Suite 850
Los Angeles, CA 90017
Tel: (213) 617-0017
Fax: 480-247-5977
E-mail: efile@sfblaw.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 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-28697.pdf
The petition was signed by David M. Frank, authorized agent.
STEPHEN YELVERTON: Ludwig & Robinson Suit Remanded to State Court
-----------------------------------------------------------------
The Yelverton Law Firm, PLLC removed the adversary proceeding,
Ludwig & Robinson, PLLC, v. Yelverton Law Firm, PLLC, et al., Adv.
Proc. No. 09-00414 (Bankr. D. D.C.), to the Bankruptcy Court from
the Superior Court of the District of Columbia where it was
pending as a civil action. The petition for removal was untimely
as to at least the claims asserted in the original complaint. As
to the claims asserted in the amended complaint (as well as those
in the original complaint), the Bankruptcy Court lacks subject
matter jurisdiction. Accordingly, the plaintiff's motion to
remand will be granted.
A copy of Bankruptcy Judge S. Martin Teel, Jr.'s April 27, 2011
Memorandum Decision is available at http://is.gd/SwzL0Xfrom
Leagle.com.
Stephen T. Yelverton is the sole member of the Yelverton Law Firm,
PLLC. He filed for Chapter 11 bankruptcy protection (Bankr. D.
D.C. Case No. 09-00414) on May 14, 2009. Judge S. Martin Teel,
Jr., on Aug. 20, 2010, denied confirmation of the Debtor's plan
and converted the case to Chapter 7.
SUFFOLK REGIONAL: Hires Garden City as Claims and Noticing Agent
----------------------------------------------------------------
Suffolk Regional Off-Track Betting Corporation sought and obtained
authority from the U.S. Bankruptcy Court for the Eastern District
of New York to employ The Garden City Group as notice, claims, and
solicitation agent, nunc pro tunc to the Petition Date.
Without further order of the Court, pursuant to Section
503(b)(1)(A) of the Bankruptcy Code, the fees and expenses of GCG
are to be treated as an administrative expense and will be paid by
Suffolk OTB in the ordinary course of business after the
submission of an invoice in reasonable detail describing the basis
for the fees and expenses.
Hauppauge, New York-based Suffolk Regional Off-Track Betting
Corporation, aka Suffolk OTB, filed for Chapter 9 bankruptcy
protection (Bankr. E.D. N.Y. Case No. 11-42250) on March 18, 2011.
Christopher F. Graham, Esq., at McKenna Long & Aldridge LLP,
serves as the Debtor's bankruptcy counsel. The Debtor estimated
its assets and debts at $10 million to $50 million.
SW OWNERSHIP: Hires CB Richard Ellis as Appraiser
-------------------------------------------------
The Court has authorized SW Ownership LLC to employ Richard Ellis,
Inc. as appraiser, valuation consultant and experts.
About SW Ownership
SW Ownership LLC is a single member limited liability company
owned by SW Ownership Holdings LLC. The Debtor owns the project
commonly known as "Skywater Over Horseshoe Bay" that is currently
being developed in Llano and Burnet counties and is comprised of a
roughly 1,600-acre residential community project with an 18-hole,
Jack Nicklaus-designed, Signature Golf Course. SW Ownership LLC
does not currently maintain operations (save for Project
development) and has no employees. Skywater Management LLC is the
pre-petition and current manager of the Project for SWO.
SW Ownership LLC filed for Chapter 11 bankruptcy (Bankr. W.D. Tex.
Case No. 11-10485) on Feb. 28, 2011, represented by lawyers at
Munsch Hardt Kopf & Harr, P.C. The Debtor estimated its assets at
$50 million to $100 million and debts at $10 million to $50
million.
TEE INVESTMENT: Seeks Alan R. Smith as Main Bankruptcy Counsel
--------------------------------------------------------------
Tee Investment Company Limited Partnership asks the U.S.
Bankruptcy Court for the District of Nevada for authority to
employ the Law Offices of Alan R. Smith as its attorneys of
record.
Alan R. Smith will provide these services to the Debtor:
a. render legal advice with respect to the powers and duties
of the debtor that continue to operate its business and
manage its properties as debtor in possession;
b. negotiate, prepare and file a plan or plans of
reorganization and disclosure statements in connection with
the plans, and otherwise promote the financial
rehabilitation of the Debtor;
c. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on
the Debtor's behalf, the defense of any actions commenced
against the Debtor, negotiations concerning all litigation
in which the Debtor is or will become involved, and the
evaluation and objection to claims filed against the
estate;
d. prepare, on behalf of the Debtor, all necessary
applications, motions, answers, orders, reports and papers
in connection with the administration of the Debtor's
estate, and appear on behalf of the Debtor at all Court
hearings in connection with the Debtor's case;
e. render legal advice and perform general legal services in
connection with the foregoing; and
f. perform all other necessary legal services in connection
with the Chapter 11 case.
The Debtor will pay Alan R. Smith for the services at these hourly
rates:
Alan R. Smith, Esq. $450
Contract Attorney(s) $350
Paraprofessional services:
Peggy L. Turk $205
Merrilyn Marsh, ACP $205
Other paraprofessional services $75 to $105
The contract attorney used by Debtor's counsel is John J. Gezelin,
Esq.
On July 14, 2010 Debtor paid $10,000, on July 15, 2010 Debtor paid
$31,592 and on July 27, 2010 Debtor paid $8,407 to the Law Offices
of Alan R. Smith an advance retainer totaling $50,000 for
commencement of the Chapter 11 case.
Alan R. Smith, Esq., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
About Tee Investment
Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, filed for Chapter 11 bankruptcy
protection on March 1, 2011 (Bankr. D. Nev. Case No. 11-50615).
The Debtor estimated its assets and debts at $10 million to $50
million.
Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10-
53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10-
51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev.
10-50506) filed separate Chapter 11 petitions.
UNITED CONTINENTAL: To Hold Annual Stockholders Meeting on June 8
-----------------------------------------------------------------
United Continental Holdings, Inc. filed with the U.S. Securities
and Exchange Commission on April 22, 2011, a proxy statement
regarding its 2011 annual meeting of stockholders, which will be
held on June 8, 2011, 9:00 a.m., at United Airlines Education &
Training Center, 1200 E. Algonquin Road, Elk Grove Village, in
Illinois.
