/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/110628.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 28, 2011, Vol. 15, No. 177 Headlines 1102 NORTH: Case Summary & Largest Unsecured Creditor 146 WYCKOFF: Voluntary Chapter 11 Case Summary 1488 BUSHWICK: Voluntary Chapter 11 Case Summary 390 EAST: Case Summary & 2 Largest Unsecured Creditors 3900 BISCAYNE: Proposes Meland Russin as Attorneys 3900 BISCAYNE: Applies for Goldstein Schecter as Accountant 5TH AVENUE: Court OKs $49-Mil. Sale of All Assets to KHP Hotel ABE ALIZADEH: Four Add'l Real Estate Entities in Chapter 11 ACCENTIA BIOPHARMA: Revimmune Granted Orphan Drug Status by FDA ACTIVANT SOLUTIONS: S&P Withdraws 'B' Corporate Credit Rating AE BIOFUELS: Unit Amends Note Purchase Agreement with Third Eye ALLIED IRISH: Appoints Bernard Byrne as Executive Director AMCORE FINANCIAL: Plan of Liquidation Declared Effective AMR CORP: Updates Full Year 2011 Guidance AMT LLC: Files Schedules of Assets and Liabilities ANGEL ACQUISITION: CEO Bonenberger Resigns; "Inventor" Takes Over APEX DIGITAL: Wants More Time to Discuss "Potential Terms of Plan" APEX REALTY: Schiff, Daimler Plan Mixed-Use Tower ART COLLECTION: Used as 'Pawn' by Co-Debtors, Says U.S. Trustee ARTHUR BRASWELL: Case Summary & 17 Largest Unsecured Creditors BANK OF AMERICA: Involuntary Chapter 11 Case Dismissed BANK OF NEW ENGLAND: 1st Circ. Nixes HSBC Bid for $100M Interest BANKATLANTIC BANCORP: BFC Financial Owns 52.6% of Class A Shares BARBETTA LLC: Wants Court to OK Member-Manager Charles Hester BLACK DIAMOND: Trust Suit v. Former CEO Goes Back to State Court BLUEGREEN CORP: Suspending Filing of Reports with SEC BLUEKNIGHT ENERGY: Files Form S-3; To Offer $400MM Securities BOWE BELL: Versa Capital Completes Purchase of Assets BRIGHAM EXPLORATION: Seven Directors Elected at Annual Meeting CAMP COOLEY: Court Extends Use of Cash Collateral Until Aug. 31 CARRIAGE HOUSE: Subcontractors' Suit Goes Back to State Court CANBERRA HOLDINGS: S&P Withdraws Preliminary 'B' CCR CENTURA LAND: Court Approves Quilling Selander as General Counsel CENTURION PROPERTIES: Wants Access to GECC Cash Until Sept. 30 CHIQUITA BRANDS: Commences Refinancing of 8 7/8% Senior Notes CHRISTIAN BROTHERS: Taps Broker for Rice High School Property CIT GROUP: Sues Tyco Over $794 Million Tax Benefits Dispute CLAIM JUMPER: Court to Consider More Plan Exclusivity on Aug. 3 COATES INT'L: Says Black Swan in Breach of Commitment Letter COMPOSITE TECHNOLOGY: Cash Use Requires Sale Motion Next Month COUNTRYVIEW MHC: Plan Exclusivity Expires July 29 COYOTES HOCKEY: Glendale, NHL in Talks With 3 Possible Buyers CROWN MEDIA: Fourteen Directors Elected at Annual Meeting DAIRY PRODUCTION: Has Until Aug. 25 to Use Cash Collateral DESERT HOT: S&P Lowers Rating on Tax Allocation Bonds to 'B' DOLE FOOD: Moody's Says 'Ba2' Rating Not Affected by Recall DOWNSTREAM DEVELOPMENT: S&P Raises Issuer Credit Rating to 'B' DRYSHIPS INC: Ocean Rig to Construct 7th Generation Drillship DSI HOLDINGS: DEB Shops Wants Quick Sale in Chapter 11 DSI HOLDINGS: Case Summary & 30 Largest Unsecured Creditors DUKE AND KING: Files Liquidating Plan and Disclosure Statement EAST BAY: Chapter 11 Reorganization Case Dismissed EAST COAST: Can Continue Using Cash Collateral Until July 19 ECOPETROL SA: Fitch Upgrades Issuer Default Ratings From 'BB+' EL PRESIDIO: Case Summary & 18 Largest Unsecured Creditors EMPIRE RESORTS: Announces Term Sheet with EPR and MSEG LLC FGIC CORPORATION: Wants Plan Filing Period Extended to Oct. 1 FIRST WIND: S&P Assigns 'B-' Long-Term Issuer Credit Rating FLETCHER GRANITE: Court OKs Request of Add'l Work for Yoshida FRE REAL ESTATE: U.S. Trustee Wants Case Dismissed or Converted FRONTIER COMMUNICATIONS: Fitch Ratings Affirms IDR at 'BB+' FUSION TELECOMMUNICATIONS: Borrows $22,000 from Marvin Rosen GABLES INC: N.J. Superior Court Reverses Ruling in Labor Case GENERAL MOTORS: Old, New GMs to Pay $7.4M to Mercury Program GENTA INC: Has 201.34 Million Outstanding Common Shares GIORDANO'S ENTERPRISES: Trustee Seeks to Bar Marshall Home GLATFELTER CO: S&P Keeps 'BB+' Corporate Credit Rating GLENWOOD PROPERTIES: Case Summary & 20 Largest Unsecured Creditors GRAYMARK HEALTHCARE: Austin Marxe Discloses 24.6% Equity Stake GREAT ATLANTIC: Amends FY 2010 Report to Include Part III Info GREEN MOUNTAIN: S&P Affirms Corporate Credit Rating at 'B+' GREYSTONE PHARMA: Trustee Taps Butler Snow as Attorney HAMILTON BEACH: S&P Withdraws 'B+' Corporate Credit Rating HARRINGTON WEST: Amends Proposed Chapter 11 Plan of Liquidation HARRY & DAVID: Files Second Amended Joint Chapter 11 Plan HATI LEISURE: Case Summary & 10 Largest Unsecured Creditors HAWAII PACIFIC: Case Summary & 20 Largest Unsecured Creditors HAWAIIAN TELCOM: S&P Assigns Preliminary 'B-' Corporate Rating HEIGHTS MANAGEMENT: Case Summary & 6 Largest Unsecured Creditors HOLLISTER TOWN: Case Summary & Largest Unsecured Creditor HOWREY LLP: Court Allows Firm to Shed Leases in Former US Offices HOWREY LLP: U.S. Trustee Forms Creditors' Committee HSRE-CDS I: Court Approves BBK Ltd. as Financial Advisor H.T. PUEBLO: Case Summary & 12 Largest Unsecured Creditors HUBBARD PROPERTIES: Hires Bacon & Bacon for Lease Issues HUBBARD PROPERTIES: Taps Claims Strategies as Claim Consultant INCREDIBLE DAVE'S: Restaurant Owes $551,000 to Robert Mattingly INITECH RESTORATION: Marshall Defends Chapter 7 Settlement INNKEEPERS USA: Wins Judge Interim OK for Chapter 11 Plans INTEGRA BANK: Suspending Filing of Plan Reports with SEC INTEGRATED HEALTHCARE: Reports $20.56-Mil. Profit in Fiscal 2011 ISAACSON STRUCTURAL: Case Summary & 20 Largest Unsecured Creditors JER INVESTORS: Continues to Pay Outstanding Payment Defaults JOHN STEVEN: Five Points & Sam's Kid Restaurants in Chapter 11 JOHNSON RUBBER: District Court Won't Withdraw Reference in Suit J.S.P. INVESTMENTS: Voluntary Chapter 11 Case Summary KB TOYS: Court Denies Prentice Bid to Dismiss Workers' WARN Action K-V PHARMACEUTICAL: Annual Meeting of Stockholders on Sept. 8 KIEBLER RECREATION: Court Appoints Simon David as Trustee LAS VEGAS MONORAIL: Disclosure Statement Hearing Set for June 29 LAS VEGAS RAILWAY: Incurs $1.79 Million Net Loss in Fiscal 2011 LAS VEGAS SANDS: Moody's Affirms Ba3 CFR; Outlook Positive LEAR CORP: S&P Lowers Ratings on Senior Unsecured Notes to 'BB' LEE'S FAMOUS: Case Summary & 20 Largest Unsecured Creditors LEHR CONSTRUCTION: Court Extends Lease Decision Period to June 27 LENNAR CORP: Fitch Affirms IDR at 'BB+'; Outlook Stable LENNY DYKSTRA: Judge Rejects Bid to Lower Bail in Fraud Case LENOX CONDOMINIUM: Plan Confirmation Hearing Reset Until Thursday LIBERTY ELECTRIC: Moody's Downgrades Credit Facility Rating to B1 LOCAL TV: Moody's Affirms 'Caa1' CFR; Outlook Positive LOS ANGELES DODGERS: Files Ch. 11 to Pursue $3-Bil. Cable TV Deal LOS ANGELES DODGERS: Case Summary & 40 Largest Unsecured Creditors LPATH INC: Five Directors Elected at Annual Meeting LV KAPOLEI: Plan Seeks Loan Extension; Members to Provide Funding M & B INVESTMENT: Case Summary & 20 Largest Unsecured Creditors MAJESTIC CAPITAL: U.S. Trustee Appoints 3-Member Creditors' Panel MCINTOSH BANCSHARES: Sold Unit to Bank Prior to Receivership MEM INVESTMENTS: Plan Documents Have Inconsistencies MEM INVESTMENTS: CB 2010's Plan Documents Have Deficiencies MERIT GROUP: Court Approves McNair Law as Bankruptcy Counsel MERIT GROUP: Court Approves Cole Schotz as Committee's Counsel MERIT GROUP: Court Approves J.H. Cohn as Panel's Financial Advisor MERIT GROUP: Has Final Approval for $55-Mil. of DIP Financing METHODIST HOSPITAL: Moody's Places Ba3 Bond Rating on Watchlist MIDDLESEX COUNTY: Moody's Maintains B3 Rating on Sr. Revenue Bond MP-TECH AMERICA: Taps Finley Colmer as Financial Advisor NEBRASKA BOOK: Files for Chapter 11 to Restructure $450-Mil. Debt NEBRASKA BOOK: Summary and Outline of $200MM JPMorgan DIP Facility NEBRASKA BOOK: Case Summary & List of 30 Largest Unsec. Creditors NET TALK.COM: Amends Terms of Series A Preferred Stock NORTEL NETWORKS: Apple, Intel Bidding in Google-Led Auction NORTEL NETWORKS: Court Orders Appointment of Retiree Committee NORTEL NETWORKS: Court OKs Disabled Individuals Committee NORTH BAY: CW Capital Wants Reorganization Case Dismissed NORTH BAY: Court Denies Request to Hire Grand Bay as Leasing Agent NOVASTAR FINANCIAL: All Proposals Approved at Annual Meeting OHM JAYRAM: Case Summary & 20 Largest Unsecured Creditors ORCHARD SUPPLY: S&P Lowers CCR to 'B-'; Outlook Negative OXFORD HOUSE: Case Summary & 20 Largest Unsecured Creditors PALOMAR HANGAR: Voluntary Chapter 11 Case Summary PARK FOREST: Case Summary & 7 Largest Unsecured Creditors PHILLIPS RENTAL: Court Approves Wayne Turbyfield as Accountant PLATINUM ENERGY: Extends Pacific Tender Offer to July 8 POOLER PARKWAY: Voluntary Chapter 11 Case Summary QSGI INC: Announces June 17 Closing of Share Exchange Agreement QR PROPERTIES: Amends Plan Disclosures Ahead of Thursday's Hearing QR PROPERTIES: Webster Bank Sees Adequate Protection Payments QUALITY DISTRIBUTION: Moody's Upgrades CFR to B3; Outlook Stable RANCHO HOUSING: Files Schedules of Assets and Liabilities RCLC INC: Court Approves Wilson Elser as Environmental Counsel REAL MEX: S&P Cuts Corp. Credit Rating to 'CCC; Outlook Negative REALTY EXECUTIVES: Files Chapter 11 Plan of Reorganization RED MOUNTAIN: Fitch Affirms 'D' Rating on Class G Certificates REID PARK: Files Amended List of Largest Unsecured Creditors RELIANCE GROUP: Trust May Bring Bondholder Claims v. Deloitte RITE AID: Ten Directors Elected at Annual Meeting RMM, L.L.C.: Case Summary & 6 Largest Unsecured Creditors ROBERT BLECHMAN: District Court Rules in Government's Lawsuit ROUND TABLE: Lenders Call for Examiner in Fight Over Restructuring ROUND TABLE: Hires Hinman & Carmichael to Assist in Beverage Law ROUND TABLE: Hires Johanson Berenson as ESOP Trustee Counsel ROUND TABLE: Hires Littler Mendelson as Employment Law Adviser SATELITES MEXICANOS: Rene Salazar Appointed Interim CFO SEASON'S AT BIRDNEK: Voluntary Chapter 11 Case Summary SEDONA DEVELOPMENT: Amends Plan Disclosures to Address Objections SEMGROUP LP: Former CEO Asks Court to Toss Fraud Suit SHELBRAN INVESTMENTS: Case Could be Dismissed or Converted Today SIDDHI-VINAYAK: Case Summary & 15 Largest Unsecured Creditors SOUTH OF THE STADIUM: Sec. 341 Creditors' Meeting on July 6 STELLAR GT: Georgian to Be Sold or Have Debt Restructured STELLAR GT: Case Summary & Largest Unsecured Creditor STEPHEN NEIDLINGER: Case Summary & 20 Largest Unsecured Creditors SYNTERRA 3020: Can Access Cash Collateral Until June 30 T&R INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors TALON THERAPEUTICS: James Flynn Discloses 35.27% Equity Stake TALON INTERNATIONAL: Files Form S-8; Registers 13.86MM Shares TAPATIO SPRINGS: U.S. Trustee Wants Chapter 11 Case Dismissed THORNBURG MORTGAGE: Targets BofA Over Bad Countrywide Loans TITAN ENERGY: Units Enter Into Factoring Pacts with Harborcove TP INC: Trustee Taps Century 21 & Treasure Realty as Managers TP INC: Trustee Wants to Sell Property for $365,000 TP INC: Court Approves Shipman & Wright as Special Counsel TRI-STAR ESTATES: Disclosure Failure Cues Case Dismissal Plea TROPICANA PARTNERS: List of 20 Largest Unsecured Creditors TROPICANA PARTNERS: Court Approves Terry V. Leavitt as Counsel TROPICANA PARTNERS: Files Schedules of Assets and Liabilities TSO INC: Seeks to Auction Doswell Truck Stop Property USG CORP: Contributes 2.08 Million Common Shares to Trust UTSTARCOM INC: Common Stock Delisted from NASDAQ VFF TIC: Case Summary & Largest Unsecured Creditor VITRO SAB: VVP Holdings Files Schedules of Assets and Debts VITRO SAB: Creditors Committee Hires Akin Gump as Counsel WASHINGTON MUTUAL: Insurer Suit Over JPMorgan's WaMu Deal Revived WASHINGTON MUTUAL: Jurgen Schmidt Objects to Confirmation of Plan WASHINGTON MUTUAL: Court OKs Objection Deadline Extension WEST VIEW: Agrees With Lender on Expedited Case Dismissal WITTENBERG UNIVERSITY: Moody's Downgrades Long-Term Rating to Ba1 WOLVERINE TUBE: Files Amendments to Form T-3 Application ZOEY ESTATES: Taps McGuire Craddock as Attorneys * Marlene Moffitt Returns to Allen Matkins as Associate * Mark Dawkins Joins Bingham's Litigation Team in London * Large Companies With Insolvent Balance Sheets ********* 1102 NORTH: Case Summary & Largest Unsecured Creditor ----------------------------------------------------- Debtor: 1102 North Highway 190 LLC 855 Walker Street New Orleans, LA 70124 Bankruptcy Case No.: 11-12021 Chapter 11 Petition Date: June 22, 2011 Court: U.S. Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Jerry A. Brown Debtor's Counsel: Keith M. Couture, Esq. COUTURE AND LEVESQUE, LLC 337 Highway 21, Unit D Madisonville, LA 70447 Tel: (985) 674-4428 Fax: (985) 674-4462 E-mail: keithcouture@bellsouth.net Scheduled Assets: $3,075,000 Scheduled Debts: $2,887,750 The petition was signed by Gerard Bourgeois, manager. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Southeast Investments LLC Bank Loan $2,100,000 501 J. F. Smith Avenue Slidell, LA 70460 146 WYCKOFF: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: 146 Wyckoff Avenue LLC 26 Crescent Cove Drive Seaford, NY 11783 Bankruptcy Case No.: 11-45331 Chapter 11 Petition Date: June 22, 2011 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Jerome Feller Debtor's Counsel: Christopher S. Cardillo, Esq. C. CARDILLO, P.C. P.O. Box 2498 New York, NY 10008 Tel: (347) 309-0000 Fax: (347) 438-3015 E-mail: CCardillo@CCardillo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Dr. Errol P. Thompson, managing member. 1488 BUSHWICK: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: 1488 Bushwick LLC c/o Richard Tanenbaum 224 Franklin Avenue, Room B4 Hewlett, NY 11557 Tel: (347) 291-1776 Bankruptcy Case No.: 11-45296 Chapter 11 Petition Date: June 21, 2011 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Elizabeth S. Stong Debtor's Counsel: Richard Tanenbaum, Esq. 44 Court Street, Suite 917 Brooklyn, NY 11201 Tel: (347) 291-1776 Fax: (866) 413-9205 E-mail: nybankruptcy@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by Solomon Steinlauf. 390 EAST: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------ Debtor: 390 East 8th Street Housing Development Fund Corporation 390 East 8th Street New York, NY 10009 Bankruptcy Case No.: 11-12990 Chapter 11 Petition Date: June 22, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Martin Glenn Debtor's Counsel: Neal M. Rosenbloom, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-301-6923 Fax: (212) 422-6836 E-mail: NRosenbloom@gwfglaw.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 two largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/nysb11-12990.pdf The petition was signed by Hyder Bin Jameel, president. 3900 BISCAYNE: Proposes Meland Russin as Attorneys -------------------------------------------------- 3900 Biscayne, LLC, seeks permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ Peter D. Russin, Esq. and the law firm Meland Russin & Budwick, P.A. to represent the company in its Chapter 11 case. The firm can be reached at: Peter D. Russin, Esq. MELAND RUSSIN & BUDWICK, P.A. 200 South Biscayne Boulevard Suite 3000, Miami Florida 33131 Upon retention, the attorney, will among other things: a) advise the Debtor with respect to its powers and duties as debtor-in-possession and the continued management of the Debtor's business operations; b) advise the Debtor with respect to its responsibilities in complying with U.S. Trustee's operating guidelines and reporting requirements and with the rules of the Court; c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case. On May 10, 2011, MRB received from the Debtor a Chapter 11 bankruptcy fee retainer of $275,000 and a Chapter 11 bankruptcy cost retainer of $25,000. From that retainer, prepetition fees of $17,592 and prepetition costs (including the Chapter 11 filing fee) of $1,970 were paid, leaving a fee retainer balance of $257,407. 3900 Biscayne, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-22948) on May 12, 2011, in Miami, Florida. Judge A. Jay Cristol presides over the case. The Debtor disclosed $14,857,484 in total assets and $13,691,533 in total liabilities as of the Chapter 11 filing. 3900 BISCAYNE: Applies for Goldstein Schecter as Accountant ----------------------------------------------------------- 3900 Biscayne, LLC, seeks permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ Sanford D. Horwitz and the accounting firm of Goldstein Schecter Koch as its accountant. Upon retention, the accountant, among other things: a) review the Debtor's records for asset analysis and recovery; b) perform a preference and fraudulent avoidance analysis; and c) to assist the Debtor in all tax matters. The accountant's rates are: Personnel Rate --------- ---- Stanford D. Horwitz, CPA $395 Jeff Weiss, Taxz Partner $375 Larry Elmer, Compliance Partner $360 Liani Lopez, Senir Accountant $125 About 3900 Biscayne, LLC 3900 Biscayne, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-22948) on May 12, 2011, in Miami, Florida. Judge A. Jay Cristol presides over the case. Peter D. Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Florida, represents the Debtor in its Chapter 11 effort. The Debtor disclosed $14,857,484 in total assets and $13,691,533 in total liabilities as of the Chapter 11 filing. 5TH AVENUE: Court OKs $49-Mil. Sale of All Assets to KHP Hotel -------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized 5th Avenue Partners LLC to sell substantially all of its assets of the estate to KHP Hotel Holding, LLC, or its designee for $49 million. At the May 23, auction, in consultation with the Creditors' Committee and WestLB AG New York Branch, the Debtor selected the purchaser as the successful bidder. Newport Beach, California-based 5th Avenue Partners owns and operates the Se San Diego hotel located in San Diego, California's financial district. The hotel has 184 guestrooms, a 5,500-square- foot spa, a restaurant, rooftop bar and lounge, 20,000 square feet of banquet space and meeting rooms, an outdoor rooftop pool, fitness center and 23 unsold condominium units. 5th Avenue also owns next to the Se San Diego hotel building a 31,000-square-foot building, which it leases to the House of Blues music club. 5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-18667) on June 25, 2010. Marc J. Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach, California, assists the Company in its restructuring effort. Blitz Lee & Company serves as its accountant. The Company estimated assets at $10 million to $50 million and debts at $50 million to $100 million. The Official Committee of Unsecured Creditors tapped Baker & McKenzie LLP as counsel. ABE ALIZADEH: Four Add'l Real Estate Entities in Chapter 11 ----------------------------------------------------------- Rick Daysog at the Sacramento Bee reports that four of Abe Alizadeh's real estate companies with debts of more than $66 million recently filed for Chapter 11 bankruptcy reorganization. As reported last week in the Troubled Company Reporter, the four related entities that filed for bankruptcy on June 20, 2011 are: Kobra EFS (Bankr. C.D. Calif. Case No. 11-35250); Fairway Commons II, LLC (Case No. 11-35255); Eureka Ridge, LLC (Case No. 11-35256) and Stoneview Office, LLC (Case No. 11-35257). According to the Sacramento Bee, the newly filed entities are the developers of several shopping centers and an office complex in Roseville, including the Fairway Commons II Shopping Center, Eureka Ridge Plaza and the Stoneview Plaza office complex. The real estate companies join Mr. Alizadeh's restaurant businesses, which were placed under bankruptcy protection in 2008 and 2009. "He has struggled long and hard to keep the properties fully occupied," the report quotes Malcolm Segal, an attorney for Mr. Alizadeh, as saying. "But the economy hasn't gotten to the point where a business like his can survive." Filings with the federal Bankruptcy Court in Sacramento list Wells Fargo Bank as the largest creditor, with more than $50 million in loans, followed by Mechanics Bank, which is owed $15 million. The Sacramento Bee notes the bankruptcy filings come as the state attorney general's office filed criminal charges against the developer in January, alleging that he failed to pay more than $7 million in state sales and payroll taxes. Mr. Alizadeh pleaded not guilty, but his attorney Segal said the developer hopes to resolve the criminal case by repaying the state. According to court filings, affiliated entities of Kobra EFS, et al., that have previously sought Chapter 11 protection are: Entity Case No. Petition Date ------ -------- ------------- Kobra Petroleum I, LLC 11-23348 02/10/11 Kobra Properties 08-37271 11/25/08 Vernon Street Associates, LLC 08-37273 11/25/08 Kobra Preserve, LLC 08-37272 11/25/08 Rocky Ridge Center, LLC 08-38105 12/09/08 Douglas Pointe, LLC 09-32854 06/23/09 Sierra Valley Associates, Inc. 09-40212 09/18/09 Central Valley Food Services, Inc. 09-40214 09/18/09 Kobra Associates, Inc. 09-40068 09/18/09 Food Service Management, Inc. 09-40066 09/18/09 ACCENTIA BIOPHARMA: Revimmune Granted Orphan Drug Status by FDA --------------------------------------------------------------- Accentia Biopharmaceuticals, Inc. announced Thursday that the U.S. Food and Drug Administration has granted Orphan Drug Designation to Revimmune, the Company's proprietary system-of-care based on high-dose administration of Cytoxan (cyclophosphamide), for the treatment of two autoimmune disease indications, systemic sclerosis and autoimmune hemolytic anemia. Based on an exclusive world-wide license from Johns Hopkins University and a strategic agreement with Baxter Corporation, Accentia intends to conduct multiple clinical trials evaluating Revimmune therapy for the treatment of a range of autoimmune diseases including multiple sclerosis. With FDA Orphan Drug Status, Accentia gains seven years of market exclusivity for Revimmune for systemic sclerosis and autoimmune hemolytic anemia upon its approval by the FDA thereby offering competitive protection from similar drugs of the same class. Orphan Drug Status also provides Accentia with eligibility to receive potential tax credit benefits, potential grant funding for research and development and significantly reduces the requisite filing fees for marketing applications. Accentia's Chief Scientific Officer, Dr. Carlos Santos, Ph.D., commented, "There is an urgent unmet medical need for new treatments for systemic sclerosis and autoimmune hemolytic anemia, as nearly 100,000 patients in the U.S. alone are living with one of these highly debilitating and often deadly autoimmune diseases. Current treatment options, especially in severe cases, are limited with some patients left with no choice but to endure high-risk treatment approaches. However, preliminary open label studies conducted by physicians at Johns Hopkins University have shown that Revimmune therapy is capable of 'rebooting' the immune system by eliminating the circulating cells perpetuating the autoimmunity for patients suffering from either systemic sclerosis or autoimmune hemolytic anemia. Studies published by Johns Hopkins researchers have shown that the majority of those patients treated with Revimmune therapy achieved meaningful clinical benefit and in some cases even underwent complete remissions." As reported in the TCR on June 17, 2011, Accentia announced that the Company had entered into a definitive financing agreement for $4 million to support the development of Revimmune(R). ROTH Capital Partners, LLC acted as the exclusive placement agent to Accentia on the transaction. Accentia and its majority-owned subsidiary, Biovest International, Inc., announced Friday that the companies will be presenting and exhibiting at the upcoming Biotechnology Industry Organization (BIO) International Conference to be held in Washington, D.C., June 27th - 30th. Dr. Carlos F. Santos will present as part of the personalized medicines session (BIO Session #261), titled, "Addressing the Major Medical Challenges of Today with Personalized Medicine: Cancer, Diabetes and Brain Injury". The event is scheduled for Tuesday, June 28th at 10:00 a.m. EDT in Room 150B of the Washington D.C. Convention Center. For more information on the BIO personalized medicine session (BIO Session #261), please visit: http://www.eflorida.com/myeflorida/bio2011/index.html Dr. Santos will discuss BiovaxID(R), Biovest's late-stage, autologous, active immunotherapy (personalized cancer vaccine) for the treatment of non-Hodgkin's lymphoma. The BiovaxID Phase III clinical trial results were published in this month's edition of the peer-reviewed journal, Journal of Clinical Oncology (JCO), official journal of the American Society of Clinical Oncology (ASCO). About Accentia BioPharmaceuticals Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc. (OTC QB: ABPI) -- http://www.accentia.net/-- is committed to advancing the autoimmune disease therapy, Revimmune(TM), as a comprehensive system of care and drug regimen designed for the treatment of autoimmune diseases. Revimmune therapy includes an ultra-high-dose regimen of Cytoxan(R) (cyclophosphamide), exclusively supplied via a strategic agreement with Baxter Healthcare Corporation. Clinical trials for Revimmune are being planned for the treatment of multiple autoimmune indications. Accentia holds a majority-ownership stake in Biovest International, Inc. (OTC QB: "BVTI"), an emerging leader in the field of active personalized immunotherapies. In collaboration with the National Cancer Institute, Biovest has developed a patient-specific, cancer vaccine, BiovaxID(R), with three clinical trials completed, including a Phase III study for the treatment of follicular non-Hodgkin's lymphoma. Additionally, Accentia's wholly-owned subsidiary, Analytica International, based in New York City, is a global research and strategy consulting firm that provides professional services to the pharmaceutical and biotechnology industries. Since 1997, Analytica has expertly directed research studies and projects, including traditional health economic modeling projects, database studies, structured reviews, heath technology assessments, reimbursement analyses, and value dossiers. On Nov. 10, 2008, Accentia BioPharmaceuticals, along with its subsidiaries filed for Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 08-17795). The Company emerged from Chapter 11 protection, and the Plan of Reorganization became effective, on Nov. 17, 2010. The Company reported a net loss of $8.5 million on $4.4 million of net sales for the six months ended March 31, 2011, compared with a net loss of $49.4 million on $5.8 million of net sales for the six months ended March 31, 2010. The Company's balance sheet at March 31, 2011, showed $7.5 million in total assets, $94.2 million in total liabilities, and a stockholders' deficit of $86.7 million. At March 31, 2011, the Company had an accumulated deficit of $328.5 million and a working capital deficit of $31.9 million. Cash and cash equivalents at March 31, 2011, was $2.5 million of which $2.3 million was attributable to Biovest. * * * As reported in the TCR on Feb. 15, 2011, the Company's independent registered public accounting firm's report included a "going concern" uncertainty on the financial statements for the year ended Sept. 30, 2010, citing significant losses and working capital deficits at that date. ACTIVANT SOLUTIONS: S&P Withdraws 'B' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Rating Services withdrew all ratings, including its 'B' corporate credit rating, on Livermore-Calif. based enterprise resource planning software provider Activant Solutions. Activant was acquired by Apax Partners and was combined with Epicor Software Corp. "We assigned a 'B' corporate credit rating and negative outlook to the newly combined company, named Epicor Software Corp., on May 4, 2011. As a result of the combination, all outstanding debt of Activant was repaid in full," S&P added. AE BIOFUELS: Unit Amends Note Purchase Agreement with Third Eye --------------------------------------------------------------- AE Advanced Fuels Keyes, Inc., a subsidiary of AE Biofuels, Inc. entered into Amendment No. 2 to the Note Purchase Agreement with Third Eye Capital Corporation. The 12% Senior Secured Term Notes had an original principal amount of $4,500,000 due and payable on Oct. 17, 2011. On March 10, 2011, the principal amount was increased through the sale of an additional aggregate principal amount of $3,500,000. On June 20, 2011, the Agent provided a waiver releasing the proceeds received from the California Producers Incentive Program in the amount of $940,000 from the California Energy Commission pledged to the Agent as mandatory repayment of the Term Notes and Additional Notes. As of the effective date of the Amendment, the principal balance and all accrued and unpaid interest and fees outstanding on the Note was $8,052,602. A full-text copy of the Limited Waiver and Amendment No.2 to Note Purchase Agreement is available for free at http://is.gd/vBWjTU AE Advanced Fuels, Inc., received $946,000 from the California Energy Commission granted under the California Producer Incentive Program and pledged to Third Eye Capital Corporation, as agent, as mandatory repayment of the 12% Senior Secured Term Notes purchased by Purchaser on Oct. 29, 2010, and subsequently amended on March 10, 2011. In exchange for a waiver releasing the proceeds received from the California Producers Incentive Program, AE Advanced Fuels Keyes, Inc., entered into a Limited Waiver and Amendment No. 2 to Note Purchase Agreement dated June 20, 2011. Pursuant to the terms of the Amendment, interest on the Term Notes will be increased by 2% per annum until the Company makes one or more additional payments on the Term Notes in the aggregate amount of $950,000. The Purchaser receives an amendment fee of $100,000 plus the payment of $20,000 in lieu of the June 1, 2011, scheduled principal payment of $200,000. The Purchaser also receives an increase in the unconditional guarantee of McAfee Capital, LLC, of $1,000,000 for a total guarantee of $2,000,000 and an increase in the unconditional guarantee of Eric A. McAfee, Chief Executive Officer of AE Advanced Fuels, Inc., of $1,000,000 for a total guarantee initially limited to principal amount of $3,400,000 plus all interest and fees increased up to a principal amount of $6,000,000 corresponding to the amounts received from the California Producer Incentive Program. The Purchaser may accelerate the unpaid principal amount of the Term Notes, together with accrued and unpaid interest, upon the occurrence of certain Events of Default, and the Purchaser may exercise remedies provided for in each of the deeds of trust and security agreement securing the Term Note during the continuance of an Event of Default. About AE Biofuels AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/-- is a global vertically integrated biofuels company based in Cupertino, California, developing sustainable solutions to address the world's renewable energy needs. The Company is commercializing its patent-pending next-generation cellulosic ethanol technology that enables the production of biofuels from both non-food and traditional feedstocks. Its wholly-owned Universal Biofuels subsidiary built and operates a nameplate 50 million gallon per year biodiesel production facility on the east coast of India. The Company reported a net loss of $1.72 million on $1.59 million of sales for the three months ended Sept. 30, 2010, compared with a net loss of $3.78 million on $4.05 million of sales for the same period a year earlier. The Company's balance sheet at Sept. 30, 2010, showed $20.23 million in total assets, $29.03 million in total liabilities, all current, and a stockholders' deficit of $8.80 million. ALLIED IRISH: Appoints Bernard Byrne as Executive Director ---------------------------------------------------------- Allied Irish Banks, p.l.c., appointed Mr. Bernard Byrne as Executive Director with immediate effect. Mr. Byrne, 43, joined AIB in May 2010 as chief financial officer. He was appointed Director of Personal & Business Banking in May 2011. He began his career as a Chartered Accountant with PricewaterhouseCoopers in 1988 and joined ESB International as Commercial Director in 1994. In 1998 he took up the post of Finance Director with IWP International Plc before moving to ESB in 2004 where he held the post of Group Finance and Commercial Director until he left to join AIB. About Allied Irish Banks, p.l.c. Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a major commercial bank based in Ireland. It has an extensive branch network across the country, a head office in Dublin and a capital markets operation based in the International Financial Services Centre in Dublin. AIB also has retail and corporate businesses in the UK, offices in Europe and a subsidiary company in the Isle of Man and Jersey (Channel Islands). Since the onset of the global and Irish financial crisis, AIB's relationship with the Irish Government has changed significantly. As at Dec. 31, 2010, the Government, through the National Pension Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary shares of the Company (the share of the voting rights at shareholders' general meetings), 10,489,899,564 convertible non- voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On April 8, 2011, the NPRFC converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital. In addition to its shareholders' interests, the Government's relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), participation in NAMA, and otherwise. As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland, noted that there are a number of material economic, political and market risks and uncertainties that impact the Irish banking system, including the Company's continued ability to access funding from the Eurosystem and the Irish Central Bank to meet its liquidity requirements, that raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of EUR10.16 billion on EUR1.84 billion of interest income for 2010, compared with a net loss of EUR2.33 billion on $2.87 billion of interest income for 2009. The Company's balance sheet at Dec. 31, 2010, showed EUR145.2 billion in total assets, EUR140.9 billion in total liabilities, and stockholders' equity of EUR4.3 billion. AMCORE FINANCIAL: Plan of Liquidation Declared Effective -------------------------------------------------------- BankruptcyData.com reports that AMCORE Financial's First Amended Chapter 11 Plan of Liquidation became effective. The Plan provides for the liquidation of the Debtor's assets and for the distribution of the "net available cash" to creditors in order of their relative priority of distribution under the Bankruptcy Code. A liquidation trust will assume the remaining assets for the benefit of creditors. Under the Plan, the Federal Deposit Insurance Corp. is receiving $550,000 in cash plus state income tax receivable and insurance refund proceeds. About AMCORE Financial Rockford, Ill.-based AMCORE Financial is a registered bank holding company for AMCORE Bank. On April 23, 2010, regulators closed the bank and appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Harris National Association to assume all of the deposits of AMCORE Bank, National Association. AMCORE Financial filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-37144) in Chicago on Aug. 19, 2010. The Company said in documents attached to the petition that it had assets of $7.2 million against debts of $75.4 million as of the bankruptcy filing. Roughly $57 million owed to Wilmington Trust, as indenture trustee, on account of a junior subordinated debt due 2037. George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher & Flom, in Chicago, serves as counsel to the Debtor. Kurtzman Carson Consultants LLC serves as claims agent. AMR CORP: Updates Full Year 2011 Guidance ----------------------------------------- AMR Corporation provided investors an updated guidance for the second quarter and the full year 2011. A copy of AMR's Eagle Eye communication is available at http://is.gd/ZNjl06 Second quarter mainline unit revenue is expected to increase between 4.0% and 5.0% year-over-year, and second quarter consolidated unit revenue is expected to increase between 4.5% and 5.5% year-over-year. The Company's revenue results reflect about $60 million in lower revenue due to extreme weather events during the quarter in Dallas-Fort Worth and the continued impact of the earthquake that struck Japan in March. In total, Cargo and Other Revenue is expected to increase between 4.8% and 5.8% relative to second quarter 2010. AMR expects to end the second quarter with a cash and short-term investment balance of approximately $5.6 billion, including approximately $455 million in restricted cash and short-term investments. Approximately $160 million of hedge collateral from counterparties is included in the Company's cash balance expectations. About AMR Corporation Headquartered in Fort Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. As of Dec. 31, 2009, American provided scheduled jet service to approximately 160 destinations throughout North America, the Caribbean, Latin America, Europe and Asia. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. The Company's balance sheet at March 31, 2011, showed $27.11 billion in total assets, $31.06 billion in total liabilities, and a $3.95 billion stockholders' deficit. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings, 'Caa1' corporate family and probability of default ratings from Moody's, and a 'B-' corporate credit rating from Standard & Poor's. In November 2010, Standard & Poor's Ratings Services revised its outlook on AMR Corp. and its major operating subsidiary, American Airlines Inc., to stable from negative, based on AMR's improved operating performance, which has bolstered credit quality. S&P also affirmed its 'B-' corporate credit rating and most issue ratings on the two companies and lowered selected ratings on American's enhanced equipment trust certificates. AMT LLC: Files Schedules of Assets and Liabilities -------------------------------------------------- AMT, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $28,650,000 B. Personal Property $2,029,648 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $4,842,150 E. Creditors Holding Unsecured Priority Claims $40,809 F. Creditors Holding Unsecured Non-priority Claims $177,864 ----------- ----------- TOTAL $30,679,648 $5,060,823 AMT, LLC, in Destin, Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-30933) on May 27, 2011. Judge William S. Shulman presides over the case. J. Steven Ford, Esq., at Wilson, Harrell, Farrington, serves as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. The petition was signed by Michael Smallwood, its manager. ANGEL ACQUISITION: CEO Bonenberger Resigns; "Inventor" Takes Over ----------------------------------------------------------------- Angel Acquisition Corp. accepted the resignation of Steven Bonenberger as Chief Executive Officer, President, Secretary and Chief Financial Officer. Effective on the same date, the Company appointed Michael Edwards as Chief Executive Officer, President, Secretary, Chief Financial Officer and member of the Board of Directors. Mr. Bonenberger's resignation did not arise from any disagreement on any matter relating to the Company's operations, policies or practices, nor regarding the general direction of the Company Mr. Edwards has extensive experience in nutrition, marketing and product distribution. His current focus is on the study of Anti- Aging and Life-Extension nutraceutical science. His mission is to bring a product to the public that will improve their ability to extend life and experience a healthy life. He owned and managed a retail health-food company in Southern California before moving to Los Angeles in 1989 where he created Premier Attractions, a marketing firm that created and distributed products worldwide. Mr. Edwards is a published author and inventor with a diverse educational, financial, business and a research background. This background has provided a strong work ethic and created success- driven protocols which have sustained a continued interest in the bio-nutraceutical and health-science industry. In addition to his health science background, Mr. Edwards brings a wealth of experience from writing, directing, production and distribution in the film, television and video industries, as well as substantial banking and publishing experience. About Angel Acquisition Carson City, Nev.-based Angel Acquisition Corp. was incorporated under the laws of the state of Nevada on March 10, 1999, under the name Palomar Enterprises, Inc. On February 5, 2008, the Company changed its name to Angel Acquisition Corp. to properly reflect the change in business direction. The Company assists private companies in the process of going public as well as being a licensed mortgage broker and developer. As reported by the TCR on April 13, 2011, Gruber & Company, LLC, Lake Saint Louis, Missouri, expressed substantial doubt about the Company's ability to continue as a going concern, following the 2010 financial results. The independent auditor noted that the Company has been unable to generate sufficient operating revenues and has incurred operating losses. The Company's balance sheet at March 31, 2011, showed $617,760 in total assets, $1.31 million in total liabilities and a $694,727 total stockholders' deficit. APEX DIGITAL: Wants More Time to Discuss "Potential Terms of Plan" ------------------------------------------------------------------ Apex Digital, Inc., asks the U.S. Bankruptcy Court for the Central District of California to extend its exclusive period to file and solicit acceptances for the proposed chapter 11 plan until Aug. 12, 2011, and Oct. 11, respectively. The Debtor related that it needs more time to discuss with the Official Committee of Unsecured Creditors and its secured creditor, Avision Technology Co. Limited, the potential terms of a plan. The Debtor is represented by: Philip A. Gasteier, Esq. Juliet Y. Oh, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: pag@lnbyb.com jyo@lnbyb.com About Apex Digital Walnut, California-based Apex Digital, Inc. -- aka AW XEPA Technologies Inc., AW Apex R&D Shangai, AW Apex, AW E2Go, AW Entertainment to Go -- is a privately held company that provides and markets consumer electronics, including high-definition LCD televisions, home entertainment media devices, solar powered lights and digital set top boxes. Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-44406) on Aug. 17, 2010. Juliet Y. Oh, Esq., in Los Angeles, California, represents the Debtor. The Debtor estimated assets and debts at $10 million to $50 million as of the Petition Date. APEX REALTY: Schiff, Daimler Plan Mixed-Use Tower ------------------------------------------------- Brian R. Ball at Columbus Business First reports that Columbus real estate investor Michael Schiff has teamed up with developer Daimler Group Inc. in a bid to replace the failed Ibiza project in the city's Short North with a mixed-use tower topped by as many as 120 apartments. According to the report, their plans for a nine- to 11-story complex at 830 N. High St., and an accompanying parking garage off Hubbard Avenue, depend on two conditions. First they must reach some kind of agreement with creditors of Ibiza developer Apex Realty Enterprises LLC, which is in Chapter 11 bankruptcy. And they need to secure approval from the Italian Village Commission. Based in Columbos, Ohio, APEX Realty Enterprises LLC dba Ibiza filed for Chapter 11 bankruptcy protection on April 27, 2011 (Bankr. S.D. Ohio Case No. 11-54512). Judge John E. Hoffman Jr. presides over the case. Myron N. Terlecky, Esq., at Strip Hoppers Leithart McGrath & Terlecky CO., LPA, represents the Debtor. The Company estimated assets of between $1 million and $10 million, and debts of between $10 million and $50 million. ART COLLECTION: Used as 'Pawn' by Co-Debtors, Says U.S. Trustee --------------------------------------------------------------- Judy A. Robbins, the U.S. Trustee for Region 7, asks the U.S. Bankruptcy Court for the Western District of Texas to dismiss the Chapter 11 case of Art Collection, Inc., with prejudice to the right to re-file for one year. The U.S. Trustee contends that the Debtor was used as a pawn by its co-Debtors and does not need reorganizing. She further contends that the Debtor's Chapter 11 case was filed solely to delay a lawsuit against the Debtor's co-Debtors. The Debtor had no income in the past two years, and relied on its parent to pay its expenses, the U.S. Trustee points out. She notes that despite not having made a payment to its lienholder in over two years, the lienholder was not threatening the Debtor or its assets. In addition, the Debtor's property was not posted for foreclosure and the lienholder had not sued the Debtor for the collection of amounts owed. "When this case was filed, the Debtor was not at immediate risk of losing its sole asset and whatever equity might be in the property. Unsecured creditors were not at immediate risk of losing all chances for repayment," the U.S. Trustee tells the Court. The co-Debtors were 19 days away from a summary judgment hearing in a lawsuit which had been pending for almost eight months and if they prevailed at the summary judgment hearing, they were still set for trial approximately six weeks later, the U.S. Trustee relates. She contends that the co-Debtors were facing financial difficulties, yet they put the Debtor in bankruptcy to protect themselves by further delaying a nearly 18-month old lawsuit. The co-Debtors seek to transfer the lawsuit to the Court, which would result in the Court deciding a lawsuit involving two non- Debtor plaintiffs and 22 non-Debtor defendants. The Debtor's sole shareholder is One Realco Corporation, which purchased 100% of the Debtor in December 2010 from American Realty Investors, Inc., a New York Stock Exchange traded company. Since 1998 the Debtor has owned a tract of real property situated in Travis County, Texas; the tract is approximately 257 acres. The property is undeveloped, but has water, waste water, and electricity connections. The Debtor values the property at $17 million, and the property secures debt of over $15 million owed to Dynamic Finance Corporation and approximately $165,000.00 owed to Propel Financial Services. American Realty and Prime Income Asset Management are listed on the Debtor's schedules as a co-Debtor on the debt owed to Dynamic Finance. Prime Income Asset Management paid the retainer to the Debtor's counsel. Creditors Dynamic Finance Corporation and Upper Wise Management Limited join in the U.S. Trustee's request to dismiss the Chapter 11 case. About Art Collection, Inc. Dallas, Texas-based Art Collection, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 11-10874) on April 7, 2011. Eric A. Liepins, Esq., at Eric A. Liepins P.C., serves as the Debtor's bankruptcy counsel. In its schedules, the Company disclosed that it owns 258 acres in Travis County, Texas, worth $17 million. The Debtor disclosed that California-based Dynamic Finance Corp. holds a secured claim on the land for $15.3 million. Total debt is $15.77 million. ARTHUR BRASWELL: Case Summary & 17 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Arthur Jerone Braswell Phyllis A. Braswell 32 Black Banks Drive Saint Simons Island, GA 31522 Bankruptcy Case No.: 11-20736 Chapter 11 Petition Date: June 23, 2011 Court: U.S. Bankruptcy Court Southern District of Georgia (Brunswick) Debtors' Counsel: C. James McCallar, Jr., Esq. MCCALLAR LAW FIRM P.O. Box 9026 Savannah, GA 31412 Tel: (912) 234-1215 Fax: (912) 236-7549 E-mail: mccallar@mccallarlawfirm.com Scheduled Assets: $3,830,932 Scheduled Debts: $8,877,889 A list of the Joint Debtors' 17 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/gasb11-20736.pdf BANK OF AMERICA: Involuntary Chapter 11 Case Dismissed ------------------------------------------------------ American Bankruptcy Institute reports that Bankruptcy Judge Michael E. Romero on Tuesday dismissed an involuntary case (Bankr. D. Colo. Case No. 11-24503) launched against Bank of America by 34 creditors on June 17. As reported in the Troubled Company Reporter on June 23, 2011, BofA, in its request to dismiss the case, said the petition is invalid and that the bank cannot be a debtor in an involuntary bankruptcy case. BofA denied it is failing to pay its debts as they come due. BofA called the assertion that it owes the petitioners any debt which is not subject to bona fide dispute "frivolous on its face." The petitioners claim to be owed roughly $60 million in the aggregate. The petitioners identify themselves in the signature pages of the Chapter 11 petition as members of either the "Independent Rights Political Party" or the "Independent Rights Party." BANK OF NEW ENGLAND: 1st Circ. Nixes HSBC Bid for $100M Interest ---------------------------------------------------------------- Samuel Howard at Bankruptcy Law360 reports that the First Circuit on Thursday barred HSBC USA NA from collecting postpetition interest on its senior noteholder claims against the long-defunct Bank of New England Corp., instead treating junior noteholders to roughly $100 million from the Chapter 7 estate. Hearing the dispute for the second time, the appeals court found that the investors did not intend to subordinate the junior notes to post-petition interest on the senior notes, affirming the Massachusetts bankruptcy court's analysis of the debt securities scene of the 1970s and 1980s, according to Law360. Bank of New England Corporation filed for Chapter 7 liquidation (Bankr. D. Mass. Case No. 91-10126) on Jan. 1, 1991. Dr. Ben Branch serves as the chapter 7 trustee. BANKATLANTIC BANCORP: BFC Financial Owns 52.6% of Class A Shares ---------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, BFC Financial Corporation disclosed that it beneficially owns 41,641,986 shares of Class A common stock of BankAtlantic Bancorp, Inc., representing 52.6% of the shares outstanding. A full-text copy of the filing is available for free at http://is.gd/FJ0Ore About BankAtlantic Bancorp BankAtlantic Bancorp (NYSE: BBX) -- http://www.BankAtlanticBancorp.com/-- is a bank holding company and the parent company of BankAtlantic. BankAtlantic -- "Florida's Most Convenient Bank" with a Web presence at http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets and more than 100 stores, and is one of the largest financial institutions headquartered junior in Florida. BankAtlantic has been serving communities throughout Florida since 1952 and currently operates more than 250 conveniently located ATMs. The Company's balance sheet at March 31, 2011, showed $4.47 billion in total assets, $4.48 billion in total liabilities and a $8.73 million total deficit. The Company reported a net loss of $143.25 million on $176.31 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $185.82 million on $223.59 million of total interest income during the prior year. * * * In September 2010, Fitch Ratings downgraded the long-term Issuer Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+. The 'CC' long-term IDR indicates a high default probability. Fitch said it believes that BBX will likely require external capital support given the high level of credit costs that continue to impact BBX's financial performance and erode its existing weak level of tangible common equity, which stood at just 1.39% at June 30, 2010. Although BFSB's regulatory capital levels remain 'well-capitalized', Fitch believes the company needs additional capital in order to provide absorption for future losses, particularly since earnings generation on a pre-provision net revenue basis is weak. As reported by the TCR on March 1, 2011, Fitch has affirmed its current Issuer Default Ratings for BankAtlantic Bancorp and its main subsidiary, BankAtlantic FSB at 'CC'/'C' following the announcement regarding the regulatory order with the Office of Thrift Supervision. BankAtlantic has announced that it has entered into a Cease and Desist Order with the OTS at both the bank and holding company level. The regulatory order includes increased regulatory capital requirements, limits to the size of the balance sheet, no new commercial real estate lending and improvements to its credit risk and administration areas. Further, the holding company must also submit a capital plan to maintain and enhance its capital position. BARBETTA LLC: Wants Court to OK Member-Manager Charles Hester ------------------------------------------------------------- Barbetta LLC asks the U.S. Bankruptcy Court to approve the employment of Charles E. Hester, as member-manager of the Debtor. Mr. Hester has been a Member-Manager of the Debtor for approximately 12 years. His duties are to oversee operations including, but not limited to: a. managing and overseeing all day-to-day operations, including accounting and bookkeeping functions; b. managing accounts receivables and dealing with tenants concerning past due rental payments, and collection of rent where necessary; c. negotiating with current new tenants concerning lease terms; d. reviewing applications for new leases, performing credit checks where required, and establishing terms for all properties; e. overseeing all capital improvements and major repairs to the properties, including managing the Debtor's cash flow in order to provide funds for capital improvements; and f. overseeing the duties performed by the superintendent and employee. Mr. Hester is expected to perform the Services in excess of 60 hours per week. The Debtor will pay him in the form of a monthly owners draw approximately $3,784. They will provide him with a cell phone, which is paid $40 monthly and a vehicle owned by the Debtor. Based in Selma, North Carolina, Barbetta, LLC -- formerly doing business as Hester 1996 Family Limited Partnership, South Pollock Street Development & Sign Co., LLC, Hester 5, LLC, and Hester 8, LLC -- filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 11-04370) on June 6, 2011. Judge J. Rich Leonard presides over the case. Trawick H. Stubbs, Jr., at Stubbs & Perdue, P.A., serves as the Debtor's bankruptcy counsel. In its Schedules filed together with the petition, the Debtor disclosed $24,889,321 in total assets and $12,855,596 in total liabilities. The petition was signed by Charles E. Hester, member manager. Charles and Barbetta Hester also filed a separate Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-04375) on June 6, 2011. BLACK DIAMOND: Trust Suit v. Former CEO Goes Back to State Court ---------------------------------------------------------------- In Taft A. McKinstry, as Trustee of the BD Unsecured Creditors Trust, v. Harold E. Sergent, Ira J. Genser, Larry Tate and Alvarez & Marsal North America, LLC, Adv. Proc. No. 11-07010 (Bankr. E.D. Ky.), Bankruptcy Judge Joseph M. Scott sustained, in part, and denied, in part, the request of the Black Diamond Mining Company creditors' trust for the Court to mandatorily abstain from hearing the case and remand it to state court under 28 U.S.C. Sec. 1334(c)(2); or in the alternative, for the Court to permissively abstain from hearing the case under 28 U.S.C. Sec. 1334(c)(1). Harold Sergent, the founder and former chairman of the board of Black Diamond, as well as Ira J. Genser, Larry Tate, and Alvarez & Marsal North America LLC filed responses to the Trust's Motion for Abstention. The Court held that the Trust's Motion for Abstention is sustained as to its claims against Mr. Sergent and those claims are remanded to the State Court. The Trust's Motion for Abstention is overruled as to its claims against the A&M Parties. A copy of Judge Scott's June 23, 2011 Memorandum Opinion is available at http://is.gd/cJrgobfrom Leagle.com. About Black Diamond Mining Headquartered in Pikeville, Kentucky, Black Diamond Mining Co., LLC, is a coal-mine operator formed in 2006. The company and seven of its affiliates sought Chapter 11 protection on (Bankr. E.D. Ky. Case No. 08-70109) on March 4, 2008. David M. Cantor, Esq., at Seiller Waterman, LLC, represents the Debtors in these cases. The U.S. Trustee for Region 8 appointed creditors to serve on an Official Committee of Unsecured Creditors. Foley & Lardner LLP represents the Committee in these cases. Prudential Insurance Co. of America and subsidiaries of CIT Group Inc., C.I.T. Capital U.S.A., Inc. and The C.I.T Group/Commercial Services Inc., filed involuntary Chapter 11 petitions against FCDC Coal Inc., Black Diamond Mining Co., Martin Coal Processing Corp., Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine Resources, Inc. and Black Diamond Land Co. LLC on Feb. 19, 2008 (Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and 08-70066 to 08-70067). Robert J. Brown, Esq., at Wyatt, Tarrant & Combs, L.L.P., represent the petitioners. According to the petitioners, the Debtors owe them $150 million. The Debtors schedules showed $73,669,934 in total assets and $207,403,591 in total liabilities. As reported in the Troubled Company Reporter on Feb. 25, 2008, the petitioning creditors sought the appointment of a Chapter 11 trustee for the Debtors. The petitioners alleged that the Debtors' controlling equity owner Harold E. Sergent and other shareholders are "hopelessly conflicted." They insisted that the company has no money since losing $25 million last year and they had refused to dole out a single cent until a trustee assumes control of the company and comes up with an appropriate budget. The TCR on March 4, 2008, reported that the Court directed the appointment of a chief restructuring officer -- either Ira Genser or Steven Cohn from Alvarez & Marsal North America LLC -- for FCDC Coal Inc. and Black Diamond Mining Co. The Court said the CRO will "have the same powers as a trustee," which will include retention and termination of workers, and the investigation of the Debtors' officers. The Company filed a Chapter 11 plan in early 2009. The plan was confirmed and gave rise to an Unsecured Creditors Trust. BLUEGREEN CORP: Suspending Filing of Reports with SEC ----------------------------------------------------- Bluegreen Corporation Retirement Savings Plan 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 Interests in the Bluegreen Corporation Retirement Savings Plan. Bluegreen Corporation's common stock has been eliminated as an investment option under the Bluegreen Corporation Retirement Savings Plan. Therefore, the interests in the Plan are exempt from registration. About Bluegreen Corp. Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides places to live and play through its resorts and residential community businesses. In December 2010, Standard & Poor's Rating Services raised its corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'. S&P's rating outlook on the Company is stable. S&P believes that Bluegreen will grow its fee-based sales commission revenue from $20 million in 2009 to an estimated $50 million in 2010. At this time, S&P expects that Bluegreen may be able to generate at least the same amount of commission based revenue in 2011. While the increase in fee- based revenue allowed Bluegreen to expand the level of sales that do not require financing, S&P believes that the company will likely remain heavily reliant on its lines of credit, receivable- backed warehousing facilities, and access to the timeshare securitization markets to fund timeshare sales. In S&P's view, Bluegreen currently has adequate sources of liquidity to cover its needs over the next 12-18 months mainly due to the successful closing of a timeshare securitization transaction. The Company reported a net loss of $35.87 million on $365.67 million of revenue for the year ended Dec. 31, 2010, compared with net income of $3.90 million on $367.36 million of revenue during the prior year. The Company's balance sheet at March 31, 2011, showed $1.21 billion in total assets, $892.12 million in total liabilities and $320.03 million in total shareholders' equity. BLUEKNIGHT ENERGY: Files Form S-3; To Offer $400MM Securities ------------------------------------------------------------- Blueknight Energy Partners, L.P., filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to its offer from time to time of: * common units representing limited partner interests in Blueknight Energy Partners, L.P.; * Series A Preferred Units representing limited partner interests in Blueknight Energy Partners, L.P.; * partnership securities; * warrants to purchase common units, Series A Preferred Units, partnership securities, or debt securities; * rights to purchase common units, Series A Preferred Units, partnership securities, or debt securities; and * debt securities, which may be senior debt securities or subordinated debt securities. BKEP Finance Corporation may act as co-issuer of the debt securities, and certain other direct or indirect subsidiaries of Blueknight Energy Partners, L.P., may guarantee the debt securities. The Company may offer and sell these securities to or through one or more underwriters, dealers, and agents, or directly to purchasers, on a continuous or delayed basis. The aggregate initial offering price of all securities sold by the Company under this prospectus will not exceed $400,000,000. The Company's common units are traded on the Nasdaq Global Market under the symbol "BKEP." The Company will provide information in the prospectus supplement for the trading market, if any, for any Series A Preferred Units, partnership securities, warrants, rights and debt securities the Company may offer. A full-text copy of the prospectus is available for free at: http://is.gd/LS2Ig7 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'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. BOWE BELL: Versa Capital Completes Purchase of Assets ----------------------------------------------------- Versa Capital Management, Inc. on June 27 announced the completion of its previously publicized acquisition of the assets of Bowe Bell + Howell and the formation of a new company and brand, Bell and Howell, LLC. The company will be led by a new board of directors, while George Marton will continue to lead the senior management team. The new Bell and Howell includes all existing operations in North America including BCC Software in Rochester, N.Y. and Bell and Howell Canada. "After an extraordinary few months for our organization, we have the best of both worlds: a business with a long history and yet a completely fresh start," said George Marton, President and CEO of Bell and Howell. "We have been overwhelmed by the positive support from the market and our customers, and our suppliers have demonstrated that they want to partner with us for years to come. None of this could have happened without the passion and commitment from all employees, whose knowledge and talent are second to none: I send them my sincerest thanks for all of their hard work. "Now we look forward to continuing our mission: to help customers succeed by providing them with the right solutions, services, and expertise. In support of that, I am pleased to report that we are sharpening our strategy and driving operational efficiencies throughout the organization. In addition, we have several exciting new solutions that we will be announcing shortly. Along with the launch of our new company and brand, we couldn't be more excited about the future." In meeting with a group of Bell and Howell employees recently, Board Chairman Greg Segall of Versa Capital Management noted, "The new Bell and Howell has all of its distractions behind them -- and the products and service and solutions are now the sole focus of the business. The ability to focus on customers and their needs, and focus on products, is going to be a huge step towards the company obtaining a high level of success." Philadelphia-based Versa Capital Management, Inc. is a private equity investment firm with $950 million of committed capital under management. Co-investing in the transaction is Access Value Investors, a Chicago-based private equity firm affiliated with AEG Partners LLC, which is providing transformation consulting services to Bell and Howell. The new company has strong and stable financing, with substantial capital from Versa and a $60 million credit facility led by PNC Bank and Crystal Financial to support the growth and working capital needs of the organization. About Bowe Bell Headquartered in Wheeling, Ill., BOWE BELL + HOWELL -- http://www.bowebellhowell.com/-- is a leading provider of high- performance document management solutions and services. In 1936, the company pioneered gripper arm mail-inserting systems and has one of the world's largest installed bases of such inserters as a result of the technology's flexibility, performance and reliability. The company's complete portfolio of inserting, sorting, plastic card, integrity, cutting, packaging, print-on- demand and software solutions is one of the most comprehensive product offerings for paper-based communications. These solutions are supported by one of the largest dedicated service organizations in the industry. In addition to its headquarters offices, the company maintains major manufacturing and service locations in Durham, N.C. and Bethlehem, Penn. Bowe Bell + Howell sought bankruptcy protection in the U.S. as part of a deal to itself to creditor Versa Capital Management Inc. to pay off debt. Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other affiliates, including Bowe Bell + Howell Holdings, Inc., filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-11186) on April 18, 2011. Bowe Systec estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. Lee E. Kau fman, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. McDermott Will & Emery is the Debtors' special corporate counsel. Focus Management Group is the Debtors' financial advisors. Lazard Middle Market LLC is the Debtors' investment banker. The Garden City Group, Inc is the Debtors' claims and notice agent. Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary, commenced parallel ancillary proceeding under Part IV of the Companies' Creditors Arrangement Act. BBH Canada, as the proposed foreign representative for the Debtors in the ancillary proceeding, will ask an Ontario Superior Court judge to recognize the bankruptcy proceedings in the U.S. PricewaterhouseCoopers Inc. is the prospective Information Officer in the Canadian Proceeding. BRIGHAM EXPLORATION: Seven Directors Elected at Annual Meeting -------------------------------------------------------------- Brigham Exploration Company held its Annual Meeting of Stockholders on June 21, 2011. The Stockholders: (a) elected seven directors to serve until the Annual Meeting of Stockholders in 2012, namely: (1) Ben M. "Bud" Brigham, (2) David T. Brigham, (3) Harold D. Carter, (4) Stephen C. Hurley, (5) Stephen P. Reynolds, (6) Hobart A. Smith and (7) Scott W. Tinker, Ph.D.; (b) approved the appointment of KMPG LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2011; (c) approved, by a non-binding advisory vote, the compensation paid to the Company's named executive officers in 2010; (d) determined, in a non-binding advisory vote, to hold a stockholder vote to approve the compensation of the Company's named executive officers every year; (e) approved the amendment to the 1997 Director Stock Option Plan to extend the term of future options to be granted pursuant to the 1997 Director Stock Option Plan from seven years to ten years; and (g) approved the grant of 1,500 shares of common stock to each of the Company's non-employee directors. About Brigham Exploration Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP) -- http://www.bexp3d.com/-- is an independent exploration, development and production company that utilizes advanced exploration, drilling and completion technologies to systematically explore for, develop and produce domestic onshore oil and natural gas reserves. In late 2007, the majority of the Company's drilling capital expenditures shifted from its historically active areas in the Onshore Gulf Coast, the Anadarko Basin and West Texas to the Williston Basin in North Dakota and Montana, where the Company is currently targeting the Bakken, Three Forks and Red River objectives. The Company reported net income of $42.89 million on $169.72 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $122.99 million on $70.34 million of revenue during the prior year. The Company's balance sheet at March 31, 2011, showed $1.16 billion in total assets, $565.38 million in total liabilities, and $595.91 million in stockholders' equity. * * * As reported by the TCR on Feb. 18, 2011, Moody's Investors Service upgraded Brigham Exploration Company's Corporate Family Rating to B3 from Caa1 and the Probability of Default Rating to B3 from Caa1. "The primary driver for the upgrade is Brigham's strong reserve and production growth and significant financial flexibility," said Francis J. Messina, Moody's Vice President. "The B3 Corporate Family Rating is prospective and it incorporates Moody's expectation that the company will significantly increase proved developed reserves and production rates over the next two years." CAMP COOLEY: Court Extends Use of Cash Collateral Until Aug. 31 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas entered, on June 21, 2011, its Fourth Final Order extending the Debtor's use of cash collateral that secures obligations of the Debtor owing to Amegy Bank National Association and Lone Star, PCA, from June 1, 2011, through Aug. 31, 2011, pursuant to a budget. The terms of the First, Second, and Third Final Orders authorizing the Debtor to (I) use cash collateral and (II) provide adequate protection payments will remain in full force and effect except as specifically modified in the Fourth Final Order. No payments will be made to any professional except upon order from the Bankruptcy Court. In addition, Debtor will not (a) sell or use any cattle, livestock, exotic animals, semen, embryos, proceeds from bull leases, or genetics equipment; or (b) sell any farm and ranch equipment which is property of the Debtor's estate and which is subject to the liens of Lone Star. The Debtor will make an adequate protection payments to Amegy on or before the 15th of each month in the lesser of the following amounts: -- 100% of any and all gas royalty income of the Debtor during the preceding month; or -- $80,610.85, representing an adequate protection payment equal to 5% interest on the outstanding principal balance in the amount of $19,346,601.50 owing to Amegy under the Loan Documents; The Debtor may use or sell the hay which is property of the estate. As adequate protection for the use or sale of the hay, the Debtor will make adequate protection payments to Lone Star equal to 25% of the gross sale price received by the Debtor. A copy of the budget is available at: http://bankrupt.com/misc/campcooley.4thfinalorder.pdf On June 17, 2011, Lone Star filed an ominibus limited objection to the Debtor's motion to extend use of cash collateral, which was filed on June 7, 2011. Lone Star told the Court it does not take issue with Debtor using cash collateral through Aug. 31, 2011, provided that such use must be subject to any term or condition of any applicable prior cash collateral order relating to Debtor tendering proceeds or adequate protection payments to Lone Star. On June 21, 2011, Amegy filed an objection to the Debtor's motion to extend use of cash collateral, citing that it attempts to circumvent the Settlement Agreement entered into by the Debtor, Amegy and Lone Star PCA. The Settlement Agreement, which was approved by the Court on Jan. 28, 2011, governs the method and timing and selling the Ranch, Minerals and other remaining Property of the Estate. About Camp Cooley Franklin, Texas-based Camp Cooley Ltd. operates an agricultural and farming business. Camp Cooley is the entity resulting from the merger of these entities effective Nov. 7, 2009: North CC Pipeline, LLC; Birkel CCR GP LLC; CCR Royalty, Ltd.; Ultimate Genetics, LLC; and Camp Cooley Genetics, LLC. Camp Cooley filed for Chapter 11 bankruptcy protection on Nov. 8, 2009 (Bankr. W.D. Tex. Case No. 09-61311). In its schedules, the Debtor disclosed $57,917,118 in assets and $28,138,421 in liabilities. Blake L. Beckham, Esq., at Beckham & Mandel, Esq., in Dallas; and Debra L. Innocenti, Esq., Raymond W. Battaglia, Esq., and Robert K. Sugg, Esq., at Oppenheimer Blend Harris & Tate, in San Antonio, Tex., represent the Debtor as counsel. CARRIAGE HOUSE: Subcontractors' Suit Goes Back to State Court ------------------------------------------------------------- Bankruptcy Judge Stephen Raslavich issued rulings in four civil actions originally filed in the Court of Common Pleas of Philadelphia related to a project to construct luxury condominiums at property owned by Carriage House at 23 South 23rd Street. In three of the actions, the plaintiffs are non-debtors, namely (i) National Glass and Metal Company, Inc.; (ii) D'Andrea Brothers Concrete Company, Inc.; and (iii) BVF. In all three Non-Debtor Actions, the non-debtor defendants include John J. Turchi Jr. and Turchi, Inc. The debtor-defendants consist of: (i) Carriage House Condominiums, L.P., which is a Chapter 11 debtor; and (ii) 23S23 Construction, Inc., which is a Chapter 7 debtor. In the fourth civil action, the Debtors sued Hunter Roberts Construction Group, Inc. The four actions were consolidated and assigned to the State Court's "Commerce Court" program and later removed to the Bankruptcy Court following the Debtors' bankruptcy filing. Carriage House contracted with 23S23 to have it act as the "general contractor and construction manager" of the Project. However, at some point during the Project, 23S23 contracted with Hunter Roberts for it to "take over all construction management functions of the general contractor" for the Project. National Glass, D'Andrea and BVF were subcontractors who provided labor or materials for the Project. They contend that they were not paid in full for their work on the Project. In the Debtor Action, the Debtors contend that Hunter Roberts' failure to fulfill its contractual obligations as the general contractor of the Project "delayed" the progress of the Project. The Debtors further contend that the delay negatively impacted sales of the condominium units in the Project because the condominium units were not completed until after the real estate market had declined. In his June 22, 2011 Opinion, Judge Raslavich held that based on the developments in the Debtors' bankruptcy cases and the current status of the Non-Debtor Actions, it is clear that, at this point in time, the Non-Debtor Actions constitute litigation between non- debtor parties. The focus of the litigation is on the liability, if any, of non-debtor defendants, Turchi and Turchi, Inc., to the non-debtor plaintiffs. Accordingly, Judge Raslavich said the Non- Debtor Actions should be equitably remanded so that they can proceed in the State Court where they belong. As to the Debtor Action against Hunter Roberts, Judge Raslavich noted that -- in a document which Carriage House filed with the Court and distributed to its creditors -- Carriage House stated its intention not to pursue this litigation. Moreover, the Chapter 7 Trustee, who was appointed in the bankruptcy case of 23S23 in April 2010, has not taken any independent action to further this litigation or to advise the Court regarding the status of 23S23's bankruptcy case. Accordingly, Judge Raslavich said he will schedule a show cause hearing in the Chapter 7 bankruptcy case of 23S23 to determine whether there is any basis for keeping the Chapter 7 bankruptcy case open. A copy of Judge Raslavich's ruling is available at http://is.gd/7fbHp7from Leagle.com. About Carriage House Carriage House Condominiums LP owns a parking garage located at 23 South 23rd Street in Philadelphia that it's converting into condominiums. 23S23 Construction, Inc., is the general contractor for the job. Both companies are names in various state court lawsuits brought by various subcontractors. Carriage House and 23S23 in turn, have sued Hunter Roberts, a general contractor on the job, as a third party defendant. Carriage House Condominiums LP and 23S23 Construction, Inc., sought chapter 11 protection (Bankr. E.D. Pa. Case Nos. 09-12647 and 09-12652) on April 9, 2009, represented by lawyers at Spector Gadon Rosen in Philadelphia, and estimating their assets and debts at $1 million to $10 million. Carriage House's lawyers may be reached at: Leslie Beth Baskin, Esq. Daniel J. Dugan, Esq. SPECTOR GADON & ROSEN Seven Penn Center-7th Floor 1635 Market Street Philadelphia, PA 19103 Tel: 215-241-8926 Fax: 215-531-9145 E-mail: lbaskin@lawsgr.com ddugan@lawsgr.com On April 27, 2010, the Court converted 23S23's case to a case under Chapter 7. The Chapter 7 Trustee for 23S23 Construction is: Gary F. Seitz, Esq. RAWLE & HENDERSON LLP 1339 Chestnut Street One South Penn Square The Widener Building, 16th Floor Philadelphia, PA 19107 Tel: (215) 575-4330 Fax: (215) 563-2583 E-mail: gseitz@rawle.com On June 22, 2010, the Court confirmed a Third Amended Plan filed solely on behalf of Carriage House. CANBERRA HOLDINGS: S&P Withdraws Preliminary 'B' CCR ---------------------------------------------------- Standard & Poor's Ratings Services withdrew its preliminary 'B' corporate credit rating on Phoenix, Ariz.-based Canberra Holdings II Corp., as well as its preliminary 'B' issue rating and preliminary '4' recovery rating on its previously proposed $215 million senior secured credit facilities, at the issuer's request. "The company did not pursue the financing that was the basis for our assignment of preliminary ratings on March 23, 2011," according to S&P. CENTURA LAND: Court Approves Quilling Selander as General Counsel ----------------------------------------------------------------- The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Centura Land Corporation to employ Quilling, Selander, Lownds, Winslett & Moser, P.C., as its general counsel. As reported in the Troubled Company Reporter on May 26, 2011, Quilling Selander is expected to, among other things: (a) furnish legal advice to the Debtor with regard to its powers, duties and responsibilities as a debtor-in- possession and the continued management of its affairs and assets under chapter 11; (b) prepare, for and on behalf of the Debtor, all necessary applications, motions, answers, orders, reports and other legal papers; and (c) prepare a disclosure statement and plan of reorganization and other services incident thereto; The hourly rates of QSLWM's personnel are: Personnel Hourly Rate --------- ----------- Shareholders $275 - $400 Associates $150 - $275 Paralegals $50 - $105 About Centura Land Corporation Plano, Texas-based Centura Land Corporation, fka IORI Centura, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 11-41041) on April 1, 2011. The Debtor disclosed $13,000,000 in assets and $8,197,687 in liabilities as of the Chapter 11 filing. CENTURION PROPERTIES: Wants Access to GECC Cash Until Sept. 30 -------------------------------------------------------------- Centurion Properties III LLC asks the U.S. Bankruptcy Court for the District of Washington for authorization to continue using cash collateral of its pre-bankruptcy lender General Electric Capital Corporation for the period of July 1, 2011, through Sept. 30, 2011, pursuant to a projected budget for the next 90 days and consistent with the terms of prior stipulated orders. Under the prior orders, GECC receives adequate protection payments of $330,000 per month. The Debtor is current on such payments. A copy of the Fourth Cash Collateral Motion is available at: http://bankrupt.com/misc/centurion.4thcashcollateralmotion.pdf The Bankruptcy Court has already signed three stipulations providing the Debtor access to cash collateral through June 30, 2011. As with the prior stipulations, as adequate protection of GECC's interest in the property securing its prepetition secured claims, Debtor is required to pay $330,000 to GECC on or before the first day of each month. GECC is also granted a first priority perfected security interest and lien on all property constituting "mortgaged property," and will be entitled to rights afforded by Section 507(b) of the Bankruptcy Code. About Centurion Properties Kennewick, Washington-based Centurion Properties III, LLC, was established in 2006 for the sole purpose of acquiring, owning, operating and managing the real estate project known as the Battelle Leaseholds located in Richland, Washington. Its sole asset is its leasehold interests in the Battelle Memorial Institute Campus and improvements, valued in excess of $90 million. CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No. 10-04024) on July 9, 2010. John D. Munding, Esq., at Crumb & Munding, in Spokane, Washington, assists the Company in its restructuring effort. In its schedules, the Debtor disclosed $98,907,255 in assets and $115,334,775 in liabilities as of the Petition Date. The United States Trustee was unable to appoint a creditors committee in the case. CHIQUITA BRANDS: Commences Refinancing of 8 7/8% Senior Notes ------------------------------------------------------------- Chiquita Brands International, Inc. commenced a refinancing of a portion of its existing indebtedness, including its 8 7/8% Senior Notes due 2015 and existing Senior Credit Facility. As part of the refinancing, the company has commenced a cash tender offer (the "Offer") for $100 million of approximately $177 million outstanding aggregate principal amount of its 8 7/8% Senior Notes due 2015 (CUSIP No. 170032AS5). The terms of the Offer are described in the Offer to Purchase, dated June 27, 2011, and a related Letter of Transmittal, which are being sent to holders of Notes. The Offer is being conducted in connection with the company's efforts to enter into a new senior credit facility which is expected provide for a new $250 million term loan and a $150 million revolving credit facility to replace its existing revolving line of credit. The net proceeds from the new term loan will be used to refinance the approximately $155 million that will then be outstanding under the company's current term loan and to fund, together with available cash, the purchase of the tendered Notes that are accepted for purchase pursuant to the Offer. Holders must validly tender and not validly withdraw their Notes prior to the early tender deadline of 5:00 p.m., New York City time, on July 11, 2011, unless extended (the "Early Tender Deadline"), in order to be eligible to receive the "Total Consideration." The Total Consideration will equal $1,033.33 per $1,000 principal amount of Notes, which includes an early tender payment of $10 per $1,000 principal amount of Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for the Notes. The Offer expires at 8:00 a.m., New York City time, on July 26, 2011 unless extended (the "Expiration Date"). Holders who validly tender their Notes after the Early Tender Deadline but on or prior to the Expiration Date shall be eligible to receive the "Tender Offer Consideration" equal to $1,023.33 per $1,000 principal amount of Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for the Notes. Holders of Notes tendered after the Early Tender Deadline will not be eligible to receive the early tender payment. The Early Tender Deadline and the Expiration Date may be extended, and the company may withdraw or not complete the Offer. Except in certain circumstances, Notes tendered may not be withdrawn after 5:00 p.m., New York City time, on July 11, 2011. The aggregate principal amount of Notes purchased in the Offer will be subject to proration and other terms set forth in the Offer to Purchase. If the aggregate principal amount of Notes tendered exceeds $100 million, the sum of each holder's validly tendered Notes accepted for purchase will be determined by multiplying each holder's tender by the proration factor, and rounding the product to the nearest $1,000. The proration factor will be determined by the company as soon as practicable after the Expiration Date and announced by press release or other permitted means. The Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, the receipt by the company of net proceeds from one or more debt financings, which may include the new senior secured credit facility, that together with $12 million of available cash are sufficient to pay the total consideration (including the early tender payment) for the tender of at least $100 million aggregate principal amount of Notes plus estimated fees and expenses relating to the Offer. The company's obligations to accept any Notes tendered and to pay the consideration for them are set forth solely in the Offer to Purchase and the Letter of Transmittal. There can be no assurance that the company will consummate one or more new debt financings or that the proceeds therefrom, when combined with the company's other available funds, will be sufficient to pay the total consideration in connection with the Offer. About Chiquita Brands Chiquita Brands International, Inc. -- http://www.chiquita.com/-- is markets and distributes fresh and value-added food products -- from bananas and other fruits to nutritious blends of green salads. The company markets its products under the Chiquita(R) and Fresh Express(R) premium brands and other related trademarks. The company has annual revenues of nearly US$4 billion, and employs roughly 23,000 people. The company's principal subsidiaries are: Chiquita Brands, Inc.; Chiquita Brands Company, North America; Chiquita Citrus Packers, Inc. (80%); Chiquita Frupac Inc.; Solar Aquafarms, Inc.; Compania Mundimar, S.A. (Costa Rica); Dunand et Compagnie des Bananas, S.A. (France; 94%); United Brands Japan, Ltd. (95%); Chiquita Banana Company B.V. (Netherlands). * * * As reported in the Troubled Company Reporter-Latin America on March 22, 2010, Moody's Investors Service upgraded the corporate family rating of Chiquita Brands International, Inc., to B2 from B3. At the same time, Moody's upgraded the ratings on Chiquita's senior unsecured notes to Caa1 from Caa2 and the ratings on the senior secured credit facility of Chiquita Brands LLC, a wholly owned operating subsidiary of Chiquita, to Ba2 from Ba3. The ratings outlook is stable. CHRISTIAN BROTHERS: Taps Broker for Rice High School Property ------------------------------------------------------------- The Christian Brothers' Institute seeks permission from Honorable Robert D. Drain of the United States Bankruptcy Court for the Southern District of New York to retain Newmark & Company Real Estate, Inc. d/b/a Newmark Knight Frank, as its exclusive real estate broker with respect to the marketing and sale of real property located at 74 W. 124th Street, New York. The Property is currently used as a Catholic high school (Rice High School) and has approximately 400 students. Recently, Rice High School announced that it would be closing at the end of this school year. Newmark has advised the Debtor that: (a) Newmark is a "disinterested person" within the meaning of 11 U.S.C. Sec. 101(14), (b) Newmark's officers, directors, shareholders and employees have no connection with the Debtor, its creditors or any other interested party, and (c) Newmark neither holds nor represents an interest adverse to the Debtor's estate in the matters upon it is to be engaged Under the Agreement, in the event Newmark procures an acceptable, qualified buyer for the Property and the sale is approved by the Court pursuant to 11 U.S.C. Sec. 363, it will receive a commission equal to 3% of the total sale price of the Property. These rates are commensurate with the rates charged by other firms for comparable services with respect to real property of this nature. About Christian Brothers' Institute The Christian Brothers' Institute in New Rochelle, New York, is a domestic not-for-profit 501(c)(3) corporation organized under Sec. 102(a)(5) of the New York Not-for-Profit Corporation Law. CBI was formed to establish, conduct and support Catholic elementary and secondary schools principally throughout New York State. The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is a domestic not-for-profit 501(c)(3) corporation organized under the Not-for-Profit Corporation Law of the State of Illinois. CBOI was formed to establish, conduct and support Catholic elementary and secondary schools principally throughout the State of Illinois, as well as other spiritual and temporal affairs of the former Brother Rice Province of the Congregation of Christian Brothers. CBI and CBOI depend upon grants and donations to fund a portion of their operating expenses. The Christian Brothers' Institute and The Christian Brothers of Ireland filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011. Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves as the Debtors' bankruptcy counsel. CBI estimated its assets at $50 million to $100 million and debts at $1 million to $10 million. CBOI estimated its assets at $500,000 to $1 million and debts at $1 million to $10 million. CIT GROUP: Sues Tyco Over $794 Million Tax Benefits Dispute ----------------------------------------------------------- Pete Brush at Bankruptcy Law360 reports that reorganized business lender CIT Group Inc. sued former parent Tyco International Ltd. in a New York bankruptcy court on Wednesday in a lingering dispute over $794 million in tax benefits, the first hiccup in a remarkably smooth bankruptcy. About CIT Group Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/ -- is a bank holding company with more than $35 billion in finance and leasing assets. It provides financing and leasing capital to its more than one million small business and middle market clients and their customers across more than 30 industries. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on Nov. 1, 2009 (Bankr. S.D.N.Y. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting served as the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel in connection with the restructuring plan. Sullivan & Cromwell served as legal advisor to CIT's Board of Directors. CIT emerged from bankruptcy protection on Dec. 11, 2009, after receiving confirmation of its prepackaged Chapter 11 plan of reorganization. * * * In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s Corporate Family Rating to 'B2' from 'B3'. The rating outlook is stable. The upgrade reflects the progress CIT has made addressing its most immediate organizational, operational, and financial challenges subsequent to its bankruptcy reorganization in December 2009. Moody's, however, notes that CIT's weak margins and uncertainty regarding the pace and adequacy of future margin improvements are constraints on the firm's ratings. By repaying and refinancing high-cost debt, CIT has reduced its cost of funds and improved its net finance margin, adjusted to exclude accretion income associated with fresh-start accounting (FSA) and other distortions such as debt prepayment expense. However, CIT's pre- tax margins are well below pre-crisis levels, a function of high funding costs and elevated, though declining credit costs. CLAIM JUMPER: Court to Consider More Plan Exclusivity on Aug. 3 --------------------------------------------------------------- As reported in the TCR on June 13, 2011, the remnant of Claim Jumper Restaurants LLC said it can't confirm the liquidating Chapter 11 plan filed in March because of a dispute between the official creditors' committee and the subordinated noteholder, Black Canyon Capital LLC. To accommodate mediation set to take place June 29, Claim Jumper asked the bankruptcy judge to extend the exclusive right to propose a plan for 3-1/2 months to Sept. 30. The mediation is to deal with the question of whether the subordinated debt holder should be entitled to participate in the trust for unsecured creditors. The hearing date is scheduled for Aug. 3, 2011, at 10:00 a.m. (prevailing Eastern Time). The objection deadline is June 27, 2011, at 4:00 p.m. (prevailing Eastern time). About Claim Jumper Irvine, California-based Claim Jumper Restaurants, LLC -- http://www.claimjumper.com/-- operated a chain of casual dining restaurants. It was founded in 1977. It had locations in Arizona, California, Colorado, Illinois, Nevada, Oregon, Washington, and Wisconsin. Claim Jumper filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-12819) on Sept. 10, 2010. The Debtor estimated its assets at $50 million to $100 million and debts at $100 million to $500 million as of the Petition Date. The Debtor's affiliate, Claim Jumper Management, LLC, filed a separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820). Curtis A. Hehn, Esq., and James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., are the Debtors' local counsel. Attorneys at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, Calif., are the Debtors' general bankruptcy counsel. Piper Jaffray & Co. is the Debtors' financial advisors and investment bankers. Kurtzman Carson Consultants LLC is the Debtors' notice, claims and solicitation agent. The Creditors Committee has selected Klehr Harrison Harvey Branzburg LLP, in Wilmington, Del. as counsel. In December 2010, Claim Jumper completed the sale its business to Landry's Restaurants Inc., in a transaction valued at $76.6 million. Landry's outbid the offer of holders of mezzanine debt with a winning bid that included $48.3 million cash, the assumption of $23.3 million in debt, and $5 million cash to collateralize existing letters of credit. The Debtor changed its name to Goldcoast Liquidating LLC following the sale. COATES INT'L: Says Black Swan in Breach of Commitment Letter ------------------------------------------------------------ Coates International, Ltd., on May 3, 2011, received a firm commitment letter from Black Swan Capital Group, Inc., for a proposed term loan of $10 million. In that regard, Black Swan executed the binding Commitment Letter with respect to the Loan, and agreed to provide the Company with a two-year, $10 million secured loan at a 10% annual rate of interest. Black Swan informed the Company that it had already completed its due diligence on the Company and had obtained approval for the funding from its Investment Committee or its Investors at the time it agreed to provide the Loan. On June 23, 2011, the Company determined that the likelihood of success of obtaining the Loan from Black Swan, even if further efforts were made to amicably pursue specific performance of Black Swan's binding commitment to provide $10 million of funding, was remote. The Company intends to pursue all legal remedies and courses of action available to it in view of management's opinion that Black Swan was in breach of its Commitment Letter to provide the Loan. The Company is currently working on a number of other sources for funding its operations including among others, establishing a $20 million equity line of credit with Dutchess Opportunity Fund II, LP. On June 6, 2011, the Company entered into an investment agreement with Dutchess. However, no assurance can be given that such additional sources of funding will be available or that the terms offered by such sources will be acceptable to the Company. About Coates International Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on August 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. The Company reported a net loss of $1.05 million on $159,000 of sales for the year ended Dec. 31, 2010, compared with a net loss of $806,756 on $0 of sales during the prior year. The Company's balance sheet at March 31, 2011, showed $2.94 million in total assets, $4.04 million in total liabilities, and a $1.10 million in total stockholders' deficiency. Meyler & Company, LLC, in Middletown, New Jersey, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company continues to have negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. COMPOSITE TECHNOLOGY: Cash Use Requires Sale Motion Next Month -------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Composite Technology Corporation, to use cash collateral until the approval of procedures for the sale of its assets. If the Debtors do not timely file a motion to sell substantially all assets on or before July 14, 2011, a hearing will be held on July 21, 2011 at 10:00 a.m. to consider the Debtors' continued use of cash collateral. The Debtors would use the cash collateral of Partners For Growth II, LP, to pay their ordinary course postpetition expenses. 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. COUNTRYVIEW MHC: Plan Exclusivity Expires July 29 ------------------------------------------------- The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois extended until July 29, 2011, Countryview MHC Limited Partnership's exclusive period to solicit acceptances for the proposed chapter 11 plan. As reported in the Troubled Company Reporter on May 9, the Debtor has filed a plan that provides for distributions to the holders of allowed claims from funds realized from the continued operation of the Debtor's business as well as from existing cash deposits and cash resources of the Debtor. To the extent necessary, the payment to Bank of America, as successor by merger to LaSalle Bank National Association, in its capacity as trustee for the registered holders of LB-UBS Commercial Mortgage Trust 2006-C4, Commercial Mortgage Pass-Through Certificate, Series 2006-C4, as required by the Plan, may be paid from the proceeds of the refinancing of the underlying mortgage indebtedness due to Lender or from the sale of a manufactured home community owned by the Debtor, consisting of approximately 275 sites, situated on approximately 59.02 acres, located at 1199 Hospital Road, Franklin, Indiana. Under the Plan, administrative claims are unimpaired. Tax claims will be paid in full, in cash inclusive of interest at the applicable statutory interest rate on the Effective Date. Unsecured claims will accrue interest at an annual rate of 5.66% and will be paid interest only on a monthly basis for five years computed on actual days/360 day year. Monthly principal and interest payments commence in year six based on a 5.66% annual interest rate and an eight year amortization schedule with a final balloon payment of approximately $25,331 due the last day of the 11th year. With regard to Richard J. Klarchek's claim amounting $13,103,921, no payments will be made on that claim until all other creditors are paid in full pursuant to the terms of the Plan. The Debtor's general partner, Countryview MHC Corp., which holds a 1% interest and the Debtor's limited partner, The Klarcheck Family Trust, which holds a 99% Interest are the holders of the Allowed Class 6 Interests. Under the Plan, they will retain their equity interests in the Debtor after Confirmation of the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/CountryviewMHC_DS.pdf About Countryview MHC Countryview MHC Limited Partnership is an Illinois limited partnership that owns a manufactured home community, consisting of approximately 275 sites, situated in Franklin, Indiana. It filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-52722) on Nov. 29, 2010. Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. COYOTES HOCKEY: Glendale, NHL in Talks With 3 Possible Buyers ------------------------------------------------------------- Mike Sunnucks at the Phoenix Business Journal reports that the city of Glendale and National Hockey League now are talking to three potential ownership groups about purchasing the Phoenix Coyotes hockey team. According to the report, two sources familiar with the Coyotes deal confirm there are three groups in the mix to buy the team. It marks the latest twist in a more than two-year ownership saga that's features a Chapter 11 bankruptcy filing, on-and-off bids to keep the team in Arizona as well as efforts to relocate the team to Canada. Business Journal says Chicago finance executive Matthew Hulsizer, Chicago Bulls and White Sox owner Jerry Reinsdorf and an unnamed group with some professional sports experience are in the mix to buy the Coyotes, which have been owned by the NHL since 2009 when the league bought the team out of Chapter 11 bankruptcy for $140 million. The report relates that it's not clear how serious the talks are with the three groups. The city and NHL also are trying to rework the parameters of a deal with potential owners who will keep the team in Arizona. A reworked deal will be worked on this summer with the city, NHL and potential owner trying to forge a purchase in the fall even though Glendale has no set time line. The city tried to work about $197 million deal for the team with Huslizer involving city bonds and management fees to operate Jobing.com Arena. But that ran into legal opposition from the Goldwater Institute, which chilled bond investors' interest in financing the Coyotes-Hulsizer deal, notes Business Journal. A new deal could involve lower proposed city bond levels to help avoid a lawsuit challenging the deals from the Goldwater Institute as well as changes to the NHL's assumed $170 million asking price and how much cash a potential owner is putting towards the sale. The city of Glendale has also approved $50 million to cover the Coyotes losses and arena management expenses for the 2010-11 and 2011-12 seasons. The NHL has received $25 million of that allotment. That money might also put towards a final sale of the team. Business Journal says the Glendale money to the NHL helped keep the Coyotes from being sold and moved to Winnipeg. Instead, it was the Atlanta Thrashers who were sold and moved to Winnipeg where the Coyotes relocated from in 1996. There are still a less immediate possibilities of the Coyotes being bought and moved to Quebec City or Seattle if a deal can't get done in Glendale. About Coyotes Hockey Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of the Phoenix Coyotes National Hockey League team -- filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on May 5, 2009. The Debtors are represented by Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate their assets and liabilities are between $100 million and $500 million. In the third quarter of 2009, Judge Redfield T. Baum approved the sale of the Phoenix Coyotes to the National Hockey League, which had bought the team to quash a plan by bidder Jim Balsillie's to move the team to Ontario, Canada. Coyotes was sent to Chapter 11 to effectuate a sale by owner Jerry Moyes to Mr. Balsillie. CROWN MEDIA: Fourteen Directors Elected at Annual Meeting --------------------------------------------------------- The annual meeting of stockholders of Crown Media Holdings, Inc., was held on June 22, 2011. All nominees were elected as directors, namely: (1) William J. Abbott; (2) Dwight Arn; (3) Robert C. Bloss; (4) William Cella; (5) Glenn Curtis; (6) Steve Doyal; (7) Brian E. Gardner; (8) Herbert Granath; (9) Donald J. Hall, Jr.; (10) Irvine O. Hockaday, Jr.; (11) A. Drue Jennings; (12) Brad Moore; (13) Peter A. Lund; and (14) Deanne Stedem. The Chief Executive Officer's and other Executive Officers' performance-based compensation was approved. The advisory vote regarding the compensation for the Company's Named Executive Officers was approved. The stockholders elected to advise the Company to seek an advisory vote every three years. About Crown Media Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ: CRWN) -- http://www.hallmarkchannel.com/-- owns and operates cable television channels dedicated to high quality, broad appeal, entertainment programming. The Company currently operates and distributes Hallmark Channel in both high definition (HD) and standard definition (SD) to 90 million subscribers in the U.S. Crown Media also operates a second 24-hour linear channel, Hallmark Movie Channel, available in both HD and SD, which focuses on family-friendly movies with a mix of classic theatrical films, presentations from the acclaimed Hallmark Hall of Fame library, original Hallmark Channel movies and special events. The Company's balance sheet at March 31, 2011, showed $736.97 million in total assets, $636.17 million in total liabilities, $199.73 million in redeemable preferred stock, and a $98.93 million total stockholders' deficit. Going Concern KPMG LLP, in Denver, the Company's independent registered public accounting firm, rendered a going concern opinion in connection with the financial statements included in the Company's annual report on form 10-k for the year ended Dec. 31, 2009. The independent auditors noted of the Company's significant short-term debt obligations. KPMG LLP, however, did not issue a going concern opinion in its report on the Company's 2010 financial statements. DAIRY PRODUCTION: Has Until Aug. 25 to Use Cash Collateral ---------------------------------------------------------- Judge James D. Walker, Jr., of the U.S. Bankruptcy Court for the Middle District of Georgia, Albany Division, authorized Dairy Production Systems - Georgia, LLC, and its debtor affiliates to continue, until August 25, 2011, to use cash collateral, including collections from accounts receivables and other cash and income generated from the operation of the Debtors' businesses. The cash collateral use is in accordance with a budget. Agricultural Funding Solutions, LLC, the Debtors' lender, is granted adequate protection of its interest in the Cash Collateral, including a first priority lien on all postpetition property of the Debtors, a first priority lien on all prepetition property and assets belonging to the Debtors and which property and assets were not subject to valid and enforceable liens or security interests on the Petition Date, and a super-priority administrative claim. As further additional adequate protection, the Debtors will not, without the express approval of AFS, pay any expenses not specifically identified in the cash collateral budgets. A full-text copy of the Cash Collateral Order and Budgets is available for free at http://ResearchArchives.com/t/s?7652 About Dairy Production Baconton, Georgia-based Dairy Production Systems - Georgia LLC, dba Dairy Production Systems, was formed in November of 2008 and owns the operating assets acquired from Aurora Dairy - Georgia, LLC, exclusive of the real property owned by Aurora-Georgia. DPS Georgia owns approximately 3,490 head of cattle, along with equipment and dairy improvements located on a 1,065-acre farm leased from Aurora-Georgia. DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ga. Case No. 10-11752) on Oct. 7, 2010. Neil C. Gordon, Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's bankruptcy counsel. DPS Georgia disclosed assets of $6,178,324 and debts of $19,182,907 as of the Petition Date. Affiliates Dairy Production Systems - Mississippi, LLC (Bankr. M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr. M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga. Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga. Case No. 10-11756), filed separate Chapter 11 petitions. Dairy Production Systems, LLC, estimated its assets and debts at $10 million to $50 million at the Petition Date. The cases are jointly administered, with Dairy Production Systems - Georgia as lead case. Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP, in Macon, Ga., serve as the official committee of unsecured creditors' bankruptcy counsel. DESERT HOT: S&P Lowers Rating on Tax Allocation Bonds to 'B' ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its rating to 'B' from 'BB' on Desert Hot Springs Redevelopment Agency, Calif.'s merged project area series 2006 and 2008 tax allocation bonds. The outlook is stable. "The downgrade is due to our view of the additional assessed value decline in fiscal 2011 and anticipated shortfall in revenue for debt service after fiscal 2014, even after including recent debt restructuring and agency-identified unpledged revenue," said Standard & Poor's credit analyst Sussan Corson. Other factors affecting the rating include what S&P views as: * Significant assessed value (AV) declines in the MPA leading to inadequate 0.9x annual debt service coverage by pledged revenues in fiscal 2011 and inadequate coverage of 0.7x maximum annual debt service (MADS) in fiscal 2015. * The MPA's high volatility ratio of 0.37; and * Low income indicators and a limited city economy. "The stable outlook reflects our expectation that any further potential AV declines should remain much less significant than in fiscal 2010. The presence of a cash-funded debt service reserve at the reserve requirement also provides some liquidity for the agency to manage potential pledged tax increment revenue shortfalls for several years beyond 2014. Should MPA AV fail to stabilize and recover slightly in the next two years with the amendment of the project area, we could lower the rating further," S&P related. Securing the bonds are tax increment revenues from the agency's MPA net of the 20% of increment set aside for low- and moderate- income housing projects and senior pass-throughs. DOLE FOOD: Moody's Says 'Ba2' Rating Not Affected by Recall ----------------------------------------------------------- Moody's said that Dole's precautionary recall of approximately 3,000 cases of salad has no ratings impact and is not expected to materially affect results. The recall was prompted by the identification of a single instance in one package of Dole Italian Blend salad that tested positive for Listeria monocytogenes in a random sample test. Listeria monocytogenes is a bacterium that can cause foodborne illness when consumed in contaminated food. No illnesses have been reported in association with the recall and the packages involved are already past their Use-by-Date of June 19,2011. The company has not identified the presence of any contamination in their facilities. While recalls can be costly and can negatively affect a company's reputation and consumer confidence, the relatively limited scope of this recall should limit Dole's downside in this case, and Moody's believes that the company acted responsibly in its prompt precautionary response to the situation. Dole's B1 corporate family rating incorporates the company's earnings and cash flow volatility from its exposure to commodity markets as well as the impact of such uncontrollable factors as weather or political regulations on key products. Nonetheless, Dole enjoys a leadership position in its industry segment and has good geographic diversity. Credit metrics, which had been strengthening from improved profit margins and debt reductions as a result of the sale of non-core assets as well as the IPO, softened recently due to weak performance in the latter part of 2010, but Moody's expects improving ratios in 2011. The principal methodology used in rating Dole was Moody's Global Natural Products Processors -- Protein and Agriculture published in September 2009 and available on www.moodys.com in the Rating Methodologies sub-directory under the Research & Ratings tab. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Rating Methodologies sub-directory on Moody's website. The last rating action for Dole was on June 22, when Moody's assigned Ba2 ratings to the company's new senior secured bank facilities. Headquartered in Westlake Village, California, Dole Food Company, Inc. is the world's leading producer of fresh fruit and fresh vegetables, with an expanding line of value-added products. Sales for the latest twelve months ending 3/2011 were approximately $7.0 billion. DOWNSTREAM DEVELOPMENT: S&P Raises Issuer Credit Rating to 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services raised its issuer credit rating on Downstream Development Authority to 'B', from 'B-' and removed the rating from CreditWatch, where it was placed on June 9, 2011. The rating outlook is stable. "At the same time, we assigned our final 'B' issue-level rating to the Authority's $295 million senior secured notes due 2019," S&P said. "We raised the rating following our review of the final terms of the Authority's new senior secured notes, and because of our expectation that the Downstream Casino Resort will continue to generate sufficient EBITDA to cover fixed charges, albeit by a thin margin. We view the refinancing transaction as essentially neutral to the credit risk of the Authority. Leverage, pro forma for the financing transaction, increases around 0.5x, excess cash balances will decline, and minimum distributions to the Quapaw Tribe of Oklahoma will increase to $10 million from about $6 million. Notwithstanding these facts, fixed charges over the intermediate term are expected to remain essentially flat (at just over $50 million), given slightly lower cash interest expense under the new notes," S&P related. "We expect net revenue and EBITDA to grow in the low-single-digit percentage area in fiscal 2011 (the Authority's fiscal year ends Sept. 30). In 2012, we are currently forecasting flat to slight growth in net revenue and EBITDA. This expectation takes into consideration our economists' current forecast for moderate growth in consumer spending of 2.6% and 2.4% in calendar 2011 and 2012, as well as our belief that Downstream's competitive environment will not change meaningfully over the intermediate term," said Standard & Poor's credit analyst Ariel Silverberg. "While our performance expectations would result in an ability to fully fund fixed charges over the intermediate term, the cushion is minimal. Therefore, in the event the Authority were to experience an EBITDA decline of 5% or more, the 'B' rating could face downward pressure." DRYSHIPS INC: Ocean Rig to Construct 7th Generation Drillship ------------------------------------------------------------- DryShips Inc. announced that its majority owned subsidiary, Ocean Rig UDW Inc., exercised its third newbuilding option to construct a 7th Generation Ultra Deepwater Drillship at Samsung Heavy Industries. This 7th generation drillship is a sister ship to the two previously-exercised options in April 2011. The higher specifications of these ships include: * capability to drill in 12,000 feet of water depth; * a seven ram BOP; * a dual mud system; * enhanced riser handling and storage system; and * ballast water treatment system. Total yard cost of this drillship is approximately $608 million, out of which a total amount of about $242 million has already been paid to the yard from cash on hand. The remaining amount of approximately $366 million is payable upon delivery currently scheduled for November 2013. George Economou, Chairman and CEO commented: "The demand for ultradeepwater drilling units is strengthening every day and we see substantial growth in the next several years from across the globe. By exercising our third option for delivery in 2013 we are in a unique position to take advantage of the positive market fundamentals. The attractive price and payment terms allows us sufficient time to increase the backlog and arrange financing on attractive terms. We are truly in the midst of a new and exciting phase for Ocean Rig UDW Inc. With financing in place, our strong balance sheet, the contract backlog of $2 billion on our existing fleet and our sizable free cash position today, OCR UDW is well positioned to become the leading international drilling contractor of choice." 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. In its audit report on the Company's financial statements for the year ended Dec. 31, 2010, 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. The Company's balance sheet at March 31, 2011, showed US$6.99 million in total assets, US$3.04 million in total liabilities and US$3.94 million total equity. DSI HOLDINGS: DEB Shops Wants Quick Sale in Chapter 11 ------------------------------------------------------ DSI Holdings Inc. and 54 affiliates, including Deb Shops, Inc., on Sunday sought bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11941), to sell all assets under 11 U.S.C. Sec. 363. Founded in 1932, DEB Shops has 318 stores in the junior "fast fashion" retail market. DEB stores offer moderately priced coordinated women's sportswear, dresses and shoes for fashion conscious junior and plus size females between the ages of 13 and 25. The stores are located in regional malls and strip shopping centers in 44 states. DEB has 880 full-time and 2,314 part-time employees. Barry J. Susson, chief financial officer, said in a court filing, says that the first lien lenders have signed a deal to be the stalking horse bidder at an auction for the assets. The first lien lenders, owed $142 million, will submit a credit bid of at least $75 million of its claims. The Debtors also owe $58.6 million on a second lien debt, and $28.9 million under a mezzanine credit agreement. As of April 30, 2011, the Debtors' unaudited financial statements reflected assets totaling $124.4 million and liabilities totaling $270.1 million. Revenue was $297.2 million in 12 months ended April 30, 2011. Mr. Susson said that beginning in late 2008, the United States began experiencing a highly challenging retail environment. As a result, in the fourth quarter of fiscal year ended January 31, 2009, DEB began to experience a deterioration of operating performance. The poor operating performance lead to debt covenant violations as of Jan. 31, 2009. Mr. Susson added that DEB would not survive a protracted chapter 11 process because its relationship with its vendors is fragile. Once it became clear than an uncontested prepackaged chapter 11 process was unlikely, DEB determined that a sale of its assets was the best course of action. The first lien lenders have agreed to provide $21.7 million of financing to fund the Chapter 11 case pending the sale. Up to $15 million will be made available upon interim approval of the loan. The Debtors intend to pay $6.33 million in prepetition claims of critical vendors in order to obtain a continuos supply of goods for its stores. The credit bid agreement with the lenders require approval of the bid procedures by July 25, 2011, approval of the sale to the highest bidder by Oct. 4, 2011, and closing 21 days after entry of the sale order. DSI HOLDINGS: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: DSI Holdings, Inc. aka DSI Holdings, LLC 9401Blue Grass Road Philadelphia, PA 19114 Bankruptcy Case No.: 11-11941 Fifty-five affiliates that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- Deb Shops, Inc. 11-11942 Deb of Indiana, Inc. 11-11943 D.B. Interest, Inc. 11-11944 Deb of Kansas, Inc. 11-11945 D.B. Know, Inc. 11-11946 Deb of Kentucky, Inc. 11-11947 Deb of Maine, Inc. 11-11948 Deb E-Commerce, Inc. 11-11949 Deb of Massachusetts, Inc. 11-11950 Deb Fashions of Florida, Inc. 11-11951 Deb of Michigan, Inc. 11-11952 Deb of Arkansas, Inc. 11-11953 Deb of Montana, Inc. 11-11954 Deb of Nebraska, Inc. 11-11955 Deb of California, Inc. 11-11956 Deb of New Hampshire, Inc. 11-11957 Deb of Colorado, Inc. 11-11958 Deb of New Jersey, Inc. 11-11959 Deb of Connecticut, Inc. 11-11960 Deb of New Mexico, Inc. 11-11961 Deb of New York, Inc. 11-11962 Deb of Delaware, Inc. 11-11963 Deb of West Virginia, Inc. 11-11964 Deb of Illinois, Inc. 11-11965 Deb of Wisconsin, Inc. 11-11966 Deb of North Dakota, Inc. 11-11967 Deb of Wyoming, Inc. 11-11968 Deb of Oregon, Inc. 11-11969 Deb Shops, Inc. 11-11970 Deb Shops of Alabama, Inc. 11-11971 Deb of Pennsylvania, Inc. 11-11972 Deb Shops of Arizona, Inc. 11-11973 Deb of Rhode Island, Inc. 11-11974 Deb Shops of Georgia, Inc. 11-11975 Deb of South Carolina, Inc. 11-11976 Deb Shops of Idaho, Inc. 11-11977 Deb of South Dakota, Inc. 11-11978 Deb Shops of Iowa, Inc. 11-11979 Deb of Tennessee, Inc. 11-11980 Deb Shops of Louisiana, Inc. 11-11981 Deb Shops of Maryland, Inc. 11-11982 Deb of Texas, Inc. 11-11983 Deb Shops of Minnesota, Inc. 11-11984 Deb of Utah, Inc. 11-11985 Deb of Vermont, Inc. 11-11986 Deb Shops of North Carolina, Inc. 11-11987 Deb of Virginia, Inc. 11-11988 Deb Shops of Oklahoma, Inc. 11-11989 Tops N Bottoms of New York, Inc. 11-11990 Deb of Washington, Inc. 11-11991 D.B. Royalty, Inc. 11-11992 Deb Shops of Missouri, Inc. 11-11993 Deb Shops of Ohio, Inc. 11-11994 Joy Shops, Inc. 11-11995 Joy Shops, Inc. 11-11996 Chapter 11 Petition Date: June 26, 2011 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Michael F. Walsh, Esq. Stephen A. Youngman, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 http://www.weil.com Debtors' Co-Counsel: Mark D. Collins, Esq. Jason M. Madron, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: collins@rlf.com madron@rlf.com Debtor's Claims and Notice Agent: KURTZMAN CARSON CONSULTANTS, LLC Total Assets: $124.4 million as of April 30, 2011 Total Debts: $270.1 million as of April 30, 2011 The petitions were signed by Barry J. Susson, assistant treasurer. List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ HBK Capital Management Loan $28,875,941 2102 Cedar Springs Road, Suite 700 Dallas, TX 75201 UPS Trade Debt $180,000 P.O. Box 7247-0244 Philadelphia, PA 19170-0001 Finesse Lady's Apparel Trade Debt $170,906 1025 S. Stanford Avenue Los Angeles, CA 90021 Goodman Factors Trade Debt $110,924 Belinda Trade Debt $101,053 S. Walter Packaging Group Trade Debt $69,634 Hana Financial, Inc. Trade Debt $58,680 Prime Business Credit Inc. Trade Debt $55,427 Crescendo Apparel, Inc. Trade Debt $51,553 Ambiance Apparel Trade Debt $50,983 Capital Factors, Inc. Trade Debt $41,223 Beauty Group LLC Trade Debt $39,384 Mint, Inc. Trade Debt $37,650 Scorpio Accessories Trade Debt $36,063 Tekmark Global Solutions LLC Trade Debt $34,000 Legend Footwear, Inc. Trade Debt $33,864 Enticing Lingerie, Inc. Trade Debt $32,778 SK Apparel Trade Debt $30,987 Golden West Footwear, Inc. Trade Debt $30,126 Cherry Stix Ltd. Trade Debt $27,529 XCENT Trade Debt $25,000 Sky Fashions, Inc. Trade Debt $21,366 Blue Cross Beauty Product Trade Debt $20,250 Galleria International IN Trade Debt $19,841 Orion Fashion Inc. Trade Debt $19,183 Pacific Logistics Corp. Trade Debt $19,000 Amici Accessories Ltd. Trade Debt $17,298 One Step Up Trade Debt $16,650 Mayland Inc. Trade Debt $15,418 Dynamic Express Trade Debt $15,000 DUKE AND KING: Files Liquidating Plan and Disclosure Statement -------------------------------------------------------------- Duke and King Acquisition Corp. and its debtor affiliates filed with the U.S. District Court for the District of Minnesota a joint Chapter 11 plan of liquidation and an accompanying disclosure statement on June 14, 2011. The Plan is co-proposed by the Official Committee of Unsecured Creditors. The primary objective of the Plan is to provide a mechanism for completing the liquidation of the Debtors' remaining assets, including investigating and filing any Causes of Action held by or in favor of the Debtors, administering certain Unencumbered Assets, reconciling and fixing the Claims asserted against the Debtors and distributing the net liquidation proceeds in conformity with the distribution scheme provided by the Bankruptcy Code. A substantial portion of Debtors' operating assets were sold to Cave Enterprises Operations, LLC; Crown Ventures Iowa, Inc.; Heartland Midwest, LLC; and Strategic Restaurants Acquisition Company II, LLC, pursuant to multiple Orders of the Bankruptcy Court issued on May 10, 2011. The Sales closed on May 26, 2011. Certain assets were excluded from the Sales, including but not limited to Cash, insurance recoveries, certain Causes of Action and other corporate-level assets. The Debtors have ceased operations as BURGER KING(R) franchisees and have continued to wind down their affairs. Because the Plan is a plan of liquidation, pursuant to Section 1141(d)(3) of the Bankruptcy Code, the Debtors will not receive a discharge, and will not engage in business after a final decree has been entered and their Chapter 11 cases have been closed. The Allowed Claims of general unsecured creditors will not be paid in full under the Plan due to insufficient funds from liquidation of the Debtors' assets. Under the Plan, the claims are classified and treated as follows: Class Description Treatment ----- ----------- --------- 1 Secured Claims Unimpaired. Each holder of an Allowed Secured Claim will receive, at the option of the Debtors: 1. The net proceeds of the sale of the property securing the Claim, up to the Allowed amount of the Claim; 2. Return of the property securing the Claim; or 3. Cash equal to the value of the property securing the Claim, up to the Allowed amount of the Claim. Est. Allowed Amount: $300,000 to $600,000 Est. Recovery: 100% 2 Other Priority Unimpaired. Each holder of an Claims Allowed Other Priority Claim will receive Cash in the amount of its Allowed Claim. Est. Allowed Amount: $5,000 to $20,000 Est. Recovery: 100% 3 General Unsecured Impaired. Each holder of an Claims Allowed General Unsecured Claim will receive a Pro Rata share of the net proceeds of the Liquidating Trust Assets after the payment of all Allowed Fee Claims, Administrative Claims, Priority Tax Claims, Other Priority Claims, and Secured Claims, and the payment of all costs and expenses of the Liquidating Trust. Est. Allowed Amount: $6,000,000 to $7,500,000 Est. Recovery: 18% to 31% 4 Interests in Impaired. No distributions will Debtors be made on account of Interests. A full-text copy of the Disclosure Statement is available for free at http://ResearchArchives.com/t/s?7653 Burnsville, Minnesota-based Duke and King Acquisition Corp., dba Burger King, was formed in November 2006, to acquire 88 Burger King franchise restaurants from the Nath Companies. Duke and King, together with affiliates, filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Lead Case No. 10-38652) on Dec. 4, 2010. Duke and King estimated its assets and debts at $10 million to $50 million. Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at Fredrikson & Byron, P.A., serve as the Debtors' bankruptcy counsel. Mastodon Ventures, Inc., acts as the Debtors' investment banker. Maslon Edelman Borman & Brand, LLP serves as local counsel and Aaron L. Hammer, Esq., and Richard S. Lauter, Esq., at Freeborn & Peters LLP, in Chicago, is the bankruptcy counsel to the Official Committee Of Unsecured Creditors. Mesirow Financial Consulting, LLC, serves as financial advisors of the Committee. EAST BAY: Chapter 11 Reorganization Case Dismissed -------------------------------------------------- The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the Northern District of California dismissed the Chapter 11 case of East Bay Associates LLC. As reported in the Troubled Company Reporter on May 12, 2011, August B. Landis, acting U.S. Trustee for Region 17, asked the Court to dismiss the Debtor's case. 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, 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 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: Can Continue Using Cash Collateral Until July 19 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of North Carolina granted East Coast Development II, LLC, permission to use cash collateral of BB&T, Ciena Capital, First Bank, Georgia Capital, and Wells Fargo Bank, for its post-petition, necessary and reasonable operating expenses, until July 19, 2011. Wells Fargo Bank, N.A., filed a protective objection to the Motion to Use Cash Collateral. A separate consent order that deals with this Objection will be entered on July 19, 2011. As reported in the TCR on April 21, 2011, Wells Fargo asked that (i) rents for its collateral be segregated; (ii) the Debtor make monthly adequate protection payments to Wells Fargo in the amount of not less than $20,000 per month; and (iii) a replacement lien on rents associated with Wells Fargo's collateral be granted to the extent and priority of Wells Fargo's lien on pre-petition rents. A further hearing on the Debtor's continued use of cash collateral will be conducted on July 19, 2011, at 11:30 a.m. 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. ECOPETROL SA: Fitch Upgrades Issuer Default Ratings From 'BB+' -------------------------------------------------------------- Fitch Ratings has upgraded Ecopetrol S.A.'s foreign and local currency Issuer Default Ratings to 'BBB-' and 'BBB', respectively, from 'BB+' and 'BBB-'. This rating action affects approximately US$1.5 billion of debt due 2019. The Rating Outlook is stable. This rating action follows the upgrade of Colombia's sovereign foreign and local currency ratings to 'BBB-' and 'BBB', respectively. Colombia's upgrade to investment grade is supported by its track record of prudent economic policies, demonstrated resilience to external and domestic shocks, as well as its strengthened external liquidity position. Moreover, the administration of President Santos has moved forward a reform agenda to strengthen the credibility and predictability of public finances and enhance the country's growth trajectory. Ecopetrol's ratings reflect its strong financial profile, improving production capacity and adequate reserve levels. Ecopetrol's growth strategy and associated capital investment are considered aggressive. The company is expected to maintain a financial and credit profile consistent with the assigned rating while it implements its growth strategy. The company's ratings also reflect the close linkage with the Republic of Colombia, which currently owns 89.9% of the company and appoints the majority of the board of director members according to established corporate governance policies. The ratings reflect the application of Fitch's current criteria and specifically include: -- 'Corporate Rating Methodology' Aug. 16, 2010; -- 'Evaluating Corporate Governance' Dec. 12, 2007; -- 'Liquidity Considerations for Corporate Issuers' June 12, 2007; -- 'Rating Oil and Gas Exploration and Production Companies' April 6, 2010. EL PRESIDIO: Case Summary & 18 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: El Presidio of Scottsdale, LLC 3703 Camino del Rio South, Suite 210 San Diego, CA 92108 Tel: (619) 282-0185 Bankruptcy Case No.: 11-10354 Chapter 11 Petition Date: June 23, 2011 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Matthew D. Rifat, Esq. LAW OFFICES OF MATTHEW D. RIFAT, LLP 3703 Camino Del Rio South, Suite 100B San Diego, CA 92108 Tel: (619) 282-0185 E-mail: matthew.rifat@gmail.com Scheduled Assets: $4,100,257 Scheduled Debts: $9,812,638 A list of the Company's 18 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/casb11-10354.pdf The petition was signed by David J. Smith, managing member. EMPIRE RESORTS: Announces Term Sheet with EPR and MSEG LLC ---------------------------------------------------------- Empire Resorts, Inc., along with the management teams of Entertainment Properties Trust and MSEG, LLC, reported that in furtherance of the exclusivity agreement that was announced on April 12, 2011, they have reached a Master Development Agreement Term Sheet for the joint development of the Companies' respective properties located in Sullivan County, NY. Empire owns and operates Monticello Casino and Raceway and EPR is the sole owner of Concord EPT, comprising 1,400 acres located at the site of the former Concord Resort. The Companies will continue to deal exclusively with each other until Oct. 11, 2011, as set forth in the previously announced exclusivity agreement. The Term Sheet sets forth the basis on which the Companies will work together to develop a comprehensive, integrated destination resort on the site of the former Concord Resort. The Term Sheet addresses the creation of a casino/entertainment facility and non- gaming amenities to complement the casino, which will offer Sullivan County additional tourism opportunities. About Entertainment Properties Trust Entertainment Properties Trust (NYSE: EPR) is a specialty real estate investment trust that invests in properties in select categories which require unique industry knowledge, while offering the potential for stable and attractive returns. The company's total assets exceed $2.9 billion and include megaplex movie theatres and adjacent retail, public charter schools and other destination recreational and specialty investments. For more information, please visit www.eprkc.com. About MSEG LLC MSEG LLC is a real estate development and management company which concentrates on properties in the sports, entertainment and hospitality industry. MSEG LLC has been selected by the City of Davenport as the developer of the new land based casino in Davenport, Iowa, MSEG LLC is also involved in the ownership and operation of the Lake Erie Crushers in Avon, Ohio. The Crushers are a professional minor league baseball team that plays in the Independent Frontier Baseball League. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Friedman LLP, after auditing the Company's financial statements for the year ended Dec. 31, 2010, expressed substantial doubt about the Company's ability to continue as a going concern. Friedman noted that the Company's ability to continue as a going concern depends on its ability to satisfy its indebtedness when due. In addition, the Company has continuing net losses and negative cash flows from operating activities. Empire Resorts reported a net loss of $17.57 million on $68.54 million of net revenues for the year ended Dec. 31, 2010, compared with a net loss of $10.57 million on $67.63 million of net revenues during the prior year. The Company's balance sheet at March 31, 2011, showed $47.50 million in total assets, $41.41 million in total liabilities, all current, and $6.09 million in total stockholders' equity. FGIC CORPORATION: Wants Plan Filing Period Extended to Oct. 1 ------------------------------------------------------------- The hearing on FGIC Corporation's fourth motion extending its exclusive periods to file a Chapter 11 plan and to solicit acceptances of that plan to Oct. 1, 2011, and Dec. 1, 2011, respectively, will be held on June 30, 2011, at 5:00 p.m. (prevailing Eastern Time). In its motion for extension of its exclusivity periods, the Debtor states that it will use the extension to explore a new plan proposal from one potential investor that was recently introduced to the Debtor by the official committee of unsecured creditors. The Debtor filed a plan of reorganization on the first day of the case, but has not yet sought confirmation of the Plan for two primary reasons. First, because the ongoing restructuring of the Debtor's wholly-owned subsidiary, Financial Guaranty Insurance Company ("FGIC"), directly impacts the Plan, the Debtor believes that pushing forward with the Plan at this time would be premature. Second, the Debtor has continued to engage in ongoing and constructive discussions with the Creditors' Committee and other creditor constituencies regarding "value-maximizing" alternatives to the Plan. As reported in the TCR on June 14, 2011, the U.S. Bankruptcy for the Southern District of New York adjourned until June 30, 2011, at 10:00 a.m., the hearing to consider adequacy of the disclosure statement explaining the Debtor's Chapter 11 plan. As reported in the TCR on April 1, 2011, the Debtor filed for reorganization in August 2010 with a plan where creditors would become owners of the bond insurance subsidiary, Financial Guaranty Insurance Co. The plan was rendered infeasible when an exchange offer failed. The Debtor hopes to be reorganized so it can utilize $4 billion in net tax-loss carry-forwards. The Debtor said that it continues to work on a new reorganization structure with policy holders. FGIC's assets consist of $10 million cash, the insurance subsidiary, and the opportunity to utilize tax losses. The Pan worked out in advance of the Chapter 11 filing contemplated dividing the cash and new stock among lenders on the $46 million revolving credit and the $345 million in unsecured notes. Holders of 90% of the common stock had agreed to go along with the plan and waive their $7.2 million unsecured claim. About FGIC Corp. New York-based FGIC Corporation is a privately held insurance holding company. FGIC Corp's main business interest lies in the holdings of the bond insurer Financial Guaranty Insurance Company -- http://www.fgic.com/-- and it depends on dividend payments by FGIC for sustaining its operations. FGIC had stopped paying dividends to parent FGIC Corp. since January 2008. FGIC Corp. filed for Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. S.D.N.Y. Case No. 10-14215). The bond insurer subsidiary did not file for bankruptcy. Paul M. Basta, Esq., Brian S. Lennon, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to the Debtor. Garden City Group, Inc., is the Debtor's claims and noticing agent. The Official Committee of Unsecured Creditors tapped David Capucilli, Esq., at Morrison & Foerster LLP, in New York as its counsel. The Debtor disclosed $11,539,834 in assets and $391,555,568 in liabilities as of the Petition Date. In August 2010, FGIC filed a plan of reorganization and disclosure statement. The Plan negotiated between FGIC and its key creditors and shareholders would allow the FGIC to cancel debt obligations in the aggregate amount of $391.5 million. Holders of general unsecured claims against FGIC Corp. -- which include holders of outstanding debt under FGIC Corp.'s prepetition revolving credit facility and holders of FGIC Corp.'s 6% Senior Notes due 2034 -- would receive substantially all of its $11.5 million in cash and the common stock in Reorganized FGIC Corp. The three largest common shareholders of FGIC Corp., representing over 90% of its common stock, have agreed to the cancellation of their equity interests pursuant to the Plan and waive general unsecured claims against the estate in the aggregate amount of $7.2 million. As agreed upon with FGIC Corp.'s major creditors, Reorganized FGIC Corp. would be capitalized with no more than $400,000 to fund its business needs and continue to operate as an insurance holding company after the Effective Date. FIRST WIND: S&P Assigns 'B-' Long-Term Issuer Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' long-term issuer credit rating to First Wind Capital LLC, a wholly owned subsidiary of First Wind Holdings LLC, head of a wind developer group based in Boston, Mass. "At the same time, we assigned our issue rating of 'B+' to FWC's $200 million senior secured notes due in 2018 that FWH guarantees. We also assigned a '1' recovery rating to the notes, reflecting Standard & Poor's expectations of a very high (90% to 100%) recovery if a payment default occurs. We placed all ratings on CreditWatch with negative implications," S&P related. In May 2011, the issuer borrowed $200 million 10.25% senior secured notes to refinance about $90 million in outstanding debt principal and accrued interest at FWH, make a distribution to FWH of $30 million, fund a $65 million reserve account at FWC, and fund general corporate purposes, as well as transaction fees and expenses. The issuer's portfolio of 18 wind farms totals 1,735 megawatts throughout the Northeast, the West, and Hawaii. Of the 18 wind farms, nine are in operations, four are nearing construction completion, and five are in development. "The negative CreditWatch implications reflect that we could lower the ratings if the agreement between the First Wind group and a joint venture of Emera and Algonquin does not close. The transaction requires state and federal regulatory approvals, among others, and First Wind expects to close it in the next three to six months. However, if it doesn't finally close, we view that the loss of proceeds from the sale of 49% of its Northeast portfolio would deprive the First Wind group of a $50 million liquidity cushion, which we view as one key supporting rating factor. Furthermore, FWC would likely have to tap another $40 million under the notes needed to fully fund the equity investments in the projects under development. We believe that the higher debt service will not be compensated by higher cash flows to FWC from 100% interest in the Northeast projects," S&P stated. "This, together with a lower liquidity position, will no longer be compatible with a rating in the 'B' category," said Standard & Poor's credit analyst Grace Drinker. "We would resolve the CreditWatch and revise the outlook to stable if the Northeast transaction does close as announced. In addition, we expect the First Wind group to progress in the construction and development of the near-term projects in time, within budget and achieving the expected 771 MW of operational installed capacity plus 368 MW in operations or under construction by the end 2012. Under our base case scenario, we expect cash flows from operating subsidiaries to barely cover FWC's interest expenses until the notes' final bullet maturity in 2018. We expect any minor shortfall to be appropriately covered by cash balances at FWC. Any deterioration of liquidity at FWC due to larger equity investments in new projects than assumed under our base case or to wind or turbine underperformance or material construction delays or cost overruns would lead to a downgrade," S&P noted. "We see little ratings' upside potential, given the low coverage ratios under our base case until the notes' final maturity, the weak cash retention mechanism provided by the indenture, and the considerable refinancing risk," S&P added. FLETCHER GRANITE: Court OKs Request of Add'l Work for Yoshida ------------------------------------------------------------- FGC Liquidation, LLC, formerly known as Fletcher Granite Company, LLC, obtained approval from the U.S. Bankruptcy Court for the District of Massachusetts for the continued retention of Yoshida & Sokolski, P.C. as tax return preparer. YSPC's employment to prepare the Debtors' 2008 and 2009 tax returns was authorized by this court on Oct. 25, 2010. The Debtors now seek authorization for YSPC to prepare the Debtors' 2010 tax returns and to perform ancillary tasks related thereto for a flat fee of $5,500. About Fletcher Granite Westford, Massachusetts-based Fletcher Granite Company LLC -- http://www.fletchergranite.com/-- produced granite for buildings, bridges and road construction. Fletcher Granite filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-43884) on Aug. 2, 2010. David J. Reier, Esq., and Laura Otenti, Esq., at Posternak Blankstein & Lund LLP, serve as counsel to the Debtor. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million in its Chapter 11 petition. The U.S. Trustee has formed a five-member Official Committee of Unsecured Creditors. In November 2010, the judge approved a $7 million all-cash sale of Fletcher Granite's assets to stalking-horse bidder Nesi Realty LLC. The Debtor renamed itself to FGC Liquidation, LLC, following the sale. FRE REAL ESTATE: U.S. Trustee Wants Case Dismissed or Converted --------------------------------------------------------------- William T. Neary, the U.S. Trustee for Region 6, asks the U.S. Bankruptcy Court for the Northern District of Texas to dismiss the Chapter 11 case of FRE Real Estate, Inc., or in the alternative to convert the case to one under Chapter 7 of the Bankruptcy Code. As reported in the Troubled Company Reporter on June 9, 2011, Bankruptcy Judge Michael D. Lynn granted Highland Capital Management, L.P., as agent for NexBank, conditional relief from the automatic stay in the bankruptcy case of FRE Real. The Court said it is not equitable to force the Bank, the Debtor's mortgage lender, to finance the Debtor's case pending resolution of issues that must resolve favorably for the Bank to be fully secured and so fully satisfied -- as required by Sec. 1129(b) of the Bankruptcy Code -- under a plan of reorganization. Pursuant to the Court's order, the automatic stay would terminate at 10:00 a.m. local time on June 7, 2011, to permit the Bank to conduct a foreclosure sale of the Fenton Centre owned by the Debtor and other collateral, unless, prior to such time, the Debtor's former owner, Transcontinental Realty Investors, Inc., or one or more of its affiliates deposit in the Court's registry $800,000, in the form of cash -- or a cash equivalent satisfactory to the court -- in which event the stay will continue. The Court Order further provides that the stay will terminate to permit the Bank to post for foreclosure and sell at an October foreclosure sale the Fenton Centre and the other collateral unless on or before Sept. 12, 2011, TCI or one or more of its affiliates deposits in the Court registry an additional $6,000,000. If TCI satisfies the Court prior to Sept. 12, 2011, that it has dedicated $6,000,000 -- in addition to the Deposit -- to the Debtor's rehabilitation, then the stay will continue. Unless the Debtor confirms a plan of reorganization that provides a recovery acceptable pursuant to Sec. 1126(c) to non-insider unsecured creditors by Dec. 31, 2011, the stay will terminate for all purposes on Jan. 1, 2012. The dates may be extended by the Court to allow full consideration of any objections to the Debtor's plan or disclosure statement which Highland or the Bank may interpose. The Deposit will be refundable to TCI or any of its affiliates only in the event the Bank (1) itself proposes and confirms a plan of reorganization; or (2) acts in bad faith with respect to (a) the Debtor's efforts to enter into a lease with Hospital Corporation of America, or with Pillar Income Asset Management or Regis Property Management, or (b) the Debtor's efforts to enter into and consummate a contract for sale of the Debtor's vacant land. Highland argued that the automatic stay should be terminated to allow it to foreclose on the Fenton Centre and the other collateral because (1) the Debtor lacks equity in its real property and will be unable to reorganize effectively; and (2) the Debtor's chapter 11 case, like its first case, was a bad faith filing. On the Petition Date, the Debtor scheduled its debt to the Bank in the amount of $60,400,000. With the exception of the Fenton Centre, the Debtor's properties produce no cash flow. The Fenton Centre is 50% occupied, though one major tenant, BCD Travel, will be vacating its space at the end of July. BCD Travel's space represents 45,158 square feet, or approximately 6% of the Fenton Centre's leasable space. The cash flow from the Fenton Centre should be sufficient, after operating expenses, to pay to the Bank its contract interest rate. A copy of the Court's June 6, 2011 Memorandum Opinion and Order is available at http://is.gd/EP7PETfrom Leagle.com. The U.S. Trustee adds that the Debtor's failure to maintain appropriate insurance that poses a risk to the estate or the public constitutes cause for dismissal or conversion. Prior to the foreclosure, the Debtor owned real property, which might have posed a nuisance or other unsafe condition to the public. It appears that the Debtor may have operated without insurance for at least six days prior to the lift of stay. The U.S. Trustee's attorneys can be reached at: Meredyth A. Kippes, Esq. Office of the U.S. Trustee 1100 Commerce St. Room 976 Dallas, TX 75242 Tel: (214) 767-1079 E-mail: meredyth.a.kippes@usdoj.gov 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 disclosed $70,635,902 in assets and $66,887,513 in liabilities as of the Chapter 11 filing. 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 (Bankr. N.D. Tex. Case No. 11-30210) on Jan. 4, 2011. John P. Lewis, Jr., Esq., 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." To date, no committee of unsecured creditors has been appointed. FRONTIER COMMUNICATIONS: Fitch Ratings Affirms IDR at 'BB+' ----------------------------------------------------------- Fitch Ratings has affirmed Frontier Communications Corporation's ratings: -- Issuer Default Rating (IDR) at 'BB+'; -- Senior unsecured $750 million revolving credit facility due 2014 at 'BB+'; -- Senior unsecured $190 million letter of credit facility due 2011 at 'BB+'; -- Senior unsecured $143.6 million senior unsecured term loan due Dec. 31, 2012 at 'BB+'; -- Senior unsecured notes and debentures at 'BB+'. The Rating Outlook is Stable. Frontier's 'BB+' IDR reflects the meaningful improvement in its credit profile following the acquisition of access lines in 14 states from Verizon on July 1, 2010. Fitch estimates Frontier's pro forma gross debt-to-EBITDA (including integration expenses) at year-end 2010 was 3.1 times (x) -- substantially lower than the 4.3x recorded at year-end 2009 -- due to the delevering effect of the transaction. In addition, Frontier's 25% post-merger reduction in its per share common dividend aids in funding the expansion of the availability of broadband services in the acquired properties, a key element in the company's plans to reduce access line losses to competitors. In Fitch's view, Frontier's credit metrics have the potential to strengthen over time. A Positive Outlook could result if the company is successful in driving leverage to the mid-2x range, its dividend payout of free cash flow (FCF) is 55% or less (and sustainable), and the Verizon lines have been successfully integrated. Fitch also believes an improvement in the performance of the former Verizon properties under Frontier's rurally-focused business model would need to be demonstrated. Conversely, a Negative Outlook may result if the company's leverage metrics rise to 3.3x to 3.4x or greater. Over 2011 and into 2012, improvements in Frontier's leverage are likely to be restrained. FCF, although expected to be modestly positive, will be reduced by the integration costs required to realize the anticipated synergies and the broadband expansion investments. As Frontier makes progress on these initiatives, Fitch believes FCF and financial flexibility could show gradual improvement. The realization of the anticipated synergies would also enable the company to sustain its relatively strong margins, at least in the near term, in the face of strong competition. Ongoing competitive pressures are also factored into the ratings of Frontier. Its operations are showing a slow and relatively stable rate of decline due to competitive pressures and technological substitution; the sluggish economy is also having an effect. The marketing of additional services--including high speed data--as well as cost controls have been mitigating the effect of access line losses to cable operators and wireless providers. Frontier has ample liquidity which is derived from its cash balances, FCF, and its $750 million revolving credit facility. At March 31, 2011, Frontier had $359 million in cash and, in the last 12-month period ending March 31, 2011, FCF was approximately $258 million. Frontier's expectations for 2011 capital spending range from $750 million to $780 million for its normal construction program plus the accelerated broadband build out. An additional $60 million will be spent on integration activities related to the Verizon line acquisition. Liquidity is provided by a $750 million senior unsecured credit facility, which is in place until Jan. 1, 2014. The $750 million facility is available for general corporate purposes but may not be used to fund dividend payments. The main financial covenant in the revolving credit facility requires the maintenance of a net debt-to-EBITDA level of 4.5x or less during the entire period. Net debt is defined as total debt less cash exceeding $50 million. Frontier has approximately $200 million of debt due remaining in 2011, $180 million due in 2012 and $710 million due in 2013. The company's $190 unsecured million letter of credit facility matures Sept. 20, 2011, with a bank option to extend $100 million until Sept. 20, 2012. The facility has no financial ratio covenants, and other negative covenants are similar to those in its revolving credit facility. A letter of credit was issued to the West Virginia Public Service Commission to guarantee capital expenditure commitments in the state with respect to the acquisition of the Verizon lines. Fitch has affirmed these ratings with a Stable Outlook: Frontier North Inc. -- IDR at 'BB+'; -- $200 million unsecured notes due 2028 at 'BBB-'. Frontier West Virginia -- IDR at 'BB+'; -- $50 million private placement notes due 2029 at 'BBB-'. Industrial development revenue bonds (IDRBs) at 'BB+': -- Maricopa County Industrial Development Authority (AZ) IDRB series 1995. FUSION TELECOMMUNICATIONS: Borrows $22,000 from Marvin Rosen ------------------------------------------------------------ Fusion Telecommunications International, Inc., borrowed $22,000 from Marvin S Rosen, a director of the Company. This note (a) is payable on demand in full upon 10 days notice of demand from the lender, (b) bears interest on the unpaid principal amount at the rate of 3.25% per annum, and (c) grants the lender a collateralized security interest, pari passu with other lenders, in the Company's accounts receivable. The proceeds of this note are to be used primarily for general corporate purposes. About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc. (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. As reported by the TCR on April 26, 2011, Rothstein, Kass & Company, P.C., in Roseland, New Jersey, expressed substantial doubt about Fusion Telecommunications' ability to continue as a going concern. The independent auditors noted that the Company the Company has negative working capital balances, incurred negative cash flows from operations and net losses since inception, and has limited capital to fund future operations. Fusion Telecommunications reported a net loss of $5.8 million on $41.8 million of revenues for 2010, compared with a net loss of $9.6 million on $40.9 million of revenues for 2009. The Company's balance sheet at March 31, 2011, showed $4.42 million in total assets, $13.55 million in total liabilities, and a $9.12 million total stockholders' deficit. GABLES INC: N.J. Superior Court Reverses Ruling in Labor Case ------------------------------------------------------------- The Superior Court of New Jersey, Appellate Division, reversed a final decision of the Board of Review of the New Jersey Department of Labor finding that Susan C. Holtzberg was not eligible for unemployment benefits as she left work voluntarily without good cause attributable to the work. N.J.S.A. 43:21-5(a). "We reverse and conclude that the Board's decision was arbitrary, capricious and unreasonable. The Appellate Division held that its review of the record leads it to conclude that the determination of both the Appeal Tribunal and the Board were not supported by credible testimony or records. "Accordingly, we conclude that the decision of the Board was arbitrary, capricious and unreasonable," the Appellate Division said. Ms. Holtzberg was the general manager of the Gables, a restaurant, when on July 10, 2008, she was involved in an incident involving a customer. On that evening, the menu did not allow for alterations for customer requests. Despite the fixed menu, a customer requested a fish entree. After being requested to make the change, the chef refused and used inappropriate language. Sandra Beninati, the owner, asked Ms. Holtzberg if the request could be accommodated and was informed that it could not, whereupon, according to Ms. Holtzberg, Ms. Beninati "screamed at her to leave." Ms. Holtzberg did so. According to Ms. Beninati, on July 10, 2008, a staff member approached her and advised that a customer had made a special request and that Ms. Holtzberg had denied the request. Ms. Beninati observed that the customers were good clients. She went to the kitchen and asked Ms. Holtzberg, "Can't you get this guy a piece of fish?" Ms. Holtzberg then yelled in her ear, to the point of pain, that she would not. Ms. Holtzberg stated, "I'm so sorry, he (the chef) said no." Ms. Holtzberg refused the order on behalf of the chef. Ms. Beninati told Ms. Holtzberg her job was not only to care for her staff, but to please her customers as well. Ms. Beninati left the kitchen, went to another server and obtained the order. Ms. Holtzberg returned from the kitchen, put the fish in Ms. Beninati's hand and told her "that cost you $36.00." Ms. Beninati then summoned Ms. Holtzberg outside, at which point Ms. Holtzberg started yelling again and told Ms. Beninati "you think you can just waltz in here and get anything you want?" Ms. Holtzberg's voice kept getting louder, and she was very angry. When things quieted down, Ms. Beninati told Ms. Holtzberg, "you need to go home." Ms. Holtzberg had yelled at Ms. Beninati on previous occasions but in private areas. Ms. Holtzberg was sent home on this occasion because she was yelling at Ms. Beninati in front of other staff. Ms. Holtzberg admitted that Ms. Beninati told her that her ears were ringing. Ms. Beninati did not tell Ms. Holtzberg she was fired nor did she give her anything in writing terminating her services. The restaurant was busy, and Ms. Beninati stated that she would never fire someone "in the middle of the season." Ms. Holtzberg was not discharged but was told to go home when, according to Ms. Beninati, she had a "meltdown on a bad night." According to Ms. Holtzberg, the next day, the Gables changed its Web site to reflect that Ms. Holtzberg was no longer the general manager, identifying Ms. Beninati as the new general manager, and the staff was informed that Ms. Holtzberg had been fired. This was confirmed by others who called Ms. Holtzberg to report that they had been informed of the same fact. The case is Susan C. Holtzberg, Appellant, v. Board of Review, Department of Labor and The Gables, Inc., Respondents, No. A-4429- 09T4 (N.J. Super. Ct. Appellate Division). A copy of the Court's per curiam decision dated June 23, 2011, is available at http://is.gd/gzdof8from Leagle.com. About Gables Inc. The Gables Inc., in Beach Haven, New Jersey, filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 09-18348) on April 2, 2009. The Law Offices Of Lee D. Gottesman -- lee@ldg-law.com -- serves as bankruptcy counsel. In its petition, the Debtor disclosed total assets of $4,288,459.51 and total debts of $4,852,161.49. The petition was signed by Sandra Webb Beninati, president of the Company. GENERAL MOTORS: Old, New GMs to Pay $7.4M to Mercury Program ------------------------------------------------------------ Richard Vanderford at Bankruptcy Law360 reports that the reborn General Motors LLC and its still-bankrupt counterpart, Motors Liquidation Co., have agreed to pay a combined $7.4 million to a program that stops mercury from old cars from being released into the environment, resolving 12 states' claims. Law360 relates that MLC, better known as Old GM, will pay $2.84 million to the National Vehicle Mercury Switch Recovery Program, a program established in 2006 by the U.S. Environmental Protection Agency and automakers to collect mercury used in switches on old cars. 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. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. GENTA INC: Has 201.34 Million Outstanding Common Shares ------------------------------------------------------- The number of outstanding shares of Genta Incorporated common stock par value $0.001 as of June 24, 2011, is 201,345,676. 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. The Company's balance sheet at March 31, 2011, showed $10.82 million in total assets, $14.13 million in total liabilities and a $3.31 million total stockholders' deficit. GIORDANO'S ENTERPRISES: Trustee Seeks to Bar Marshall Home ---------------------------------------------------------- Dow Jones' DBR Small Cap reports that the trustee overseeing the bankruptcy of Chicago pizza chain Giordano's is seeking to bar a fringe political figure from filing "frivolous and incoherent" legal documents in the case. About Giordano's Enterprises 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. Giordano's Enterprises and its affiliates are are pro se Debtors. Giordano's Enterprises disclosed $59,387 in assets and $45,538,574 in liabilities as of the Chapter 11 filing. Philip V. Martino, Esq., is the duly appointed Chapter 11 trustee in the Debtors' bankruptcy cases. Attorneys at Quarles & Brady LLP, in Chicago, Ill., represent the Chapter 11 trustee. Aaron L, Hammer, Esq., Brian J. Jackiw, Esq., Richard S. Lauter, Esq., and Thomas R. Fawkes, Esq., at Freeborn & Peters LLP, in Chicago, Ill., represent the Official Committee of Unsecured Creditors. GLATFELTER CO: S&P Keeps 'BB+' Corporate Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services revised its recovery rating on York, Pa.-based forest products company Glatfelter (P.H.) Co.'s senior notes due 2016 to '3', indicating its expectation for meaningful (50% to 70%) recovery in the event of default, from '4'. The issue-level rating on the senior notes remains 'BB+'. "We revised the recovery rating on the senior notes to reflect a modest increase in the amount of enterprise value we estimate would be available for unsecured creditors," S&P noted. All other ratings, including the 'BB+' corporate credit rating, remain unchanged. "The ratings on the paper manufacturer reflect the combination of what we consider to be its fair business risk profile and intermediate financial risk profile. Glatfelter has a good competitive position in niche markets and value-added product mix that is somewhat tempered by its position as a moderate-sized paper producer in a cyclical and competitive industry, meaningful revenues generated from paper products that are in a structural decline, and vulnerability to swings in input costs and selling prices. The stable outlook reflects our view that Glatfelter will maintain credit ratios that we would consider to be consistent with its intermediate financial risk profile and the 'BB+' rating given our expectations that adjusted EBITDA could be $165 million or more in 2011 and could further improve thereafter. We believe the company's leverage could decline to below 2x and funds from operations to debt to exceed 40% over the next 12 to 18 months. In addition, we expect the company's financial policy to remain modest toward shareholder rewards or debt-financed acquisitions," S&P stated. Ratings List Glatfelter (P.H.) Co. Corporate credit rating BB+/Stable/-- Recovery Rating Revised; Rating Unchanged To From Senior notes due 2016 BB+ BB+ Recovery rating 3 4 GLENWOOD PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Glenwood Properties Inc. dba Glenwood Resort Glenwood Farms Glenwood Glenwood RV Resort Resort Membership 24675 W.Gilmer Road, Suite 300 Hawthorn Woods, IL 60047 Bankruptcy Case No.: 11-26183 Chapter 11 Petition Date: June 23, 2011 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Carol A. Doyle Debtor's Counsel: Richard N. Golding, Esq. THE GOLDING LAW OFFICES, P.C. The Boyce Building 500 North Dearborn Street, Second Floor Chicago, IL 60654 Tel: (312) 832-7885 Fax: (312) 755-5720 E-mail: rgolding@goldinglaw.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 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ilnb11-26183.pdf The petition was signed by David E. Goldman, president. GRAYMARK HEALTHCARE: Austin Marxe Discloses 24.6% Equity Stake -------------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Austin W. Marxe and David M. Greenhouse disclosed that they beneficially own 3,571,000 shares of common stock of Graymark Healthcare, Inc., representing 24.6% of the shares outstanding. A full-text copy of the filing is available for free at: http://is.gd/OJ8BY1 About Graymark Healthcare Oklahoma City, Okla.-based Graymark Healthcare, Inc. (NASDAQ: GRMH) -- http://www.graymarkhealthcare.com/-- is one of the largest providers of care management solutions to the sleep disorder market based on number of independent sleep care centers and hospital sleep diagnostic programs operated in the United States. The Company's balance sheet at March 31, 2011, showed $26.8 million in total assets, $28.5 million in total liabilities, and a stockholders' deficit of $1.7 million. As reported in the TCR on April 5, 2011, Eide Bailly LLP, in Greenwood Village, Colo., expressed substantial doubt about Graymark Healthcare's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has suffered significant losses from operations, anticipates additional losses in the next year and has insufficient working capital as of Dec. 31, 2010, to fund the anticipated losses. GREAT ATLANTIC: Amends FY 2010 Report to Include Part III Info -------------------------------------------------------------- As reported in the TCR on May 16, 2011, The Great Atlantic & Pacific Tea Company, Inc., filed on May 10, 2011, its annual report for the fiscal year ended Feb. 26, 2011. The Company reported a net loss of $598.6 million on $8.078 billion of sales for fiscal 2010, compared with a net loss of $876.5 million on $8.814 billion of sales for fiscal 2009. On June 24, 2011, the Company filed Amendment No. 1 to its annual report on Form 10-K for the fiscal year ended Feb. 26, 2011, to include the information required by Part III and not included in the original filing. A copy of the Form 10-K/A is available at: http://is.gd/cQedgS About Great Atlantic & Pacific Founded in 1859, Montvale, New Jersey-based Great Atlantic & Pacific is a leading supermarket retailer, operating under a variety of well-known trade names, or "banners" across the mid- Atlantic and Northeastern United States. It operates 395 supermarkets, combination food and drug stores, beer, wine, and liquor stores, and limited assortment food stores in Connecticut, Delaware, Massachusetts, Maryland, New Jersey, New York, Pennsylvania, Virginia, and the District of Columbia. "Banners" include A&P (101 stores), Food Basics (12 stores), Pathmark (128 stores), Super Fresh (57 stores), The Food Emporium (16 stores), and Waldbaum's (59 stores). A&P employs roughly 41,000 employees, including roughly 28,000 part-time employees. Roughly 95% of the workforce are covered by collective bargaining agreements. A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York. In its petition, A&P reported total assets of $2.5 billion and liabilities of $3.2 billion as of Sept. 11, 2010. Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. Lazard Freres & Co. LLC is the financial advisor. Huron Consulting Group is the management consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represent the Official Committee of Unsecured Creditors. GREEN MOUNTAIN: S&P Affirms Corporate Credit Rating at 'B+' ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Waterbury, Vt.-based Green Mountain Coffee Roasters Inc. following the company's announcement that it has closed on its senior secured credit facilities and repaid $689 million of its term loan B and revolving credit facility with equity proceeds. "Additionally, we are withdrawing our ratings on the company's previously issued senior secured facility," S&P said. "We are assigning a 'BB-' rating to the company's $1 billion revolving credit facility due 2016 and $250 million term loan A due 2016, with a recovery rating of '2', indicating our expectation of substantial (70% to 90%) recovery in the event of a payment default," S&P related. "The ratings reflect our view of Green Mountain Coffee Roasters Inc.'s financial risk profile as aggressive and its business risk profile as weak," said Standard & Poor's credit analyst Bea Chiem. "We believe that the company is highly dependent on the single-cup coffee maker concept and that it will continue to experience negative free operating cash flow over the next couple of years with increased capital expenditures. It also has exposure to a substantial competitive threat in late 2012, when its K-Cup portion pack patents expire in the U.S.," Ms. Chiem added. "The stable outlook on the GMCR ratings reflects our expectation that liquidity will remain adequate, strong top-line growth will continue, and margins will further expand," S&P said. GREYSTONE PHARMA: Trustee Taps Butler Snow as Attorney ------------------------------------------------------ Kevin Crumbo, Chapter 11 trustee of Greystone Pharmaceuticals, Inc., asks the U.S. Bankruptcy Court for the Western District of Tennessee for permission to employ Butler Snow O'Mara Stevens & Cannada, PLLC, as the Trustee's attorney. As the Trustee's attorney, Butler Snow will: (a) give the trustee legal advice with respect to his powers and duties as trustee: (b) prepare on behalf of the trustee necessary applications, answers, orders, reports and other legal papers; and (c) perform all other legal services for the trustee which may be necessary. The proposed hourly rates to be charged by Butler Snow for the attorneys expected to be directly involved in representing the Trustee are: Michael P. Coury $330 James E. Bailey III $320 R. Campbell Hillyer $235 April Germany (paralegal) $130 R. Campbell Hillyer, Esq., at Butler Snow, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Greystone Pharmaceuticals, Inc. Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka Greystone Medical, Inc., and Greystone Medical Group, Inc. -- operates a pharmaceutical company. The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 09-32236) on Nov. 2, 2009. David J. Cocke, Esq., at Evans Petree PC, in Memphis, Tenn., represents the Unsecured Creditor's Committee as counsel. In its schedules, the Debtor disclosed $25,467,546 in assets, and $22,601,150 in liabilities as of the Petition Date. HAMILTON BEACH: S&P Withdraws 'B+' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed all ratings, including it 'B+' corporate credit rating, on Glen Allen, Va.-based Hamilton Beach Brands Inc. The ratings were subsequently withdrawn at the company's request. HARRINGTON WEST: Amends Proposed Chapter 11 Plan of Liquidation --------------------------------------------------------------- BankruptcyData.com reports that Harrington West Financial Group filed with the U.S. Bankruptcy Court a First Amended Chapter 11 Plan of Liquidation and related Disclosure Statement. According to the Disclosure Statement, "The Plan provides for the disposition of all assets of the Debtors' estate through the establishment of a liquidating trust for the benefit of the holders of allowed claims consistent with the priority provisions of the Bankruptcy Code and the Plan. Assets, to the extent not converted to cash or other proceeds as of the effective date, will be sold or otherwise disposed of by the liquidating trustee after effective date, with all cash proceeds to be distributed to holders of allowed claims, as provided for in the Plan." The Court scheduled a September 14, 2011 confirmation hearing. Harrington West Financial Group, Inc., filed a voluntary petition to liquidate its assets under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 10-14677) on Sept. 10, 2010. Sharon M. Kopman, Esq., at Landau Gottfried & Berger LLP, in Los Angeles, serves as Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $579,282 in assets and $26,004,000 in liabilities. HARRY & DAVID: Files Second Amended Joint Chapter 11 Plan --------------------------------------------------------- BankruptcyData.com reports that Harry & David Holdings filed with the U.S. Bankruptcy Court a Second Amended Joint Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "The Plan contemplates the reorganization of the Debtors through (a) the elimination of the PBGC Claims and the Debtors' Senior Notes in exchange for the issuance of new stock and (b) a rights offering (the 'Rights Offering') that will provide the PBGC and the Noteholders that meet certain SEC requirements with the opportunity to purchase stock of the reorganized Debtors in connection with their emergence from chapter 11. The Debtors will utilize the proceeds of the Rights Offering to repay outstanding amounts under their second lien debtor-in-possession term loan described above and to fund the Debtors' business operations going forward. The Rights Offering permits qualified Noteholders to purchase approximately 74.9 percent of the stock of the reorganized Debtors for $55 million. Because the Plan does not require qualified Noteholders to participate in the Rights Offering, the Debtors also entered into an agreement with a specific group of their Noteholders to 'backstop' the Rights Offering (as amended, the 'Backstop Agreement'). Pursuant to the Backstop Agreement, the Noteholders that are party to that agreement will purchase any remaining stock that was not purchased by other Noteholders or the PBGC as part of the Rights Offering. In consideration for the performance of their obligations under the Backstop Agreement, the Noteholders that are party to the Backstop Agreement will receive 50,000 shares in Reorganized Holdings. The Backstop Agreement ensures that the Debtors will obtain $55 million in new equity financing upon their emergence from these cases." 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. The Debtor also tapped DJM Realty Services, LLC, as real estate consultants; Alvarez & Marsal North America to provide the Debtors an interim chief executive officer and chief restructuring officer and certain additional officers; and McKinsey Recovery & Transformation Services U.S. LLC as their management consultant. 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. The Debtors' proposed Plan of Reorganization will allow the Company to convert all of its approximately $200 million of outstanding public notes into equity of the reorganized company. The Plan also includes an equity capital raise that will generate $55 million in equity financing upon the Company's emergence from chapter 11. The Plan has the support of the Official Committee of Unsecured Creditors and the holders of approximately 81% of the Company's public notes. HATI LEISURE: Case Summary & 10 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Hati Leisure, Inc. dba Savannah Inn 100 Travelers Lane Pt. Wentworth, GA 31407 Tel: (912) 965-9555 Bankruptcy Case No.: 11-41286 Chapter 11 Petition Date: June 23, 2011 Court: U.S. Bankruptcy Court Southern District of Georgia (Savannah) Debtor's Counsel: James L. Drake, Jr. JAMES L. DRAKE, JR., P.C. P.O. Box 9945 Savannah, GA 31412 Tel: (912) 790-1533 E-mail: jdrake7@bellsouth.net Scheduled Assets: $713,765 Scheduled Debts: $3,185,116 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/gasb11-41286.pdf The petition was signed by Anand K. Morar, CFO. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Morar, Inc. 11-40744 04/07/11 dba INN at Mulberry Grove HAWAII PACIFIC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Hawaii Pacific Teleport, LP 91-340 Farrington Highway Kapolei, HI 96707 Bankruptcy Case No.: 11-01764 Chapter 11 Petition Date: June 23, 2011 Court: U.S. Bankruptcy Court District of Hawaii (Honolulu) Judge: Robert J. Faris Debtor's Counsel: James A. Wagner, Esq. WAGNER CHOI & VERBRUGGE 745 Fort Street, Suite 1900 Honolulu, HI 96813 Tel: (808) 533-1877 Fax: (808) 566-6900 E-mail: jwagner@hibklaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/hib11-01764.pdf The petition was signed by L. Smith-Ryland, manager of general partner. HAWAIIAN TELCOM: S&P Assigns Preliminary 'B-' Corporate Rating -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B-' corporate credit rating to Hawaiian Telcom Holdco Inc. "We also assigned our preliminary 'B-' issue-level rating to Hawaiian Telcom Communications' (a wholly-owned subsidiary, and borrower under the credit facilities) $300 million senior secured six-year term loan, with a preliminary '3' recovery rating, indicating our expectation for meaningful (50%-70%) recovery of principal in the event of a payment default. We also assigned our preliminary 'B+' issue-level rating to the first-out four-year revolving credit facility of the same borrower with a preliminary `1' recovery rating, indicating our expectation for very high (90%-100%) recovery of principal," S&P said. "Our view of a vulnerable business risk profile for Hawaiian Telcom incorporates the secular industry challenges that the company's residential wireline segment faces and the presence of a particularly strong incumbent cable TV competitor, Oceanic Time Warner Cable," said Standard & Poor's analyst Richard Siderman. "Hawaiian Telcom is essentially dependent upon the performance of its residential and business wireline operations, which have limited scale and geographic diversity," he added. "The company sold its directories business in 2007, and its mobile virtual network (MVNO) arrangement with Sprint has a minimal share of the Hawaiian wireless market. Tempering business risk factors include more favorable, recent operating performance metrics and remediation of the technical problems that led to earlier years' customer service and billing issues. Furthermore, the rate of access-line erosion has slowed to the 6% area, which, while still material, is better than many of Hawaiian Telcom's ILEC peers. We also view the company's business customers, which account for about 45% of total access lines, as less likely than residential customers to be lost to wireless substitution or cable telephony," S&P said. HEIGHTS MANAGEMENT: Case Summary & 6 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Heights Management 63, LLC 1123 Broadway, Suite 617 New York, NY 10010 Bankruptcy Case No.: 11-12999 Affiliates that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- Heights Management 67, LLC 11-13001 Heights Management 176, LLC 11-13002 Heights Management 181, LLC 11-13003 Chapter 11 Petition Date: June 22, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Allan L. Gropper Debtors' Counsel: Gabriel Del Virginia, Esq. LAW OFFICES OF GABRIEL DEL VIRGINIA 488 Madison Avenue, 19th Floor New York, NY 10022 Tel: (212) 371-5478 Fax: (212) 371-0460 E-mail: gabriel.delvirginia@verizon.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of Heights Management 63's six largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/nysb11-12999.pdf The petitions were signed by Eric Brown. Affiliates that previously sought Chapter 11 protection: Entity Case No. Petition Date ------ -------- ------------- Buzz Parking II, LLC 11-11782 04/18/11 KC Third Ave 11-11423 04/07/11 HOLLISTER TOWN: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: Hollister Town Plaza, LLC 8B Downing Street Hollister, MO 65672 Bankruptcy Case No.: 11-61324 Chapter 11 Petition Date: June 21, 2011 Court: U.S. Bankruptcy Court Western District of Missouri (Springfield) Judge: Arthur B. Federman Debtor's Counsel: David E. Schroeder, Esq. DAVID SCHROEDER LAW OFFICES, PC 1524 East Primrose Street, Suite A Springfield, MO 65804-7915 Tel: (417) 890-1000 Fax: (417) 886-8563 E-mail: bk1@dschroederlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by James A. Gage, co-managing member. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Taney County Tax Assessor -- $26,646 P.O. Box 612 Forsyth, MO 65653-0612 HOWREY LLP: Court Allows Firm to Shed Leases in Former US Offices ----------------------------------------------------------------- Samuel Howard at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Dennis Montali on Wednesday moved Howrey LLP one step closer to dissolution, authorizing the fallen law firm to reject leases on 16 abandoned offices across the U.S. According to Law360, Judge DMontali allowed Howrey to walk away from the unexpired leases, leaving the landlords in the firm's former strongholds - including New York, San Francisco and Los Angeles - to make do with the furnishings and other property left behind. About Howrey LLP Three creditors filed an involuntary Chapter 7 petition (Bankr. N.D. Calif. Case No. 11-31376) on April 11, 2011, against the remnants of the Washington-based law firm Howrey LLP. The filing was in San Francisco, where the firm had an office. The firm previously was known as Howrey & Simon and Howrey Simon Arnold & White LLP. The firm at one time had more than 700 lawyers in 17 offices. The partners voted to dissolve in March. The firm specialized in antitrust and intellectual-property matters. The three creditors filing the involuntary petition together have $36,600 in claims, according to their petition. The firm can defeat the petition by showing it is generally paying debts as they come due. The firm can also consent to bankruptcy and convert the case in Chapter 11, where the firm's management would remain in control, at least initially. HOWREY LLP: U.S. Trustee Forms Creditors' Committee --------------------------------------------------- Chapter11Cases.com reports that the United States Trustee identified the members of the Official Committee of Unsecured Creditors that has been appointed in the chapter 11 bankruptcy case of former law firm Howrey LLP. The members of the Creditors' Committee are: * Hines REIT * 321 North Clark Street LLC * LexisNexis, Inc. * Dewey & LeBoeuf LLP * Dun & Bradstreet * EMC Corporation * Matura Farrington Staffing Services, Inc. * Stephanie Langley Three creditors filed an involuntary Chapter 7 petition (Bankr. N.D. Calif. Case No. 11-31376) on April 11, 2011, against the remnants of the Washington-based law firm Howrey LLP. The filing was in San Francisco, where the firm had an office. The firm previously was known as Howrey & Simon and Howrey Simon Arnold & White LLP. The firm at one time had more than 700 lawyers in 17 offices. The partners voted to dissolve in March. The firm specialized in antitrust and intellectual-property matters. The three creditors filing the involuntary petition together have $36,600 in claims, according to their petition. The firm can defeat the petition by showing it is generally paying debts as they come due. The firm can also consent to bankruptcy and convert the case in Chapter 11, where the firm's management would remain in control, at least initially. HSRE-CDS I: Court Approves BBK Ltd. as Financial Advisor -------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized HSRE-CDS I, LLC, to employ BBK, Ltd. as financial advisor. AS reported in the Troubled Company Reporter on May 31, 2011, BBK, Ltd. is expected to, among other things: -- assist the Debtor in restructuring of its debt; -- identify the qualified participants for a financing transaction; and -- assist the Debtor in negotiations with the secured lender. The hourly rates of BBK, Ltd.'s personnel are: Managing Directors $500 Senior Directors $425 Directors $375 Manager $320 Associates $250 Analysts $195 Praprofessional staff $95 As of the Petition Date, BBK, Ltd. received $46,968 as payment for prepetition services rendered. BBK, Ltd., does not hold a prepetition claim against the Debtor. To the best of the Debtor's knowledge, BBK, Ltd., is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About HSRE-CDS I Irving, Texas-based HSRE-CDS I, LLC, is a real estate company engaged in the acquisition, ownership, operation, management, leasing, financing, mortgaging and selling of real property. It is a partnership between campus-housing operator Collegiate Management Group and private equity firm Harrison Street Real Estate Capital LLC. HSRE-CDS I filed for Chapter 11 protection (Bankr. D. Del. Case No. 11-10972) on March 31, 2011. The Debtor has not had sufficient time to discuss with the new lender the terms and conditions to use any cash collateral. The bankruptcy case will allow the Debtor the breathing room to negotiate with the new lender about issues likely to be key in this case. R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's bankruptcy counsel. The Debtor disclosed assets of 1,256,241 plus unknown and liabilities of $22,878,499 as of the Chapter 11 filing. Roberta A. DeAngelis, the U.S. Trustee for Region 3, was unable to appoint an official committee of unsecured creditors in the Debtor's case. H.T. PUEBLO: Case Summary & 12 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: H.T. Pueblo Properties LLC dba Ramada Pueblo 4703 N. Freeway Pueblo, CO 81008-2058 Bankruptcy Case No.: 11-24718 Chapter 11 Petition Date: June 21, 2011 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Michael E. Romero Debtor's Counsel: David Warner, Esq. SENDER & WASSERMAN, P.C. 