/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110512.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, May 12, 2011, Vol. 15, No. 130 Headlines 3515 WILSHIRE: Section 341(a) Meeting Scheduled for June 14 4108 MARATHON: Case Summary & 2 Largest Unsecured Creditors 61 ARROW: Case Summary & 17 Largest Unsecured Creditors 786 HOSPITALITY: Case Summary & 2 Largest Unsecured Creditors 8334 LEESBURG: Case Summary & 6 Largest Unsecured Creditors ADAPTIVE MICRO: Enters Receivership, to Close Milwaukee Facility ALL YOU, LLC: Hearing on Competing Plans Set for May 18 AMBAC FINANCIAL: Files Supplements 2010 Annual Report AMBAC FINANCIAL: Has Confidentiality Deal with IRS on Discovery AMBAC FINANCIAL: Incurs $819.3-Million Net Loss in First Qtr. AMKOR TECHNOLOGY: S&P Ups CCR to 'BB' on Expected Credit Measures ARLIE & CO: Emerges From Chapter 11 Bankruptcy Protection BAKERS FOOTWEAR: Sales Hike 9.3% in Fiscal Q1 of 2011 BANKUNITED FINANCIAL: Creditors File Amended Chapter 11 Plan BELLS CROSSING: 230-Acre North Carolina Project in Ch. 11 BELLS CROSSING: Case Summary & 10 Largest Unsecured Creditors BERKELEY DELAWARE: Meeting of Creditors Scheduled for June 7 BERNARD L MADOFF: Trustee Sues Safra National for $111 Million BIOPACK ENVIRONMENTAL: Michael Forster Resigns as Director BLOCKBUSTER INC: $226-Mil. of Sale Proceeds to Pay Off Claims BLUEKNIGHT ENERGY: Settles SemGroup Energy Class Suit BLUEKNIGHT ENERGY: Reports $2.63-Mil. Net Income in 1st Quarter BUSINESS DEVELOPMENT: Sam Lau Resigns from All Positions CATHOLIC CHURCH: Wilmington Wants Removal Period Until July 25 CATHOLIC CHURCH: Pepper Replaces Greenberg as Employees' Counsel CATHOLIC CHURCH: Milw. Wants to Decide on De Sales Lease in August CDC PROPERTIES: Wants Graham & Dunn as Replacement Counsel CLUB VENTURES: Creditors Have Until June 15 to File Claims CMP SUSQUEHANNA: Moody's Continues Ratings Review, Might Upgrade COMMERCIAL VEHICLE: Files Form 10-Q; Posts $3.27MM Income in Q1 COMPOSITE TECHNOLOGY: Can Access Cash Collateral Until June 2 COMPOSITE TECHNOLOGY: Taps Knobbe Martens as Patent Counsel CREDIT-BASED ASSET: Chapter 11 Plan Declared Effective DELPHI CORP: DPH Submits Q1 Report to Bankruptcy Court DELPHI CORP: Retiree Panel Wants to Designate DSRA Veba Benefits DESERT OASIS: Case Summary & 20 Largest Unsecured Creditors DRYSHIPS INC: Unit Signs Drilling Contract for Leiv Eiriksson DUBLIN DEVELOPERS: Case Summary & 20 Largest Unsecured Creditors DYNASTY DEVELOPMENT: Section 341(a) Meeting Scheduled for June 20 DYNAVAX TECHNOLOGIES: Posts $18.5-Mil. First Quarter Net Loss EAST BAY: U.S. Trustee Wants Chapter 11 Case Dismissed EAST COAST: Wants to Hire Laurie R. Brown to Supervise Accounting EAST COAST: Taps Keith Saieed as Broker for the Sale, Lease EAST COAST: Taps Stubbs & Perdue to Handle Reorganization Case EAST COAST: Taps Brian Geschickter to Handle Jamestown Pender Suit ELEPHANT TALK: Posts $4.7 Million Net Loss in First Quarter ELZA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors EMERGENCY MEDICAL: Moody's Puts Junk Rating on $950MM Notes EQUIPMENT MANAGEMENT: Files New List of Largest Unsec. Creditors EQUIPMENT MANAGEMENT: Files Schedules of Assets & Liabilities FAIRGROUNDS PROPERTIES: Voluntary Chapter 11 Case Summary FANNIE MAE: Bill for Replacement Entities to Be Filed Today FIRST FEDERAL: Commences $8.7-Mil. Common Stock Rights Offering FORUM HEALTH: Schedules July 19 Plan Confirmation Hearing FRE REAL ESTATE: Seeks to Employ Barlow Garsek as Counsel FRE REAL ESTATE: Files Schedules of Assets and Liabilities FREDDIE MAC: Bill for Replacement Entities to Be Filed Today GENERAL GROWTH: Fee Committee OKs $233 Million for Professionals GENERAL GROWTH: Files Supplement to 1st Qtr. Status Report GENERAL GROWTH: Debtors, U.S. Trustee Oppose Brown Rudnick's Fees GENERAL MOTORS: Former Execs. Sue Over Slashed Retirement Benefits GENTA INC: Has 151.33 Million Outstanding Common Shares GIORDANO'S ENTERPRISES: Court Orders Trustee to Take Over GSH HOLDINGS: Moody's Puts 'B3' Corporate Family Rating HACIENDA GARDENS: Court OKs Dismissal of Reorganization Case HARRY & DAVID: Reaches Deal with Committee, Noteholders on Plan HARRY & DAVID: Gets Okay to Set Rights Offering Record Date INFOGROUP INC: Moody's Affirms B1 CFR; Puts B1 Rating on Bank Debt INNKEEPERS USA: Midland, Lehman Ali Say New Plan Unconfirmable IPALCO ENTERPRISES: Moody's Gives Note Offering 'Ba1' Rating K-V PHARMACEUTICAL: Registers 20.03MM Common Shares KAUFMAN CRAYCROFT: Case Summary & 20 Largest Unsecured Creditors KE KAILANI: Parties Agree on Dismissal; Hearing on May 16 KENTUCKIANA MEDICAL: Must Raise $11 Million to Avert Liquidation KEY DEVELOPERS: Payment to Management Firm Not Avoidable LAX ROYAL: Employs Michael Sofris as General Counsel LECG CORP: Suspending Filing of Reports with SEC LEHMAN BROTHERS: Paulson May Reap Up to $726MM From Debt Trades LEVELLAND/HOCKLEY: Wants Quick Approval of Tenaska Supply Deal LINN ENERGY: S&P Affirms 'B+' CCR; Outlook Revised to Positive LOGIC DEVICES: Posts $104,500 Net Loss in March 31 Quarter MARONDA HOMES: U.S. Trustee Unable to Form Committee MASTEC INC: S&P Affirms 'BB-' CCR on Improved Credit Measures MAUI LAND: Deregisters Unsold 1.43MM Common Shares Offering MCCLATCHY CO: S&P Lowers CCR to 'B-' on Revenue Decline MESA AIR: Signs Post-Effective Date Deals with Bombardier, et al. MESA AIR: Imperial Capital Seeks $4.1 Million in Fees MESA AIR: Files Post-Confirmation Report for First Quarter MGM RESORTS: MGM China Submits WPIP to HKSE in Connection with IPO MICROVISION INC: Posts $9 Million Net Loss in 1st Quarter MIDWEST BANC: Creditors File Chapter 11 Plan of Liquidation MMRGLOBAL INC: Sees 600% Revenue Rise in 1st Quarter of 2011 MOBILE ALABAMA: Court Rejects Bid for New Trial in Hoeppner Suit MONEY TREE: Posts $3.4 Million Net Loss in March 25 Quarter MOUNT SINAI: Moody's Raises Long Term Ratings From 'Ba1' MP-TECH: Has Final Approval for Loan from Joon LLC MSR RESORT: Wants Exclusivity Period Extended MTG INC: Court Denies Ch.7 Trustee's Bid for Turnover of Docs. NAVIOS MARITIME: Moody's Assigns 'B3' Rating to Notes Due 2019 NCL CORP: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable NCOAT INC: Plan Filing Exclusivity Expires May 14 NMT MEDICAL: Seals Bid Sale of Intellectual Property on June 10 NORTEL NETWORKS: European Units to Make $10 Billion in Claims NRG ENERGY: Moody's Holds Ba3 Corp. Family Rating; Outlook Stable NV ENERGY: Moody's Upgrades Issuer & Sr. Unsecured Ratings to Ba2 OFFSHORE WARRIORS: Court Considers Case Dismissal Plea on May 24 ORDWAY RESEARCH: Section 341(a) Meeting Schedules for June 6 OWENS CORNING: Asbestos Trust Subpoenaed for Docs. Inspection PHILADELPHIA RITRENHOUSE: Seeks to Hire C.B.D. as Representative PROFILE TECHNOLOGIES: Files for Bankruptcy Protection PROFILE TECHNOLOGIES: Case Summary & Creditors List QUALITY DISTRIBUTION: Files Form 10-Q; Posts $2.72MM Income in 1Q REAL MEX: Incurs $6.23 Million Net Loss in March 27 Quarter REVLON CONSUMER: Moody's Affirms 'B1' Corporate Family Rating ROTECH HEALTHCARE: Incurs $2.69 Million Net Loss in March 31 Qtr. ROTHSTEIN ROSENFELDT: Rosenfeldt's Wife Settles Lawsuit RYDER MEMORIAL: S&P Affirms 'BB' Rating on $10.9MM Bonds SATELITES MEXICANOS: Bankruptcy Court Confirms Chapter 11 Plan SCI REAL ESTATE: Seeks to Employ Haskell & White as Accountant SCOVILL FASTENERS: Creditors Oppose Rushed Bid Timeline SCOVILL FASTENERS: Carl Marks Advises Firm in Asset Sale SEVEN SEAS: Moody's Assigns 'B3' to Proposed $200-Mil. Notes SMART ONLINE: Sells Add'l $400,000 Convertible Secured Note SOUTHWEST CHURCH: Voluntary Chapter 11 Case Summary SPANISH BROADCASTING: To Acquire Houston Television Station SPECIALTY PRODUCTS: Hires Ernst & Young as Accountant STOKES ELECTRIC: Case Summary & 20 Largest Unsecured Creditors SZCZEPANSKI INVESTMENTS: Case Summary & Largest Unsecured Creditor TASTY BAKING: Incurs $4.32 Million Net Loss in March 26 Quarter TERRA-GEN FINANCE: Moody's Puts 'Ba3' on US$360MM Sec. Loans TRI-VALLEY CORP: Posts $2.5 Million Net Loss in 1st Quarter TRIUS THERAPEUTICS: Incurs $10-Mil. First Quarter Net Loss TROPICANA ENT: State of New Jersey Tax Claims Resolved TROPICANA ENT: LandCo Debtors Submit 1st Quarter Post-Conf. Report TROPICANA ENT: OpCo Debtors Submit 1st Quarter Post-Conf. Report TWIN CITY: Wells Fargo Holds Sr. Security Interest in Receivables UNIFI INC: Files Form 10-Q; Posts $4-Mil. Loss in March 31 Qtr. UNIVERSAL SOLAR: Incurs $260,382 Net Loss in First Quarter US AIRWAYS: Incurs $114,000,000 First Quarter Net Loss US AIRWAYS: Provides Update on 2011 Financial Outlook US AIRWAYS: Court Denies Dismissal of F. Holcombe's Claims US AIRWAYS: January to March Traffic Results US TELEPACIFIC: S&P Keeps 'B-' Ratings on Corp. Credit & Term Loan UTSTARCOM INC: CEO Lu Inks Employment Pact with China uNIT VIKING SYSTEMS: Incurs $446,255 Net Loss in First Quarter VISHAY INTERTECH: Share Buyback No Effect on Ba3 CFR, Moody's Says VISHAY TECHNOLOGY: S&P Gives 'BB' Rating on $150MM Debentures VISIONS GOLF: Voluntary Chapter 11 Case Summary VITRO SAB: U.S. Units Arrange $30-Mil. Loan from Bank of America WALL STREET SYSTEMS: S&P Gives 'B' CCR; Outlook is Stable WATERSCAPE RESORT: $126MM Sale Deal Underpins Restructuring Plan WAVERLY GARDENS: Court Considers Case Dismissal Plea on May 24 WILLIAM PHILLIPS: Court Says Factual Error in Order "Harmless" YAZDANI INVESTMENTS: Case Summary & Largest Unsecured Creditor YRC WORLDWIDE: Incurs $102.27 Million Net Loss in First Quarter * Judge Sentences Commodities Trader Behind $7.8 Million Scam * Allen Matkins Adds Pauline Stevens to Firm * Steven Weisbrot Joins Kurtzman Carson Consultants * Recent Small-Dollar & Individual Chapter 11 Filings ********* 3515 WILSHIRE: Section 341(a) Meeting Scheduled for June 14 ----------------------------------------------------------- The U.S. Trustee for Region 16 will convene a meeting of creditors in 3515 Wilshire, LLC's Chapter 11 case on June 14, 2011, at 9:00 a.m. The meeting will be held at 725 S Figueroa St., Room 2610, Los Angeles, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Los Angeles, California-based 3515 Wilshire, LLC, a Nevis limited liability company, filed for Chapter 11 protection (Bankr. C.D. Calif. Case No.: 11-28467) on April 28, 2011. Bankruptcy Judge Sheri Bluebond presides over the case. Mark S. Horoupian, Esq., and Victor A. Sahn, Esq., at Sulmeyerkupetz, A Professional Corporation, represents the Debtor in its restructuring effort. The Debtor estimated assets and debts at $10 million to $50 million. 4108 MARATHON: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 4108 Marathon Street, LLC aka 626 Partners, LLC 120 El Camino Drive, #204 Beverly Hills, CA 90212 Tel: (310) 278-7431 Bankruptcy Case No.: 11-30079 Chapter 11 Petition Date: May 9, 2011 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: Jon H. Freis, Esq. 120 El Camino Drive, Suite 204 Beverly Hills, CA 90212 Tel: (310) 276-1218 Fax: (310) 276-1961 E-mail: jon@jhflaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/cacb11-30079.pdf The petition was signed by Jon H. Freis, manager. 61 ARROW: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------- Debtor: 61 Arrow Road LLC c/o Housing Consultants 145 Sisson Avenue Hartford, CT 06105 Bankruptcy Case No.: 11-21380 Chapter 11 Petition Date: May 10, 2011 Court: U.S. Bankruptcy Court District of Connecticut (Hartford) Judge: Albert S. Dabrowski Debtor's Counsel: Patrick W. Boatman, Esq. LAW OFFICES OF PATRICK W. BOATMAN, LLC 111 Founders Plaza, Suite 1000 East Hartford, CT 06108 Tel: (860) 291-9061 Fax: (860) 291-9073 E-mail: pboatman@boatmanlaw.com Scheduled Assets: $1,675,609 Scheduled Debts: $1,573,493 A list of the Company's 17 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ctb11-21380.pdf The petition was signed by John Tartaglia, non-member manager. 786 HOSPITALITY: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: 786 Hospitality Group, LLC 1339 Highland Avenue Williamstown, WV 26187 Bankruptcy Case No.: 11-40099 Chapter 11 Petition Date: May 10, 2011 Court: U.S. Bankruptcy Court Southern District of West Virginia (Parkersburg) Judge: Ronald G. Pearson Debtor's Counsel: Charles A. Riffee, II, Esq. CALDWELL & RIFFEE P.O. Box 4427 Charleston, WV 25364-4427 Tel: (304) 925-2100 Fax: (304) 925-2193 E-mail: chuckriffee@frontier.com Scheduled Assets: $1,269,572 Scheduled Debts: $1,702,991 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/wvsb11-40099.pdf The petition was signed by Muhammad Anwar Kingson, managing member. 8334 LEESBURG: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 8334 Leesburg Pike Associates 7034 Wisconsin Avenue Chevy Chase, MD 20815-6107 Bankruptcy Case No.: 11-19734 Chapter 11 Petition Date: May 10, 2011 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Judge: Robert A. Gordon Debtor's Counsel: Alan M. Grochal, Esq. TYDINGS AND ROSENBERG 100 E. Pratt Street, 26th Floor Baltimore, MD 21202 Tel: (410) 752-9700 Fax: (410) 727-5460 E-mail: agrochal@tydingslaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/mdb11-19734.pdf The petition was signed by Abdolreza Parvizian, managing partner. ADAPTIVE MICRO: Enters Receivership, to Close Milwaukee Facility ---------------------------------------------------------------- Biz Times Manufacturing Weekly reports that Adaptive Micro Systems has entered Wisconsin Chapter 128 receivership and plans to close its headquarters and manufacturing facility in Milwaukee. All of the Company's 71 employees will be terminated, according to a letter sent by attorney Michael Polsky, the court-appointed receiver in the matter. Layoffs are expected to begin July 6. Adaptive Micro Systems is a designer and manufacturer of electronic signage, LED displays and related control systems. "Unforeseen business circumstances" were blamed for the Company's woes. ALL YOU, LLC: Hearing on Competing Plans Set for May 18 ------------------------------------------------------- The Hon. Ben T. Barry the U.S. Bankruptcy Court for the Western District of Arkansas will convene a hearing on May 18, 2011, at 1:30 p.m., to consider the confirmation two competing chapter 11 plans of reorganizations for All You, LLC. At the hearing, the Court will hear objections to plan confirmation filed by Gary D. Jiles, Esq., at Jack Nelson Jones Jiles & Gregory, P.A., on behalf of creditor First Security Bank. As reported in the Troubled Company Reporter on April 20, Judge Barry approved a disclosure statement explaining the Chapter 11 Plan proposed by the Debtor on Feb. 15. On March 10, the Debtor delivered a copy of its Chapter 11 Plan to the Court, a full-text copy of which may be accessed for free at http://bankrupt.com/misc/ALLYOU_DebtorPlan.pdf The Debtor's only secured creditor, First Security Bank, filed a competing plan on March 11, a full-text copy of which may be accessed for free at: http://bankrupt.com/misc/ALLYOU_1stSecurityPlan.pdf The Debtor's Plan provides that the Debtor will pay to First Security Bank all amounts collected as income from "investment Properties" except for $7,000 per month as allowed by a Cash Collateral Order previously entered by the Bankruptcy Court. Additionally, upon the sale of any of the properties, all the proceeds will be turned over to First Security Bank to pay down debt obligation. All properties owned by the Debtor will be sold within the two-year plan period. First Security Bank's Plan provides that upon plan confirmation, the real estate assets of the Debtor will be abandoned to First Security, to be sold in the case styled First Security Bank v. All You, LLC, et al., Circuit Court of Washington County, Arkansas, Case No. CV-10-712-2, in accordance with applicable state law. Upon the sale of the real estate assets, the sale proceeds will be distributed to creditors. About All You, LLC Fayetteville, Arkansas-based All You, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Ark. Case No. 10-74049) on Aug. 2, 2010. Don Brady, Esq., at Blair, Brady & Henson represents the Debtor in its restructuring effort. The Debtor disclosed $10.98 million in assets and $5.51 million in liabilities as of the Petition Date. The U.S. Trustee for Region 16 was unable to form an official committee of unsecured creditors for the Chapter 11 case. AMBAC FINANCIAL: Files Supplements 2010 Annual Report ----------------------------------------------------- Ambac Financial Group, Inc. filed with the U.S. Securities and Exchange Commission on May 2, 2011, amendment no. 1 to its annual report on Form 10-K for the year ended Dec. 31, 2010. AFG Senior Managing Director, Chief Financial Officer and Treasurer David Trick explains that since AFG will not be filing a Definitive Proxy Statement within 120 days following its fiscal year end, it is filing the Amendment to provide information required by these items of Part III of the Annual Report: * Item No. 10 Director and Executive Officers * Item No. 11 Executive Compensation * Item No. 12 Security Ownership of Certain Beneficial Owners and Management * Item No. 13 Certain Relationships and Related Transactions * Item No. 14 Principal Accountant Fees and Services Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Part III of the Annual Report is deleted in its entirety and replaced with the Part III as set forth in the Amendment. The Amendment, however, does not change the Company's previously reported financial statements and other financial disclosures contained in the Annual Report, Mr. Trick clarifies. AFG Directors In light of the Company's current financial condition, the Board meets as often as is necessary, according to Mr. Trick. The Board met 23 times during 2010, he disclosed. The Company's directors as of April 1, 2011, are: Name Title ---- ----- Michael A. Callen Non-executive chairman of the board of AFG and Ambac Assurance Corporation Jill M. Considine Director Paul R. DeRosa Director Philip N. Duff Director Thomas C. Theobald Director Lara S. Unger Director Henry D.G. Wallace Director David W. Wallis President and Chief Executive Officer of AFG and AAC Executive Compensation The Company revealed that its primary compensation objective for 2010 was to provide a fair level of compensation to its executives while acknowledging its current financial and operating condition of. AFG's principal business strategies are: (i) to reorganize its capital structure and financial obligations through the bankruptcy process commenced on November 8, 2010, when AFG filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code; and (ii) to increase the residual value of its financial guarantee business by mitigating losses on poorly performing transactions and maximizing the return on its investment portfolio. AFG made compensation payments to named executive officers or NEOs for the year ended Dec. 31, 2011: All Other Name/Title Salary Bonus Compensation Total ---------- ----------- ---------- ------------ ------------ Michael A. $843,750 $910,000 $282,534 $2,036,284 Callen Executive Chairman David W. $1,298,077 $1,476,750 $252,827 $3,027,654 Wallis President and Chief Executive Officer David Trick $567,308 $391,250 $9,800 $968,358 Sr. Vice-Pres., Chief Financial Officer and Treasurer Kevin J. $649,038 $850,000 $9,800 $1,508,838 Doyle Sr. Vice-Pres. and General Counsel Diana N. $548,135 $350,500 $9,800 $944,435 Adams Senior Managing Director Timothy J. $324,519 $246,250 $631,429 $1,202,198 Stevens Former SVP Gregg L. $277,644 $226,876 $551,344 $1,055,864 Bienstock Former SVP The 2010 bonus amounts for Messrs. Callen, Stevens and Bienstock reflect 2010 retention payments. The 2010 amounts for Messrs. Wallis, Trick and Doyle and Ms. Adams reflect 2010 bonuses and retention payments in these amounts: Mr. Wallis -- $351,750 bonus and $1,125,000 in retention payments; Mr. Trick -- $191,250 bonus and $200,000 in retention payments; Mr. Doyle -- $215,000 bonus and $535,000 in retention payments; and Ms. Adams -- $23,000 bonus and $327,500 in retention payments. In addition, the 2010 amount for Mr. Doyle includes a payment of $100,000 paid in November 2010. Under All Other Compensation, the 2010 amount for Mr. Callen represents the amount paid to him for tax equalization. The 2010 amount for each of the NEOs, other than Mr. Callen, includes amounts contributed by AFG to its tax-qualified defined contribution plan on the executive's behalf. The 2010 amount for Mr. Wallis also includes (i) $228,833 relating to additional taxes required to be paid in the U.S. for years covered by his expatriate benefits package; and (ii) tax preparation costs of $14,194. The 2010 amount for Mr. Stevens also includes the payments made in connection with his termination of employment: (i) payment for unused vacation days in the amount of $21,635; (ii) $562,500 in severance; (iii) $15,000 in outplacement services; (iv) $4,566 in legal fees; and (v) $17,928 in COBRA payments. The 2010 amount for Mr. Bienstock also includes these payments made in connection with his termination of employment: (i) payment for unused vacation days in the amount of $18,510; (ii) $481,250 in severance; (iii) $15,000 in outplacement services; (iv) $8,856 in legal fees; and (v) $17,928 in COBRA payments. Security Ownership No person is known to be direct or indirect owners of at least 5% of AFG common stock as of Dec. 31, 2010. Likewise, no director, director nominee or executive officer of the Company beneficially owns 1% or more of the shares of AFG common stock. All directors, director nominees and executive officers as a group beneficially own less than 1% of the shares of AFG common stock. The number of AFG common stock shares owned directly or indirectly by the Company's directors, director nominees and executive officers as of April 1, 2011, are: No. of Shares Total Officer Beneficially Owned PSUs Holding ------- ------------------ ------- --------- Michael A. Callen 52,837 13,968 66,805 Jill M. Considine 57,645 128,324 185,969 Paul R. DeRosa 78,488 255,304 333,792 Philip N. Duff 34,236 72,464 106,700 Thomas C. Theobald 41,207 6,030 47,237 Laura S. Unger 40,044 90,179 130,223 Henry D.G. Wallace 2,524 38,732 41,256 David W. Wallis 70,136 - 70,136 David Trick 12,998 - 12,998 Kevin J. Doyle 117,165 - 117,165 Diana N. Adams 29,811 - 29,811 Gregg L. Bienstock 86,789 - 86,789 Timothy J. Stevens 18,187 - 18,187 All executive officers and 602,412 605,001 1,207,413 Certain Relationships & Related Transactions On July 15, 2009, AFG acquired the assets of NSM Capital Management LLC and Structured Credit Solutions from Robert S. Smith and entities controlled by Mr. Smith and Neal Neilinger for a cash purchase price of $6,175,000. NSM became part of AFG's subsidiary, RangeMark Financial Services, Inc. Following the completion of the transaction, Mr. Smith became an executive officer of AFG. Under the purchase agreement for the transaction, Mr. Smith and the other sellers had the right to repurchase certain businesses of RangeMark upon the occurrence of certain specified events, including a bankruptcy or similar event affecting AFG. On July 16, 2010, Mr. Smith exercised those rights and repurchased certain business of RangeMark for $1,081,500. AFG is a party to a services agreement with RangeMark whereby RangeMark has agreed to provide certain valuation services to AFG. AFG incurred total fees of $1,019,000 in 2010 under the agreement for services performed following the closing of the sale to Mr. Smith. On July 16, 2010, AFG sold to Gregg Bienstock, a former senior vice president of the Company; Timothy Stevens; a former senior managing director of AFG; a former employee; and Lumesis LLC, a newly formed company substantially owned and controlled by Messrs. Bienstock and Stevens, certain assets that constitute the Demographic Information Visualization for Economic Research application. The application is an interactive, web-based application developed to visually present economic and financial data through heat maps and dashboards. The consideration to AFG in the sale consisted of (i) a cash payment of $62,065, (ii) a 9% ownership interest in Lumesis; and (iii) a royalty free, perpetual license to use the DIVER application for internal portfolio risk management purposes. In addition, AFG paid $63,614 in expenses incurred by the buyers after the closing to complete development of the DIVER application. AFG also temporarily leased certain office space and provided certain administrative services to Lumesis on a transition basis, payments by Lumesis to Ambac for which aggregated $13,688. Audit and All Other Fees AFG paid KMPG LLP these amounts for work performed in 2010: Audit Related Expenses 2010 2009 ---------------------- ---------- ---------- Audit Fees $2,630,000 $2,654,000 Audit Related Fees 302,061 349,185 Tax Fees 349,726 491,081 All Other Fees 0 0 ---------- ---------- Total $3,281,787 $3,494,266 ========== ========== A full-text copy of Ambac's Form 10-K Amendment No. 1 is available for free at http://ResearchArchives.com/t/s?75ea About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor- in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's bankruptcy counsel. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. AMBAC FINANCIAL: Has Confidentiality Deal with IRS on Discovery --------------------------------------------------------------- Ambac Financial Group, Inc. and the U.S. Internal Revenue Service jointly obtained approval from Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York of a confidentiality stipulation and protective order governing discovery in the adversary complaint initiated by AFG against the IRS. Ambac Financial has commenced an adversary proceeding seeking a declaratory judgment on whether the IRS can seize $700 million in tax refunds the Debtor has received. IRS has answered the lawsuit and asserts that the complaint should be dismissed as the Bankruptcy Court "lacks jurisdiction". The IRS has filed a motion to withdraw reference before the U.S. District Court for the Southern District of New York. The Debtor, however, points out that it is vigorously opposing the Motion to Withdraw, and the adversary proceeding is not stayed pursuant to F.R.B.P. Rule 5011(c). To avoid unnecessary delay while the Motion to Withdraw is pending, it is proper for the administration of the Adversary Proceeding to proceed in Bankruptcy Court, Ambac asserts. Pursuant to the agreement reached by the Debtor and the IRS, any party or non-party may designate any Material produced voluntarily or provided in response to a request for documents and information, subpoena, or informal request, as "Protected" if that party or non-party in good faith believes that the Material contains confidential, proprietary, or commercially sensitive information of the Designating Party or of any party to the Adversary Complaint requiring the protections provided in the Confidentiality Stipulation and Protective Order. The restrictions and obligations relating to Protected Material will not apply to any information which: (i) is already public knowledge or otherwise in the public domain, (ii) has become public knowledge or enters the public domain other than as a result of disclosure in violation of the Confidentiality Stipulation, or (iii) has come or will come into a Receiving Party's legitimate possession from sources other than the Designating Party and the Receiving Party is not aware that the information was obtained in violation of a court order. Protected Material will be made available to "Qualified Persons," which term refers to the parties, the officers and employees of parties who are involved in the Adversary Proceeding, the Court, Court personnel, court reporters employed in connection with the Adversary Proceeding, counsel of record, all attorneys, student interns and paralegals at any law firm or government agency employing any counsel of record, witnesses and their counsel, experts and consultants employed by the parties or counsel in connection with the Adversary Proceeding, and paraprofessional, stenographic and clerical employees employed by and assisting any of the individuals. Any other person may be deemed a Qualified Person with the written agreement of all parties. If any party objects to the designation of any Material as Protected Material, that party will notify the Designating Party in writing. If any objection cannot be resolved by agreement, the parties will cooperate in jointly submitting the dispute to the Court for resolution. Until an objection has been resolved, the Material will be treated as Protected Material and subject to the Confidentiality Stipulation. A full-text of the Confidentiality Stipulation is available for free at http://bankrupt.com/misc/Ambac_ConfidentialityStip.pdf AMBAC FINANCIAL: Incurs $819.3-Million Net Loss in First Qtr. ------------------------------------------------------------- Ambac Financial Group incurred a first quarter 2011 net loss of $819.3 million or $2.71 per share. This compares to a first quarter 2010 net loss of $690.1 million, or $2.39 per share. Relative to first quarter 2010 results, the first quarter 2011 results reflect an increase in loss and loss expenses, lower net premiums earned, and lower net investment income and realized gains, partially offset by a lower net loss on the change in fair value of credit derivatives, lower other-than-temporary impairment losses on securities held, improvement in financial services segment revenue, lower VIE losses, and an increase in other income. A full text copy of the Company's first quarter results is available free at: http://ResearchArchives.com/t/s?7602 About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor- in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's bankruptcy counsel. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. AMKOR TECHNOLOGY: S&P Ups CCR to 'BB' on Expected Credit Measures ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Chandler, Ariz.-based outsourced semiconductor assembly and test provider Amkor Technology Inc. to 'BB' from 'BB-'. The outlook is stable. "At the same time, we raised the issue ratings on the company's senior unsecured debt to 'BB' from 'BB-'. The '3' recovery rating is unchanged and indicates expectations for meaningful (50%-70%) recovery prospects in the event of a payment default," S&P related. "In addition, we raised the rating on the subordinated debt to 'B+' from 'B', while leaving the '6' recovery rating unchanged," S&P said. "The rating on Amkor reflects our expectation that credit ratios will remain consistent with Amkor's intermediate financial profile," said Standard & Poor's credit analyst Joseph Spence, "although revenues and margins may decline moderately through at least the June 2011 quarter due to seasonality and the completion of an industrywide inventory correction in late 2010." Amkor's January 2011 conversion of $100 million of its convertible subordinated notes partially mitigates those factors. ARLIE & CO: Emerges From Chapter 11 Bankruptcy Protection --------------------------------------------------------- KVAL Communities reports that Arlie & Company has emerged from Chapter 11 reorganization and filed notice with the court of the final confirmation order and effective date. "This is a great day for Arlie & Company," the report quotes Suzanne Arlie, owner and founder of Arlie & Company, as saying. "With a confirmed court-approved plan that went effective today, we look forward to new opportunities while meeting all our obligations to our creditors. At the beginning of the reorganization, Arlie & Company made a commitment to the community and to their creditors, many of them businesses in Lane County, that the company would pay 100 cents of every dollar owed. "We have emerged from the proceedings stronger than ever. We have succeeded and now we are a better focused company, poised for greater success," said Ms. Arlie. The report relates that the Company received confirmation from the U.S. Bankruptcy Court for its plan of reorganization on April 25, 2011 and, with final agreements in place, effectively emerged from Chapter 11 protection on May 2, 2011. About Arlie & Company Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/-- is a property developer. It is doing business as DHF Corp., and formerly dba Arlie Land and Cattle Company and Crescent Village Community Gardens, LLC. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 10-60244) on Jan. 20, 2010. Pachulski Stang Ziehl & Jones LLP, and Ball Janik LLP, serve as the Debtor's bankruptcy counsel. The Company disclosed $227,191,924 in assets and $65,412,220 in liabilities as of the Chapter 11 filing. BAKERS FOOTWEAR: Sales Hike 9.3% in Fiscal Q1 of 2011 ----------------------------------------------------- Bakers Footwear Group, Inc., reported net sales for the first quarter of fiscal 2011. For the thirteen weeks ended April 30, 2011, the Company's first fiscal quarter, net sales were $47.0 million, increasing 8.0% from $43.5 million for the thirteen weeks ended May 1, 2010. Comparable store sales for the first quarter of fiscal 2011 increased 9.3%, compared to a comparable store sales decrease of 1.6% for the first quarter of fiscal 2010. Peter Edison, Chairman and Chief Executive Officer of Bakers Footwear Group commented, "We are pleased to report a 9.3% increase in first quarter comparable store sales. Our sales growth was driven by increased average unit retail prices reflecting a strong performance in our exclusive brands, H. by Halston and Wild Pair and robust growth within the dress shoe category across our assortment. We expect the favorable trends in our business to continue in the second quarter as we capitalize on the strong dress shoe trend and drive customer traffic and grow awareness and loyalty with our exclusive brands." About Bakers Footwear St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB) is a national, mall-based, specialty retailer of distinctive footwear and accessories for young women. The Company's merchandise includes private label and national brand dress, casual and sport shoes, boots, sandals and accessories. The Company currently operates 231 stores nationwide. Bakers' stores focus on women between the ages of 16 and 35. Wild Pair stores offer fashion-forward footwear to both women and men between the ages of 17 and 29. The Company reported a net loss of $9.29 million on $185.62 million of net sales for the year ended Jan. 29, 2011, compared with a net loss of $9.08 million on $185.36 million of net sales for the year ended Jan. 30, 2010. The Company's balance sheet at Jan. 29, 2011 showed $48.01 million in total assets, $53.99 million in total liabilities and a $5.98 million in total shareholders' deficit. As reported by the TCR on May 6, 2011, Ernst & Young LLP, in St. Louis, Mo., expressed substantial doubt about Bakers Footwear's ability to continue as a going concern. The independent auditors noted that the Company has incurred substantial losses from operations in recent years and has a significant working capital deficiency. Bankruptcy Warning The Company noted in the Form 10-K that its ability to maintain and ultimately improve its liquidity position is highly dependent on sustaining the positive sales trends that began in June 2008 and have continued through April 2011. Comparable store sales for the last three quarters of fiscal year 2008 increased 4.7% and its comparable store sales for fiscal years 2009 and 2010 increased 1.3% and 1.7%, respectively. Through the first 12 weeks of fiscal year 2011 comparable stores sales increased 10.1%. The Company noted that net losses in recent years have negatively impacted its liquidity and financial position. As of Jan. 29, 2011, it had negative working capital of $8.7 million, unused borrowing capacity under our revolving credit facility of $3.1 million, and a shareholders' deficit of $6.0 million. The Company stated, "If positive sales trends do not continue, or if we were to incur significant unplanned cash outlays, it would become necessary for us to obtain additional sources of liquidity, or take additional cost cutting measures. Any future financing would be subject to our financial results, market conditions and the consent of our lenders. We may not be able to obtain additional financing or we may only be able to obtain such financing on terms that are substantially dilutive to our current shareholders and that may further restrict our business activities. If we cannot obtain needed financing, our operations may be materially negatively impacted and we may be forced into bankruptcy or to cease operations and you could lose your investment in the Company." BANKUNITED FINANCIAL: Creditors File Amended Chapter 11 Plan ------------------------------------------------------------ BankruptcyData.com reports that BankUnited Financial's official committee of unsecured creditors filed with the U.S. Bankruptcy Court a First Amended Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "The Plan provides for the monetization and distribution of the assets of the Debtors for the benefit of Holders of Allowed Claims. These assets will be distributed to Holders of Allowed Claims on or after the Effective Date of the Plan. In order to effectuate the Distributions, the Plan provides that all of the assets of the Debtors' Estates (including Causes of Action not expressly released under the Plan) shall vest in Liquidating BankUnited. Liquidating BankUnited shall continue in operation in order to monetize the remaining assets, continue litigation with the FDIC and potentially pursue litigation against other parties, and make distributions under the Plan. The Plan Administrator shall be appointed on the Effective Date of the Plan and shall be responsible for implementing the Plan, subject to the oversight of the Plan Committee." About BankUnited Financial BankUnited Financial Corp. (OTC: BKUNQ) -- http://www.bankunited.com/-- was the holding company for BankUnited FSB, the largest banking institution headquartered in Coral Gables, Florida. On May 21, 2009, BankUnited FSB was closed by regulators and the Federal Deposit Insurance Corporation facilitated a sale of the bank to a management team headed by John Kanas, a veteran of the banking industry and former head of North Fork Bank, and a group of investors led by W.L. Ross & Co. BankUnited, FSB, had assets of $12.8 billion and deposits of $8.6 billion as of May 2, 2009. BankUnited Financial and its affiliates filed for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009. Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., serve as the Debtors' bankruptcy counsel. Corali Lopez-Castro, Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as counsel to the official committee of unsecured creditors. In its bankruptcy petition, BankUnited Financial disclosed $37,729,520 in assets against $559,740,185 in debts. Aside from those assets, BankUnited Financial said that a "valuable" asset is its $3.6 billion net operating loss carryforward. Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York were listed among the company's largest unsecured creditors in their roles as trustees for security issues. BankUnited Financial estimated the Bank of New York claim tied to convertible securities at $184 million. U.S. Bank and Wilmington Trust are owed $120 million and $118.171 million on account of senior notes. As reported in the Troubled Company Reporter on Nov. 25, 2010, BankUnited Financial Corp. filed a Chapter 11 plan premised upon a cash infusion by a new investor, who in turn will receive 21% of the new common stock plus preferred stock. The cash infusion will be used to make cash distributions under the Plan, with the remaining amount for working capital. BELLS CROSSING: 230-Acre North Carolina Project in Ch. 11 --------------------------------------------------------- Bells Crossing LLC, The owner of 230 acres in Iredell County, North Carolina, filed for Chapter 11 protection (Bankr. W.D. N.C. Case No. 11-50572) on May 9 in Wilkesboro, owing $15.2 million to Community One Bank NA. Bells Crossing LLC, the owner of the project, estimates the land is worth $10 million. BELLS CROSSING: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bells Crossing, LLC 514 Williamson Road, Suite 421 Mooresville, NC 28117 Bankruptcy Case No.: 11-50572 Chapter 11 Petition Date: May 9, 2011 Court: U.S. Bankruptcy Court Western District of North Carolina (Wilkesboro) Judge: J. Craig Whitley Debtor's Counsel: R. Keith Johnson, Esq. R. KEITH JOHNSON, P.A. 1275 South Highway 16 Stanley, NC 28164 Tel: (704) 827-4200 Fax: (704) 827-4477 E-mail: rkjpa@bellsouth.net Scheduled Assets: $10,002,000 Scheduled Debts: $15,429,162 The petition was signed by Ben Thomas, member/manager. Debtor's List of 10 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Community One Bank, N.A. -- $15,228,741 First National Bank & Trust Company P.O. Box 1328 Asheboro, NC 27203 Iredell County -- $109,000 c/o William P. Pope, Esq. P.O. Box 1776 Statesville, NC 28687 Hillcrest Construction -- $60,000 2295 London Road Mooresville, NC 28115 Prestige Building Company, Inc. -- $11,851 Ryon West Developers, LLC -- $11,000 Country Boy Landscaping, Inc. -- $3,000 Rollans Soil & Environment -- $2,850 Services, PA ADT Security Services, Inc. -- $1,165 PH Pool Management -- $1,123 Air Drilling, Inc. -- $431 BERKELEY DELAWARE: Meeting of Creditors Scheduled for June 7 ------------------------------------------------------------ The U.S. Trustee for Region 15 will convene a meeting of creditors in Berkeley Delaware Court, LLC, dba Paradise Bay Hotel & Casino's Chapter 11 case on June 7, 2011, at 3:00 p.m. The meeting will be held at the Office of the U.S. Trustee, 402 W. Broadway (use C Street Entrance), Suite 1360, Hearing Room B, San Diego, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. San Diego, California-based, Berkeley Delaware Court, LLC, filed for Chapter 11 protection (Bankr. S.D. Calif. Case No. 11-07128) of April 29, 2011. Dennis Winters, Esq., at Winters Law Firm, represents the Debtor in its restructuring effort. The Debtor disclosed $20,000,000 in assets and $13,712,428 in liabilities as of the Chapter 11 filing. BERNARD L MADOFF: Trustee Sues Safra National for $111 Million -------------------------------------------------------------- Bill Rochelle, bankruptcy columnist for Bloomberg News, reports that the trustee liquidating Bernard L. Madoff Investment Securities Inc. filed a $111 million lawsuit this week against Safra National Bank of New York. The complaint, filed in U.S. Bankruptcy Court in New York, alleges that Safra National, based in New York, used feeder funds to make investments in what turned out to be the Bernard Madoff Ponzi scheme. Safra National is being sued for being what's known as a subsequent transferee. The Madoff trustee lays out in the complaint how withdrawals from the Madoff firm first went to feeder funds before ending up with Safra National. One of the feeder funds affiliated with Fairfield Sentry Ltd. was responsible for $95.9 million of the money Safra National received. Mr. Rochelle also notes that this week, the Madoff trustee announced a settlement with the Fairfield Sentry funds. The Bermudian liquidator of the Fairfield Sentry funds agreed with the Madoff trustee on who could sue for Madoff money that went through the feeder funds. Since the Madoff trustee won't be able to recover the billions of dollars he claims being owed by the bankrupt Fairfield Sentry funds, the trustee is suing their customers who were the recipients of the funds. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping $50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 18, 2011, a total of $6.85 billion in claims by investors has been allowed, with $791.1 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard from lawsuits or settlements. BIOPACK ENVIRONMENTAL: Michael Forster Resigns as Director ---------------------------------------------------------- Michael Forster, on May 2, 2011, resigned as a director of Biopack Environmental Solutions Inc. Mr. Forster informed the Company that his resignation was not due to any disagreement with the Company but was rather due to personal reasons. About Biopack Environmental Kowloon, Hong Kong-based Biopack Environmental Solutions Inc. develops, manufactures, distributes and markets bio-degradable food containers and disposable industrial packaging for consumer products. The Company supplies its biodegradable food containers and industrial packaging products to multinational corporations, supermarket chains and restaurants located across North America, Europe and Asia. The Company has a factory in Jiangmen City in the People's Republic of China. As reported by the TCR on April 26, 2011, Wong Lam Leung & Kwok C.P.A. Limited, in Hong Kong, expressed substantial doubt about Biopack Environmental's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss of $2.4 million for the year ended Dec. 31, 2010, and had an accumulated deficit of $7.3 million and a working capital deficit of $2.2 million as of Dec. 31, 2010. The Company reported a net loss of $2.4 million on $364,417 of revenue for 2010, compared with net income of $867,547 on $921,281 of revenue for 2009. At Dec. 31, 2010, the Company's balance sheet showed $1.0 million in total assets, $3.0 million in total liabilities, and a stockholders' deficit of $2.0 million. BLOCKBUSTER INC: $226-Mil. of Sale Proceeds to Pay Off Claims ------------------------------------------------------------- Blockbuster Inc. completed on April 26, 2011, the sale of substantially all of its assets to DISH Network Corporation pursuant to an amended and restated asset purchase agreement dated April 20, 2011, in a sale conducted under the provisions of Section 363 of the U.S. Bankruptcy Code and approved by the U.S. Bankruptcy Court for the Southern District of New York on April 7, 2011. In a regulatory filing Monday, the Company disclosed that pursuant to the terms of the Asset Purchase Agreement, DISH paid $320.6 million. The Blockbuster estate will receive approximately $226 million in net proceeds, after certain purchase price adjustments and subject to a post-closing reconciliation of cash and inventory, which will be used to satisfy the claims of the Company's creditors in the manner previously approved by the Bankruptcy Court. The Company anticipates that there will be no remaining proceeds from the 363 Sale available for distribution to any classes of the Company's preferred or common stockholders and that all classes of stock will be canceled in connection with winding down and dissolution of the Company. Exit of Executives On April 20, 2011, Thomas Kurrikoff, Senior Vice President, International Operations and Financial Planning of the Company entered into a voluntary separation agreement with the Company, effective as of April 26, 2011, the date of the closing of the 363 Sale. On April 25, 2011, Company directors Edward Bleier, Kathleen Dore, Jules Haimovitz, Greg Meyer and Strauss Zelnick notified the Company of their intention to resign from the Company's board of directors, effective as of April 26, 2011, the date of the closing of the 363 Sale. On April 26, 2011, upon the closing of the 363 Sale, the Company terminated the employment of the following executive officers effective April 26, 2011: James W. Keyes, Chief Executive Officer, Dennis McGill, Executive Vice President and Chief Financial Officer, Kevin Lewis, Senior Vice President, Digital Media, and Rod J. McDonald, Senior Vice President, Secretary and General Counsel. On May 6, 2011, James W. Keyes provided notice to the Company of his resignation as Chairman of the Board of Directors, effective as of May 6, 2011. On May 3, 2011, the board of directors of the Company named Bruce Lewis, 46, Senior Vice President, Controller and Principal Accounting Officer of the Company, as the Company's Principal Financial Officer and Chief Executive Officer. Mr. Lewis has served as Senior Vice President and Principal Accounting Officer of the Company since September 2004. He also serves as the Company's Controller. Mr. Lewis joined Blockbuster in 2001 and has performed the roles of Treasurer, Vice President of Internal Controls, International Controller and Tax Director. Before joining Blockbuster, Mr. Lewis held various leadership positions with Lend Lease REI, Cinemark and Deloitte & Touche. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23, 2010. It disclosed assets of $1 billion and debts of $1.4 billion at the time of the filing. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. The Bank of New York Trust Company, N.A., as trustee under that certain indenture, dated as of Aug. 20, 2004, with respect to the 9% Senior Subordinated Notes due 2012 issued by Blockbuster Inc., is represented by Edward P. Zujkowski, Esq., at Emmet, Marvin & Martin, LLP. The Ad Hoc Studio Committee of Blockbuster Inc. et al. is represented by Robert J. Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP. Blockbuster on Feb. 21, 2011, entered into an Asset Purchase and Sale Agreement providing for the sale of substantially all of their assets or the proceeds of those assets to a newly formed entity named Cobalt Video Holdco LLC. For purposes of entering into the Purchase Agreement, the Purchaser was established by Monarch Alternative Capital LP, Owl Creek Asset Management LP, Stonehill Capital Management, LLC, and Varde Partners, Inc. who collectively hold more than 50% of the Senior Secured Notes and each of which is a member of the Steering Committee. Cobalt Video Holdco LLC, the stalking horse purchaser, was represented by Mark Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP. The auction was held earlier in April and Dish Network Corp. won with an offer having a gross value of $320 million. BLUEKNIGHT ENERGY: Settles SemGroup Energy Class Suit ----------------------------------------------------- Blueknight Energy Partners, L.P. said in a regulatory filing that on May 3, 2011, entered into a Stipulation of Settlement to settle the consolidated securities class action litigation, In Re: SemGroup Energy Partners, L.P. Securities Litigation, Case No. 08- MD-1989-GKF-FHM, pending in the U.S. District Court for the Northern District of Oklahoma. As set forth more fully in the Stipulation, if the proposed settlement is given final approval by the court, among other things, the shareholder class will receive a total payment of approximately $28.0 million from the defendants. Blueknight accrued a contingent loss of $20.2 million as of Dec. 31, 2010, related to its portion of the proposed settlement. Of that amount, Blueknight expects to receive insurance proceeds of $13.0 million to $13.9 million and accordingly recognized an insurance recovery receivable of $13.0 million as of Dec. 31, 2010. Of the difference, Blueknight expects to issue common units of Blueknight with a value equal to approximately $5.2 million. No parties admit any wrongdoing as part of the proposed settlement. The proposed settlement is subject to a number of conditions and approvals, including, among other items, preliminary and final court approval. Details regarding any proposed settlement will be communicated to potential class members prior to final court approval. At this time, there can be no assurance that the conditions to effect the settlement will be met or that the settlement of the Class Action Litigation will receive the required court and other approvals. A full-text copy of the Stipulation of Settlement is available for free at http://is.gd/2t1kHL About Blueknight Energy Blueknight Energy Partners, L.P. (Pink Sheets: BKEP) -- http://www.bkep.com/-- provides integrated terminalling, storage, processing, gathering and transportation services for companies engaged in the production, distribution and marketing of crude oil and asphalt product. It provides services for the customers, and its only inventory consists of pipeline linefill and tank bottoms necessary to operate the assets. It has three operating segments: crude oil terminalling and storage services, crude oil gathering and transportation services, and asphalt services. The Company reported a net loss of $23.79 million on $152.62 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $16.50 million on $156.77 million of total revenue during the prior year. The Company also reported a net loss of $13.19 million on $39.09 million of total revenue for the three months ended Dec. 31, 2010, compared with a net loss of $5.64 million on $37.07 million of total revenue for the same period during the prior year. The Company's balance sheet at Dec. 31, 2010, showed $323.84 million in total assets, $361.58 in total liabilities and $37.74 million in total partners' deficit. BLUEKNIGHT ENERGY: Reports $2.63-Mil. Net Income in 1st Quarter --------------------------------------------------------------- Blueknight Energy Partners, L.P., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $2.63 million on $41.52 million of total revenue for the three months ended March 31, 2011, compared with a net loss of $5.05 million on $37.03 million of total revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $323.49 million in total assets, $358.56 million in total liabilities and a $35.06 million total partners' deficit. "Although we have faced a number of challenges to reposition the company for growth, we continue to make notable progress. The listing of BKEP on NASDAQ is a significant step forward as we believe it will increase our visibility and make it easier for unitholders to transact our units," said James Dyer, Chief Executive Officer of the Partnership's general partner. "From an operational perspective, each segment of our business recorded a year-over-year increase in operating margin. The recent growth in Oklahoma and Texas crude oil production and exploration has increased the demand for our services. We are actively developing new business in these areas and are making strides refurbishing our field service and crude oil transportation fleet to realize greater operational efficiencies and better service our customers. Overall, we expect to continue to grow revenues and improve operating margins over the course of 2011." The Company filed a Form 8-A with the Securities and Exchange Commission in connection with the transfer of the quotation of its common units from the National Quotation Bureau "pink sheet" service to the listing of its common units on The NASDAQ Global Market, which is expected to become effective on May 16, 2011. A full-text copy of the Form 10-Q is available for free at: http://is.gd/nLoe7K About Blueknight Energy Blueknight Energy Partners, L.P. (Pink Sheets: BKEP) -- http://www.bkep.com/-- provides integrated terminalling, storage, processing, gathering and transportation services for companies engaged in the production, distribution and marketing of crude oil and asphalt product. It provides services for the customers, and its only inventory consists of pipeline linefill and tank bottoms necessary to operate the assets. It has three operating segments: crude oil terminalling and storage services, crude oil gathering and transportation services, and asphalt services. The Company reported a net loss of $23.79 million on $152.62 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $16.50 million on $156.77 million of total revenue during the prior year. The Company also reported a net loss of $13.19 million on $39.09 million of total revenue for the three months ended Dec. 31, 2010, compared with a net loss of $5.64 million on $37.07 million of total revenue for the same period during the prior year. BUSINESS DEVELOPMENT: Sam Lau Resigns from All Positions -------------------------------------------------------- Sam Yuen Yee Lau, being a member of the board of directors and the Chief Financial Officer, Treasurer and Secretary of Business Development Solutions, Inc., has tendered his resignation as a director and Chief Financial Officer, Treasurer and Secretary, effective as of May 3, 2011. There was no disagreement between Mr. Lau and the Company at the time of his resignation. About Business Development Shanghai, China-based Business Development Solutions, Inc., is a holding company that operates through its indirect wholly owned subsidiary, Suzhou TripMart, a business-to-business e-commerce travel services company in China, specializing in developing products and services, marketing strategies and business solutions and for small and medium sized, or SME, travel agents as well as other e-commerce travel services providers. The Company also provides travel management services and products to corporate clients throughout China, as well as online travel products and services to the emerging class or free independent travelers or FITs. As reported by the TCR on May 6, 2011, PKF, in Hong Kong, expressed substantial doubt about Business Development Solutions' ability to continue as a going concern. The independent auditors noted that the Company had a working capital deficiency and accumulated deficit as of Dec. 31, 2010. The Company reported a net loss of $6.1 million on $7.4 million of revenue for 2010, compared with a net loss of $667,863 on $1.8 million of revenue for 2009. The Company's balance sheet at Dec. 31, 2010, showed $1.6 million in total assets, $6.2 million in total liabilities, and a stockholders' deficit of $4.6 million. CATHOLIC CHURCH: Wilmington Wants Removal Period Until July 25 -------------------------------------------------------------- The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to further extend through July 25, 2011, the period within which it may remove various civil actions pending as of the Petition Date. The Diocese also asks Judge Sontchi that the proposed Removal Period apply to all matters specified in Rules 9027(a)(2)(A), (B) and (C) of the Federal Rules of Bankruptcy Procedure, and that the order approving the request be without prejudice to (i) any position the Diocese may take regarding whether Section 362 of the Bankruptcy Code applies to stay any given civil action pending against the Diocese, and (ii) the right to seek further extensions of the Removal Period. The Diocese's current Removal Period expired on April 26, 2011. Judge Sontchi, however, will convene a hearing on May 16 to consider the extension request, with objections due on May 9. Pursuant to Del.Bankr.L.R. 9006-2, the Removal Period is automatically extended until the conclusion of that hearing without the necessity for the entry of a bridge order. The Diocese believes that there is ample cause to extend the deadline for removal of the Actions, given that the Actions assert personal injury tort claims over which the Bankruptcy Court has limited subject-matter jurisdiction, and the liquidation and estimation of the claims in the U.S. District Court for the District of Delaware may well be necessary in order to move the bankruptcy case forward. James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, asserts that since the filing of the last extension request, the Diocese has engaged in additional plan negotiations and discussions with its key constituencies, the culmination of which was the filing on April 19, 2011, of the Second Amended Plan of Reorganization and Disclosure Statement. The Amended Plan expressly contemplates the Diocese exercising its removal rights under Rule 9001 of the Federal Rules of Bankruptcy Procedure and Section 1452 of the Judicial and Judiciary Procedures Code to allow for an efficient and consistent process to liquidate claims, Mr. Patton points out. Accordingly, the Current Deadline should be extended to allow the Bankruptcy Court to consider confirmation of the Amended Plan, he maintains. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The Diocese filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-13560) on Oct. 18, 2009. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50 million to $100 million while debts are between $100 million to $500 million. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin Oct. 19, 2009. There were 131 cases filed against the Diocese, with 30 scheduled for trial, as of the bankruptcy filing. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Pepper Replaces Greenberg as Employees' Counsel ---------------------------------------------------------------- Greenberg Traurig, LLP, has withdrawn its appearance as counsel for the Official Committee of Lay Employees in the bankruptcy case of the Catholic Diocese of Wilmington, Inc. Greenberg also asks to be removed from the service list of the U.S. Bankruptcy Court for the District of Delaware. In replacement of Greenberg, Pepper Hamilton LLP entered its appearance to Wilmington's bankruptcy proceeding as the Employee Committee's counsel. Pepper Hamilton asks that all papers served or required to be served in the case, be given and served upon it and these attorneys: Donald J. Detweiler, Esq. John H. Schanne, II, Esq. PEPPER HAMILTON LLP Hercules Plaza, Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, Delaware 19801 Tel: (302) 777-6500 Fax: (302) 421-8390 E-mail: detweilerd@pepperlaw.com schannej@pepperlaw.com Mr. Detweiler was previously with Greenberg. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The Diocese filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-13560) on Oct. 18, 2009. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50 million to $100 million while debts are between $100 million to $500 million. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin Oct. 19, 2009. There were 131 cases filed against the Diocese, with 30 scheduled for trial, as of the bankruptcy filing. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Milw. Wants to Decide on De Sales Lease in August ------------------------------------------------------------------ The Archdiocese of Milwaukee asks the United States Bankruptcy Court for the Eastern District of Wisconsin to extend through August 2, 2011, the time within which it may assume or reject a triple net lease it entered into with De Sales Preparatory Seminary, Inc., for the use of the Archbishop Cousins Catholic Center located at 3501 South Lake Drive, in Milwaukee. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, informs the Court that the Archdiocese, as lessee, pays for the upkeep, maintenance and repairs to the buildings and grounds, as well as all utilities and supplies, in exchange for use of the Leased Premises. The Archdiocese, in turn, sublets portions of the premises to other unrelated entities, including the Milwaukee Bucks, Inc. Section 365(d)(4) of the Bankruptcy Code states that an unexpired lease of nonresidential real property under which the debtor is the lessee will be deemed rejected, and the trustee will immediately surrender that nonresidential real property to the lessor, if the trustee does not assume or reject the unexpired lease by the earlier of: (i) the date that is 120 days after the date of the order for relief; or (ii) the date of the entry of an order confirming a plan. However, the court may extend the period prior to the expiration of the 120-day period, for 90 days on the motion of the trustee or lessor for cause. Due to the large number of issues in the bankruptcy proceeding, the Archdiocese needs additional time to fully evaluate the Lease to determine whether the assumption or rejection of the Lease is in the best interest of the Archdiocese, the bankruptcy estate and its creditors, Mr. Diesing contends. He asserts that to ascertain if the Lease is beneficial or burdensome, the Archdiocese must consider its continuing needs and the condition of the rental market, as well as its obligations to its tenants, including the Milwaukee Bucks. Objections to the request are due May 13, 2011. About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on November 28, 1843, and was elevated to an Archdiocese on February 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CDC PROPERTIES: Wants Graham & Dunn as Replacement Counsel ---------------------------------------------------------- CDC Properties I LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Graham & Dunn PC as replacement bankruptcy counsel. The Debtor previously employed Timothy W. Dore, Esq., and Ryan Swanson & Cleveland PLLC as counsel, however, the Ninth Circuit appointed Mr. Dore as a bankruptcy judge for the Western District of Washington. As the Debtor's counsel, Graham & Dunn will: (a) provide legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operation of their business and management of its property; (b) take necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defenses of any actions commenced against the Debtor, the negotiations concerning all litigation in which the Debtor is involved, and the objection to claims filed against the Debtor's estate; (c) represent the Debtor in carrying out its duties and exercising its powers under the Bankruptcy Code; (d) prepare on the Debtor's behalf all necessary applications, answers, orders, reports and other legal papers including, inter alia, any proposed plans of reorganization and accompanying disclosure statements to be filed by the Debtor; (e) if appropriate, negotiate with creditors concerning a plan of reorganization or liquidation), prepare the plan of reorganization, disclosure statement and related documents, and take the steps necessary to confirm and implement the plan of reorganization (or liquidation), including, if needed, negotiations for financing the plan; and (f) perform other legal services for the Debtor as may be necessary and appropriate in these proceedings. The Debtor will pay Graham & Dunn on an hourly basis in accordance with its ordinary and customary rates in addition to reimbursement of necessary out-of-pocket expenses. Mark D. Northrup, Esq., a member of Graham & Dunn, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Tacoma, Washington-based CDC Properties I, LLC, owns 10 commercial buildings in Washington. Most of the space in its buildings is leased to the State of Washington and occupied by various of its agencies. CDC Properties filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 11-41010) on Feb. 10, 2011. Timothy W. Dore, Esq., at Ryan Swanson & Cleveland PLLC, serves as the Debtor's general counsel. The Debtor disclosed $47,304,590 in total assets, and $75,714,502 in total liabilities as of the Chapter 11 filing. CLUB VENTURES: Creditors Have Until June 15 to File Claims ---------------------------------------------------------- The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York has established June 15, 2011, as the deadline for any individual or entity to file proofs of claim against Club Ventures Investments LLC, et al. The Court also set Aug. 29, as governmental units claims bar date. About Club Ventures New York-based Club Ventures Investments LLC, aka DavidBartonGym, is a boutique gym company. Club Ventures owns DavidBartonGym, an operator of upscale health clubs in four cities. Founded in 1992 by David Barton, DavidBartonGym has grown to operate health clubs in New York, Miami, Chicago, and Seattle (Bellevue). Club Ventures and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-10891) on March 2, 2011. Club Ventures estimated its assets at $10 million to $50 million and debts at $50 million to $100 million. David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, in Los Angeles, serves as the Debtors' bankruptcy counsel. The Official Committee of Unsecured Creditors proposes to retain Klestadt & Winters LLP as its counsel. CMP SUSQUEHANNA: Moody's Continues Ratings Review, Might Upgrade ---------------------------------------------------------------- Moody's Investors Service has clarified the press release issued on April 25, 2011, relating to CMP Susquehanna Corp. All ratings for CMP Susquehanna continue to be on review for possible upgrade. Details of the ratings are: Issuer: CMP Susquehanna Corp. -- CFR - Caa1, on Review for Possible Upgrade -- PDR - Caa1, on Review for Possible Upgrade -- $100 million Revolver due 2012 - Caa1 (LGD3-48%), on Review for Possible Upgrade -- $700 million Term Loan due 2013 - Caa1 (LGD3-48%), on Review for Possible Upgrade -- $250 million Sr Subordinated Notes due 2014 - Caa3 (LGD6- 96%), on Review for Possible Upgrade COMMERCIAL VEHICLE: Files Form 10-Q; Posts $3.27MM Income in Q1 --------------------------------------------------------------- Commercial Vehicle Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $3.27 million on $182.51 million of revenue for the three months ended March 31, 2011, compared with net income of $676,000 on $146.40 million of revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $306.60 million in total assets, $300.81 million in total liabilities and $5.79 million in total stockholders' investment. A full-text copy of the Form 10-Q is available for free at: http://is.gd/lfueL1 About Commercial Vehicle Group New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq: CVGI) supplies fully integrated system solutions for the global commercial vehicle market, including the heavy-duty truck market, the construction and agricultural markets, and the specialty and military transportation markets. The Company has facilities located in the United States in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington and outside of the United States in Australia, Belgium, China, Czech Republic, Mexico, Ukraine and the United Kingdom. * * * Commercial Vehicle carries a 'Caa2' Corporate Family Rating and 'Caa2/LD' Probability of Default Rating from Moody's. It has 'CCC+' issuer credit ratings from Standard & Poor's. In mid-October 2010, Moody's Investors Service upgraded Commercial Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2, and revised the ratings outlook to positive from negative. These positive actions recognize the continuing improvement in the build rates for commercial vehicles and the realized benefits of the company's operating and capital restructurings. According to Moody's, the Caa1 CFR reflects modest size, high debt leverage, and exposure to highly cyclical commercial vehicle end markets. Demand for commercial vehicle components is sensitive to both economic cycles and regulatory implementation schedules. As reported by the TCR on April 12, 2011, Standard & Poor's Ratings Services said it raised its corporate credit rating on New Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to 'B-' from 'CCC+'. "The upgrade reflects our assumption that CVG can improve EBITDA and cash flow in the next two years, because we believe commercial truck production volumes will continue to rise year-over-year in 2011 and 2012," said Standard & Poor's credit analyst Nancy Messer. Heavy-duty truck production increased by a meaningful 30% in 2010, leading to a 30% year-over-year sales increase. COMPOSITE TECHNOLOGY: Can Access Cash Collateral Until June 2 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized, in a second interim order, Composite Technology Corporation, et al., to use cash collateral until June 2, 2011. The Debtors would use the cash collateral of Partners For Growth II, LP, to pay their ordinary course postpetition expenses. A final hearing on the Debtors' request to use cash collateral is set for June 2, at 10:00 a.m. As reported in the Troubled Company Reporter on April 21, Composite Technology claims that its assets, and in particular, the value of its patents, exceeds the amount owed to PFG by more than 200%. The Debtors also claim that PFG cannot establish a right to adequate protection. In April 2010, the Debtors, as borrowers, and PFG, as lender, entered into a Loan And Security Agreement, pursuant to which PFG made a $10 million loan facility available. The Loan Agreement grants PFG a lien against a range of collateral, including accounts, general intangibles and deposit accounts. As part of its lending arrangement PFG was granted a deposit control arrangement with respect to the accounts that the Debtors maintained at Silicon Valley Bank. About Composite Technology Headquartered in Irvine, California, Composite Technology Corporation -- http://www.compositetechcorp.com-- develops, produces, and markets energy efficient and renewable energy products for the electrical utility industry. During the fiscal year ended Sept. 30, 2010, the Company operated with one operating segment, the cable segment operated as CTC Cable Corporation. The CTC Cable segment sells ACCC conductor, a composite core, high capacity, energy efficient overhead conductor for transmission and distribution lines, and manufactures and sells ACCC core, the composite core component of the conductor, along with hardware connector accessories specifically designed for ACCC applications. It sells ACCC products directly to customers and through various distribution agreements both internationally and in North America. As of Sept. 30, 2010, CTC Cable had over 9,500 kilometers of ACCC conductor installed. Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S. Wallace presiding over the case. The Debtor's bankruptcy case was reassigned to Judge Scott C. Clarkson on April 13, 2011. The Debtor estimated assets at $10 million to $50 million and $1 million to $10 million in debts as of the Chapter 11 filing. CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed for Chapter 11 protection. The cases are jointly administered, with Composite Technology as the lead case. Paul J. Couchot, Esq., at Winthrop Couchot PC, serves as the Debtors' bankruptcy counsel. The McIntosh Group and Marsch Fischman & Breyfogle LLP serve as special intellectual property counsel. COMPOSITE TECHNOLOGY: Taps Knobbe Martens as Patent Counsel ----------------------------------------------------------- Composite Technology Corporation, et al., ask the U.S. Bankruptcy Court for the Central District Of California for permission to employ Knobbe, Martens, Olson & Bear, LLP as special patent litigation counsel. The firm will represent debtor CTC Cable Corporation in the litigation designated as the "Federal action trial" scheduled to commence in November 2011. Stephen C. Jensen, Esq., a partner at the firm, tells the Court that prior to the Petition Date, Cable provided the firm an end- of-matter retainer amounting to $1,500,000. As of the date of this application, the firm has not withdrawn any amount of the retainer from its client trust account. The firm provided legal services to Cable, and asserts a $268,647 prepetition claim. The hourly rates of the firm's personnel are: Mr. Jensen $700 Craig Summers $700 John W. Holcomb $550 Irfan A. Lateef $520 Christy G. Lea $475 Brian C. Claassen $370 Christina J. McCullough $345 Shirley Del Rosario, paralegal $325 Maria Zavala, paralegal $220 Jerome Fannuci, expert $275 Mr. Jensen assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Composite Technology Headquartered in Irvine, California, Composite Technology Corporation -- http://www.compositetechcorp.com-- develops, produces, and markets energy efficient and renewable energy products for the electrical utility industry. During the fiscal year ended Sept. 30, 2010, the Company operated with one operating segment, the cable segment operated as CTC Cable Corporation. The CTC Cable segment sells ACCC conductor, a composite core, high capacity, energy efficient overhead conductor for transmission and distribution lines, and manufactures and sells ACCC core, the composite core component of the conductor, along with hardware connector accessories specifically designed for ACCC applications. It sells ACCC products directly to customers and through various distribution agreements both internationally and in North America. As of Sept. 30, 2010, CTC Cable had over 9,500 kilometers of ACCC conductor installed. Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S. Wallace presiding over the case. The Debtor's bankruptcy case was reassigned to Judge Scott C. Clarkson on April 13, 2011. The Debtor estimated assets at $10 million to $50 million and $1 million to $10 million in debts as of the Chapter 11 filing. CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed for Chapter 11 protection. The cases are jointly administered, with Composite Technology as the lead case. Paul J. Couchot, Esq., at Winthrop Couchot PC, serves as the Debtors' bankruptcy counsel. The McIntosh Group and Marsch Fischman & Breyfogle LLP serve as special intellectual property counsel. CREDIT-BASED ASSET: Chapter 11 Plan Declared Effective ------------------------------------------------------ Credit-Based Asset Servicing & Securitization LLC, et al., commonly known as C-Bass, informed the U.S. Bankruptcy Court for the Southern District of New York that the effective date of their Chapter 11 Plan occurred on April 29, 2011. The bankruptcy judge approved the explanatory disclosure statement on March 4 and confirmed the Plan on April 25. The Plan would carry out an agreement reached with secured lenders before the November bankruptcy filing that allowed the use of $8.2 million to operate in Chapter 11 and distribute to lower- ranking creditors. According to the Disclosure Statement, senior unsecured creditors with $903 million in claims are told to expect a 0.53% recovery. Holders of $539 million in two types of subordinated claims will receive nothing. The holders of $191.6 million in senior lenders' claims receive nothing on account of the pre-bankruptcy agreement, until the liquidating trust recovers more than $15 million. To receive a distribution, unsecured creditors must give releases to the lenders. The senior lenders allowed C-Bass to use $8.2 million of their money to fund C-Bass through bankruptcy, in exchange for broad releases against lawsuits for those lenders. A full-text copy of the disclosure statement, as amended, is available for free at http://ResearchArchives.com/t/s?7479 A full-text copy of the Chapter 11 plan, as amended, is available for free at http://ResearchArchives.com/t/s?747a The Official Committee of Unsecured Creditors has selected Clifford A. Zucker to serve as the liquidation trustee subject to confirmation of the Debtors' Plan. About Credit-Based Asset Servicing Credit-Based Asset Servicing and Securitization LLC was a subprime mortgage investor based in New York City. C-Bass was a joint venture, owned in part by units of mortgage insurers MGIC Investment Corp. and Radian Group Inc. C-Bass and seven affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-16040) on Nov. 12, 2010. C-Bass disclosed $23.7 million in assets and $2.16 billion in liabilities in its Schedules of Assets and Liabilities. The Debtors' liabilities include $195.8 million of secured debt. Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich, Esq., and Scott Howard Bernstein, Esq., at Hunton & Williams LLP, represent the Debtors. Donlin, Recano & Company is the claims and noticing agent. An Official Committee of Unsecured Creditors has been appointed in C-BASS' chapter 11 cases and that committee is represented by Mark T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP in New York. The affiliates that filed separate Chapter 11 petitions are C-BASS CBO Holding LLC, C-BASS Credit Corp., C-BASS Investment Management LLC, NIM I LLC, Pledged Property II LLC, Starfish Management Group LLC, and Sunfish Management Group LLC. DELPHI CORP: DPH Submits Q1 Report to Bankruptcy Court ------------------------------------------------------ DPH Holding Corp. and its affiliates submitted to Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York on April 27, 2011, a consolidated operating report for the quarter period ended March 31, 2011. DPH Holdings President John C. Brooks stated that the Reorganized Debtors posted an operating income of $11 million for the first quarter of 2011. DPH Holdings Corp., et al. Schedule of Disbursements Three Months Ended March 31, 2011 DPH Holdings Corp. $9,287,000 ASEC Manufacturing General Partnership 0 ASEC Sales General Partnership 0 DPH Medical Systems Colorado LLC 0 DPH Medical Systems Texas LLC 0 DPH Medical Systems LLC 0 Specialty Electronics, LLC 0 DPH Mechatronic Systems, LLC 0 DPH-DAS Overseas LLC 0 DPH-DAS (Holding), LLC 0 DPH Diesel Systems LLC 0 DPH Connection Systems LLC 0 DPH-DAS Services LLC 0 DPH-DAS Human Resources LLC 0 DPH-DAS LLC 1,259,000 Mr. Brooks further noted that disbursements were allocated to the legal entities but all disbursements are being made by DPH Holdings Corp. In connection with the consummation of Delphi Corp.'s Confirmed Modified First Amended Joint Plan of Reorganization, DIP Holdco LLP, now known as Delphi Automotive LLP, as assignee of DIP Holdco 3 LLC, through various subsidiaries and affiliates, acquired on October 6, 2009, substantially all of the global core business of Delphi Corp., now known as DPH Holdings Corp. and its debtor affiliates, including the stock of Delphi Technologies, Inc. and the membership interests in Delphi China LLC. Thus, neither Delphi Technologies, Inc. nor Delphi China LLC is included in the current quarterly operating report. Debtor Delphi Technologies, Inc. filed with the Court a separate operating report for the quarter ended March 31, 2011. Delphi Technologies, Inc. Schedule of Disbursements Three Months Ended Dec. 31, 2010 Delphi Technologies, Inc. $1,214,588 Delphi Corp. Treasurer and Acting Chief Financial Officer Keith D. Stipp stated that operating expenses plus any applicable cure payments for the quarter ended March 31, 2011, was used as a proxy for disbursements for Delphi Technologies, Inc. and Delphi China, LLC. Mr. Stipp disclosed that Delphi Technologies had an operating income of $41 million for the first quarter of 2011. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- was a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on Jan. 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DELPHI CORP: Retiree Panel Wants to Designate DSRA Veba Benefits ---------------------------------------------------------------- The Official Committee of Eligible Salaried Retirees in Delphi Corp.'s cases asks Judge Robert Drain to designate that the benefits under the Delphi Salaried Retirees Association VEBA Benefit Trust are in lieu of any alleged right to lifetime continuation coverage under the Consolidated Omnibus Budget Reconciliation Act that was not offered by Delphi Corp. to retirees whose benefits were modified during Delphi's bankruptcy case. In February 2009, the American Recovery and Reinvestment Act added Section 35(e)(1)(K) to the Internal Revenue Code, providing that a benefit is eligible for the Health Coverage Tax Credit subsidy -- currently 65% of benefit costs -- if it is provided by a tax-exempt voluntary employee benefit association established by a retiree representative under Section 1114 of the Bankruptcy Code or by order of a bankruptcy court. The statutory authorization was extended until February 13, 2012. The Retirees' Committee is thus filing this motion to reduce the risk, because of possible future legislative uncertainty, that the benefit provided by the DSRA VEBA to thousands of Delphi retirees and their dependants may lose eligibility for the HCTC subsidy after Feb. 13, 2012, Neil A. Goteiner, Esq., at Farella Braun & Martel LLP, in San Francisco, California, tells Judge Drain. Mr. Goteiner reminds the Court that the Retirees' Committee made a deliberate choice to set up retiree health and related benefits through the DSRA VEBA rather than seek to litigate that Delphi retirees should be offered lifetime continuation coverage under the COBRA because of the termination of their retiree health insurance benefits during the Debtors' bankruptcy cases. "Now there is an advantage to retirees in making explicit the tactical choice made earlier by the Retirees' Committee: Prior to the current provisions of the Internal Revenue Code that make benefits provided by a VEBA eligible for the HCTC if set up by a retiree representative under Section 1114 or by order of a bankruptcy court, earlier private letter rulings by the Internal Revenue Service provided similar relief, without a statutory basis, if the VEBA was set up during a bankruptcy by a Section 1114 Committee and the benefit was provided 'in lieu of COBRA continuation coverage," Mr. Goteiner emphasizes. According to Mr. Goteiner, the Reorganized Debtors have insisted that (A) no retirees who were not offered lifetime COBRA coverage were eligible for that coverage; (B) any arguments to the contrary were implicitly waived by a Court-approved Settlement entered in 2009 between the Retirees' Committee and the Debtors, particularly after it was consummated; (C) any arguments to the contrary may be time barred; (D) in any event, any claims were barred by failure to assert them in the bankruptcy by filing a proof of claim; and (E) any claims were barred by the Modified First Amended Joint Plan of Reorganization, its confirmation order, and discharge injunction of Section 524 of the Bankruptcy Code. Against this backdrop, designating the benefit provided by the DSRA VEBA as in lieu of any right to lifetime COBRA not offered to retirees and their dependents does not meaningfully impair substantive rights of retirees, Mr. Goteiner avers. That designation, however, will document the tactical choice of the Retirees' Committee not to litigate any claim to a right to lifetime COBRA in return for the funding of the DSRA VEBA, which may assist the DSRA VEBA in seeking to obtain a favorable Private Letter Ruling from the Internal Revenue Service in the future in order to preserve the HCTC-eligibility of its benefits, he maintains. To be clear, nothing in the Retirees' Committee's Motion is intended to terminate any COBRA coverage in which a retiree, former employee or dependent is enrolled, Mr. Goteiner adds. The Court will consider the Retirees' Committee's request on May 26, 2011. Objections are due no later than May 19. In a supporting declaration, Dean M. Gloster, a partner at Farella Braun & Martel LLP, in San Francisco, California, disclosed that DPH Holdings Corp. has few employees or even no more than one employee at present, making a poor vehicle for providing critical health care benefits to the thousands of retirees and dependents enrolled in benefits through the DSRA VEBA. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- was a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on Jan. 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DESERT OASIS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Desert Oasis Apartments, LLC 10181 Park Run Drive, Suite 200 Las Vegas, NV 89145 Bankruptcy Case No.: 11-17208 Chapter 11 Petition Date: May 10, 2011 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Lenard E. Schwartzer, Esq. SCHWARTZER & MCPHERSON LAW FIRM 2850 S. Jones Boulevard, Suite 1 Las Vegas, NV 89146 Tel: (702) 228-7590 Fax: (702) 892-0122 E-mail: bkfilings@s-mlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by David Gaffin, manager. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Infiniti Services, LLC Trade Debt $7,500 3888 W. Sahara, #72 Las Vegas, NV 89102 For Rent Magazine Trade Debt $3,495 75 Remittance Drive, #1705 Chicago, IL 60675-1705 Westcorp Management Group Trade Debt $3,321 630 Trade Center Drive, Suite 200 Las Vegas, NV 89119 Solar Contract Carpet Trade Debt $3,293 Frazee Paint & Wallcoverings Trade Debt $1,839 Cardinal Air Heating & Air Trade Debt $1,303 Conditioning HD Supply Facilities Trade Debt $1,285 Westside Pool, Inc. Trade Debt $1,025 RealPage, Inc. Trade Debt $1,006 Peter Liotta Tenant Deposit $725 Tad Theobald Tenant Deposit $685 Tom Collins Tenant Deposit $685 George Erwin Tenant Deposit $685 Zach Ingram Tenant Deposit $625 Criterion Brock Trade Debt $600 Uncle Bob's Carpet Care Trade Debt $570 Orpha Rauff Tenant Deposit $515 Thomas Trumet Tenant Deposit $515 Stephen Christopher Tenant Deposit $515 Sidney Williams Tenant Deposit $515 DRYSHIPS INC: Unit Signs Drilling Contract for Leiv Eiriksson ------------------------------------------------------------- DryShips Inc., on May 6, 2011, announced the signing, by its majority-owned subsidiary Ocean Rig UDW Inc., of a new drilling contract for its 5th generation drilling rig "Leiv Eiriksson" with Borders & Southern Petroleum plc for performance of exploration drilling offshore the Falkland Islands. This contract replaces the previous contract with Borders & Southern plc for the "Eirik Raude". The "Leiv Eiriksson" will perform the scheduled drilling program in direct continuation after completion of the drilling campaign for Cairn Energy offshore Greenland. The contract is for a two well contract for a period of about 90 days, including three further optional wells. The contract value is approximately USD 80 million. Mr. George Economou, Chairman and CEO, commented: "We are pleased to announce the employment of the "Leiv Eiriksson" with Borders & Southern plc. The contract replacement gives Ocean Rig the opportunity to extend and continue the contract portfolio for the "Leiv Eiriksson" in harsh environment regions, and position the 10000 ft capable drilling rig "Eirik Raude" for new opportunities in both harsh environment areas and ultra deep water regions from Q4 2011." About DryShips Inc. Based in Greece, DryShips Inc. -- http://www.dryships.com/-- -- owns and operates drybulk carriers and offshore oil deep water drilling units that operate worldwide. As of Sept. 10, 2010, DryShips owns a fleet of 40 drybulk carriers (including newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax, with a combined deadweight tonnage of over 3.6 million tons and 6 offshore oil deep water drilling units, comprising of 2 ultra deep water semisubmersible drilling rigs and 4 ultra deep water newbuilding drillships. DryShips's common stock is listed on the NASDAQ Global Select Market where it trades under the symbol "DRYS". On Nov. 25, 2010, DryShips Inc. entered into a waiver letter for its US$230.0 million credit facility dated Sept. 10, 2007, as amended, extending the waiver of certain covenants through Dec. 31, 2010. As reported in the Troubled Company Reporter on Sept. 29, 2010, the Company said it is currently in negotiations with its lenders to obtain waivers, waiver extensions or to restructure its debt. As of June 30, 2010, the Company's theoretical exposure (current portion of long-term debt less cash and cash equivalents less restricted cash) amounted to US$761.4 million. Deloitte, Hadjipavlou Sofianos & Cambanis S.A., noted that the Company's inability to comply with financial covenants under its original loan agreements as of Dec. 31, 2009, its negative working capital position and other matters raise substantial doubt about its ability to continue as a going concern. DUBLIN DEVELOPERS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Dublin Developers, L.L.C. P.O. Box 381 Dublin, VA 24084 Bankruptcy Case No.: 11-71038 Chapter 11 Petition Date: May 10, 2011 Court: U.S. Bankruptcy Court Western District of Virginia (Roanoke) Judge: Ross W. Krumm Debtor's Counsel: Richard Daniel Scott, Esq. LAW OFFICE OF RICHARD D. SCOTT 302 Washington Avenue SW Roanoke, VA 24016 Tel: (540) 400-7997 Fax: (540) 491-9465 E-mail: richard@rscottlawoffice.com Estimated Assets: $100,001 to $500,000 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/vawb11-71038.pdf The petition was signed by Randall L. Dunnigan, managing member. DYNASTY DEVELOPMENT: Section 341(a) Meeting Scheduled for June 20 ----------------------------------------------------------------- The U.S. Trustee for Region 5 will convene a meeting of creditors in Dynasty Development Group, LLC dba Paradise Bay Hotel & Casino's Chapter 11 case on June 20, 2011, at 10:30 a.m. The meeting will be held at Hancock Bank Building, 2510 14th Street, Room 920, Gulfport, Mississippi. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Las Vegas, Nevada-based Dynasty Development Group, LLC, dba Paradise Bay Hotel & Casino filed for Chapter 11 protection (Bankr. S.D. Miss. Case No. 11-50997) on April 29, 2011. Bankruptcy Judge Katharine M. Samson presides the case. William R. Armstrong, Jr., P.A., represents the Debtor in its restructuring effort. The Debtor estimates assets at $10 million to $50 million and debts at $1 million to $10 million. DYNAVAX TECHNOLOGIES: Posts $18.5-Mil. First Quarter Net Loss ------------------------------------------------------------- Dynavax Technologies Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $18.46 million on $1.74 million of total revenues for the three months ended March 31, 2011, compared with a net loss of $9.18 million on $8.34 million of total revenues for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $65.50 million in total assets, $29.01 million in total liabilities, and $36.49 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/Xem5zw About Dynavax Technologies Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ: DVAX) -- http://www.dynavax.com/-- is a clinical-stage biopharmaceutical company. The Company discovers and develops novel products to prevent and treat infectious diseases. The Company's lead product candidate is HEPLISAV, an investigational adult hepatitis B vaccine designed to enhance protection more rapidly and with fewer doses than current licensed vaccines. As of Sept. 30, 2010, the Company had $61,790,000 in total assets; $21,026,000 total current liabilities, $6,012,000 deferred revenue, $10,540,000 long-term note payable to holdings, $944,000 long-term contingent liability to holdings, and $60,000 other long-term liabilities, and $23,208,000 in stockholders' equity. As reported in the Troubled Company Reporter on March 18, 2010, Ernst & Young LLP, in San Francisco, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations since its inception. EAST BAY: U.S. Trustee Wants Chapter 11 Case Dismissed ------------------------------------------------------ August B. Landis, acting U.S. Trustee for Region 17, asks the U.S. Bankruptcy Court for the Northern District f California to dismiss the Chapter 11 case of East Bay Associates LLC. Martinez, California-based East Bay Associates, LLC, is the owner of two contiguous parcels of real property located in Byron, California. The property is the former location of Byron Hot Springs (BHS), a well known resort from the 1880's until World War II, when it became "Camp Tracy", a U.S. Army interrogation center for German and Japanese prisoners of war. East Bay Associates acquired the property in 1989. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 10- 70345) on Sept. 9, 2010. Ruth Elin Auerbach, Esq., of San Francisco, Calif., represents the Debtor as counsel. The Debtor disclosed $28,779,626 in assets and $5,706,481 in liabilities as of the Chapter 11 filing. EAST COAST: Wants to Hire Laurie R. Brown to Supervise Accounting ----------------------------------------------------------------- East Coast Development II, LLC, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina for permission to employ: LAURIE R. BROWN, CPA 1577-D New Garden Road No. 267 Greensboro, NC 27410 Ms. Brown will perform and supervise the accounting of the Debtor, including but not limited to, preparing annual tax returns, reviewing QuickBooks, reconciling bank accounts, and preparing journal entries, as needed. Ms. Brown's services will be rendered at hourly rate range of $40 to $100. To the best of the Debtor's knowledge, Ms. Brown is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About East Coast Development II Wilmington, North Carolina-based East Coast Development II, LLC, dba 100 Block of Market Street, LLC, is in the business of renting real property located in Onslow County, New Hanover County, Guilford County, Wake County, Brunswick County, North Carolina, and Greenville County, Charleston County, and Richland County, South Carolina. East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-02792) on April 8, 2011. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel. The Debtor disclosed $24,792,275 in assets and $12,172,815 in liabilities as of the Chapter 11 filing. EAST COAST: Taps Keith Saieed as Broker for the Sale, Lease ----------------------------------------------------------- East Coast Development II, LLC, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina for permission to employ: Keith Saieed BLUE SKY SERVICES REAL ESTATE 2810-2A Yonkers Road Raleigh, NC 27604 Mr. Saieed will serve as broker for the sale of these properties: -- 119 (aka 121) Market Street, Wilmington, New Hanover County, North Carolina; -- 304 and 308 (aka 1704) Castle Hayne Road, Castle Hayne, New Hanover County, North Carolina; -- 3404 and 3412 Castle Hayne Road and 109 Gladiolus Road, Castle Hayne, New Hanover County, North Carolina; -- the Debtor's 33.3% interest in 30.41 acres located at the intersection of Highways 74 and 76 and Mt. Misery Road, Leland, Brunswick County, North Carolina; and -- 67 and 69, 71 and 73 Court Street and 14.4 acres known as Osprey Point, Jacksonville, Onslow County, North Carolina. The Debtor intends to pay commissions of 6% of the gross sales price of each property. Mr. Saieed will serves as broker for the lease these properties: -- 125 Market Street, Wilmington, New Hanover County, North Carolina; and -- 118-122 princess Street, Wilmington, New Hanover County, North Carolina. The Debtor intends to pay a flat fee of 6% of the entire lease for each rental, payable in full upon the execution of a lease. To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About East Coast Development II Wilmington, North Carolina-based East Coast Development II, LLC, dba 100 Block of Market Street, LLC, is in the business of renting real property located in Onslow County, New Hanover County, Guilford County, Wake County, Brunswick County, North Carolina, and Greenville County, Charleston County, and Richland County, South Carolina. East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-02792) on April 8, 2011. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel. Brian A. Geschickter, Attorney-at-Law, serves as special counsel. Laurie R. Brown, CPA, serves as the Debtor's accountant. The Debtor disclosed $24,792,275 in assets and $12,172,815 in liabilities as of the Chapter 11 filing. EAST COAST: Taps Stubbs & Perdue to Handle Reorganization Case -------------------------------------------------------------- East Coast Development II, LLC, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina for permission to employ Trawick H. Stubbs, Jr. and Stubbs & Perdue, P.A., as counsel. The firm will be representing the Debtor in the Chapter 11 proceedings. The firm was paid a minimum fee of $10,000 for assisting the Debtor in a workout of its financial problems. An additional retainer was charged but the Debtor was unable to pay the retainer in full. On April 8, 2011, the firm received $3,500 from Brad and Nancy Clayman and $6,500 from the Debtor towards the retainer charged to the Debtor. In addition, the firm accepted a future advance promissory note of $40,000, with interest from the date of the first advance at the rate of 6% per annum on the unpaid balance. To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Trawick H. Stubbs, Jr. STUBBS & PERDUE, P.A. 310 Craven Street P.O. Box 1654 New Bern, NC 28563-1654 Tel: (252) 633-2700 Fax: (252) 633-9600 About East Coast Development II Wilmington, North Carolina-based East Coast Development II, LLC, dba 100 Block of Market Street, LLC, is in the business of renting real property located in Onslow County, New Hanover County, Guilford County, Wake County, Brunswick County, North Carolina, and Greenville County, Charleston County, and Richland County, South Carolina. East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-02792) on April 8, 2011. The Debtor disclosed $24,792,275 in assets and $12,172,815 in liabilities as of the Chapter 11 filing. EAST COAST: Taps Brian Geschickter to Handle Jamestown Pender Suit ------------------------------------------------------------------ East Coast Development II, LLC, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina for permission to employ Brian A. Geschickter, Attorney-at-Law, as special counsel. The law firm will assist the Debtor with certain legal matters involving the Debtor, including but not limited to , a lawsuit against Jamestown Pender, et al., a lawsuit filed by Cindy york, Esq., and a lawsuit against the Debtor and others by the State of North Carolina. The law firm has represented the Debtor since 2007 in various legal matters. At the Petition Date, the Debtor owed the law firm $615 for prepetition services. The Debtor erroneously stated the amount to be $3,519. The firm agrees to be compensated on an hourly rate of $185. To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brian A. Geschickter, Attorney-at-Law 215 Racine Drive, Suite 204 Wilmington, NC 28403 Tel: (910) 202-6966 Fax: (910) 299-4690 About East Coast Development II Wilmington, North Carolina-based East Coast Development II, LLC, dba 100 Block of Market Street, LLC, is in the business of renting real property located in Onslow County, New Hanover County, Guilford County, Wake County, Brunswick County, North Carolina, and Greenville County, Charleston County, and Richland County, South Carolina. East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No. 11-02792) on April 8, 2011. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel. Laurie R. Brown, CPA, serves as the Debtor's accountant. The Debtor disclosed $24,792,275 in assets and $12,172,815 in liabilities as of the Chapter 11 filing. ELEPHANT TALK: Posts $4.7 Million Net Loss in First Quarter ----------------------------------------------------------- Elephant Talk Communications, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $4.7 million on $8.5 million of revenues for the three months ended March 31, 2011, compared with a net loss of $12.3 million on $9.9 million of revenues for the same period last year. The Company has an accumulated deficit of $159.5 million as of March 31, 2011. The Company's balance sheet at March 31, 2011, showed $45.3 million in total assets, $10.6 million in total liabilities, and stockholders' equity of $34.6 million. As reported in the TCR on April 6, 2011, BDO USA, LLP, in expressed substantial doubt about Elephant Talk's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency. As of Dec. 31, 2010, the Company had an accumulated deficit of $154.8 million. A complete text of the Form 10-Q is available for free at: http://is.gd/SMm8kW Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. ELZA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Elza Construction LLC aka Elza Reclamation 442 West Highway 3094 East Bernstadt, KY 40729 Bankruptcy Case No.: 11-60689 Chapter 11 Petition Date: May 10, 2011 Court: U.S. Bankruptcy Court Eastern District of Kentucky (London) Judge: Joseph M. Scott, Jr. Debtor's Counsel: Maxie Higgason, Esq. HIGGASON LAW OFFICE 109 W. 1st Street Corbin, KY 40701-1403 Tel: (606) 528-4140 E-mail: maxhigglaw@bellsouth.net Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Paul Elza, owner. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ace High Coal Sales Col Loan to Continue $1,979,022 107 CVB Lane, Suite 1 Global Green Project London, KY 40741 in Manchester, KY First Trust Bank Property Located at $1,033,199 24 Commerce Drive 552 West Highway Hazard, KY 41701 3094, East Bernstadt, KY, approximately 10.53 acres and house plus construction equipment Virginia Drilling Co Sub-contractor $315,673 P.O. Box 1198 Vansant, VA 24656 PNC Bank 442 West Hwy 3094, $212,525 East Bernstadt, KY, secured real property of co-maker Cumberland Valley National Bank Tractor and Trailer $106,844 Valued at $27000 Mago Construction Acct. Claim $93,265 Community Trust Bank Operating Capital $92,283 Auto Owners Insurance Co. Bond for Older $88,770 Project Internal Revenue Service 2009 Form 941 $84,017 Payroll Taxes Internal Revenue Service 2010 1st Quarter $77,411 941 Payroll Taxes Kevin Elza 621E Scraper $67,500 Kyle Elza Operating Capital $65,000 PNC Bank Credit Card $61,509 First National Bank Operating Capital $60,817 Emeco Equipment Rental $60,000 Kyle Elza Operating Capital $55,000 Commonwealth of Kentucky 2010, first, second, $53,597 Department of Revenue third K-1 reports RSC Rental Rental Equipment $51,072 Precision Transport Loan to Global Green $46,674 Green Project in Manchester, KY Brandeis Machinery Parts, Repairs, etc. $37,587 EMERGENCY MEDICAL: Moody's Puts Junk Rating on $950MM Notes ----------------------------------------------------------- Moody's Investors Service assigned a Caa1 (LGD 5, 84%) rating to the proposed issuance of $950 million of senior unsecured notes by Emergency Medical Services Corporation. Moody's also affirmed the existing ratings of EMSC, including the B2 Corporate Family and Probability of Default Ratings and the B1 (LGD 3, 34%) rating on the company's $1,440 million term loan due 2018. Moody's understands that the proceeds of the note offering, along with the previously rated term loan and an equity contribution, will be used to fund the acquisition of the company by Clayton, Dubilier and Rice, LLC, and to retire the company's existing debt at AMR Holdco, Inc. Moody's understands that EMSC is also expected to obtain a $350 million asset-based revolving credit facility expiring 2016. The ratings outlook is stable. The existing ratings of AMR Holdco, Inc., the borrower in the existing corporate structure, remain unchanged and will be withdrawn at the closing of the acquisition transaction, at which time the outstanding debt will be repaid. The rating actions are subject to the conclusion of the transaction, as proposed, and Moody's review of final documentation. This is a summary of Moody's actions: Ratings assigned: Emergency Medical Services Corporation: $950 million senior unsecured notes due 2019, Caa1 (LGD 5, 84%) Ratings affirmed: Emergency Medical Services Corporation: -- $1,440 million senior secured term loan due 2018, B1 (LGD 3, 34%) -- Corporate Family Rating, B2 -- Probability of Default Rating, B2 -- Speculative Grade Liquidity Rating, SGL-1 Ratings unchanged and to be withdrawn at the close of the transaction: AMR Holdco, Inc.: -- $125 million senior secured revolving credit facility expiring 2015, Baa3 (LGD 2, 26%) -- $425 million senior secured term loan due 2015, Baa3 (LGD 2, 26%) -- Corporate Family Rating, Ba1 -- Probability of Default Rating, Ba2 -- Speculative Grade Liquidity Rating, SGL-1 Ratings Rationale EMSC's B2 Corporate Family Rating reflects the considerable increase in the debt load that Moody's expects the company will operate with following the leveraged buyout. Moody's estimates that this transaction would increase to about 6.7 times, which is considered very high for the single B rating category and leaves only a modest equity cushion based on the current estimated purchase multiple. Moody's also anticipates that pro forma cash flow generation will decline due to the related interest burden. However, Moody's expects the company to focus on reducing debt with available free cash flow following the transaction as capital spending is expected to remain modest. The rating also benefits from the company's significant scale in both of its segments, which are otherwise very fragmented among other providers. An upgrade of the ratings is somewhat limited in the near term given the significant increase in leverage with the proposed transaction. However, if the company improves operating results or repays debt such that debt to EBITDA is sustained below 5.5 times and free cash flow to debt is expected to be sustained above 5%, Moody's could upgrade the ratings. If the company takes on additional debt to fund acquisitions or incurs operating difficulties such that leverage were not expected to be reduced from current levels, Moody's could downgrade the ratings. Additionally, if government reimbursement levels are significantly reduced in either segment of the company's business, professional liability claims rise materially above current levels, or if payor mix shift materially impacts pricing, such that the company was expected to have negative free cash flow for a sustained period, Moody's could downgrade the ratings. For further details refer to Moody's Credit Opinion for Emergency Medical Services Corporation on moodys.com. The principal methodology used in rating Emergency Medical Services Corporation was the Global Business & Consumer Service Industry Rating Methodology, published October 2010. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Emergency Medical Services Corporation is a leading provider of emergency medical services in the U.S. EMSC operates through two business segments: EmCare is the company's emergency department and hospital physician outsourcing segment and AMR is a leading provider of medical transport in the U.S. For the twelve months ended March 31, 2011, the company reported revenues in excess of $2.9 billion. EQUIPMENT MANAGEMENT: Files New List of Largest Unsec. Creditors ---------------------------------------------------------------- Equipment Management Technology has filed an amended list of 20 largest unsecured claims. The new list reads as: Entity Claim Amount ------ ------------ Aaron Egan $1,887 6683 Bristow Falls Court Las Vegas, NV 89148 Ashley Hall & Associates 42,056 1654 White Rock Drive Las Vegas, NV 89121 Board of Equalization 55,336 P.O. Box 942879 Sacramento, CA 94279 CAN Insurance Company 2,054 10375 Park Meadows Drive Suite 300 Littleton, CO 80124 City National Bank 5,173 10801 W. Charleston Las Vegas, NV 89135 CNA insurance Co. 2,054 Attn: Christine Slups Dept. LA 21245 Pasadena, CA 91185 David Haines 2,104 5900 Wildhorse Ledge Las Vegas, NV 89131 Frisby Consulting, Inc. 4,783 4651 White Rock Drive, Suite 100 Las Vegas, NV 89121 Global Test Equipment 30,958 1424 Centre Circle Downers Grove, IL 60515 James Davis 6,478 7030 Pink Flamingo Place North Las Vegas, NV 89084 Kristina Hedge 14,424 Magnolia Blossom Avenue Las Vegas, NV 89131 Longo Properties 38,000 1525 Pama Lane Las Vegas, NV 89119 Lynne Erickson 2,542 6617 Rancho Santa Fe Las Vegas, NV 89130 Michael C. Longo 240,000 1424 Centre Circle Downers Grove, IL 60515 Nevada Energy 2,084 PO Box 30086 Reno, NV 89520-3086 Norma Sniadach 2,186 1148 Via Empoli Henderson, NV 89052 Rohde & Schwarz, Inc. 61,010 Attn: Chris Kayser P.O. Box 5120 Carol Stream, IL 60197 Swainston Consulting Group 1,998 1541 Little Dove Court Henderson, NV 89014 Test Equity, LLC 2,800 6100 Condor Drive Moorpark, CA 93021 Las Vegas, Nevada-based Equipment Management Technology filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11- 11816) on Feb. 9, 2011. Judge Linda B. Riegle presides over the case. Attorneys at The Schwartz Law Firm, Inc., represent the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. EQUIPMENT MANAGEMENT: Files Schedules of Assets & Liabilities ------------------------------------------------------------- Equipment Management Technology filed with the U.S. Bankruptcy Court for the District of Nevada, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $9,244,571 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $13,556,623 E. Creditors Holding Unsecured Priority Claims $85,335 F. Creditors Holding Unsecured Non-priority Claims $630,780 ----------- ----------- TOTAL $9,244,571 $14,272,739 Las Vegas, Nevada-based Equipment Management Technology filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11- 11816) on Feb. 9, 2011. Judge Linda B. Riegle presides over the case. Attorneys at The Schwartz Law Firm, Inc., represent the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. FAIRGROUNDS PROPERTIES: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Fairgrounds Properties, Inc. 3087 Three Bars Saint George, UT 84790 Bankruptcy Case No.: 11-26803 Chapter 11 Petition Date: May 10, 2011 Court: U.S. Bankruptcy Court District of Utah (Salt Lake City) Judge: William T. Thurman Debtor's Counsel: Andres Diaz, Esq. RED ROCK LEGAL SERVICES P.L.L.C. Mainstreet Plaza Executive Suites 20 North Main Street, Suite 311 St. George, UT 84770 Tel: (435) 634-1000 Fax: (801) 359-6803 E-mail: courtmailrr@expresslaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Robert Stevens, president. FANNIE MAE: Bill for Replacement Entities to Be Filed Today ----------------------------------------------------------- The Wall Street Journal's Nick Timiraos reports that two lawmakers -- Rep. John Campbell (R., Calif.) and Rep. Gary Peters (D., Mich.) -- are set to unveil legislation Thursday to replace mortgage giants Fannie Mae and Freddie Mac with at least five private companies that would issue mortgage-backed securities with explicit federal guarantees. The Journal says the measure is a compromise between conservative Republicans who have advanced bills to build a mostly private mortgage-finance system and Democrats, who say the government shouldn't abandon the mortgage market. According to the Journal, like Fannie and Freddie, the new entities would be restricted to buying loans that meet certain standards, including size caps. But the firms would have to hold much more capital than Fannie and Freddie. And only the mortgage- backed securities that they issue -- not the companies themselves -- would enjoy federal guarantees. The new entities would operate more as public utilities and likely wouldn't have exchange-listed shares. The Journal relates that the proposal leaves many details to an independent regulator, which Rep. Campbell says should be insulated from Congress to prevent lawmakers from leaning on it "to do politically correct things, which may not be financially correct things." That role would fall to the Federal Housing Finance Agency, which currently regulates Fannie and Freddie, the Journal adds. According to the Journal, analysts say the compromise may be the only plan likely to attract sufficient support from both parties on a politically explosive subject, particularly at a time when gridlock looms over issues such as how to curb federal spending. Fannie and Freddie were taken over by the government in 2008 as rising mortgage losses wiped out thin capital cushions. Taxpayers are on the hook for $138 billion to keep the companies afloat and stabilize mortgage markets. About Fannie Mae Based in Washington, D.C., Federal National Mortgage Association, aka Fannie Mae -- http://www.fanniemae.com/-- is a government- sponsored enterprise ("GSE") that was chartered by Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. The Company's charter does not permit the Company to originate loans or lend money directly to consumers in the primary mortgage market. The Company's most significant activities are securitizing mortgage loans originated by lenders into Fannie Mae mortgage-backed securities, which the Company refers to as Fannie Mae MBS, and purchasing mortgage loans and mortgage-related securities for its mortgage portfolio. The U.S. Department of the Treasury owns the Company's senior preferred stock and a warrant to purchase 79.9% of the Company's common stock. Treasury has made a commitment under a senior preferred stock purchase agreement to provide the Company with funds under specified conditions to maintain a positive net worth. The U.S. government does not guarantee the Company's securities or other obligations. The Company's common stock was delisted from the New York Stock Exchange and the Chicago Stock Exchange on July 8, 2010, and since then has been traded in the over-the-counter market and quoted on the OTC Bulletin Board under the symbol "FNMA." * * * Fannie Mae have been under conservatorship, with the Federal Housing Finance Agency acting as conservator, since Sept. 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the Company and its assets. The conservator has since delegated specified authorities to the Company's Board of Directors and has delegated to management the authority to conduct the Company's day-to-day operations. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and the Federal Housing Finance Agency acting as conservator to continue operating its business. FIRST FEDERAL: Commences $8.7-Mil. Common Stock Rights Offering --------------------------------------------------------------- First Federal Bancshares of Arkansas, Inc., had commenced an $8.7 million common stock rights offering. Shareholders who owned common shares of the Company at the close of business on March 23, 2011, will receive at no charge a non-transferable right to purchase newly-issued common shares in the Rights Offering. Pursuant to the terms of the Rights Offering, the Company will offer to each shareholder as of the Record Date the right to purchase three newly-issued shares of common stock for each one share held by an Eligible Shareholder on the Record Date, as adjusted for a 1-for-5 reverse stock split completed by the Company on May 3, 2011. For purposes of illustration, if an Eligible Shareholder owned 100 shares of the Company's common stock on the Record Date, then, after giving effect to the Reverse Split, the Eligible Shareholder would own 20 shares and would therefore be entitled to subscribe for 60 shares of common stock in the Rights Offering at $3.00 per share. The Company will issue up to 2,908,071 shares of its common stock in the Rights Offering at a price of $3.00 per share, which is the same price paid by Bear State Financial Holdings, LLC, who purchased 15,425,262 shares of our common stock in a private placement offering that occurred on May 3, 2011 immediately following the Reverse Split. To the extent that some Eligible Shareholders do not participate in the Rights Offering, or choose to subscribe for less than their full allocation of shares, the remaining unsubscribed shares will be available for purchase by other Eligible Shareholders who have fully exercised their subscription rights, subject to an overall ownership limitation for each Eligible Shareholder and its affiliates of 4.9% of the Company's outstanding shares of common stock following completion of the Rights Offering. The Rights Offering will expire at 5:00 p.m. Eastern time on June 9, 2011. In the event that the Rights Offering is not fully subscribed, Bear State has agreed to backstop the Rights Offering by purchasing the remaining shares from the Company in a private placement, at $3.00 per share (or $0.60 per share before taking into account the Reverse Split), subject to an overall limitation on Bear State's ownership of 94.90% of the Company's outstanding shares of common stock following completion of the Rights Offering. The Company plans to use the proceeds of the Rights Offering to make capital contributions to the Bank and for other general corporate purposes. About First Federal Bancshares of Arkansas First Federal Bancshares of Arkansas, Inc. (NASDAQ GM:FFBH) -- http://www.ffbh.com/-- is a unitary savings and loan holding company for First Federal Bank, a community bank serving consumers and businesses with a full range of checking, savings, investment and loan products and services. The Bank, founded in 1934, conducts business from 20 full-service branch locations, one stand-alone loan production office, and 30 ATMs located in Northcentral and Northwest Arkansas. The Company reported a net loss of $4.03 million on $29.82 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $45.49 million on $36.04 million in total interest income during the prior year. The Company's balance sheet at March 31, 2011 showed $577.67 million in total assets, $542.88 million in total liabilities and $34.79 million in total stockholders' equity. BKD, LLP expressed substantial doubt about the bank holding company's ability to continue as a going concern. The accounting firm noted that the Company has experienced significant losses in recent years and has significant levels of nonperforming assets. Furthermore, the Company has entered into a written agreement with the Office of Thrift Supervision which requires the Company to meet certain capital requirements by Dec. 31, 2010, which were not met. FORUM HEALTH: Schedules July 19 Plan Confirmation Hearing --------------------------------------------------------- Bill Rochelle, bankruptcy columnist for Bloomberg News, reports that Forum Health scheduled a July 19 confirmation hearing for approval of the liquidating Chapter 11 plan after obtaining approval of the disclosure statement. As reported in May 6, 2011 edition of the Troubled Company Reporter, the Debtor filed prior to the May 10 hearing a revised disclosure statement that tells unsecured creditors with $152 million to $167 million in claims how they should recover 4.88% to 5.36%. The Pension Benefit Guaranty Corp., with a claim of as much as $140 million, will have the same recovery. Patients with medical malpractice claims will recover in full if there is insurance coverage. If there isn't, they will receive the same 4.88% to 5.36%. Secured bonds were paid in full from the sale of the hospital operation. About Forum Health Forum Health ran a hospital business with the Trumball Memorial Hospital and Hillside Rehabilitation Hospital in Warren, Ohio, and Northside Medical Center in Youngstown. Forum Health sold via bankruptcy auction its Ohio hospital operation in October 2010 to an affiliate of CHS Community Health Systems Inc. for $120 million in cash, representing an increase from the original price of $69.8 million. Forum Health and its affiliates filed for Chapter 11 protection (Bankr. N.D. Ohio Lead Case No. 09-40795) on March 16, 2009. In its petition, Forum Health estimated $100 million to $500 million in assets and debts. McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A., serve as the Debtors' chapter 11 co-counsel. Huron Consulting Services LLC is the Debtors' Chief Restructuring Officer and Financial Support Personnel. Houlihan Lokey Howard and Zukin Capital, Inc. are the Debtors' investment bankers. Ernst & Young LLP is the Debtors' independent auditor. Baker and Hostetler and Thompson Hine LLP serve as special counsel. Squire, Sanders & Dempsey LLP serve as the bond counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. Alston & Bird LLP serves as counsel to the Official Committee of Unsecured Creditors. Grant Thornton LLP is the financial advisor to the Creditors Committee. FRE REAL ESTATE: Seeks to Employ Barlow Garsek as Counsel --------------------------------------------------------- FRE Real Estate, Inc., seeks the U.S. Bankruptcy Court authority to employ Barlow Garsek & Simon LLP as bankruptcy counsel. Barlow Garsek will perform these services: a. advise and consult with the Debtor concerning (i) legal questions arising in administering and reorganizing the Debtor's estate, and (ii) the Debtor's rights and remedies in connection with the estate's assets and creditors' claims; b. provide legal services to the Debtor relating to the sale of assets, outside the ordinary course of business, if necessary; c. assist the Debtor in obtaining confirmation and consummation of the Plan; d. assist the Debtor in preserving and protecting property of the Debtor's estate, including the negotiation of cash collateral agreements, the defense of motions for relief from the automatic stay, and the prosecution of litigation, if any; e. investigate and prosecute preference, fraudulent transfer, and other actions arising under the Debtor's avoidance powers and any causes of action arising under state law (if necessary and unless special counsel is determined to be better qualified to do so); f. prepare any pleadings, motions, answers, notices, orders and reports that are required for the orderly administration of the Debtor's estate; and g. perform any and all other legal services for the Debtor that the Debtor determines to be necessary and appropriate to faithfully discharge its duties as a debtor-in- possession. The Debtor will pay Barlow Garsek based on its customary hourly rates, which are: Henry W. Simon, Jr. $400 Robert A. Simon $350 Spencer D. Solomon $225 The Debtor will also reimburse Barlow Garsek's necessary out-of- pocket expenses. Barlow Garsek assures the Court that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About FRE Real Estate Fort Worth, Texas-based FRE Real Estate, Inc., aka Fenton Real Estate, Inc., owns a commercial real estate complex comprising two seven-story office towers totaling approximately 696,458 square feet and two five-level parking garages located at 1501-1503 and 1505-1507 LBJ Freeway in Farmer's Branch, Texas 75234. FRE Real Estate filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 11-42042) on April 4, 2011. Robert A. Simon, Esq., at Barlow Garsek & Simon, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $50 million to $100 million. The Debtor intends to recast the mortgage through a plan note with a longer maturity, at the same interest rate. Alternatively, the Debtor may elect to sell the Property in a controlled liquidation. Because the mortgage grants a lien on the rents and other charges generated by the Property, NexBank has a lien on the Debtor's cash. FRE Real Estate previously filed for Chapter 11 bankruptcy protection on Jan. 4, 2011 (Bankr. N.D. Tex. Case No. 11-30210). John P. Lewis, Jr., at the Law Office of John P. Lewis, Jr., served as the Debtor's bankruptcy counsel. Wells Fargo Capital Finance, a major secured creditor of the Debtor, however, asked the Bankruptcy Court to dismiss the Debtor's Chapter 11 bankruptcy case on the grounds that the petition was filed in bad faith. Bankruptcy Judge Barbara J. Houser agreed to dismiss the case, acknowledging that there was no "good business justification" for TCI Texas Properties LLC to transfer 10 properties securing the Wells Fargo loan to FRE -- and at the same time other affiliates of TCI transferring numerous properties to FRE -- then later have FRE file for bankruptcy. Judge Houser said that absent the "new debtor syndrome", bankruptcy law would have put each mortgage lender "substantially in control, if not in complete control." FRE REAL ESTATE: Files Schedules of Assets and Liabilities ---------------------------------------------------------- FRE Real Estate, Inc. filed with the U.S. Bankruptcy Court for the Northern District of Texas, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $70,040,000 B. Personal Property $595,902 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $62,028,322 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $4,859,191 ----------- ----------- TOTAL $70,635,902 $66,887,513 About FRE Real Estate Fort Worth, Texas-based FRE Real Estate, Inc., aka Fenton Real Estate, Inc., owns a commercial real estate complex comprising two seven-story office towers totaling approximately 696,458 square feet and two five-level parking garages located at 1501-1503 and 1505-1507 LBJ Freeway in Farmer's Branch, Texas 75234. FRE Real Estate filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 11-42042) on April 4, 2011. Robert A. Simon, Esq., at Barlow Garsek & Simon, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $50 million to $100 million. The Debtor intends to recast the mortgage through a plan note with a longer maturity, at the same interest rate. Alternatively, the Debtor may elect to sell the Property in a controlled liquidation. Because the mortgage grants a lien on the rents and other charges generated by the Property, NexBank has a lien on the Debtor's cash. FRE Real Estate previously filed for Chapter 11 bankruptcy protection on Jan. 4, 2011 (Bankr. N.D. Tex. Case No. 11-30210). John P. Lewis, Jr., at the Law Office of John P. Lewis, Jr., served as the Debtor's bankruptcy counsel. Wells Fargo Capital Finance, a major secured creditor of the Debtor, however, asked the Bankruptcy Court to dismiss the Debtor's Chapter 11 bankruptcy case on the grounds that the petition was filed in bad faith. Bankruptcy Judge Barbara J. Houser agreed to dismiss the case, acknowledging that there was no "good business justification" for TCI Texas Properties LLC to transfer 10 properties securing the Wells Fargo loan to FRE -- and at the same time other affiliates of TCI transferring numerous properties to FRE -- then later have FRE file for bankruptcy. Judge Houser said that absent the "new debtor syndrome", bankruptcy law would have put each mortgage lender "substantially in control, if not in complete control." FREDDIE MAC: Bill for Replacement Entities to Be Filed Today ------------------------------------------------------------ The Wall Street Journal's Nick Timiraos reports that two lawmakers -- Rep. John Campbell (R., Calif.) and Rep. Gary Peters (D., Mich.) -- are set to unveil legislation Thursday to replace mortgage giants Fannie Mae and Freddie Mac with at least five private companies that would issue mortgage-backed securities with explicit federal guarantees. The Journal says the measure is a compromise between conservative Republicans who have advanced bills to build a mostly private mortgage-finance system and Democrats, who say the government shouldn't abandon the mortgage market. According to the Journal, like Fannie and Freddie, the new entities would be restricted to buying loans that meet certain standards, including size caps. But the firms would have to hold much more capital than Fannie and Freddie. And only the mortgage- backed securities that they issue -- not the companies themselves -- would enjoy federal guarantees. The new entities would operate more as public utilities and likely wouldn't have exchange-listed shares. The Journal relates that the proposal leaves many details to an independent regulator, which Rep. Campbell says should be insulated from Congress to prevent lawmakers from leaning on it "to do politically correct things, which may not be financially correct things." That role would fall to the Federal Housing Finance Agency, which currently regulates Fannie and Freddie, the Journal adds. According to the Journal, analysts say the compromise may be the only plan likely to attract sufficient support from both parties on a politically explosive subject, particularly at a time when gridlock looms over issues such as how to curb federal spending. Fannie and Freddie were taken over by the government in 2008 as rising mortgage losses wiped out thin capital cushions. Taxpayers are on the hook for $138 billion to keep the companies afloat and stabilize mortgage markets. About Fannie Mae Based in Washington, D.C., Federal National Mortgage Association, aka Fannie Mae -- http://www.fanniemae.com/-- is a government- sponsored enterprise ("GSE") that was chartered by Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. The Company's charter does not permit the Company to originate loans or lend money directly to consumers in the primary mortgage market. The Company's most significant activities are securitizing mortgage loans originated by lenders into Fannie Mae mortgage-backed securities, which the Company refers to as Fannie Mae MBS, and purchasing mortgage loans and mortgage-related securities for its mortgage portfolio. The U.S. Department of the Treasury owns the Company's senior preferred stock and a warrant to purchase 79.9% of the Company's common stock. Treasury has made a commitment under a senior preferred stock purchase agreement to provide the Company with funds under specified conditions to maintain a positive net worth. The U.S. government does not guarantee the Company's securities or other obligations. The Company's common stock was delisted from the New York Stock Exchange and the Chicago Stock Exchange on July 8, 2010, and since then has been traded in the over-the-counter market and quoted on the OTC Bulletin Board under the symbol "FNMA." * * * Fannie Mae have been under conservatorship, with the Federal Housing Finance Agency acting as conservator, since Sept. 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the Company and its assets. The conservator has since delegated specified authorities to the Company's Board of Directors and has delegated to management the authority to conduct the Company's day-to-day operations. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and the Federal Housing Finance Agency acting as conservator to continue operating its business. GENERAL GROWTH: Fee Committee OKs $233 Million for Professionals ---------------------------------------------------------------- The Fee Committee of reorganized General Growth Properties filed with the Bankruptcy Court its report and recommendations with respect to the final fee applications of 23 firms, seeking allowance of fees aggregating $229,940,475, and reimbursement of expenses totaling $6,458,708. Following discussions with the Fee Committee, the Retained Professionals voluntarily reduced the amounts sought for frees by the aggregate amount of $2,156,791, and the amount sought for reimbursement of expenses by $119,350, for a total reduction of $2,276,142. After taking into consideration the voluntary reductions, the Fee Committee recommends that the final fee applications, as modified, be approved by the Court: Voluntary Firm Fees Expenses Reductions ---- ------- -------- ---------- Weil Gotshal $54,652,445 $1,500,229 $1,475,849 & Manges LLP Kirkland & $26,544,760 $872,724 $642,700 Ellis LLP Miller Buckfire $28,850,000 $207,764 $91,274 & Co., LLC Bracewell & $1,473,760 $362,082 $44,117 Giuliani LLP Cushman & $5,573,293 $94,201 $27,435 Wakefield, Inc. AlixPartners $29,576,657 $1,204,489 $148,989 LLP Deloitte Tax $1,380,399 $5,664 $33,840 LLP Deloitte & $9,342,511 $40,545 $47,708 Touche LLP Ernst & Young $1,335,667 $3,549 $39,937 LLP Jenner & Block $1,637,040 $249,627 $67,519 LLP Pricewaterhouse- $308,112 $502 $11,456 Coopers LLP Grant Thornton LLP $31,139 $74 $826 Hewitt Associates $812,800 $16,780 $37,217 LLC KPMG LLP $69,546 $0 $3,477 Epiq Bankruptcy $254,181 $619,277 - Solutions, LLC Akin Gump $15,444,474 $683,627 $315,000 Strauss Hauer & Feld LLP FTI Consulting, $3,245,180 $44,442 $108,500 Inc. Houlihan Lokey $15,897,956 $182,537 $18,988 Howard & Zukin Capital, Inc. Halperin $264,488 $3,750 $5,081 Battaglia Raicht LLP Saul Ewing LLP $6,299,267 $129,482 $96,000 Cantor $8,000,000 $10,159 $566 Fitzgerald & Co. The Weitzman $145,825 $4,679 $545 Group, Inc. Meanwhile, the Fee Committee asks the Court to not approve these final fee applications at this time: Firm Fees Expenses ---- ------- -------- UBS Securities, $18,070,967 $222,515 LLC Saul Ewing LLP $6,299,267 $129,482 Cantor $8,000,000 $10,159 Fitzgerald & Co. Specifically, the Fee Committee disputed a $975,000 fee enhancement sought by Saul Ewing, and a $5,960,000 success fee sought by Cantor. The Fee Committee also notes that UBS has not provided back-up documentation with respect to UBS's expenses. A schedule of the agreed reductions and other modifications to final fee applications is available for free at: http://bankrupt.com/misc/ggp_agreedfeereductions.pdf The Court will consider final fee applications on May 3, 2011. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. The new GGP, which will commence trading Nov. 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Files Supplement to 1st Qtr. Status Report ---------------------------------------------------------- GGP, Inc. and its debtor affiliates submitted to Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York, as supplement to their post-confirmation status report, a quarterly disbursement schedule for the period ended March 31, 2011. Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New York, discloses that the Reorganized Debtors made disbursements totaling $837,498,000 during the quarter ended March 31, 2011. A schedule of the quarterly disbursement is available for free at http://bankrupt.com/misc/ggp_1Q2011Disbursements.pdf GGP and its units on April 15, 2011, filed their third post- confirmation status report. The Reorganized Debtors relate that on March 31, the Bankruptcy Court entered a final decree order closing the Chapter 11 cases of 128 debtors effective as of March 30. The Reorganized Debtors continue to diligently pursue consummation, and a final decree closing, of the remaining reorganized debtors' Chapter 11 cases. The Reorganized Debtors reveal that they continue to evaluate and resolve the approximately 10,000 proofs of claim and approximately 6,000 scheduled claims filed in their Chapter 11 cases. The Reorganized Debtors add that they have undertaken a comprehensive claims reconciliation process that includes the filing of 88 omnibus claims objections and two omnibus schedule amendment motions that have, to date, resolved more than 4,900 proofs of claim representing more than $1.8 billion in asserted claim amounts and reduced nearly 600 of their scheduled claims by approximately $3.8 million. The Reorganized Debtors have also resolved or settled nearly 8,600 proofs of claim and scheduled claims, collectively representing an asserted value of approximately $126 billion through informal negotiations with creditors. The claims resolution process is ongoing and the Reorganized Debtors anticipate filing additional objections addressing a substantial portion of the remaining filed proofs of claim where consensual resolution with the creditors cannot be achieved, Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in New York, said in court papers. The Reorganized Debtors also relate that the U.S. Trustee has requested them to attach to each post-confirmation status report a disbursement schedule, illustrating the total disbursements made by each Debtor during the preceding fiscal quarter. The Reorganized Debtors disclose that they are not filing the disbursement schedule for the first fiscal quarter 2011 contemporaneously with the Third Status Report, but will supplement the Status Report with the quarterly disbursement schedule as soon as practicable. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. The new GGP, which will commence trading Nov. 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Debtors, U.S. Trustee Oppose Brown Rudnick's Fees ----------------------------------------------------------------- Reorganized GGP and Tracy Hope Davis, United States Trustee for Region 2, oppose Brown Rudnick LLP's request for final allowance of fees and expenses aggregating $3,375,483, incurred in connection with its role as counsel to holders of $1.55 billion 3.98% Exchangeable Notes due 2027. Brown Rudnick seeks its fee award for services rendered from March 19, 2009 through November 30, 2010 under Section 503(b)(3)(D) of the Bankruptcy Code. "Although Brown Rudnick attempts to take credit for steering the success of the Reorganized Debtors' Chapter 11 cases, it must concede as a result of the efforts of all the parties-in- interest, including Brown Rudnick, the Reorganized Debtors confirmed their Third Amended Plan of Reorganization, which resulted in payment in full of all unsecured debt " counsel to the Reorganized Debtors, Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in New York, points out. Mr. Youngman contends that Brown Rudnick's efforts, which were calculated to benefit the Exchangeable Notes holders first and foremost and which were no different than what the lawyers for many other constituencies did, do not warrant any reimbursement as a substantial contribution to the Chapter 11 cases, much less the $3.4 million sought from the Reorganized Debtors. Essentially, the actions taken by Brown Rudnick fall far short of constituting the type of "extraordinary actions" courts have held creditors must have performed to be reimbursed under Section 503(b)(3)(D), he insists. The fees and expenses sought are also not reasonable, Mr. Youngman argues. Browk Rudnick's fees far exceeded the fees and expenses claimed by other counsel to indenture trustee and many of its services were duplicative of the work performed by Foley & Lardner, LLP, counsel to Wilmington Trust Company, he points out. Indeed, a significant percentage of Brown Rudnick's fees were incurred after General Growth Properties, Inc. announced it intended to pay creditors in full, he asserts. The U.S. Trustee objects to Brown Rudnick's request because: (1) Brown Rudnick has not met its burden of proof to show that it made a substantial contribution to the Reorganized Debtors' estates as is required by the Bankruptcy Code and applicable case law. (2) Brown Rudnick is, in essence, seeking reimbursement for its professional fees rendered to a member of the Official Committee of Unsecured Creditors, which is not compensable pursuant to Section 503(b)(3)(F). (3) Even if the Court were to determine that a substantial contribution was made by the relevant parties in these Chapter 11 cases, the fees and expenses that Brown Rudnick seeks, which include fees and expenses for services rendered, are not reasonable. The Court will consider Brown Rudnick's application on May 3, 2011. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. The new GGP, which will commence trading Nov. 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Former Execs. Sue Over Slashed Retirement Benefits ------------------------------------------------------------------ Roxanne Palmer at Bankruptcy Law360 reports that more than 100 former General Motors Corp. executives filed suit under the Employee Retirement Income Security Act in Michigan on Monday, saying they are owed pension benefits that were cut during the company's bankruptcy proceedings. According to Law360, the plaintiffs said that General Motors LLC has improperly administered provisions of the executives' retirement plan that calls for reducing benefits over $100,000 per year by erroneously counting income from a separate retirement plan toward that total. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. GENTA INC: Has 151.33 Million Outstanding Common Shares ------------------------------------------------------- Genta Incorporated informed the U.S. Securities and Exchange Commission that the number of outstanding shares of its common stock par value $0.001 as of May 6, 2011, is 151,338,423. About Genta Incorporated Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB: GNTA) -- http://www.genta.com/-- is a biopharmaceutical company engaged in pharmaceutical (drug) research and development. The Company is dedicated to the identification, development and commercialization of novel drugs for the treatment of cancer and related diseases. EisnerAmper LLP, in Edison, New Jersey, expressed substantial doubt about Genta's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses from operations, negative cash flows from operations and current maturities of convertible notes payable. Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not include a going concern explanatory paragraph in its audit report on the Company's financial statements for fiscal 2009. The Company reported a net loss of $167.3 million on $257,000 of sales for 2010, compared with a net loss of $86.3 million on $218,000 for 2009. At Dec. 31, 2010, the Company's balance sheet showed $15.5 million in total assets, $26.8 million in total liabilities, and a stockholders' deficit of $11.3 million. GIORDANO'S ENTERPRISES: Court Orders Trustee to Take Over --------------------------------------------------------- Dow Jones' DBR Small Cap reports that a judge ordered a Chapter 11 trustee to take over Giordano's Enterprises Inc.'s bankruptcy case after a federal watchdog said it was unclear who's running the legendary Chicago pizza chain. Chicago, Illinois-based Giordano's Enterprises, Inc., was founded in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren and Joseph Boglio. In 1988, John and Eva Apostolou purchased control of Giordano's. Although this casual dining eatery offers a broad array of fine Italian cuisine, it is primarily know for its "Chicago's World Famous Stuffed Pizza". At present, Giordano's operates six company owned stores in Chicagoland, four joint venture stores, and thirty-five franchisee locations. In addition, Giordano's operates Americana Foods, Inc., located in Mount Prospect, Illinois, that serves as the commissary for the majority of food products purchased by the Illinois locations. An affiliated real estate holding company, Randolph Partners, LP, owns 12 restaurant buildings that are leased to four of the company-owned locations, two of the joint venture locations and six of the franchisee locations. The other 33 locations are leased from third party landlords; two for the Giordano's locations, two for the joint venture locations and 29 for the franchise locations. Giordano's is the lessee and subleases the restaurant facility for 22 of the 29 franchise third party leases. JBA Equipment Finance, Inc, another affiliated entity, leases restaurant equipment packages to eight franchisee locations. Giordano's Enterprises and 26 affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on Feb. 16, 2011. Six additional affiliates filed for Chapter 11 protection on Feb. 17, 2011. Kevin H Morse, Esq., and Michael L. Gesas, Esq., at Arnstein & Lehr, LLP, serve as the Debtor's bankruptcy counsel. Giordano's Enterprises estimated assets and debts of $0 to $50,000 in its Chapter 11 petition. Certain of the Debtors owe Fifth Third Bank not than $13,560,662, pursuant to loans and financial accommodations, and $31,927,998 under a business loan as of the Petition Date. Fifth Third has agreed to provide DIP financing of up to $35,983,563 to the Debtors. GSH HOLDINGS: Moody's Puts 'B3' Corporate Family Rating ------------------------------------------------------- Moody's Investors Service has assigned a first-time B3 Corporate Family Rating to GSH Holdings, the parent company of Harmony Foods Corporation d/b/a Santa Cruz Nutritionals. Moody's also assigned an instrument rating of B3 to up to $115 million of proposed senior secured notes currently being offered by Harmony Foods Corporation under Rule 144A of the Securities Act. The outlook is stable. The proposed senior secured notes originally were offered in the amount of $105 million; however, the company plans to expand size of the offering by $10 million. The proceeds from the note offering will be used primarily to retire a $41 million existing credit facility, fund a $65 million cash distribution to the equity sponsor Levine Leichtman Capital Partners and related parties (including a $20 million redemption of subordinated notes), and pay $8.5 million in fees and expenses. Ratings (LGD Assessments) Assigned GSH Holdings, Inc.: -- Corporate Family Rating at B3 -- Probability of Default Rating at B3 Harmony Foods Corporation d/b/a Santa Cruz Nutritionals: -- Senior secured debt at B3, LGD3 (46%) -- Other non-rated debt within the corporate family includes $20 million of proposed sponsor-held holding company notes at SCN Holdco, Inc. (parent company of GSH Holdings); and a $10 million undrawn senior secured bank revolving credit facility at Harmony Foods Corporation that ranks pari-passu with the senior secured notes. Rating Rationale The B3 Corporate Family Rating reflects the company's small size at approximately $85 million in run-rate revenues, relatively high financial leverage of approximately 5 times EBITDA, narrow product lines, and its private equity ownership that typically represents decapitalization risk. The rating is supported by the company's strong market shares in the growing confection-based soft-chew nutraceuticals category, organic annual sales growth rate in excess of 20%, high operating margins, and attractive industry growth trends. The B3 rating on the senior secured notes reflects the preponderance of secured debt in the proforma capital structure. The $20 million of proposed unsecured holding company debt and other unsecured claims that rank below the senior secured debt are not significant enough to warrant rating lift. Before an upgrade would be considered, Santa Cruz would need to generate steady organic revenue growth, maintain stable margins, and substantially reduce financial leverage. Quantitatively, SCN would likely need to sustain debt/EBITDA below 4 times before an upgrade would be warranted. A downgrade could occur if operating performance deteriorated such that sales growth weakened materially, EBITA margins fell sharply, or debt/EBITDA rose above 6.0 times. In addition, a downgrade could occur if further shareholder distributions caused credit metrics to weaken materially. Harmony Foods Corporation d/b/a/ Santa Cruz Nutritionals is the leading formulator and manufacturer of gummy nutraceuticals in the United States. The company estimates that it has an over 50% market share of gummy nutraceutical products sold in the United States and is typically the sole supplier of its products to customers. The company's products are currently grouped into five main categories: children's nutraceuticals (47%), adult nutraceuticals (20%), organic (11%), sports nutrition (9%) and fruit snacks (13%). For the most recently reported LTM period ended December 2010, sales approximated $82 million. The principal methodology used in rating GSH Holdings was the Global Packaged Goods Industry Methodology published n July 2009. HACIENDA GARDENS: Court OKs Dismissal of Reorganization Case ------------------------------------------------------------ The Hon. Charles Novack of the U.S. Bankruptcy Court for the Northern District Of California dismissed that Chapter 11 case of Hacienda Gardens, LLC. As reported in the Troubled Company Reporter on April 21, 2011, the dismissal of its bankruptcy case was conditioned upon: (a) payment in cash of all allowed and undisputed unsecured and priority claims; (b) deposit into an attorney trust account for 180 days after dismissal the sums necessary to pay its disputed claims; and (c) the granting of a deed of trust to secure payment of remaining administrative and unsecured claims, whose holders agree to payment of their deferred claims in this manner. The Debtor and its creditors believe that dismissal is now in the best interest of creditors and the estate. They have negotiated a division of proceeds from the sale of the commercial and retail portion of The Hacienda Garden Shopping Center to Michael T. LaBarbera for $17 million cash. With the LaBarbera sale having closed, the Debtor says it is prepared to pay in cash its allowed and priority claims other than one disputed claim for which cash will be held in trust, and the creditors who have agreed to accept a lien and deferred payment. Hence, the Debtor insists, dismissal of its case is appropriate under the circumstances. The Debtor was represented by: Michael W. Malter, Esq. Robert G. Harris, Esq. Roya Shakoori, Esq. Kristina A. Parson, Esq. BINDER & MALTER, LLP 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 Fax: (408) 295-1531 About Hacienda Gardens, LLC Cupertino, California-based Hacienda Gardens, LLC, owns and operates a commercial shopping center in San Jose, California. The Debtor leases the Center under the Ground Leases from the Rajkovich Family who own the underlying land. The Company filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 10-55423) on May 24, 2010. The Company estimated assets and debts at $10 million to $50 million. HARRY & DAVID: Reaches Deal with Committee, Noteholders on Plan --------------------------------------------------------------- Harry & David Holdings, Inc., has reached a resolution with the Official Committee of Unsecured Creditors in the Company's chapter 11 cases and holders of approximately 81 percent of the Company's public notes on the structure of a consensual Chapter 11 Plan. As part of this resolution, the Official Committee of Unsecured Creditors have committed their support to an amended Chapter 11 Plan structure and withdrew all objections to the Company's motions seeking approval of post-petition financing and certain plan-related relief. As part of the settlement, the unsecured creditors will drop their objections to Harry & David's bankruptcy financing and rights offering proposals The Company also announced that it has received final Bankruptcy Court approval for a $100 million first-lien debtor-in-possession revolving credit facility provided by the Company's secured lenders and for a $55 million second-lien DIP term loan provided by a group of holders of the Company's public notes. The court has also given final approval for up to $100 million in exit financing, which will be provided by the Company's current lenders, as well as for an amended agreement by supporting noteholders to backstop a $55 million rights offering that will provide Harry & David with the necessary equity financing to emerge from Chapter 11. "We are pleased that we were able to reach a consensus with our major constituents on the structure of a Chapter 11 Plan and that we have received the Court's final approval of our financing, both of which are key steps forward in our efforts to restore Harry & David to financial health," said Kay Hong, Chief Restructuring Officer and interim Chief Executive Officer. "We look forward to implementing our reorganization plan in order to emerge from this process as a stronger, healthier and more competitive company." As previously announced, the Company initiated voluntary Chapter 11 reorganization proceedings on March 28, 2011. About Harry & David Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek Orchards, Inc. -- is a multi-channel specialty retailer and producer of branded premium gift-quality fruit and gourmet food products and gifts marketed under the Harry & David(R), Wolferman's(R) and Cushman's(R) brands. It has 70 stores across the country. Harry & David Holdings filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10884) on March 28, 2011. Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed separate Chapter 11 petitions. The cases are jointly administered, with Harry David Holdings as lead case. Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors' local counsel. David G. Heiman, Esq.; Brad B. Erens, Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal counsel. Rothschild Inc. is the Debtors' investment banker. Alvarez & Marsal LLC is the Debtors' financial advisor. Garden City Group Inc. is the Debtors' claims and notice agent. McKinsey Recovery & Transformation Services U.S. LLC is being tapped as management consultants. Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock & Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles & Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP are counsel to principal noteholders. Moelis & Company is the financial advisor to the principal noteholders. Lowenstein Sandler has been retained as counsel to the unsecured creditors committee in the Harry & David bankruptcy case. The Debtors disclosed $304.3 million in total assets and $360.8 million in total debts as of Dec. 25, 2010. HARRY & DAVID: Gets Okay to Set Rights Offering Record Date ----------------------------------------------------------- Harry & David Holdings, Inc. issued this notice regarding its chapter 11 cases UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re HARRY & DAVID HOLDINGS, INC, et al.,(1) Debtors., Chapter 11, Case No. 11-10884 (MFW), (Jointly Administered) NOTICE OF ENTRY OF ORDER (I) AUTHORIZING THE DEBTORS TO DISTRIBUTE AN ACCREDITED INVESTOR QUESTIONNAIRE TO THEIR PUBLIC NOTEHOLDERS, (II) APPROVING PROCEDURES RELATED THERETO AND (III) SETTING RIGHTS OFFERING RECORD DATE PLEASE TAKE NOTICE OF: 1. On April 5, 2011, the above-captioned debtors (collectively, the "Debtors") filed a motion for authority to, among other things, (a) distribute an "Accredited Investor Questionnaire" to the holders of their public notes (collectively, the " Noteholders"), (b) establish procedures related thereto and (c) set a rights offering record date (Docket No. 115) (the "Accredited Investor Motion").(2) 2. On May 10, 2011, the Court entered an order granting the Accredited Investor Motion (Docket No. 287) (the "Accredited Investor Order"). The Accredited Investor Order establishes, among other things, a Rights Offering Record Date of May 13, 2011 at 5:00 p.m. New York City time and procedures the Debtors will use to determine which of their Noteholders are or are not Accredited Investors (the "Accredited Investor Procedures"). 3. Copies of the Accredited Investor Motion and the Accredited Investor Order are available (a) free of charge on the website of the Subscription Agent, The Garden City Group, Inc., at http://www.gcginc.com/cases/hador (b) for a fee at the Court's website at http://www.deb.uscourts.gov. (1) The Debtors are the following four entities (the last four digits of their respective taxpayer identification numbers, if any, follow in parentheses): Harry & David Holdings, Inc. (4389); Harry and David (1765); Harry & David Operations, Inc. (1427); Bear Creek Orchards, Inc. (7216). The address of each of the Debtors is 2500 South Pacific Highway, Medford, Oregon 97501. (2) Capitalized terms not otherwise defined herein shall have the meanings given to them in the Accredited Investor Motion. About Harry & David Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek Orchards, Inc. -- is a multi-channel specialty retailer and producer of branded premium gift-quality fruit and gourmet food products and gifts marketed under the Harry & David(R), Wolferman's(R) and Cushman's(R) brands. It has 70 stores across the country. Harry & David Holdings filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10884) on March 28, 2011. Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed separate Chapter 11 petitions. The cases are jointly administered, with Harry David Holdings as lead case. Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors' local counsel. David G. Heiman, Esq.; Brad B. Erens, Esq.; and Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal counsel. Rothschild Inc. is the Debtors' investment banker. Alvarez & Marsal LLC is the Debtors' financial advisor. Garden City Group Inc. is the Debtors' claims and notice agent. McKinsey Recovery & Transformation Services U.S. LLC is being tapped as management consultants. Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock & Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles & Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP are counsel to principal noteholders. Moelis & Company is the financial advisor to the principal noteholders. Lowenstein Sandler has been retained as counsel to the unsecured creditors committee in the Harry & David bankruptcy case. The Debtors disclosed $304.3 million in total assets and $360.8 million in total debts as of Dec. 25, 2010. INFOGROUP INC: Moody's Affirms B1 CFR; Puts B1 Rating on Bank Debt ------------------------------------------------------------------ Moody's Investors Service affirmed infoGROUP, Inc.'s B1 corporate family rating and B2 probability of default rating. Moody's also assigned a B1 rating to the proposed senior secured credit agreement, consisting of a $50 million revolving credit facility due 2016 and $410 million term loan due 2018. The ratings outlook remains stable. Ratings assigned: -- Proposed $50 million senior secured revolving credit facility due 2016 at B1 (LGD3, 33%); -- Proposed $410 million senior secured term loan due 2018 at B1 (LGD3, 33%). Ratings affirmed: -- Corporate family rating at B1; -- Probability-of-default rating at B2. -- Ratings affirmed and to be withdrawn at transaction closing; -- Senior secured revolving credit facility due 2015 at B1 (LGD3, 31%); -- Senior secured term loan due 2016 at B1 (LGD3, 31%). Ratings Rationale Proceeds from the proposed credit agreement will be used to refinance the existing credit facility and fund a dividend to the equity sponsor. The ratings affirmation reflects Moody's view that infoGROUP's credit metrics remain consistent with the B1 ratings category, even as the proposed refinancing increases leverage. infoGROUP's B1 corporate family rating reflects its moderately high pro forma leverage of over 4.0 times (adjusted for the proposed financing and including Moody's standard analytical adjustments), aggressive financial policy given the magnitude of the proposed dividend, increased debt levels, relatively soft revenue trends, and exposure to highly cyclical marketing spending trends. Notwithstanding these concerns, the rating is supported by pro forma credit metrics that are appropriate for the ratings category, the company's ability to improve EBITDA through cost reductions, and the expectation that a recovery in industry marketing spending should support growth. The stable ratings outlook reflects Moody's expectation that infoGROUP will modestly improve its earnings and reduce debt levels such that debt to EBITDA is reduced to 4.0 times and EBITDA less capex coverage of interest expense will remain above 3.0 times over the next year. The outlook also reflects Moody's expectation that there will not be additional dividend payments and that any acquisitions will be bolt-on in nature. The ratings could be downgraded if revenues/earnings weaken from current levels such that debt to EBITDA exceeds 5.0 times or EBITDA less capex coverage of interest expense is less than 2.0 times. Another dividend and/or debt-financed acquisition could also pressure the ratings. Moody's could upgrade infoGROUP's ratings if it can demonstrate meaningful organic revenue and earnings growth such that debt to EBITDA sustainably approaches 3.0 times and free cash flow to debt is sustained above 8%, while maintaining a conservative posture with respect to acquisitions and dividends. The ratings are subject to the conclusion of the transactions, as proposed, and Moody's review of final documentation. The principal methodology used in rating infoGROUP, Inc was the Global Business & Consumer Service Industry Rating Methodology, published October 2010. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Headquartered in Omaha, Nebraska, infoGROUP Inc. is a leading provider of business and consumer information, data processing and database marketing services. INNKEEPERS USA: Midland, Lehman Ali Say New Plan Unconfirmable -------------------------------------------------------------- Bill Rochelle, bankruptcy columnist for Bloomberg News, reports that two primary secured creditors, Lehman Ali Inc. and Midland Loan Services Inc. say Innkeepers USA Trust's newly revised reorganization plan can't be confirmed. Like Midland, Lehman Ali says the plan violates a court-approved agreement among the parties by allowing Apollo Investment Corp., Innkeepers' owner, to have a recovery that could amount to several million dollars. Lehman Ali and Midland both contend the revised plan takes money out of their pockets and gives it to Apollo. Lehman Ali, a non- bankrupt subsidiary of Lehman Brothers Holdings Inc., has $238 million in floating-rate mortgages on 20 of the Innkeepers properties. Midland is the servicer for $825 million of fixed- rate mortgage debt on 45 hotels. The hearing on the disclosure statement explaining Innkeepers' revised plan was moved from May 10 to May 11. Revised Chapter 11 Plan Mr. Rochelle reports that Innkeepers USA Trust filed a revised reorganization plan May 9 along with an updated disclosure statement incorporating the outcome of last week's auction where Cerberus Capital Management LP and Chatham Lodging Trust emerged as the winning bidders. The terms of the revised plan are: * Lehman Ali Inc. will be paid in full, although the amount of cash it is to be paid remains blank. Lehman Ali, a non- bankrupt subsidiary of Lehman Brothers Holdings Inc., has $238 million in floating-rate mortgages on 20 of the properties. * Midland will recover almost 88% although the revised plan does not say exactly what Midland will receive under the plan. * Holders of $131.3 million in mezzanine loans against the 65 hotels will recover about 12%. The disclosure statement has a blank where the amount of the cash payment to the mezzanine lenders is mentioned. * General unsecured creditors, with as much as $7 million in claims, will split up $4.65 million cash. Their recovery will range from 67.6% to almost full payment. About $70 million in loans made during the Chapter 11 case will be paid off from the purchase price paid by Cerberus and Chatham. * There will be no recovery for equity holders, including Apollo Investment Corp. which acquired the company in July 2007 in a $1.35 billion transaction. In return for a release, Apollo will pay Midland $3 million. * The Hilton Suites hotel in Anaheim, California, will be turned over to the Lehman parent that controls the mezzanine debt. The special servicer for the mortgage on the Hilton in Ontario, California, will take over the property and provide cash for what the disclosure statement calls a "small percentage recovery" for unsecured creditors. Sale to Cerberus and Chatham As reported by the Troubled Company Reporter on May 4, 2011, Innkeepers 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. According to DBR, the shareholders said the reason Chatham's bid went largely unchallenged is that very few potential bidders knew of the auction. 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. IPALCO ENTERPRISES: Moody's Gives Note Offering 'Ba1' Rating ------------------------------------------------------------ Moody's Investors Services has assigned a Ba1 rating to IPALCO Enterprises, Inc.'s (IPALCO) $400 million senior secured note Offering. The rating outlook is stable. Proceeds from the offering will be used to commence a tender offer to purchase for cash any and all of the outstanding $375 million senior secured notes maturing in November 2011, to redeem any of the notes remaining outstanding after completion of the tender offer, and to pay any related fees and expenses. IPALCO is the parent holding company of Indianapolis Power & Light Company (IPL: Baa2 senior unsecured, stable outlook), a vertically integrated utility that provides retail electric service in and around the city of Indianapolis. IPALCO's cash flows are comprised solely of dividends up-streamed from IPL. Ratings Rationale IPALCO's Ba1 senior secured rating reflects its 100% ownership by spec-grade rated AES Corporation (AES: B1 Corporate Family Rating, positive outlook) and a leveraged consolidated balance sheet offset in part by adequate financial metrics and a supportive regulatory environment. IPALCO is one of AES' largest and most stable sources of cash, with dividends averaging approximately $72 million over the past three years or approximately 94% of its consolidated net income. While IPALCO's consolidated financial performance is expected to weaken slightly in 2011, the company remains solidly positioned in the high Ba-rating category. Specifically, Moody's expects IPALCO's key consolidated financial metrics of cash flow from operations pre-changes in working capital (CFO-pre WC ) to debt and cash flow coverage of interest expense to be approximately 11.0% and 2.6 times, respectively, in 2011 compared to the three- year average of 12.6% and 2.8 times, respectively, during the period 2008-2010. The primary drivers for the reduced near-term performance include increased costs associated with a planned plant outage and reduced revenue from wholesale power sales. These metrics, however, are expected to improve to slightly more than 12% and 3 times, respectively, in 2012. During 2011, IPL intends to place a unit of its large coal-fired Petersburg generation station into an extended outage to allow for the installation of upgraded environmental control equipment. In addition to increased costs, the outage will reduce the amount of electric generation produced by the company. IPL is long generation, meaning its electric production capacity generally exceeds the load requirement from its service territory and it typically sells excess generation into the wholesale MISO market. During the past five years, wholesale revenues accounted for approximately 6% of IPALCO's total electric revenues. More normal operating activities are expected beginning 2012. The principal methodology used in this rating was Regulated Electric and Gas Utilities published in August 2009. IPALCO Enterprises, Inc., is headquartered in Indianapolis, Indiana. K-V PHARMACEUTICAL: Registers 20.03MM Common Shares --------------------------------------------------- K-V Pharmaceutical Company filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the possible offer by its stockholders to sell up to 20,038,410 shares of the Company's Class A Common Stock issuable upon the exercise of warrants held by the selling stockholders. The Company will not receive any of the proceeds from the exercise of the warrants or from the sale of the shares of the Company's Class A Common Stock by the selling stockholders. Except for underwriting discounts and selling commissions, which may be paid by the selling stockholders, the Company has agreed to pay the expenses incurred in connection with the registration of the shares of Class A Common Stock covered by the prospectus. The selling stockholders may sell the shares of Class A Common Stock from time to time at market prices prevailing at the time of sale, prices related to prevailing market prices or privately negotiated prices. The selling stockholders may sell the shares of Class A Common Stock to or through underwriters, brokers or dealers or directly to purchasers. Underwriters, brokers or dealers may receive discounts, commissions or concessions from the selling stockholders, purchasers in connection with sales of the shares of Class A Common Stock, or both. To the extent required, the shares of the Company's Class A Common Stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes the prospectus. The Company's Class A Common Stock is traded on the New York Stock Exchange under the symbol "KV.A". On May 3, 2011, the closing price of the Company's Class A Common Stock on the NYSE was $3.52 per share. A full-text copy of the Form S-1 prospectus is available for free at http://is.gd/ZlivGP About K-V Pharmaceutical Company K-V Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. K-V Pharmaceutical has not timely filed its Form 10-K for the year ended March 31, 2010 and its Form 10-Qs for the subsequent quarterly periods. The Company's independent accounting firm, KPMG, resigned on June 25, 2010, and the Company has tapped BDO USA, LLP, to audit the fiscal 2010 financial statements. The Company's balance sheet at Sept. 30, 2010 showed $294.21 million in total assets, $500.75 million in total liabilities and $206.54 million in total shareholders' deficit. KAUFMAN CRAYCROFT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Kaufman Craycroft Gardens, LLC c/o Mark Kaufman Kaufman Properties 3659 E. Thousand Oaks Boulevard Thousand Oaks, CA 91362 Bankruptcy Case No.: 11-13209 Chapter 11 Petition Date: May 9, 2011 Court: U.S. Bankruptcy Court District of Arizona (Tucson) Judge: James M. Marlar Debtor's Counsel: Eric Slocum Sparks, Esq. ERIC SLOCUM SPARKS PC 110 S. Church Avenue, #2270 Tucson, AZ 85701 Tel: (520) 623-8330 Fax: (520) 623-9157 E-mail: eric@ericslocumsparkspc.com Scheduled Assets: $1,565,656 Scheduled Debts: $5,447,699 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/azb11-13209.pdf The petition was signed by Mark Kaufman, manager/member. KE KAILANI: Parties Agree on Dismissal; Hearing on May 16 --------------------------------------------------------- The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the District of Hawaii will convene a hearing on May 16, 2011, at 9:30 a.m., to consider the motion to dismiss the Chapter 11 case of Ke Kailani Development, LLC. Objections, if any, are due May 11. Pursuant to the stipulation, Ke Kailani Partners LLC, a secured creditor of the Debtor, is asking for the dismissal of the Debtor's case. The stipulation is entered between the Debtor, secured creditors KKP and the Ke Kailani Community Association, The Association of Villa Owners of Ke Kailani and Mauna Lani Resort Association. KKP related that on March 31, the Court entered an order granting KKp's motion to determine that the Debtor is a single asset real estate Debtor. On May 2 hearing, KKP renewed its motion for relief of stay to proceed with the foreclosure action and appeal filed on Jan. 25. The Debtor informed the Court that it is unable to comply with the SARE order and orally withdrew its objection to MFR. At the hearing, the parties also agreed to will seek a consensual dismissal of the Chapter 11 case. KKP added that the stipulation will bar the Debtor to file subsequent voluntary petition until the closing of a sale of the property, subject to the foreclosure action. KKP is represented by: RUSH MOORE LLP A Limited Liability Law Partnership Susan Tius, Esq. 737 Bishop Street, Suite 2400 Honolulu, HI 96813-3862 Tel: (808) 521-0406 Fax: (808) 521-0497 E-mail: stius@rmhawaii.com STARN O'TOOLE MARCUS & FISHER A Law Corporation Terence J. O'Toole, Esq. Sharon V. Lovejoy, Esq. Richard J. Wallsgrove, Esq. 733 Bishop Street, Suite 1900 Honolulu, HI 96813 Tel: (808) 537-6100 E-mail: Totoole@starnlaw.com Slovejoy@starnlaw.com Rwallsgrove@starnlaw.com About Ke Kailani Development Honolulu, Hawaii-based Ke Kailani Development, LLC, is a company formed by ex-Home Box Office Chief Executive Michael Fuchs that planned to develop a $100 million luxury home subdivision on the Big Island. The Company sought Chapter 11 protection (Bankr. D. Hawaii Case No. 11-00019) on Jan. 5, 2011. The Debtor disclosed $43,573,092 in total assets, and $28,138,767 in total liabilities. The bankruptcy filing listed an affiliate of Texas-based Hunt Cos. as the largest creditor, with a $22 million claim. KENTUCKIANA MEDICAL: Must Raise $11 Million to Avert Liquidation ------------------------------------------------------ Ben Zion Hershberg at DNJ.COM reports that officers of the Kentuckiana Medical Center hope to raise $11 million from a California-based venture capital firm to avoid a liquidation order at a June 2 bankruptcy hearing. "Everyone hopes" we can raise the money by June 2, the report quotes David Cantor, the medical center's bankruptcy lawyer, told U.S. Bankruptcy Judge Basil Lorch at a hearing Tuesday in his New Albany courtroom. According to the report, the hospital has continued operating its 26 beds and obtained new financing to pay off $2.5 million in debt to a Tennessee bank that initially forced it into bankruptcy. But other debts haven't been paid and creditors on Tuesday continued to seek payments or guarantees that they will be paid. About Kentuckiana Medical Clarksville, Indiana-based Kentuckiana Medical Center LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 10-93039) on Sept. 19, 2010. David M. Cantor, Esq., at Seiller Waterman LLC, represents the Debtor. The Debtor scheduled $9,496,899 in assets, and $25,029,083 in liabilities. KEY DEVELOPERS: Payment to Management Firm Not Avoidable -------------------------------------------------------- Under Bankruptcy Code section 550, a bankruptcy trustee may recover the value of an avoided transfer from the immediate transferee of the initial transferee unless the immediate transferee proves that it took the transfer for value, in good faith, and without knowledge of its voidability. In this case, the Debtor, as developer of a condominium project, made a series of avoidable transfers to the condominium association, which in turn paid the Defendant management company for monthly management services. Under the circumstances, the Court concludes that the Defendant management company took the transfers for value, in good faith, and without knowledge of the voidability of the transfers. Accordingly, summary judgment will be entered in favor of the Defendant. Key Developers Group, LLC, developed The Place at Channelside, an urban mixed-use development project containing 244 residential condominium units, along with retail space and amenities, located in the Channelside Drive district in Tampa, Florida. During development, Key Developers Group created The Place at Channelside Condominium Association, Inc., to maintain, operate, and manage The Place upon completion. Key Developers Group was required to pay dues and fees and to provide shortfall funding to the COA with respect to management of The Place. During the 90 days before the Petition Date, the Debtor transferred a total of $60,000 to the COA's bank account to pay expenses of the COA. An additional $60,000 was debited from the Debtor's bank account and credited to the COA's bank account on March 6, 2008, the day after the Petition Date. The COA, in turn, paid Greenacre a total of $48,112.35 from the Pre-Petition and Post-Petition Transfers for property management services. The Liquidating Trustee brought the adversary proceeding (1) to avoid the Pre-Petition and Post-Petition Transfers under Bankruptcy Code sections 547 and 549; and (2) to recover the Pre- Petition and Post-Petition Transfers from the COA (as the initial transferee) and Greenacre (as the immediate transferee from the COA) under Bankruptcy Code section 550. Specifically, Counts I and II of the Amended Complaint seek avoidance of the Pre-Petition and Post-Petition Transfers made to the COA. Counts III and IV seek recovery of the Pre-Petition and Post-Petition Transfers from the COA and Greenacre, respectively. The suit is Phillip Von Kahle, as Successor Liquidating Trustee, v. Greenacre Properties, Inc., Adv. Pro. No.: 8:10-ap-00256 (Bankr. M.D. Fla.). A copy of Bankruptcy Judge Michael G. Williamson's April 15, 2011 Memorandum Opinion is available at http://is.gd/Bi94KTfrom Leagle.com. About Key Developers Tampa, Florida-based Key Developers Group LLC is a real estate developer. Its developments include a 469-unit, The Place at Channelside I and II. The Place at Channelside I, an-8-floor building, was completed in 2007, while The Place at Channelside II, a 32-floor building, was never built. Key Developers sought chapter 11 protection (Bankr. M.D. Fla. Case No. 08-02929) on on March 5, 2008, represented by Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser PA. When it filed for bankruptcy, the Debtor disclosed $100 million to $500 million in estimated assets, and $50 million to $100 million in estimated debts. KeyBank National Association, the Debtor's secured lender, proposed and prosecuted to confirmation a Chapter 11 plan for the Debtor's estate. The Bankruptcy Court confirmed that plan on Sept. 9, 2008, and Marika Tolz serves as the Liquidating Trustee. Ms. Tolz is represented by Seth P. Traub, Esq., and Steven M. Berman, Esq., at Shumaker Loop & Kendrick, LLP, in Tampa, Fla. LAX ROYAL: Employs Michael Sofris as General Counsel ---------------------------------------------------- LAX Royal Airport Center, LP, is authorized by the Court to employ Michael N. Sofris, Esq., as general counsel effective as of Jan. 19, 2011. Los Angeles, California-based LAX Royal Airport Center, LP, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-12333) on Jan. 19, 2011. Michael N. Sofris, Esq., of Beverly Hills, Calif., 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. LECG CORP: Suspending Filing of Reports with SEC ------------------------------------------------ LECG Corporation filed a Form 15 notifying of its suspension of its duty under Section 15(d) to file reports required by Section 13(a) of the Securities Exchange Act of 1934 with respect to its common stock, $0.01 par value per share. The holders of the notes as of May 6, 2011, total 166. About LECG LECG is a global litigation, economics, consulting and business advisory, and governance, assurance, and tax expert services firm with approximately 1,100 employees in offices around the world. LECG and certain of its subsidiaries are parties to a Credit Agreement dated as of May 15, 2007, as amended, with the Bank of Montreal and the syndicate bank members under the Credit Agreement. On Feb. 28, 2011, the parties to the Credit Agreement entered into the Tenth Amendment and Limited Duration Waiver to the Credit Agreement, which among things waived LECG's failure to be in compliance with certain representations and warranties and financial and non-financial covenants under the facility. The Limited Duration Waiver is the fourth the Company has received since Nov. 15, 2010. The Term Credit Facility matures on March 31, 2011 and approximately $27.8 million is outstanding under the facility. The Company said it does not have sufficient resources to repay amounts outstanding under the facility at this time. LEHMAN BROTHERS: Paulson May Reap Up to $726MM From Debt Trades --------------------------------------------------------------- Matt Wirz, Mike Spector and Tom McGinty, writing for The Wall Street Journal, report that hedge-fund manager John Paulson's Paulson & Co. is poised to reap profits between $350 million and $726 million on Lehman trades. The Journal relates Mr. Paulson's fund has been snatching up Lehman debt at steep discounts since the day the investment bank collapsed, betting prices would rise while panicked investors fled. Over two and a half years, Paulson & Co. purchased more than $7 billion worth of Lehman bonds in about 1,800 transactions. The average cost of those trades was just 13 cents on the dollar, according to the Journal's analysis. Some Paulson trades in the disclosures represent transfers of bonds from one of the firm's funds to another, slightly inflating the number of trades reported but not the overall average cost. The Journal also relates that a little-known hedge fund, Owl Creek Asset Management, also bought Lehman debt right after its downfall, and it is poised to reap a profit of as much as $71.6 million, the Journal analysis shows. Owl Creek representatives didn't respond to requests for comment. According to the Journal, Lehman disclosures show Paulson bought more than $251 million of Lehman bonds at about 35 cents on the dollar on the petition date. Paulson paid 12 cents on the dollar for the bonds in October and as little as eight cents on the dollar on Dec. 1, 2008. Paulson and its group have proposed a bankruptcy repayment plan for the Debtors. If that Plan is approved, Paulson stands to make a profit of about $726 million on the bond trades, a 78% return, according to the Journal's analysis. Creditors of Lehman's operating subsidiaries, led by Goldman Sachs Group Inc. and hedge-fund Silver Point Capital LP, have proposed an alternative plan that would only give bondholders 16 cents on the dollar. According to the Journal, even under that scenario, Paulson would earn a profit of about $350 million, or a 38% return, the analysis shows. The Paulson-led bondholders may ask these other creditors to reveal details of their trades. The Journal notes Owl Creek paid 13 cents on the dollar for its bonds, on average, a far lower price than several other hedge funds that placed bets on the debt. If bondholders recover 25 cents on the dollar, Owl Creek would turn a nearly $72 million profit, a 94% return on its $76 million investment. The Journal notes the figures are based on plans being considered in a federal bankruptcy court in New York and a Wall Street Journal analysis of investment disclosures related to the case. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEVELLAND/HOCKLEY: Wants Quick Approval of Tenaska Supply Deal -------------------------------------------------------------- The Lubbock Avalanche-Journal reports that Levelland/Hockley County Ethanol filed a motion in the U.S. Bankruptcy Court seeking expedited approval of the agreement with Tenaska BioFuels, a subsidiary of Tenaska Energy, to put the plant, closed since December, back to work. Tenaska supplies grain, natural gas and "denaturants" -- chemicals that make ethanol poisonous -- and then markets the ethanol and distilled grains the facility produces. Under the agreement, the plant would receive the net sales as processing fees for the work minus a fee in the range of 2.5% to 3.5% to Tenaska on the ethanol sales. In the pleading, the plant's management says the agreement benefits the plant and its creditors because it would demonstrate the plant's operational capacity and maximize its asset value, the report says. "While operating, the Debtor expects to propose a plan of reorganization that will repay all creditors and retain some value for its members that may be funded by new investment, a market purchaser or even through its operations alone," says the report, citing papers filed with the Court. About Levelland Ethanol Levelland/Hockley County Ethanol LLC is a Texas limited liability company that owns and operates a 40 million gallon per annum Ethanol production plant located in Levelland, Hockley county, Texas. The LLC has over 100 members many of whom are local farmers, business people and civic leaders. A recent appraisal of its facility values its assets, with the Plant under full operation, at over $51.5 million. Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-50162) on April 27, 2011, represented by lawyers at Block & Garden, LLP, in Dallas. In its petition, the Debtor estimated $50 million to $100 million in assets and $10 million to $50 million in debts. LINN ENERGY: S&P Affirms 'B+' CCR; Outlook Revised to Positive -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Linn Energy LLC and revised the outlook to positive from stable. "At the same time we assigned a 'B' rating to Linn's proposed $750 million senior unsecured notes , one notch below the corporate credit rating, with a recovery rating of '5', indicating our expectation of modest recovery (10% to 30%) in the event of a payment default," S&P stated. "The outlook revision reflects the potential for an upgrade over the next 12 months if Linn can maintain debt leverage of 3.5x or less, while continuing to pursue its acquisitive growth strategy," said Standard & Poor's credit analyst Paul B. Harvey. "We expect Linn to continue its mix of debt and equity funding for acquisitions, of which it has announced over $800 million year-to- date." In addition, the positive outlook reflects Linn's balance of natural gas and crude oil and natural gas liquid (NGL) reserves and production. The ratings on Linn Energy LLC reflect the company's growing midsize reserve base, aggressive financial leverage, and substantial quarterly distributions paid to unitholders. The low geological risk inherent in the company's reserve base, balanced production mix between natural gas and liquids, and substantial commodity price hedges partially offset these weaknesses. Linn Energy is a limited liability company. However, it resembles a master limited partnership (MLP) in several ways, and Standard & Poor's generally refers to the company as an exploration and production MLP. Most notably, Linn Energy pays out substantially all available cash flow to unitholders on a quarterly basis, and equity investors tend to value the company on a yield basis. Unlike an MLP, there is neither a general partnership interest nor incentive distribution rights. The rating outlook is positive. An upgrade is possible over the next 12 months if Linn is able to maintain adjusted debt leverage of about 3.5x or less and distribution coverage of at least 1.1x. We believe Linn may at times exceed its debt leverage target given its acquisition-driven growth strategy. Ratings could stabilize if run-rate debt leverage exceeds 4x with no near-term remedy, or reported distribution coverage falls below 1x. LOGIC DEVICES: Posts $104,500 Net Loss in March 31 Quarter ---------------------------------------------------------- LOGIC Devices Incorporated filed its quarterly report on Form 10-Q, reporting a net loss of $104,500 on $573,400 of net revenues for the three months ended March 31, 2011, compared with a net loss of $418,400 on $553,200 of net revenues for the three months ended March 31, 2010. The Company's balance sheet at March 31, 2011, showed $2.7 million in total assets, $391,500 in total liabilities, and stockholders' equity of $2.3 million. As reported in the Troubled Company Reporter on Jan. 3, 2011, Hein & Associates LLP, in Irvine, Calif., expressed substantial doubt about LOGIC Devices' ability to continue as a going concern, following the Company's results for the fiscal year ended Sept. 30, 2010. The independent auditors noted that the Company has suffered recurring losses from operations and requires additional funds to maintain its operations. A full-text copy of the Form 10-Q is available for free at: http://is.gd/Hke55z About LOGIC Devices Sunnyvale, Calif.-based LOGIC Devices Incorporated (Nasdaq: LOGC) -- http://www.logicdevices.com/-- develops and markets high- performance, low power digital integrated circuits and integrated modules that perform high-density storage and signal/image processing functions. The Company's products are used in video broadcasting, medical imaging, military, industrial, embedded, and telecommunications markets. MARONDA HOMES: 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 Maronda Homes, 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 Maronda Homes Maronda Homes, Inc., based in Clinton, Pennsylvania, near Pittsburgh, builds homes in Florida, Pennsylvania, Georgia and Kentucky. It filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 11-22418) on April 18, 2011. Joseph F. McDonough, Esq., at Manion Mcdonough & Lucas, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $100 million to $500 million and debts at $50 million to $100 million. Affiliates Maronda Homes, Inc. of Ohio (Bankr. W.D. Pa. Case No. 11-22422) and Maronda Homes of Cincinnati, LLC (Bankr. W.D. Pa. Case No. 11-22424) simultaneously filed separate Chapter 11 petitions on April 18, 2011. MASTEC INC: S&P Affirms 'BB-' CCR on Improved Credit Measures ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings, including the 'BB-' corporate credit rating, on MasTec Inc. "At the same time, we revised our outlook to positive from stable," S&P noted. "The outlook revision reflects the potential for a rating upgrade if MasTec continues to perform better than our expectations for the 'BB-' corporate credit rating," said Standard & Poor's credit analyst Sarah Wyeth. "We expect the company's revenues to continue growing through 2011 because of acquisitions and strength in some end markets, including wireless and natural gas. We also expect MasTec to maintain its 10% operating margin, which could result in total debt to EBITDA of less than 2x." Standard & Poor's ratings on MasTec reflect the company's significant financial risk profile and its weak business risk profile, characterized by exposure to the cyclicality of the company's primary end markets (the telecom and utilities industries) and significant customer concentration. MasTec is one of the 10 largest specialty engineering and construction contractors in the U.S. and has annual revenues of over $2 billion. The outlook is positive. "We could raise the ratings if the company appears likely to maintain its improved credit measures and if it adheres to a financial policy that could support a higher rating," said Ms. Wyeth. "On the other hand, we could revise the outlook to stable if we expect the company's operating performance to deteriorate or if we expect a debt- financed acquisition to result in total debt to EBITDA of about 3.5x for an extended period." MAUI LAND: Deregisters Unsold 1.43MM Common Shares Offering ----------------------------------------------------------- Maui Land & Pineapple Company, Inc., filed a Post-Effective Amendment No. 1 to the registration statement on Form S-3, pertaining to the registration of 1,432,836 shares of the Company's common stock issuable upon conversion of senior secured convertible notes. On Aug. 3, 2010, the Company repurchased all of the then outstanding Convertible Notes. None of the shares of Common Stock were issued under the Convertible Notes prior to the repurchase of the Convertible Notes. Accordingly, all of the 1,432,836 shares of Common Stock remain unsold. Pursuant to the undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any of the Common Stock being registered that remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the Common Stock that remains unsold under the Registration Statement. About Maui Land & Pineapple Company Maui Land & Pineapple Company, Inc. (NYSE: MLP) -- http://mauiland.com/-- is a landholding, real estate development and asset management company headquartered in Maui, Hawaii. The Company owns approximately 24,000 acres of land on Maui, including its principal development, the Kapalua Resort, a 1,650 acre master-planned, destination resort community. The Company's balance sheet at Dec. 31, 2010 showed $90.40 million in total assets, $114.65 million in total liabilities and $24.25 million in stockholders' deficiency. Liquidity Included in net income for 2010 were two significant non-cash items; (1) the $16.6 million in settlement and curtailment gains from the termination of postretirement health and life insurance benefits, and (2) the $27.6 million gain from the 2009 sale of the Plantation Golf Course. The Company reported negative cash flows from operations of $9.4 million for the year ended Dec. 31, 2010, which included $5.9 million of income tax refunds received. The Company had an excess of current liabilities over current assets of $25.7 million and a stockholders' deficiency of $24.2 million at Dec. 31, 2010. The excess of current liabilities over current assets is primarily due to deferred revenues related to the sale of the PGC and the Kapalua Bay Golf Course that are expected to be recognized in income in 2011. The Company has two primary credit facilities that have financial covenants requiring among other things, a minimum of $4 million in liquidity, a maximum of $175 million in liabilities, and a limitation on new indebtedness. Failure to satisfy the minimum liquidity covenants or to otherwise default under one credit agreement could result in a default under both credit agreements resulting in all outstanding borrowings becoming immediately due and payable. The Company has pledged a significant portion of its real estate holdings as security for borrowings under these credit facilities. Going Concern Doubt Deloitte & Touche LLP, in its audit report on the Company's financial statements for 2010, said, "the Company's recurring negative cash flows from operations and deficiency in stockholders' equity raise substantial doubt about the Company's ability to continue as a going concern." Deloitte & Touche also expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2009 results. The Company said in the Form 10-K that its cash outlook for the next twelve months and its ability to continue to meet its financial covenants is highly dependent on selling certain real estate assets in a difficult market. If the Company is unable to meet its financial covenants resulting in the borrowings becoming immediately due, the Company would not have sufficient liquidity to repay such outstanding borrowings. In addition, the Company is subject to several commitments and contingencies that could negatively impact its future cash flows, including commitments of up to $35 million related to its investment in Kapalua Bay Holdings, LLC to purchase the spa, beach club improvements and the sundry store, its ongoing dispute with the Ladies Professional Golf Association, a U.S. Equal Employment Opportunity Commission matter related to the Company's discontinued agricultural operations, and funding requirements related to the Company's defined benefit pension plans. MCCLATCHY CO: S&P Lowers CCR to 'B-' on Revenue Decline ------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Sacramento, Calif.-based The McClatchy Co. to 'B-' from 'B'. The outlook is stable. "The downgrade reflects our expectation that continued declines in advertising revenues will outweigh the company's cost reduction measures, resulting in steadily rising debt leverage over the intermediate term despite some modest debt reduction that will likely occur over the near term," said Standard & Poor's credit analyst Harold Diamond. The 'B-' corporate credit rating on Sacramento, Calif.-based McClatchy reflects Standard & Poor's expectation that advertising revenues will decline at a high-single-digit percent rate in 2011, and EBITDA will fall at a mid-double-digit pace. "We expect the sharp cost reductions realized in 2009 and 2010 will be more increasingly difficult to achieve," said Mr. Diamond. "We believe that debt leverage will rise as weaker operating performance offsets debt reduction." "The stable rating outlook reflects our expectation that the company will be able to maintain total lease- and pension-adjusted debt to EBITDA at less than 7x despite ongoing secular decline in print advertising revenue. Leverage in this range would provide some cushion in the event secular declines in print ad revenue worsen," S&P related. "We could downgrade McClatchy to the 'CCC' category if we become convinced that the pace of ad revenue decline will exceed our current expectation and the margin of compliance with financial covenants will narrow to under 5%," said Mr. Diamond. MESA AIR: Signs Post-Effective Date Deals with Bombardier, et al. ----------------------------------------------------------------- The Mesa Debtors, the Reorganized Debtors, and the Liquidating Debtors, on the one hand, and (i) Bombardier Inc., (ii) Investissement Quebec, (iii) IHI Corporation, and (iv) Transamerica Aviation LLC, (v) U.S. Bank National Association, (vi) AT&T Capital Services, Inc., and (vii) Embraer S.A. -- f/k/a Embraer-Empresa Brasileira de Aeronautica S.A. -- Rolls-Royce plc, and Refine, Inc., on the other hand, entered into separate post-effective date settlements regarding certain indemnity and other claims, among others. The Debtors are Mesa Air Group, Inc.; Mesa Air New York, Inc.; Mesa In-Flight, Inc.; Freedom Airlines, Inc.; Mesa Airlines, Inc.; MPD, Inc.; Ritz Hotel Management Corp.; Regional Aircraft Services, Inc.; Air Midwest, Inc.; Mesa Air Group Airline Inventory Management, LLC; Nilchii, Inc.; and Patar, Inc. The Reorganized Debtors are Mesa Air Group, Inc., Mesa Air New York, Inc., Mesa In-Flight, Inc., Freedom Airlines, Inc., Mesa Airlines, Inc., MPD, Inc., Regional Aircraft Services, Inc., Mesa Air Group Airline Inventory Management, LLC, and Nilchii, Inc. The Liquidating Debtors are Ritz Hotel Management Corp., Air Midwest, Inc., and Patar, Inc. The terms and conditions of the Debtors' Third Amended Joint Plan of Reorganization became effective on March 1, 2011. Pursuant to the Plan, the Post-Effective Date Debtors are authorized to settle or withdraw any objections to any Disputed Claims after the Effective Date without further Court order, subject to the consent of the Post-Effective Date Committee consistent with the terms of the Settlement Procedures Order or the Aircraft Rejection Damages Claims Settlement Procedures Order, as applicable. The Settlement Procedures Order permits the Post-Effective Date Debtors to settle general unsecured claims equal to or less than $250,000, and administrative, priority or secured claims equal to or less than $150,000 without Court approval or the consent of any other party-in-interest. Settlements of general unsecured claims over $250,000, and administrative, priority or secured claims over $150,000 require the Post-Effective Date Debtors to submit a proposed settlement for approval to the Post-Effective Date Committee. The Post-Effective Date Committee has given its consent to the settlement agreements among the applicable parties. (1) Bombardier Before the Petition Date, Mesa Airlines leased certain aircraft from various owner trustees. Each Aircraft was beneficially owned by the applicable owner participant. Mesa Air Group guaranteed Mesa Airlines' obligations under the Leases. The Owner Participants financed their purchase of the Aircraft from the various lenders. To induce (i) the Owner Participants to purchase the Aircraft and lease the Aircraft to the Mesa Airlines and (ii) the Lenders to finance the Owner Participants' purchase of the Aircraft, Bombardier agreed to issue certain limited guarantees for the benefit of the Owner Participants and the Lenders, which provided for certain payments that they would have otherwise received but for the rejection of the applicable Leases by Mesa Airlines. The Debtors, pursuant to general indemnity agreements with Bombardier, indemnified Bombardier for its obligations under the Guarantees. Mesa Air Group guaranteed Mesa Airlines' obligations under the Indemnity Agreements. The rejection of the Leases by the Debtors and the subsequent foreclosure or sale of the Aircraft by the controlling party triggered Bombardier's obligations to make the payments under the Guarantees to the Owner Participants and the Lenders, as applicable. Bombardier contractually agreed to make payments in the aggregate of $45,637,836 pursuant to the respective beneficiaries in accordance with the terms of the Guarantees -- Bombardier Indemnity Claims. Bombardier filed (i) Claim No. 1083 against Mesa Airlines and (ii) Claim No. 1080 against Mesa Air Group in unliquidated amounts for claims arising under the Indemnity Agreements for any amounts to be paid pursuant to the Guarantees. The Debtors, the Reorganized Debtors, and Bombardier have reached a settlement providing, among other things, that: * The Bombardier Indemnity Claims will be allowed in the amount of (i) $45,637,836 as a Class 3(e) General Unsecured Claim against Mesa Airlines and (ii) $45,637,836 as a Class 3(a) General Unsecured Claim against Mesa Air Group. * Claim Nos. 1080 and 1083 will be deemed amended in the allowed amounts of $45,637,836 each, and any and all other amounts requested by these proofs of claim will be disallowed. * The allowance of the Bombardier Indemnity Claims is in full and final satisfaction of all claims of Bombardier against the Debtors on account of the Bombardier Indemnity Claims. Other than the Bombardier Indemnity Claims and other claims that have been previously allowed by separate Court order or agreement, Bombardier releases all claims, demands, judgments and causes of action that it may have against the Debtors and the Post-Effective Date Debtors. (2) IQ Before the Petition Date, Mesa Airlines leased certain aircraft from an owner trustee. General Electric Capital Corporation was the owner trustee of the Aircraft. Mesa Air Group guaranteed Mesa Airlines' obligations under the Leases. GECC financed the purchase of the Aircraft from DVB Transport Finance Limited. To induce (i) GECC to purchase the Aircraft and lease it to Mesa Airlines and (ii) DVB to finance GECC's purchase of the Aircraft, IQ agreed to issue certain limited guarantees for the benefit of GECC and DVB, which provided for certain payments that they would have otherwise received but for the rejection of the applicable Leases by Mesa Airlines. The Debtors, pursuant to general indemnity agreements with IQ, indemnified IQ for their obligations under the Guarantees. Mesa Air Group guaranteed Mesa Airlines' obligations under the Indemnity Agreements. The rejection of the Leases by the Debtors and the subsequent foreclosure or sale of the Aircraft by the controlling party triggered IQ's obligations to make the payments under the Guarantees to GECC and DVB, as applicable. IQ made payments in the aggregate of $11,268,135 pursuant to the respective beneficiaries in accordance with the terms of the Guarantees -- IQ Indemnity Claims. IQ filed (i) Claim No. 1087 against Mesa Airlines in an unliquidated amount and (ii) Claim No. 1088 against Mesa Air Group in an unliquidated amount for claims arising under the Indemnity Agreements for any amounts to be paid pursuant to the Guarantees. After good-faith, arms-length negotiations, the Debtors, the Reorganized Debtors, and IQ have reached a settlement that provides, among other things: * The IQ Indemnity Claims will be allowed in the amount of $11,268,135 each, as Class 3(e) General Unsecured Claim against Mesa Airlines and as Class 3(a) General Unsecured Claim against Mesa Air Group. * Claim Nos. 1087 and 1088 will be deemed amended in their allowed amounts, and any and all other amounts requested by these proofs of claim will be disallowed. * The allowance of the IQ Indemnity Claims is in full and final satisfaction of all claims of IQ against the Debtors. Other than the Allowed IQ Indemnity Claims, IQ releases all claims, demands, judgments and causes of action that it may have against the Debtors and the Post- Effective Date Debtors. (3) IHI Corp. IHI Corp. filed Claim No. 1092 against Mesa Airlines in the aggregate liquidated amount of $18,284,689, of which $1,321,401 was requested as a Section 503(b)(9) administrative expense for goods delivered and received by the Debtor within 20 days before the Petition Date. The Reorganized Debtors, the Liquidating Debtors, and IHI Corp. have each independently analyzed the merits of IHI Corp.'s asserted claims, having taken into account any postpetition payments and desire to clarify the treatment and allowance of the Claim. They stipulate that: * IHI Corp. will have (i) pursuant to Section 503(b)(9) of the Bankruptcy Code, an allowed administrative expense claim for $889,415, and (ii) pursuant to Section 502 of the Bankruptcy Code, an allowed general unsecured claim for $17,393,043 against the estate of Mesa Airlines. The Unsecured Claim will be allowed as a Class 3(e) Unsecured Claim against Mesa Airlines. * The stipulation will be deemed to amend Claim No. 1092, and all other scheduled or filed claims for IHI Corp. are disallowed and expunged. (4) Transamerica Before the Petition Date, Mesa Airlines leased two CRJ-200 aircraft and two ERJ-145 aircraft -- each aircraft was owned by a separate trust of which Transamerica is the beneficial owner -- pursuant to written lease agreements, which were guaranteed by Mesa Air Group. Bombardier Capital, Inc. financed the purchase of the CRJ Aircraft by the Trusts, which in turn granted security interests in each of the CRJ Aircraft to U.S. Bank, as security trustee, for the benefit of Bombardier. Agencia Especial de Financiamento Industrial - Finame financed the purchase of the ERJ Aircraft by the Trusts, which in turn granted security interests in each of the ERJ Aircraft to U.S. Bank, as security trustee, for the benefit of Finame. Transamerica and the Debtors are parties to certain Participation Agreements and Tax Indemnity Agreements related to each Aircraft. The Debtors have rejected the Leases for each of the Aircraft. Transamerica filed these proofs of claim: Claim No. Amount --------- ------ N841MJ Claims 667 $2,704,841 1070 2,704,841 1436, amends 667 2,704,841 1437, amends 1070 2,704,841 567 2,704,841 568 undetermined 669 undetermined 1069 undetermined 1434, amends 1069 10,986,661 1435, amends 669 10,986,661 N840MJ Claims 668 2,695,853 1065 2,695,853 1460, amends 668 2,695,853 1461, amends 1065 2,695,853 566 2,695,853 569 undetermined 670 undetermined 1068 undetermined 1458, amends 1068 11,028,960 1459, amends 670 11,028,960 N77331 Claims 1277 unknown 1278 unknown N17337 Claims 1273 unknown 1274 unknown Claim Nos. 667, 668, 1065, 1070, 1436, 1460, 1461, and 1437 are still retained by Transamerica. Claim Nos. 566, 567, 568, 569, 669, 670, 1068, 1069, 1434, 1435, 1458, and 1459 have either been disallowed by the Court or transferred to Rolls Royce plc, Embraer - Empresa Brasileira de Aeronautica S.A., or to Refine, Inc., as trustee for Embraer. The Reorganized Debtors, the Liquidating Debtors, and Transamerica, as successor to TA Air XIII Corp. and Transamerica Aviation 429/448 Corp., have reached a settlement that resolves the issues that are or may be raised with respect to the amounts of the Claims. The terms of the settlement agreement include: * Claim No. 1437 will be reduced to and allowed at $446,787 against Mesa Airlines as a Class 3(e) General Unsecured Claim. Claim No. 1436 will be reduced to and allowed at $446,787 against Mesa Air Group as a Class 3(a) General Unsecured Claim. Any and all other Claims, whether filed or scheduled, related to the applicable Aircraft, including Claim Nos. 667 and 1070, will be disallowed and are expunged. * Claim No. 1461 will be reduced to and allowed at $441,072 against Mesa Airlines as a Class 3(e) General Unsecured Claim. Claim No. 1460 will be reduced to and allowed at $441,072 against Mesa Air Group as a Class 3(a) General Unsecured Claim. Any and all other Claims related to the applicable Aircraft, including Claim Nos. 668 and 1065, will be disallowed and are expunged. * Claim No. 1278 will be reduced to and allowed at $814,775 against Mesa Airlines as a Class 3(e) General Unsecured Claim. Claim No. 1277 will be reduced to and allowed at $814,775 against Mesa Air Group as a Class 3(a) General Unsecured Claim. Any and all other Claims related to the applicable Aircraft will be disallowed and are expunged. * Claim No. 1274 will be reduced to and allowed at $822,161 against Mesa Airlines as a Class 3(e) General Unsecured Claim. Claim No. 1273 will be reduced to and allowed at $822,161 against Mesa Air Group as a Class 3(a) General Unsecured Claim. Any and all other Claims related to the applicable Aircraft will be disallowed and are expunged. * Except as specifically provided, all other claims scheduled by the Debtors for Transamerica, TA Air, and Transamerica Aviation 429/448 are disallowed. (5) U.S. Bank U.S. Bank is the security trustee for certain lenders who financed the acquisition of certain aircraft that were leased to Mesa Airlines prepetition. U.S. Bank filed proofs of claim on behalf of the Lenders. Each Claim has been allowed pursuant to a prior Court order or a post-effective date stipulation between US Bank and the Post-Effective Date Debtors. The Reorganized Debtors, the Liquidating Debtors, and U.S. Bank now desire to resolve an outstanding issue with respect to distributions on the Claims. Among other things, the parties agree that: * Notwithstanding anything to the Debtors' Third Amended Joint Plan of Reorganization, the Post-Effective Date Debtors and U.S. Bank agree that distributions on the Claims made pursuant to the Plan will be made directly to the Lenders, and not to U.S. Bank. * The percentage interest held by each Lender will be redacted from any copy of the stipulation that is filed with the Court and will be kept confidential by the Debtors, except that it may be shared with the claims agent, if necessary, in connection with the management of the claims database. The claims agent may not disclose the percentage information to any third party. (6) AT&T Capital Before the Petition Date, Mesa Airlines leased three CRJ-20 aircraft pursuant to written lease agreements, which were guaranteed by Mesa Air Group. Each Aircraft was owned by a separate trust, of which AT&T Capital is the sole beneficial owner. Export Development Canada financed the purchase of the Aircraft by the Trusts. In turn, the Trusts granted security interests in each of the Aircraft to U.S. Bank, as security trustee, for the benefit of EDC. AT&T Capital and the Debtors are parties to Participation Agreements and Tax Indemnity Agreements related to each Aircraft. The Debtors and EDC entered into a Section 1110(b) Stipulation extending the 60-day period set forth in Section 1110(a)(2) of the Bankruptcy Code, which stipulation also established the terms for the Debtors' postpetition use, surrender and return of the Aircraft. The Debtors have rejected the Leases for each Aircraft. AT&T Capital filed these claims for amounts allegedly owing pursuant to the Participation Agreement and Tax Indemnity Agreement relating to the Aircraft: (i) Claim No. 434 for $3,313,018 against Mesa Airlines; (ii) Claim No. 437 for $3,313,018 against Mesa Air Group; (iii) Claim No. 435 for $3,187,530 against Mesa Airlines; (iv) Claim No. 438 for $3,187,530 against Mesa Air Group; (v) Claim No. 436 for $3,187,530 against Mesa Airlines; and (vi) Claim No. 439 for $3,187,530 against Mesa Air Group. The Reorganized Debtors, the Liquidating Debtors, and AT&T Capital have conferred about the Claims and after good-faith, arms-length negotiations have reached a settlement: * Claim No. 434 will be allowed for $1,666,666 as a Class 3(e) General Unsecured against Mesa Airlines. Claim No. 437 will be allowed for $1,666,666 as a Class 3(a) General Unsecured against Mesa Air Group. * Claim No. 435 will be allowed for $1,666,666 as a Class 3(e) General Unsecured against Mesa Airlines. Claim No. 438 will be allowed for $1,666,666 as a Class 3(a) General Unsecured against Mesa Air Group. * Claim No. 436 will be allowed for $1,666,666 as a Class 3(e) General Unsecured against Mesa Airlines. Claim No. 439 will be allowed for $1,666,666 as a Class 3(a) General Unsecured against Mesa Air Group. * While (i) Claim Nos. 434 and 437, (ii) Claim Nos. 435 and 438, and (iii) Claim Nos. 436 and 439 are each allowed for $1,666,666 against both Mesa Air Group and Mesa Airlines, in no event will AT&T Capital be entitled to recover more than $1,666,666 in cash or other Plan consideration that is equal to $1,666,666 on account of (i) both Claim Nos. 434 and 437 combined, (ii) Claim Nos. 435 and 438 combined, and (iii) Claim Nos. 436 and 439 combined. * Any and all other claims, whether filed or scheduled, are disallowed and expunged and not entitled to any distribution under the Plan. (7) Embraer Party Embraer manufactured the 36 Embraer ERJ-145 LR aircraft that were leased to Mesa Airlines. Rolls-Royce manufactured the Allison AE3007 engines attached to the Aircraft. The Aircraft and Engines were leased to Mesa Airlines pursuant to 36 leveraged leases, and Mesa Air Group guaranteed the Leases. The Aircraft were owned by trusts, of which either Wells Fargo Bank, Minnesota, N.A. or Wells Fargo Bank Northwest, N.A. is trustee. The Trusts were each beneficially owned by certain owner participants. Agencia Especial de Financiamento industrial - Finame financed the purchase of the Aircraft by the Trusts. In turn, the Trusts granted security interests in each of the Aircraft to U.S. Bank, as security trustee, for the benefit of Finame. The Debtors rejected the Leases pursuant to notices of rejection. To induce the various original Owner Participants to make their equity investment in Trusts that owned the Aircraft and to enter into the Leases, Embraer and Rolls-Royce agreed to issue certain equity guarantees for the benefit of the Owner Participants, which covered all or a portion of the scheduled equity termination values -- Support Payments. The Debtors, pursuant to general indemnity provision of the Participation Agreements, indemnified Embraer and Rolls-Royce for their obligations under the Equity Guarantees, which are "operative documents" under the Participation Agreements. Mesa Air Group guaranteed Mesa Airlines' obligations to Embraer and Rolls-Royce pursuant to the Participation Agreements. Under the general indemnity provision of the relevant Participation Agreements, Mesa Air Group and Mesa Airlines agreed to indemnify Embraer and Rolls-Royce for expenses, losses, liabilities, damages or additional amounts imposed on, incurred by or asserted against them, in any way relating to the Participation Agreements. After good-faith negotiations, Embraer and Rolls-Royce have settled the general indemnity claim against the Debtors for a total amount of $720,000 against Mesa Airlines and $720,000 against Mesa Air Group -- General Indemnity Claims. Mesa Airlines is also party to certain tax indemnity agreements with the Owner Participants, whereby the Debtor agreed to indemnify the Owner Participants directly for the imposition of certain tax liabilities and the loss of tax benefits which the Owner Participants would otherwise be entitled as the beneficial owner of the Aircraft. After engaging in good-faith settlement discussions, the Debtors, Embraer, and Rolls-Royce have reached a settlement of the TIA Claims for $22,430,699 against Mesa Airlines, and $22,430,699 against Mesa Air Group. The Reorganized Debtors, the Liquidating Debtors, and the Embraer Party have met and conferred regarding the Joint Support Claims, the General Indemnity Claims, and the TIA Claims. Among other things, they agreed that: * The Joint Support Claims will be allowed as: (i) $148,732,238 as a Class 3(e) General Unsecured Claim against Mesa Airlines and (ii) $148,732,238 as a Class 3(a) General Unsecured Claim against Mesa Air Group. * The General Indemnity Claims will be allowed as: (i) $720,000 as a Class 3(e) General Unsecured Claim against Mesa Airlines and (ii) $720,000 as a Class 3(a) General Unsecured Claim against Mesa Air Group. Claim Nos. 1137, 1140, 1222, and 1220 will be deemed amended. * The TIA Claims will be allowed as: (i) $22,430,699 as a Class 3(e) General Unsecured Claim against Mesa Airlines and (ii) $22,430,699 as a Class 3(a) General Unsecured Claim against Mesa Air Group. These will be allocated 100% to Refine. Claim Nos. 1139, 1141, 1224, 1223, 1033, 1034, 1138, and 1142 will be deemed amended and allowed. * Rejection damage claims under the Leases originally filed by Transamerica and subsequently transferred to Refine, as trustee for Rolls-Royce and Table, are disallowed. These are Claim Nos. 1434, 1069, 1435, 669, 1458, 1068, 1459, and 670. * Claim Nos. 440, 441, 442, 443, 444, 445, 446, 447, 448, 449, 450, 451, 452, 453, 454, 455, 456, 457, 458, 459, 1035, and 1037 are disallowed. These claims have been superseded and replaced by the TIA Claims that have been allowed. * Nothing in the stipulation affects in any way Claim No. 1221 asserted by Rolls-Royce. Each party will be responsible for its respective costs and expenses. About Mesa Air Mesa Air currently operates 76 aircraft with approximately 450 daily system departures to 94 cities, 38 states, the District of Columbia, and Mexico. Mesa operates as US Airways Express and United Express under contractual agreements with US Airways and United Airlines, respectively, and independently as go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company was founded by Larry and Janie Risley in New Mexico in 1982. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the Debtors. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Brett Miller, Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison & Foerster LLP, serve as counsel to the Official Committee of Unsecured Creditors. Judge Martin Glenn entered a final order confirming the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and its debtor affiliates on Jan. 20, 2011. Under the plan, the reorganized company will issue new notes, common stock and warrants to creditors. Unsecured creditors that are U.S. citizens will receive a combination of new notes and new common stock, while unsecured creditors that are Non-U.S. citizens will receive a combination of new notes and new warrants. An agreement with US Airways paved way for the filing of the plan. Mesa Air's Plan of Reorganization became effective March 1, 2011. The Company's restructuring accomplishments included elimination of 100 excess aircraft and associated leases and debt which contributed to the deleveraging of Mesa's balance sheet in the approximate amount of $700 million in capitalized leases and $50 million in debt, and extending the term of the code-share agreement with US Airways through September 2015. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MESA AIR: Imperial Capital Seeks $4.1 Million in Fees ----------------------------------------------------- Three professionals retained in the Chapter 11 case of Mesa Air seek the approval of their third and final fee applications covering the periods from Jan. 5, 2010 through March 1, 2011. Professional Period Fees Expenses ------------ ------ ---- -------- Imperial Capital, LLC 09/01/10- $4,100,000 $35,883 Debtors' financial 02/28/11 advisor and investment banker Imperial Capital, LLC 01/05/10- 5,280,645 108,438 02/28/11 Jones Day 09/01/10- 66,426 7,300 Debtors' special counsel 03/01/11 Jones Day 01/05/10- 1,343,501 109,082 03/01/11 Smith, Gambrell & Russell 09/01/10- 119,865 325 Debtors' special aviation 03/01/11 counsel Smith, Gambrell & Russell 01/05/10- 406,255 782 Debtors' special aviation 03/01/11 counsel About Mesa Air Mesa Air currently operates 76 aircraft with approximately 450 daily system departures to 94 cities, 38 states, the District of Columbia, and Mexico. Mesa operates as US Airways Express and United Express under contractual agreements with US Airways and United Airlines, respectively, and independently as go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company was founded by Larry and Janie Risley in New Mexico in 1982. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the Debtors. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Brett Miller, Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison & Foerster LLP, serve as counsel to the Official Committee of Unsecured Creditors. Judge Martin Glenn entered a final order confirming the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and its debtor affiliates on Jan. 20, 2011. Under the plan, the reorganized company will issue new notes, common stock and warrants to creditors. Unsecured creditors that are U.S. citizens will receive a combination of new notes and new common stock, while unsecured creditors that are Non-U.S. citizens will receive a combination of new notes and new warrants. An agreement with US Airways paved way for the filing of the plan. Mesa Air's Plan of Reorganization became effective March 1, 2011. The Company's restructuring accomplishments included elimination of 100 excess aircraft and associated leases and debt which contributed to the deleveraging of Mesa's balance sheet in the approximate amount of $700 million in capitalized leases and $50 million in debt, and extending the term of the code-share agreement with US Airways through September 2015. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MESA AIR: Files Post-Confirmation Report for First Quarter ---------------------------------------------------------- Mike Lotz, president and chief financial officer of Mesa Air Group, Inc., et al., submitted with the U.S. Bankruptcy Court for the Southern District of New York a post-confirmation quarterly summary report for the period from Jan. 1, 2011 to March 31, 2011. Mesa Air Group, Inc., et al. Condensed Consolidated Balance Sheet As of March 31, 2011 ASSETS Current Assets Cash and cash equivalents $33,380,000 Short-term investments 0 Restricted investments 9,604,000 Receivables, net of allowance 21,728,000 Inventories, net of allowance 19,243,000 Prepaid expenses and other assets 478,250,000 -------------- Total current assets 562,205,000 Property and equipment, net 471,526,000 Security and other deposits 4,734,000 Other assets 89,611,000 -------------- TOTAL ASSETS $1,128,076,000 ============== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Not Subject to Compromise: Current Liabilities Accounts payable $9,199,000 Air traffic liability 6,667,000 Other accrued expenses 66,819,000 Income tax payable 1,666,000 Deferred revenue & other current liabilities 0 -------------- Total current liabilities not subject to 84,351,000 compromise Deferred credits and other liabilities 70,229,000 Long-term deferred income tax 433,373,000 Other long-term debt postpetition 352,366,000 -------------- Total liabilities not subject to compromise 855,968,000 Liabilities subject to compromise 1,127,903,000 -------------- Total Liabilities 2,068,222,000 Stockholders' Equity Preferred stock, no par value, authorized 0 2,000,000 shares, none issued Common stock, no par value and additional 115,500,000 paid-in capital, 900,000,000 shares authorized; 175,217,249 and 175,217,249 shares issued and outstanding, respectively Deferred stock compensation 1,904,000 Retained earnings (1,057,549,000) -------------- Total shareholders' equity (940,146,000) -------------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $1,128,076,000 ============== Mesa Air Group, Inc., et al. Chapter 11 Post-Confirmation Unaudited Schedule of Cash Receipts and Disbursements For the Quarter Ending March 31, 2011 Beginning Cash Balance $43,421,769 All receipts received by Debtor: Cash sales 0 Collection of accounts receivable: Mesa Air Group, Inc. 0 Mesa Airlines, Inc. 130,209,503 Freedom Airlines, Inc. 0 -------------- Total collection of accounts receivable 130,209,503 Sale of debtor assets 0 Total cash received 130,209,503 -------------- Total cash available 173,631,272 -------------- All disbursements made by the Debtor: Disbursements made under the Plan, excluding 1,012,889 admin claims for bankruptcy professionals Disbursements made pursuant to administrative 3,218,827 claims of bankruptcy professionals All other disbursements made in the ordinary course: Mesa Air Group, Inc. 4,971,082 Freedom Airlines, Inc 65,546 Mesa Airlines, Inc. 110,441,702 MPD, Inc. 287,079 Regional Aircraft Services, Inc. 1,620,786 Air Midwest, Inc. 0 Mesa Air Group Airline Inventory Management, 18,633,709 LLC -------------- Total Disbursements (Operating & Plan) 140,251,621 -------------- Ending Cash Balance $33,379,651 ============== About Mesa Air Mesa Air currently operates 76 aircraft with approximately 450 daily system departures to 94 cities, 38 states, the District of Columbia, and Mexico. Mesa operates as US Airways Express and United Express under contractual agreements with US Airways and United Airlines, respectively, and independently as go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company was founded by Larry and Janie Risley in New Mexico in 1982. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the Debtors. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Brett Miller, Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison & Foerster LLP, serve as counsel to the Official Committee of Unsecured Creditors. Judge Martin Glenn entered a final order confirming the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and its debtor affiliates on Jan. 20, 2011. Under the plan, the reorganized company will issue new notes, common stock and warrants to creditors. Unsecured creditors that are U.S. citizens will receive a combination of new notes and new common stock, while unsecured creditors that are Non-U.S. citizens will receive a combination of new notes and new warrants. An agreement with US Airways paved way for the filing of the plan. Mesa Air's Plan of Reorganization became effective March 1, 2011. The Company's restructuring accomplishments included elimination of 100 excess aircraft and associated leases and debt which contributed to the deleveraging of Mesa's balance sheet in the approximate amount of $700 million in capitalized leases and $50 million in debt, and extending the term of the code-share agreement with US Airways through September 2015. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MGM RESORTS: MGM China Submits WPIP to HKSE in Connection with IPO ------------------------------------------------------------------ In connection with the proposed listing (the "IPO") of the shares of MGM China Holdings Limited, MGM China has on May 6, 2011, submitted a Web Proof Information Pack ("WPIP") to The Stock Exchange of Hong Kong Limited (the "HKSE") for publication on the HKSE's website. It is expected that the WPIP will be available for viewing and downloading from the HKSE's website on or about May 9, 2011. The proposed IPO and related transactions will be structured so that MGM Resorts International would obtain 51% ownership, and management control, of MGM China upon consummation of the offering. The full WPIP is available for free at http://is.gd/I9PcI1 MGM China is a newly formed listing vehicle that will become the owner of MGM Grand Paradise, S.A., the Macau-incorporated company that owns the MGM Macau resort and casino and the relating gaming subconcession, upon completion of the group reorganization. The posting of the WPIP is for the purpose of providing information to the public in Hong Kong and is prepared in accordance with the Rules Governing the Listing of Securities on the HKSE. The WPIP is in draft form and the information contained in the WPIP is incomplete and subject to change, which changes may be material. The WPIP contains, among other things, certain information about MGM China's business. Such information includes information relating to MGM China's operations, risk factors and property valuation, audited and unaudited financial statements, prospective financial information for the six-month period ending June 30, 2011, including forecasts of adjusted earnings before interest, tax, depreciation and amortization ("EBITDA") and profit attributable to the owners of MGM China for the six-month period ending June 30, 2011 (collectively, the "Profit Forecast"), and management's discussion and analysis of financial condition and results of operations for the three years ended Dec. 31, 2011. The audited and unaudited financial information and the Profit Forecast contained in the WPIP is presented in Hong Kong dollars and has been prepared in accordance with International Financial Reporting Standards ("IFRS") in accordance with the Hong Kong Listing Rules. IFRS differs in material respects from U.S. GAAP. About MGM Resorts Las Vegas, Nevada-based MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. MGM Resorts International reported a net loss of $89.87 million on $1.50 billion of revenue for the three months ended March 31, 2011, compared with a net loss of $96.74 million on $1.46 billion of revenue for the same period during the prior year. The Company's balance sheet at March 31, 2011 showed $18.76 billion in total assets, $15.84 billion in total liabilities, and $2.92 billion in total stockholders' equity. * * * As reported by the Troubled Company Reporter on Oct. 18, 2010, Standard & Poor's Ratings Services revised its rating outlook on MGM Resorts to stable from developing. At the same time, S&P affirmed all of its existing ratings on MGM, including the 'CCC+' corporate credit rating. The 'CCC+' corporate credit rating reflects MGM's significant debt burden, S&P's expectation for meaningful declines in cash flow generation in 2010, and the company's weak liquidity position. While MGM maintains a leading presence on the Las Vegas Strip, 2010 will be another challenging year for the Strip, and prospects for a meaningful rebound in 2011 are uncertain. The recent pricing of the primary offering of common stock has bolstered liquidity; however, the company's ability to weather the current downturn and continue to service its debt obligations over the longer term relies on continued progress toward addressing its challenging debt maturity schedule, as well as a substantial rebound in cash flow generation. The TCR also reported that Fitch Ratings revised the Rating Outlook for MGM Resorts to Positive following the company's equity issuance. In addition, Fitch affirmed the Issuer Default Rating at 'CCC'. MGM's 'CCC' IDR continues to reflect a credit profile with substantial credit risk. MGM's probability of default still displays a high sensitivity to an uninterrupted recovery in the Las Vegas market, significant reliance on a favorable refinancing and capital markets environment due to its heavy debt maturity schedule, a highly leveraged balance sheet despite potential debt reduction from the equity issuance, and a weak near-term free cash profile. In addition, MGM's obligation under the CityCenter completion guarantee continues to escalate, and Fitch believes the company is currently under-investing in its properties, which will likely impact asset quality. As reported by the TCR on March 4, 2011, Moody's upgraded MGM Resorts International's Corporate Family rating to B3 and its Probability of Default rating to Caa1. The upgrade reflects signs of modest improvement in demand trends in Las Vegas, debt repayment during 2010 from the proceeds of equity issuances, and completion of a new multi-year financing package for CityCenter (MGM's 50% owned project on the Las Vegas Strip.) MICROVISION INC: Posts $9 Million Net Loss in 1st Quarter --------------------------------------------------------- MicroVision, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $9.0 million on $1.1 million of revenues for the three months ended March 31, 2011, compared with a net loss of $9.1 million on $668,000 of revenues for the same period last year. The Company's balance sheet at March 31, 2011, showed $28.8 million in total assets, $12.5 million in total liabilities, and stockholders' equity of $16.3 million. As reported in the TCR on March 15, 2011, PricewaterhouseCoopers LLP, in Seattle, Washington, expressed substantial doubt about MicroVision's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered recurring losses from operations since inception and has a net capital deficiency. A complete text of the Form 10-Q is available for free at: http://is.gd/50O00i Redmond, Washington-based MicroVision, Inc. (NASDAQ: MVIS) -- http://www.microvision.com/-- provides the PicoP(R) display technology platform designed to enable next-generation display and imaging products for pico projectors, vehicle displays and wearable displays that interface with mobile devices. MIDWEST BANC: Creditors File Chapter 11 Plan of Liquidation ----------------------------------------------------------- BankruptcyData.com reports that Midwest Banc Holdings and its official committee of unsecured creditors filed with the U.S. Bankruptcy Court a Second Modified Chapter 11 Plan of Liquidation. The Plan proponents also filed a motion for approval of modifications to the Plan of Liquidation without the need for further solicitation of votes. This motion explains, "The modifications to the Plan do not adversely affect the treatment of the majority of claims or interests and should be approved without resolicitation." 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. MMRGLOBAL INC: Sees 600% Revenue Rise in 1st Quarter of 2011 ------------------------------------------------------------ MMRGlobal, Inc., announced that for the first quarter ended March 31, 2011, revenues are projected to be more than 600% of those reported in the first quarter of 2010. Revenues are also projected to have increased significantly when compared to the fourth quarter of 2010. The Company expects to release its first quarter 2011 financial results on May 16, 2011. About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial doubt about MMRGlobal's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2010, and 2009. The Company reported a net loss of $17.9 million on $972,988 of revenues for 2010, compared with a net loss of $10.3 million on $619,249 of revenues for 2009. At Dec. 31, 2010, the Company's balance sheet showed $2.2 million in total assets, $6.6 million in total liabilities, and a stockholders' deficit of $4.4 million. MOBILE ALABAMA: Court Rejects Bid for New Trial in Hoeppner Suit ---------------------------------------------------------------- District Judge Callie V. S. Granade denied the request of Mobile Alabama Associates, LLC, for renewed judgment as a matter of law or alternatively for new trial in the lawsuit, Mobile Alabama Associates, LLC, Plaintiff/Counter-Defendant, v. Hoeppner Construction Corporation, Defendant/Counter-Claimant, Civil Action No. 07-00432 (S.D. Ala.). Trial on the suit were held from March 9 through 13, 2009. MAA's claims for breach of contract, breach of express warranty, breach of implied warranty, negligence, wantonness, and fraud were presented to the jury along with Hoeppner's counterclaim for breach of contract. The jury found in favor of Hoeppner on all of the claims and found Hoeppner was entitled to damages in the amount of $270,500 on its counterclaim. After judgment was entered, Hoeppner moved for attorneys' fees and MAA moved for renewed judgment as a matter of law. However, before responses in opposition could be filed, MAA filed for Chapter 11 bankruptcy and the case was stayed pending completion of the bankruptcy proceedings or lift of the stay. A copy of the Court's April 22, 2011 Order is available at http://is.gd/GDrfTzfrom Leagle.com. With regard to Hoeppner's motions for attorneys' fees, the Court held that the amounts requested for attorneys' fees, expenses and pre-judgment interest should be awarded. However, the Court directed Hoeppner to detail or explain the amounts requested for post-judgment interest. Mobile Alabama Associates, LLC, in Coldwater, Michigan, filed for Chapter 11 bankruptcy (Bankr. W.D. Mich. Case No. 09-04796) on April 23, 2009. Larry A. Ver Merris, Esq. -- lav@dvbwlaw.com -- at Damon, Ver Merris, Boyko & Witte, PLC, in Grand Rapids, serves as bankruptcy counsel. The Debtor disclosed $4,500,001 in assets and $5,023,473 in debts in its petition. MONEY TREE: Posts $3.4 Million Net Loss in March 25 Quarter ----------------------------------------------------------- The Money Tree Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $3.4 million on $1.7 million of net revenues for the three months ended March 25, 2011, compared with a net loss of $1.2 million on $4.6 million of net revenues for the three months ended March 25, 2010. At March 25, 2010, the Company's balance sheet showed $38.6 million in total assets, $92.0 million in total liabilities, and a stockholders' deficit of $53.4 million. As reported in the Troubled Company Reporter on Dec. 28, 2010, Carr, Riggs & Ingram, LLC, in Tallahassee, Fla., expressed substantial doubt about The Money Tree's ability to continue as a going concern, following the Company's results for the fiscal year ended Sept. 25, 2010. The independent auditors noted that the Company has incurred recurring losses from operations and negative cash flows from operating activities and has a net shareholders' deficit. A complete text of the Form 10-Q is available for free at: http://is.gd/qE6bTh About The Money Tree Based in Bainbridge, Ga., The Money Tree Inc. -- http://themoneytreeinc.com/-- originates direct consumer loans and sales finance contracts in 91 locations throughout Georgia, Alabama, Louisiana and Florida. The Company is also engaged in sales of merchandise (principally furniture, appliances, and electronics) at certain finance company locations, and operates two used automobile dealerships in Georgia. MOUNT SINAI: Moody's Raises Long Term Ratings From 'Ba1' -------------------------------------------------------- Moody's Investors Service has upgraded to Baa3 from Ba1 the long- term ratings assigned to Mount Sinai Medical Center of Florida's (MSMC) outstanding debt issued through the City of Miami Beach Health Facilities Authority. The rating outlook remains positive at the higher rating level. Approximately $258 million of debt is affected by this action. Summary Rating Rationale: The upgrade to an investment grade rating of Baa3 follows measurable volume capture, particularly in higher end clinical areas such as cardiac services, that has translated into strong improvement in MSMC's financial profile in FY's 2009 and 2010 and provides improved debt coverage measures and fortified cash balances. These strengths are tempered by the competitive market in which MSMC operates, recently announced cuts to Medicaid funding in Florida and above average leverage measures. The positive rating outlook reflects our expectation that continued revenue and expense initiatives will result in maintenance of current operating margins and further strengthening of the system's cash position. Strengths * Material improvement in financial performance in FY 2009 and FY 2010, that has stabilized through the first 3 months of FY 2011. MSMC has more than doubled operating cashflow to $53.3 million from $20.5 million FY 2008, and generated two consecutive years of positive operating income before Foundation transfers * Cash position has strengthened to nearly $175 million at December 31, 2010, or 132 days, held by MSMC and Foundation (Foundation provides irrevocable guaranty to bonds) due to record high cash collections, stronger operating performance and positive equity market returns. MSMC investments are heavily weighted to fixed income securities and 100% of investments are available monthly * Late 2009 recruitment of highly productive cardiac surgeons, who were established in market, has translated into markedly increased cardiac volumes with open heart procedures rising to over 700 in 2010, a measurable increase over a low of 430 in 2008 * Counter to national trends which suggest 0% median growth in inpatient admission in 2010, MSMC reports inpatient admissions have grown by 5.6% between 2009 and 2010, exceeding the absolute growth open heart services, suggesting that market capture has been growing in several clinical specialties. * Clearly articulated operational imperatives to achieve much needed top line growth from diversified clinical services * All fixed rate debt structure with no derivatives; defined contribution benefit plan * Land associated with former campus at the Miami Heart Hospital is prime waterfront real estate on Miami Beach that can be monetized though timing remains uncertain * Sizable operating platform as a standalone facility in a highly consolidated provider market ($520 million in total operating revenue; 22,898 admission in 2010) Challenges * Recent FL budget proposals suggest as much as a 12% cut to state-wide Medicaid funding; with a growing share of revenues derived from Medicaid (12% of gross revenue in 2010) MSMC may be challenged to strengthen margins further * Debt levels remain high relative to operations (debt to revenue 51% in 2010 as compared with Baa3 median of 35.7%) and balance sheet liquidity (cash to debt 65.4% as compared with Baa3 median of 75.8%) * Pledged revenues declined in FY 2010 and Foundation resources have thinned following years of sizable transfers o balance medical center operations; however combined wealth has increased with the majority of unrestricted liquidity now an asset of MSMC * Losses related to physician practices have historically tempered operating momentum; continued growth of employed physicians could thin operating margins * Mid to long term plans for enterprise growth may prove to be dilutive as the use of debt or material cash reserves would be required to execute initiatives Detailed credit discussion: Legal Security: All outstanding bonds are secured by: a gross revenue pledge of the obligated group; a full and irrevocable guaranty of the Mount Sinai Medical Center Foundation (the Foundation) for principal and interest payments; a mortgage on MSMC's south campus; MSMC's right, title and interest in the ground lease on the land that the north campus is situated on, and; a negative pledge from the Medical Center and the Foundation. Debt Structure: The current debt structure is 100% fixed rate debt Interest Rate Derivatives: None Recent Developments FY 2010 performance reflects a break out year for MSMC, with operations providing a 2.6% margin before Foundation transfers of $10 million, continuing the momentum first noted at FYE 2009. Through the first quarter of FY 2011, operating income and inpatient volumes are stable to the comparable quarter of FY 2010 suggesting that initiatives around clinical growth are sustainable. Last year's recruitment of the foremost cardiac surgical group appears to have sustained the marked reversal of cardiac service trends at MSMC, a service for which MSMC has historically been known. Furthermore, MSMC's more diversified portfolio of services is evident in satellites in Aventura, Hialeah, and Coral Gables with increased outpatient presence in those markets, particularly as inpatient volumes grew over 5% in FY 2010. Though Moody's see the fundamental characteristics of the market presenting pervasive challenges, including: heavy competition from a consolidated provider market, especially for the more profitable services; potential for sizable reductions in Medicaid reimbursement, and; shifting demographic trends on Miami Beach toward a younger population, a concerted effort by MSMC management to rebuild cardiac, grow neurology and expand its outpatient footprint have translated into a sold trend of financial performance which appears to be sustained. MSMC posted an improved operating profile (adjusted for investment income and Foundation transfers) of $13.4 million (2.6% margin) and operating cash flow of $53.3 million (10.3% margin) from a marginal gain of $1.0 million (0.2% margin) and $41.5 million operating cash flow (8.1% margin) in FY 2009. The upturn in performance can largely be attributed to the fortified cardiac program and expense controls. Expenses declined by 0.7% in FY 2010 after rising just 1.5% in FY 2009. Key financial ratios have improved notably with debt to cash flow falling to a more favorable 4.8 times from 6.2 times at FYE 2009 and maximum annual debt service coverage climbing to 3.2 times, which exceeds the Baa3 median of 2.4 times. Ability to continue to grow top line revenue from the core clinical enterprise and generate profitable operations (before accounting for Foundation transfers) remains a crucial element to further rating improvement. Absolute unrestricted liquidity improved to $174.6 million at FYE 2010 from $137.8 million at FYE 2009 due largely to improved operating performance. As a result, unrestricted liquidity measures improved to nearly 132 days cash on hand and 65% cash-to- debt in FY 2009 from 103 days cash on hand and 53% cash-to-debt in FY 2008. Nonetheless, resources remain modest and leveraged for an organization of this size and for the Baa3 rating category. Leverage is evidenced by debt to revenue of 51%. Balance sheet resources are highly liquid, while the all fixed rate debt structure without derivatives and defined contribution pension plan limit unexpected demands on liquidity. Finally, strategic capital projects are being considered for the longer term, however, management reports that new money borrowings are not expected in FY 2011. The MSMC Foundation, which provides explicit and unconditional support to the clinical operations, will likely provide for a portion of MSMC's larger strategic capital needs through its considerable fundraising strength though unrestricted liquidity has tempered measurably following the multiple year funding of medical center losses with cash transfers. Capital spending has been modest in recent years, to preserve cash, and we note that the average age of plant has increased to over 12 years. Enterprise growth may prove to be dilutive as the use of debt or material cash reserves would be required to execute large scale initiatives that could include additional clinical footprints for access points. Outlook The positive rating outlook reflects our expectation that continued revenue and expense initiatives will result in maintenance of current operating margins and further strengthening of the system's cash position. What could change the rating -- Up Demonstrated ability to at least meet fiscal year 2011 operating budget and strategies to further improve margins, sustained volume growth, growth in unrestricted cash and no incremental debt What could change the rating -- Down Departure from current operating results; inability to sustain current liquidity levels; marked volume declines that translate into eroding margins and market share loss; excessive capital spending without financial strengthening Key Indicators Assumptions & Adjustments: -- Based on financial statements for Mount Sinai Medical Center of Florida, Inc. & Subsidiaries -- First number reflects audit year ended December 31, 2009 -- Second number reflects audit year ended December 31, 2010 -- Transfer from Foundation of $10 million reclassified to non- operating income from other operating income in FY's 2009 and 2010, respectively -- Investment gains of $2.4 million and $1.5 million reclassified to non-operating income from other operating income in FY's 2009 and 2010, respectively -- Investment returns smoothed at 6% unless otherwise noted * Inpatient admissions: 21,682; 22,898 * Total operating revenues: $511.1 million; $519.8 million * Moody's-adjusted net revenue available for debt service: $59.9 million; $73.9 million * Total debt outstanding: $261 million; $266.9 million * Maximum annual debt service (MADS): $22.8 million; $22.8 million * MADS Coverage with reported investment income: 2.4 times; 2.9 times * Moody's-adjusted MADS Coverage with normalized investment income: 2.6 times; 3.2 times * Debt-to-cash flow: 6.2 times; 4.8 times * Days cash on hand: 103 days; 132 days * Cash-to-debt: 53%; 65% * Operating margin: 0.2%; 2.6% * Operating cash flow margin: 8.1%; 10.3% Rated Debt Series 1998, fixed rate Series 2001A, fixed rate Series 2004, fixed rate Contact: Issuer: Alex Mendez, Senior Vice President & Chief Financial Officer, (305) 674-2089 The last rating action was on July 9, 2010, when the rating was upgraded to Ba1 with a positive outlook. The principal methodology used in this rating was Not-for-Profit Hospitals and Health Systems published in January 2008. MP-TECH: Has Final Approval for Loan from Joon LLC -------------------------------------------------- Bill Rochelle, bankruptcy columnist for Bloomberg News, reports that MP-Tech America LLC received final authority on May 6 to borrow $1.8 million from Joon LLC, also known as Ajin USA. At the outset of the Chapter 11 case, MP-Tech said it intended to sell the business to Joon. The new loan is secured by a lien subordinate to existing secured credits. Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts for Kia Motors Corp. and Hyundai Motor Co. at their plants in Georgia and Alabama. It filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 11-30895) on April 8, 2011. The Debtor estimated assets and debts of $10 million to $50 million as of the Chapter 11 filing. The Debtor has a $15 million secured debt to Korea Development Bank. MSR RESORT: Wants Exclusivity Period Extended --------------------------------------------- Samuel Howard at Bankruptcy Law360 reports that Paulson & Co. Inc.-owned MSR Resort Golf Course LLC asked a bankruptcy judge in New York on Tuesday for more time to put together a reorganization focused on slashing Hilton Worldwide's management fees and selling Miami's iconic Doral resort. MSR Resort requested an extension of the exclusivity period so that the debtor can focus on streamlining its operations and drawing up a Chapter 11 plan built on the sale of Doral Golf Resort, according to Law360. About MSR Resort MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels with over 5,500 guest rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc., a joint venture affiliated with Winthrop Realty Trust, and affiliates of Capital Trust, Inc. Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts before the Jan. 28 foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. In its schedules, debtor MSR Resort disclosed $59,399,666 in total assets and $1,013,213,968 in total liabilities. MTG INC: Court Denies Ch.7 Trustee's Bid for Turnover of Docs. -------------------------------------------------------------- Guy C. Vining, the trustee in the Chapter 7 bankruptcy case of MTG, Inc., seeks a panoply of relief against defendant Charles J. Taunt, and Charles J. Taunt & Associates, as well as limited injunctive relief against defendant Plunkett & Cooney, P.C. The Chapter 7 Trustee seeks an order compelling Mr. Taunt, his counsel, and Plunkett & Cooney to immediately turn over to the Chapter 7 Trustee any and all original documents in their possession that are property of the MTG bankruptcy estate. The Chapter 7 Trustee also seeks an order imposing sanctions in the form of monetary and other relief against Mr. Taunt, including attorney fees and expenses, and including an order precluding the Defendants from attempting to prove certain things regarding MTG's pre-petition financial condition, including certain propositions regarding the legitimacy and quality of MTG's accounts receivable. In his April 15, 2011 Opinion, Bankruptcy Judge Thomas J. Tucker held that no relief should be granted on either of these motions, and that the motions should be denied. To the extent the motions seek an order compelling Mr. Taunt, his counsel, or Plunkett & Cooney to turn over to the Trustee all original documents that the Trustee contends are property of the MTG bankruptcy estate, the motions are now moot. This is so because (1) the Trustee received, in open court, from Mr. Taunt and his counsel, all of the original documents in question on Dec. 17, 2008; and (2) Mr. Taunt, his counsel and Plunkett & Cooney and its counsel, have represented on the record that they do not have any other original MTG documents; and the Trustee has not demonstrated otherwise. With respect to the aspects of the Trustee's motions that are not moot, no relief will be granted, for these reasons: -- In order to obtain a turnover order under 11 U.S.C. Sec. by Mr. Taunt or his counsel to turn over original documents that are property of the bankruptcy estate, the Trustee was required to file an adversary proceeding seeking such relief, under Fed.R.Bankr.P. 7001(1). The Trustee did not file such an adversary proceeding, but rather sought such relief by motions filed in the main bankruptcy case and its adversary proceeding captioned, Guy C. Vining, v. Comerica Bank, et al., Adv. Pro. No. 03-4950 (Bankr. E.D. Mich.). To date, however, neither this nor any other adversary proceeding includes any claims by the Trustee for the turnover relief sought by the Trustee's present motions. -- To obtain any relief under Sec. 542(a) based on Mr. Taunt's failure to turn over property of the estate to the Trustee, the Trustee has the burden of demonstrating, among other things, that the property in question is of more than inconsequential value or benefit to the estate. The Trustee failed to demonstrate that the original documents at issue have more than an inconsequential value or benefit to the MTG bankruptcy estate. -- The Trustee's plea for relief is not helped by his argument that Mr. Taunt's withholding of these original documents was a violation of the automatic stay. While there may have been a technical violation of the automatic stay, no relief for such violation would be appropriate in this case. -- The Court cannot award the Trustee any relief based on Fed.R.Civ.P. 37, which applies in the adversary proceeding under Fed.R.Bankr.P. 7037. The Trustee has not demonstrated that any of the provisions of Rule 37 that authorize sanctions apply in this context. Neither of the Trustee's motions can be fairly construed as a motion to compel discovery under Rule 37. And with respect to the original documents at issue, the Trustee cannot point to any discovery order of the Court, entered in either the main bankruptcy case or in the adversary proceeding, that Mr. Taunt or his counsel violated. The bankruptcy case is In the matter of: MTG, Inc., Chapter 7, Debtor (Bankr. E.D. Mich. Case No. 95-48268). A copy of Judge Tucker's April 15 Opinion is available at http://is.gd/DwNAULfrom Leagle.com. NAVIOS MARITIME: Moody's Assigns 'B3' Rating to Notes Due 2019 -------------------------------------------------------------- Following review of the final documentation, Moody's Investors Service has assigned a definitive B3 rating to the US$350 million worth of senior unsecured notes, due in 2019, co-issued by Navios Maritime Holdings Inc. and Navios Maritime Finance II (US) Inc., issued on January 28, 2011. Navios's corporate family rating (CFR) is B1 and the outlook on the ratings is stable. Moody's understands that Navios intends to use the proceeds from the notes to repay outstanding amounts under its USD300 million worth of unsecured bonds, due in 2014, and for general corporate purposes. Ratings Rationale Moody's definitive rating on this debt obligation is in line with the provisional rating assigned on January 13, 2011. Moody's rating rationale was set out in a press release issued on that date. Moody's most recent rating action on Navios was implemented on January 13, 2011, when the rating agency assigned a provisional (P) B3 rating to the proposed senior notes to be issued by Navios. The principal methodologies used in this rating were Global Shipping Industry published in December 2009, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Navios is a vertically integrated global seaborne shipping company, specialising in the worldwide carriage, trade, storage and other related logistics of international dry-bulk cargo transportation. As of March 31, 2011, Navios controls a fleet of 44 active vessels (the group's core fleet), with an aggregate carrying capacity of 4.8 million deadweight tonnes (dwt) and an average age of 4.7 years. The group's revenues totalled USD680 million for the year ended December 31, 2010. NCL CORP: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Miami-based NCL Corp. Ltd. to 'B+' from 'B'. "At the same time, we revised our recovery rating on the company's 11.75% senior secured notes to '1' from '2' and raised our issue- level rating on these securities to 'BB' (two notches above our 'B+' corporate credit rating on the company) from 'B+' in accordance with our notching criteria for a recovery rating of '1', which reflects our expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. The revised recovery rating reflects an extension of our simulated default year by one year to 2015 in conjunction with the higher corporate credit rating, resulting in lower revolving credit facility borrowings (which are secured by the same collateral as the 11.75% notes) at default due to required commitment reductions. The reduced revolver borrowings results in an increase in value available to the 11.75% notes," S&P stated. S&P continued, "We also raised our issue-level rating on NCL's 9.5% senior notes to 'B+' (at the same level as the corporate credit rating) from 'B' in accordance with our notching criteria for a recovery rating of '4', which did not change and reflects our expectation for average (30% to 50%) recovery for lenders in the event of a payment default. The outlook is stable." "The upgrade reflects the company's good operating momentum, which we expect will likely result in NCL improving credit measures and sustaining them at levels in line with a 'B+' rating," explained Standard & Poor's credit analyst Emile Courtney. While the company's 21% increase in net revenue and 38% increase in EBITDA in the March 2011 quarter largely reflects significant additional capacity from the introduction to the fleet of Norwegian Epic in June 2010, the significant EBITDA improvement was also due to good yield performance and better-than-expected cost management that partly offset increased fuel expense. Net yield increased 3.8% in the March 2011 quarter (omitting the one-month charter in February 2010 for the Vancouver Winter Olympics), which was in line with our expectation, and net cruise costs per capacity day decreased 1.3% including fuel. NCOAT INC: Plan Filing Exclusivity Expires May 14 ------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina has extended nCoat Inc and its debtor-affiliates' exclusive period to file a disclosure statement and proposed plan of reorganization to May 14, 2011, and the Debtors' exclusive period to confirm a plan of reorganization to July 13, 2011. About nCoat Inc. nCoat, Inc., filed for Chapter 11 protection on August 16, 2010 (Bankr. M.D. N.C. Case No. 10-11512). John A. Northen, Esq., and Vicki L. Parrott, Esq., who have offices in Chapel Hill, North Carolina, represents the Debtor. The Debtor disclosed $1,375,746 in assets and $913,619,139 in debts. Affiliates High Performance Coatings, Inc. (Bankr. M.D. N.C. Case No. 10-11515); MCC, Inc., dba Jet Hot (Bankr. M.D. N.C. Case No. 10-11514); and nTech, Inc. (Bankr. M.D. N.C. Case No. 10-11513) file separate Chapter 11 petitions on August 16, 2010. William B. Sullivan and Womble Carlyle Sandridge & Rice, PLLC, represent the Official Committee of Unsecured Creditors. NMT MEDICAL: Seals Bid Sale of Intellectual Property on June 10 --------------------------------------------------------------- On June 10, 2011, NMT Medical, Inc. intellectual property, which has been assigned to Joseph F. Finn, Jr., C.P.A. of the firm Finn, Warnke & Gayton, LLP will be liquidated for the benefit of NMT Medical creditors. NMT Medical, Inc. was an advanced medical technology company that designed, developed, manufactured and marketed proprietary implant technologies that allowed interventional cardiologists to treat structural heart disease through minimally invasive, catheter- based procedures. More than 32,000 patients have been treated globally with its minimally invasive, catheter-based implant technology. The intellectual property, patents, etc. will be sold at a sealed bid sale on Friday, June 10, 2011 at 12:00 p.m. Persons interested in bidding must sign a Confidentiality Disclosure Agreement ("CDA") obtained from Finn's Office jffinnjr@finnwarnkegayton.com or 781-237-8840. They will then receive a bid package. About Joseph F. Finn Joseph F. Finn, Jr., C.P.A. is a founding partner of the firm Finn, Warnke & Gayton -- http://www.finnwarnkegayton.com-- Certified Public Accountants of Wellesley Hills, Massachusetts. He works primarily in the area of management consulting for distressed enterprises, bankruptcy accounting and related matters, such as assignee for the benefit of creditors and liquidating agent for a corporation. NORTEL NETWORKS: European Units to Make $10 Billion in Claims ------------------------------------------------------------- Bill Rochelle, bankruptcy columnist for Bloomberg News, reports that European affiliates of Nortel Networks Inc. and its Canadian parent are expected to assert about $10 billion claims in the U.S. and Canadian bankruptcies, the bankruptcy judge in Delaware was told at a hearing yesterday. The European affiliates are in bankruptcy in the U.K. Resolution of the disputed claims will delay distributions to other creditors in the U.S. and Canadian bankruptcies, even though almost all of Nortel's assets have been sold. Lance Duroni at Bankruptcy Law360 relates that a group of largely European Nortel affiliates in bankruptcy in the U.K. have already filed $9.8 billion in claims against parent company Nortel Networks Corp. in its Canadian restructuring and will file similar intercompany claims against the U.S. debtors by June 1. About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was once North America's largest communications equipment provider. It has sold most of the businesses while in bankruptcy. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009. Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. On May 28, 2009, at the request of the Administrators, the Commercial Court of Versailles, France ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in this Court for recognition of the English Proceedings as foreign main proceedings under chapter 15 of the Bankruptcy Code. Nortel Networks divested off key assets while in Chapter 11. In March 2009, the U.S. Bankruptcy Court entered an order approving the sale of the Layer 4-7 assets to Radware Ltd. as the successful bidder at auction. In July 2009, Nortel sold its CDMA and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ). In September 2009, the Court Nortel sold its Enterprise Solutions business to Avaya Inc. In October 2009, the Court approved the sale of assets associated with Nortel's Next Generation Packet Core network components to Hitachi, Ltd. On Dec. 2, 2009, the Court approved the sale of assets associated with Nortel's GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and Kapsch Carriercom AG. In December 2009, the Debtors sold their Metro Ethernet Networks business to Ciena Corporation. In March 2010, Nortel sold its Carrier Voice Over IP and Application Solutions business to GENBAND Inc. In September 2010, Nortel sold its Multi-Service Switch business to Ericsson. Nortel Networks filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. NRG ENERGY: Moody's Holds Ba3 Corp. Family Rating; Outlook Stable ----------------------------------------------------------------- Moody's Investors Service affirmed the ratings NRG Energy, Inc. (NRG) and changed the rating outlook to stable from negative. Ratings affirmed include the company's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) at Ba3, its senior secured rating at Baa3, its B1 senior unsecured debt and its speculative grade liquidity rating of SGL-1. Concurrent with this rating action, Moody's assigned a B1 rating to NRG's planned issuance of $2.0 billion of senior unsecured notes due 2019 and 2021 and assigned a (P) Baa3 rating to NRG's planned $2.3 billion secured revolver and $1.6 billion secured Term Loan B. Assignments: Issuer: NRG Energy, Inc. -- $2.3 Billion Senior Secured Bank Credit Facility, Assigned (P)Baa3, LGD2 14% -- $1.6 Billion Senior Secured Term Loan, Assigned (P) Baa3, LGD2 14% -- $2.0 Billion Senior Unsecured Bond/Debenture, Assigned B1, LGD4, 69% LGD Point Estimate Changes: Issuer: NRG Energy, Inc. -- Senior Secured Bank Credit Facility, to LGD2, 14% from LGD2, 11% -- Senior Unsecured Regular Bond/Debenture, to LGD4, 69% from LGD4, 66% Issuer: Chautauqua (Cnty of) NY, Ind. Dev. Agency -- Senior Secured Revenue Bonds, to LGD2, 14% from LGD2, 11% Issuer: Delaware Economic Development Authority -- Senior Secured Revenue Bonds, to LGD2, 14% from LGD2, 11% Issuer: Sussex (County of) DE -- Senior Secured Revenue Bonds, to LGD2, 14% from LGD2, 11% Ratings Rationale "The rating affirmation and change in rating outlook to stable largely reflects the company's recent decision to terminate its involvement in the development of South Texas Project (STP) 3&4, which had been a negative overhang on NRG's credit profile", said A.J. Sabatelle, Senior Vice President of Moody's. "Today's rating action also factors in the company's plans to invest substantially in several large solar projects during 2011, which when completed, should add to future cash flow predictability, all of which are collectively balanced by the company's plans to prospectively operate its business under a more flexible and less restrictive covenant package." NRG's Ba3 CFR reflects the relatively strong historical credit metrics based upon margins that are underpinned by various intermediate term hedges or contracts. For the last three fiscal years, Moody's calculates the ratio of CFO pre-W/C (cash flow) to debt averaged 20%, cash flow coverage of interest expense averaged 3.8x, and the ratio of free cash flow to debt averaged nearly 10%. While these financial metrics strongly position NRG in the "Ba" rating category, Moody's anticipates these cash flow credit metrics will weaken as the existing hedges expire and are replaced with lower margin arrangements, and as growth and maintenance capital requirements increase substantially over the next few years. Moody's understands that a substantial portion of the growth capital will be funded by loans from the Department of Energy (DOE), grants from the US Treasury, and third party project finance loans which should enable the company to continue generating free cash flow on a net basis. However, Moody's anticipates consolidated credit metrics to weaken materially from historical levels given the substantial increase in debt that will occur to fund much of this growth capital investment. Moody's anticipates the company's consolidated credit metrics returning to levels consistent with a Ba CFR by 2014 when the company's three largest solar investments are completed. To that end, the rating affirmation recognizes when these investments are completed, they should provide predictable cash flow to NRG on a long-term basis and should result in gradual consolidated debt reduction through the amortization of principal that is expected to be incorporated in the financing documents. The rating affirmation factors in the company's decision to terminate future involvement in STP 3&4, acknowledging the $481 million impairment associated with such investment recorded during first quarter 2011 results. The rating action also considers the company's recently announced financing plans that are expected to be implemented over the next six to nine months which contemplate the refinancing and extension of debt maturities under the company's secured revolver and term loan along with the refinancing of NRG's existing debt due in 2016 and 2017. While the completion of this financing plan may give rise to an increase in future share repurchases, executing the financing plan should provide NRG with substantial financial flexibility over the next several years as Moody's anticipates that upon the conclusion of the debt restructuring initiatives, the next scheduled funded debt maturity date is likely to be in 2018. In light of the still challenging unregulated power market that is likely to persist over the near term along with the size of the company's capital investment program, Moody's believes that carrying out the company's debt restructuring plan provides long-term benefits to NRG. Proceeds from the senior unsecured note offering will, together with cash on hand, be used to repurchase the $2.4 billion of 7.375% senior notes due 2016. The planned $2.3 billion secured revolver will be used to replace NRG's existing $925 million secured revolver due 2015 and the company's $1.3 billion first lien term letter of credit facility. Proceeds from the planned $1.6 billion secured term loan, together with cash on hand, will be used to refinance and repay NRG's existing secured term loans due 2013 and 2015. Moody's expects that the new term loan and the new revolver will be secured, on a first lien basis, by all of the assets that currently secure the company's existing senior credit facility and term letter of credit facility. Moody's will withdraw the Baa3 ratings on the company's existing senior credit facility (revolver and term loan) and first lien term letter of credit facility upon the closing of the new $2.3 billion revolver and $1.6 billion term loan. NRG's speculative grade liquidity rating of SGL-1 reflects Moody's expectation that the company will maintain a very good liquidity profile over the next 4-quarter period as a result of internal cash flow generation plus continued access to sufficient credit availability, and ongoing headroom under the company's covenants. Total liquidity at March 31, 2011 was approximately $4.0 billion, including credit facility availability of approximately $1.3 billion and unrestricted cash on hand of around $2.7 billion. Moody's expects a portion of the company's liquidity to decline to satisfy collateral requirements with the DOE on the company's three largest solar projects. Moody's understands that the company's refinancing initiatives contemplate the maintenance of sizeable revolver capacity, which along with balance sheet cash and expected internal fund generation should provide for the continuation of a strong liquidity profile. While Moody's anticipates that the expected decline in energy margins will reduce the headroom under the company's financial covenants, Moody's expects the company to remain comfortably in compliance on a ongoing basis. From a collateral hedging standpoint, NRG's working capital requirements continue to be aided by the company's ownership of affiliated retail supply businesses, which collectively reduce collateral posting requirements. The stable rating outlook reflects Moody's expectation that the company will be able to manage through the down commodity cycle reasonably well with internal funds being able to satisfy required maintenance and environmental related capital requirements in most years. The stable rating outlook recognizes that while consolidated credit metrics over the next three years will weaken due to solar related investments, consolidated financial performance should bounce back beginning in 2014 with the completion of the largest solar projects. The stable rating outlook further anticipates that the company will maintain a fairly balanced capital allocation program even with the expected flexibility that will be gained from the expected termination of the indenture following the refinancing of the company's 2016 and 2017 senior unsecured bonds and the redo of the company's credit facilities. In light of the substantial capital investment program being pursued by the company and the continued weak market for unregulated power, limited prospects exist for the ratings to be upgraded in the near-term. However, to the extent that management is able to complete construction of its numerous solar project investments on a timely basis and unregulated power margins improve, upward rating pressure could surface, given the high degree of cash flow certainty that the solar investments are expected to generate for the company. The rating could be downgraded should material problems surface with the company's growth strategies, if weaker than expected market conditions persist for several years across NRG's generation fleet or if the company moves substantially away from a balanced capital allocation program given the flexibility that will surface due to the anticipated termination of and modification to various financing documents. The principal methodologies used in this rating were Global Unregulated Utilities and Power Companies published in August 2009, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Princeton, NJ, NRG's power plants provide approximately 25,000 megawatts of generation capacity, primarily in Texas and the northeast, south central and western regions of the US. NRG's retail businesses, Reliant Energy and Green Mountain Energy Company, combined serve approximately 1.9 million residential, business, commercial and industrial customers in Texas and, increasingly in select markets in the northeast US. NRG also owns generating facilities in Australia and Germany. NV ENERGY: Moody's Upgrades Issuer & Sr. Unsecured Ratings to Ba2 ----------------------------------------------------------------- Moody's Investors Service has upgraded all ratings for NV Energy, Inc. (NVE), and its electric utility subsidiaries, Nevada Power Company (NPC) and Sierra Pacific Power Company (SPC) by one notch. At the same time Moody's has assigned a Baa2 rating to NPC's planned new issuance of $250 million in General & Refunding (G&R) mortgage bonds. The rating outlook for all three issuers is stable. Ratings Upgraded: NV Energy -- Issuer Rating -- To Ba2 from Ba3 -- Senior Unsecured -- To Ba2 from Ba3 Nevada Power Company -- Issuer Rating -- To Ba1 from Ba2 -- First Mortgage Bonds -- To Baa2 from Baa3 -- Senior Unsecured Shelf -- (P) To Ba1 from Ba2 -- Preferred Shelf -- (P) To Ba2 from Ba3 Sierra Pacific Power Company -- Issuer Rating -- To Ba1 from Ba2 -- First Mortgage Bonds -- To Baa2 from Baa3 -- Senior Secured -- To Baa2 from Baa3 -- Senior Unsecured Shelf -- (P) To Ba1 from Ba2 -- Preferred Shelf -- (P) Ba3 Ratings Rationale The upgrade reflects a number of considerations including notable improvement in credit metrics across the corporate family, successful construction of new owned generation facilities, bourgeoning stabilization of the Nevada economy, and continued maintenance of good internal and external liquidity. This trend of sound financial performance has been helped by credit supportive decisions from the Public Utility Commission of Nevada (PUCN) and effective cost controls. Past rating concerns including weak consolidated credit metrics at NVE, material reliance on purchased power and a previously sizable construction plan have, to some extent, moderated. In terms of credit metrics the utility subsidiaries, NPC and SPC, currently exhibit a low-mid range "Baa" profile while NV is just marginally investment-grade, reporting CFO (pre w/c) to debt of 14.7% in 2010 for example. However, included in these calculations is cash flow "over-recovered" from customers in 2009-2010 as energy prices were falling; a situation Moody's expects to partially reverse in 2011- 2012. Although this volatility in cash flows is expected to be carefully managed it will remain a key focus of ours going forward. Prospectively, Moody's believes there is the ability for both operating utilities to exhibit a stronger profile. For NPC, by far the larger of the two, Moody's expects a general rate case to be filed at the PUCN by mid-year 2011, seeking, among other things, inclusion of the newly constructed Harry Allen generating plant ($660 million) into rate base. The newly assigned Baa2 rating to NPC's planned issuance $250 million of General & Refunding (G&R) mortgage bonds, is consistent with the ratings of its other outstanding secured G&R mortgage bonds and representative of the two-notch rating uplift from the existing unsecured issuer rating that Moody's applies for most investment grade regulated electric and gas utilities. Proceeds from the bond offering are expected to help refinance a $350 million 8.25% note maturing June 1, 2011. At this time Moody's has also maintained the normal one notch differential between the senior unsecured rating of the parent, at Ba2 and the operating companies, both Ba1 for structural subordination. Moody's notes that $506 million, or approximately 10% of the company's consolidated debt of $5.3 billion, is issued by the parent, NVE. NVE's liquidity appears sufficient with two committed bank facilities (NPC: $600 million; SPC: $250 million) which aren't due to expire until April 2013. Capital spending estimates and external financing requirements have been reduced in recent periods as certain construction projects have been scaled back due to the recession or completed. New transmission capacity and smart-grid implementation will be the capital focus over the next couple of years. As noted above, it is likely that cash flow will be "returned" to customers in 2011 in the form of a rate adjustment as the current deferred energy liability ($315 million at year-end 2010) is amortized into rates (actual energy and purchased power is PUCN reviewed quarterly and amortization of any asset or liability is re-set annually). Moody's believes the company has the flexibility to meet this operational need in 2011, as well as planned capital spending (around $500 million) and common dividend (around $120 million), with its current internal and external sources. The stable rating outlook for NVE, NPC and SPC reflects a continued trend of sound financial performance, helped by credit supportive decisions from the PUCN and effective cost controls. Successful execution of capital spending plans and rate case filings could lead to further positive rating action over the next twelve-to-eighteen months. Although unlikely given the upgrade and stable outlook, downward rating pressure could be introduced if there were an unexpected and material new debt issuance at NVE or the company diverges from its past practice of issuing common equity to balance any new utility debt issues. The principal methodology used in rating NV Energy Inc. was Regulated Electric and Gas Utilities rating methodology published in August 2009. NV Energy, Inc., is a holding company whose principal subsidiaries, Nevada Power Company and Sierra Pacific Power Company, are electric and electric and gas utilities, respectively, that operate within the state of Nevada. NV Energy's headquarters are in Las Vegas, NV. OFFSHORE WARRIORS: Court Considers Case Dismissal Plea on May 24 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Louisiana will convene a hearing on May 24, 2011, at 10:00 a.m., to consider Offshore Warriors, Inc.'s request to dismiss its case. The Debtor related that it no longer desires to be in bankruptcy. Lafayette, Louisiana-based Offshore Warriors, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 10- 51881) on Dec. 7, 2010. William C. Vidrine, Esq., at Vidrine & Vidrine Law Firm, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $12,313,694 in total assets and $6,589,547 in total liabilities. ORDWAY RESEARCH: Section 341(a) Meeting Schedules for June 6 ------------------------------------------------------------ The U.S. Trustee for Region 2 will convene a meeting of creditors in Ordway Research Institute, Inc.'s Chapter 11 case on June 6, 2011, at 11:00 a.m. The meeting will be held at 74 Chapel Street, Hearing Room 101, Ground Floor, Albany, New York. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Albany, New York-based Ordway Research Institute, Inc., filed for Chapter 11 protection (Bankr. S.D. NY Case No. 11-11322) on April 28, 2011. Bankruptcy Judge Robert E. Littlefield, Jr., presides the case. Gregory J. Mascitti, Esq., at Leclairryan, A Professional Corporation, represents the Debtor in its restructuring effort. The Debtor estimated assets at $10 million to $50 million and debts at $10 million to $50 million. OWENS CORNING: Asbestos Trust Subpoenaed for Docs. Inspection ------------------------------------------------------------- Certain asbestos claimants served a subpoena on the Owens Corning/Fibreboard Asbestos Personal Injury Trust and its registered agent, Wilmington Trust Company, to permit inspection of the premises of the Owens Corning Iron Mountain Facility in Obetz, Ohio, in early April 2011. The subpoena includes document requests that pertain to Owens Corning Fiberglass' Pre-1973 asbestos-related files, a list of which is available for free at: http://bankrupt.com/misc/OwensSubpoena4-29.pdf The subpoena was issued by Donna L. Harris, Esq., at Pinckney, Harris & Weideinger, in Wilmington, Delaware, as counsel for certain personal injury claimants. About Owens Corning Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning (Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/-- is a producer of residential and commercial building materials and glass fiber reinforcements, and other similar materials for composite systems. The company has operations in 26 countries. The Company filed for Chapter 11 protection on Oct. 5, 2000 (Bankr. D. Del. Case. No. 00-03837). Norman L. Pernick, Esq., at Saul Ewing LLP, represented the Debtors. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Official Committee of Asbestos Creditors. James J. McMonagle served as the Legal Representative for Future Claimants until June 20, 2007. Mr. McMonagle was replaced by Michael J. Crames. Mr. Crames served as Mr. McMonagle's counsel until July 2005, when he retired from the law firm Kaye Scholer LLP. On September 28, 2006, the Honorable John P. Fullam, Sr., of the U.S. District Court for the Eastern District of Pennsylvania affirmed the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware confirming Owens Corning's Sixth Amended Plan of Reorganization. The Plan took effect on October 31, 2006, marking the company's emergence from Chapter 11. Reorganized Owens sought on July 25, 2008, from the Delaware Bankruptcy Court a final decree closing the Chapter 11 cases of 17 of its affiliates. Only the Chapter 11 case of Owens Corning Sales, LLC, formerly known as Owens Corning, under Case No. 00-03837 will remain open. (Owens Corning Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) * * * Reorganized Owens Corning carries a 'Ba1' corporate family rating from Moody's Investors Service. PHILADELPHIA RITRENHOUSE: Seeks to Hire C.B.D. as Representative ---------------------------------------------------------------- Philadelphia Rittenhouse Developer, L.P., seeks the U.S. Bankruptcy Court authority to employ C.B. Development Services, Inc. as owner's representative. The Debtor has determined that it requires the services of an Owner's Representative to, among other things: a. provide experience personnel on-site responsible for day- to-day construction administration of the Project; b. review and verify Construction Manager's construction cost estimates and aid in the development of unit prices to include both base building and tenant fit-up work; and c. administer the close-out of the design professionals and Construction Manager(s) under their contracts and agreements. Since the Petition Date, the Debtor has made three payments to C.B. Development amounting $31,600; $16,000; and $19,525. C.B. Development is owed $189,072 for Prepetition services rendered on behalf of the Debtor. About Philadelphia Rittenhouse Philadelphia Rittenhouse Developer, L.P. is a joint venture between ARC Properties, Inc., based in Clifton, New Jersey, and Philadelphia-based Wheeler Brothers Holdings, LLC. The Company was formed to develop 10 Rittenhouse Square, a 33-story condominium building in Philadelphia. Rittenhouse filed for chapter 11 bankruptcy in response to an action in Pennsylvania state court seeking to appoint a receiver for the development project, which was brought by one of the Company's lenders, iStar Tara, LLC. Rittenhouse filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 10-31201) on Dec. 30, 2010. Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $100 million to $500 million. iStar Tara, LLC is represented in the chapter 11 case by the firm of Blank Rome LLP. PROFILE TECHNOLOGIES: Files for Bankruptcy Protection ----------------------------------------------------- Profile Technologies, Inc., filed on May 9, 2011, for a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of New York. The Company says it will continue to operate in the ordinary course of business as a "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Company anticipates that the filing will bring an orderly, timely and cost effective conclusion to the process of analyzing and implementing strategic alternatives for addressing the Company's capital structure and working capital needs. Chapter 11 of the Bankruptcy Code provides a court-supervised mechanism that the Company believes is the best venue for efficiently selecting and implementing the optimum strategic options for the Company for the benefit of its stakeholders. About Profile Technologies Profile Technologies, Inc. -- http://www.profiletech.net-- is headquartered in Manhasset, NY with an Operations and Research facility in Albuquerque, NM. It is the developer and owner of proprietary, patented technologies that utilize electromagnetic waves to detect and characterize corrosion and other anomalies on cased, insulated and other pipelines. PROFILE TECHNOLOGIES: Case Summary & Creditors List --------------------------------------------------- Debtor: Profile Technologies, Inc. 2 Park Avenue, Suite 201 Manhasset, NY 11030 Bankruptcy Case No.: 11-43930 Chapter 11 Petition Date: May 9, 2011 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Jerome Feller Debtor's Counsel: Randall S. D. Jacobs, Esq. RANDALL S. D. JACOBS, ESQ. 110 Wall Street, 11th Floor New York, NY 10005 Tel: (212) 709 8116 Fax: (973) 226-8897 E-mail: rsdjacobs@chapter11esq.com Total Assets: $332,882 as of March 31, 2011 Total Debts: $1,331,328 as of March 31, 2011 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/nyeb11-43930.pdf The petition was signed by Richard L. Palmer, Esq., president. QUALITY DISTRIBUTION: Files Form 10-Q; Posts $2.72MM Income in 1Q ----------------------------------------------------------------- Quality Distribution, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $2.72 million on $177.91 million of total operating revenues for the three months ended March 31, 2011, compared with net income of $798,000 on $161.33 million of total operating revenues for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $281.43 million in total assets, $405.83 million in total liabilities, and a $124.40 million total shareholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/P6b7Ud About Quality Distribution Quality Distribution, LLC, and its parent holding company, Quality Distribution, Inc., are headquartered in Tampa, Florida. The company is a transporter of bulk liquid and dry bulk chemicals. The company's 2010 revenues are approximately $686 million. Apollo Management, L.P., owns roughly 30% of the common stock of Quality Distribution, Inc. * * * As reported by the Troubled Company Reporter on Feb. 18, 2011, Moody's Investors Service said the $38 million public offering of 4 million shares of Quality Distribution's common stock on Feb. 9, 2011, does not affect Quality's 'Caa1' corporate family and probability of default ratings with a positive outlook. However, Moody's notes that the intended debt reduction at par from $17.5 million of the proceeds would be viewed favorably. In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings Services said that it has raised its corporate credit ratings on U.S.-based Quality Distribution Inc. to 'B' from 'B-'. S&P also removed the ratings from CreditWatch, where S&P had placed them with positive implications on Oct. 28, 2010, following the launch of the bond offering. The outlook is stable. "The rating action reflects the improvement in Quality Distribution's financial profile after completing its refinancing," said Standard & Poor's credit analyst Anita Ogbara. "Following the transaction, S&P expects Quality Distribution to benefit from lower interest expense, improved cash flow adequacy, and a substantial reduction in debt maturities over the next few years." REAL MEX: Incurs $6.23 Million Net Loss in March 27 Quarter ----------------------------------------------------------- Real Mex Restaurants, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $6.23 million on $116.23 million of total revenues for the three months ended March 27, 2011, compared with a net loss of $5.50 million on $120.42 million of total revenues for the three months ended March 28, 2010. The Company's balance sheet at March 27, 2011, showed $276.64 million in total assets, $255.35 million in total liabilities and $21.29 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/GDiqoE About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. The Company operated 183 restaurants as of March 28, 2010, of which 152 were located in California and the remainder were located in 12 other states, primarily under the trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and Acapulco Mexican Restaurant Y Cantina(R). In addition, the Company franchised or licensed 34 restaurants in 12 states and two foreign countries as of March 28, 2010. The Company's other major subsidiary, Real Mex Foods, Inc., provides internal production, purchasing and distribution services for the restaurant operations and also provides distribution services and manufactures specialty products for sale to outside customers. Real Mex carries a 'Caa2' Corporate Family Rating, and stable Outlook from Moody's Investors Service. At the end of August 2010, Moody's said the 'Caa2' CFR continues to reflect the challenges Real Mex will face to reverse its revenue decline primarily driven by the ongoing, albeit somewhat decelerated, negative same store sales trend, in a very difficult operating environment for casual dining concepts. The rating also incorporates the company's high financial leverage, poor interest coverage and weak free cash flow generation. The Company reported a net loss of $17.78 million on $227.91 million of total revenues for the six months ended Dec. 26, 2010, compared with a net loss of $49.59 million on $500.60 million of total revenues for the fiscal year ended Dec. 27, 2009. REVLON CONSUMER: Moody's Affirms 'B1' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed all of the ratings of Revlon Consumer Products Corporation's, including its Corporate Family rating and Probability of Default rating at B1. Moody's also assigned a Ba3 rating to the company's proposed $800 million senior secured term loan facility. Final ratings of the new term loan, proceeds of which will be used to refinance amount outstanding under its existing term loan facility, will be subject to Moody's review of final loan documentation. Moody's will withdraw ratings of the existing term loan facility when the transaction is completed. The outlook is stable. Ratings Rationale Revlon's B1 corporate family rating reflects the company's global brand franchises, strong geographic and product diversification for a number of well known brands in color cosmetics, hair color and fragrances, and sustained strong profitability (EBITA margins of 16.2%) and cash flow metrics (Free Cash Flow to Debt of 6.9%). Revlon's ratings are constrained by its still relatively high adjusted leverage (Debt to EBITDA of 5.4 times) and limited scale in the highly competitive cosmetics category characterized by deep-pocketed, large competitors. Moody's expects the company's recent operating and financial momentum to continue despite the ongoing challenges of the macroeconomic environment and intensified competitive activity. Revlon's profitability is also likely to remain at strong levels despite ongoing investments needed to maintain revenue growth and market share including significant product development, product display capital outlays and brand advertising and promotional spending. Nevertheless, Revlon's ratings will remain somewhat constrained by the highly competitive nature of the cosmetics and personal care category in which it operates and the company's still relatively high adjusted leverage (5.4 times). "Revlon is well positioned to build on the sales momentum across all of its geographies and brands, including its mature U.S. business, generating continued strong organic growth of 7% in the first quarter," says Moody's Vice President and Senior Credit Officer Janice Hofferber. "This acceleration of brand performance combined with its multi-year deleveraging and good liquidity profile should provide significant financial flexibility to support new product development and brand awareness critical in the high competitive global cosmetics category," adds Ms. Hofferber. These ratings of Revlon were assigned: * $800 million senior secured term loan facility due November 2017** at Ba3 (LGD 3, 30%) (**) or August 2015 in the event the company's senior secured notes are not refinanced These ratings of Revlon were affirmed: * Corporate Family rating at B1; * Probability of Default rating at B1; * $140 million senior secured asset based revolving credit facility due March 2014 at Ba1 (LGD 1, 1%); * $782 million senior secured term loan facility due March 2015 at Ba3 (LGD 3, 30%); * $330 million 9 3/4% Senior Secured Notes due November 2015 at B2 (LGD 5, 72%); * Speculative grade liquidity rating of SGL-2. Outlook is stable. Revlon's ratings could be upgraded if the company was able to continue to demonstrate consistent above average organic growth, improved market share for its core Revlon and Almay brands and sustain credit metrics including Debt-to-EBITDA below 4.5 times and EBITA-to-interest expense of at least 3.0 times. Revlon's ratings could be downgraded if the company's operating performance deteriorated such that EBITA margins dropped below 12%, Debt-to-EBITDA exceeded 5.5 times or EBITA-to-interest expense dropped below 1.5 times. Any shift in the financial policy of Revlon or of its majority-owner, M&F, towards debt- financed acquisitions and share repurchases, could also result in a downgrade. The principal methodology used in rating Revlon Consumer Products Corporation's was the Global Packaged Goods Industry Methodology, published July 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Headquartered in New York, Revlon Consumer Products Corporation is a worldwide cosmetics, skin care, fragrance, and personal care products company. The company is a wholly owned subsidiary of Revlon, Inc., which is majority owned by MacAndrews & Forbes ("M&F"), which is in turn wholly owned by Ronald O. Perelman. M&F beneficially owns approximately 77% of Revlon's outstanding Class A common stock, 100% of Revlon's Class B common stock and 78% of Revlon's combined outstanding shares of Class A and Class B common stock, which together represent approximately 77% of the combined voting power of such shares. Revlon's net sales for the twelve- month period ended March 31, 2011, were approximately $1.3 billion. ROTECH HEALTHCARE: Incurs $2.69 Million Net Loss in March 31 Qtr. ----------------------------------------------------------------- Rotech Heathcare Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $2.69 million on $121.50 million of net revenues for the three months ended March 31, 2011, compared with a net loss of $6.51 million on $123.36 million of net revenues for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $296.20 million in total assets, $576.35 million in total liabilities, $5.22 million in Series A convertible redeemable preferred stock, and a $285.37 million total stockholders' deficiency. A full-text copy of the Form 10-Q is available for free at: http://is.gd/5RFofa About Rotech Healthcare Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI) -- http://www.rotech.com/-- provides home medical equipment and related products and services in the United States, with a comprehensive offering of respiratory therapy and durable home medical equipment and related services. The company provides equipment and services in 48 states through approximately 500 operating centers located primarily in non-urban markets. The Company reported a net loss of $4.20 million on $496.42 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $21.08 million on $479.87 million of net revenue during the prior year. * * * As reported by the Troubled Company Reporter on March 10, 2011, Moody's Investors Service upgraded Rotech Healthcare Inc.'s Corporate Family Rating and Probability of Default Rating to B2 from Caa1 in connection with the proposed refinancing of the company's senior subordinated notes due 2012 with a new $290 million of senior secured notes offering due 2018. The B2 Corporate Family Rating reflects Moody's expectation that the company will continue its trend of improving credit metrics through better operating performance and small strategic acquisitions. Moody's expects credit metrics to be relatively weak, albeit in line with the B2 rating with debt-to-EBITDA leverage of approximately 4.9 times at the time of the transaction. However Moody's also expects additional de- leveraging over time through EBITDA expansion and the generation of modest free cash flow. In the March 22, 2011, edition of the TCR, Standard & Poor's Ratings Services said that it raised its corporate credit rating to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc., following the completion of the company's $290 million second-lien senior secured notes offering. "The ratings on Rotech Healthcare Inc. reflect the company's weak business risk profile, incorporating Rotech's exposure to Medicare reimbursement reductions for its products and services," said Standard & Poor's credit analyst Jesse Juliano. The rating also reflects the company's highly leveraged financial risk profile. ROTHSTEIN ROSENFELDT: Rosenfeldt's Wife Settles Lawsuit ------------------------------------------------------- Dow Jones' DBR Small Cap reports that the wife of Ponzi-scheme operator Scott Rothstein has agreed to turn over such belongings as furniture, her 2008 Ford Expedition and a ruby and diamond heart ring in order to settle litigation claiming that she owes more than $1 million to the creditors of her husband's now-defunct law firm About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- has been suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on Jan. 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. RYDER MEMORIAL: S&P Affirms 'BB' Rating on $10.9MM Bonds -------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to negative from stable and affirmed its 'BB' rating on the $10.9 million series 1996 bonds issued for Ryder Memorial Hospital (Ryder) by the Puerto Rico Industrial, Medical, and Higher Education and Environmental Pollution Control Facilities Finance Authority. Standard & Poor's based the outlook revision on Ryder's continued operating and excess losses in fiscal 2010, which contributed to weak coverage of maximum annual debt service at 1.24x as per Standard & Poor's calculation, which includes capital leases and other loans. Management has indicated that there is no rate-covenant violation as defined in the bond documents because coverage under the indenture agreement was calculated at 1.48x. Standard & Poor's noted that the underlying operating results have actually improved despite declining admissions, outpatient visits, and surgery volume, but the hospital had to take a $2.4 million one-time expense in fiscal 2010 to cover a malpractice claim. Were it not for the one-time expense (Ryder is self-insured for malpractice), operating results would be slightly positive. In addition, Ryder used its limited cash position to fund the malpractice reserve, which negatively affected its already weak credit profile. In Standard & Poor's opinion, credit factors that support the rating include Ryder's dominant market position; successful recruitment of 15 new physicians over the past two years, which could help stem the declining admission trend; and improvement in underlying operating results, although Standard & Poor's believes it is unclear whether Ryder can sustain the positive surplus, excluding the one-time charges in fiscal 2010, in the future. The negative outlook reflects Standard & Poor's view of the uncertainty regarding the malpractice award against Ryder Memorial and the potential impact it could have on Ryder's already weak credit profile. "While underlying operating results actually improved in fiscal 2010 despite pressure on business volumes, the malpractice judgment, should it remain in its current form, would add further pressure to the rating and likely result in a downgrade," said Standard & Poor's credit analyst Stephen Infranco. "However, should the appeal process result in a significantly reduced judgment and Ryder sustains its improved operating results into fiscal 2011, while maintaining liquidity levels that are commensurate with the current rating, then a return to a stable outlook could be warranted," said Mr. Infranco. Standard & Poor's believes that for Ryder to achieve a positive outlook or higher rating, it must achieve its operational target of positive operations in fiscal 2011 and sustain the improved level over time, thereby improving its balance sheet and income statement metrics. A favorable ruling of the malpractice appeal would also be viewed positively, as Ryder could potentially release part or all of the reserve back to unrestricted cash. SATELITES MEXICANOS: Bankruptcy Court Confirms Chapter 11 Plan -------------------------------------------------------------- Satelites Mexicanos, S.A. de C.V. disclosed that the U.S. Bankruptcy Court in the District of Delaware has confirmed its prepackaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code which Satmex filed, together with its subsidiaries, Alterna' TV Corporation and Alterna' TV International Corporation, on April 6, 2011. The Plan is purely a balance sheet restructuring, and has no effect on employees or trade creditors As part of the Plan, the issuance of $325 million in principal amount of new 9.5% senior secured notes due 2017 was also approved. The Notes were issued at par on May 5, 2011, by Satmex Escrow, S.A. de C.V., a bankruptcy-remote wholly owned subsidiary of Satmex. If certain conditions are satisfied, Satmex Escrow will merge with and into Satmex in connection with the emergence of Satmex and its subsidiaries from Chapter 11, which, as planned, is expected on May 26, 2011. Upon emergence from Chapter 11, the net proceeds from the offering of the Notes will be used to repay Satmex's existing First Priority Senior Secured Notes due 2011 and, along with the proceeds of a $96.25 million fully-backstopped rights offering of equity securities to holders of Satmex's Second Priority Senior Secured Notes due 2013, fund the completion of the Satmex's Satmex 8 satellite scheduled to be launched in 2012 to replace its Satmex 5 satellite, to purchase 100% of the current equity in Satmex (subject to the satisfaction of certain conditions) and to position Satmex to pursue future growth opportunities. "We believe the reorganization plan and new capital structure will allow Satmex to emerge from Chapter 11 with the financial flexibility necessary to complete the construction and launch of Satmex 8 and realize our substantial growth potential," said Patricio E. Northland, Satmex Chief Executive Officer. "I want to again extend my appreciation for the support of our employees, business partners and customers, to whom we look forward to continuing to provide the highest quality of fixed satellite services." Lazard and its Mexican alliance partner, Alfaro, Davila y Rios, S.C. are serving as financial advisors to Satmex. Greenberg Traurig is serving as U.S. counsel and Rubio Villegas & Asociados are serving as Satmex's Mexican counsels. Jefferies & Company, Inc. is serving as the financial advisor to certain holders of the Second Priority Notes. Ropes & Gray LLP is serving as U.S. counsel and Cervantes Sainz as Mexican counsel to this group. Dechert LLP is serving as U.S. counsel to certain holders of the First Priority Notes. Galicia Abogados, S.C. is serving as Mexican counsel to this group. Bracewell & Giuliani LLP is serving as counsel to the Series B Directors of Satmex's Board. 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 US$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 US$441.6 million in total assets and US$531.6 million in total debts as of March 23, 2011. In its schedules, Satmex disclosed US$393,427,253 in total assets and US$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. SCI REAL ESTATE: Seeks to Employ Haskell & White as Accountant -------------------------------------------------------------- SCI Real Estate Investments, LLC, and Secured California Investments, Inc. ask the U.S. Bankruptcy Court for the Central District of California for authority to employ Haskell & White LLP as accountant. Haskell & White will provide these services: -- preparation of Debtors' federal and California LLC and corporate income tax returns for the year ended December 31, 2010 for the Debtors; -- preparation of ongoing tax compliance for the Debtors, as necessary; -- audit of financial statements for certain related entities, as necessary; and -- tax and accounting consulting for the Debtors, as necessary. The Debtors provided Haskell with a postpetition retainer amounting $15,000 and ageed to pay the services at these hourly rates: Partners/Officers $425 Senior Managers $285 Managers $235 Senior Associates $170 Associates $135 Accounting Assistants $60 Brad A. Graves, a member of Haskell & White, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Los Angeles, California-based SCI Real Estate Investments, LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-15975) on Feb. 11, 2011. Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $50 million to $100 million and debts at $10 million to $50 million. SCOVILL FASTENERS: Creditors Oppose Rushed Bid Timeline ------------------------------------------------------- Bill Rochelle, bankruptcy columnist for Bloomberg News, reports that Scovill Fasteners Inc. will have opposition from the creditors' committee at the hearing today, May 12, for approval of sale procedures. Before the Chapter 11 filing on April 19, Scovill agreed to sell almost all of its assets to Global Equity Capital LLC for $17 million plus the cost of curing contract defaults. To test if there is a better offer, Scovill wants competing bids by May 27. According to the report, appointed May 2, the committee says too little time is being afforded anyone wishing to participate at the auction. The committee also complains that sale proceeds will go to the secured lender, leaving "little or no cash recovery" for unsecured creditors, even though the lender doesn't have a lien on assets like lawsuits. The committee also contends the $65,000 budget for the committee's professionals is inadequate. There also should be a fund set aside from the sale to fund a wind-down of the company's affairs in bankruptcy court, the committee said. Mr. Rochelle relates that the bankruptcy judge in Gainesville, Georgia, previously gave interim approval for $20.8 million in secured financing from General Electric Capital Corp., as agent for lenders. About Scovill Fasteners Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and Scovill Manufacturing Co. -- produces snap fasteners and tack buttons. It manufactures the majority of its products at its 300,000 square foot factory located in Clarkesville, Georgia. Clarkesville is also its headquarters location. Scovill Fasteners along with affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on April 19, 2011. Heather N. Byrd, Esq., and John C. Weitnauer, Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy counsel. BMC Group Inc. is the claims and notice agent. Scovill estimated its assets at $10 million to $50 million and debts at $100 million to $500 million. SCOVILL FASTENERS: Carl Marks Advises Firm in Asset Sale -------------------------------------------------------- Carl Marks Advisory Group LLC has been retained to act as financial advisor to Scovill Fasteners Inc., a Clarkesville, Ga.- based manufacturer of engineered closure products used in the apparel and industrial markets. Scovill filed for Chapter 11 bankruptcy protection last month. Carl Marks is facilitating the sale of the company's operations and assets in connection with the Chapter 11 filing. Carl Marks was retained by Scovill to provide financial advisory services in September 2010. Scovill has agreed to sell nearly all of its operations and assets to Global SFI Holdings LLC, subject to higher and better bids and bankruptcy court approval. The company intends to continue to operate as usual during the bankruptcy process. The sale is expected to be completed by June. About Scovill Fasteners Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and Scovill Manufacturing Co. -- produces snap fasteners and tack buttons. It manufactures the majority of its products at its 300,000 square foot factory located in Clarkesville, Georgia. Clarkesville is also its headquarters location. Scovill Fasteners along with affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on April 19, 2011. Heather N. Byrd, Esq., and John C. Weitnauer, Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy counsel. BMC Group Inc. is the claims and notice agent. Scovill estimated its assets at $10 million to $50 million and debts at $100 million to $500 million. SEVEN SEAS: Moody's Assigns 'B3' to Proposed $200-Mil. Notes ------------------------------------------------------------ Moody's Investors Service has corrected a May 9, 2011, release, substituting 2015 for 2013 in the second paragraph. The revised release is: Moody's Investors Service assigned a B3 rating to Seven Seas Cruises S. DE R.L.'s (Seven Seas) proposed $200 million guaranteed senior secured 2nd lien notes due 2019. Moody's also assigned a B2 Corporate Family Rating, B2 Probability of Default Rating, and stable rating outlook. Proceeds from the proposed note offering will be used to re- finance the company's $139.3 million second lien term loan due 2015 and increase unrestricted cash balances. Ratings are subject to final documentation. Seven Seas' B2 Corporate Family Rating ("CFR") reflects the company's high leverage, small scale in terms of capacity, and narrow business focus on the luxury cruise market. Pro-forma for the new note offering -- and attributing 50% of the approximate $500 million subordinated PIK debt (PIK sub debt) at the ultimate parent level to Seven Seas capital structure -- debt to EBITDA is about 8.2 times; 5.5 times excluding the PIK sub debt. All ratios are calculated using Moody's standard analytic adjustments. The ratings also reflect the improving demand environment that is expected to result in higher revenue and EBITDA over the next 12- 18 months, low intermediate-term capital expenditure requirements, and Moody's expectation that the company will apply free cash flow towards debt reduction. Also considered is Seven Seas' good liquidity profile and limitations on the company's ability to make dividend payments. Seven Seas favorable earnings outlook for 2011 is evidenced by solid forward bookings and rising cruise prices. The company has no cruise ships on order, and maintenance capital expenditure requirements are well below expected cash flow generation. This should enable the company to reduce absolute debt levels. The stable rating outlook reflects Moody's view that Seven Seas will be able to reduce debt to EBITDA over the next 12 to 18 months to around 7.0 times including the PIK sub debt (4.5 times excluding the PIK sub debt) and improve its EBITDA minus capital expenditures to interest coverage to nearly 2.0 times over that same period. The stable outlook also expects the company will maintain its good liquidity profile. Ratings could be lowered if it appears the company will not be able to achieve and sustain the targeted credit metrics previously noted and or the company's liquidity deteriorates for any reason. A higher rating would require the company to achieve and sustain debt to EBITDA including the PIK sub debt at or about 5.5 times and EBITDA minus capex to interest above 2.0 times. A higher rating would also require the company maintain its good liquidity profile. New ratings assigned: -- Corporate Family Rating at B2 -- Probability of Default Rating at B2 -- $200 million guaranteed senior secured second lien notes due 2019 at B3, LGD 4, 60% The principal methodology used in rating Seven Seas Cruises D.E.R.L. was the Global Lodging Industry Methodology, published December 2007. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Seven Seas is a cruise ship operator that targets the luxury segment of the cruise industry. Seven Seas was acquired by Prestige Cruise Holdings, Inc. (PCH) in January 2008. PCH also owns and operates Oceania Cruises, Inc. (B3, outlook stable). SMART ONLINE: Sells Add'l $400,000 Convertible Secured Note ----------------------------------------------------------- Smart Online, Inc., on May 4, 2011, sold an additional convertible secured subordinated note due Nov. 14, 2013, in the principal amount of $400,000 to a current noteholder upon substantially the same terms and conditions as the previously issued notes sold on Nov. 14, 2007, Aug. 12, 2008, Nov. 21, 2008, Jan. 6, 2009, Feb. 24, 2009, April 3, 2009, June 2, 2009, July 16, 2009, Aug. 26, 2009, Sept. 8, 2009, Oct. 5, 2009, Oct. 9, 2009, Nov. 6, 2009, Dec. 23, 2009, Feb. 11, 2010, April 1, 2010, June 2, 2010, July 1, 2010, Aug. 13, 2010, Aug. 30, 2010, Sept. 14, 2010, Sept. 30, 2010, Nov. 9, 2010, Feb. 7, 2011, March 4, 2011 and April 6, 2011. The Company is obligated to pay interest on the New Note at an annualized rate of 8% payable in quarterly installments commencing Aug. 4, 2011. The Company is not permitted to prepay the New Note without approval of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding. The Company plans to use the proceeds to meet ongoing working capital and capital spending requirements. About Smart Online Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC BB: SOLN) -- http://www.smartonline.com/-- develops and markets software products and services targeted to small businesses that are delivered via a Software-as-a-Service (SaaS), or SaaS, model. The Company also provides Web site consulting services, primarily in the e-commerce retail industry products and services. The Company reported a net loss of $3.95 million on $1.03 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $9.54 million on $1.42 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $1.49 million in total assets, $20.80 million in total liabilities, and a $19.31 million total stockholders' deficit. As reported by the TCR on April 4, 2011, Cherry, Bekaert & Holland, LLP, in Raleigh, North Carolina, noted that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2010. These conditions, according to the independent auditors, raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. SOUTHWEST CHURCH: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Southwest Church of Christ, Inc. 3100 13th Street NW Washington, DC 20010 Bankruptcy Case No.: 11-00362 Chapter 11 Petition Date: May 9, 2011 Court: U.S. Bankruptcy Court District of Columbia (Washington, D.C.) Judge: S. Martin Teel, Jr. Debtor's Counsel: Jamison Bryant Taylor, Esq. RISM LLC 1218 11th Street NW Washington, DC 20001 Tel: (202) 997-3802 E-mail: jtaylor@rismllc.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Melvin Shannon, chairman of the board of trustees. SPANISH BROADCASTING: To Acquire Houston Television Station ----------------------------------------------------------- Spanish Broadcasting System, Inc., announced that on May 2, 2011, it entered into an agreement to acquire KTBU-TV (Digital 42;Virtual Channel 55) and other television assets serving the Houston market from U.S. Farm & Ranch Supply Company, Inc., and certain of its subsidiaries for $16.0 million. The acquisition is expected to close in the third quarter of 2011, pending FCC approval. KTBU-TV is a full-power television facility reaching approximately 1.8 million households in Houston, the nation's fourth-largest Hispanic television market, through its over-the-air, cable and satellite distribution platforms. Raul Alarcon, President and CEO of SBS commented, "Houston is a leading U.S. Hispanic market and this transaction is an ideal expansion of our Mega TV footprint, given the rapidly growing national Hispanic population." The Company intends to fund the acquisition from cash-on-hand and free cash flow generated from operations. Since SBS launched Mega TV five years ago, the network has expanded its distribution to 5.6 million households via affiliates in 11 cities across the U.S. and Puerto Rico, as well as cable and satellite distribution throughout the U.S. and Puerto Rico. SBS leverages its diversified media resources to provide infrastructural support to Mega TV and develops original content for the network at production facilities located in Miami, Florida and San Juan, Puerto Rico, with additional bureaus in New York and Los Angeles. "MegaTV has always been at the forefront in providing original Hispanic programming to an audience that expects high quality and engaging content. We are proud to expand our commitment to our viewers by bringing Mega TV to Houston on KTBU Channel 55," commented Albert Rodriguez, Chief Revenue Officer of SBS. A full-text copy of the Asset Purchase Agreement is available for free at http://is.gd/nvfYjA About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. -- http://www.spanishbroadcasting.com/-- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. In July 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Miami, Fla.-based Spanish Broadcasting System Inc. to 'B-' from 'CCC+', based on continued improvement in the company's liquidity position. The rating outlook is stable. "The rating action reflects S&P's expectation that, despite very high leverage, SBS will have adequate liquidity over the intermediate term to meet debt maturities, potential swap settlements, and operating needs until its term loan matures on June 11, 2012," said Standard & Poor's credit analyst Michael Altberg. The Company reported net income of $15.04 million on $136.12 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $13.78 million on $139.39 million of net revenue during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $474.82 million in total assets, $430.98 million in total liabilities, $92.35 million in 10 3/4% Series B cumulative exchangeable redeemable preferred stock, and $48.51 million in total stockholders' deficit. SPECIALTY PRODUCTS: Hires Ernst & Young as Accountant ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has authorized Specialty Products Holding Corp. and its Debtor affiliates to hire Ernst & Young LLP as accounting services provider as of February 25, 2011. About Specialty Products Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM, Inc., is a wholly owned subsidiary of RPM International Inc. The Company is the holding company parent of Bondex International, Inc., and the direct or indirect parent of certain additional domestic and foreign subsidiaries. The Company claims to be a leading manufacturer, distributor and seller of various specialty chemical product lines, including exterior insulating finishing systems, powder coatings, fluorescent colorants and pigments, cleaning and protection products, fuel additives, wood treatments and coatings and sealants, in both the industrial and consumer markets. Specialty Products, along with affiliates, filed Chapter 11 petitions to create a trust taking over liability for 10,000 asbestos claims. Specialty Products filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 10-11780) on May 31, 2010, estimating its assets and debts at $100 million to $500 million. The Company's affiliate, Bondex International, Inc., filed a separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779), estimating its assets and debts at $100 million to $500 million. Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve as bankruptcy counsel to the Debtors. Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at Richards Layton & Finger, serve as co-counsel. Logan and Company is the Company's claims and notice agent. Blackstone Advisory Partners L.P. is the Debtors' financial advisor and investment banker. As of the Petition Date, the Debtors were defendants in more than 10,000 pending asbestos-related bodily injury lawsuits. A significant portion of these lawsuits involve mesothelioma claims. Attorneys at Montgomery McCracken Walker & Rhoads, LLP, serve as counsel to the Committee of Asbestos Personal Injury Claimants. STOKES ELECTRIC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Stokes Electric of Central Florida, Inc. 3711 N.W. 27th Avenue Ocala, FL 34475-3221 Bankruptcy Case No.: 11-03386 Chapter 11 Petition Date: May 10, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Paul M. Glenn Debtor's Counsel: Richard A. Perry, Esq. RICHARD A PERRY, ATTORNEY AT LAW 820 S E Fort King Street Ocala, FL 34471 Tel: (352) 732-2299 E-mail: richardperry@richard-a-perry.com Scheduled Assets: $2,266,786 Scheduled Debts: $2,655,480 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/flmb11-03386.pdf The petition was signed by Charles B. Stokes, Jr., president. SZCZEPANSKI INVESTMENTS: Case Summary & Largest Unsecured Creditor ------------------------------------------------------------------ Debtor: Szczepanski Investments, LLC 8777 Myers Road Centerburg, OH 43011-9434 Bankruptcy Case No.: 11-55011 Chapter 11 Petition Date: May 10, 2011 Court: U.S. Bankruptcy Court Southern District of Ohio (Columbus) Judge: C. Kathryn Preston Debtor's Counsel: J. Matthew Fisher, Esq. ALLEN, KUEHNLE STOVALL & NEUMAN LLP 17 South High Street, Suite 1220 Columbus, OH 43215 Tel: (614) 221-8500 Fax: (614) 221-5988 E-mail: fisher@aksnlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Ruth A. Szczepanski, co-managing member. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Huntington National Bank Various Loan $2,800,000 c/o Christopher N. Swank Documents and 100 South Third Street Related Guaranty Columbus, OH 43215 TASTY BAKING: Incurs $4.32 Million Net Loss in March 26 Quarter --------------------------------------------------------------- Tasty Baking Company filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $4.32 million on $45.64 million of net sales for the 13 weeks ended March 26, 2011, compared with a net loss of $3.92 million on $43.13 million of net sales for the 13 weeks ended March 27, 2010. The Company's balance sheet at March 26, 2011, showed $153.32 million in total assets, $172.18 million in total liabilities and a $18.86 million total shareholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/oS3Gb9 About Tasty Baking Company Tasty Baking Company (NasdaqGM: TSTY) -- http://www.tastykake.com/ -- founded in 1914 and headquartered in Philadelphia, Pa., is one of the country's leading bakers of snack cakes, pies, cookies, and donuts. The company has manufacturing facilities in Philadelphia and Oxford, Pa. The company offers more than 100 products under the Tastykake brand name. The Company reported a net loss of $45.18 million on $171.67 million of net sales for the 52 weeks ended Dec. 25, 2010, compared with a net loss of $3.39 million on $180.56 million of net sales for the 52 weeks ended Dec. 26, 2009. The Company's balance sheet at Dec. 25, 2010 showed $153.84 million in total assets, $170.82 million in total liabilities and $16.98 million in shareholders' deficit. PricewaterhouseCoopers LLP, in Philadelphia, Pennsylvania, noted that that the Company's cumulative losses, substantial indebtedness that is due June 30, 2011, in addition to its current liquidity situation, raise substantial doubt about its ability to continue as a going concern. Forbearance Agreement, Going Concern Doubt On Jan. 5, 2011, Tasty Baking obtained initial two-week waiver agreements from several of its creditors, which waived certain payments that were due and certain financial covenant requirements. The Company said it was experiencing extremely tight liquidity due to (i) certain production difficulties during the optimization of its new Philadelphia bakery that caused the Company to not achieve the expected operational cash savings from this bakery during the fourth quarter of 2010; (ii) the impact of the recent bankruptcy filing by The Great Atlantic & Pacific Tea Company, Inc.; and (iii) a sharp rise in commodity costs. At the conclusion of the two-week waiver period, on Jan. 14, 2011, the Company entered into arrangements with certain creditors, including: (i) a Seventh Amendment to the Company's Bank Credit Facility; (ii) a Forbearance and Amendment Agreement with the PIDC Local Development Corporation, which also included a new $2 million loan from PIDC; (iii) a letter agreement with the Machinery and Equipment Fund of the Department of Community and Economic Development of the Commonwealth of Pennsylvania, along with a new $1 million loan from MELF; and (iv) a letter agreement with the Company's landlords at the Philadelphia Navy Yard for its bakery and offices. Also on Jan. 14, 2011, the Company issued $3.5 million of unsecured 12% promissory notes due Dec. 31, 2011 to a group of accredited investors. The Creditor Amendments generally permit the Company to delay certain payments to PIDC, MELF and Liberty Property until June 30, 2011. The Creditor Amendments also generally provide that the creditor will waive certain specified defaults, but not any other defaults that may occur in the future that are not specifically waived in the Creditor Amendments. In addition, the Bank Amendment, among other things, (i) changed the maturity date of the Bank Credit Facility to June 30, 2011; (ii) reduced the letter of credit limit to the aggregate amount of letters of credit currently outstanding, while not permitting the Company to issue new letters of credit or extend outstanding letters of credit; and (iii) set new financial covenants, a breach of which could cause a default to occur prior to June 30, 2011. The Bank Amendment also required that the Company engage in a process -- pursuant to an agreed upon timeline with milestones -- to consummate a sale of the Company before June 30, 2011 in an amount sufficient to pay all obligations of the Company under the Bank Credit Facility and all transaction costs. The Company has delayed the filing of its 2010 annual report on Form 10-K. The Company anticipates that the Form 10-K for fiscal year ended Dec. 25, 2010, will include an explanatory paragraph from the Company's independent registered public accounting firm expressing substantial doubt about the Company's ability to continue as a going concern. TERRA-GEN FINANCE: Moody's Puts 'Ba3' on US$360MM Sec. Loans ------------------------------------------------------------ Moody's Investors Service has assigned a Ba3 rating to Terra-Gen Finance Company, LLC's proposed $360 million of senior secured credit facilities. The facilities are made up of a $300 million senior secured term loan due in 2017 and a $60 million senior secured working capital facility due in 2016. The rating outlook is stable. Terra-Gen is a special purpose entity formed by Terra-Gen Power, LLC, a renewable energy company owned by affiliates of ArcLight Capital Partners (60%) and Global Infrastructure Partners (40%). Terra-Gen owns or leases a portfolio of 1,236 MWs of renewable generating capacity. The portfolio is made up of ownership interests in 1,080 MWs of wind, 89 MWs of solar, and 67 MWs of geothermal generating facilities located in the western United States. The 1,080 MWs of wind generation includes 720 MWs of Alta Wind I-V, which are the first five phases of the Alta Wind Energy Center, an up to 3,000 MW wind facility being developed by affiliates of Terra-Gen in the Tehachapi Pass region of Southern California. Approximately 89% of the capacity of the portfolio is sold to Southern California Edison (SCE, sr. unsec. A3) under long term contracts maturing between 2014 and 2038. These contracts are expected to provide approximately 93% percent of Terra-Gen's revenue over the next seven years. Proceeds from the term loan will be used to refinance specified existing indebtedness of the Borrower, to fund a cash distribution to the Parent, to partially fund the Debt Service Reserve Fund, and to pay fees and expenses related to the transaction. The working capital facility will primarily be used for the issuance of letters of credit supporting project-level obligations, for the issuance of the debt service reserve letter of credit, and for other general corporate purposes. Ratings Rationale The Ba3 rating considers the benefits of portfolio diversification across 22 power projects and three renewable technologies (wind, solar, and geothermal). The rating also reflects the mostly contracted cash flows generated under long-term power purchase agreements with primarily investment grade counterparties; a capable operator with a long operating history; and strong political and regulatory support for renewable energy. In addition, Terra-Gen benefits from the involvement of financially supportive sponsors in ArcLight and GIP, which have invested over $1 billion into Terra-Gen to date. However, the recommendation also considers the high leverage at the underlying project assets, uncertainty surrounding SRAC (short-run avoided cost) and MPR (Market Price Referent) pricing, and the structurally subordinated position of the holding company lenders. The Ba3 rating for Terra-Gen considers these credit strengths: * Terra-Gen benefits from contracted project revenues largely from investment grade counterparties, which are generated through resource diverse projects in its portfolio. * Terra-Gen's portfolio is comprised of 22 projects spread over three different renewable technologies, thus diversifying operational and technology risk. * The collateral is similar to other holding company financings and consists of security in Terra-Gen equity, collateral in all of the accounts and the existence of a restricted payments test. Importantly, liquidity at the Terra Gen level is bolstered by a 9-month debt service reserve composed of (i) a 3-month cash funded debt service reserve plus (ii) a 6-month DSR letter of credit provided under the working capital facility. Additional liquidity is provided by the remaining capacity under the working capital facility not used for letters of credit and an additional 3-month corporate G&A expense reserve. * The Company's sponsors, ArcLight and GIP, are strategic investors focused exclusively on the power, energy, and infrastructure sectors. ArcLight and GIP have invested approximately $1 billion in Terra-Gen to date. The rating also reflects these areas of credit concern: * An important consideration is the wind resource risk. Moody's notes that the large and well established wind regime in the Tehachapi Pass region of Southern California partially mitigates this risk. Moody's evaluated the cash flow forecasts using the base case provided by Terra-Gen as well as a number of sensitivity scenarios, including lower wind volumes. * A high degree of consolidated leverage in the underlying project portfolio. * The normal operating risk associated with power project assets. * Refinancing risk, although this is considered by Moody's to be manageable given the 6-year refinancing window, the relatively small amount of refinancing at the end of the term, and the long-term nature of the PPAs, which have expiry dates ranging out to 2038, and which will still have a weighted average remaining term of over 12 years upon maturity of the term loan. * The structurally subordinated position of the lenders to the holding company in relation to existing debt at the underlying projects totaling approximately $1.7 billion (on a GAAP book basis) as of December 31, 2011, and the lack of hard asset security available to lenders. * The Ba3 rating also reflects a degree of concentration risk as approx. 93% of the revenue over the next 7 years is derived from SCE and 79% of Terra-Gen's assets are located in California. In addition, Terra-Gen relies heavily on the Alta Wind projects, which represent approx. 60% of the consolidated cash flows to Terra-Gen over the next 7 years. Moody's also considered structural features in the term loan agreement, including a cash sweep that steps up or steps down depending upon the level of debt relative to cash flow. The initial sweep is expected to be set at 75% for periods in which Debt/CFADS > 3.5x but < 5.0x. The sweep will adjust to 100% if Debt/CFADS > 5.0x or to 50% if Debt/CFADS < 3.5x. The transaction provides for only a 1% required annual amortization, with additional amortization to be based upon the cash flow sweep mechanism. There is also a 9-month debt service reserve covering scheduled interest and principal. This is composed of a 3 month cash reserve and a 6-month letter of credit. Additionally, there are negative covenants that restrict the business and financial activities of the Borrower and its restricted subsidiaries. The stable outlook reflects the expectation that the portfolio of projects will generate relatively stable and predictable cash flows, since the cash flows are derived from long term contracts with investment grade counterparties. The outlook also assumes the near term stability in the credit quality of the project off- takers and anticipates that the projects will continue to be operated in a manner that allows them to perform as expected. Limited prospects exist for a rating upgrade in the near term. Over the longer term, positive trends that could lead Moody's to consider an upgrade would include a more rapid pay down of the project level debt than currently projected and better than projected base case financial performance. Negative trends that could lead Moody's to consider a downgrade would include credit deterioration by key contractual off-takers, substantial operating performance difficulties that result in a meaningful loss of cash flow available for debt service, and financial performance that is consistently below expectations. Further information on the ratings rationale and the credit strengths and concerns will be discussed in greater detail in a Pre-Sale Report to be posted on Moodys.com. The rating is predicated upon final documentation in accordance with Moody's current understanding of the transaction and final debt sizing consistent with initially projected credit metrics. The principal methodology used in this rating was Power Generation Projects published in December 2008. TRI-VALLEY CORP: Posts $2.5 Million Net Loss in 1st Quarter ----------------------------------------------------------- Tri-Valley Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $2.5 million on $720,905 of revenues for the three months ended March 31, 2011, compared with a net loss of $2.2 million on $1.2 million of revenues for the same period last year. The Company's balance sheet at March 31, 2011, showed $16.0 million in total assets, $6.8 million in total liabilities, and stockholders' equity of $9.2 million. Brown Armstrong Accountancy Corporation, in Bakersfield, Calif., expressed substantial doubt about Tri-Valley's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that of the Company's reoccurring net loss. A complete text of the Form 10-Q is available for free at: http://is.gd/jTcgrf Bakersfield, Calif.-based Tri-Valley Corp. (NYSE Amex: TIV) -- http://www.tri-valleycorp.com/-- explores for and produces oil and natural gas in California and has two exploration-stage gold properties in Alaska. TRIUS THERAPEUTICS: Incurs $10-Mil. First Quarter Net Loss ---------------------------------------------------------- Trius Therapeutics, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $10.06 million on $2.71 million of total revenues for the three months ended March 31, 2011, compared with a net loss of $4.27 million on $1.48 million of total revenues for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $41.16 million in total assets, $4.90 million in total liabilities, all current, $238,000 in deferred revenue and $36.02 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/7c1ChF About Trius Therapeutics San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) -- http://www.triusrx.com/-- is a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for serious, life-threatening infections. The Company's first product candidate, torezolid phosphate, is an IV and orally administered second generation oxazolidinone being developed for the treatment of serious gram-positive infections, including those caused by MRSA. In addition to the company's torezolid phosphate clinical program, it is currently conducting two preclinical programs using its proprietary discovery platform to develop antibiotics to treat infections caused by gram-negative bacteria. The Company has incurred losses since its inception and it anticipates that it will continue to incur losses for at least the next several years. The Company does not anticipate that its existing working capital, including the funds received on Aug. 6, 2010, from its IPO, alone will be sufficient to fund its operations through the successful development and commercialization of torezolid phosphate or any other products it develops. As a result, the Company says it will need to raise additional capital to fund its operations and continue to conduct clinical trials to support potential regulatory approval of torezolid phosphate and any other product candidates. The Company reported a net loss of $23.86 million on $8.03 million of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $22.68 million on $5.01 million of total revenues during the prior year. TROPICANA ENT: State of New Jersey Tax Claims Resolved ------------------------------------------------------ The Honorable Judith H. Wizmur signed a consent order resolving the State of New Jersey's motion to provide for the NJ Tax Division's claims. Adamar of NJ In Liquidation, LLC, and Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp. have agreed that: * Claim No. 804, a second amended priority claim, filed for $17,196,541, will remain in the claims register and will not be affected by the consent order. * Claim No. 806, a general unsecured claim, filed for $84,998,552, will remain on the claims register and will not be affected by the consent order. * The NJ Debtors will not pay the NJ Tax Division's priority claim asserted in Claim No. 804, and the general unsecured claim asserted in Claim No. 806. * Tropicana Entertainment, Tropicana Atlantic, and Tropicana AC are not liable for and will not pay the NJ Tax Division's Priority Claim asserted in Claim No. 804 as well as the general unsecured claim asserted in Claim No. 806; and * Tropicana Entertainment, Tropicana Atlantic, and Tropicana AC will not use the NJ Debtors' pre-March 8, 2010 net operating losses on their post-March 8, 2010 state tax returns. About Tropicana Entertainment Tropicana Entertainment Inc. is a publicly reporting company that, along with its affiliates, owns or operates nine casinos and resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey. The Company owns approximately 6,000 rooms, 9,000 slot positions and 250 table games. In addition, the Company owns a development property in Aruba. The company is based in Las Vegas, Nevada. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Tropicana Entertainment Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: LandCo Debtors Submit 1st Quarter Post-Conf. Report ------------------------------------------------------------------ Marie Ramsey, vice president of finance of the LandCo Debtors, submitted separate post-confirmation quarterly summary reports of the LandCo Debtors for the reporting period from Jan. 1, 2011, to March 31, 2011: Beginning Ending LandCo Debtor Cash Balance Cash Balance ------------- ------------ ------------ Adamar of Nevada Corporation $0 $0 Hotel Ramada of Nevada Corporation 0 0 Tropicana Development Company LLC 0 0 Tropicana Enterprises 0 0 Tropicana Las Vegas Holdings, LLC 0 0 Tropicana Las Vegas Resort and Casino, LLC 0 0 Tropicana Real Estate Company, LLC 0 0 The Chapter 11 Plan of the LandCo Debtors was confirmed on May 5, 2009, and was subsequently declared effective on July 1, 2009. About Tropicana Entertainment Tropicana Entertainment Inc. is a publicly reporting company that, along with its affiliates, owns or operates nine casinos and resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey. The Company owns approximately 6,000 rooms, 9,000 slot positions and 250 table games. In addition, the Company owns a development property in Aruba. The company is based in Las Vegas, Nevada. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Tropicana Entertainment Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: OpCo Debtors Submit 1st Quarter Post-Conf. Report ---------------------------------------------------------------- Lance Millage, chief financial officer and treasurer of Tropicana Entertainment Inc. submitted a post-confirmation quarterly summary report of the Reorganized OpCo Debtors for the reporting period of Jan. 1, 2011, through March 31, 2011. Tropicana Entertainment, LLC Cash Sources/Uses Summary For the Period Jan. 1 to March 31, 2011 Unaudited Beginning cash balance $48,066,336 All receipts received by Debtor: Cash sales 89,714,555 Collection of accounts receivable 0 Proceeds from litigation (settlement, etc) 0 Sale of Reorganized OpCo Debtor's assets 0 Capital infusion pursuant to OpCo Plan 0 -------------- Total cash received 89,714,555 -------------- Total cash available 137,780,891 Less all disbursements or payments: Disbursements made under the OpCo Plan, 0 excluding admin. claims of bankruptcy professionals Disbursements made pursuant to the admin. 233,090 claims of bankruptcy professionals All other disbursements made in the ordinary 71,414,279 course -------------- Total disbursements 71,647,369 -------------- Ending Cash Balance $66,133,521 ============== Tropicana Entertainment, LLC Combined Balance Sheet As of March 31, 2011 Unaudited ASSETS Current Assets Cash - unrestricted $30,446,634 Cash - restricted 15,293,589 Accounts receivable - net 14,237,523 Inventory 1,658,150 Notes receivable 0 Prepaid expenses 8,484,646 Other 0 -------------- Total Current Assets 70,120,542 Property, Plant and Equipment Real property, buildings, boats and 245,040,350 improvements Machinery and equipment 0 Furniture, fixtures and office equipment 34,372,999 Vehicles 0 Leasehold improvements / CIP 3,011,765 Less: Accumulated depreciation/depletion (22,850,813) -------------- Total property, plant and equipment 259,574,301 Due from affiliates and insiders 0 Other 64,501,723 -------------- TOTAL ASSETS $394,196,566 ============== LIABILITIES AND SHAREHOLDERS' DEFICIT Liabilities Not Subject to Compromise - Postpetition Liabilities: Accounts payable $8,468,748 Taxes payable 6,056,163 Notes payable 0 Professional fees 0 Secured debt 0 Due to affiliates and insiders (109,082) Other 57,359,237 -------------- Total postpetition liabilities 71,775,066 Liabilities Subject to Compromise - Prepetition Liabilities: Secured debt - per plan 0 Priority debt - per plan 0 Unsecured debt - per plan 0 Other - per plan 0 -------------- Total prepetition liabilities 0 -------------- Total Liabilities 71,775,066 Equity: Common stock 0 Retained earnings (deficit) 322,421,500 -------------- Total Equity (Deficit) 322,421,500 -------------- TOTAL LIABILITIES AND OWNERS' EQUITY $394,196,566 ============== The OpCo Debtors' Plan became effective on March 8, 2010. Accordingly, at the Effective Date, the OpCo Debtors emerged from Chapter 11 and are no longer debtors-in-possession. About Tropicana Entertainment Tropicana Entertainment Inc. is a publicly reporting company that, along with its affiliates, owns or operates nine casinos and resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey. The Company owns approximately 6,000 rooms, 9,000 slot positions and 250 table games. In addition, the Company owns a development property in Aruba. The company is based in Las Vegas, Nevada. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Tropicana Entertainment Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TWIN CITY: Wells Fargo Holds Sr. Security Interest in Receivables ----------------------------------------------------------------- In the case, The Commercial and Savings Bank, v. Wells Fargo Bank National Association, as Indenture Trustee, Adv. Pro. No. 10-6130 (Bankr. N.D. Ohio), the parties seek a determination of who holds a senior security interest in Twin City Hospital's accounts receivable. Because of an error by the Ohio Secretary of State, the financing statement filed by the Defendant was not properly indexed. Thereafter, but before the error was recognized, the Plaintiff filed a financing statement claiming an interest in the receivables. The state agency later issued a corrective entry. As a result of the filings, both parties assert they hold the first lien in the accounts receivable. The Defendant filed a motion for summary judgment. In his April 22, 2011 Memorandum of Opinion, Bankruptcy Judge Russ Kendig ruled that Wells Fargo holds the senior security interest in Twin City Hospital's accounts receivable. A copy of the Court's Memorandum of Opinion and Order are available at http://is.gd/L7ccKZand http://is.gd/WitJDBfrom Leagle.com. About Twin City Hospital Dennison, Ohio-based Twin City Hospital filed for Chapter 11 bankruptcy protection on Oct. 13, 2010 (Bankr. N.D. Ohio Case No. 10-64360). Shawn M. Riley, Esq., at McDonald Hopkins LLC, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. UNIFI INC: Files Form 10-Q; Posts $4-Mil. Loss in March 31 Qtr. --------------------------------------------------------------- Unifi, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $4.04 million on $178.16 million of net sales for the quarter months ended March 27, 2011, compared with net income of $771,000 on $154.68 million of net sales for the quarter ended March 28, 2010. The Company also reported net income of $11.57 million on $512.98 million of net sales for the nine months ended March 27, 2011, compared with net income of $5.21 million on $439.79 million of net sales for the nine months ended March 28, 2010. The Company's balance sheet at March 27, 2011, showed $533.23 million in total assets, $242.72 million in total liabilities and $290.51 million in shareholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/AdUGqE About Unifi Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and http://www.repreve.com/-- is a diversified producer and processor of multi-filament polyester and nylon textured yarns and related raw materials. In December 2010, Standard & Poor's Ratings Services said that it raised its corporate credit and senior secured debt ratings on Greensboro, N.C.-based Unifi Inc. to 'B' from 'B-'. The ratings upgrade and stable outlook reflect S&P's belief that Unifi will continue to improve its operating performance and sustain its recently strengthened credit measures as it end-use markets continue to recover. UNIVERSAL SOLAR: Incurs $260,382 Net Loss in First Quarter ---------------------------------------------------------- Universal Solar Technology, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $260,382 on $955,011 of sales for the three months ended March 31, 2011, compared with a net loss of $248,642 on $0 of sales for the same period during the prior year. The Company's balance sheet at March 31, 2011, showed $9.65 million in total assets, $10.75 million in total liabilities and a $1.10 million total stockholders' deficiency. A full-text copy of the Form 10-Q is available for free at: http://is.gd/rKm4xW About Universal Solar Headquartered in Zhuhai City, Guangdong Province, in the People's Republic of China, Universal Solar Technology, Inc., was incorporated in the State of Nevada on July 24, 2007. It operates through its wholly owned subsidiary, Kuong U Science & Technology (Group) Ltd., a company incorporated in Macau, the People's Republic of China on May 10, 2007, and its subsidiary, Nanyang Universal Solar Technology Co., Ltd., a wholly foreign owned enterprise registered on Sept. 8, 2008 under the wholly foreign- owned enterprises laws of the PRC. The Company primarily manufactures, markets and sells silicon wafers to manufacturers of solar cells. In addition, the Company manufactures photovoltaic modules with solar cells purchased from third parties. As reported by the TCR on April 5, 2011, Paritz & Company, P.A., in Hackensack, New Jersey, expressed substantial doubt about Universal Solar Technology's ability to continue as a going concern, after auditing the Company's 2010 results. The independent auditors noted that the Company's current liabilities exceeded its current assets by $1,484,406 and the Company has incurred net loss of $1,519,274 since inception. The Company reported a net loss of $593,808 on $2.4 million of sales for 2010, compared with a net loss of $389,435 on $691,713 of sales for 2009. US AIRWAYS: Incurs $114,000,000 First Quarter Net Loss ------------------------------------------------------ US Airways Group, Inc. (NYSE: LCC) reported its first quarter 2011 financial results. The Company reported a net loss excluding special items for the first quarter 2011 of $110 million, or ($0.68) per share. This compares to the first quarter 2010 net loss excluding special items of $89 million, or ($0.55) per share. On a GAAP basis, the Company reported a net loss for the first quarter 2011 of $114 million, or ($0.71) per share. This compares to the first quarter 2010 net loss of $45 million, or ($0.28) per share. US Airways Group, Inc. Chairman and CEO Doug Parker stated, "Our first quarter results were clearly impacted by the extremely high price of oil, but our team did an exceptional job of managing to largely offset that impact. Demand for our product was strong and unit revenues increased more than eight percent. We also continued to keep our non-fuel expenses in check as evidenced by a year-over-year decline in our mainline non-fuel unit costs. "Operationally, our team of 32,000 employees continues to deliver outstanding results. As recently publicized, US Airways ranked first among the "Big Five" major network carriers in the annual Airline Quality Rating (AQR) report. The report, produced by Wichita State University and Purdue University, is an industry benchmark that measures airline reliability and service. Through February 2011, US Airways also ranked first among the major network carriers in baggage handling, and we continue to place among the best in both on-time arrivals and customer satisfaction as measured by the Department of Transportation. These results have translated into additional operational incentive pay for our team members of nearly $6 million so far in 2011. "Looking forward, our strong revenue performance, diligent cost control, capacity discipline and a commitment to industry leading operational reliability, have us well positioned to compete in the current high fuel cost environment." Revenue and Cost Comparisons A strong demand environment and a series of fare increases led to improved revenue performance. Total revenues in the first quarter were approximately $3.0 billion, up 11.7 percent versus the first quarter of 2010 on a 3.4 percent increase in total available seat miles (ASMs). Total revenue per available seat mile was 14.42 cents, up 8.1 percent versus the same period last year driven primarily by a 7.6 percent increase in passenger yields. Total operating expenses in the first quarter were $3.0 billion, up 12.8 percent over the same period last year due primarily to a $272 million increase in consolidated fuel expense. Mainline cost per available seat mile (CASM) was 13.09 cents, up 7.9 percent. Excluding fuel and special items, mainline CASM was 8.76 cents, down 1.3 percent versus the same period last year. Express CASM excluding fuel and special items was 15.10 cents, up 3.2 percent on a 6.5 percent increase in ASMs. Liquidity As of March 31, 2011, the Company had approximately $2.5 billion in total cash and investments, of which $345 million was restricted, up from $2.0 billion, of which $442 million was restricted on March 31, 2010. Notable First Quarter Accomplishments Became one of the first domestic airlines to implement a company- wide voluntary safety program through a fully functioning, FAA- validated Safety Management System (SMS). The SMS program enhances flying safety for the public, and occupational safety for employees, by moving from a traditional reactive approach to known risks and hazards into a more predictive approach. Signed multi-year agreement with Expedia, Inc., to continue to offer the airline's full range of products and services, including all fares and inventory through Expedia(R), Hotwire(R) and Egencia(R) sites around the world. As part of the agreement, Expedia has committed to working to enable the distribution of Choice Seats through new channels, including the Expedia online travel marketplace. Announced new, daily year-round service to begin June 2 between its hub at Philadelphia International Airport and Quebec City. US Airways Express carrier Air Wisconsin will operate three flights a day with 50-seat CRJ-200 aircraft. Received awards from LATINA Style magazine and the Human Rights Campaign for distinction as one of the 50 best companies for Latinas for 2010 and a 100 percent rating on the Corporate Equality Index, which measures companies' attitudes and policies toward lesbian, gay, bisexual and transgender employees and customers. Opened a new commissary facility at its Philadelphia hub. Originally built in 1998 by Gate Gourmet as a world-class flight kitchen and commissary facility, this new home for US Airways' catering functions allows the Company to provide a better product to our customers while creating a much improved work environment for employees. Announced that Piedmont Airlines, a wholly owned subsidiary of US Airways, will assume US Airways Express ground handling operations in US Airways' Phoenix hub and 14 other locations. Once the transition is complete, Piedmont will manage US Airways Express ground handling operations in each of the US Airways hubs. Additionally, on April 21, 2011, US Airways filed an antitrust lawsuit against Sabre Holdings Corporation and certain of its affiliates in Federal District Court for the Southern District of New York. The lawsuit alleges, among other things, that Sabre has engaged in anticompetitive practices to preserve its monopoly power by restricting US Airways' ability to distribute its products to its customers. A full-text copy of US Airways' 1st quarter 2011 financial results is available for free at: http://ResearchArchives.com/t/s?75df US Airways Group, Inc. Condensed Consolidated Balance Sheet As of March 31, 2011 ASSETS Current assets Cash and cash equivalents $2,073,000,000 Accounts receivable, net 457,000,000 Materials and supplies, net 236,000,000 Prepaid expenses and other 588,000,000 -------------- Total current assets 3,354,000,000 Property and equipment Flight equipment 4,144,000,000 Ground property and equipment 856,000,000 Less accumulated depreciation and amortization (1,355,000,000) -------------- 3,645,000,000 Equipment purchase deposits 133,000,000 -------------- Total property and equipment 3,778,000,000 Other assets Other intangibles, net 471,000,000 Restricted cash 345,000,000 Investments in marketable securities 45,000,000 Other assets 224,000,000 -------------- Total other assets 1,085,000,000 -------------- Total assets $8,217,000,000 ============== Liabilities and Stockholders' Deficit Current liabilities Current maturities of debt and capital leases $408,000,000 Accounts payable 479,000,000 Air traffic liability 1,361,000,000 Accrued compensation and vacation 161,000,000 Accrued taxes 237,000,000 Other accrued expenses 812,000,000 -------------- Total current liabilities 3,458,000,000 Non-current liabilities and deferred credits Long-term debt and capital leases, net of current maturities 3,885,000,000 Deferred gains and credits, net 338,000,000 Postretirement benefits other than pensions 142,000,000 Employee benefit liabilities and other 424,000,000 -------------- Total non-current liabilities and deferred credits 4,789,000,000 Stockholders' equity (deficit) Common stock 2,000,000 Additional paid-in capital 2,116,000,000 Accumulated other comprehensive income 13,000,000 Accumulated deficit (2,161,000,000) -------------- Total stockholders' equity (deficit) (30,000,000) -------------- Total liabilities and stockholders' equity $8,217,000,000 ============== US Airways Group, Inc Condensed Consolidated Statement of Operations For the Three Months Ended March 31, 2011 Operating revenues: Mainline passenger $1,900,000,000 Express passenger 685,000,000 Cargo 43,000,000 Other 333,000,000 -------------- Total operating revenues 2,961,000,000 Operating expenses: Aircraft fuel and related taxes 734,000,000 Salaries and related costs 573,000,000 Express expenses 770,000,000 Aircraft rent 164,000,000 Aircraft maintenance 163,000,000 Other rent and landing fees 129,000,000 Selling expenses 100,000,000 Special items, net 3,000,000 Depreciation and amortization 60,000,000 Other 304,000,000 -------------- Total operating expenses 3,000,000,000 Operating loss (39,000,000) Non-operating income (expense): Interest income 1,000,000 Interest expense, net (77,000,000) Other, net 1,000,000 -------------- Total non-operating expense, net (75,000,000) Loss before income taxes (114,000,000) Income tax provision - -------------- Net loss ($114,000,000) ============== US Airways Group, Inc. Condensed Consolidated Statement of Cash Flows For the Three Months Ended March 31, 2011 Net cash provided by operating activities $345,000,000 Cash flows from investing activities: Purchases of property and equipment (40,000,000) Sales of marketable securities 12,000,000 Decrease in long-term restricted cash 19,000,000 -------------- Net cash used in investing activities (9,000,000) Cash flows from financing activities: Repayments of debt & capital lease obligations (128,000,000) Proceeds from issuance of debt 6,000,000 Deferred financing costs - -------------- Net cash used in financing activities (122,000,000) Net increase in cash and cash equivalents 214,000,000 Cash and cash equivalents at beginning of period 1,859,000,000 -------------- Cash and cash equivalents at end of period $2,073,000,000 ============== Annual Report Filed With SEC US Airways Group, Inc. filed its annual report on Form 10-K with the U.S. Securities and Exchange Commission for the year ended Dec. 31, 2010. A full-text copy of the Annual Report is available for free at: http://ResearchArchives.com/t/s?74b2 About US Airways US Airways --http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). As of Sept. 30, 2010, US Airways had $8.006 billion in total assets, $3.049 billion in current liabilities, $4.883 billion in non-current liabilities, and $74 million in stockholders' equity. * * * US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. US AIRWAYS: Provides Update on 2011 Financial Outlook ----------------------------------------------------- US Airways Group Inc. has filed with the U.S. Securities and Exchange Commission on April 26, 2011, a report about its financial and operational outlook for 2011 on Form 8-K. The company disclosed that it would reduce capacity in the third and fourth quarter by approximately 1% percent versus its previous guidance. With these changes, 2011 total system capacity is now expected to be up approximately 1% versus 2010, US Airways Group said. US Airways Mainline is forecast to be up approximately 1.5%, with domestic capacity expected to be up slightly and international up approximately 4%. Meanwhile, US Airways Express is expected to be down approximately 1%. US Airways Group also disclosed that as of March 31, 2011, it had approximately $2.46 billion in total cash and investments, of which $345 million was restricted. Meanwhile, the company's auction rate securities had a book value of $45 million as of that date. A full-text copy of the report is available for free at http://ResearchArchives.com/t/s?75d3 About US Airways US Airways --http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). As of Sept. 30, 2010, US Airways had $8.006 billion in total assets, $3.049 billion in current liabilities, $4.883 billion in non-current liabilities, and $74 million in stockholders' equity. * * * US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. US AIRWAYS: Court Denies Dismissal of F. Holcombe's Claims ---------------------------------------------------------- Fougere Holcombe, a former employee of US Airways Inc., filed Claim No. 3018 in USAir's second bankruptcy case to seek payment of $60.475 million for alleged employment discrimination. Ms. Holcombe's claim was opposed by the Reorganized Debtors, which filed a motion for summary judgment seeking disallowance of the claim. The claim was disallowed by order of the U.S. Bankruptcy Court for the Eastern District of Virginia entered on April 2, 2007. Following the Bankruptcy Court's ruling, Ms. Holcombe appealed to the U.S. District Court for the Eastern District of Virginia which entered an order affirming the Bankruptcy Court's decision on November 16, 2007. Ms. Holcombe reportedly did not seek or obtain a stay pending appeal both in the Bankruptcy Court and the District Court. Ms. Holcombe then appealed to the U.S. Court of Appeals for the Fourth Circuit, which entered an order affirming the Bankruptcy Court's decision. The Court of Appeals, however, reversed the District Court's November 16 order to the extent of any claims stemming from discriminatory acts committed by US Airways after March 18, 2003, the date its Chapter 11 plan of reorganization in its first bankruptcy case was confirmed. After the Court of Appeals' order took effect on May 6, 2010, a status hearing on the matter was held during which the District Court remanded the matter back to the Bankruptcy Court. The Reorganized Debtors, on June 8, 2010, filed a motion to dismiss any claims asserted by Ms. Holcombe as a result of the remand on her appeal from the Court of Appeals. They asserted that whatever claims that have survived the Court of Appeals' remand are either equitably or constitutionally moot and must be dismissed since Ms. Holcombe did not obtain a stay pending appeal of the Bankruptcy Court's order and that all the stock reserved for her claim had already been distributed to other creditors. In an order dated March 22, 2011, Judge Stephen Mitchell of the U.S. Bankruptcy Court for the Eastern District of Virginia denied US Airways' motion to dismiss Ms. Holcombe's claim. Judge Mitchell said the Bankruptcy Court is unable to find that Ms. Holcombe's claim has become moot simply because US Airways has improperly distributed to others the stock that would have been available for distribution to her on account of her claim. Judge Mitchell pointed out that although recovering the shares of stock is likely impossible, the Bankruptcy Court is not convinced that alternate relief in the form of monetary judgment equal to the value of the shares could not be decreed. The Bankruptcy Court will hold an evidentiary hearing on June 20, 2011, on the issue of whether US Airways discriminated against Ms. Holcombe under the Americans with Disabilities Act after the Plan Confirmation Date. The parties may conduct additional discovery limited to the issues specified in the Court of Appeals' remand order. Any discovery will be concluded no later than May 16, 2011. Without leave of court, no party may take more than two non-party depositions or propound more than 15 interrogatories. The Bankruptcy Court will consider any motions for summary judgment at the June 6, 2011 hearing. The deadline for filing motions for summary judgment is May 23, 2011, while the deadline for filing responses is June 2, 2011. In connection with the Bankruptcy Court's March 22 order, US Airways filed a motion to compel Ms. Holcombe to respond to the discovery and attend the deposition on May 16, 2011. It also requested sanctions against the claimant and her attorney, Vladimir Matsiborchuk, for their alleged flagrant misconduct in failing to respond to the discovery. Ms. Holcombe allegedly refused to participate in the discovery in retaliation for US Airways' alleged failure to provide documents and because she does not recognize the Bankruptcy Court's authority to order discovery or conduct a hearing on the matter. The Bankruptcy Court will hold a hearing to consider US Airways' motion on May 3, 2011. The deadline for filing objections is May 2, 2011. Court Denies Holcombe's Cross-Motion In the same order, Judge Mitchell also denied Ms. Holcombe's cross-motion to set aside the April 2, 2007 Order disallowing her claim. Ms. Holcombe filed the cross-motion on June 17, 2010, asserting that she should be given an opportunity to litigate, not merely the issue remanded by the Court of Appeals, but the entirety of her claim because the April 2 order was obtained by a fraud on the Bankruptcy Court and that she is entitled under Rule 60(b)(3) to relief from that order. She alleged, among other things, that US Airways presented a fraudulently-altered document in support of the summary judgment motion that resulted in the disallowance of her claim. Judge Mitchell said that since the altered document played no part in the Bankruptcy Court's analysis, there is no basis to set aside the summary judgment ruling simply because the document had been part of the record before the Bankruptcy Court at the time the summary judgment ruling was made. Judge Mitchell also ruled that the other requests of Ms. Holcombe including her requests for a full accounting with respect to disbursement of the reserve for her claim; the disgorgement of attorney's fees, and the imposition of sanctions under Rule 11(b) were denied. Holcombe Appeals April 2 Ruling Fougere Holcombe notified the U.S. Bankruptcy Court for the Eastern District of Virginia that she will take an appeal from Judge Stephen Mitchell's March 22, 2011 ruling denying her cross- motion to set aside an April 2, 2007 order. The April 2 order disallowed Ms. Holcombe's Claim No. 3018, which seeks payment of $60.475 million for US Airways Inc.'s alleged employment discrimination in violation of the Americans with Disabilities Act. Ms. Holcombe is seeking a determination on whether the Bankruptcy Court: (1) erred in denying relief under Rule 60 (b)(3) of the Federal Rules of Bankruptcy Procedure when it found that the undisputedly fabricated US Airways Human Resources letter, which purposefully concealed the company's admission of availability of accommodation for her and deprived her of any opportunity to prove that US Airways violated its duty to provide reasonable accommodation, is irrelevant; (2) erred in denying relief under Rule 60 (b)(3) when it found that US Airways' concealment of information and documents, which would allow her to prosecute her ADA claims despite the bankruptcy discharge, is irrelevant; and (3) erred in denying imposition of sanctions against the Debtors and their lawyers under Rule 11 for their subversion of the process. Ms. Holcombe previously filed an application to proceed in forma pauperis on her appeal but she eventually withdrew her application. About US Airways US Airways --http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). As of Sept. 30, 2010, US Airways had $8.006 billion in total assets, $3.049 billion in current liabilities, $4.883 billion in non-current liabilities, and $74 million in stockholders' equity. * * * US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. US AIRWAYS: January to March Traffic Results -------------------------------------------- US Airways Group, Inc. announced March and year-to-date 2011 traffic results. Mainline revenue passenger miles (RPMs) for the month were 5.1 billion, up 3.9 percent versus March 2010. Mainline capacity was 6.1 billion available seat miles (ASMs), up 3.6 percent versus March 2010. Mainline passenger load factor was 83.4 percent, up 0.2 points versus March 2010. In February, mainline revenue passenger miles (RPMs) for the month were 4.0 billion, up 4.1 percent versus February 2010. Mainline capacity was 5.2 billion available seat miles (ASMs), up 5.3 percent versus February 2010. Mainline passenger load factor was 76.8 percent, down 0.8 points versus February 2010. In January, mainline revenue passenger miles (RPMs) for the month were 4.5 billion, up 3.9 percent versus January 2010. Mainline capacity was 5.7 billion available seat miles (ASMs), down 0.3 percent versus January 2010. Mainline passenger load factor was 78.3 percent, a record for the month of January and up 3.2 points versus January 2010. About US Airways US Airways --http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). As of Sept. 30, 2010, US Airways had $8.006 billion in total assets, $3.049 billion in current liabilities, $4.883 billion in non-current liabilities, and $74 million in stockholders' equity. * * * US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. US TELEPACIFIC: S&P Keeps 'B-' Ratings on Corp. Credit & Term Loan ------------------------------------------------------------------ Standard & Poor's Ratings Services said Los Angeles-based competitive local exchange carrier (CLEC) U.S. TelePacific Corp.'s (B-/Stable/--) proposed $50 million add-on to its $435 million senior secured term loan does not affect S&P's ratings on the company. TelePacific plans to use the add-on loan proceeds to finance the proposed $36 million acquisition of hosted Voice over Internet protocol (VoIP) provider TeleKenex and the $7 million purchase of data center operator OCiX, add about $6 million of cash to the balance sheet, and pay related fees and expenses. "We expect TelePacific's financial risk profile to remain highly leveraged, with pro forma adjusted leverage of about 6.9x. Our leverage calculation includes the present value of operating leases and circuit lease obligations, as well as the debt-like treatment of its preferred stock. Still, we view the acquisitions as modestly positive for TelePacific's business risk profile as they will expand its product portfolio, increase bandwidth capabilities, and allow it to target higher end business customers, which generally have lower churn and higher average revenue per user (ARPU) characteristics," S&P related. The 'B' corporate credit rating on parent U.S. TelePacific Holdings Corp. remains unchanged. Rating List U.S. TelePacific Holdings Corp. Corporate Credit Rating B-/Stable/-- U.S. TelePacific Corp. Senior Secured $485 mil term loan B- Recovery Rating 4 UTSTARCOM INC: CEO Lu Inks Employment Pact with China uNIT ---------------------------------------------------------- Jack Lu, the Chief Executive Officer of UTStarcom, Inc., entered into an employment agreement with UTStarcom (China) Co., Ltd., a subsidiary of the Company, that is to be effective as of March 1, 2011. The Employment Contract is a form agreement used in the People's Republic of China and, accordingly, the Subsidiary and Mr. Lu also entered into the Amendment to Employment Contract, dated May 5, 2011, to (a) amend (i) the involuntary termination severance agreement previously entered into between the Company and Mr. Lu and (ii) certain terms of the Employment Contract and (b) provide Mr. Lu with the applicable executive benefits offered to non-Chinese executives working in the PRC. The terms of the Employment Contract as amended by the Amendment reflect the terms previously approved by the Company's board of directors on Feb. 24, 2011. A full-text copy of the Employment Contract is available for free at http://is.gd/LTYLhg A full-text copy of the Amendment to Employment Contract is available for free at http://is.gd/hUfd8h About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. The Company reported a net loss of $65.29 million on $291.53 million of net sales for the year ended Dec. 31, 2010, compared with a net loss of $225.70 million on $386.34 million of net sales during the prior year. The Company's balance sheet at Dec. 31, 2010 showed $784.28 million in total assets, $535.34 million in total liabilities and $248.94 million in total equity. VIKING SYSTEMS: Incurs $446,255 Net Loss in First Quarter --------------------------------------------------------- Viking Systems, Inc., reported a net loss applicable to common shareholders of $446,255 on $3.12 million of net sales for the three months ended March 31, 2011, compared with a net loss attributable to common shareholders of $295,450 on $1.91 million of net sales for the same period a year ago. The Company's balance sheet at March 31, 2011, showed $4.24 million in total assets, $2.49 million in total liabilities, all current and $1.75 million in total stockholders' equity. Jed Kennedy, President and CEO of Viking Systems said, "We are very pleased with the progress we made this quarter, which represents the first full quarter of sales of our new 3DHD Vision System since its launch in October 2010. Not only did we experience 63% growth in sales in this quarter but we now also have twenty 3DHD demonstration systems deployed which we believe is essential to ramping up sales later in the year." A full-text copy of the press release announcing the financial results is available for free at http://is.gd/DAvEux About Viking Systems Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB: VKNG.OB) -- http://www.vikingsystems.com/-- is a developer, manufacturer and marketer of visualization solutions for complex minimally invasive surgery. The Company partners with medical device companies and healthcare facilities to provide surgeons with proprietary visualization systems enabling minimally invasive surgical procedures, which reduce patient trauma and recovery time. The Company reported a net loss applicable to common shareholders of $2.44 million on $8.04 million of sales for the year ended Dec. 31, 2010, compared with a net loss applicable to common shareholders of $1.07 million on $7.22 million of sales during the prior year. The report from Viking Systems, Inc.'s independent registered public accounting firm, Squar, Milner, Peterson, Miranda & Williamson, LLP, dated February 22, 2010, includes a going concern explanatory paragraph which states that factors relating to the Company's net losses and working capital concerns raise substantial doubt the Company's ability to continue as a going concern. Viking Systems said it will need to generate significant additional revenue to achieve profitability and it may require additional financing during 2010. "The going concern explanatory paragraph in the independent auditor's report emphasizes the uncertainty related to our business as well as the level of risk associated with an investment in our common stock," Viking Systems said. VISHAY INTERTECH: Share Buyback No Effect on Ba3 CFR, Moody's Says ----------------------------------------------------------------- Moody's Investors Service said that Vishay Intertechnology, Inc.'s Ba3 Corporate Family Rating, its positive ratings outlook and SGL- 1 liquidity rating are not affected by the Company's announcement that it is issuing $150 million of new convertible senior notes to fund share buybacks. The Company is issuing new debt as the majority of its $1 billion in cash and short-term investments balances resides in jurisdictions outside the U.S. The principal methodology used in rating Vishay Intertechnology, Inc. was Global Semiconductor Industry rating methodology published in November 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009 Vishay Intertechnology, Inc., headquartered in Malvern, PA, is one of the largest manufacturers and suppliers of discrete passive and active electronic components. Vishay reported $2.8 billion in annual revenues for the twelve months ended April 2, 2011. VISHAY TECHNOLOGY: S&P Gives 'BB' Rating on $150MM Debentures ------------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'BB' rating to Malvern, Pa.