At the meeting, shareholders will be asked to:
(a) elect members of the board of directors, including:
* 14 directors, to be elected by holders of Common Stock;
* an Air Line Pilots Association, International director,
to be elected by the holder of Class Pilot MEC Junior
Preferred Stock; and
* an International Association of Machinists and
Aerospace Workers director, to be elected by the holder
of Class IAM Junior Preferred Stock.
(b) ratify the appointment of Ernst & Young LLP as the
independent registered public accountants for 2011;
(c) cast an advisory vote on a resolution approving the
compensation of the Company's executive officers;
(d) cast an advisory vote on the frequency of future advisory
stockholder votes on the compensation of the Company's
executive officers; and
(e) vote on any other matters that may be properly brought
before the meeting.
Individuals who hold United Continental shares at the close of
business on April 11, 2011, are entitled to vote.
Board of Directors Nominees
Brett J. Hart, senior vice president, general counsel and
secretary of United Continental, related that each board of
director nominee has served continuously as a director since the
date of his or her first election or appointment:
(1) Kirbyjon H. Caldwell
(2) Carolyn Corvi
(3) W. James Farrell
(4) Jane C. Garvey
(5) Walter Isaacson
(6) Henry L. Meyer III
(7) Oscar Munoz
(8) James J. O' Connor
(9) Laurence E. Simmons
(10) Jeffery A. Smisek
(11) Glenn F. Tilton
(12) David J. Vitale
(13) John H. Walker
(14) Charles A. Yamarone
If a nominee unexpectedly becomes unavailable before election, or
the company is notified that a substitute nominee has been
selected, votes will be cast pursuant to the authority granted by
the proxies from the holders for the person who may be designated
as a substitute nominee.
One ALPA director is to be elected by the United Airlines Pilots
Master Executive Council of the Air Line Pilots Association,
International, the holder of Class Pilot MEC Junior Preferred
Stock. The ALPA-MEC has nominated and intends to re-elect
Wendy J. Morse as the ALPA director.
One IAM director is to be elected by the International
Association of Machinists and Aerospace Workers, the holder of
Class IAM Junior Preferred Stock. The IAM has nominated and
intends to re-elect Stephen R. Canale as the IAM director.
Ratification of Ernst & Young
The Audit Committee has approved the appointment of Ernst & Young
LLP, subject to the ratification by the stockholders, as United
Continental's new independent auditors for the fiscal year 2011.
It is anticipated that representatives of Ernst & Young will be
present at the Annual Meeting and will have the opportunity to
make a statement, if they desire to do so, and will be available
to respond to appropriate questions from those attending the
Annual Meeting.
Advisory Vote on Compensation
of Executives
This proposal, commonly known as a "say-on-pay" proposal, gives
United Continental's stockholders the opportunity to endorse or
not endorse the Company's executive compensation programs. The
compensation that is subject to this "say-on-pay" proposal
generally relates to the Company's compensation program prior to
the Merger, the awards granted by Continental and assumed in the
Merger, and decisions made in order to retain United
Continental's management team during the transition.
Because this vote is advisory, it will not be binding upon the
Board. However, the Compensation Committee will take into
account the outcome of the vote when considering future executive
compensation arrangements.
Advisory Vote on Frequency of Executives
Compensation Advisory Vote
Shareholders may wish United Continental to include an advisory
vote on the compensation of its named executive officers pursuant
to Section 14A of the Securities and Exchange Act every:
* one year;
* two years; or
* three years.
Even though this vote will neither be binding on the Company or
the Board nor will it create or imply any change in the fiduciary
duties of, or impose any additional fiduciary duty on, the
Company or the Board, the Board will take into account the
outcome of this vote in making a determination on the frequency
at which advisory votes on executive compensation will be
included in the Company's Proxy Statement, but is not required to
do so.
Stockholder Proposals
If a stockholder of record wishes to submit a proposal for
inclusion in next year's annual meeting the proposal must be
received by the Company no later than Dec. 24, 2011, and
otherwise comply with the SEC rules. Failure to otherwise comply
with SEC rules will cause the proposal to be excluded from the
proxy materials. All notices must be submitted to the General
Counsel and Secretary, United Continental Holdings, Inc.-HDQLD,
77 W. Wacker Drive, Chicago, Illinois 60601.
Additionally, the Company must receive notice of any stockholder
proposal to be submitted at next year's annual meeting of
stockholders (but not required to be included in the related
Proxy Statement) by March 10, 2012, or that proposal will be
considered untimely, and the persons named in the proxies
solicited by management may exercise discretionary voting
authority with respect to that proposal.
To propose business or nominate a director at the 2011 annual
meeting, proper notice must be submitted by a stockholder of
record at a certain date in accordance with the company's bylaws.
The notice must contain the information required by the Bylaws.
No business proposed by a stockholder can be transacted at the
annual meeting, and no nomination by a stockholder will be
considered, unless the notice satisfies the requirements of the
Bylaws. If the company does not receive notice of any other
matter it wishes to be raised at the annual meeting in 2011, at a
certain deadline, the Bylaws provide that the matter will not be
transacted and the nomination will not be considered.
A full-text copy of United Continental's Proxy Statement is
available for free at the SEC:
http://ResearchArchives.com/t/s?75c2
United Continental also filed with the SEC on April 22, 2011,
definitive additional materials for the 2011 Annual Meeting,
including an annual meeting notice and admission ticket.
About United Continental
United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines. Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C. United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines. United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.
UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors. Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006. The Company
emerged from bankruptcy on Feb. 1, 2006.
* * *
United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.
UNITED CONTINENTAL: CEO Smisek Targets Business Travelers
---------------------------------------------------------
United Continental Holdings, Inc. President and Chief Executive
Officer Jeffery Smisek is frank about attracting business
travelers to the merged airline, Pilita Clark of The Financial
Times reported.