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Tel: (303) 296-1999 Fax: (303) 296-7600 E-mail: david.warner@sendwass.com Scheduled Assets: $2,113,405 Scheduled Debts: $5,481,912 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/cob11-24718.pdf The petition was signed by Michael X. Hu, manager. HUBBARD PROPERTIES: Hires Bacon & Bacon for Lease Issues -------------------------------------------------------- Hubbard Properties, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida of an order authorizing the continued retention of Bacon & Bacon, P.A., as special counsel. Bacon would represent the Debtor in connection with lease and landlord/tenant matters, as well as other miscellaneous legal matters that would arise in connection with the Debtor's property and business. Bacon's current hourly rate is $225.00. Bacon does hold an unsecured claim against the Debtor in the amount of $30,454.15, for similar services rendered to the Debtor prior to the Petition Date. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Hubbard Properties Hubbard Properties owns and operates a retail and a retail and entertainment complex located in Madeira Beach, Florida, commonly known as the John's Pass Boardwalk. The Property consists of approximately 39,862 square feet of retail space located in five buildings and a 322-car parking garage. Portions of the Property are currently leased to 11 tenants. Investors Warranty of America claims that the principal amount owed to it in connection with the redevelopment of the Property is approximately $28.4 million secured by mortgages and security interests in the Property. The principal balance owed under the latest loan documents and Second Amended and Restated Renewal Secured Promissory Note dated May 1, 2008, is $22.6 million. IWA claims additional amounts are owed for accrued interest, late charges, fees, pre-payment penalties, and other costs or advances which the Debtor disputes. Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011. David S. Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters, Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy counsel. In its schedules, the Debtor disclosed $12,572,058 in assets and $23,829,629 in liabilities as of the petition date. Te Official Committee of General Unsecured Creditors of Hubbard Properties, LLC, selected Hill, Ward & Henderson, P.A., as its legal counsel. HUBBARD PROPERTIES: Taps Claims Strategies as Claim Consultant -------------------------------------------------------------- Hubbard Properties, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida for permission to employ Claims Strategies Group, LLC, as claim consultant. Contemporaneously, with the filing of this application, the Debtor has filed application to employ the Buzbee Law Firm as Special Counsel to assist the Debtor in pursuing a recovery on the BP Claim. Pursuant to the Agreement for Consultant Services, CSG will: a. Provide assistance to Debtor and Buzbee in preparation of file documentation in order to assess the damage claims that are related to the Deep Water Horizon oil spill including estimates of loss, photographs, if necessary and reports summarizing the damage claim; b. Provide calculation of loss as an assessment to the damage claim; c. Investigate cause and origin, where necessary but limited to determination of the proximity of the claim to the cause and not to investigation of liability; d. Perform a review of claims to ensure that all legitimate claims costs are presented; e. Maintain a file of all documentation and reports developed in the course of assessing the damage claims; and f. Participate in any discussions or meetings between the Client and attorney as necessary for the settlement of the damage claim. The Debtor believes that CSG's consulting services are necessary to formulate economic damage models indicating the Debtor's losses as a result of the Deepwater Horizon oil spill and to assist Buzbee in evaluating the BP Claim. CSG is currently assisting Buzbee in representing scores of offshore workers, fishermen, shrimpers, property owners, and numerous commercial businesses affected by the oil spill, and has knowledge of the GCCF claims process and how to determine the damages that the Debtor has suffered as a result of the Deepwater Horizon oil spill. CSG has agreed to provide the foregoing services to the Debtor on a contingency basis equal to 5% of the recovery. The fees are contingent and payable only upon the successful payment to the Debtor of a recovery on the BP Claim. About Hubbard Properties Hubbard Properties owns and operates a retail and a retail and entertainment complex located in Madeira Beach, Florida, commonly known as the John's Pass Boardwalk. The Property consists of approximately 39,862 square feet of retail space located in five buildings and a 322-car parking garage. Portions of the Property are currently leased to 11 tenants. Investors Warranty of America claims that the principal amount owed to it in connection with the redevelopment of the Property is approximately $28.4 million secured by mortgages and security interests in the Property. The principal balance owed under the latest loan documents and Second Amended and Restated Renewal Secured Promissory Note dated May 1, 2008, is $22.6 million. IWA claims additional amounts are owed for accrued interest, late charges, fees, pre-payment penalties, and other costs or advances which the Debtor disputes. Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011. David S. Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters, Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy counsel. In its schedules, the Debtor disclosed $12,572,058 in assets and $23,829,629 in liabilities as of the petition date. Te Official Committee of General Unsecured Creditors of Hubbard Properties, LLC, selected Hill, Ward & Henderson, P.A., as its legal counsel. INCREDIBLE DAVE'S: Restaurant Owes $551,000 to Robert Mattingly --------------------------------------------------------------- Kevin Eigelbach at Business First reports that According to the report, creditors listed in Incredible Dave's LLC's Chapter 11 petition include Robert Mattingly & Sons, 4743 Poplar Level Road, owed $551,000; Crag Mackin, 445 E. Market St., $525,000; A. Bollinger, 7400 S. Park Place, $502,000; Jay Mackin, 15200 Beckley Crossing Drive, $350,000; and RS Capital LLC, Coral Gables, Fla., $315,000. Incredible Dave's LLC operates a restaurant and entertainment center in Louisville, Kentucky. The Company filed for Chapter 11 bankruptcy protection on June 15, 2011 (Bankr. W.D. Ky. Case No. 11-32944). Fred R. Simon, Esq., represents the Debtor. The Debtor estimated assets less than $50,000 and liabilities between $1 million and $10 million as of the Chapter 11 filing. INITECH RESTORATION: Marshall Defends Chapter 7 Settlement ---------------------------------------------------------- Jane Meinhardt, staff writer at Tampa Bay Business Journal, reports that Branch Banking and Trust Co. objected to a proposed settlement of Chapter 7 bankruptcy issues involving eight companies owed by Brian Marshall. Brian Marsall, who is embroiled in state and federal litigation over allegations of money owed or money improperly made, has responded to the objection. Mr. Marshall sought Chapter 11 bankruptcy reorganization for Initech Restoration and his seven other businesses in November 2009, but the court converted the case to Chapter 7 in April 2010. INNKEEPERS USA: Wins Judge Interim OK for Chapter 11 Plans ---------------------------------------------------------- Eric Hornbeck at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Shelley C. Chapman on Thursday gave her tentative blessing to Innkeepers USA Trust's four reorganization plans, which include the $1.1 billion sale of most of its hotels to Cerberus Capital Management LP and Chatham Lodging Trust. Law360 relates that Judge Chapman said she was satisfied with the "global peace" that Innkeepers had reached in the hours before the confirmation hearing, resolving nearly all objections to the plan. 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 (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010. 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. The confirmation hearing for approval of Innkeepers' Chapter 11 plan is set for June 23. INTEGRA BANK: Suspending Filing of Plan Reports with SEC -------------------------------------------------------- Integra Bank Corporation Employees' 401(K) Plan 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 Plan Interests in the Integra Bank Corporation Employees' 401(K) Plan. Effective Jan. 20, 2011, the Integra Bank Corporation common stock fund was eliminated from the investment alternatives under the Integra Bank Corporation Employees' 401(k) Plan and, as a result, interests in the Plan are no longer required to be registered under the Securities Act of 1933, as amended. Moreover, the Company filed a Post-Effective Amendment to the Registration Statement on Form S-8 filed by Integra Bank, registering shares of the Company's common stock for use as an investment alternative in the Integra Bank Corporation Employees' 401(k) Plan. Because the Plan will no longer be filing Annual Reports on Form 11-K, the Company is deregistering the remaining securities registered but unsold under the Registration Statement, if any, in accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering. About Integra Headquartered in Evansville, Indiana, Integra Bank Corporation (Nasdaq:IBNK) -- http://www.integrabank.com/-- is the parent of Integra Bank N.A. As of Dec. 31, 2010, Integra Bank has $2.4 billion in total assets. Integra Bank currently operates 52 banking centers and 100 ATMs at locations in Indiana, Kentucky, and Illinois. In Integra Bank's annual report on Form 10-K for the fiscal year ended Dec. 31, 2010, Crowe Horwath LLP, in Louisville, Kentucky, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company's cumulative net loss to common shareholders from 2008 through 2010 exceeded $430 million and the Company has negative shareholders' equity at Dec. 31, 2010. "These results are primarily due to asset impairments, particularly loans. The Company cannot currently generate sufficient revenue to support its operating expenses and the Company's bank subsidiary has not been able to achieve the capital levels required by regulatory order. The Company's balance sheet at March 31, 2011, showed $2.17 billion in total assets, $2.24 billion in total liabilities and a $65.07 million total shareholders' deficit. INTEGRATED HEALTHCARE: Reports $20.56-Mil. Profit in Fiscal 2011 ---------------------------------------------------------------- Integrated Healthcare Holdings, Inc., filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K reporting net income of $20.56 million on $457.83 million of net operating revenues for the year ended March 31, 2011, compared with net income of $10.68 million on $383.37 million of net operating revenues during the prior year. The Company's balance sheet at March 31, 2011, showed $149.19 million in total assets, $167.75 million in total liabilities and a $18.56 million total stockholders' deficiency. BDO Seidman, LLP, in Costa Mesa, California, expressed substantial doubt about Integrated Healtchcare Holdings, Inc.'s ability to continue as a going concern, following the Company's results for the fiscal year ended March 31, 2010. The independent auditors noted that the Company has a working capital deficit and a net stockholders' deficiency at March 31, 2010. BDO USA, LLP, in Costa Mesa, Calif., did not include a going concern qualification in its report for the Company's 2010 financial results. A full-text copy of the Form 10-K is available for free at: http://is.gd/1JY1nq About Integrated Healthcare Headquartered in Santa Ana, Calif., Integrated Healthcare Holdings, Inc. (OTC BB: IHCH) -- http://www.ihhioc.com/ -- owns and operates four community-based hospitals located in southern California. This concludes the Troubled Company Reporter's coverage of Integrated Healthcare until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. ISAACSON STRUCTURAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Isaacson Structural Steel, Inc. P.O. Box 67 Berlin, NH 03570 Bankruptcy Case No.: 11-12416 Chapter 11 Petition Date: June 22, 2011 Court: U.S. Bankruptcy Court District of New Hampshire (Manchester) Debtor's Counsel: William S. Gannon, Esq. WILLIAM S. GANNON PLLC 889 Elm Street, 4th Floor Manchester, NH 03101 Tel: (603) 621-0833 Fax: (603) 621-0830 E-mail: bgannon@gannonlawfirm.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Arnold P. Hanson, Jr., president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ James F. Stearns Co., Inc. Services $1,254,084 42 Winter Street Pembroke, MA 02359 Contour Steel Services $235,457 P.O. Box 7 Lake View, NY 14085-0007 Charles Leonard Const. Co., Inc. Supplies $226,282 183 Pembroke Road Concord, NH 03301 Computer Detailing, Inc. Services $159,988 American Express Corporate Card Credit Card Purchases $154,692 John W. Meyers Consulting Fees $100,000 Universal Steel Erectors, Inc. Services $99,356 DOWCO Consultants, Ltd. Services $95,419 Daniel Marr & Son Co. Services $76,623 United Steel Erectors, Inc. Services $76,556 Bret Steel Corporation Services $76,410 Metals USA Plates and Shapes Supplies $67,315 Virginia Tidewater Group Services $66,162 International C.S.E. Inc. Services $61,617 Colby Company, LLC Services $52,493 Cigna Healthcare Insurance $52,176 Haydon Bolts, Inc. Supplies $43,341 MMW, Inc. Services $35,149 O.B. Hill Trucking & Rigging Co., Services $34,121 Inc. Massachusetts Dept of Revenue Taxes - May $33,120 JER INVESTORS: Continues to Pay Outstanding Payment Defaults ------------------------------------------------------------ JER Investors Trust Inc. released its annual Statement of Affairs of the Company, including its unaudited financial information, as of and for the twelve months ended December 31, 2010. As previously disclosed, the Company continues to have outstanding payment defaults related to the following; Payment default on its interest rate swap obligations to National Australia Bank Limited, which based on its terms is classified as a note payable on the Company's balance sheet. As of April 19, 2010, NAB terminated the NAB Note Payable, and established a termination value of $29.0 million. Payment default on its junior subordinated notes with an outstanding face amount of $70.3 million (the "Junior Subordinated Notes"). Payment defaults on both of its collateralized debt obligations due to a failure to pay interest on certain notes payable of both CDOs driven by continuing declines in cash flow from commercial mortgage backed securities held as collateral in both CDOs. The Company's cash receipts continue to decline as delinquencies and special servicing transfers on loans underlying its CMBS continue to increase. Considering these circumstances, it is unlikely the Company will be able to repay its obligations under the NAB Note Payable or Junior Subordinated Notes were the lenders to demand payment. In such event, the Company may have to negotiate a settlement with such creditors, recapitalize, refinance its obligations, sell some or all of its assets at prices below current estimated fair value or seek to reorganize under Chapter 11 or liquidate under Chapter 7 of the United States Bankruptcy Code. In any case, it is expected that its common shareholders would not recover any value and unsecured creditors, including holders of the NAB Note Payable and Junior Subordinated Notes, would receive little, if any, value in relation to the outstanding obligations. In February 2011, the Company cured its outstanding payment defaults related to its unfunded capital calls associated with its investment in the JER US Debt Co-Investment Vehicle, L.P. (the "US Debt Fund"). As a result, future distributions from the US Debt Fund will not be withheld from the Company and effective April 1, 2011 the Company will be eligible to receive 50% of the management fees paid by the US Debt Fund, or approximately $75,000 per quarter to the Company. The Company's unrestricted cash balances were $1.7 million and $1.4 million at December 31, 2010 and May 31, 2011, respectively. Currently, the Company's primary sources of liquidity are from its non-CDO CMBS bonds, which are making payments to the Company at a rate of approximately $100,000 per quarter. The Company is no longer receiving distributions from its retained interests in CDO I and CDO II, and it does not expect to receive distributions from such CDOs for the foreseeable future, if ever. In addition, the timing and amounts of future distributions from the Company's US Debt Fund investment is uncertain. As a result, the Company continues to be focused on seeking to preserve liquidity by minimizing its non-CDO cash operating costs to the extent possible including the elimination of external board of directors fees and audit fees. A copy of recent historical cash receipts and disbursement activity by sources and uses is available free at: http://ResearchArchives.com/t/s?7659 About JER Investors JER Investors Trust Inc. is a specialty finance company quoted on the Pink Sheets that manages a portfolio of commercial real estate structured finance products. JOHN STEVEN: Five Points & Sam's Kid Restaurants in Chapter 11 -------------------------------------------------------------- Gary Haber at Baltimore Business Journal reports that John Steven Ltd. and Sam's Kid, two popular Fells Point restaurants, have filed for Chapter 11 bankruptcy protection separately in U.S. Bankruptcy Court in Baltimore. The report relates that John Steven's largest unsecured creditor is Kelly Rogers Burke, who is owed $135,591 in payroll, according to court papers. Andrew Burke, John Steven's president, declined to discuss the reasons for the bankruptcy filing, he notes. Based in Baltimore, Maryland, John Steven Ltd. aka Five Points Tavern filed for Chapter 11 bankruptcy protection on May 29, 2011 (Bankr. D. Md. Case No. 11-21356). Michael I. Gilbert, Esq., represents the Debtor. The Debtor estimated assets of between $1 million and $10 million, and debts of between $100,000 and $500,000. JOHNSON RUBBER: District Court Won't Withdraw Reference in Suit --------------------------------------------------------------- In Mark J. Welch, v. Carl Gordulic, et al., Case No. 10 MC 37 (N.D. Ohio), District Judge Patricia A. Gaughan denied motions to withdraw the reference pursuant to 28 U.S.C. Sec. 157(d) filed by defendants Carl Gordulic and Charles Price. The judge said the Defendants fail to meet their burden of establishing that cause exists to withdraw the reference. On Dec. 9, 2009, the Trustee for Johnson Rubber Company filed an adversary proceeding against Messrs. Gordulic and Price, alleging seven claims for relief: (1) breach of fiduciary duties; (2) gross mismanagement; (3) corporate waste; (4) intentionally fraudulent transfers; (5) constructively fraudulent transfers; (6) recovery of avoided transfers; and (7) avoidance and recovery of preferential transfers. According to defendants, counts four through seven are "core" claims for which plaintiff seeks approximately $70,000 in relief. Plaintiff seeks relief in the amount of "several million dollars" on the remaining claims. A copy of the Court's June 22, 2011 Memorandum of Opinion and Order is available at http://is.gd/WMXuRdfrom Leagle.com. About Johnson Rubber Headquartered in Middlefield, Ohio, Johnson Rubber Company Inc. -- http://www.johnsonrubber.com/-- provided engineered polymer products to the automotive, road and bridge, casket and recreational marine industries. The company primarily produced products for the original equipment manufacturer automotive market. Johnson Rubber and JR Holding Corp., were formed Dec. 8, 2005, to purchase certain assets of Duramax Inc. Johnson Rubber is a wholly owned subsidiary of JR Holding. Johnson Rubber and JR Holding filed for Chapter 11 protection on Dec. 11, 2007 (Bankr. N.D. Ohio Case No. 07-19391 and 07-19392). The Debtors selected William I. Kohn, Esq., at Benesch Friedlander Coplan & Aronoff LLP, as its counsel. The Debtors selected Donlin Recano & Company Inc. as claims agent. The U.S. Trustee for Region 9 appointed creditors to serve on an Official Committee of Unsecured Creditors in the Debtors' cases. McGuireWoods LLP represented the Committee in these cases. As of March 3, 2008, the Debtor discloesd total assets at $15,346,607 and total debts at $20,701,214. On August 4, 2008, the Bankruptcy Court confirmed the Debtors' Joint Plan of Liquidation. J.S.P. INVESTMENTS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: J.S.P. Investments, Inc. aka JSP Investments, Inc J.S.P., Inc. 2801 Ridge Avenue Springfield, IL 62702 Bankruptcy Case No.: 11-71692 Chapter 11 Petition Date: June 24, 2011 Court: U.S. Bankruptcy Court Central District of Illinois (Springfield) Judge: Mary P. Gorman Debtor's Counsel: James R. Enlow, Esq. 2050 W. Iles Avenue, Suite G-1 Springfield, IL 62704 Tel: (217) 679-0683 Fax: (217) 726-8861 E-mail: jre@enlowlaw.net 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 Jeffrey S. Polen, president. KB TOYS: Court Denies Prentice Bid to Dismiss Workers' WARN Action ------------------------------------------------------------------ Megan Stride at Bankruptcy Law360 reports that the former owner of KB Toys Inc. on Friday lost its bid to dismiss a putative class action in Massachusetts alleging that it failed to properly notify employees before ordering mass layoffs after the toy store chain filed for bankruptcy in December 2008. In a docket text-only order, Law60 relates, U.S. District Judge Michael A. Ponsor denied Prentice Capital Management LP's motion to dismiss the plaintiffs' amended complaint accusing the company of violating the Worker Adjustment and Retraining Notification Act of 1988. Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. -- http://www.kbtoys.com/-- operated a chain of retail toy stores. On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for protection under Chapter 11 of the Bankruptcy Code, which were administratively consolidated under Case No. 04-10120. Two of the 200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of Massachusetts Inc. In connection with the emergence of KB Toys from bankruptcy in August 2005, and the subsequent organizational restructuring, the assets and operations of many of these prior debtors were transferred among then existing debtor entities and consolidated with KB Toys Group. Furthermore, most of the entities involved were either dissolved or were merged into surviving entities, and several of them changed their names. The company, together with eight of its affiliates, again filed for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No. 08-13269). Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. The Debtors proposed Wilmer Cutler Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting Inc. as financial and restructuring advisor, and Epiq Bankruptcy Solutions LLC as claims and noticing agent. KB disclosed assets of $241 million against debt totaling $362 million in its Chapter 11 petition filed. The debts include $143 million in unsecured claims; and $200 million in secured claims, including $95.1 million owed to first-lien creditors where General Electric Capital Corp. serves as agent; and $95 million owed to second-lien creditors. The Hon. Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware allowed KB Toys Inc. to start going-out-of-business sales promptly after the Chapter 11 filing. K-V PHARMACEUTICAL: Annual Meeting of Stockholders on Sept. 8 ------------------------------------------------------------- K-V Pharmaceutical Company currently plans to hold its 2011 Annual Meeting of Stockholders at 10:00 a.m., central daylight time, on Thursday, Sept. 8, 2011, at a location in the St. Louis, Missouri metropolitan area to be disclosed in the Company's proxy materials for the 2011 Annual Meeting. Stockholders of record as of the close of business on July 25, 2011, are entitled to notice of and to vote at the 2011 Annual Meeting. The 2011 Annual Meeting date represents a change of more than 30 days from the anniversary of the Company's 2009 Annual Meeting of Stockholders. As a result, pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, the Company has set a new deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 for inclusion in the Company's proxy materials for the 2011 Annual Meeting. The new deadline for the submission of the stockholder proposals pursuant to Rule 14a-8 is the close of business on July 7, 2011. The Company has also set the close of business on July 7, 2011, as the deadline for submission of nominations and stockholder proposals submitted outside of the process for proposals subject to Rule 14a-8. Those proposals should be delivered to: K-V Pharmaceutical Company, One Corporate Woods Drive, Bridgeton, Missouri 63044, Attention: Secretary. The Company recommends that those proposals be sent by certified mail, return receipt requested. Proposals submitted pursuant to Rule 14a-8 will also need to comply with the rules of the Securities and Exchange Commission regarding inclusion of stockholder proposals in the Company's proxy materials, and may be omitted if not in compliance with applicable requirements. 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. The Company reported a net loss of $174.0 million on $27.3 million of net revenues for fiscal 2011, compared with a net loss of $283.6 million on $9.1 million of net revenues for fiscal 2010. The loss from continuing operations was $156.2 million and $285.6 million in fiscal 2011 and fiscal 2010, respectively. The Company's balance sheet at March 31, 2011, showed $564.7 million in total assets, $938.7 million in total liabilities, and a stockholders' deficit of $374.0 million. BDO USA, LLP, in Chicago, Illinois, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suspended the shipment of all but one of the products manufactured by the Company and must comply with a consent decree with the Food and Drug Administration before approved products can be reintroduced to the market. KIEBLER RECREATION: Court Appoints Simon David as Trustee --------------------------------------------------------- Ed Palatella at GoErie.com reports that U.S. Bankruptcy Judge Randolph Baxter approved the trustee appointment of lawyer David O. Simon. Mr. Simon assumes oversight of the operations of the Peak from Paul E. Kiebler IV, a real estate developer from Chardon, Ohio, east of Cleveland. Mr. Kiebler had controlled the resort as the owner of Kiebler Recreation LLC, which bought the Peak from the Cross family, of Waterford, in January 2006. Huntington National Bank, owed more than $17 million, and other creditors earlier this month petitioned for the appointment of a trustee, claiming that Paul Kiebler was mismanaging the Peak. They also said he failed to come up with a Chapter 11 plan for Kiebler Recreation to reorganize, settle its debts and retain ownership of the Peak. About Kiebler Recreation Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational and leisure facility. Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n Peak Resort, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 10-15099) on May 26, 2010. Robert C. Folland, Esq., at Thompson Hine LLP, represents the Debtor. The Company estimated assets and debts at $10 million to $50 million as of the Petition Date. An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter 11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No. 09- 19087). LAS VEGAS MONORAIL: Disclosure Statement Hearing Set for June 29 ---------------------------------------------------------------- Las Vegas Monorail Company filed with the U.S. Bankruptcy Court for the District of Nevada a proposed disclosure statement explaining its third amended plan of reorganization on June 16, 2011. Hearing on the approval of the Disclosure Statement is scheduled for June 29, 2011, at 04:00 p.m. The primary objective of the reorganization and restructuring under the Plan is (i) to maximize returns to those creditors entitled to recoveries from the estate, and (ii) to reorganize and restructure the capital structure of the Debtor. In particular, the Debtor seeks to meet and harmonize four objectives: (1) to maximize return to its creditors, in this case, the Holders of 1st Tier Bonds and General Unsecured Claims; (2) to maintain its non-profit status; (3) to provide the Debtor with the means to operate up to at least 2019 while meeting its restructured capital structure; and (4) to be in a position to qualify and obtain third party grants and moneys to expand its system and fund its significant CapEx beginning in 2019 so that the Monorail does not cease to operate sometime in the next eight years. Bombardier's CapEx Projection determined that an initial significant CapEx expenditure of $23,060,266 will be required in 2019 for full replacement of the Debtor's fare collection equipment and platform doors. At this time, the Debtor's projected revenues are insufficient to both (i) meet its CapEx needs in 2019 and 2024 and (ii) pay a portion of its proposed restructured debt at maturity in 2019. The Debtor's ability to both (i) meet its CapEx needs in 2019 and 2024 and (ii) pay the restructured debt at maturity is conditioned upon the Debtor obtaining additional capital through expansion of the existing Monorail system, obtaining federal infrastructure funds or grants, or through private financing or investment. The Debtor believes that the Plan provides a reasonable opportunity to do this. The Debtor, according to its counsel, Gerald M. Gordon, Esq., at Gordon Silver, in Las Vegas, Nevada, desires to achieve these objectives through an expeditious restructuring of, among other things, the 1st Tier Bond Claims, and certain other debt obligations of the Debtor and other actions described in the Plan. Pursuant to Section 1123(a)(1) of the Bankruptcy Code, Allowed Administrative Claims and Priority Tax Claims are not designated as Classes under the Plan. In general, these Claims consist of the fees and costs of professionals employed on behalf of the Estate. The Holders of those unclassified Claims are not entitled to vote on the Plan and will be paid in full under the Plan consistently with the requirements of Section 1129(a)(9)(A) of the Bankruptcy Code. The Distributions under the Plan to each Class are summarized as follows: Class Description Treatment ----- ----------- --------- 1 Other Priority Claims Unimpaired. Paid in full in Cash. No solicitation required. Est. Amount: $0 2 Other Secured Claims Unimpaired. Paid in full in Cash or otherwise left Unimpaired. No solicitation required. Est. Amount: $1,700 3 General Unsecured Claims Impaired. Paid the lesser of (i) 100% of Allowed Claims or (ii) pro rata share of $175,000. Solicitation required. Est. Amount: $150,00-$175,000 4 Secured Portion of the Impaired. Cancellation of the 1st Tier Bond Claims, Debtor's obligations under the Ambac 1st Tier 1st Tier Note to be replaced in Bondholders' Surety Bond part by the Cash Pay Notes and Claims and Ambac the CapEx Notes. Solicitation Insurance Claims required. Est. Amount: $500,248,667 5 Unsecured Portion of the Impaired. Cancellation of the 1st Tier Bond Claims, the Debtor's obligations under the Ambac 1st Tier Bondholders' 1st Tier note to be replaced Surety Bond Claims and in part by the Capital Ambac Insurance Claims Appreciation Notes. Solicitation Required. Est. Amount: - 6 2nd Tier Bond Claims Impaired. Subordinated to payment in full of 1st Tier Bond Claims. No distribution or recovery. Debtor's obligations under the 2nd Tier Obligation will be extinguished. No solicitation required. Est. Amount $158,749,493, plus interest 7 3rd Tier Bond Claims Impaired. Subordinated to payment in full of 1st Tier Bond Claims and 2nd Tier Bond Claims. Debtor's obligations under the 3rd Tier Note will be extinguished. No distribution or recovery. No solicitation required. Est. Amount: $48,500,000, plus interest 8 Director Claims Impaired. Solicitation required. Est. Amount: $0 9 Subordinated Claims Impaired. No distribution or recovery. No solicitation required. Est. Amount: $0 A full-text copy of the proposed Disclosure Statement accompanying the Third Amended Plan is available for free at: http://ResearchArchives.com/t/s?7654 About Las Vegas Monorail Las Vegas, Nevada-based Las Vegas Monorail Company, organized by the State of Nevada in 2000 as a nonprofit corporation, owns and manages the Las Vegas Monorail. The Monorail is a seven-stop, elevated train system that travels along a 3.9-mile route near the Las Vegas Strip. LVMC has contracted with Bombardier Transit Corporation to operate the Monorail. Though it benefits from its tax-exempt status due to being a nonprofit entity, LVMC claims to be the first privately-owned public transportation system in the nation to be funded solely by fares and advertising. LVMC says it receives no governmental financial support or subsidies. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-10464) on Jan. 13, 2010. Gerald M. Gordon, Esq., at Gordon Silver, assists the Company in its restructuring effort. Alvarez & Marsal North America, LLC, is the Debtor's financial advisor. Stradling Yocca Carlson & Rauth is the Debtor's special bond counsel. Jones Vargas is the Debtor's special corporate counsel. The Company disclosed $395,959,764 in assets and $769,515,450 in liabilities as of the Petition Date. In May 2010, Ambac Assurance Corp. lost its bid to stay the bankruptcy case while a district court considers whether the bankruptcy court wrongly rejected Ambac's argument that Monorail was a municipality and thus ineligible to be a Chapter 11 debtor. LAS VEGAS RAILWAY: Incurs $1.79 Million Net Loss in Fiscal 2011 --------------------------------------------------------------- Las Vegas Railway Express, Inc., filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $1.79 million on $0 of revenue for the year ended March 31, 2011, compared with a net loss of $3.70 million on $0 of revenue during the prior year. The Company's balance sheet at March 31, 2011, showed $860,010 in total assets, $1.81 million in total liabilities and a $954,567 total stockholders' deficit. Hamilton, PC, in Denver, Colorado, expressed substantial doubt about the Company's ability to continue as a going concern following the 2010 results. The independent auditors noted that the Company suffered recurring losses from operations. A full-text copy of the Annual Report is available for free at: http://is.gd/6rJkJo About Las Vegas Railway Las Vegas, Nev.-based Las Vegas Railway Express, Inc., formerly Liberty Capital Asset Management, Inc. was formed March 9, 2007, as Corporate Outfitters, a development stage company. On Nov. 3, 2008, with a share exchange, asset purchase agreement the Company acquired Liberty Capital Asset Management, a Nevada corporation, formed in July of 2008 as a holding company for all the assets of CD Banc LLC in contemplation of the company going public via a reverse merger into a publicly trading corporation. CD Banc LLC was formed in 2003 as a Nevada limited liability corporation with the purpose of acquiring real estate assets and holding them for long-term appreciation. The Company acquired Las Vegas Railway Express (LVRE) in January 2010 and began its operations as the primary business of the Company. The Company subsequently changed its name from Las Vegas Railway Express, to Las Vegas Railway Express, Inc., and is traded under the symbol XTRN.OB. LAS VEGAS SANDS: Moody's Affirms Ba3 CFR; Outlook Positive ---------------------------------------------------------- Moody's Investors Service revised Las Vegas Sand Corp.'s rating outlook to positive from stable and affirmed the company's Ba3 Corporate Family, Probability of Default, and senior secured debt ratings. LVSC has an SGL-1 Speculative Grade Liquidity rating. Ratings affirmed: Las Vegas Sands Corp.: -- Corporate Family Rating at Ba3 -- Probability of Default Rating at Ba3 -- 6.375% senior notes due 2015 at Ba3 (LGD 4, 50%) -- Venetian Casino Resort, LLC and Las Vegas Sands, LLC (as co-issuer): -- Senior secured revolver expiring 2012 at Ba3 (LGD 4, 50%) -- Senior secured revolver expiring 2014 at Ba3 (LGD 4, 50%) -- Senior secured term loan B due2014 at Ba3 (LGD 4, 50%) -- Senior secured term loan B due 2016 at Ba3 (LGD 4, 50%) -- Senior secured delayed draw term loan 1 due 2014 at Ba3 (LGD 4, 50%) -- Senior secured delayed draw term loan 1 due 2016 at Ba3 (LGD 4, 50%) -- Senior secured delayed draw term loan 2 due 2013 at Ba3 (LGD 4, 50%) -- Senior secured delayed draw term loan 2 due 2015 at Ba3 (LGD 4, 50%) Ratings affirmed and to be withdrawn when the proposed transaction closes: Venetian Macao Limited: -- Senior secured term loans at Ba3 (LGD 4, 50%) -- Senior secured revolver at Ba3 (LGD 4, 50%) RATINGS RATIONALE The outlook revision to positive reflects a higher degree of confidence on the part of Moody's that LVSC will be able to reduce and sustain debt/EBITDA at or below 3.5 times on a gross basis, the target leverage required for a one-notch ratings upgrade. "Given Moody's current expectation of annual consolidated EBITDA of between 2.7 and 2.8 billion for 2011, LVSC's debt/EBITDA will likely be between 4.0 and 4.3 times by the end of that period, and could reach 3.5 times by the end of 2012 if business conditions in Asia remain strong," stated Keith Foley, a Senior Vice President at Moody's. "However, LVSC would also need to adhere to a conservative long-term financial policy in order to achieve a Ba2 Corporate Family Rating." The positive outlook also incorporates Moody's favorable view of LVSC's proposed refinancing. The company is in the process of refinancing its existing Venetian Macau Credit facility with a proposed $3.5 billion facility (not rated) that will extend that subsidiary's debt maturity profile and is expected to result in a substantial annual interest savings. The affirmation of LVSC's Ba3 Corporate Family Rating reflects the strong performance and the favorable growth prospects for the company's Asian gaming assets, the high quality of its gaming and resort assets, and very good liquidity profile. Risks include the company's exposure to evolving regulatory environments along with some degree of uncertainty on Moody's part regarding LVSC's willingness to pursue a less aggressive financial and development policy than it has in the past. The Ba3 rating on LVCS's existing senior secured debt reflects a consolidated rating approach, whereby Moody's views all of the operations of Las Vegas Sands as a single enterprise for analytic purposes, regardless of whether or not financings for some subsidiaries are done on a stand-alone basis. The primary reason for the consolidated rating approach is that despite restrictions contained in the company's various financing documents, LVSC has the ability to transfer significant amounts of cash among its operating entities. LVSC's SGL-1 Speculative Grade Liquidity rating reflects LVSC's very good liquidity and anticipates a significant amount of free cash flow generation in the next 12-15 months. The SGL-1 also reflects the company's considerable consolidated cash balance and revolver availability, and Moody's expectation that the company will remain well in compliance with all of its subsidiary level financial covenants. The principal methodology used in rating Las Vegas Sands was the Global Gaming Industry Methodology, published December 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA, published June 2009. Las Vegas Sands Corp. owns and operates hotel and casino integrated resort facilities in Las Vegas, NV, Bethlehem, PA, Macau, China and Singapore. The company generates consolidated annual net revenue of close to $7 billion. LEAR CORP: S&P Lowers Ratings on Senior Unsecured Notes to 'BB' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its issue-level ratings on Lear Corp.'s 7.875% senior unsecured notes due 2018 and 8.125% senior unsecured notes due 2020 to 'BB' from 'BB+' and revised the recovery ratings to a '3' from a '2'. "A recovery rating of '3' indicates our expectation that lenders will receive a meaningful recovery (50% to 70%)," S&P said. On June 17, 2011, the company amended and restated its credit agreement in which it extended the maturity of the revolving facility (unrated) from March 18, 2013, to June 17, 2016, increased the commitment under the revolver to $500 million from $110 million, and modified the interest rate payable on outstanding borrowings under the facility. "The BB/Stable/-- rating on Michigan-based Lear Corp. reflects our assessment of the company's financial risk profile as intermediate and its business risk profile as weak. The company is a Tier 1 supplier of seating systems and electrical power management systems for the global light-vehicle market," S&P stated. Lear Corp. Corporate credit rating BB/Stable/-- Rating lowered, recovery revised To From Senior unsecured notes BB BB+ Recovery rating 3 2 LEE'S FAMOUS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Lee's Famous Recipes, Inc. 171 Brooks Street, SE Fort Walton Beach, FL 32548 Bankruptcy Case No.: 11-68463 Chapter 11 Petition Date: June 24, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: J. Robert Williamson, Esq. SCROGGINS AND WILLIAMSON 1500 Candler Building 127 Peachtree Street, N.E. Atlanta, GA 30303 Tel: (404) 893-3880 E-mail: rwilliamson@swlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ganb11-68463.pdf The petition was signed by Charles L. Cooper, Jr., president. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Famous Recipe Company Operations, LLC 10-94027 11/10/10 dba Mrs. Winner's LEHR CONSTRUCTION: Court Extends Lease Decision Period to June 27 ----------------------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York extended the period for Jonathan L. Flaxer, Esq., in his capacity as Chapter 11 trustee for Lehr Construction Corp., to assume or reject real estate leases of non-residential real property to June 27, 2011. On June 27, the Court will convene a hearing to consider approval of the Trustee's request for the extension of the lease decision period to Sept. 19, 2011. The Debtor is a tenant under two leases: (i) for its corporate office located at 902 Broadway, in New York; and (ii) for its warehouse located at 87-22 78th Street, in Woodhaven, in New York. According to the Trustee, the Debtor, in conjunction with its counsel, had spent considerable time negotiating with the landlord for the corporate office to achieve crucial cost savings during the pendency of the Debtor's bankruptcy case with regard to a potential rejection damage claim. The Trustee relates that since his appointment, he is investigating possible cost savings under both leases as well as whether there is any market for assignment of the leases. However, the Trustee said, he has only recently been appointed and asked for the extension to avoid being forced to make a premature decision as to whether the leases have value for the estate before his investigation has concluded. The Trustee asked for the extension to continue conversations with the landlords for the leases and to have sufficient time to evaluate whether the leases are valuable assets of the estate. About Lehr Construction New York-based Lehr Construction Corp. was founded in 1979. It specializes in interior construction and serves clients mainly throughout the New York metropolitan area. It serves as construction manager and general contractor for its clients Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-10723) on Feb. 21, 2011. James A. Beldner, Esq., at Cooley LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction. He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman Assor Bell & Peskoe LLP, in New York. LENNAR CORP: Fitch Affirms IDR at 'BB+'; Outlook Stable ------------------------------------------------------- Fitch Ratings has affirmed its ratings for Lennar corporation, including the company's Issuer Default Rating at 'BB+'. The Rating Outlook is Stable. The ratings and Outlook for Lennar reflect the company's strong liquidity position and slightly stronger prospects for the housing sector this year. The ratings also reflect Lennar's successful execution of its business model, geographic and product line diversity, lessened joint venture exposure, and the still challenging U.S. housing environment. Recent macroeconomic housing statistics (new and existing home sales, single-family housing starts) have been weak and disappointing, especially during the month of February. Although March statistics showed some improvement, April data eased again for starts and existing home sales. During the month of May, housing starts strengthened on a seasonally-adjusted basis, while existing home sales fell. However, there is a seasonal pick-up in the spring orders compared to the winter. The public builders have reported clear improvement in traffic. Builder home prices are relatively stable. The public homebuilders were generally unprofitable in the calendar first quarter (excluding non-cash real estate charges) and revenues trailed year-ago levels. Builder comparisons are also challenging during the second quarter of 2011 and then ease in the third and fourth quarters. If the economy continues its advance and a moderate number of jobs are added, macroeconomic housing metrics should, for the most part, rise at a low single-digit pace this year and at a low double-digit pace in 2012. Lennar has solid liquidity with unrestricted homebuilding cash of $1 billion as of Feb. 28, 2011. The company's debt maturities are well-laddered, with no more than 10% of its total homebuilding debt maturing through 2014. Although the company has sufficient cash on hand to meet upcoming debt maturities, Fitch expects Lennar to access the capital markets to refinance these maturities. Lennar has demonstrated that it can access the capital markets, even during periods of distress. The company was the third largest homebuilder in 2010 and primarily focuses on entry-level and first-time move-up homebuyers. The company builds in 14 states with particular focus on markets in Florida, Texas and California. Lennar's significant ranking (within the top five or top 10) in many of its markets, its largely presale operating strategy, and a return on capital focus provide the framework to soften the impact on margins from declining market conditions. Fitch notes that in the past, acquisitions (in particular, strategic acquisitions) have played a significant role in Lennar's operating strategy. The company has reignited its 'Everything's Included' marketing platform to ensure that its homes offer the best value proposition in the marketplace. This platform targets the options and upgrades that are most desirable to homebuyers (as determined by market research) and includes them as standards in the price of the homes. This program eliminates major structural upgrades (i.e. homebuyers do not have the ability to move walls or plumbing, but can still request other non-structural options such as cabinetry), allowing the company to minimize its construction cycle time. However, limiting options could also turn away potential customers who would like to customize their homes (beyond what Lennar may offer). At the peak of the cycle, approximately half of the company closings were under the 'Everything's Included' platform, while the other half was delivered under its Design Studio program, which allowed homebuyers to customize through upgrades and options. Management indicated that a majority of its deliveries going forward will be under the 'Everything's Included' platform. Compared to its peers Lennar had above-average exposure to joint ventures (JVs) during this past housing cycle. Longer-dated land positions are controlled off balance sheet. The company's equity interests in its partnerships ranged from 10% to 50%. These JVs have a substantial business purpose and are governed by Lennar's conservative operating principles. They allow Lennar to strategically acquire land while mitigating land risks and reduce the supply of land owned by Lennar. They help Lennar to match financing to asset life. JVs facilitate just-in-time inventory management. Notwithstanding, Lennar has been substantially reducing its number of JVs over the last few years (from 270 at the peak in 2006 to 38 as of Feb. 28, 2011) and, as a consequence, has very sharply lowered its JV recourse debt exposure (from $1.76 billion to $178.7 million as of Feb. 28, 2011). In the future, management will still be involved with partnerships and JVs, but there will be fewer of them and they will be larger, on average, than in the past. The company did a good job in reducing its inventory exposure (especially early in the correction) and generating positive operating cash flow. In 2010, the company started to rebuild its lot position and increased land and development spending. Lennar spent roughly $523 million on new land purchases during 2010 and had $181 million of land development spending during the year. This compares to approximately $350 million of combined land and development spending during 2009. During the first quarter of 2011, Lennar spent $158 million on new land purchases and roughly $50 million in development expenditures. Fitch expects land and development spending for 2011 to approximate 2010 levels. As a result, Fitch expects Lennar to be cash flow negative this year. Fitch is comfortable with this strategy given the company's cash position, debt maturity schedule and proven access to the capital markets. The company has ramped up its investments in its newest segment, Rialto Investments. This segment provides advisory services, due- diligence, workout strategies, ongoing asset management services, and acquires and monetizes distressed loans and securities portfolios. (Management has considerable expertise in this highly specialized business.) In February 2010, the company acquired indirectly 40% managing member equity interests in two limited liability companies in partnership with the FDIC, for approximately $243 million (net of transaction costs and a $22 million working capital reserve). Lennar has also invested $64 million in a fund formed under the Federal government's Public- Private Investment Program (PPIP), which is focused on acquiring securities backed by real estate loans. On Sept. 30, 2010, Rialto completed the acquisitions of approximately $740 million of distressed real estate assets, in separate transactions, from three financial institutions. The company paid $310 million for these assets, of which $125 million was funded by a five-year senior unsecured note provided by one of the selling financial institutions. Rialto Investments had $752.3 million of debt, of which $125 million is recourse to Lennar. Rialto provides Lennar with ancillary income as well as a source of land purchases (either directly or leveraging Rialto's relationship with owners of distressed assets). Fitch views this operation as strategically material to the company's operation, particularly as housing activity remains at absolute low levels. Future ratings and Outlooks will be influenced by broad housing market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels, free cash flow trends and uses, and the company's cash position. Negative rating actions could occur if the anticipated recovery in housing does not materialize and the company prematurely steps up its land and development spending, leading to consistent and significant negative quarterly cash flow from operations and diminished liquidity position. Positive rating actions may be considered if the recovery in housing is sustained and is significantly better than Fitch's current outlook, Lennar shows continuous improvement in credit metrics, and the company maintains a healthy liquidity position. Fitch has affirmed these ratings for Lennar with a Stable Outlook: -- IDR at 'BB+'; -- Senior unsecured debt at 'BB+'. Fitch is also withdrawing Lennar's Short-term IDR of 'B'. LENNY DYKSTRA: Judge Rejects Bid to Lower Bail in Fraud Case ------------------------------------------------------------ Jonathan Randles at Bankruptcy Law360 reports that a California judge on Friday rejected Lenny Dykstra's request to shave his bail amount, saying that the former MLB star -- who faces bankruptcy fraud charges -- violated the terms of his temporary home detention last month by leaving his Los Angeles pad without court approval. About Lenny Dykstra Lenny Dykstra is a former Major League Baseball all-star player. He was center fielder for the New York Mets and Philadelphia Phillies. He filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills, California. The Law Office of M. Jonathan Hayes, in Northridge, California, represents the Debtor. The Debtor estimated up to $50,000 in assets and $10 million to $50 million in debts in his Chapter 11 petition. A Chapter 11 trustee was appointed in September 2009, and the case was converted to a liquidation in Chapter 7 on November 20, 2009. The trustee -- Arturo M. Cisneros -- was investigating the disposition of personal property both before and after the Chapter 11 filing. In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee following issues with his failing to disclose the extent of his business with J.P. Morgan Chase & Co., which happens to be largest creditor in Mr. Dykstra's case. LENOX CONDOMINIUM: Plan Confirmation Hearing Reset Until Thursday ----------------------------------------------------------------- The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York has rescheduled to June 30, 2011, at 10:00 a.m., the hearing to consider the confirmation of The Lenox Condominium LLC's proposed Plan of Reorganization. The hearing was originally scheduled for June 16. At the hearing, the Court will also consider the relief from stay motion by secured creditor Capital One. As reported in the Troubled Company Reporter on Dec. 21, 2010, according to the Disclosure Statement, distributions to creditors will be funded from the sale of the Debtor's condominium units over a two-year period. The net sale proceeds will be used as follows: (a) 82% of the proceeds to Capital One on account of its secured claim; (b) 5% to fund the Unsecured Creditor Fund; (c) fund all other classified or unclassified Claims; and (d) to finally fund sales commissions, marketing costs and general operations. In exchange for the guaranty by Uptown Partners, LLC, the sole member of the Debtor, of the distribution to the unsecured creditors, the holder of the allowed interests will retain its allowed interest in the Debtor in proportion as existed prior to the filing of the case. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/LenoxCondominium_DS.pdf About The Lenox Condominium New York-based The Lenox Condominium LLC is in the real estate development business. It currently is the owner of 18 condominium units in a 77-unit, 12-story, full-service luxury condominium located on Lenox Avenue between 129th Street and 130th Street, in New York, New York. The Debtor's sole member is Uptown Partners LLC, but its day-to-day affairs are managed by its president, Lewis Futterman. The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-11391) on March 17, 2010. Adam Greene, Esq., Robert R. Leinwand, Esq., and Robert M. Sasloff, Esq., at Robinson Brog Leinwand Greene Genovese Gluck. P.C., in New York, represent the Debtor. The Company estimated assets and debts at $10 million to $50 million. LIBERTY ELECTRIC: Moody's Downgrades Credit Facility Rating to B1 ----------------------------------------------------------------- Moody's Investors Service downgraded Liberty Electric Power, LLC's first lien credit facilities including its $325 million (approximately $250 million outstanding) term loan and its $35 million revolving credit facility, both due November 2014, to B1 from Ba3. The rating outlook is stable. RATINGS RATIONALE The rating downgrade reflects a deterioration in the financial prospects for the project that has come primarily as a result of the expiration of its long term hedge while wholesale power prices have remained significantly below original expectations. As a result, Moody's now anticipates approximately 50% of the project's original $325 million credit facility, or approximately $300 / kw, will remain outstanding at the time of its scheduled maturity in November 2014; Liberty's original expectation was that the term loan would be fully repaid from project cash flow. Historically, the project benefited from a well-structured, financially-settled energy hedge that was put in place in conjunction with the 2007 refinancing and covered approximately 95% of capacity through 2010. This hedge expired at the end of 2010 without being extended or replaced. Although near the end of 2010, Liberty entered into several financially settled forward energy sales and gas purchases covering 2011, the positions were put in place at margins significantly below the original hedge, and significantly below 2007 expectations for merchant market sales. In addition, in early 2011, Liberty experienced a significant forced outage event as well as extended planned outages which will result in reduced revenue and cash flow. For the period from 2008 -- 2010 Liberty's earnings and debt service coverage ratios were generally in line with expectations, for example average annual coverage of scheduled first lien debt service (DSCR) was over 2.2 times. Going forward, in a Moody's case that assumes power and gas prices consistent with current forward curves, no additional hedges, an inflation rate of 2.5%, and a plant capacity factor of 60%, the DSCR is expected to remain at or above current levels, improving to over 3.0 times in 2013. These metrics however, are significantly below Liberty's original expectations where the DSCR in 2013 was expected to be over 7.5 times. Moody's also anticipates the ratio of cash flow from operations excluding changes in working capital after funding of the major maintenance reserve (Project FFO) /debt will remain near its current level of 10% until 2013, after which time it is likely to move into the mid-teens. This is also significantly below Liberty's 2007 expectations which included projections of Project FFO/debt in 2011 and 2012 in the range of 25-35%. Although Moody's anticipates modest improvement in metrics after 2011, the improvement remains subject to merchant market conditions, and is therefore still relatively unpredictable. The stable outlook recognizes Liberty's Philadelphia location and its competitive position within PJM east, a transparent and liquid wholesale market that provides some level of stability and predictability via annual capacity auctions where capacity payments are determined three years in advance. The outlook recognizes absence of hedge positions beyond 2011 which leaves the project exposed to merchant risk. The rating considers the current environment of persistently low market energy prices and Moody's view that despite market pressures, over the near-to-medium term the project is likely to demonstrate financial metrics commensurate with its current B1 rating. The outlook further reflects Moody's expectation that the project's recent forced outage was indeed a one-time event, and not symptomatic of a more general underlying maintenance issue and that Liberty will be able to successfully manage its refinancing exposure in advance of the 2014 maturity of its credit facilities. Upward pressure on the rating could develop if Liberty were to be able to enter into additional hedges covering a substantial portion of its capacity at favorable pricing for the remainder of the term of the credit facilities, helping to ensure that only a minimal amount, of debt would need to be refinanced at maturity. Downward rating pressure could develop if the project were to experience a prolonged decline in market energy prices such that the financial metrics fall significantly below current expectations; if Liberty experiences significant unanticipated operating difficulties; or if its costs and expenses rise to levels that would further materially impair its ability to pay down the debt substantially before the maturity. Liberty Electric Power, LLC (Liberty) owns and operates the Liberty Electric Generating Station, a 575 MW (winter capacity) combined-cycle gas turbine located 10 miles from downtown Philadelphia in the PJM East market. Liberty is a wholly-owned indirect subsidiary of investment funds managed by Strategic Value Partners (SVP), which currently oversees interests in over 4,000 MW of US generation assets. The project is managed by Competitive Power Ventures (CPV). The principal methodology used in this rating was Power Generation Projects published in December 2008. LOCAL TV: Moody's Affirms 'Caa1' CFR; Outlook Positive ------------------------------------------------------ Moody's Investors Service changed Local TV Finance, LLC's rating outlook to positive from stable and affirmed the company's existing ratings including its Caa1 Corporate Family Rating and Probability of Default Rating as well as its debt instrument ratings. The outlook change reflects Moody's expectations for improving debt-to-EBITDA ratios as well as other credit metrics over the rating horizon. Loss given default assessments and point estimates were updated to reflect the current debt mix. Issuer: Local TV Finance, LLC -- Corporate Family Rating: Caa1, No Change -- Probability of Default Rating: Caa1, No Change -- $30 million Senior Secured Revolver due 2013: B2, No Change (point estimates updated to LGD 2, 26% from LGD 2, 28%) -- Senior Secured Term loan B due 2013: B2, No Change (point estimates updated to LGD 2, 26% from LGD 2, 28%) -- 9.25%/10% Senior Unsecured PIK Notes due 2015: Caa2, No Change (point estimates updated to LGD 5, 81% from LGD 5, 82%) Outlook Actions Issuer: Local TV Finance, LLC -- Outlook, Changed to Positive from Stable Local TV's Caa1 corporate family rating reflects high leverage with debt-to-EBITDA ratios of 9.1x for the two-years ended March 31, 2011 (including Moody's standard adjustments, or 7.9x net debt-to-EBITDA). Leverage has improved from prior levels due to EBITDA growth from recovery in demand for core advertising as well as the increase in political advertising revenue in 2010. Moody's expects EBITDA for FY2011 to significantly exceed the $31 million reported in FY2009, resulting in two-year debt-to-EBITDA ratios improving further to approximately 7.9x by December 2011 (or approximately 6.7x net debt-to-EBITDA). Moody's believes the company needs to continue reducing debt balances given expected revenue declines in subsequent non-election years and vulnerability to economic cycles. Ratings are supported by good EBITDA margins achieved through cost savings from its operating agreement with FoxCo Acquisition Sub and its management agreement with Tribune Company. Cash balances of a minimum $60 million over the rating horizon provide good liquidity. Moody's notes that annual free cash flow-to-debt ratios of less than 3% for 2011 reflect required cash interest payments on the unsecured PIK notes going forward. Lack of national or regional scale constrains ratings, although the company benefits from a station portfolio with diverse network affiliations and leading audience positions as well as negotiating leverage due to its FoxCo and Tribune agreements. As a television broadcaster, Local TV faces increased competition for advertising dollars due to continued media fragmentation. The positive outlook reflects Moody's view that Local TV will grow revenues and EBITDA (measured over consecutive two year periods) and apply excess cash to reduce debt balances resulting in two year debt-to-EBITDA ratios below 7.0x (including Moody's standard adjustments). The outlook also incorporates the company maintaining good liquidity and generating positive free cash flow, despite the $21 million increase in cash interest payments. Moody's will consider an upgrade if debt repayments result in trailing two-year debt-to-EBITDA ratios trending below 7.0x and the company refinances the majority of its 2013 debt maturities. Local TV would also need to maintain good liquidity including expectations for high single-digit and free cash flow-to-debt ratios. Inability to grow revenues or EBITDA resulting in two-year debt- to-EBITDA ratios (including Moody's standard adjustments) increasing above current levels could result in a downgrade. Weakened liquidity, including negative free cash flow, could also lead to a downgrade. The principal methodology used in rating Local TV was the Global Broadcast Industry Methodology, published June 2008. Formed in early 2007 through the acquisition of nine television stations from the New York Times Company, Local TV Finance, LLC, owns ten television stations located in 8 mid-size markets (DMAs 43 to 100) across the United States. Network affiliations are diversified among 4 CBS stations, 2 ABC, 2 NBC, 1 CW and 1 My station. Local TV's parent company is 95% owned by affiliates of Oak Hill Capital Partners. The company maintains headquarters in Fort Wright, Kentucky and revenue for the twelve months ended March 31, 2011, totaled approximately $180 million. Moody's adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process. The date on which some Credit Ratings were first released goes back to a time before Moody's Investors Service's Credit Ratings were fully digitized and accurate data may not be available. Consequently, Moody's Investors Service provides a date that it believes is the most reliable and accurate based on the information that is available to it. LOS ANGELES DODGERS: Files Ch. 11 to Pursue $3-Bil. Cable TV Deal ----------------------------------------------------------------- Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D. Del. Case No. 11-12010), estimating assets of up to $500 million and debts of up to $1 billion. Team owner Frank McCourt, who signed the Chapter 11 petition, placed the club in bankruptcy after Major League Baseball Commissioner Bud Selig rejected a television deal with News Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll this week. The bankruptcy filing will protect the franchise financially and provide a path that will enable the Club to consummate a media transaction and capitalize the team, the team said in a statement. Mr. Selig last week said the 17-year TV-rights deal, which Mr. McCourt valued at about $3 billion, would harm the franchise in the long term. MLB took over the Dodgers' business operations about two months ago. "The Dodgers have delivered time and again since I became owner, and that's been good for baseball," Mr. McCourt said in a statement. "We turned the team around financially after years of annual losses before I purchased the team. We invested $150 million in the stadium. We've had excellent on-field performance, including playoff appearances four times in seven years. And we brought the Commissioner a media rights deal that would have solved the cash flow challenge I presented to him a year ago, when his leadership team called us a 'model franchise.' Yet he's turned his back on the Dodgers, treated us differently, and forced us to the point we find ourselves in today. I simply cannot allow the Commissioner to knowingly and intentionally be in a position to expose the Dodgers to financial risk any longer. It is my hope that the Chapter 11 process will create a fair and constructive environment to get done what we couldn't achieve with the Commissioner directly." Fox Sports has exclusive cable television rights for Dodgers games until the end of 2013 baseball season. Chapter 11 filings were also made for LA Real Estate LLC, an affiliated entity which owns Dodger Stadium, and three other related holding companies. $3-Bil. TV Rights Deal The LA Dodgers experienced cash flow difficulties in 2010, due to declines in attendance and after failing to reach the playoffs. In 2010, the Debtor sought a $25 million advance of the telecast agreement for the 2011 season. Earlier this year, Mr. McCourt obtained a $30 million personal loan from Fox Sports and used $23.5 million of it to fund the Dodgers' payroll and other expenses, according to court papers. LAD has remained current in its obligations. Dodgers assistant treasurer Jeffrey Ingram though said that LAD is now on the verge of running out of cash, the result of a perfect storm of events. He explained that (i) as the collective bargaining agreement with MLB players is scheduled to expire, about $17 million has been put on reserve, (ii) After paying $10 million in deferred compensation, LAD is required to make another payment of $10.5 million on June 30, 2011, and pre-fund $18 million that is not payable until 2012, (iii) LAD has experienced a significant decline in attendance this year, attributable in part to the Commissioner's appointment of a "monitor" in April 2011, which generated adverse publicity. To generate cash, LAD has focused on monetizing its exclusive cable television rights. Following negotiations, it reached a new deal under which Fox would retain exclusive cable television rights for a period of 17 years, at rates in excess of the rates currently paid under the present deal. The Commissioner, however, refused to approve the deal, prompting LAD to seek bankruptcy protection. "The deal with Fox demonstrates that the Dodgers have enormous value which substantially exceeds the team's current and future liabilities," said Bruce Bennett, Esq., at Dewey & LeBoeuf. "The team is entering the bankruptcy case with enough committed financing to meet all of its short term expenses and to successful reorganize. The media rights will, one way or another, generate enough value to facilitate a reorganization." The Dodgers will pursue a sale of the TV rights while in bankruptcy. The Fox Sports agreement included a $385 million loan, of which $211.5 million was to go toward the team's operations and working capital. "The value of those rights is enormous, and when it is able to unlock that value, LAD will be in a position to satisfy all of its existing claims, pay debts as they become due, and generate a substantial return for its equity holder," the team said. Mr. Selig, however, rejected the deal last week. "It is my conclusion that this proposed transaction with FOX would not be in the best interests of the Los Angeles Dodgers franchise, the game of Baseball and the millions of loyal fans of this historic club," he said. $150 Million in Financing The Los Angeles Dodgers have received a commitment for $150 million in DIP financing from Highbridge Principal Strategies LLC, a unit of JPMorgan Chase & Co. The loan's interest rate is the London interbank offered rate, or Libor, plus 7%, "provided that at no time shall Libor be less than 3 percent." The team said the financing will enable the Dodger organization to fully meet its obligations going forward. There will be no disruption to the Dodgers day-to-day business, the baseball team, or to the Dodger fans. Absent financing, the team doesn't have enough cash to make payroll June 30 and needs access to at least $20 million to do so. "Based on the commissioner's refusal to approve the proposed Fox transaction, LAD does not have sufficient cash on hand to meet substantial payroll expenses that come due on June 30, 2011," the team said. "This is a very expensive loan" for a company like the Dodgers, Bloomberg News quotes Lynn LoPucki, a bankruptcy-law professor at the University of California at Los Angeles. "If the assets are worth the $500 million the debtor claims, repayment is virtually certain." Mr. Ingram said in a court filing that the team had "no adequate alternative," as only Highbridge "was willing to provide a commitment for financing of a sufficient amount and within the debtors' time constraints." According to the Los Angeles Times, MLB is expected to offer alternative financing, on better terms. MLB previously had said it would not provide financing to Mr. McCourt unless he agreed to sell the Dodgers. MLB, Ex-Wife Balk at Bankruptcy Filing "We have consistently communicated to Mr. McCourt that any potential solution to his problems that contemplates mortgaging the future of the Dodgers franchise to the long-term detriment of the club, its loyal fans and the game of baseball would not be acceptable," Mr. Selig said. He added, "My goal from the outset has been to ensure that the Dodgers are being operated properly now and will be guided appropriately in the future for their millions of fans. To date, the ideas and proposals that I have been asked to consider have not been consistent with the best interests of Baseball. The action taken today by Mr. McCourt does nothing but inflict further harm to this historic franchise." Mr. McCourt is fighting with his ex- wife, Jamie, over ownership of the team. A judge last year invalidated an agreement that Mr. McCourt claimed made him the sole owner of the Dodgers, leaving the team's ownership in limbo. Jamie McCourt in their divorce proceedings claimed an ownership interest in the assets of the Debtors. The ex-couple has agreed to a settlement in their divorce proceeding, under which (i) Ms. McCourt agreed to the Fox transaction, (ii) a one-day trial to determine ownership will be held in August, and (iii) if Mr. McCourt prevailed, Ms. McCourt would receive a payment of $100 million, which was to be funded in part from the $385 million loan. "T[he] bankruptcy filing is disappointing and disturbing," David Boies, Esq., a lawyer for Jamie McCourt, said in a statement issued on her behalf. "The rule or ruin philosophy that appears to have motivated today's filing is bad for everyone who cares about, or has an interest in, the Dodgers." Games to Continue Under Chapter 11, the Dodgers will continue to operate in the ordinary course of business. Pursuant to that authority, and additional authority the Dodgers have sought in motions filed with the bankruptcy court: * All salaries of Dodger employees will be paid and all Dodger employee benefits will continue. * The Dodgers will operate within their existing budget to sign and acquire amateur, international and professional players. * Ticket prices will remain the same and purchased tickets will continue to be honored. * All amenities at Dodger stadium will continue in place, and promotions will continue as usual. * Dodger vendors and suppliers will be paid any post-petition amounts in the ordinary course, with the intention of paying any prepetition amounts in full prior to or at the conclusion of the bankruptcy case. About the Los Angeles Dodgers Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a professional major league baseball club in the Los Angeles metropolitan area. McCourt, a Boston real-estate developer who unsuccessfully bid for the Boston Red Sox, bought the Dodgers from Rupert Murdoch's Fox Entertainment Gorup, Inc. in 2004 for $330 million. McCourt also bought the Dodgers Stadium from Fox for $100 million. The Dodgers are members of Major League Baseball's National League West Division. Established in 1883, the team originated in Brooklyn, New York, where it was known by a number of nicknames before becoming the Dodgers definitively by 1932. The team moved to Los Angeles before the 1958 season. They played their first four seasons in Los Angeles at the Los Angeles Memorial Coliseum before moving to their current home of Dodger Stadium, the third- oldest ballpark in Major League Baseball. The Dodgers have a storied history that dates back to the late 1800s. While based in Brooklyn, the Dodgers became the first Major League Baseball team with a black player when Jackie Robinson took the field in 1947. The Dodgers have won six World Series, tied for fifth-most in baseball. The team won its first championship in 1955. The Dodgers recently opened a new state of the art spring facility in Arizona -- a 13,000 person stadium that it shares with the Chicago White Sox. The Dodgers are 35-44 this season, 9-1/2 games behind the San Francisco Giants in the National League West. Manager Joe Torre, who led the team to the National League Championship Series in two of three years at the helm, stepped down after last season. The team is worth about $800 million, making it the third most valuable baseball team after the New York Yankees and the Boston Red Sox, according to Forbes. Manny Ramirez, who last played for the Dodgers in 2010 and retired in April, is identified as the largest unsecured creditor with a claim of about $21 million. Ex-Dodgers player Andruw Jones has a claim of about $11.1 million. The LA Dodgers is the 12th sports team in North America to have sought bankruptcy protection, according to The Wall Street Journal. LOS ANGELES DODGERS: Case Summary & 40 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Los Angeles Dodgers LLC aka LA Team Co. LLC Dodger Stadium 1000 Elysian Park Avenue Los Angeles, CA 90012 Bankruptcy Case No.: 11-12010 Affiliates simultaneously filing Chapter 11 petitions: Entity Case No. ------ -------- Los Angeles Dodgers Holding Company LLC 11-12011 LA Holdco LLC 11-12012 LA Real Estate Holding Company LLC 11-12013 LA Real Estate LLC 11-12014 Type of Business: Los Angeles Dodgers LLC operates a major league baseball team. Chapter 11 Petition Date: June 27, 2011 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Kevin Gross Debtors' Counsel: Donald J. Bowman, Jr., Esq. Robert S. Brady, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR 1000 West Street 17th Floor Wilmington, DE 19801 Tel.: (302) 571-6600 E-mail: bankfilings@ycst.com - and - DEWEY & LEBOEUF LLP Estimated Assets: $500 million to $1 billion Estimated Debts: $100 million to $500 million The petitions were signed by Jeffrey J. Ingram, vice president and assistant treasurer. List of 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Manny Ramirez Contract $20,992,086 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Andruw Jones Contract $11,075,000 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Hiroki Kuroda Contract $4,483,516 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Rafael Furcal Contract $3,725,275 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Chicago White Sox Contract $3,500,000 U.S. Cellular Field 333 West 35th Street Chicago, IL 60616 Theodore Lilly Contract $3,423,077 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Zach Lee Contract $3,400,000 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Kazuhisi Ishii Contract $3,300,000 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Juan Uribe Contract $3,241,758 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Matthew O. Guerrier Contract $3,090,659 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Juan Pierre Contract $3,050,000 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Marquis Grissom Contract $2,719,146 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Jon S. Garland Contract $1,211,538 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Levy Restaurants Trade Debt $588,322 1000 Elysian Park Avenue Los Angeles, CA 90012 Andre E. Ethier Contract $559,066 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Jamey Carroll Contract $508,791 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Alexander Santana Contract $499,500 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Jonathan R. Broxton Contract $423,077 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Chad Billingsly Contract $379,258 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Continental Airlines Trade Debt $339,403 Charter Department 1600 Smith Street, HQSSD Houston, Texas 77002 William Casey Blake Contract $332,418 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 Bank of America Credit Card $316,243 PO Box 15731 Debt Wilmington, DE 19886-5731 Highmark Blue Shield Trade Debt $315,022 P.O. Box 382146 Pittsburg, PA 15250 James A. Loney Contract $294,643 c/o Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, CA 90012 KABC-AM Radio 790 Trade Debt $273,321 Attn: Nancy Calalang- Business Office 3321 South La Cienega Blvd Los Angeles, CA 90016 Office of Finance Tax $240,563 City of Los Angeles (City Business Tax Audit 2007-2009) Matthew R. Kemp Contract $216,944 Rodrigo Barajas Contract $196,429 P2 Promo Trade Debt $175,326 Hong-Chih Kuo Contract $164,698 AVM Systems Trade Debt $160,000 Vincent E. Scully Contract $152,778 Scott McGough Contract $150,300 Raydel Sanchez Contract $125,000 Vicente D. Padilla Contract $120,879 Francisco Villa Contract $80,000 Jesus Valdez Contract $75,000 Chris O'Brien Contract $75,000 Deloitte Tax LLP Trade Debt $74,000 Covington & Burling LLP Trade Debt $73,397 LPATH INC: Five Directors Elected at Annual Meeting --------------------------------------------------- The annual meeting of the stockholders of Lpath, Inc., was held on June 22, 2011. The stockholders (1) elected Jeffrey A. Ferrell, Charles A. Mathews, Scott R. Pancoast, Daniel H. Petree and Donald R. Swortwood to Board Directors and (2) ratified the appointment of Moss Adams, LLP, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2011. About Lpath, Inc. San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. The Company reported a net loss of $4.60 million on $7.83 million of total revenues for the year ended Dec. 31, 2010, compared with net income of $3.98 million on $11.91 million of total revenues during the prior year. The Company's balance sheet at March 31, 2011, showed $22.51 million in total assets, $20.90 million in total liabilities and $1.61 million in total stockholders' equity. As reported by the TCR on March 28, 2011, Moss Adams LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements at the end of 2009. The independent auditors noted that the Company had incurred significant cash losses from operations since inception and expects to continue to incur cash losses from operations in 2010 and beyond. In its audit report for 2010, the auditor did not issue a going concern qualification. LV KAPOLEI: Plan Seeks Loan Extension; Members to Provide Funding ----------------------------------------------------------------- LV Kapolei 54, LLC, has filed with the U.S. Bankruptcy Court for the District of Hawaii, a reorganization plan that contemplates a three-year extension of its $23.5 million loan with Central Pacific Bank. According to the explanatory disclosure statement, the Plan also requires $1.7 million in additional capital sourced from the Debtor's members under a capital contribution funding agreement, under which each equity holder will be allowed an equity interest at these rates: Equity Holder Allowed Equity Interest ------------- ----------------------- Lokahi KBP, LLC 10.000% RSF Kapolei, L.P. 31.333% HG Capital VI, LLC 18.525% HG Capital VII, LLC 38.475% Maui Development Company, Ltd. 1.042% Mark E. Pearson 0.417% BGF&F Kapolei, LLC 0.208% The Plan classifies claims into four classes: a. Class 1 (Allowed CPB Secured Claim) - the CPB Promissory Note and CPB Mortgage will be extended to the 3rd anniversary of the Effective Date. The Debtor will pay monthly interest on the Modified Note on 30th day after the Effective Date at four percentage points over LIBOR until fully paid. b. Class 2 (Allowed General Unsecured) - Holders of Allowed General Unsecured Claims will be paid in full their Allowed Claims with 6% interest per annum in eight equal quarterly installments, beginning on the 90th day after the Effective Date, and ending on the 2nd anniversary of the Effective Date. c. Class 3 (Allowed Subordinated Claims) - Holders of Allowed Subordinated Claims will receive payment in full or pro rata in accordance with return provided them under the Debtor's Operating Agreement, provided that the members of Class 1 and Class 2 have first been paid in full. d. Class 4 (Allowed Equity Interests) - Holders of Allowed Equity Interests in the Debtor are unimpaired and will retain their equity interest in the Debtor in accordance with the terms of the Debtor's Operating Agreement. The Debtor will continue the marketing and sale of the remaining condominium units until all units are sold and the proceeds distributed in accordance with the Plan. The hearing for the motion to approve the Debtor's disclosure statement is scheduled on July 18, 2011, at 2:00 p.m. About LV Kapolei San Francisco, California-based LV Kapolei 54, LLC, is developing the 54-acre Kapolei Business Park in Hawii. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No. 11-00981) on April 8, 2011. James A. Wagner, Esq., at Wagner Choi & Verbrugge, serves as the Debtor's bankruptcy counsel. The Debtor disclosed $35,162,973 in assets and $23,955,318 in liabilities as of the chapter 11 filing. M & B INVESTMENT: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: M & B Investment Corporation 3007 Ripplewood Drive Seffner, FL 33584 Bankruptcy Case No.: 11-12061 Chapter 11 Petition Date: June 24, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: David W. Steen, Esq. DAVID W. STEEN, P.A. 13902 N. Dale Mabry Highway, Suite 110 Tampa, FL 33618 Tel: (813) 251-3000 Fax: (813) 251-3100 E-mail: dwsteen@dsteenpa.com Scheduled Assets: $1,861,984 Scheduled Debts: $3,905,827 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/flmb11-12061.pdf The petition was signed by Brenda Ficken, president. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Brenda Ficken 10-08067 04/07/10 MAJESTIC CAPITAL: U.S. Trustee Appoints 3-Member Creditors' Panel ----------------------------------------------------------------- Tracy Hope Davis, United States Trustee for Region 3, under 11 U.S.C. SEC 1102(a) and (b), appointed the following amended unsecured creditors who are willing to serve on the Official Committee of Unsecured Creditors of Majestic Capital, Ltd., fdba CRM Holdings, Inc. The Creditors Committee members are: 1. BNY Mellon Trust Company, NA 101 Barclay Street - 8 West New York, NY 10286 ATTN: Alex Chang Vice President Tel: (212) 815-2816 Fax: (732) 667-9384 2. Wilmington Trust Company Trustee 1100 N. Market Street Wilmington, DE 19890-1615 ATTN: Suzanne Mac Donald Vice President Tel: (302) 636-6530 Fax: (302) 636-4149 3. Oakwood Partners, LLC P.O. Box 1580 Poughkeepsie, NY 12601 ATTN: David S. Kaminski Asset Manager Tel: (845) 463-1701 Fax: (845) 463-0712 Headquartered in Poughkeepsie, New York City, Majestic Capital, Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection (Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011. Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case Nos. 11-36221 - 11-36234) on April 29, 2011. Bankruptcy Judge Cecelia G. Morris presides over the case. Thomas Genova, Esq., at Genova & Malin, Attorneys represents the Debtors in their restructuring effort. Murphy & King, P.C. serves as the Debtors' co-counsel. The Debtors tapped Michelman & Robinson, LLP, as special counsel, and Day Seckler, LLP, as accountants and financial advisors. The Debtor disclosed $436,191,000 in assets and $421,757,000 in liabilities as of Dec. 31, 2010. MCINTOSH BANCSHARES: Sold Unit to Bank Prior to Receivership ------------------------------------------------------------ McIntosh Bancshares, Inc., on June 16, 2011, entered into a Stock Purchase Agreement with United Bank, based in Zebulon, Georgia, pursuant to which the Company sold to United Bank all of the issued and outstanding common stock of its wholly-owned subsidiary, McIntosh Financial Services, Inc., for aggregate cash consideration of $75,375. The net proceeds of the sale were paid to the Pension Benefit Guaranty Corporation as negotiated consideration for a release of MFS's liability as a co-sponsor of the Company's pension plan. The transaction was consummated on June 17, 2011. On June 17, 2011, the Georgia Department of Banking and Finance closed McIntosh State Bank, which is a wholly owned banking subsidiary of McIntosh Bancshares, Inc., and the Federal Deposit Insurance Corporation was named as the receiver of the Bank. In connection with the closure of the Bank, the FDIC issued a press release, dated June 17, 2011, announcing that: * The FDIC entered into a purchase and assumption agreement with Hamilton State Bank to assume all of the deposits of the Bank. Accordingly, all depositors of the Bank, including those with deposits in excess of the FDIC's insurance limits, will automatically become depositors of Hamilton State Bank for the full amount of their deposits, and they will continue to have uninterrupted access to the Bank's deposits. Depositors will continue to be insured with Hamilton State Bank, so there is no need for customers to change their banking relationship to retain their deposit insurance. * Beginning on Saturday, June 18, 2011, the offices of the Bank will open for business as branches of Hamilton State Bank. * In addition to assuming all of the deposits of the Bank, Hamilton State Bank purchased essentially all of the Bank's assets pursuant to a loss-share transaction of approximately $242.1 million of the Bank's assets. The loss-share transaction provides for Hamilton State Bank and the FDIC to share in the losses on the assets covered under this agreement. * Customers who have questions about the foregoing matters, or who would like more information about the closure of the Bank, can visit the FDIC's Web site at http://is.gd/rt3Bn2 or call the FDIC toll-free at (800) 913-5370. About McIntosh Bancshares Jackson, Ga.