-based Vishay Intertechnology Inc.'s $150 million senior unsecured convertible debentures due 2041. "The rating is the same as our corporate credit rating on the company. The recovery rating is '4', indicating average (30%-50%) recovery in the event of a payment default. Vishay's rating has sufficient capacity to accommodate the new debt without affecting the corporate credit rating and stable outlook," S&P related. "The ratings on Vishay reflect its competitive and fragmented markets, volatile operating trends through a business cycle, and expectations for a somewhat leveraged capital structure over time," said Standard & Poor's credit analyst William Backus. Selected leading market positions among its product portfolio, a diverse customer base, and low technology risks partially mitigate these factors. VISIONS GOLF: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Visions Golf, LLC dba Walden Lake Golf & Country Club 2001 Clubhouse Drive Plant City, FL 33566 Bankruptcy Case No.: 11-08840 Chapter 11 Petition Date: May 9, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Alberto F Gomez, Jr., Esq. MORSE & GOMEZ, PA 119 S. Dakota Avenue Tampa, FL 33606 Tel: (813) 301-1000 E-mail: algomez@morsegomez.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Stephen J. Mercer, managing member. VITRO SAB: U.S. Units Arrange $30-Mil. Loan from Bank of America ---------------------------------------------------------------- Bill Rochelle, bankruptcy columnist for Bloomberg News, reports that the U.S. units of Vitro SAB undergoing bankruptcy reorganization in Texas negotiated a larger credit agreement with secured lender Bank of America NA. The new loan will be $30 million. After surveying the market, Vitro decided that Bank of American had the best offer. The proposed new $30 million loan will include a revolving credit and a letter of credit facility. Mr. Rochelle relates that after bondholders filed involuntary Chapter 11 petitions against Vitro U.S. subsidiaries in November, the bankruptcy court in December gave the domestic companies the right to continue borrowing under the pre-bankruptcy credit agreement. Bank of America was owed about $24.7 million in April when the companies put themselves into Chapter 11. The debt at the time included $8.6 million owing on a revolving credit and a potential liability of $14.2 million on outstanding letters of credit. Ruling on Venue Later This Week Mr. Rochelle also reports that the bankruptcy court in Dallas held a hearing on May 9 to decide if the Chapter 15 case of the Vitro parent should be moved to Texas and be administered along with the Chapter 11 case of the subsidiaries. At the conclusion of the hearing, the judge said he would rule later this week. 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. WALL STREET SYSTEMS: S&P Gives 'B' CCR; Outlook is Stable --------------------------------------------------------- Standard & Poor's Ratings Services assigned a preliminary 'B' corporate credit rating to Wall Street Systems Holdings Inc., a U.S. provider of treasury and foreign exchange trade processing software and services and a wholly owned subsidiary of Ion Investment Group (unrated). The outlook is stable. "At the same time, we assigned a preliminary 'B' rating to the company's proposed $25 million senior secured revolving credit facility (RCF) due 2016 and the $200 million first-lien term loan due 2017. The preliminary recovery rating is '3', indicating our expectation for meaningful (50%-70%) recovery in the event of a payment default," S&P related. S&P continued, "We also assigned a preliminary 'B-' rating to the company's $125 million second-lien term loan due 2018. The preliminary recovery rating is '5', indicating our expectation for a modest (10%-30%) recovery in the event of a payment default." "The rating reflects Wall Street Systems' very narrow market position and a highly leveraged financial profile," said Standard & Poor's credit analyst William Backus. "Our expectation that the company will continue to generate stable revenues and positive free cash flow partially offsets those factors." Wall Street Systems provides treasury management and foreign exchange trade processing software and services for multinational corporations and commercial and central banks. "Despite difficult economic conditions, its revenues have grown in excess of 10% on a compound annual basis for the past several years," added Mr. Backus. WATERSCAPE RESORT: $126MM Sale Deal Underpins Restructuring Plan ---------------------------------------------------------------- Waterscape Resort LLC on Friday filed with the Bankruptcy Court a restructuring proposal that is premised on a $126 million sale of the hotel portion of the Debtor's midtown Manhattan hotel and condominium project. Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reports that Waterscape Resort unveiled details of the 165-room hotel sale to an entity called 70 West 45th Street Holding LLC when for it Chapter 11 protection in early April. Attorneys for both buyer and seller have declined to identify the buyer but said that it is an international investor. According to DBR, Waterscape Resort said the sale will allow it to pay off most of its senior lender's debt and frees it to earmark the proceeds from future luxury condominium sales to its other creditors. DBR reports the highlights of the Plan: -- Waterscape Resort proposes to pay its creditors, who are owed $141.5 million, in full over time. Company officials said that the plan proposes a "full recovery on the fastest track possible" for creditors behind the newly built luxury development. -- the lending arm of U.S. Bank, the project's senior lender, will take $120 million of the hotel sale's proceeds to satisfy the $126 million it is owed. The remaining amount will be paid back within three months after the plan takes effect. -- Junior lender UBS Capital Resources Inc., owed about $8.4 million, and a pool of unsecured trade creditors will be paid over time as the company sells more of the 57 luxury condominiums that share space in the high-rise hotel building. The units were recently appraised at about $83 million, according to court documents. -- the sale proceeds will also be used to pay off a possible judgment from mechanics' liens that were filed on the development after a legal battle erupted between Waterscape Resort and the firm it hired to manage construction, Pavarini McGovern LLC. DBR recounts that Waterscape Resort sued Pavarini in New York state court over alleged insurance fraud, for which the developer sought at least $30 million in damages, court papers show. Pavarini has moved to dismiss the complaint. Waterscape Resort alleges that, throughout construction, Pavarini "missed every deadline," performed "defective, nonconforming and incomplete work," caused "dangerous conditions," and falsely billed and collected $200,000 from Waterscape Resort for insurance Pavarini never procured. DBR notes that throughout the controversy, Pavarini filed millions of dollars worth of mechanics liens, which Waterscape Resort said has prevented it from selling additional units. Waterscape, however, has asked the bankruptcy court for permission to sell four condo units throughout the proceedings, despite the mechanics' liens. About Waterscape Resort Waterscape Resort LLC owns the Cassa NY Hotel and Residences. It filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-11593) on April 5, 2011, represented by Troutman Sanders LLP as bankruptcy counsel. The Debtor estimated its assets and debts at $100 million to $500 million. WAVERLY GARDENS: Court Considers Case Dismissal Plea on May 24 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Tennessee will convene a hearing on May 24, 2011, at 11:00 a.m., to consider the motion to dismiss the Chapter 11 cases of Waverly Gardens of Memphis, LLC, and Kirby Oaks Integra, LLC. Objections, if any, ae due May 16. On April 29, the Shelby County Trustee related that according to records, the Debtors have failed to pay ad valorem property taxes assessed for tax years 2009 and 2010. As of April 30, the amount of unpaid post petition taxes owed by Debtors to Shelby County totals $154,181. As reported in the Troubled Company Reporter on April 27, 2010, Richard F. Clippard, the U.S Trustee for Region 8, asked the Court to dismiss the Debtors' Chapter 11 cases because the Debtors failed to file monthly operating reports since Dec. 31, 2009, until the present. The U.S. Trustee added that without timely operating reports, he cannot determine the exact amount of quarterly fees due, because this amount is calculated based upon information contained in the monthly operating reports. TCR reported on Oct. 17, 2008, that the U.S Trustee also sought for the dismissal of the Debtors' case because of their failure to file: (i) schedules of assets and liabilities; (ii) statement of financial affairs; (iii) attorney fee disclosure statement; and (iv) list of equity security holders. The Shelby County Trustee is represented by: Elijah Noel, Jr., Esq. Delinquent Tax Attorney 160 N. Main St., 2nd Floor Memphis, TN 38103 Tel: (901) 545-3084 About Waverly Gardens of Memphis Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two senior living facilities consisting of a total of 248 units. Waverly Gardens consists of 196 rental units and is located at 6539 Knight Arnold Road, Memphis, Tennessee 38115. Kirby Oaks consists of 52 rental units and is located at 6551 Knight Arnold Road, Memphis, Tennessee 38115. The Debtors filed separate petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D. Tenn. Lead Case No. 08-30218). Michael P. Coury, Esq., and Robert Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens & Cannada, represent the Debtors as counsel. Waverly Gardens estimated assets at $10 million to $50 million, and debts at $1 million to $10 million. Kirby Oaks estimated assets and debts at $1 million and $10 million. WILLIAM PHILLIPS: Court Says Factual Error in Order "Harmless" -------------------------------------------------------------- Bankruptcy Judge Thomas E. Carlson amended his earlier decision denying William D. Phillips' motion for reconsideration of an order granting Wells Fargo Bank N.A. relief from the automatic stay. The Court denied the Debtor's motion on the erroneous basis that the automatic stay had terminated by operation of law. Judge Carlson said he should have denied the motion on the basis that the foreclosure sale of the Debtor's asset had already occurred and that, therefore, the hearing the Debtor sought on the motion was untimely. Because the motion for reconsideration properly could have been denied as untimely, Judge Carlson said the factual error in his order denying the Debtor's motion for reconsideration was harmless. Accordingly, there is no basis to vacate the order denying the Debtor's motion for reconsideration. A copy of Judge Carlson's April 22, 2011 Memorandum correcting his April 6 order is available at http://is.gd/o34B4wfrom Leagle.com. William D. Phillips filed a previous bankruptcy case (Bankr. N.D. Calif. Case No. 11-30273), that was dismissed on Feb. 18, 2011. He filed another petition (Bankr. N.D. Calif. Case No. 11-30646) three days later, on Feb. 21, 2011. The Debtor owns real property commonly known as 1704-1706 Church Street, San Francisco, California. Wells Fargo Bank, N.A., Indenture Trustee for the Grand Pacific Business Loan Trust 2005-1 Notes, holds a first deed of trust on the Property. Pensco FBO Hong Zheng Acct #ZH001 holds a second deed of trust on the Property. YAZDANI INVESTMENTS: Case Summary & Largest Unsecured Creditor -------------------------------------------------------------- Debtor: Yazdani Investments, LLC 624 Walker Road Great Falls, VA 22066 Bankruptcy Case No.: 11-13491 Chapter 11 Petition Date: May 10, 2011 Court: U.S. Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Stephen S. Mitchell Debtor's Counsel: Ann E. Schmitt, Esq. CULBERT & SCHMITT, PLLC 30C Catoctin Circle SE Leesburg, VA 20175 Tel: (703) 737-6377 Fax: (703) 737-6370 E-mail: aschmitt@culbert-schmitt.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Mansour Yazdani, member. Affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Hedieh, Inc. 10-14587 06/02/10 Sterling WH Company, LLC 09-18914 10/29/09 The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America 10911 Belgravia $2,000,000 Mail Stop CA6-919--1-43 Court 400 National Way Great Falls, VA Simi Valley, CA 93065 22066 YRC WORLDWIDE: Incurs $102.27 Million Net Loss in First Quarter --------------------------------------------------------------- YRC Worldwide Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $102.27 million on $1.12 billion of operating revenue for the three months ended March 31, 2011, compared with a net loss of $274.14 million on $987.14 million of operating revenue for the same period during the prior year. The Company said that consolidated operating revenue for the first quarter of 2011 was $1.1 billion and consolidated operating loss was $68 million. The first quarter 2011 operating revenue and operating loss were impacted by extreme winter weather and included $8 million of restructuring professional fee expenses. In addition, the company recorded a 2011 first quarter charge of $17 million to increase its self-insured claims reserve, primarily related to workers' compensation claims, which occurred during or were open and unsettled at the 2009 integration of the Yellow and Roadway network operations. As a comparison, the company reported consolidated operating revenue of $987 million for the first quarter of 2010 and an operating loss of $233 million, which included a $108 million charge for union employee equity awards, $12 million of restructuring professional fee expenses and an $11 million charge for prior years' self-insured claims. The Company's balance sheet at March 31, 2011, showed $2.62 billion in total assets, $2.91 billion in total liabilities, and a $287.64 million total shareholders' deficit. A copy of the press release announcing the first quarter results is available for free at: http://ResearchArchives.com/t/s?75f7 A full-text copy of the Form 10-Q is available for free at: http://is.gd/OKMpkm About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that through wholly owned operating subsidiaries offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. KPMG LLP's audit reports on the consolidated financial statements of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each contain an explanatory paragraph that states that the Company has experienced significant declines in operations, cash flows and liquidity and these conditions raise substantial doubt about the Company's ability to continue as a going concern. * * * In January 2011, Standard & Poor's Ratings Services placed its 'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on CreditWatch developing. At the same time, S&P is withdrawing the existing issue level ratings on Yellow Corp.'s senior unsecured debt, given the negligible amounts outstanding. "The ratings on Overland Park, Kan.-based YRCW reflect its near- term liquidity challenges, meaningful off-balance-sheet contingent obligations related to multiemployer pension plans, as well as its participation in the competitive, capital-intensive, and cyclical trucking industry," said Standard & Poor's credit analyst Anita Ogbara. "YRCW's substantial (albeit deteriorating) market position in the less-than-truckload (LTL) sector, which has high barriers to entry, partially offsets these characteristics. We characterize YRCW's business profile as weak, financial profile as highly leveraged, and liquidity as weak." As reported by the TCR on March 22, 2011, Moody's Investors Service has lowered the Corporate Family Rating of YRC Worldwide, Inc to Ca from Caa3. The rating outlook is negative. The rating has been downgraded in response to the company's recent disclosure of a "Milestone Failure" relating to requirements under its amended credit agreement. Moody's believes that this development increases the risk in YRC's efforts to conclude critical refinancing that is instrumental to its ability to avoid bankruptcy. As reported by the TCR on May 5, 2011, Fitch Ratings downgraded YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior unsecured rating affirmed at 'C/RR6'. In addition, Fitch has removed YRCW's ratings from Rating Watch Negative. Fitch said that although it appears increasingly likely that the company will successfully complete the restructuring, until the transactions constituting the restructuring close, which is not anticipated until late July 2011, there exists a potential for the transaction to fail, in which case Fitch expects the company would be forced to file for Chapter 11 bankruptcy protection. * Judge Sentences Commodities Trader Behind $7.8 Million Scam ------------------------------------------------------------- Dow Jones' DBR Small Cap reports that a commodities trader who bilked natural-gas companies out of $7.8 million in a years-long scam was sentenced on Monday to six years in federal prison and ordered to repay those ill-gotten gains. * Allen Matkins Adds Pauline Stevens to Firm -------------------------------------------- Allen Matkins Leck Gamble Mallory & Natsis LLP expanded its financial transactions practice with the addition of Pauline Stevens, as partner, in the firm's Los Angeles office. Stevens represents financial institutions and other parties to financial transactions throughout the credit cycle and will further bolster the Allen Matkins financial transactions practice. She prides herself on providing legal advice that is both practical from a business perspective and informed by the regulatory, operational, and administrative needs of financial institutions. "With Pauline's arrival, our corporate transactional practice takes another step forward. Her strength is helping creditors successfully navigate the deep and difficult process of commercial financing transactions," said Joe Davidson, chair of Allen Matkins' corporate practice group. "The firm's clients will benefit from her expertise and breadth of industry experience in a broad range of financial transactions." "Allen Matkins has a well-established practice in the area of commercial and industrial, as well as real estate financing, with many lawyers already practicing in the area," said Stevens. "I look forward to helping to build out that platform while providing clients with access to the firm's existing areas of unique expertise." Stevens regularly represents clients in connection with syndicated and bilateral secured and unsecured credit facilities as well as other financial products, including foreign exchange, swaps, cash management and trade finance products for companies engaged in businesses ranging from homebuilding to agricultural operations, entertainment, health care, and technology. Stevens is a Fellow in the American College of Commercial Finance Lawyers, Chair of the American Bar Association Secured Transactions Subcommittee of the American Bar Association Business Law Section and Vice Chair of the Los Angeles County Bar Commercial Law Committee. In the past, she has served as Vice Chair of the California State Bar Business Law Section Executive Committee, Chair of the Uniform Commercial Code Section of the Business Law Section of the California State Bar Association, and member of the Board of Directors of the Financial Lawyers Conference. She is a member of the American Bar Association, California Bar Association, Los Angeles County Bar Association and National Bond Lawyers Association. Prior to joining Allen Matkins, Stevens was a partner with Morrison & Foerster LLP. Stevens received her J.D. from the University of Pennsylvania Law School, and her A.B. from Vassar College. Stevens' addition follows other high-profile additions to Allen Matkins' corporate group, which most recently included the addition of Ethna Piazza, a partner in the firm's Del Mar Heights office. For more than 25 years Piazza has advised entrepreneurs, investors, family-owned businesses and companies ranging from start-ups, to mid-market (both public and private), to multi- national corporations in a significant number of mergers and acquisitions, business and international contracts, and technology and intellectual property matters. About Allen Matkins Allen Matkins Leck Gamble Mallory & Natsis LLP -- http://www.allenmatkins.com-- founded in 1977, is a California- based law firm with approximately 220 attorneys in seven offices in four major metropolitan areas of California: Los Angeles, Orange County, San Francisco and San Diego. The firm's core specialties include real estate, real estate and commercial finance, construction, land use, natural resources, environmental, corporate and securities, intellectual property, joint ventures, taxation, bankruptcy and creditors' rights, employment and labor law, and dispute resolution and litigation in all these matters. For more than 30 years, Allen Matkins has helped clients turn opportunity and challenge into success by providing practical advice, innovative solutions and valuable business opportunities. * Steven Weisbrot Joins Kurtzman Carson Consultants --------------------------------------------------- Kurtzman Carson Consultants disclosed that Steven Weisbrot has joined the company as Director, Class Action Services. Weisbrot brings nearly a decade of litigation experience to KCC and will be working in the company's New York office. In his new role, Weisbrot will support the company's growth initiatives as a class action litigation expert and member of the business development team. He will also contribute his expertise to key client engagements. "Steven's knowledge of class action matters makes him a great addition to our team of experts in settlement administration," said Jon Orr, president of KCC. "He joins KCC at a time of significant growth and investment in our people, technology and resources to deliver a higher standard of settlement administration services." Prior to joining KCC, Weisbrot was an attorney with Lane M. Ferdinand PA, where he was involved in large wage and hour cases. He has also worked with several leading mid-Atlantic firms where he concentrated his practice on complex damages including consumer class actions and general commercial litigation. Weisbrot earned his Juris Doctor from Rutgers University. In 2010 and 2011, he was named one of Thomson Reuters' Super Lawyers' New Jersey's Super Lawyers Rising Stars. Over the last decade KCC has been committed to delivering best-in- class solutions to its clients. The company's experienced client services team helps guide counsel through the complexities of settlement administration eliminating unnecessary expenses, inefficiencies and inaccuracies. As part of the recent integration with Rosenthal, the expansion of resources and infrastructure, KCC is well positioned to become a leader in the industry. About KCC Kurtzman Carson Consultants LLC is a Computershare company, provides administrative-support services that help legal professionals realize time and cost efficiencies. With an integrated suite of corporate restructuring, class action and legal document management solutions, KCC alleviates the administrative challenges of today's legal processes and procedures. KCC has gained client and industry recognition for its industry expertise, professional-level client service and proprietary technologies. About Computershare Limited Computershare is a global market leader in transfer agency and share registration, employee equity plans, proxy solicitation and stakeholder communications. The company also specialize in corporate trust services, tax voucher solutions, bankruptcy administration and a range of other diversified financial and governance services. Founded in 1978, Computershare is renowned for its expertise in data management, high volume transaction processing, payments and stakeholder engagement. Many of the world's leading organizations use these core competencies to help maximize the value of relationships with their investors, employees, creditors, members and customers. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In Re Desperados Steakhouse, Inc. Bankr. N.D. Ala. Case No. 11-70888 Chapter 11 Petition filed April 27, 2011 See http://bankrupt.com/misc/alnb11-70888.pdf In Re Desperados Steakhouse, Inc. Bankr. N.D. Ala. Case No. 11-70890 Chapter 11 Petition filed April 27, 2011 See http://bankrupt.com/misc/alnb11-70890.pdf In Re Parlor Casinos, Inc. Bankr. D. Ariz. Case No. 11-11934 Chapter 11 Petition filed April 27, 2011 In Re Ron Brown Bankr. D. Ariz. Case No. 11-12072 Chapter 11 Petition filed April 27, 2011 In Re Beverly Morris Bankr. C.D. Calif. Case No. 11-28382 Chapter 11 Petition filed April 27, 2011 In Re Gordon Bijelonic Bankr. C.D. Calif. Case No. 11-28399 Chapter 11 Petition filed April 27, 2011 In Re Illana Behrend Bankr. C.D. Calif. Case No. 11-15202 Chapter 11 Petition filed April 27, 2011 In Re Ahmet Sandikci Bankr. M.D. Fla. Case No. 11-07915 Chapter 11 Petition filed April 27, 2011 In Re Air O Heating & Cooling Systems, Inc. dba Air-O Force 1 aka Air Force 1, LLC Bankr. M.D. Fla. Case No. 11-07874 Chapter 11 Petition filed April 27, 2011 See http://bankrupt.com/misc/flmb11-07874.pdf In Re Robert McClain Bankr. M.D. Fla. Case No. 11-07945 Chapter 11 Petition filed April 27, 2011 In Re Sarah Bohr Bankr. M.D. Fla. Case No. 11-03047 Chapter 11 Petition filed April In Re Central Georgia Forestry and Timber, Inc. Bankr. M.D. Ga. Case No. 11-51328 Chapter 11 Petition filed April 27, 2011 See http://bankrupt.com/misc/gamb11-51328.pdf In Re Frank Rodgers Bankr. N.D. Ill. Case No. 11-17851 Chapter 11 Petition filed April 27, 2011 In Re Carol Perino Bankr. D. Mass. Case No. 11-13847 Chapter 11 Petition filed April 27, 2011 In Re Logan Land, LLC aka Logandale Commercial Partners, LLC aka Jonah LLC Bankr. D. Nev. Case No. 11-16332 Chapter 11 Petition filed April 27, 2011 See http://bankrupt.com/misc/nvb11-16332.pdf In Re Valerie Rosenfeld Bankr. D. Nev. Case No. 11-16337 Chapter 11 Petition filed April 27, 2011 In Re Harold Sorsky Israel Gold Bankr. E.D. N.Y. Case No. 11-43483 Chapter 11 Petition filed April 27, 2011 In Re Bridgeview Villas, Inc. Bankr. S.D. Ohio Case No. 11-54507 Chapter 11 Petition filed April 27, 2011 See http://bankrupt.com/misc/ohsb11-54507.pdf In Re Bobby Whitener Bankr. W.D. Okla. Case No. 11-12199 Chapter 11 Petition filed April 27, 2011 In Re Lighthouse Galleries, Inc. fka Robert Michals Enterprises, Inc. fka Thomas Kincaid Gallery fka Northstar Gallery Bankr. E.D. Pa. Case No. 11-13373 Chapter 11 Petition filed April 27, 2011 See http://bankrupt.com/misc/paeb11-13373.pdf In Re Plato Marinakos Bankr. E.D. Pa. Case No. 11-13363 Chapter 11 Petition filed April 27, 2011 In Re Jack's Chill Grill Private Club, Inc. Bankr. N.D. Texas Case No. 11-32753 Chapter 11 Petition filed April 27, 2011 See http://bankrupt.com/misc/txnb11-32753.pdf In Re Aerial Viewpoint Aerial Photography, Inc. aka Aerial Viewpoint Bankr. S.D. Texas Case No. 11-33607 Chapter 11 Petition filed April 27, 2011 See http://bankrupt.com/misc/txsb11-33607.pdf In Re Eddie's Dirty Laundry, Inc. dba Capitol Cleaners and Tailors Bankr. W.D. Texas Case No. 11-11056 Chapter 11 Petition filed April 27, 2011 See http://bankrupt.com/misc/txwb11-11056.pdf In Re George Rebecca Bankr. W.D. Texas Case No. 11-60474 Chapter 11 Petition filed April 27, 2011 In Re White Horse Trucking, L.L.C. Bankr. D. Utah Case No. 11-26064 Chapter 11 Petition filed April 27, 2011 See http://bankrupt.com/misc/utb11-26064p.pdf See http://bankrupt.com/misc/utb11-26064c.pdf In Re Michael Esposito Bankr. E.D. Va. Case No. 11-71960 Chapter 11 Petition filed April 27, 2011 In Re Desert Sol Assistant Living, LLC Bankr. D. Ariz. Case No. 11-12190 Chapter 11 Petition filed April 28, 2011 filed pro se In Re Donell Harris Bankr. C.D. Calif. Case No. 11-23908 Chapter 11 Petition filed April 28, 2011 In Re Four Doves Properties LLC Bankr. C.D. Calif. Case No. 11-15339 Chapter 11 Petition filed April 28, 2011 filed pro se In Re 1663 W 11th Place, LP Bankr. C.D. Calif. Case No. 11-28470 Chapter 11 Petition filed April 28, 2011 filed pro se In Re 211 E. 55th Street LP Bankr. C.D. Calif. Case No. 11-28461 Chapter 11 Petition filed April 28, 2011 filed pro se In Re Four Doves Investments LLC Bankr. C.D. Calif. Case No. 11-28468 Chapter 11 Petition filed April 28, 2011 filed pro se In Re LA Reit, Inc. Bankr. C.D. Calif. Case No. 11-28454 Chapter 11 Petition filed April 28, 2011 filed pro se In Re Four Doves Properties LLC Bankr. C.D. Calif. Case No. 11-28473 Chapter 11 Petition filed April 28, 2011 filed pro se In Re Muzlink, LLC Bankr. C.D. Calif. Case No. 11-15260 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/cacb11-15260.pdf In Re Tatiana Khan Bankr. C.D. Calif. Case No. 11-28404 Chapter 11 Petition filed April 28, 2011 In Re Wrightcrest, LLC Bankr. C.D. Calif. Case No. 11-28602 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/cacb11-28602.pdf In Re R&M Gourmet Foods, A California LLC dba The Market At Pavilions fdba David Berkeley Fine Wines, Etc. Bankr. E.D. Calif. Case No. 11-30496 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/caeb11-30496.pdf In Re Patrick Wilkins Bankr. M.D. Fla. Case No. 11-08000 Chapter 11 Petition filed April 28, 2011 In Re Kinsey Contractors, Inc. Bankr. N.D. Fla. Case No. 11-40319 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/flnb11-40319.pdf In Re Two Stephens LLC dba Emerald Coast Dragway Bankr. N.D. Fla. Case No. 11-30748 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/flnb11-30748.pdf In Re Eric Jacobs Bankr. S.D. Fla. Case No. 11-21576 Chapter 11 Petition filed April 28, 2011 In Re Milton Sanders Bankr. N.D. Ga. Case No. 11-62707 Chapter 11 Petition filed April 28, 2011 In Re The Window Gallery, Inc. Bankr. S.D. Ga. Case No. 11-10827 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/gasb11-10827p.pdf See http://bankrupt.com/misc/gasb11-10827c.pdf In Re James Stamper Bankr. E.D. Ky. Case No. 11-51240 Chapter 11 Petition filed April 28, 2011 In Re Eric Hallberg Bankr. N.D. Miss. Case No. 11-11926 Chapter 11 Petition filed April 28, 2011 In Re The Talisman P/4 Inc. dba Cafe Sbarro Bankr. D. Nev. Case No. 11-16471 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/nvb11-16471.pdf In Re Caribbean Cargo & Packaging Service Bankr. E.D. N.Y. Case No. 11-43553 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/nyeb11-43553.pdf In Re John Harty Bankr. E.D. N.Y. Case No. 11-72945 Chapter 11 Petition filed April 28, 2011 In Re 2502 {A} LLC Bankr. E.D. Pa. Case No. 11-21128 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/paeb11-21128.pdf In Re East Coast Staffing Company Bankr. E.D. Pa. Case No. 11-13409 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/paeb11-3409.pdf In Re Deep Swamp Land & Timber, Inc. Bankr. D. S.C. Case No. 11-02797 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/scb11-02797.pdf In Re William Evans Bankr. D. S.C. Case No. 11-02787 Chapter 11 Petition filed April 28, 2011 In Re James Hair Bankr. E.D. Tenn. Case No. 11-32052 Chapter 11 Petition filed April 28, 2011 In Re Evelyn Pennington Bankr. M.D. Tenn. Case No. 11-04315 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/tnmb11-04315.pdf In Re APW International, Inc. aka Intercrew Auto Salon Bankr. N.D. Texas Case No. 11-32780 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/txnb11-32780.pdf In Re Gregory Micek Bankr. S.D. Texas Case No. 11-33637 Chapter 11 Petition filed April 28, 2011 In Re Rick Moseng Bankr. S.D. Texas Case No. 11-80237 Chapter 11 Petition filed April 28, 2011 In Re DBA HHD LLC Bankr. W.D. Wash. Case No. 11-14964 Chapter 11 Petition filed April 28, 2011 filed pro se In Re Park 8000 LLC Bankr. W.D. Wash. Case No. 11-15030 Chapter 11 Petition filed April 28, 2011 See http://bankrupt.com/misc/wawb11-15030.pdf In Re David Luber Bankr. C.D. Calif. Case No. 11-28816 Chapter 11 Petition filed April 29, 2011 In Re Edyce Stone Bankr. C.D. Calif. Case No. 11-15344 Chapter 11 Petition filed April 29, 2011 See http://bankrupt.com/misc/cacb11-15344.pdf In Re Florastene Holden Bankr. C.D. Calif. Case No. 11-24063 Chapter 11 Petition filed April 29, 2011 In Re Gasprom, Inc. Bankr. C.D. Calif. Case No. 11-15299 Chapter 11 Petition filed April 29, 2011 See http://bankrupt.com/misc/cacb11-15299.pdf In Re Ray Zamora Bankr. C.D. Calif. Case No. 11-24165 Chapter 11 Petition filed April 29, 2011 In Re Cal State Growth Fund Bankr. E.D. Calif. Case No. 11-30626 Chapter 11 Petition filed April 29, 2011 See http://bankrupt.com/misc/caeb11-30626.pdf In Re Cal State Home Loans Bankr. E.D. Calif. Case No. 11-30628 Chapter 11 Petition filed April 29, 2011 In Re Cal State Mortgage Co., Inc. Bankr. E.D. Calif. Case No. 11-30629 Chapter 11 Petition filed April 29, 2011 In Re David Cates Bankr. E.D. Calif. Case No. 11-15025 Chapter 11 Petition filed April 29, 2011 In Re Ramesh Gurnani Bankr. E.D. Calif. Case No. 11-14998 Chapter 11 Petition filed April 29, 2011 In Re John Matarangas Bankr. N.D. Calif. Case No. 11-54104 Chapter 11 Petition filed April 29, 2011 In Re David Chappell Bankr. M.D. Fla. Case No. 11-03149 Chapter 11 Petition filed April 29, 2011 In Re Hicks Park, Inc. Bankr. M.D. Fla. Case No. 11-08346 Chapter 11 Petition filed April 29, 2011 See http://bankrupt.com/misc/flmb11-08346.pdf In Re Kissimmee River Foods International, LLC Bankr. M.D. Fla. Case No. 11-08391 Chapter 11 Petition filed April 29, 2011 See http://bankrupt.com/misc/flmb11-08391.pdf In Re Steven Henell Bankr. M.D. Fla. Case No. 11-08288 Chapter 11 Petition filed April 29, 2011 In Re Randy Frost Bankr. S.D. Ga. Case No. 11-10833 Chapter 11 Petition filed April 29, 2011 In Re Michael Melfi Bankr. N.D. Ill. Case No. 11-18384 Chapter 11 Petition filed April 29, 2011 In Re Romax Finance Corporation Bankr. D. Mass. Case No. 11-13961 Chapter 11 Petition filed April 29, 2011 See http://bankrupt.com/misc/mab11-13961.pdf In Re ASW Associates, Inc. Bankr. D. Neb. Case No. 11-41206 Chapter 11 Petition filed April 29, 2011 filed pro se In Re Gold Fox Restaurant, LLC Bankr. S.D. N.Y. Case No. 11-36216 Chapter 11 Petition filed April 29, 2011 See http://bankrupt.com/misc/nysb11-36216.pdf In Re K. Printing, Inc. dba Kev's Copy Center dba Kev's Printing Services Bankr. S.D. N.Y. Case No. 11-11996 Chapter 11 Petition filed April 29, 2011 See http://bankrupt.com/misc/nysb11-11996.pdf In Re Kress Adventure, LLC Bankr. M.D. N.C. Case No. 11-10699 Chapter 11 Petition filed April 29, 2011 See http://bankrupt.com/misc/ncmb11-10699.pdf In Re Carly Payne Bankr. E.D. Tenn. Case No. 11-12323 Chapter 11 Petition filed April 29, 2011 In Re Suzanne Franks Bankr. M.D. Tenn. Case No. 11-04399 Chapter 11 Petition filed April 29, 2011 In Re Dennis Moses Bankr. W.D. Wash. Case No. 11-43457 Chapter 11 Petition filed April 29, 2011 In Re M & B Associates, Inc. Bankr. N.D. Texas Case No. 11-50174 Chapter 11 Petition filed April 30, 2011 See http://bankrupt.com/misc/txnb11-50174.pdf In Re Catherine VanRiette Bankr. C.D. Calif. Case No. 11-16250 Chapter 11 Petition filed May 1, 2011 In Re Jose Oseguera Bankr. C.D. Calif. Case No. 11-12061 Chapter 11 Petition filed May 1, 2011 In Re RMC Properties, LLC Bankr. D. Conn. Case No. 11-21312 Chapter 11 Petition filed May 1, 2011 See http://bankrupt.com/misc/ctb11-21312.pdf In Re Judith Sanders Bankr. N.D. Ga. Case No. 11-63052 Chapter 11 Petition filed May 1, 2011 In Re Yeshiva Ktana of Bensonhurst aka Yeshiva Shaarei Torah Bankr. E.D. N.Y. Case No. 11-43702 Chapter 11 Petition filed May 1, 2011 See http://bankrupt.com/misc/nyeb11-43702.pdf In Re Tony Jacobs Janie Jacobs Bankr. W.D. Texas Case No. 11-11111 Chapter 11 Petition filed May 1, 2011 In Re Diego Torres Bankr. D. Ariz. Case No. 11-12641 Chapter 11 Petition filed May 2, 2011 In Re Raymond Tiedje Bankr. D. Ariz. Case No. 11-12501 Chapter 11 Petition filed May 2, 2011 In Re Gold Coast Real Estate Fund LLC Bankr. C.D. Calif. Case No. 11-16289 Chapter 11 Petition filed May 2, 2011 See http://bankrupt.com/misc/cacb11-16289.pdf In Re Ramilaben Patel Bankr. C.D. Calif. Case No. 11-29261 Chapter 11 Petition filed May 2, 2011 In Re Vohnny Espinosa Bankr. C.D. Calif. Case No. 11-29263 Chapter 11 Petition filed May 2, 2011 In Re Jesus Talamantes Bankr. N.D. Calif. Case No. 11-31699 Chapter 11 Petition filed May 2, 2011 In Re Robert Doss Bankr. N.D. Calif. Case No. 11-31693 Chapter 11 Petition filed May 2, 2011 In Re Dennis Orwig Bankr. N.D. Ga. Case No. 11-11523 Chapter 11 Petition filed May 2, 2011 In Re H&W Food Mart, LLC Bankr. N.D. Ga. Case No. 11-11525 Chapter 11 Petition filed May 2, 2011 See http://bankrupt.com/misc/ganb11-11525.pdf In Re Mahmoud Kashani Bankr. N.D. Ga. Case No. 11-63556 Chapter 11 Petition filed May 2, 2011 In Re SLW Partners, LP Bankr. N.D. Ga. Case No. 11-63489 Chapter 11 Petition filed May 2, 2011 See http://bankrupt.com/misc/ganb11-63489.pdf In Re The Kennedi Associates, Inc. Bankr. N.D. Ga. Case No. 11-63214 Chapter 11 Petition filed May 2, 2011 See http://bankrupt.com/misc/ganb11-63214.pdf In Re Mark Hauser Bankr. D. Idaho Case No. 11-20544 Chapter 11 Petition filed May 2, 2011 In Re Adolph Gerhold Bankr. E.D. La. Case No. 11-11399 Chapter 11 Petition filed May 2, 2011 In Re Curtis Nelson Bankr. D. Minn. Case No. 11-43113 Chapter 11 Petition filed May 2, 2011 In Re Cappe's Steakhouse, Inc. Bankr. N.D. Miss. Case No. 11-11973 Chapter 11 Petition filed May 2, 2011 See http://bankrupt.com/misc/msnb11-11973.pdf In Re Universal Health Care, Inc. Bankr. M.D. Pa. Case No. 11-03254 Chapter 11 Petition filed May 2, 2011 See http://bankrupt.com/misc/pamb11-03254.pdf In Re Gary Reinert Bankr. W.D. Pa. Case No. 11-22840 Chapter 11 Petition filed May 2, 2011 In Re Charles Ferguson Bankr. D. S.C. Case No. 11-02958 Chapter 11 Petition filed May 2, 2011 In Re Deborah Partridge Bankr. D. S.C. Case No. 11-02938 Chapter 11 Petition filed May 2, 2011 In Re Robert Mohney Bankr. E.D. Tenn. Case No. 11-32147 Chapter 11 Petition filed May 2, 2011 In Re Emmanuel Orupabo Bankr. N.D. Texas Case No. 11-33024 Chapter 11 Petition filed May 2, 2011 In Re M & B Associates, Inc. Bankr. S.D. Texas Case No. 11-33915 Chapter 11 Petition filed May 2, 2011 See http://bankrupt.com/misc/txsb11-33915.pdf In Re Peggy Chu Bankr. S.D. Texas Case No. 11-10256 Chapter 11 Petition filed May 2, 2011 In Re Montview Partners, GP Bankr. W.D. Texas Case No. 11-51556 Chapter 11 Petition filed May 2, 2011 filed pro se In Re Marcus DeWood Bankr. E.D. Wash. Case No. 11-02192 Chapter 11 Petition filed May 2, 2011 In Re Canopy Foundation, Inc. Bankr. D. Ariz. Case No. 11-12775 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/azb11-12775p.pdf See http://bankrupt.com/misc/azb11-12775c.pdf In Re Jesus Acevedo Bankr. C.D. Calif. Case No. 11-16357 Chapter 11 Petition filed May 3, 2011 In Re Reo Capital Partners LLC Bankr. C.D. Calif. Case No. 11-16321 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/cacb11-16321.pdf In Re David Foyil Bankr. E.D. Calif. Case No. 11-31046 Chapter 11 Petition filed May 3, 2011 In Re Monica Ung Bankr. N.D. Calif. Case No. 11-44833 Chapter 11 Petition filed May 3, 2011 In Re Edward Mogavero Bankr. S.D. Calif. Case No. 11-07494 Chapter 11 Petition filed May 3, 2011 In Re Brandt And Whitney, Inc. aka AAA-1 Brandt And, Whitn aka Brandt & Whitney, Inc. aka Great Western Furniture, Manuf Bankr. D. Colo. Case No. 11-20454 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/cob11-20454.pdf In Re Clorinda Dalfo Bankr. S.D. Fla. Case No. 11-22162 Chapter 11 Petition filed May 3, 2011 In Re Lily Glarentzos Bankr. S.D. Fla. Case No. 11-22143 Chapter 11 Petition filed May 3, 2011 In Re Thomas Kass Bankr. S.D. Fla. Case No. 11-22169 Chapter 11 Petition filed May 3, 2011 In Re 377 Edgewood Group, LLC Bankr. N.D. Ga. Case No. 11-63663 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/ganb11-63663.pdf In Re DMP Group, LLC Bankr. N.D. Ga. Case No. 11-63736 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/ganb11-63736.pdf In Re Juan F. Valdes Bankr. N.D. Ga. Case No. 11-63687 Chapter 11 Petition filed May 3, 2011 In Re Tyson Enterprise Group, LLC Bankr. S.D. Ga. Case No. 11-10866 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/gasb11-10866p.pdf See http://bankrupt.com/misc/gasb11-10866c.pdf In Re 9400 S. Laflin, LLC Bankr. N.D. Ill. Case No. 11-18974 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/ilnb11-18974p.pdf See http://bankrupt.com/misc/ilnb11-18974c.pdf In Re 9400 S. Laflin, LLC Bankr. N.D. Ill. Case No. 11-18976 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/ilnb11-18976.pdf In Re Stephen Elliott Bankr. N.D. Ill. Case No. 11-19015 Chapter 11 Petition filed May 3, 2011 In Re Trent Davis Bankr. D. Mass. Case No. 11-14206 Chapter 11 Petition filed May 3, 2011 In Re Frank Panza Bankr. D. Nev. Case No. 11-16822 Chapter 11 Petition filed May 3, 2011 In Re Frantz Charles Bankr. D. Nev. Case No. 11-16837 Chapter 11 Petition filed May 3, 2011 In Re State St Factory St Rochester NY Inc. Bankr. W.D. N.Y. Case No. 11-20886 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/nywb11-20886.pdf In Re Benjamin Carrero Nazario Bankr. D. Puerto Rico Case No. 11-03806 Chapter 11 Petition filed May 3, 2011 In Re Luis Benito Quinones Munagorry dba Munagorry Perfumeria Fina Bankr. D. Puerto Rico Case No. 11-03783 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/prb11-03783.pdf In Re Hayhurst Investments, Ltd. Bankr. N.D. Texas Case No. 11-33066 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/txnb11-33066.pdf In Re Ludwig Hausbacher Bankr. N.D. Texas Case No. 11-33067 Chapter 11 Petition filed May 3, 2011 In Re Peoples Financial Institution, Ltd. Bankr. S.D. Texas Case No. 11-50116 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/txsb11-50116.pdf In Re Weber-Madrid LLC Bankr. S.D. Texas Case No. 11-80260 Chapter 11 Petition filed May 3, 2011 See http://bankrupt.com/misc/txsb11-80260.pdf In Re Michael Smith Bankr. E.D. Wash. Case No. 11-02224 Chapter 11 Petition filed May 3, 2011 In Re Willem Bron Bankr. E.D. Wash. Case No. 11-02217 Chapter 11 Petition filed May 3, 2011 In Re Connie Walsh Bankr. W.D. Ark. Case No. 11-72154 Chapter 11 Petition filed May 4, 2011 In Re Richard Surges Bankr. D. Ariz. Case No. 11-12906 Chapter 11 Petition filed May 4, 2011 In Re STG Linen Services, LLC Bankr. D. Ariz. Case No. 11-12790 Chapter 11 Petition filed May 4, 2011 See http://bankrupt.com/misc/azb11-12790.pdf In Re Donnie Polk Bankr. C.D. Calif. Case No. 11-15529 Chapter 11 Petition filed May 4, 2011 In Re Eddie Debbie Real Estate Investments, LLC Bankr. C.D. Calif. Case No. 11-24730 Chapter 11 Petition filed May 4, 2011 See http://bankrupt.com/misc/cacb11-24730.pdf In Re Kyle Miller Bankr. C.D. Calif. Case No. 11-16411 Chapter 11 Petition filed May 4, 2011 In Re Nancy Newman Bankr. C.D. Calif. Case No. 11-29544 Chapter 11 Petition filed May 4, 2011 In Re William Weiler Bankr. C.D. Calif. Case No. 11-16402 Chapter 11 Petition filed May 4, 2011 In Re Vincent Cardinale Bankr. N.D. Calif. Case No. 11-31725 Chapter 11 Petition filed May 4, 2011 In Re Eggstasy OBT, LLC Bankr. N.D. Ill. Case No. 11-19179 Chapter 11 Petition filed May 4, 2011 See http://bankrupt.com/misc/ilnb11-19179p.pdf See http://bankrupt.com/misc/ilnb11-19179c.pdf In Re Statewide Services, LLC Bankr. D. Mass. Case No. 11-14235 Chapter 11 Petition filed May 4, 2011 See http://bankrupt.com/misc/mab11-14235.pdf In Re Carol Newkirk Bankr. S.D. N.Y. Case No. 11-12114 Chapter 11 Petition filed May 4, 2011 In Re Canandaigua Land Development, LLC Bankr. W.D. N.Y. Case No. 11-20888 Chapter 11 Petition filed May 4, 2011 See http://bankrupt.com/misc/nywb11-20888.pdf In Re Sonja Sweeney Bankr. W.D. N.Y. Case No. 11-20889 Chapter 11 Petition filed May 4, 2011 In Re Gilberto Rodriguez Santiago Bankr. D. Puerto Rico Case No. 11-03831 Chapter 11 Petition filed May 4, 2011 In Re Melvin Alvarado-Reyes Bankr. D. Puerto Rico Case No. 11-03827 Chapter 11 Petition filed May 4, 2011 In Re Rosel & Adys, Inc. Bankr. N.D. Texas Case No. 11-33101 Chapter 11 Petition filed May 4, 2011 See http://bankrupt.com/misc/txnb11-33101.pdf In Re Zamira, L.L.C. dba Z-Pizzeria Bankr. D. Utah Case No. 11-26535 Chapter 11 Petition filed May 4, 2011 See http://bankrupt.com/misc/utb11-26535p.pdf See http://bankrupt.com/misc/utb11-26535c.pdf In Re Crystal Orchard, Inc. Bankr. S.D. Ala. Case No. 11-01801 Chapter 11 Petition filed May 5, 2011 See http://bankrupt.com/misc/alsb11-01801.pdf In Re Eric Barker Bankr. N.D. Calif. Case No. 11-11695 Chapter 11 Petition filed May 5, 2011 In Re Jawad Hasnain Bankr. N.D. Calif. Case No. 11-54363 Chapter 11 Petition filed May 5, 2011 In Re Terrence Travis Bankr. S.D. Calif. Case No. 11-07600 Chapter 11 Petition filed May 5, 2011 In Re Thomas Anthony Salena Anthony Bankr. D. Colo. Case No. 11-20575 Chapter 11 Petition filed May 5, 2011 In Re JNR Holdings, LLC dba Suncoast Plastics Bankr. M.D. Fla. Case No. 11-08735 Chapter 11 Petition filed May 5, 2011 See http://bankrupt.com/misc/flmb11-08735.pdf In Re Jacqueline Agostinelli Bankr. S.D. Fla. Case No. 11-22362 Chapter 11 Petition filed May 5, 2011 In Re 1ST Las Vegas Global Fund 1, Ltd. Bankr. D. Nev. Case No. 11-16970 Chapter 11 Petition filed May 5, 2011 filed pro se In Re 1015 Sixth Ave. LLC aka Divin Bites Bankr. S.D. N.Y. Case No. 11-12131 Chapter 11 Petition filed May 5, 2011 filed pro se In Re Academia Sagrado Corazon, Inc. dba Academia Sagrado Corazon Bankr. D. Puerto Rico Case No. 11-03849 Chapter 11 Petition filed May 5, 2011 See http://bankrupt.com/misc/prb11-03849.pdf In Re Ins-Tech Builders,Inc. Bankr. D. Puerto Rico Case No. 11-03845 Chapter 11 Petition filed May 5, 2011 See http://bankrupt.com/misc/prb11-03845.pdf In Re Micro-Technology Envir. Svc., Inc. Bankr. D. Puerto Rico Case No. 11-03860 Chapter 11 Petition filed May 5, 2011 See http://bankrupt.com/misc/prb11-03860.pdf In Re Creative Collision Center, Inc. Bankr. E.D. Tenn. Case No. 11-12455 Chapter 11 Petition filed May 5, 2011 See http://bankrupt.com/misc/tneb11-12455p.pdf See http://bankrupt.com/misc/tneb11-12455c.pdf In Re Timothy Anders Richardson Bankr. W.D. Va. Case No. 11-70995 Chapter 11 Petition filed May 5, 2011 In Re Duane Carlson Bankr. W.D. Wash. Case No. 11-15413 Chapter 11 Petition filed May 5, 2011 In Re Eric Dalke Bankr. W.D. Wash. Case No. 11-15385 Chapter 11 Petition filed May 5, 2011 In Re Robert Saxvold Bankr. W.D. Wash. Case No. 11-15411 Chapter 11 Petition filed May 5, 2011 In Re Jack Rose Bankr. D. Ariz. Case No. 11-13156 Chapter 11 Petition filed May 6, 2011 In Re Pangolin, LLC dba Atlantic Bar & Grill fka Bar Deluxe Bankr. C.D. Calif. Case No. 11-29889 Chapter 11 Petition filed May 6, 2011 See http://bankrupt.com/misc/cacb11-29889.pdf In Re Jeanette Lias Bankr. E.D. Calif. Case No. 11-31325 Chapter 11 Petition filed May 6, 2011 In Re Thomas Pearson Bankr. E.D. Calif. Case No. 11-31384 Chapter 11 Petition filed May 6, 2011 In Re Mohammad Mesbahi Bankr. N.D. Calif. Case No. 11-54380 Chapter 11 Petition filed May 6, 2011 In Re Bruce Fogelstrom Patricia Fogelstrom Bankr. D. Conn. Case No. 11-21366 Chapter 11 Petition filed May 6, 2011 In Re Bruce Fogelstrom Patricia Fogelstrom Bankr. D. Conn. Case No. 11-50918 Chapter 11 Petition filed May 6, 2011 In Re Air Force 1 Cooling & Heating, LLC aka Air Force 1 Bankr. M.D. Fla. Case No. 11-08765 Chapter 11 Petition filed May 6, 2011 See http://bankrupt.com/misc/flmb11-08765.pdf In Re Marshall Golnick Bankr. S.D. Fla. Case No. 11-22498 Chapter 11 Petition filed May 6, 2011 In Re Tammy Long Bankr. N.D. Ill. Case No. 11-19484 Chapter 11 Petition filed May 6, 2011 In Re John Gonzalez Kathleen Gonzalez Bankr. D. Md. Case No. 11-19559 Chapter 11 Petition filed May 6, 2011 In Re Jeannie Michels Bankr. D. Minn. Case No. 11-33042 Chapter 11 Petition filed May 6, 2011 In Re Sangil Lee Bankr. D. Nev. Case No. 11-51529 Chapter 11 Petition filed May 6, 2011 In Re Peter Mavrookas Bankr. D. N.J. Case No. 11-24322 Chapter 11 Petition filed May 6, 2011 In Re Prospect Towers Condominum Association Bankr. D. N.J. Case No. 11-24415 Chapter 11 Petition filed May 6, 2011 See http://bankrupt.com/misc/njb11-24415.pdf In Re Salvador Lopez-Rojas Bankr. D. Puerto Rico Case No. 11-03896 Chapter 11 Petition filed May 6, 2011 In Re Larry Sturgill Bankr. W.D. Va. Case No. 11-71001 Chapter 11 Petition filed May 6, 2011 In Re Pacific Glass & Door, Inc. Bankr. W.D. Wash. Case No. 11-15445 Chapter 11 Petition filed May 6, 2011 See http://bankrupt.com/misc/wawb11-15445.pdf In Re Brian Petersen Bankr. E.D. Wis. Case No. 11-27306 Chapter 11 Petition filed May 6, 2011 In Re Liebe Inc. aka Liebe Gourmet Indian Fusion Bankr. D. Nev. Case No. 11-17127 Chapter 11 Petition filed May 8, 2011 filed pro se In Re Richard Vierra Bankr. D. Nev. Case No. 11-51538 Chapter 11 Petition filed May 8, 2011 In Re AGSS LLC dba After Glow Tanning Spa Bankr. D. N.H. Case No. 11-11858 Chapter 11 Petition filed May 8, 2011 See http://bankrupt.com/misc/nhb11-11858.pdf In Re Randal Brewer Bankr. N.D. Ala. Case No. 11-41198 Chapter 11 Petition filed May 9, 2011 In Re CA2P+, LLC Bankr. D. Ariz. Case No. 11-13267 Chapter 11 Petition filed May 9, 2011 See http://bankrupt.com/misc/azb11-13267.pdf In Re Dwight Langford Bankr. N.D. Calif. Case No. 11-45051 Chapter 11 Petition filed May 9, 2011 In Re Saman Hasnain Bankr. N.D. Calif. Case No. 11-54431 Chapter 11 Petition filed May 9, 2011 In Re David Anton, Inc. dba Vanguard Moving and Storage Bankr. D. Conn. Case No. 11-50932 Chapter 11 Petition filed May 9, 2011 See http://bankrupt.com/misc/ctb11-50932.pdf In Re Bassam Kattoura Bankr. S.D. Fla. Case No. 11-22593 Chapter 11 Petition filed May 9, 2011 In Re Michael Flynn Bankr. N.D. Ill. Case No. 11-82106 Chapter 11 Petition filed May 9, 2011 In Re Center Of Hope Christian Bankr. D. Nev. Case No. 11-51542 Chapter 11 Petition filed May 9, 2011 See http://bankrupt.com/misc/nvb11-51542.pdf In Re Robert Futsi Bankr. D. Nev. Case No. 11-17169 Chapter 11 Petition filed May 9, 2011 In Re Gotham Investment Properties, LLC Bankr. D. N.J. Case No. 11-24459 Chapter 11 Petition filed May 9, 2011 See http://bankrupt.com/misc/njb11-24459.pdf In Re Travis Clark Bankr. M.D. Tenn. Case No. 11-04753 Chapter 11 Petition filed May 9, 2011 In Re Daniel Wells Bankr. D. Utah Case No. 11-26796 Chapter 11 Petition filed May 9, 2011 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2011. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***