In a recent interview with The Financial Times, Mr. Smisek
disclosed that business travelers take up less than half of
United Continental's seats but contribute 65% of the airline's
passenger revenues.
The merged company has projected revenues of $30 billion, 86,000
employees, 144 million passengers and 700-plus aircraft flying to
more than 370 airports in 62 countries, The Financial Times
related.
Already, United Continental is improving its business class seats
and upgraded airport lounges, The Financial Times noted.
But first, Mr. Smisek is determined to make the merger between
two airlines with different cultures works, according to The
Financial Times.
Mr. Smisek pointed out that Continental is bringing into the
merger the quality of service "that Continental is known for, and
that the new United will become known for," The Financial Times
stated. Mr. Smisek also recognized that United is better than
Continental when it comes to the most efficient use of fuel
necessary to make sure aircraft could safely divert if necessary
without carrying so much additional fuel that you are burning
fuel to carry the fuel, the report relayed. Continental also had
a better programme of monitoring auxiliary power unit usage, the
device used to start jets' main engines, Mr. Smisek told The
Financial Times.
"You put those two programmes together plus other operational
efficiencies, and we can save 25m gallons of fuel a year. And at
three bucks a gallon, $75m, it's real money," Mr. Smisek was
quoted by The Financial Times as saying.
Mr. Smisek is also concerned of rising fuel prices and the after-
effects of the earthquake in Japan, adding that the merged
company will make appropriate adjustments, including capacity
reductions, The Financial Times relayed.
Aside from those worries, Mr. Smisek must tackle a web of
differing labour agreements; the complexities of a combined IT
system and the many other challenges involved in any airline
merger, The Financial Times added.
About United Continental
United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines. Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C. United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines. United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.
UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors. Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006. The Company
emerged from bankruptcy on Feb. 1, 2006.
* * *
United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.
UNITED CONTINENTAL: D&Os Disclose Ownership of Stock
----------------------------------------------------
United Continental Holdings, Inc. Executive Vice President and
Chief Operating Officer Peter D. McDonald and Executive Vice
President for Mileage Plus Jeffrey T. Foland filed separate
statements of changes in beneficial ownership of shares of the
Company's securities on April 5, 2011.
The directors acquired shares of United Continental common stock
on April 1, 2011:
Amt. of Shares
Beneficially
Shares Price Owned After
Director Acquired per Share Transaction
-------- -------- --------- --------------
Peter D. McDonald 31,000 $4.86 53,369
Jeffrey T. Foland 3,120 $0 14,879
The directors also disposed of shares of United Continental
common stock on April 1, 2011:
Amt. of Shares
Beneficially
Shares Price Owned After
Director Acquired per Share Transaction
-------- -------- --------- --------------
Peter D. McDonald 31,000 $23.25 22,269
Jeffrey T. Foland 3,120 $22.99 11,759
Mr. McDonald disposed of his derived options or right to buy
31,000 shares of United Continental common stock at $0 per share,
resulting to his zero ownership of the right to buy shares of
United Continental common stock.
Mr. McDonald's option vests in three equal installments on
April 1, 2010, 2011, and 2012.
Mr. Foland also disposed of 3,120 restricted stock units of
United Continental on April 1, 2011, at $0 per share, resulting
to his ownership of 6,241 restricted stock units.
Each restricted stock unit represented the economic equivalent of
one share of common stock and was settled in cash upon vesting at
the sole discretion of the Compensation Committee of United
Continental's Board of Directors.
On April 1, 2011, one third of Mr. Foland's restricted stock
units granted on May 5, 2011, vested.
About United Continental
United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines. Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C. United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines. United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.
UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors. Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006. The Company
emerged from bankruptcy on Feb. 1, 2006.
* * *
United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.
VITRO SAB: Mexican Court Rejects Involuntary Bankruptcy Petition
----------------------------------------------------------------
Reuters' Elinor Comlay and Gabriela Lopez report that a Mexican
court in Monterrey threw out an involuntary bankruptcy proceeding
against Vitro on Friday, easing the way for its own prepackaged
bankruptcy to proceed. According to the report, the Court ruled
on Friday against the involuntary bankruptcy petition filed by
creditors, but made its decision public on Monday.
Dow Jones' Daily Bankruptcy Review reports that Vitro, in a
statement, said it will now go after the bondholders for legal
bills and other expenses tied to that involuntary proceeding.
Reuters relates Vitro and its creditors are still fighting -- in a
separate procedure -- over whether the Company can vote on its own
inter-company debt.
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
notes that Vitro has been mired in a months-long battle with
bondholders that contend the company is trying to sidestep the
spirit of Mexico's 11-year-old bankruptcy law. Their main
contention is that, when soliciting votes from bondholders on the
prepackaged plan, the company shouldn't have counted votes from
the holders of $1.9 billion in loans made from Vitro subsidiaries
to the parent company.
Vitro has said Mexican law has shown that certain intercompany
claims can be allowed, while the bondholders have argued that it
shouldn't be at the expense of other creditors. Several hedge-fund
managers that hold those bonds have told Dow Jones they could
recover much more than they would under Vitro's plan.
The proposed restructuring plan would exchange $1.5 billion in
debt for $850 million in new notes due in 2019 and another $100
million in new debt that would be convertible into 15% of the
company's equity.
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 sought 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.
Concurso Mercantil & Chapter 15 Proceedings
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 first Chapter 15 petition following the ruling by the Mexican
court.
On April 12, 2011, an appellate court in Mexico reinstated
the reorganization. Accordingly, Vitro SAB on April 14 re-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).
In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.
Chapter 11 Proceedings
A group of noteholders opposed 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. Together, they held US$75 million, or approximately 6%
of the outstanding bond debt. The Noteholder group 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).
A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries. On
April 6, 2011, Vitro SAB 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. The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.
Vitro America, et al., have tapped Louis R. Strubeck, Jr., Esq.,
and William R. Greendyke, Esq., at Fulbright & Jaworski LLP, in
Dallas, Texas, as counsel. Kurtzman Carson Consultants is the
claims and notice agent.
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.
VITRO SAB: Sun Capital Unit Offers $45MM for U.S. Units
-------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that an entity controlled by Sun Capital Partners Inc. has
emerged as a rival bidder for Vitro SAB's U.S. units that are set
to be sold through a bankruptcy-court auction. Sun Capital's
American Glass Enterprises LLC said it has made a $45 million bid
for Vitro America LLC and three other subsidiaries on the auction
block, according to papers filed Tuesday with the U.S. Bankruptcy
Court in Dallas.
DBR notes American Glass's offer exceeds the $44 million offer
from Boulder, Colo., private equity firm Grey Mountain Partners
LLC that Vitro presented last month and removes the requirement
that the lead bidder for the units be paid a $1.3 million fee if
it is bested at auction.
American Glass claims to be a creditor of Vitro's U.S. units.
According to DBR, American Glass said in court papers its offer
has been largely rebuffed by the Company despite the higher
purchase price. In addition to American Glass, Sun also owns Arch
Aluminum & Glass Co., a direct competitor to Vitro.
DBR relates a spokesman for Vitro's U.S. units declined to
comment. A preliminary hearing on the sale is set for Friday.
Objection to Grey Mountain Deal
DBR further reports that Vitro bondholders and another creditor,
Oldcastle Building Envelope, have questioned the proposed sale to
Grey Mountain. Oldcastle on Monday said in court papers it
doesn't know who is behind the proposed buyer and if they have the
financial wherewithal to complete the deal.
"For all we know, this could be an affiliate" of Vitro, Oldcastle
said in court papers, according to DBR. Oldcastle supplies of
architectural glass to Vitro.
"Not Normal"
DBR recounts that Judge Shelley C. Chapman of U.S. Bankruptcy
Court in Manhattan late last week granted Vitro SAB a temporary
restraining order that protects it from litigation between now and
a hearing later this month in which it will seek recognition of
its Mexican bankruptcy case. According to DBR, Judge Chapman
signed off on the order after the Bankruptcy Court in Dallas held
off ruling on a bondholder group's request to move Vitro's Chapter
15 case to Texas.
According to DBR, the main immediate effect of Judge Chapman's
decision is that it temporarily halts a New York state lawsuit
filed against Vitro by affiliates of company bondholders Aurelius
Capital Management and Elliott Management, who are seeking
accelerated payments on the bonds they hold.
According to DBR, White & Case LLP's J. Christopher Shore, a
lawyer for an ad-hoc group of Vitro's noteholders, told Judge
Chapman at the restraining order hearing last week that the
request to temporarily halt the New York state lawsuit was Vitro's
way of saying, "I want you to step in and provide greater relief
than I could get on my own," and that the decision should be made
by Mexican courts.
Judge Chapman will convene a hearing May 11 to consider Vitro's
Chapter 15 petition. According to DBR, at a hearing Thursday,
Judge Chapman said the case isn't "normal in any sense of the
word."
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 sought 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.
Concurso Mercantil & Chapter 15 Proceedings
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 first Chapter 15 petition following the ruling by the Mexican
court.
On April 12, 2011, an appellate court in Mexico reinstated
the reorganization. Accordingly, Vitro SAB on April 14 re-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).
In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.
Chapter 11 Proceedings
A group of noteholders opposed 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. Together, they held US$75 million, or approximately 6%
of the outstanding bond debt. The Noteholder group 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).
A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries. On
April 6, 2011, Vitro SAB 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. The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.
Vitro America, et al., have tapped Louis R. Strubeck, Jr., Esq.,
and William R. Greendyke, Esq., at Fulbright & Jaworski LLP, in
Dallas, Texas, as counsel. Kurtzman Carson Consultants is the
claims and notice agent.
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.
VITRO SAB: Obtains Restraining Order Against Aurelius, Noteholders
------------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that a federal judge in
New York granted Vitro SAB de CV a temporary restraining order
Friday blocking Aurelius Capital Master Ltd. and other noteholders
from suing the debtor or otherwise impeding its restructuring in
Mexico.
According to Law360, the TRO enjoins the noteholders and other
creditors from trying to collect debts from Vitro's nondebtor
affiliates and scuttle the glass maker's prepackaged $1.7 billion
global restructuring under way in Mexico.
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 sought 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.
Concurso Mercantil & Chapter 15 Proceedings
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 first Chapter 15 petition following the ruling by the Mexican
court.
On April 12, 2011, an appellate court in Mexico reinstated
the reorganization. Accordingly, Vitro SAB on April 14 re-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).
In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.
Chapter 11 Proceedings
A group of noteholders opposed 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. Together, they held US$75 million, or approximately 6%
of the outstanding bond debt. The Noteholder group 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).
A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries. On
April 6, 2011, Vitro SAB 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. The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.
Vitro America, et al., have tapped Louis R. Strubeck, Jr., Esq.,
and William R. Greendyke, Esq., at Fulbright & Jaworski LLP, in
Dallas, Texas, as counsel. Kurtzman Carson Consultants is the
claims and notice agent.
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.
WAGSTAFF PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Wagstaff Properties LLC
P.O. Box 1778
Hanford, CA 93232
Bankruptcy Case No.: 11-43074
Affiliates that simultaneously sought Chapter 11 protection:
Debtor Case No.
------ --------
WAGSTAFF MINNESOTA INC 11-43073
D & D PROPERTY INVESTMENTS LLC 11-43075
WAGSTAFF PROPERTIES MINNESOTA LLC 11-43076
WAGSTAFF PROPERTIES TEXAS LLC 11-43077
WAGSTAFF ATTE ALASKA LLC 11-43078
A D BAKES INC 11-43079
WAGSTAFF TEXAS INC 11-43080
WAGSTAFF MANAGEMENT CORPORATION 11-43081
WAGSTAFF ATTE ALASKA INC 11-43082
D & D IDAHO FOOD INC 11-4308
D & D FOOD MANAGEMENT INC 11-43084
Chapter 11 Petition Date: April 30, 2011
Court: U.S. Bankruptcy Court
District of Minnesota (Minneapolis)
Judge: Nancy C. Dreher
Debtor's Counsel: Cynthia A. Moyer, Esq.
FREDRIKSON & BYRON, PA
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402
Tel: (612) 492-7167
E-mail: cmoyer@fredlaw.com
- and -
Douglas W. Kassebaum, Esq.
FREDRIKSON & BYRON, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402
Tel: (612) 492-7292
E-mail: dkassebaum@fredlaw.com
- and -
James L. Baillie, Esq.
FREDRIKSON & BYRON, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402
Tel: (612) 492-7013
Fax: (612) 492-7077
E-mail: jbaillie@fredlaw.com
- and -
Scott F. Gautier, Esq.
PEITZMAN WEG & KEMPINSKY LLP
2029 Century Park E, Suite 3100
Los Angeles, CA 90067
Tel: (310) 552-3100
- and -
Sarah M. Gibbs, Esq.
FREDRIKSON & BRYON P A
200 S. 6th Street, Suite 4000
Minneapolis, MN 55402
Tel: (612) 492-7452
E-mail: sgibbs@fredlaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The list of unsecured creditors filed together with its petition
does not contain any entry.
The petition was signed by Denman E. Wagstaff, president.
WATERSCAPE RESORT: Faces Off With Pavarini Over Probe Request
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the owner and developer of
Cassa NY Hotel and Residences says its former construction
manager's bid to launch a probe into its business constitutes
"harassment" and shouldn't be allowed by the bankruptcy court.
According to the report, Waterscape Resorts LLC, which is
affiliated with New York real-estate firm Assa Properties, is
urging the U.S. Bankruptcy Court in Manhattan to deny creditor and
former construction manager Pavarini McGovern LLC's request to
take advantage of its right under bankruptcy law to page through
financial documents and to interview the Company and its lenders.
The report notes that Waterscape, which filed its objection in the
event its attorneys and Pavarini's can't strike a deal before
Friday's hearing on the matter, said the construction manager's
request should be denied because it it's premature, too broad and
relates more to a pending state-court legal battle the two are
locked in rather than Waterscape's bankruptcy.
About Waterscape Resort
Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005. The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001. On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments. The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.
Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007. By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units. The Debtor's hotel and
rental business has produced gross revenues of approximately
$17 million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.
The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences. The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby. The Debtor's
restaurant is not yet open for business.
The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.
As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc. The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors. The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.
Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring. The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer. The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.
The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011. The Debtor
estimated its assets and debts at $100 million to $500 million.
WILLIAM F LOFTUS: Organizational Meeting to Form Panel on May 11
----------------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, held an
organizational meeting on May 11, 2011, at 10:00 a.m. in the
bankruptcy case of William F. Loftus Associates, Inc. aka William
F. Loftus. The meeting will be held at United States Trustee's
Office One, Newark Center, 14th Floor, Room 1401, Newark, NJ
07102.
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.
William F. Loftus Associates, Inc., aka William F. Loftus
Engineering, Inc., filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 11-21250) on April 11, 2011, listing under $1 million in
assets and debts. A copy of the petition is available at
http://bankrupt.com/misc/njb11-21250.pdf
WINN-DIXIE: 11th Cir. Upholds Ruling Against Landlords' Claims
--------------------------------------------------------------
The U.S. Court of Appeals for the Eleventh Circuit upheld a lower
court ruling barring claimants from amending their claims against
Winn-Dixie Stores, Inc., after the Debtor's reorganization plan
has been confirmed. IRT Partners, L.P. and Equity One, Inc., took
an appeal from the district court's order affirming the bankruptcy
court's decision to sustain Winn-Dixie Stores' objections to their
attempt to amend their claims post-confirmation.
During the course of the Debtor's proceedings, the bankruptcy
court authorized Winn-Dixie to reject its leases with both IRT and
Equity One. After Winn-Dixie sent notices of rejection to IRT and
Equity One, each filed a proof of claim with the bankruptcy court
in 2005. Winn-Dixie objected to these claims. The bankruptcy
court ruled on Winn-Dixie's objections, reducing IRT and Equity
One's original claims and disallowing any amounts exceeding the
reduced claims, without objection, appearance, or appeal by IRT
and Equity One.
In November 2006, the bankruptcy court entered an order confirming
Winn-Dixie's reorganization plan, which provided that unsecured
claims would be paid by distribution of new common stock issued by
Winn-Dixie. On Dec. 22, 2006, and Jan. 9, 2007, Winn-Dixie
distributed and IRT and Equity One accepted these shares of stock
in satisfaction of their reduced original claims. On Jan. 5,
2007, IRT and Equity One filed an Amended Proof of Claim, which
included the reduced original claim amount and additional claims
for rejection damages.
IRT's original claim was for $20,364.24, reduced to $11,636.71,
and its amended claim was for $185,244.67. Equity One's original
claim was for $87,498.59, reduced to $16,913.96, and its amended
claim was for $878,478.41.
The appellate case is IRT Partners, L.P., Equity One Hunter's
Creek, Plaintiffs-Appellants Cross-Appellees, v. Winn-Dixie
Stores, Inc., Defendant-Appellee Cross-Appellant, No. 09-12237.
A copy of the Eleventh Circuit's April 29, 2011 decision is
available at http://is.gd/0wzkW9from Leagle.com. The three-judge
panel consists of Circuit Judges J.L. Edmondson and James C. Hill,
and Circuit Judge Arthur L. Alarcon for the Ninth Circuit, sitting
by designation. Judge Hill wrote the opinion.
About Winn-Dixie
Winn-Dixie Stores, Inc. (NASDAQ: WINN) --
http://www.winndixie.com/-- is one of the nation's largest food
retailers. Founded in 1925, the Company is headquartered in
Jacksonville, Fla. The Company retail grocery locations,
including in-store pharmacies, in Florida, Alabama, Louisiana,
Georgia and Mississippi.
On Feb. 21, 2005, Winn-Dixie Stores and 23 then-existing direct
and indirect wholly owned subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court (Bankr.
S.D.N.Y. Case No. 05-11063, transferred Apr. 14, 2005, to
Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840). Two of the
then-existing wholly owned subsidiaries of Winn-Dixie Stores, Inc.
did not file petitions under Chapter 11.
When the Debtors filed for protection from their creditors, they
disclosed $2,235,557,000 in total assets and $1,870,785,000 in
total debts. The Honorable Jerry A. Funk confirmed Winn-Dixie's
Joint Plan of Reorganization on Nov. 9, 2006. Winn-Dixie emerged
from bankruptcy on Nov. 21, 2006.
Reorganized Winn-Dixie is represented by Stephen D. Busey, Esq.,
at Smith Hulsey & Busey in Jacksonville.
W.R. GRACE: Canadian ZAI Counsel Proposes to Hire Collectiva
------------------------------------------------------------
Lauzon Belanger Lesperance and Scarfone Hawkins LLP, as
representative counsel to the Canadian Zonolite Attic Insulation
Claimants, ask the Bankruptcy Court to approve Collectiva Class
Action Services Inc., as the claims administrator for the Canadian
ZAI property damage claims fund.
The Canadian ZAI property damage claims fund will be established
pursuant to the terms of the Canadian ZAI Minutes of Settlement.
According to the defined terms of the Amended Minutes of
Settlement, the "Claims Administrator" is defined as "a person
appointed by CCAA Representative Counsel and approved by the U.S.
Court to administer the Fund in accordance with this Settlement
and any subsequent Fund administration agreement or other related
document."
The Amended Minutes of Settlement further provides that the CDN
ZAI PD Claims Fund will be authorized to pay a Claims
Administrator up to CDN $850,000 for fees and disbursements
incurred in administering the CDN ZAI PD Claims Procedure and the
Fund.
Daniel K. Hogan, Esq., at The Hogan Firm, Wilmington, Delaware --
dkhogan@dkhogan.com -- relates that at the time of confirmation of
the Debtors' Joint Plan of Reorganization, the proposed Canadian
ZAI Property Damage Claims Administrator had not yet been
selected. He notes that on the Joint Plan's Effective Date, the
CDN ZAI PD Claims Fund Trust will be created pursuant to the Joint
Plan and in accordance with the Joint Plan documents.
To prepare for the creation and funding of the CDN ZAI PD Claims
Fund, the Representative Counsel considered various Canadian
claims administration entities, and subsequently selected
Collectiva, which has previously been utilized by Representative
Counsel in this case in connection with the notice and claims
process.
Collectiva is capable of providing claims administration services
in English and in French, Canada's two official languages, which
is a vital consideration in selection of a claims administrator in
a national case, Mr. Hogan contends. He adds that Collectiva's
current promotional materials demonstrate the range of experience
its team offers to ensure a smooth and cost effective
administration process.
For complete transparency, Representative Counsel discloses that
certain shareholders of Collectiva are also members of the law
firm Lauzon Belanger. No agreement or understanding exists
between Collectiva and Lauzon Belanger, or any other person or
entity, for the sharing of any compensation to be received for
professional services rendered or to be provided in connection
with these cases, Mr. Hogan says.
The Representative Counsel also seeks authority to pay Collectiva
customary fees at rates that are comparable to those charged by
claims administrators of similar expertise in their relevant
market, as indicated in the Amended Minutes of Settlement, which
states that the CDN ZAI PD Claims Fund will be authorized to pay a
claims administrator up to C$850,000.
The Bankruptcy Court will convene a hearing on May 23, 2011, at
9:00 a.m. Objections are due May 6.
About W.R. Grace & Co.
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.
The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort. The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims. The Plan confirmation hearing
wrapped up on Jan. 25.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
W.R. GRACE: Objects to Illinois Revenue Dept.'s $3.4MM Claim
------------------------------------------------------------
The Illinois Department of Revenue has filed a claim asserting
that W.R. Grace & Co. failed to pay applicable payroll taxes for
tax years 1976 and 1984 through 1989, relates Laura Davis Jones,
Esq., at Pachulski, Stang, Ziehl, & Jones LLP, in Wilmington,
Delaware.
"Those dates are not a typographical error. IDOR has asserted
claims for unpaid payroll taxes dating from more than 20 years to
as many as 35 years ago," Ms. Jones tells the Court.
Applicable Illinois law bars those claims if IDOR fails to notify
a taxpayer within three years of the proposed tax deficiency, Ms.
Jones averts. She alleges that IDOR never provided the Debtors
with any notice of any of these proposed deficiencies for any of
the tax years at issue -- whether within the applicable period of
limitations or otherwise -- until it filed the bankruptcy claim.
The last day on which IDOR could have timely filed a notice of
deficiency for tax year 1989 was April 15, 1993, approximately 18
years ago, and for tax year 1976 on or before April 15, 1980,
approximately 31 years ago.
The Debtors, therefore, ask the Court to disallow IDOR's Claim No.
150, filed on June 7, 2001, for $3,486,130 in unpaid withholding
taxes, associated penalties and prepetition interest.
About W.R. Grace & Co.
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.
The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort. The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims. The Plan confirmation hearing
wrapped up on Jan. 25.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
W.R. GRACE: York, et al., Acquire More Shares of Grace Equity
-------------------------------------------------------------
In separate notices, these entities notified the Bankruptcy Court
that as of April 11, 2011, they beneficially own a number of
shares of W.R. Grace & Co. equity securities:
York Multi-Strategy Master Fund, L.P. 651,350
York Capital Management L.P. 383,558
Jorvik Multi-Strategy Master Fund, L.P. 51,031
York Managed Holdings, LLC 117,913
York Credit Opportunities Fund, L.P. 1,473,283
York Credit Opportunities Master Fund LP 1,833,008
Merrill Lynch Investment Solutions-
York Event-Driven UCITS Fund 325,000
The parties also disclosed that they intend to purchase, acquire,
or otherwise accumulate a certain number of shares of Grace equity
securities and that as a result of the proposed transfer, if
permitted, they would own an increased number of Grace equity
securities shares:
No. of Total
Shares Shares
Acquired Owned
-------- -----
York Multi-Strategy Master Fund LP 82,766 734,116
York Capital Management L.P. 44,111 427,669
Jorvik Multi-Strategy Master Fund LP 6,613 57,644
York Managed Holdings, LLC 16,510 134,423
York Credit Opportunities Fund L.P. 151,632 1,624,915
York Credit Opportunities
Master Fund LP 198,368 2,031,376
Merrill Lynch Investment Solutions-
York Event-Driven UCITS Fund 35,000 360,000
About W.R. Grace & Co.
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.
The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort. The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims. The Plan confirmation hearing
wrapped up on Jan. 25.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
W.R. GRACE: Maryland Casualty Submits Cross-Appeals on Plan Order
-----------------------------------------------------------------
As reported in the April 12, 2011 edition of the Troubled Company
Reporter, several parties filed separate statements of issues on
appeal and designations of items for inclusion in record with
respect to their appeals from Bankruptcy Judge Judith Fitzgerald's
Jan. 31, 2011 order confirming the Debtors' Plan of Reorganization
and other related rulings.
Maryland Casualty Company cross-appeals under Section 158(a) of
the Judiciary and Judicial Procedures Code from the Jan. 31
Orders.
Maryland Casualty is now asking the U.S. District Court for the
District of Delaware to determine whether:
(1) the Bankruptcy Court properly confirmed the First Amended
Plan of Reorganization that fully and permanently enjoins
all holders of Asbestos PI Claims from prosecuting
Asbestos PI Claims against Asbestos Protected Parties.
However, to the extent that the District Court finds that
the Bankruptcy Court erred in approving that injunction,
MCC asks the District Court to determine whether the
Bankruptcy Court also err in confirming the Plan over
MCC's objections; and
(2) to the extent that the District Court finds that
Bankruptcy Court erred in excluding any evidence submitted
by the Libby Claimants, MCC asks the District Court to
determine whether the Bankruptcy Court also err in
overruling objections to the admission of other evidence
submitted by the Libby Claimants.
As reported on April 12, 2011, the Appellants are:
* Anderson Memorial Hospital;
* AXA Belgium, as successor to Royale Belge SA;
* BNSF Railway Company;
* Garlock Sealing Technologies LLC;
* Her Majesty the Queen in Right of Canada;
* Libby Claimants;
* State of Montana;
* Government Employees Insurance Company and Republic
Insurance Company, now known as Starr Indemnity & Liability
Company; and
* Official Committee of Unsecured Creditors and certain
lenders under the Prepetition Bank Credit Facilities.
The Appellants ask the District Court to determine whether the
Bankruptcy Court erred:
-- by finding that the Plan is not discriminatory, even though
the claims of all indirect claimants are treated the same,
despite the fact that the value of the indirect claims of
other claimants, including BNSF, are eight times greater
than the value of the majority of Indirect Claims, and as a
result the Plan is in violation of Sections 524(g),
1123(a)(4) and 1129(a)(1) and (b)(1) of the Bankruptcy
Code, and hence, is not confirmable;
-- by finding that the Section 524(g) injunction need not
extend to derivative claims asserted against certain
claimants, including BNSF;
-- in confirming a Chapter 11 plan that deprived claimants,
including the Libby Claimants, of their right to trial by
jury;
-- in concluding that the Plan complies with Section 524(g);
-- in confirming a Chapter 11 plan that imposes injunctions
and releases exceeding its jurisdiction and impermissible
under Section 524(g);
-- in concluding that the Plan was proposed in good faith, is
feasible and is confirmable pursuant to Section 1129 of the
Bankruptcy Code;
-- in concluding that the Plan complies with Section 1122(a),
even though it classifies claims that are not substantially
similar within the same class;
-- in ruling that certain liability insurance policies issued
to W.R. Grace & Co., or alternatively interests under or
rights to said policies, could be assigned to, or vested
in, the Asbestos PI Trust, absent the insurers' consent and
over their plan objection, notwithstanding the
anti-assignment provisions in said policies;
-- in concluding that the Bank Lenders' claims and,
accordingly, Class 9 (General Unsecured Claims), are not
impaired by the Plan; and
-- in concluding that the Plan does not violate the "absolute
priority rule" of Section 1129(b) where the Plan provides
for holders of equity interests to retain value before
dissenting creditors have received payment in full,
including payment of postpetition interest on creditors'
allowed claims at the applicable contract rate.
The Chapter 11 Plan
As reported in the Feb. 3, 2011 edition of the Troubled Company
Reporter, Judge Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware approved on Jan. 31, 2011, the Joint Plan
of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders, the
Official Committee of Asbestos-related Personal Injury Claimants,
and the Future Claims Representative.
Grace's Joint Plan will next be considered for confirmation by
the United States District Court for the District of Delaware, a
necessary step before Grace may exit Chapter 11.
Judge Fitzgerald confirmed the Plan after resolving all
outstanding objections and finding that the Plan satisfies all
applicable sections of the Bankruptcy Code, including Section
524(g). Judge Fitzgerald held that claimants in Classes 6, 7
(including both sub-classes 7A and 7B), and 8 have voted to
accept the Plan in the requisite numbers and amounts required by
Sections 524(g), 1126, and 1129.
The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners. Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies. The trusts' assets and operations are designed to
cover all current and future asbestos claims, according to the
Debtors.
The Debtors filed for bankruptcy in April 2001 because of
increasing asbestos personal injury claims. They have submitted
several plans of reorganizations co-proposed by different
parties-in-interest since the Petition Date. The most recent
plan was filed in November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.
In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for US$1.8 billion. Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims. Grace's experts estimated that the
company's asbestos personal injury liabilities are between
US$385 million and US$1.314 billion. The PI Committee,
representing more than 100,000 asbestos claimants, said Grace's
liabilities range from US$4.7 billion to US$6.2 billion.
Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:
-- Cash in the amount of US$250,000,000;
-- Warrants to acquire 10,000,000 shares of Grace common stock
at an exercise price of US$17.00 per share, expiring one year
from the effective date of a plan of reorganization;
-- Rights to proceeds under Grace's asbestos-related insurance
coverage;
-- The value of cash and stock under the litigation settlement
agreements with Sealed Air Corporation and Fresenius
Medical Care Holdings, Inc.; and
-- Deferred payments at US$110,000,000 per year for five years
starting in 2019, and US$100,000,000 per year for 10 years
starting in 2024; the deferred payments would be
obligations of Grace backed by 50.1% of Grace's common
stock to meet the requirements of Section 524(g).
The Sealed Air settlement payment consists of (i) US$512,500,000
in cash, plus interest accrued from Dec. 21, 2005 until the Plan's
effective date, at a rate of 5.5% per annum compounded annually;
and (ii) 18,000,000 shares of Sealed Air common stock. As of
Jan. 31, 2011, Eastern Time, Sealed Air stocks are priced at
US$26.69 per share, placing a value of about US$480,420,000 on the
settlement pact.
In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the Debtors
implement the Plan in a manner fully consistent with a settlement
agreement signed on Nov. 20, 2003. Sealed Air added that it
stands ready to contribute its payment directly to one or more of
the trusts to be created under Section 524(g) once the provisions
of the settlement agreement are fully met. Sealed Air noted that
as of Dec. 31, 2010, its total cash payment would have been
approximately US$788 million, which reflects the principal
settlement amount of US$512.5 million and US$275.5 million of
accrued interest, which accrues at 5.5% per annum and is
compounded annually. Sealed Air's payment to the Debtors would
resolve all current and future asbestos-related, fraudulent
transfer and successor claims the Debtors have against Sealed Air
as a result of the Cryovac transaction with W. R. Grace in 1998.
The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims. In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000
to C$8,595,632 in the event the U.S. Confirmation Order is
entered by the U.S. Court on or before Jan. 31, 2011; and
C$9,095,632 in the event that the U.S. Confirmation Order is
entered by the U.S. Court after Jan. 31, 2011, but on or before
July 31, 2011.
About W.R. Grace & Co.
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.
The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort. The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims. The Plan confirmation hearing
wrapped up on Jan. 25.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
May 5, 2011
AMERICAN BANKRUPTCY INSTITUTE
Nuts and Bolts - New York City
Association of the Bar of the City of New York,
New York, N.Y.
Contact: 1-703-739-0800; http://www.abiworld.org/
May 6, 2011
AMERICAN BANKRUPTCY INSTITUTE
New York City Bankruptcy Conference
Hilton New York, New York, N.Y.
Contact: 1-703-739-0800; http://www.abiworld.org/
June 6, 2011
AMERICAN BANKRUPTCY INSTITUTE
Canadian-American Cross-Border Insolvency Symposium
Fairmont Royal York, Toronto, Ont.
Contact: 1-703-739-0800; http://www.abiworld.org/
June 9-12, 2011
AMERICAN BANKRUPTCY INSTITUTE
Central States Bankruptcy Workshop
Grand Traverse Resort and Spa, Traverse City, Mich.
Contact: http://www.abiworld.org/
July 21-24, 2011
AMERICAN BANKRUPTCY INSTITUTE
Northeast Bankruptcy Conference
Hyatt Regency Newport, Newport, R.I.
Contact: 1-703-739-0800; http://www.abiworld.org/
July 27-30, 2011
AMERICAN BANKRUPTCY INSTITUTE
Southeast Bankruptcy Workshop
The Sanctuary at Kiawah Island, Kiawah Island, S.C.
Contact: 1-703-739-0800; http://www.abiworld.org/
Aug. 4-6, 2011
AMERICAN BANKRUPTCY INSTITUTE
Mid-Atlantic Bankruptcy Workshop
Hotel Hershey, Hershey, Pa.
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 14, 2011
AMERICAN BANKRUPTCY INSTITUTE
NCBJ/ABI Educational Program
Tampa Convention Center, Tampa, Fla.
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. __, 2011
AMERICAN BANKRUPTCY INSTITUTE
International Insolvency Symposium
Dublin, Ireland
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 25-27, 2011
TURNAROUND MANAGEMENT ASSOCIATION
Hilton San Diego Bayfront, San Diego, CA
Contact: http://www.turnaround.org/
Dec. 1-3, 2011
AMERICAN BANKRUPTCY INSTITUTE
23rd Annual Winter Leadership Conference
La Quinta Resort & Spa, La Quinta, Calif.
Contact: 1-703-739-0800; http://www.abiworld.org/
April 3-5, 2012
TURNAROUND MANAGEMENT ASSOCIATION
TMA Spring Conference
Grand Hyatt Atlanta, Atlanta, Ga.
Contact: http://www.turnaround.org/
Apr. 19-22, 2012
AMERICAN BANKRUPTCY INSTITUTE
Annual Spring Meeting
Gaylord National Resort & Convention Center,
National Harbor, Md.
Contact: 1-703-739-0800; http://www.abiworld.org/
July 14-17, 2012
AMERICAN BANKRUPTCY INSTITUTE
Southeast Bankruptcy Workshop
The Ritz-Carlton Amelia Island, Amelia Island, Fla.
Contact: 1-703-739-0800; http://www.abiworld.org/
Aug. 2-4, 2012
AMERICAN BANKRUPTCY INSTITUTE
Mid-Atlantic Bankruptcy Workshop
Hyatt Regency Chesapeake Bay, Cambridge, Md.
Contact: 1-703-739-0800; http://www.abiworld.org/
November 1-3, 2012
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
Westin Copley Place, Boston, Mass.
Contact: http://www.turnaround.org/
Nov. 29 - Dec. 2, 2012
AMERICAN BANKRUPTCY INSTITUTE
Winter Leadership Conference
JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
Contact: 1-703-739-0800; http://www.abiworld.org/
April 10-12, 2013
TURNAROUND MANAGEMENT ASSOCIATION
TMA Spring Conference
JW Marriott Chicago, Chicago, Ill.
Contact: http://www.turnaround.org/
October 3-5, 2013
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
Marriott Wardman Park, Washington, D.C.
Contact: http://www.turnaround.org/
The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via
e-mail to conferences@bankrupt.com are encouraged.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
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Each Tuesday edition of the TCR contains a list of companies with
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A list of Meetings, Conferences and Seminars appears in each
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related conferences are encouraged. Send announcements to
conferences@bankrupt.com/
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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,
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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.
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*** End of Transmission ***