-based McIntosh Bancshares, Inc., operates as the bank holding company for McIntosh State Bank that provides commercial banking products and services to individuals and corporate customers in Georgia. MEM INVESTMENTS: Plan Documents Have Inconsistencies ---------------------------------------------------- Bankruptcy Judge Thomas J. Tucker directed MEM Investments, LLC, and its affiliated debtor-entities to amend their "Third Amended Combined Joint Plan of Reorganization and Disclosure Statement Under Chapter 11 of the Bankruptcy Code" filed June 7, 2011. Judge Tucker said he cannot grant preliminary approval of the disclosure statement, citing problems which the Debtors must correct. Among other things, Judge Tucker said the description of the treatment of Class E-1 Equity Interests is inconsistent. Article III of the Plan states that this class is "Not Impaired -- Deemed to Accept." This is consistent with Paragraph C.2 of the Disclosure Statement, which states that Class E-1 Equity Interests is "Unimpaired/Deemed to Accept." However, both of these provisions are inconsistent with Paragraph 4.5(a) of the Plan, which states that "Class E-1 is impaired by the Plan. The holders of Equity Interests in the Debtors are conclusively presumed to have voted to reject the Plan and, accordingly, they are not entitled to vote to accept or reject the Plan." The Debtors also must delete the phrase "New Money Alternative", because there is no longer a "New Money Alternative." The amendments were due by June 23, 2011. A copy of the Court's June 20, 2011 Order is available at http://is.gd/Fen5fcfrom Leagle.com. About MEM Investments MEM Investments, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 10-67143) on Aug. 30, 2010. The case is being jointly administered with the cases of Post Six, Inc. (Case No. 10-67149); S&J Post, Inc. (Case No. 10-67151); Real Entertainment, LLC (Case No. 10-67153); The Elephant, Inc. (Case No. 10-67154); Entertainment Holdings, LLC (Case No. 10-67155); and BCB Development Associates, LLC (Case No. 10-67162). MEM INVESTMENTS: CB 2010's Plan Documents Have Deficiencies ----------------------------------------------------------- Bankruptcy Judge Thomas J. Tucker directed CB 2010, LLC, the assignee of the claims of Citizens Bank, amend its Combined Plan and Disclosure Statement filed June 9, 2011, in the bankruptcy cases of MEM Investments LLC. Judge Tucker cited problems in the disclosure statement that CB 2010 must correct. Among others, CB 2010 must estimate the total amount of fees that will be owing to Honigman, Miller, Schwartz and Cohn, LLP. CB 2010 also must revise the provision regarding "Effect of Confirmation" so that it states in its entirety: E. Effect of confirmation If the Plan is confirmed by the Court: 1. Its terms are binding on the debtor, all creditors, shareholders and other parties in interest, regardless of whether they have accepted the Plan. 2. Except as provided in the Plan and in 11 U.S.C. Section 1141(d): In the case of a corporation that is liquidating and not continuing its business, as with this Plan: (1) Claims and interests will not be discharged. (2) Creditors and shareholders will not be prohibited from asserting their claims against or interests in the debtor or its assets. The plan amendments were due June 23, 2011. A copy of the Court's June 20, 2011 Order is available at http://is.gd/GqmfNVfrom Leagle.com. About MEM Investments MEM Investments, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 10-67143) on Aug. 30, 2010. The case is being jointly administered with the cases of Post Six, Inc. (Case No. 10-67149); S&J Post, Inc. (Case No. 10-67151); Real Entertainment, LLC (Case No. 10-67153); The Elephant, Inc. (Case No. 10-67154); Entertainment Holdings, LLC (Case No. 10-67155); and BCB Development Associates, LLC (Case No. 10-67162). MERIT GROUP: Court Approves McNair Law as Bankruptcy Counsel ------------------------------------------------------------ The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the District of South Carolina authorized the Merit Group Inc. and its debtor-affiliates to employ McNair Law Firm PA as their bankruptcy counsel. The firm's customary hourly rates are: Shareholders and counsel $250 - $500 Associates, of counsel and special counsel attorneys $160 - $350 Paralegals $100 - $140 Law clerks $70 - $90 Michael Beal, Esq., a shareholder at McNair, attests that his firm is a "disinterested person" as that term is defined by Section 101(14) of the Bankruptcy Code. Mr. Beal discloses that in the 90 days prior to the petition date, McNair received $341,000 as retainer in connection with preparing for and conducting the Chapter 11 filings. McNair has applied $223,668 of that retainer to its prepetition bankruptcy fees and expenses. It is holding the balance of $117,331 in its retainer account. Mr. Beal can be reached at: Michael M. Beal, Esq. McNAIR LAW FIRM, PA 1221 Main Street, Suite 1800 PO Box 11390 Columbia, SC 29211 Tel: (803) 799-9800 Fax: (803) 753-3278 E-mail: mbeal@mcnair.net mweaver@mcnair.net About Merit Group Based in Spartanburg, South Carolina, The Merit Group Inc., formerly Lancaster Distributing Company, serves as one of the leading paint sundries distributors in the United States. Its markets also include Mexico, the Caribbean Islands, Central America and South America. Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D. S.C. Lead Case No. 11-03216) on May 17, 2011. Judge Helen E. Burris presides over the case. The Debtors selected Kurtzman Carson Consultants LLC as their claims agent; Alvarez & Marsal North America LLC, restructuring consultants; Morgan Joseph TriArtisan LLC, investment banker. In its petition, Merit Group estimated assets of $1 million and $10 million and debts between $50 million and $100 million. DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. MERIT GROUP: Court Approves Cole Schotz as Committee's Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the District of South Carolina authorized the Official Committee of Unsecured Creditors of the Chapter 11 cases of the Merit Group Inc. and its debtor-affiliates to retain Cole, Schotz, Meisel, Forman & Leonard, P.A., as counsel effective as of May 25, 2011. According to the Troubled Company Reporter on June 9, 2011, as the Committee's counsel, the firm will, among other things: (a) advise the Committee with respect to its rights, duties and powers in these chapter 11 cases; (b) assist and advise the Committee in its consultations with the Debtors relative to the administration of these chapter 11 cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and of the operation of the Debtors' businesses; and (e) assist the Committee in its investigation of the liens and claims of the Debtors' pre-petition lender and the prosecution of any claims or causes of action revealed by such investigation. Compensation will be payable to Cole Schotz on an hourly basis, plus reimbursement of actual, necessary expenses incurred by the firm. The attorneys presently designated to have primary responsibility in representing the Committee, and their standard hourly rates, are: Irving E. Walker, Esq. $535.00 G. David Dean, Esq. $350.00 Gary Leibowitz, Esq. $425.00 The firm's current hourly rates are: Designations Hourly Rates ------------ ------------ Members and Special Counsel $350 to $750 Associates $210 to $380 Paralegals $170 to $235 G. David Dean, Esq., a partner of Cole, Schotz, Meisel, Forman & Leonard, P.A., attested that his firm is a "disinterested person" as that term is defined by Section 101(14) of the Bankruptcy Code. About Merit Group Based in Spartanburg, South Carolina, The Merit Group Inc., formerly Lancaster Distributing Company, serves as one of the leading paint sundries distributors in the United States. Its markets also include Mexico, the Caribbean Islands, Central America and South America. Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D. S.C. Lead Case No. 11-03216) on May 17, 2011. Judge Helen E. Burris presides over the case. Michael M. Beal, Esq., McNair Law Firm PA, represents the Debtors. The Debtors selected Kurtzman Carson Consultants LLC as their claims agent; Alvarez & Marsal North America LLC, restructuring consultants; and Morgan Joseph TriArtisan LLC, investment banker. In its petition, Merit Group estimated assets of $1 million and $10 million and debts between $50 million and $100 million. DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. MERIT GROUP: Court Approves J.H. Cohn as Panel's Financial Advisor ------------------------------------------------------------------ The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the District of South Carolina authorized the Official Committee of Unsecured Creditors of the Chapter 11 cases of the Merit Group Inc. and its debtor-affiliates to retain J.H. Cohn LLP as financial advisor. According to the Troubled Company Reporter on June 9, 2011, J.H. Cohn will, among other things: (a) Review of all financial information prepared by the Debtors or their consultants as requested by the Committee, including, but not limited to, a review of Debtors' key motions to identify case strategy issues; (b) Gain an understanding of the Debtors' assets; (c) Review the Debtors' debtor-in-possession/cash collateral budget; (d) Establish reporting procedures that will allow for the monitoring of the Debtors' activities; and (e) Prepare preliminary dividend analysis to determine potential return to unsecured creditors. J.H. Cohn will charge a flat monthly fee for its services: (a) $15,000.00 for May 2011; (b) $40,000.00 per month for the period June 1, 2011 through a closing on a sale of the Debtors' assets pursuant to section 363 of Bankruptcy Code (prorated if such Sale closes in the middle of a month); and (c) $10,000 per month for monitoring activities after the Sale closes. Clifford A. Zucker, CPA, a partner of J.H. Cohn LLP, assured the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. About Merit Group Based in Spartanburg, South Carolina, The Merit Group Inc., formerly Lancaster Distributing Company, serves as one of the leading paint sundries distributors in the United States. Its markets also include Mexico, the Caribbean Islands, Central America and South America. Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D. S.C. Lead Case No. 11-03216) on May 17, 2011. Judge Helen E. Burris presides over the case. Michael M. Beal, Esq., McNair Law Firm PA, represents the Debtors. The Debtors selected Kurtzman Carson Consultants LLC as their claims agent; and Morgan Joseph TriArtisan LLC, investment banker. In its petition, Merit Group estimated assets of $1 million and $10 million and debts between $50 million and $100 million. DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. MERIT GROUP: Has Final Approval for $55-Mil. of DIP Financing ------------------------------------------------------------- The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the District of South Carolina authorized the Merit Group Inc. and its debtor-affiliates to access $55 million in postpetition financing from Regions Bank. The Court also authorized the Debtors to use cash collateral. According to the Debtors, their need to use Cash Collateral and to obtain DIP facility is immediate and critical to enable the Debtors to continue operations and to administer and preserve the value of their estates. The ability of the Debtors to finance their operations, maintain business relationships with their vendors, suppliers, and customers, to pay their employees, and otherwise finance their operations requires the availability of working capital from the DIP facility and the use of cash collateral as provided herein, the absence of which would immediately and irreparably harm the Debtors, their estates, their creditors, and their equity holders. The Debtors said they do not have sufficient available sources of working capital and financing to operate their businesses or maintain their properties in the ordinary course of business without the DIP facility and authorized use of cash collateral. The Debtors granted the lender perfected security interests in and liens of the Debtors' property as adequate protection. As of the petition date, there was outstanding under the pre- petition loan facility owed to the lender: a) revolving credit loans in the approximate principal amount of $47,286,000; b) term loans in the approximate principal amounts of $916,679, $794,428; c) reimbursement obligations for any draws made upon letters of credit issued by the pre-petition Lender, for the account of the Debtors, in the aggregate face amount of approximately $590,000; d) interest rate hedging obligations having an aggregate exposure to the Debtors of approximately $120,000, $413,000, and $987,700; and e) corporate credit card debt in amounts that fluctuate daily. Based in Spartanburg, South Carolina, the Merit Group Inc. formerly Lancaster Distributing Company filed for Chapter 11 bankruptcy protection (Bankr. D. S.C. Lead Case No. 11-03216) on May 17, 2011. Judge Helen E. Burris presides over the case. Michael M. Beal, Esq., McNair Law Firm PA, represents the Debtors. The Debtors selected Kurtzman Carson Consultants LLC as their claims agent; Alvarez & Marsal North America LLC, restructuring consultants; Morgan Joseph Triarisan LLC, investment banker. The Debtors estimated assets of $1 million and $10 million and debts between $50 million and $100 million. METHODIST HOSPITAL: Moody's Places Ba3 Bond Rating on Watchlist --------------------------------------------------------------- Moody's Investors Service has placed the Ba3 rating of Methodist Hospital on review, direction uncertain, affecting $69.3 million in rated debt outstanding. SUMMARY RATINGS RATIONALE The Watchlist action is prompted by the lack of issuer information regarding operations, strategy and status of disproportionate share funding. Moody's notes the improvement in operating performance and liquidity growth in fiscal years 2009 and 2010. If the information is not obtained within the next 60 days, Moody's will take appropriate rating action which could include the withdrawal, raising or lowering of the rating. The principal methodology used in this rating was Not-for-Profit Hospitals and Health Systems published in January 2008. Moody's adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process. The date on which some Credit Ratings were first released goes back to a time before Moody's Investors Service's Credit Ratings were fully digitized and accurate data may not be available. Consequently, Moody's Investors Service provides a date that it believes is the most reliable and accurate based on the information that is available to it. MIDDLESEX COUNTY: Moody's Maintains B3 Rating on Sr. Revenue Bond ----------------------------------------------------------------- Moody's Investors Service maintained the B3 rating and the negative outlook on the Middlesex County Improvement Authority's Heldrich Hotel's $29.8 million 2005 Series A and $2.8 million 2007 Series A senior revenue bonds. The rating reflects the continued weak operational and financial performance of the Hotel and Moody's opinion that performance will continue to face over the near to medium term. The negative outlook is based on the instability of the hotel's occupancy and daily rates, as well as the narrow cash balances remaining after meeting debt service payments and the depleted the FF&E reserve. What could change the rating - UP Improved and sustainable occupancy rates resulting in higher RevPAR resulting in stronger debt service coverage margins could put upward pressure on the ratings. What could change the rating - DOWN Downward pressure on the ratings would occur if occupancy rates and average daily room rates continue to decline and fail to reach the forecasted levels. Ratings may decline multiple notches if the hotel misses its senior debt payment, uses its senior debt service reserve fund, and/or if the senior bondholders decide to accelerate the debt payment or sign a forbearance agreement. Recent Developments The hotel is still struggling to stabilize its occupancy rates and increase its average daily rate back to its original projections, however the demand decline has slowed down and there have been improvements in the hotel's group rates. At the time of the last rating committee in July 2009, the hotel forecasted to finish the year with a 57% occupancy and a $147 average daily rate with $151 for groups and $116 for transient customers. The hotel finished 2010 with the same 57% occupancy rate, however it experienced a 7.7% decline on its group rate and reduced the group rate to $139; the transient group rate stayed the same. As of April 30, 2011, the hotel's average group rate remained at $140 and increased to $124 for the transient rate and resulting in a 52% occupancy rate. These figures compare well to year to date April 2010 figures, since the hotels toughest months to operate are in first quarter. The 2011 proposed budget assumes that the year-end occupancy rate will be 61% and the group rate will increase to $146, while the transient rate will be at $121. The hotel's group bookings are increasing while the cancellations are declining, however this might be due to the fact that the booking window has been shorten throughout the sector. Nevertheless, the management has been active on their marketing plans and the hotel already has already 14 weddings booked for 2012, compared to 42 in 2010. The hotel also significantly increased its catering revenue to close to $2 million in 2011 (year to date) from $1.2 in 2008. The revenue from the top 10 accounts has improved since 2009 however it is still lower than 2008. On July 1, 2010, after the Series A 2005 and 2007 interest payments, the hotel's cash balance was approximately $9 thousand and it had $2 million in its senior debt service reserve fund. The Series B subordinate debt service payment of approximately $1.16 million was paid with the remaining reserves, which left the subordinate debt service reserve with approximately $140 thousand outstanding. For the Series C junior debt payments, the hotel only had $36 thousand in the junior lien reserve and therefore could not pay the full $120 thousand junior debt service payment. Series B and Series C bonds are not rated by Moody's. For the upcoming July 2011 interest payment of $ 795,929, the hotel has accumulated $ 829,327, which will leave a remaining cash balance of $33,398. The management is expecting to have sufficient cash flow for its January 2012 principal and interest payment of $1,465,929 with $189,735 left over. However given the narrow margin, any shortfall on the monthly revenues can cause a dip into hotel's senior debt service reserve fund. The hotel will not have enough cash flow to pay for its subordinate and junior debt service payments for 2011 and is not expecting to pay until starting 2013-2014. As of June 2011, the senior debt service reserve fund for the hotel is at its required amount of $2 million, while the ramp up and operating reserves had been depleted and have not been replenished. The subordinate and junior lien bonds debt service reserve funds have also been drawn on to pay debt service. Subordinate or junior lien bondholders can not trigger a default on the senior lien bonds if cash flows are not sufficient to cover subordinate or junior lien debt service. In addition, the subordinate and junior lien bondholders cannot accelerate payment without full payment of the senior bonds. After the first year of operations, the hotel's senior furniture, fixtures and equipment (FF&E) reserves were depleted and have not been replenished. As a result, the hotel is operating under a technical default according to the indenture. Management expects to fund the renewal and replacement reserve according to a revised schedule, which has been discussed with bondholders. Management has frequent conference calls with the bondholders and publishes monthly operating and financial reports through the Municipal Securities Rulemaking Board through the Electronic Municipal Market Access (emma.msrb.org) platform. Accordingly the hotel's performance and cash position are frequently updated and transparent. The project is a hotel/conference center that consists of 235 guest rooms and suite hotels, a full service restaurant and lounge, 500 seat ballroom, ground floor retail space, and a 50,000 square foot conference center and 30,000 square foot office and instructional space, which is leased by The Bloustein School of Planning and Public Policy and The John J. Heldrich Center for Workforce Development of Rutgers, The State University. The project primarily serves the business meeting market, representing numerous large corporations and corporate headquarters located in the corridor from New York to Philadelphia. The last rating action was taken in July 2009 when the rating was downgraded to B3 from B1 and assigned a negative outlook. The principal methodology used in this rating was Generic Project Finance Methodology published in December 2010. MP-TECH AMERICA: Taps Finley Colmer as Financial Advisor -------------------------------------------------------- MP-Tech America, LLC, asks the U.S. Bankruptcy Court for the Middle District of Alabama for permission to employ Finley, Colmer and Company as financial advisor/broker. Finley Colmer will, among other things: -- market all of the Debtor's operating assets; and -- complete the marketing within four to five weeks from the date of the engagement. The marketing effort is designed to determine if there are any other qualified bidders to purchase the Debtor's operating assets as a going concern within the shortest reasonable time. Finley Colmer will be paid a fee based on its hourly rate which are reduced hourly rates for this engagement. To the best of the Debtor's knowledge, Finley Colmer is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About MP-Tech America 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. The Debtor is represented by Michael A. Fritz, Sr., Esq., at Fritz Hughes & Hill, LLC, in Montgomery, Alabama, and Joseph J. Burton, Jr., Esq., at Burton & Armstrong, LLP, in Atlanta, Georgia. EXIM Bank, Venture Express, Woori Bank, Sunkyoung, ICS & M, Inc., and Midsouth Employee Services Corp. were appointed members to the Official Committee of Unsecured Creditors. The Committee is represented by Clark R. Hammond, Esq., and Lindan J. Hill, Esq., at Johnston Barton Proctor & Rose LLP, in Birmingham, Alabama. NEBRASKA BOOK: Files for Chapter 11 to Restructure $450-Mil. Debt ----------------------------------------------------------------- NBC Acquisition Corp. and its subsidiaries, including Nebraska Book Company reached an agreement that will substantially reduce debt at the parent company level and position itself for future growth. NBC, NBC Acquisition, NBC Holdings and the subsidiaries of the Company will implement the restructuring agreement as part of a chapter 11 case in the U.S. Bankruptcy Court for the District of Delaware. The Company reached an agreement in principle with (a) more than 95% in principal amount of its 8.625% Senior Subordinated Notes due 2012 (the "Senior Subordinated Notes") and (b) the holders of more than 75% in principal amount of NBC Acquisition's 11% Senior Discount Notes due 2013 (the "Senior Discount Notes") that would restructure approximately $450 million of outstanding loans and bonds of NBC Acquisition and its subsidiaries, including the elimination of up to $77 million of debt at the NBC Acquisition level. "This agreement solves balance sheet issues we have been addressing for months; we are clearing a path toward continued growth," said Barry Major, the Company's President. The chapter 11 filing includes key initiatives to ensure there is little or no impact on NBC's operations, employees and customers. "It will remain business as usual, and we will continue to move forward armed with a number of great strategies that will continue to make us a market force," said Major. "This process will not interrupt our focus on our primary goals, providing the superior products and services that our customers have come to expect from NBC." Company operations will continue as usual throughout this process. As of June 26, 2011, the Company has more than $20 million in cash on hand, and it has secured commitments for $200 million in debtor-in-possession financing to support both the restructuring and operations. The Company also recently released its fiscal 2011 financial results, which reported revenues of approximately $598 million and Earnings Before Interest, Taxes, Depreciation and Amortization, (EBITDA), after adding back a non-cash goodwill charge and certain other costs associated with its restructuring activities, of more than $60 million. "While those are not the highest operating results that the Company has ever reported, it is still a solid year of revenue and cash flow," said Major. Major went on to say that the Company has become stronger over the course of the last 12-18 months with many successful initiatives, including streamlining its retail division to enhance customer service, integrating certain operations to gain greater efficiencies and adjusting the Company's workforce in select areas to be more properly staffed. "While these measures have positioned us for greater profitability, we anticipate the recapitalization will give us the financial flexibility we need to continue to execute our business plan going forward and aggressively grow our business," said Major. From an accounting standpoint, NBC Acquisition Corp. reported a loss of $98 million. However, the majority of the loss is due to an $89 million write-down of its goodwill intangible assets. It is important to note that while accounting conventions require the charge, this write-down does not affect cash flows. The full implementation of the restructuring is dependent upon a number of factors, including the filing of a plan of reorganization, obtaining Bankruptcy Court approval of a disclosure statement, and confirmation and consummation of the plan of reorganization in accordance with the provisions of the Bankruptcy Code. About Nebraska Book Nebraska Book Company -- http://www.nebook.com/ began in 1915 with a single bookstore near the University of Nebraska campus and now operates over 290 stores serving colleges and universities with more than two million students. The Textbook Division serves more than 2,500 bookstores through the annual sale of over six million textbooks, and the Complementary Services Division has installed more than 1,600 technology platforms and e-commerce sites. NEBRASKA BOOK: Summary and Outline of $200MM JPMorgan DIP Facility ------------------------------------------------------------------ Nebraska Book Company Inc. and its debtor-affiliates will appear before Judge Peter J. Walsh at 3:00 p.m. today in Wilmington, Delaware, to seek interim approval of a one-year, $200 million postpetition secured financing arranged by JPMorgan Securities LLC to fund their operations while in Chapter 11 bankruptcy. At the hearing, the Debtors will also seek authority to use cash on hand and others that constitute cash collateral securing their obligations to their prepetition lenders. The DIP financing consists of a $75 million revolving loan and a $125 million term loan. The Debtors may draw $125 million in the interim. The DIP loan will mature on the first anniversary of its closing date. JPMorgan Chase Bank N.A. serves as administrative agent under the DIP facility. The Debtors have prepared a 13-week cash flow forecast. The Debtor anticipate total receipts of $215,557,000 and total disbursements of $238,239,000 during the period. Including the DIP facility, the Debtors expect to end the period with $139,469,000 in liquidity. As of the petition date, the Debtors have roughly $450 million in funded debt and related obligations, consisting of secured obligations of $226.3 million under their prepetition first lien facility and second lien notes, and unsecured obligations. The Debtors propose to provide adequate protection to their prepetition lenders in exchange for incurring the DIP loans and using the cash collateral. The DIP facility requires the Debtors to pay a host of fees. At Tuesday's hearing, the Debtors will seek permission to keep a fee letter with JPMorgan under seal and confidential. The DIP facility also impose covenants for the Debtors. Specifically, the Debtors covenant with the DIP lenders not to permit liquidity for any period of five consecutive business days to be less than $20,000,000. The Debtors also won't permit Consolidated EBITDA for any period beginning July 1, 2011, to be less than: Month Minimum Consolidated EBITDA ----- --------------------------- July 2011 $3,500,000 August 2011 $35,000,000 September 2011 $40,000,000 October 2011 $35,000,000 November 2011 $35,000,000 December 2011 $35,000,000 January 2012 $65,000,000 February 2012 $60,000,000 March 2012 $55,000,000 April 2012 $55,000,000 May 2012 $55,000,000 June 2012 $55,000,000 JPMorgan Chase Bank N.A. is represented by: Mark D. Collins, Esq. Lee E. Kaufman, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com kaufman@rlf.com - and - Peter V. Pantaleo, Esq. Samantha S. Braunstein, Esq. SIMPSON THACHER & BARTLETT LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 455-2220 Facsimile: (212) 455-2502 E-mail: ppantaleo@stblaw.com sbraunstein@stblaw.com J.P. Morgan Investment Management Inc. is represented by: Charlene D. Davis, Esq. Justin R. Alberto, Esq. BAYARD, P.A. 222 Delaware Avenue, Suite 900 Wilmington, DE 19899 Telephone: (302) 655-5000 Facsimile: (302) 658-6395 E-mail: cdavis@bayardlaw.com jalberto@bayardlaw.com - and - Marc Abrams, Esq. Rachel C. Strickland, Esq. Jennifer J. Hardy, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, NY 10019-6099 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 E-mail: mabrams@willkie.com rstrickland@willkie.com jhardy@willkie.com An ad hoc committee of holders of more than 50% of the Debtors' Second Lien Notes is represented by: Edward Weisfelner, Esq. Steven D. Pohl, Esq. BROWN RUDNICK Seven Times Square New York, NY 10036 Tel: 212-209-4800 Fax: 212-209-4801 E-mail: eweisfelner@brownrudnick.com spohl@brownrudnick.com An ad hoc committee of holders of the Debtors' 8.625% unsecured notes are represented by: Matthew Barr, Esq. Samuel Khalil, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP One Chase Manhattan Plaza New York, NY 10005-1413 NEBRASKA BOOK: Case Summary & List of 30 Largest Unsec. Creditors ----------------------------------------------------------------- Debtors filing separate Chapter 11 petitions: Entity Case Number ------ ----------- Net Textstore LLC 11-12002 Campus Authentic LLC 11-12003 NBC Textbooks LLC 11-12004 Nebraska Book Company, Inc. 11-12005 NBC Holdings Corp. 11-12006 Specialty Books, Inc. 11-12007 NBC Acquisition Corp. 11-12008 College Bookstores of America, Inc. 11-12009 Debtors' Address: 4700 South 19th Street Lincoln, NE 168512 Chapter 11 Petition Date: June 27, 2011 Court: U.S. Bankruptcy Court District of Delaware Judge: Hon. Peter J. Walsh Debtor's Counsel: Marc Kieselstein, P.C., Esq. Chad J. Husnick, Esq. Daniel R. Hodgman, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 - and - Laura Davis Jones, Esq. James E. O'Neill, Esq. Peter J. Keane, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 Restructuring Advisors: AlixPartners LLC Investment Bankers: Rothschild, Inc. Auditors: Deloitte & Touche LLP DIP Lender: JP Morgan Chase Bank, N.A. Claims Agent: Kurtzman Carson Consultants LLC Total Assets: $657,215,757 Total Debts: $563,973,688 The petition was signed by Alan G. Siemek, Chief Financial Officer, Senior Vice President, Treasurer, and Assistant Secretary. Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Amount of Claim ------ --------------- --------------- BNY Midwest Trust Company, Bond Debt $179,234,635.42 as Trustee Two North LaSalle Street Suite 1020 Chicago, IL 60602 Tel: (312) 827-8500 Fax: (212) 809-9528 BNY Midwest Trust Company, Bond Debt $79,376,305.56 as Trustee Two North LaSalle Street Suite 1020 Chicago, IL 60602 Tel: (312) 827-8500 Fax: (212) 809-9528 Pearson Education Inc. Trade Debt $4,904,841.88 PO Box 409496 Atlanta, GA 30384-9496 Tel: (800) 848-9500 Fax: (303) 873-7449 Cengage Learning Trade Debt $2,013,386.52 Global Rights & Permission PO Box 7lO74 Chicago, IL 60694-1074 Tel: (800) 730-2214 Fax: (800) 487 -8488 Elsevier Inc. Trade Debt $510,457.17 PO Box 0848 Carol Stream, IL 60132-0848 Tel: (408) 848-1063 Fax: (212) 633-3990 McGraw-Hill Inc. Trade Debt $490,840.80 PO Box 7247-7020 Philadelphia, PA 19170-7020 Tel: (609) 426-5904 Fax: (614)759-3749 Missouri Book Services Trade Debt $386,858.90 PO Box 502335 St Louis, MO 63150-2335 Tel: (800) 325-3216 Fax: (573) 446-5256 U.S. Bank Trade Debt $323,314.30 PO Box 790428 St Louis, MO 63179-0428 Tel: (866) 274-5898 Fax: (866) 851-7347 MPS Trade Debt $300,931.70 Accounts Receivable PO Box 930668 Atlanta, GA 31193-0668 Tel: (888) 330-8477 Fax: (540) 672-7540 Matthews Book Company Trade Debt $154,613.20 PO Box 501195 St Louis, MO 63150-1195 Tel: (314) 432-1400 Fax: (314) 432-7044 Russell Athletic Trade Debt $126,132.08 PO Box 102614 Atlanta, GA 30368-0614 Tel: (205) 329-4923 Fax: (270) 781-6588 Douglas Stewart Co. Trade Debt $123,319.23 Dept 7215 Carol Stream, IL 60122-7215 Tel: (800) 279-2795 Fax: (608) 221-5217 Tichenor College Trade Debt $123,151.81 Textbook Company PO Box 669 Bloomington, IN 47402-0669 Tel: (800) 367-4002 Fax: (800)331-7690 Group Transportation Trade Debt $118,751.43 Services 5876 Darrow Road Hudson, OH 44236-3864 Tel: (800) 689-6255 Fax: (330) 342-8701 John Wiley & Sons Inc. Trade Debt $114,327.09 PO Box 416502 Boston, MA 02241-6502 Tel: (732) 302-2247 Fax: (201)748-6088 QTI - Powers Trade Debt $96,118.72 300a S. Valley Mills Dr Waco, TX 76710-7348 Tel: (254) 662-3076 Fax: (254) 756-1324 Vista Higher Learning Trade Debt $95,688.44 31 St James Ave Suite 1005 Boston, MA 02116 Tel: (800) 618-7375 Fax: (617) 426-5215 Jostens Trade Debt $91,266.68 21336 Network Place Chicago, IL 60673-1213 Tel: (800) 854-7464 Fax: (507) 455-6384 Nike USA Inc. Trade Debt $79,555.59 PO Box 277482 Atlanta, GA 30384-7482 Tel: (949) 768-4000 Fax: (949) 472-6103 Jansport Trade Debt $67,164.42 VF Outdoor Inc. 20 13911 Collections Center Drive Chicago, IL 60693-11057 Tel: (800) 558-8404 Fax : (920) 735-1929 Kendall-Hunt Publishing Trade Debt $65,166.00 4050 Westmark Drive PO Box 1840 Dubuque, IA 52004-1840 Tel: (800) 338-8309 Fax: (563) 589-1237 Sage Publications Inc. Trade Debt $63,807.76 2455 Teller Road Thousand Oaks, CA 91320 Tel: (805) 499-0721 Fax: (800) 583-2665 EMC/Paradigm Publishing Trade Debt $59,378.27 SDS 12-2761 PO Box 86 Minneapolis, MN 55486-2761 Tel: (800) 328-1452 Fax: (800) 328-4564 Perrin Inc. Trade Debt $58,837.20 5320 Rusche Dr. Comstock Park, MT 49321-9551 Tel: (616) 785-9700 Fax: (616) 785-4932 Mixed Role Productions Inc. Trade Debt $57,306.87 PO Box 7517 Eugene, OR 97401 Tel: (800) 503-5036 Fax: (541) 741-8864 Texas Book Company Trade Debt $54,952.81 8501 Technology Circle PO Box 2l2 Greenville, TX 75402 Tel: (800) 527-1016 Fax: (903) 454-2442 Spirit Products Trade Debt $50,960.01 PO Box 729 Haverhill, MA 0 1831-09 10 Tel: (978) 372-2022 Fax: (978) 372-5399 Educo International, Inc. Trade Debt $50,940.00 715 Park North Blvd Suite 116 Clarkston, GA 30021 Tel: (800) 963-3826 Fax: (770) 506-9243 D&H Distributing Co. Trade Debt $50,657.55 PO Box 406942 Atlanta, GA 30384-6942 Tel: (800) 877-1200 Fax: (717)255 -7822 Herff Jones Inc. Trade Debt $49,633.93 PO Box 2222 Ann Arbor, MI 48106 Tel: (734) 663-9705 Fax: (800) 643-7339 NET TALK.COM: Amends Terms of Series A Preferred Stock ------------------------------------------------------ Net Talk.com, Inc., on June 22, 2011, filed Fifth Amendment to the Articles of Incorporation of the Company, which amend the terms of the Company's existing Series A Preferred stock. A full-text copy of the Fifth Amendment to Articles of Incorporation is available for free at http://is.gd/hf2TaQ About Net Talk.com Based in Miami, Fla., Net Talk.com, Inc., is a telephone company, who provides, sells and supplies commercial and residential telecommunication services, including services utilizing voice over internet protocol ("VoIP") technology, session initiation protocol ("SIP") technology, wireless fidelity technology, wireless maximum technology, marine satellite services technology and other similar type technologies. The Company's balance sheet at March 31, 2011, showed $4.74 million in total assets, $38.27 million in total liabilities, all current, $2.55 million in redeemable preferred stock $0.001 par value, and a $36.09 million total stockholders' deficit. Net Talk.com reported a net loss of $6.31 million on $737,498 of revenues for the fiscal year ended Sept. 30, 2010, compared with a net loss of $2.74 million on $115,571 of revenues in fiscal 2009. NORTEL NETWORKS: Apple, Intel Bidding in Google-Led Auction ----------------------------------------------------------- U.S. antitrust regulators on Thursday gave Apple Inc. the green light to bid in this week's auction for the highly sought-after patent portfolio held by bankrupt Canadian telecom Nortel Networks Corp. The Federal Trade Commission said it had accepted Apple's request for earlier termination of its antitrust review. The FTC on Friday cleared Intel Corp. to compete for Nortel Networks's patent portfolio, allowing the chipmaker to join Apple Inc., Google Inc. and others in an auction set for Monday. Google signed a deal to open the auction with its $900 million offer. As the stalking horse bidder, Google will receive at least $25 million as break-up fee in the event it is outbid at the auction. Assets included in the sale are approximately 6,000 patents and patent applications spanning wireless, wireless 4G, data networking, optical, voice, internet, service provider, semiconductors and other patent portfolios. The extensive patent portfolio touches nearly every aspect of telecommunications and additional markets as well, including Internet search and social networking. 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. NORTEL NETWORKS: Court Orders Appointment of Retiree Committee -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware directed the U.S. Trustee for Region 3 to appoint a Retiree Committee in the Chapter 11 cases of Nortel Networks Inc., et al. Retiree Committee will be consists of retirees who are receiving benefits under the Retiree Welfare Plans, and will be serving as the official representative for the Debtors' retired employees. Under the Retiree Welfare Plans, the Debtors provide employer-paid post-employment medical benefits for retirees, their spouses, surviving spouses, domestic partners and dependents, well as term life insurance coverage and long-term care expense coverage for retirees. The Retiree Welfare Plans have no assets and are funded on a pay-as-you-go basis. Currently, approximately 3,306 individuals are participants in the Retiree Welfare Plans, including 2,119 Retirees and 1,187 of their dependents. The projected cost of providing benefits under the Retiree Welfare Plans is approximately $1 million per month. Under the LTD Plan, the Debtors provide employer-paid long-term disability benefits for current participants. As with the Retiree Welfare Plan, the LTD Plan has no assets and is funded on a pay- as-you-go basis. Currently, approximately 245 participants are on long-term disability under the LTD Plan with an average benefit of approximately $42,500 per year. The current projected cost of providing benefits under the LTD Plan is approximately $1 million per month. Each of the Retiree Welfare Plans and the LTD Plan provide the Debtors with the unequivocal contractual right to unilaterally amend or terminate the plans at any time. The Debtors have determined that it is necessary in their restructuring cases to modify or terminate these plans. If the current level of benefits were maintained, the Debtors project that they would continue to spend approximately $1 million per month for the Retiree Welfare Plans and $1 million per month for the LTD Plan. The termination of the Retiree Welfare Plans and the LTD Plan would represent a significant cost savings for the Debtors, and would preserve cash to be distributed to all of their creditors on a fair and equitable basis. The appointment of the Retiree Committee will allow the commencement of good-faith negotiations to permit the Debtors to modify or terminate the benefits provided under the Retiree Welfare Plans. Certain Disabled Participants of the Debtors' Long Term Disability Plan supported the Debtors' motion for the appointment of an official committee of retired employees. 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. NORTEL NETWORKS: Court OKs Disabled Individuals Committee --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware directed the U.S. Trustee for Region 3 to appoint an LTD Committee in the Chapter 11 cases of Nortel Networks Inc., et al. The Committee will be consists of the Debtors' disabled employees who are receiving benefits under the LTD Plan who are willing to serve as the official representative for the LTD Plan participants. In their motion, Barbara Gallagher and 58 other disabled individuals who are participants in the long-term disability plan, said that without an official committee in place, they may not be able to actively and appropriately negotiate and take advantage of the settlement discussions that will be occurring if an official committee of retirees is appointed and discussions begin under the process contemplated under Section 1114 of the Bankruptcy Code. Under the LTD Plan, the Debtors provide employer-paid long-term disability benefits for current participants. As with the Retiree Welfare Plan, the LTD Plan has no assets and is funded on a pay- as-you-go basis. Currently, approximately 245 participants are on long-term disability under the LTD Plan with an average benefit of approximately $42,500 per year. The current projected cost of providing benefits under the LTD Plan is approximately $1 million per month. The Disabled Participants is represented by: Rafael X. Zahralddin-Aravena, Esq. Shelley A. Kinsella, Esq. ELLIOTT GREENLEAF 1105 N. Market Street, Suite 1700 Wilmington, DE 19801 Tel: (302) 384-9400 Fax: (302) 384-9399 E-mail: rxsa@elliottgreenleaf.com sak@elliottgreenleaf.com 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. NORTH BAY: CW Capital Wants Reorganization Case Dismissed --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida will convene a hearing on July 20, 2011, at 11:00 a.m., to consider CW Capital Asset Management, LLC's motion to dismiss the Chapter 11 case of North Bay Village, LLC. As reported in the Troubled Company Reporter on Nov. 16, 2010, CWCapital Asset, solely in its capacity as special servicer for Bank of America, N.A., as Trustee for the registered holders of Cobalt CMBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1, asked that the Court dismiss the Debtor's case because that it was filed in bad faith. CWCapital explained that it is the Debtor's senior and only secured creditor, is owed over $29 million, or roughly 99.7% of Debtor's total obligations, while the Debtor's unsecured debt is a mere $76,293. Further, CWCapital said that there is a substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation. About North Bay Village LLC Tampa, Florida-based North Bay Village LLC -- dba North Bay Village - MM, Inc., and Pelican Bay/Limetree, LLC -- filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. M.D. Fla. Case No. 10-03090). Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa, Florida, represents the Debtor as counsel. The Company estimated assets and debts at $10 million to $50 million. NORTH BAY: Court Denies Request to Hire Grand Bay as Leasing Agent ------------------------------------------------------------------ The Hon. David H. Adams of the U.S. Bankruptcy Court for the Middle District Of Florida denied North Bay Village, LLC's request to employ Grand Bay Properties, LLC, as its leasing agent. In the Debtor's motion, Grand Bay will secure tenants for the Debtor's commercial retail property and to serve as broker for the sale of outparcels on the property. The Debtor proposed that Grand Bay will receive, as compensation for its services, a 6% commission of gross rent payable during the initial term of any lease, including renegotiated leases (net of any commission previously paid). A commission of 6% of gross rent for a leasing agent is at or below market value and, therefore, is reasonable under the circumstances. To the best of the Debtor's knowledge, Grand Bay is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Court. These parties objected to the Debtor's leasing agent employment motion (i) the Office of the U.S. Trustee; (ii) CWCapital Asset Management, LLC, as joined by CKS Investments, LLP. About North Bay Village LLC Tampa, Florida-based North Bay Village LLC -- dba North Bay Village - MM, Inc., and Pelican Bay/Limetree, LLC -- filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. M.D. Fla. Case No. 10-03090). Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa, Florida, represents the Debtor as counsel. The Company estimated assets and debts at $10 million to $50 million. NOVASTAR FINANCIAL: All Proposals Approved at Annual Meeting ------------------------------------------------------------ NovaStar Financial, Inc., held a special meeting of its stockholders on June 23, 2011. All five proposals presented at the special meeting were approved by the Company's stockholders: 1. To approve an amendment to the charter of the Company to eliminate the Company's 8.90% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, and the applicable Articles Supplementary; 2. To approve an amendment to the charter of the Company to eliminate the Company's 9.00% Series D1 Mandatory Convertible Preferred Stock, par value $0.01 per share, and the applicable Articles Supplementary; 3. To approve an amendment to the charter of the Company to increase the number of authorized shares of capital stock of the Company from 50,000,000 to 120,000,000; 4. To approve an amendment to the charter of the Company to preserve the Company's net operating loss carryforwards; and 5. To approve certain technical amendments to the charter of the Company in connection with the foregoing proposals, the amendment and restatement of the charter, and to remove provisions previously required by the Company's former status as a real estate investment trust; and As previously announced, the Company commenced an exchange offer on May 3, 2011, for the issued and outstanding shares of publicly- held 8.90% Series C Cumulative Redeemable Preferred Stock of the Company, par value $0.01 per share, including accrued and unpaid dividends thereon, subject to certain conditions and any necessary proration. In exchange for the Series C Preferred Stock, the Company offered, in aggregate, approximately 43,823,600 newly- issued shares of common stock of the Company, par value $0.01 per share, and $1,623,000 in cash. On June 23, 2011, the Company has completed the exchange of the privately-held 9.00% Series D1 Mandatory Convertible Preferred Stock, par value $0.01 per share, for an aggregate of 37,162,000 shares of newly-issued Common Stock and $1,377,000 in cash. Together, the Series C Offer and the Series D Exchange constitute the Company's plan of recapitalization of its outstanding preferred stock. The Series C Offer expired at 5:00 p.m., Eastern Time, on June 23, 2011. All conditions to the Series C Offer were satisfied at that time, including: * approval of the five proposals presented at the special meeting; * receipt of the requisite consents from the holders of the Series C Preferred Stock and the Series D Preferred Stock to the Series C Offer and the Series D Exchange; * completion of the Series D Exchange; and * participation by holders of over two-thirds of the outstanding Series C Preferred Stock participated in the Series C Offer. The Company anticipates issuing a press release next week to announce the final results of the Series C Offer, including the results of any proration, and to provide guidance on when tendering stockholders can expect to receive the exchange offer consideration. The Company expects to complete the closing of the Series C Offer within three business days. About NovaStar Kansas City, Missouri-based NovaStar Financial, Inc. (OTCQB: Common Stock: NOVS; Series C Preferred Stock: NOVSP), is currently engaged in managing its portfolio of nonconforming residential mortgage securities and owning and operating two majority owned subsidiaries: StreetLinks National Appraisal Services LLC, a national residential appraisal and real estate valuation management services company; Advent Financial Services LLC, a start-up business which provides access to tailored banking accounts, small dollar banking products and related services to low and moderate income level individuals. Prior to 2008, NovaStar originated, securitized, sold and serviced residential nonconforming mortgage loans. The Company's balance sheet at March 31, 2011, showed $42.59 million in total assets, $151.28 million in total liabilities, and a $108.69 million total shareholders' deficit. OHM JAYRAM: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: OHM Jayram Hospitality, LLC dba Americas Best Value Inn - Clearwater 28596 US Highway 19 North Clearwater, FL 33761-2529 Bankruptcy Case No.: 11-11987 Chapter 11 Petition Date: June 23, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com Scheduled Assets: $1,310,865 Scheduled Debts: $2,202,048 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/flmb11-11987.pdf The petition was signed by Rani Emandi, managing member. ORCHARD SUPPLY: S&P Lowers CCR to 'B-'; Outlook Negative -------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on regional hardware retailer Orchard Supply Hardware LLC. The corporate credit rating was lowered to 'B-' from 'B'. The rating outlook is negative. "The rating change reflects weaker-than-expected operating results in the quarter ended April 30, 2011, and diminished covenant headroom under the term loan's adjusted leverage ratio," said Standard & Poor's credit analyst Ana Lai. "The 'B-' rating reflects our expectation that declines in operating results in 2011 will remain under pressure, with negative sales trends and squeezed margins despite tight expense management. As such, we expect credit protection measures to weaken further, with total debt to EBITDA reaching 7.0x in fiscal 2011, compared to our previous expectations of about 6.1x. Due to weaker-than-expected cash flow generation, we expect Orchard to operate with limited covenant headroom of about 5% of EBITDA under the term loan's adjusted leverage ratio despite some expected debt repayment under its revolving credit facility in the second quarter," S&P said. Operating results have been weak due to a poor housing market and economic conditions in California. Comparable same-store sales declined 4.7% in the first quarter ended April 30, 2011 following a 4.4% decline in fiscal 2010. EBITDA declined significantly in the first quarter due to higher-than-expected markdowns and negative sales leverage. "We now expect sales declines to be in the low-single-digit range and margin pressure to persist, resulting in a 15% in EBITDA decline in 2011," S&P added. OXFORD HOUSE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Oxford House, Incorporated 606 W. SR 18 Fowler, IN 47944 Bankruptcy Case No.: 11-40498 Chapter 11 Petition Date: June 21, 2011 Court: U.S. Bankruptcy Court Northern District of Indiana (Hammond Division at Lafayette) Judge: Robert E. Grant Debtor's Counsel: Hunter J. Reece, Esq. BARCE & REECE PC P.O. Box 252 Fowler, IN 47944 Tel: (765)-884-0383 Fax: (765)-884-0445 E-mail: hjr@barcelawoffice.com Scheduled Assets: $1,290,190 Scheduled Debts: $4,160,330 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/innb11-40498.pdf The petition was signed by Polet Senesac, president. PALOMAR HANGAR: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Palomar Hangar, LLC 2100 Palomar Airport Road Hangar 14, Suite 214 Carlsbad, CA 92011 Bankruptcy Case No.: 11-10261 Chapter 11 Petition Date: June 21, 2011 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Richard S. Van Dyke, Esq. VAN DYKE & ASSOCIATES, APLC 4660 La Jolla Village Drive, Suite 1070 San Diego, CA 92122 Tel: (858) 558-8475 Fax: (858) 356-5584 E-mail: rsvandyke@vdalaw.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 Todd Macaluso, managing member. PARK FOREST: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Park Forest LLC 250 Vallombrosa Avenue, Suite 175 Chico, CA 95973 Bankruptcy Case No.: 11-35548 Chapter 11 Petition Date: June 23, 2011 Court: U.S. Bankruptcy Court Eastern District of California (Sacramento) Judge: Christopher M. Klein Debtor's Counsel: Douglas B. Jacobs, Esq. 20 Independence Circle Chico, CA 95973 Tel: (530) 342-6144 Scheduled Assets: $3,600,096 Scheduled Debts: $2,407,750 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/caeb11-35548.pdf The petition was signed by Joseph Dell Zink, managing member. PHILLIPS RENTAL: Court Approves Wayne Turbyfield as Accountant -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Tennessee authorized Phillips Rental Properties, LLC, to employ Wayne Turbyfield of Lewis and Associates as accountant. Mr. Turbyfield will: a) review and assist in the preparation of monthly financial statements, bank reconciliations, check registers and detail general journals; b) review of all monthly, quarterly, and annual tax returns; and c) perform all other accounting services as needed for Debtor as debtor-in-possession. The hourly rates of the firm's personnel are: CPA $135 Staff Accountant $70 Support Staff $37 The Debtor relates that no prepetition monies or fees are owed to Mr. Turbyfield or the accountant firm of Lewis and Associates. 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 Court. About Phillips Rental Properties Piney Flats, Tennessee-based Phillips Rental Properties, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 10-53129) on Dec. 7, 2010. Fred M. Leonard, Esq. -- fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $13,499,682 in total assets and $9,650,892 in total liabilities. PLATINUM ENERGY: Extends Pacific Tender Offer to July 8 ------------------------------------------------------- Platinum Energy Resources, Inc., filed with the U.S. Securities and Exchange Commission Amendment No.2 to its Tender offer Statement in connection with the offer by Pacific International Group Holdings LLC, KD Resources, LLC, and Syd Ghermezian to purchase up to all the outstanding shares of common stock, $0.0001 par value per share, of the Company, not currently owned by Pacific, at a price of $1.50 per share, net to the seller in cash, without interest, on the terms and subject to the conditions specified in the Offer to Purchase dated May 26, 2011, and the related Letter of Transmittal dated May 26, 2011. On June 24, 2011, the Offerors extended the expiration of the Offer until 5:00 p.m., New York City time, on Friday, July 8, 2011, unless further extended. The Offer, which was previously scheduled to expire at 5:00 p.m., New York City time, on Friday, June 24, 2011, was extended to permit the Offer to remain open for two weeks after the effectiveness of the amendments made to the Offer on June 24, 2011. The approximate number of Shares deposited as of June 24, 2011, is 7,179,586, which represents approximately 31.8% of the issued and outstanding shares of Platinum. A full-text copy of the filing is available for free at: http://is.gd/Adw1ZU About Platinum Energy Houston, Tex.-based Platinum Energy Resources, Inc. -- http://www.platenergy.com/-- is an independent oil and gas exploration and production company. The Company has approximately 37,000 acres under lease in relatively long-lived fields with well-established production histories. The properties properties are concentrated primarily in the Gulf Coast region in Texas, the Permian Basin in Texas and New Mexico, and the Fort Worth Basin in Texas. The Company reported reported a net loss of $5.13 million on $20.40 million of oil and gas sales for the year ended Dec. 31, 2010, compared with a net loss of $32.02 million on $17.30 million of oil and gas sales during the prior year. The Company's balance sheet at March 31, 2011, showed $52.41 million in total assets, $23.34 million in total liabilities, not subject to compromise, $5.10 million in total liabilities subject to compromise, related to assets held for sale, and $23.96 million total stockholders' equity. GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the year ended Dec. 31, 2009. The independent auditors noted that the Company has experienced significant losses since inception and is currently in default of its debt agreements. The Company has incurred significant losses, resulting in cumulative losses of $113,747,702 through Sept. 30, 2010. At Sept. 30, 2010, the Senior Credit Facility balance was approximately $5.15 million. The Company's current cash on hand of $2,395,820 is not adequate to satisfy the debt. Also, the Company has negative working capital of $8,168,992. Currently the Company is looking at various ways of correcting these issues, including exploring joint venture opportunities as well as a thorough analysis of our specific assets for potential divestiture. Further the Company has assets and liabilities that could be affected by unfavorable outcomes of litigation in progress. POOLER PARKWAY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Pooler Parkway West, LLC 506 E. President Street Savannah, GA 31401 Bankruptcy Case No.: 11-41293 Chapter 11 Petition Date: June 24, 2011 Court: U.S. Bankruptcy Court Southern District of Georgia (Savannah) Debtor's Counsel: C. James McCallar, Jr., Esq. MCCALLAR LAW FIRM P.O. Box 9026 Savannah, GA 31412 Tel: (912) 234-1215 Fax: (912) 236-7549 E-mail: mccallar@mccallarlawfirm.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 Michael E. Bart, managing member. QSGI INC: Announces June 17 Closing of Share Exchange Agreement --------------------------------------------------------------- As reported in the TCR on June 22, 2011, effective June 17, 2011, QSGI, Inc., merged with KruseCom, LLC, a Florida limited liability company formed in October 2009 that is primarily engaged in information technology data security and compliance. The merger was carried out in accordance with a Share Exchange Agreement dated June 17, 2011. The merger contemplated by the Exchange Agreement is part of the Chapter 11 Plan of Reorganization that was approved by the impaired parties and confirmed by the U.S. Bankruptcy Court on May 4, 2011. The close of the Exchange Agreement transaction took place June 17, 2011 (the Closing Date"). On the Closing Date, pursuant to the terms of the Exchange Agreement, QSGI acquired all of the outstanding ownership interests of KruseCom (the "Interests") from KruseCom in exchange for 190,000,000 shares of QSGI common stock. A copy of the Exchange Agreement is available at: http://is.gd/16dqjf As a consequence of the transaction the former owners of KruseCom will become majority owners of QSGI and QSGI will adopt the KruseCom business operation as its primary business. The QSGI Board of Directors will remain in place following the transaction. KruseCom offers comprehensive solutions for information technology (I.T.) asset management. Its specialties include secure and certified onsite data erasure, data center maintenance, and end- of-lifecycle services. KruseCom reported net income of $13,621 on $3,013,184 of revenues for the fiscal year ended Dec. 31, 2010, compared with a net loss of $19,639 on $537,803 of revenues for the period from Oct. 8, 2009 (inception) to Dec. 31, 2009. At Dec. 31, 2010, KruseCom's balance sheet showed $483,597 in total assets, $375,219 in total liabilities, and members' capital of $108,378. About QSGI Inc. Palm Beach, Florida-based QSGI, Inc., et al., operated as a technology services provider, offering a full suite life-cycle for their corporate and government clients' entire information technology platform. The Debtors serviced three separate business segments: Data Center Maintenance Services; Data Security and Compliance; and Network Infrastructure Design and Support. The Debtors filed for Chapter 11 protection on July 2, 2009 (Bankr. S.D. Fla. Lead Case No. 09-23658). Michael A Kaufman, Esq., at Michael A. Kaufman, P.A., in West Palm Beach, Fla., represents the Debtors as counsel. In its schedules, QSGI, Inc., disclosed $8,511,894 in assets and $11,110,417 in liabilities. On Sept. 24, 2009, the Bankruptcy Court approved the sale of substantially all of the assets of the DSC division of QSGI to Victory Park Capital, and the sale of substantially all assets of the DCM division of Qualtech Services Group, Inc., to SMS Maintenance, LLC. Following the closing of the DSC Sale and the DCM Sale, the Debtors ceased substantially all business operations. As reported in the TCR on March 29, 2011, the Bankruptcy Court confirmed on March 21, 2011, the Debtors' Third Amended Plan of Reorganization filed by QSGI, Inc., QSGI-CCSI, Inc., and Qualtech Services Group, Inc., dated Feb. 1, 2011. The confirmation order was entered by the Judge on May 4, 2011. QR PROPERTIES: Amends Plan Disclosures Ahead of Thursday's Hearing ------------------------------------------------------------------ QR Properties, LLC filed with the U.S. Bankruptcy Court for the District of Massachusetts an amended disclosure statement with respect to the Amended Plan of Reorganization. Pursuant to the Amended Plan, the Debtor and Pulte Homes of New England, LLC have entered into an agreement dated March 1, 2011, which provides that Pulte Homes of New England, LLC will purchase the Premises from the Debtor for the Base Purchase Price, $7,350,000.00 and the Additional Purchase Price, as defined in the Agreement. The Premises refer to a real property entitled "The Residences at Quail Ridge" located at 354 B Great Road and Skyline Drive, Acton, Massachusetts and the buildings and improvements thereon. The Premises contains approximately 156 acres and currently includes an 18-hole golf course. The Agreement contemplates the conversion of the golf course from an 18-hole course to a nine hole course and the construction and ultimate sale by Pulte Homes of New England, LLC of as many as 174 housing units on the Premises. The Additional Purchase Price is to be generated by the sale of the housing units in accordance with a formula set forth in the Agreement. The sale of the Premises to Pulte Homes of New England, LLC is to be free and clear of all liens, claims, encumbrances and interests, except as otherwise set forth in the Plan, with said claims arising from any lien, claim, encumbrance or interest in the Premises attaching to the proceeds of the sale to the same extent, priority and validity that existed on the Petition Date. The Base Purchase Price and the Additional Purchase Price will be used to fund the Plan. The Agreement and the Plan contemplate that the Debtor will open and operate the golf course in 2011 and further that the Debtor and Pulte Homes of New England, LLC will complete the process of obtaining and finalizing certain permits required for the construction of the housing units. The Plan provides for this treatment to these claims: * Holders of Class One Priority Non-Tax Claims will be paid 100% of the unpaid amount of the Allowed Claim in Cash. Class One is not Impaired and, thus is deemed to have voted to accept the Plan. * Class Two consists of the secured claim of the Town of Acton. The Debtor scheduled the claims of the Town of Acton as being in the amount of $114,344 as of the Petition Date of November 3, 2011, and additional amounts have accrued since the Petition Date. The Town of Acton has filed a proof of claim, which indicates that as of April 29, 2011, its claims totaled $168,408. The Town Of Acton Secured Claim will be paid 100% of the unpaid amount of the Allowed Claim in Cash from the Base Purchase Price on the Sale of the Premises. Class Two is not impaired and is thus not entitled to vote on the Plan. * Class Three will consist of the Webster Bank Secured Claim. The Plan provides for payment of Webster Bank's Allowed Claim by payment of the balance of the Base Purchase Price, after payment of the Secured Claim of the Town of Acton, to Webster Bank on account of its Allowed secured claim. Class Three is unimpaired and is thus not entitled to vote on the Plan. * Class Four will consist of the holders of Allowed General Unsecured Claims against the Debtor's estate. The holders of Allowed Class 4 Claims will be paid on a pro rata basis from the Additional Purchase Price after the Allowed Secured Claim of Webster Bank is paid in full. Class Four is impaired and is thus entitled to vote on the Plan. * Class Five will consist of the claims, to the extent that they are allowed, of Brie Consulting Corp., Craig Palmer, Gloria W. Palmer, Trustee of the Palmer Family Trust, John L. Spencer, Lia Grasso, Mario F. Rolla, Peabody Family Investments, LLC, Philip M. Miller, Jr. and William B. McPherson, III, who are all members of the Debtor, QR Properties, LLC. The claims of those claimants will be deemed to be subordinated to the Class 4 General Unsecured Claims notwithstanding any mortgages or other security instruments affecting the Premises and held by those claimants. Class Five is impaired and is thus entitled to vote on the Plan. * Class Six will consist of the claims of holders of Interests in the Debtor. It is not anticipated that the Holders of Interests in Class 6 will receive any distributions on account of those Interests. Holders of Interests in Class 6 will be deemed to have rejected the Plan. As previously reported by the TCR on May 13, 2011, the Court will consider adequacy of the disclosure statement on June 30, 2011 at 10:45 a.m. A full-text copy of the amended disclosure statement is available for free at http://bankrupt.com/misc/QRProperties_May19AmDS.pdf Webster Bank Objects Webster Bank opposes the approval of the Amended Disclosure Statement because it contains inaccurate or at best inadequate information as to (a) the Debtor's proposed adequate protection of Webster Bank's mortgage; (b) the treatment of Webster Bank's secured claim as an unimpaired claim, and; (c) amounts and sources of necessary funding for post-confirmation costs of operation of the Debtor's business. Templeton, Massachusetts-based QR Properties, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10- 45514) on Nov. 3, 2010. Joseph G. Butler, Esq., at Barron & Stadfeld, P.C., assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. QR PROPERTIES: Webster Bank Sees Adequate Protection Payments ------------------------------------------------------------- Webster Bank asks the U.S. Bankruptcy Court for the District of Massachusets to compel QR Properties, LLC to provide adequate protection of its mortgage on the real estate of the Debtor. Webster Bank complains that more than 90 days have passed since the Petition Date but the Debtor has not paid the lender any adequate protection payments or other payments in an amount equal to interest at the then applicable non-default contract rate of interest on the value of the creditor's interest in the real estate. By this motion, Webster Bank seeks adequate protection of its interest in the collateral pursuant to Section 326(d)(3) of the Bankruptcy Code in the form of monthly interest payments of $31,521. The Court will consider Webster Bank's request on June 30, 2011 at 10:45 a.m. Webster Bank is represented by: Stephen A. Izzi, Esq. MOSES & AFONSO, LTD. 160 Westminster Street, Suite 400 Providence, Rhode Island 02903 Tel: (401) 453-3600 Fax: (401) 453-3604 E-mail: sizzi@mosesafonso.com Templeton, Massachusetts-based QR Properties, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10- 45514) on Nov. 3, 2010. Joseph G. Butler, Esq., at Barron & Stadfeld, P.C., assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. QUALITY DISTRIBUTION: Moody's Upgrades CFR to B3; Outlook Stable ---------------------------------------------------------------- Moody's Investors Service upgraded Quality Distribution, LLC's ratings including its corporate family and probability of default ratings to B3 from Caa1. A speculative grade liquidity rating of SGL-3 was assigned. The outlook was revised to stable from positive. These ratings were upgraded: -- Corporate family rating, to B3 from Caa1 -- Probability of default rating, to B3 from Caa1 -- $225 million second lien notes due 2018, to B3 (LGD-4, 58%) from Caa1 (LGD-4, 58%) This rating was assigned: SGL-3 RATINGS RATIONALE The ratings upgrade is based on the expectation that the recent improvement in Quality's credit metrics will be sustainable over the intermediate term. Management's proactive efforts to reduce debt and improve the company's operating margins boosted free cash flow over the last twelve months ended March 31, 2011. Proceeds from the February 2011 public offering were used to partially pay down the company's existing PIK notes due 2013 and the improvement in operating margins was driven by cost controls as well as general positive trends in the chemical-related trucking industry with respect to both price and volume. Debt/EBITDA and FCF/debt for the last twelve months ended March 31, 2011 stood at approximately 5.4x and 5%, respectively. The stable outlook reflects Quality's adequate liquidity profile supported by expected positive free cash flow generation on an annual basis. Further meaningful improvement in operating income could be pressured by increasing uncertainty regarding the rate of U.S. economic growth over the intermediate term affecting volume demand as well as higher driver-related costs and persistent elevated fuel prices. The SGL-3 liquidity rating denotes an adequate liquidity profile characterized by a manageable debt maturity schedule and at least $50 million of expected availability under the multi-year asset based revolver over the next twelve months. Debt maturities are not meaningful until 2013 when the $225 million ABL matures. Expected positive free cash flow generation over the next twelve months is supported in part by lower interest expense and the likelihood that Quality will be able to maintain current or slightly better operating income levels due to the full benefits of past restructuring efforts and the higher revenue growth rate and operating income margins in Quality's intermodal segment which are roughly double the margins in the logistics segment. The company is reliant on its revolver to fund seasonal working capital needs. As of March 31, 2011 availability under the company's June 2013 $225 million asset-based revolving credit facility was $77.1 million while cash on hand was $2.7 million. Quality typically keeps little cash on hand. Although not anticipated over the near term, factors that could lead to a positive outlook or stronger ratings include demonstrating an ability to expand the top line excluding fuel surcharges, while sustaining current margins and free cash flow levels, lowering debt/EBITDA towards 4.3 times and demonstrating EBIT/interest coverage at or above 1.9 times on a sustained basis. Developments that could establish negative pressure on the ratings include increased debt levels, a deterioration in the company's liquidity profile, or an elevation of its debt/EBITDA towards 6.0 times and EBIT/interest falling to the 1.0 times level. Quality Distribution, LLC's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Quality Distribution, LLC's core industry and believes Quality Distribution, LLC's ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA, published June 2009. 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 last twelve months ended March 31, 2011 revenues totaled $703.2 million. Apollo Management, L.P. owns roughly 33% of the common stock of Quality Distribution, Inc. RANCHO HOUSING: Files Schedules of Assets and Liabilities --------------------------------------------------------- Rancho Housing Alliance, Inc., filed with the U.S. Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $12,588,500 B. Personal Property $293,623 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $21,315,250 E. Creditors Holding Unsecured Priority Claims $23,572 F. Creditors Holding Unsecured Non-priority Claims $1,066,036 ----------- ----------- TOTAL $12,882,123 $22,404,858 Based in Coachella, California, Rancho Housing Alliance, Inc., filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-27519) on May 27, 2011. Judge Scott C. Clarkson presides over the case. Michael B. Reynolds, Esq., at Snell & Wilmer LLP, serves as the Debtor's counsel. RCLC INC: Court Approves Wilson Elser as Environmental Counsel -------------------------------------------------------------- The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey authorzied RCLC Inc. fka Ronson Corporation, et al., to employ Wilson Elser Moskowitz Edelman & Dicker LLP as special environmental counsel to provide legal services to the Debtors in connection with and relating to challenging the validity of the environmental claims. The firm's attorneys have litigated numerous environmental cases involving various claims, including natural resource damage claims in both New Jersey and throughout the United States. The firm's hourly rates for lawyers expected to spend significant time on the Chapter 11 case are: Members $350-$500 Special Counsel $300-$400 Associates $235-$335 Paralegals $110-$150 The Debtors assured the Court that the firm is "disinterest person" within the meaning of Section 101(14) of the Bankruptcy Code. About RCLC Inc. RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge, New Jersey, historically, has been engaged principally in these businesses -- Consumer Products; and Aviation-Fixed Wing and Helicopter Services. Trenton, New Jersey-based Ronson Aviation, Inc., now known as RA Liquidating Corp., filed for Chapter 11 protection on Aug. 17, 2010 (Bankr. D. N.J. Case No. 10-35315). The Debtor estimated its assets at $10 million to $50 million and its debts at $1 million to $10 million. Affiliates RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed separate Chapter 11 petitions on Aug. 17, 2010, each estimating their assets at $1 million to $10 million and debts at $1 million to $10 million. The cases, along with RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the lead case. Michael D. Sirota, Esq., and David M. Bass, Esq., and Felice R. Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, N.J., represent the Debtors as counsel. Attorneys at Lowenstein Sandler, PC, represent the Creditors' Committee as counsel. The Company's foreign subsidiary, RCC, Inc., formerly known as Ronson Corporation of Canada Ltd., is not included in the filing. Upon the closing of the sale of the Company's Aviation Division on Oct. 15, 2010, the Company ceased to have operations, other than to effectuate its wind-down and approve its liquidation plan by the Bankruptcy Court. REAL MEX: S&P Cuts Corp. Credit Rating to 'CCC; Outlook Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Cypress, Calif.-based Real Mex Restaurants Inc. to 'CCC' from 'B-'. The outlook is negative. "At the same time, we lowered the issue-level rating on the senior secured notes to 'CCC' from 'B-'. The recovery rating on the secured debt is unchanged at '3', indicating our expectation for meaningful (50% to 70%) recovery in the event of a payment default," S&P said. "The rating actions reflect our view that operating performance will remain weak in 2011, likely requiring the company to amend financial covenants," said Standard & Poor's credit analyst Andy Sookram. The company's loan agreement requires it to maintain minimum excess cash flows and minimum interest coverage ratios. Profitability has declined in recent quarters, and the cushion under financial covenants has narrowed significantly. "We believe certain elements could continue to depress performance in 2011, including high unemployment in the company's core markets such as California and food costs inflation plaguing the restaurant industry," said Mr. Sookram. "These factors support our view of the company's business risk profile as vulnerable." Standard & Poor's negative rating outlook incorporates the likelihood that it would lower the ratings if a covenant breach occurs and restricts the company's liquidity, increasing the probability of a default. "Given persistently weak operating performance, we do not expect a positive rating action in the near-term," said Mr. Sookram. REALTY EXECUTIVES: Files Chapter 11 Plan of Reorganization ---------------------------------------------------------- J. Craig Anderson at the Arizona Republic reports that Realty Executives Inc. has submitted its Chapter 11 reorganization plan to the U.S. Bankruptcy Court and expects to emerge from bankruptcy by the end of September. According to the report, the plan, along with an accompanying document known as a disclosure statement, explains the circumstances that led the company to file for bankruptcy and offers a proposal for repaying creditors, most of whom would be paid in full. The Arizona Republic discloses that Morrie Aaron, founder and president of Phoenix-based MCA Financial Group, which is the bankruptcy consultant to Realty Executives Inc., said that under the reorganization plan, the law firm and bank would likely be repaid in full. In addition, all claims by current and former employees would be paid in full, including deposits owed to former agents. The report adds that Richard Rector has agreed to defer repayment of any debts which he is owed and actually would pay an additional $300,000 toward the repayment of other creditors. Most of the remaining contractors, landlords and other unsecured creditors would receive an estimated three-fourths of the money owed to them, based on the now-profitable company's current projections, Mr. Aaron said. However, he noted that a pending legal claim by former company president John Foltz could affect the company's ability to repay those unsecured creditors. If a claim by Foltz for breach of contract and unpaid compensation is successful, Aaron said, it could reduce the amount paid on unsecured claims -- including Foltz's claim -- to as little as 25 cents on the dollar, according to the report. If a judge approves the reorganization plan and disclosure statement, it would then go to a vote of creditors, including Foltz. Each creditor also would have the opportunity to submit a competing reorganization plan, according to the Arizona republic. Mr. Aaron said if no creditors object, the company could emerge from bankruptcy as early as Sept. 30. The real-estate agency already has implemented a number of cost-cutting measures that have made it a viable business again. Based in Phoenix, Arizona, Realty Executives Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11- 12497) on April 30, 2011. Judge Randolph J. Haines presides over the case. Andrew Hardenbrook, Esq., Steven D. Jerome, Esq., and Blake T. Hardwick, Esq., at Snell & Wilmer LLP, and, Paul Sala, Esq., at Allen, Sala & Bayne PLC, represent the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. RED MOUNTAIN: Fitch Affirms 'D' Rating on Class G Certificates -------------------------------------------------------------- Fitch Ratings has affirmed two classes of Red Mountain Funding L.L.C.'s series 1997-1 commercial mortgage pass-through certificates: -- $1.6 million class F at 'B-/LS5'; Rating Outlook Negative; -- $1.1 million class G at 'D/RR5'. Classes A-1, A-2, B, C, D, and E have paid in full. Due to realized losses, classes H, J and K have been reduced to zero. Classes J and K are not rated by Fitch. The affirmation is the result of concentration risk with only one loan remaining in the pool, The Kare Center, and its exposure to the healthcare sector. The loan is collateralized by a 240-unit skilled nursing healthcare center in Biloxi, MS. The servicer reported December 2010 occupancy at 83.31% and year-end December 2010 debt service coverage ratio at 2.94 times(x). The loan is current as of the June 2011 remittance date. REID PARK: Files Amended List of Largest Unsecured Creditors ------------------------------------------------------------ Reid Park Properties Limited Liability Company filed with the U.S. Bankruptcy Court for the District of Arizona amended list of its largest unsecured creditors disclosing: Name of Creditor Nature of Claim Amount of Claim ---------------- --------------- --------------- Wachovia/Wells Fargo Hotel $26,346,053 c/o LNR Partners 1601 Washington Ave., Suite 700 Miami Beach, FL 33139 Craycroft and Broadway Loan $9,000,000 Loan, LLC 2850 E. Skyline, Suite 150 Tucson, AZ 85718 Holliday Fenoglio Loan $5,500,000 Fowler. LP 9 Greenway Plaza, Suite 700 Houston, TX 77046 Zachary Safrin Guarantee on $3,000,000 7015 E. SunnyVale Rd. GP Interest Paradise Valley, AZ 85253 Lloyd Construction Hotel $1,165,724 2180 N. Wilmot Rd. Tucson, AZ 85705 Arizona Dept. of Revenue Sales Tax $66,013 City of Tucson Taxes $57,459 TCF Equipment Services 2010 Ford $40,320 E 150 Toyota Motor Credit 2011 Toyota $37,748 Sienna PNC Equipment Finance Utility Vehicle $31,263 Jim Click Ford Services 2008 Ford Truck $19,108 Marc's New West Design Trade Debt $18,750 Interiors EZ Trading, LLC Equipment $8,455 Arizona Health, LLC Trade Debt $544 Ruby Begonia Interior Trade Debt $510 Plants Western Exterminator Trade Debt $450 Iron Mountain Records Trade Debt $396 Service Solutions Group Trade Debt $338 Grainger Trade Debt $316 Dept. 868-863736419 Arizona Commercial Lighting Trade Debt $315 About Reid Park Properties Reid Park Properties LLC is the owner of the Doubletree Hotel Tucson located in South Alernon Way in Tucson, Arizona. The nine- story property has 287 rooms. It was purchased for $31.8 million in 2007 by an affiliate of Transwest Properties Inc. Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 11-15267) on May 26, 2011. According to its bankruptcy petition, Reid Park has $52 million in liabilities and $14 million in assets. The Law Offices of Eric Slocum Sparks, P.C., serves as its legal counsel. RELIANCE GROUP: Trust May Bring Bondholder Claims v. Deloitte ------------------------------------------------------------- The Court of Appeals of New York held that the RGH Liquidating Trust, established under the bankruptcy reorganization plan of Reliance Group Holdings, Inc., as the debtor's successor, is "one person" within the meaning of the single-entity exemption in the Securities Litigation Uniform Standards Act of 1998. As a result, SLUSA does not preclude the Supreme Court from adjudicating the state common law fraud claims that the Trust has brought against Deloitte & Touche LLP, an accounting and consulting firm, and Jan A. Lommele, a principal of the firm, for the benefit of RGH's and RFS's bondholders. More than 50 bondholders of RGH assigned claims to the RGH Liquidating Trust, which agreed to distribute to those bondholders the net proceeds resulting from any recovery on those claims. In 2006, the Trust then brought an action asserting the claims of the bondholders (among others) against Deloitte & Touche and a Deloitte principal under New York law. The Trust alleges that Deloitte, as RGH's auditor, fraudulently caused RGH's financial condition to be misstated, thus inducing the bondholders to buy, or to refrain from selling, RGH bonds. Defendants moved to dismiss on various grounds, and the Supreme Court granted the motion; as for the creditors' fraud claims, the Supreme Court granted the Trust leave to serve and file an amended complaint to plead "reliance and the consequences of that reliance with more specificity". The Trust appealed -- except as to the creditors' fraud claims -- and the Appellate Division affirmed. The Trust filed an amended complaint, which alleged two causes of action: one for actuarial fraud against Deloitte and Lommele, and one for accounting and auditing fraud against Deloitte. The Trust asserted these claims for the benefit of unidentified general unsecured creditors; the senior and subordinated bondholders; 15 bank lenders; former employees; and the Pension Benefit Guarantee Corporation, a wholly owned United States government corporation and agency of the United States. The Trust committed to distribute any monies recovered on the bondholders' claims on a pro rata basis to a "participant list" maintained by a depository trust company, as well as to those who "have identified himself as bondholders by filing proofs of claims with the Bankruptcy Court." Deloitte moved to dismiss, now arguing that SLUSA preempted the lawsuit. The Trust countered that it qualified for the so-called single-entity exemption that SLUSA affords "a corporation, investment company, pension plan, partnership, or other entity . . . not established for the purpose of participating in the action". In a decision dated Nov. 7, 2007, the Supreme Court held that the Trust was a single entity within the meaning of SLUSA because its primary purpose was broader than the pursuit of the state law fraud claims. Accordingly, the court granted the motion only as to the Trust's claims on behalf of the unidentified general unsecured creditors, whose reliance was not specifically pleaded. Deloitte appealed; the Trust did not cross appeal. On Dec. 8, 2009, the Appellate Division modified the Supreme Court's order by granting the motion to dismiss the Trust's claims for the benefit of the bondholders. The court took the position that the Trust was not exempt from SLUSA as a single entity because "the bondholders' claims against Deloitte [were] not being asserted on behalf of the Reliance bankruptcy estate; the claims originally belonged to the bondholders, not Reliance". The Appellate Division agreed, however, that Supreme Court properly declined to dismiss the Trust's claims for the benefit of the other groups of creditors -- i.e., the 15 banks, two former employees and the PBGC. In reversing the Appellate Division's ruling, the Court of Appeals acknowledged that Chapter 11 plans often call for similar post- confirmation liquidation vehicles to collect, administer and distribute estate assets after the debtor's plan has been confirmed. The "shortening of Chapter 11 timelines" effected by the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 may have "increas[ed] the importance and prominence of PCLVs" because they "allow a Chapter 11 debtor to focus pre-confirmation on the more pressing needs of its reorganization or liquidation while deferring issues regarding illiquid estate assets, causes of action, and claims reconciliation until after the confirmation of its plan," the Court of Appeals pointed out, citing Thau, Friedland and Geekie, Jr., "Postconfirmation Liquidation Vehicles [Including Liquidating Trusts and Postconfirmation Estates]: An Overview," 16 J Bankr L & Prac 2 Art 4 [2007]). Judge Susan Phillips Read wrote the Opinion. Chief Judge Jonathan Lippman and Judges Carmen Beauchamp Ciparick, Victoria A. Graffeo, Judge Eugene F. Pigott, Jr., and Judge Theodore J. Jones concurred. Judge Robert S. Smith dissented and voted to affirm the Appellate Division's order dismissing bondholders' claims. Judge Smith held that, to treat the Trust as a single person when it is implementing that purpose, and to ignore the obvious fact that it is acting on behalf of more than 50 other persons, simply invites evasion of SLUSA. He said it is undisputed that "the assignors" were not a bankrupt corporation, but more than 50 bondholders. The bondholders have tried to avoid SLUSA by running their claims through a liquidation trust. The appellate case is The RGH Liquidating Trust, & C., Appellant, v. Deloitte & Touche LLP et al., Respondents, No. 99 (N.Y. App. Ct.). A copy of the Slip Opinion dated June 23, 2011, is available at http://is.gd/v6t8qOfrom Leagle.com. About Reliance Group Holdings Headquartered in New York, New York, Reliance Group Holdings, Inc. -- http://www.rgh.com/-- owned 100% of the stock of Reliance Financial Services Corporation, which, in turn, owned 100% of the stock of Reliance Insurance Company. RIC generated upwards of 90% of the income of RGH, whose principal business was its ownership, through RFS, of RIC and its property and casualty insurance subsidiaries. On May 29, 2001, the Commonwealth Court of Pennsylvania placed RIC in rehabilitation, and named the Pennsylvania Insurance Commissioner as RIC's rehabilitator. RIC entered liquidation on Oct. 3, 2001, and the Commissioner was appointed liquidator. RGH and RFS filed for chapter 11 protection on June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing $12,598,054,000 in assets and $12,877,472,000 in debts. On April 22, 2005, RFS's plan of reorganization, approved by the bankruptcy court, went into effect and RFS emerged from bankruptcy as Reorganized RFS Corporation. Under RFS's bankruptcy plan, its litigation claims and those of its general unsecured creditors were assigned to RGH. The bankruptcy court confirmed RGH's First Amended Plan effective Dec. 1, 2005, which created a liquidating trust. RITE AID: Ten Directors Elected at Annual Meeting ------------------------------------------------- The Compensation Committee of the Board of Directors of Rite Aid Corporation authorized and approved an amendment of certain outstanding stock options, restricted stock and restricted stock units granted under Rite Aid's equity plans, which, prior to the amendment, had been silent regarding the effect of a change in control of Rite Aid on those awards. The amendment generally affects awards granted under Rite Aid's 2006 Omnibus Equity Plan, 2004 Omnibus Equity Plan, 2001 Stock Option Plan, 2000 Equity Plan, and 1999 Stock Option Plan. The purposes of the amendment are to align awards under those plans with the approach taken under Rite Aid's 2010 Omnibus Equity Plan and to reflect emerging best practices in this area, which is to move away from automatic vesting of equity upon a change in control. The 2010 Plan was submitted to and approved by stockholders at the annual meeting of stockholders held in 2010. Unless otherwise provided by the Compensation Committee of the Board of Directors, the 2010 Plan provides for "double trigger" vesting of awards (requiring a qualifying termination of employment within 24 months following a change in control of Rite Aid) if outstanding awards are assumed or substituted in the change in control transaction, and for immediate vesting of awards if outstanding awards are not assumed in the change in control transaction. Awards that currently contain change in control provisions, whether pursuant to an individual employment agreement, award agreement or award letter will not be amended. The amendment will affect certain awards held by a wide array of Rite Aid's associates, including outstanding restricted stock awards held by Mr. Standley, the Company's President and Chief Executive Officer, as well as restricted stock awards and stock options held by Mr. Vitrano, the Company's Senior Executive Vice President, Chief Financial Officer and Chief Administrative Officer, Mr. Martindale, our Senior Executive Vice President and Chief Operating Officer, Mr. Fiala, the Company's Executive Vice President, Store Operations and Mr. Thompson, our Executive Vice President, Pharmacy. Rite Aid held its 2011 Annual Meeting of Stockholders on June 23, 2011. The Stockholders: (a) elected Rite Aid's nominees to the Board of Directors. The persons elected to Rite Aid's Board of Directors are: (1) Joseph B. Anderson, Jr., (2) Andre Belzile, (3) Francois J. Coutu, (4) Michel Coutu, (5) James L. Donald, 6) David R. Jessick, (7) Michael N. Regan, (8) Mary F. Sammons, (9) John T. Standley and (10) Marcy Syms; (b) ratified the appointment of Deloitte & Touche LLP as Rite Aid's independent registered public accounting firm; (c) approved, on an advisory basis, the compensation of Rite Aid's Named Executive Officers as set forth in Rite Aid's proxy statement for the 2011 Annual Meeting of Stockholders; (d) approved a one year frequency of future advisory on the compensation of Rite Aid's Named Executive Officers; and (e) did not approve a stockholder proposal relating to a policy on gross-up payments. About Rite Aid Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has more than 4,700 stores in 31 states and the District of Columbia and fiscal 2010 annual revenues of $25.7 billion. Rite Aid reported a net loss of $555.42 million on $25.21 billion of revenue for the year ended Feb. 26, 2011, compared with a net loss of $506.67 million on $25.67 billion of revenue for the year ended Feb. 27, 2010. The Company's balance sheet at Feb. 26, 2011, showed $7.55 billion in total assets, $9.76 billion in total liabilities and a $2.21 billion total stockholders' deficit. Rite Aid carries 'Caa2' probability of default and corporate family ratings from Moody's Investors Service. It has a 'B-' corporate credit rating from Standard & Poor's Ratings Services. RMM, L.L.C.: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------- Debtor: RMM, L.L.C. dba Kentucky Fried Chicken (KFC) J.F.S. International, Inc. 1740 Hudson Bridge Road PMB 1206 Stockbridge, GA 30281 Bankruptcy Case No.: 11-68396 Chapter 11 Petition Date: June 23, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Rodney L. Eason, Esq. THE EASON LAW FIRM 6150 Old National Highway, Suite 200 College Park, GA 30349-4367 Tel: (770) 909-7200 Fax: (770) 909-0644 E-mail: reason@easonlawfirm.com Scheduled Assets: $1,543,549 Scheduled Debts: $1,332,916 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ganb11-68396.pdf The petition was signed by Milton Sanders, member. Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- JFS International, Inc. 11-54205 02/11/11 Milton & Judith Sanders 11-62707 04/28/11 ROBERT BLECHMAN: District Court Rules in Government's Lawsuit ------------------------------------------------------------- Senior District Judge Sam A. Crow ruled on pretrial motions filed in response to the U.S. government's first superseding indictment in the case, United States of America, v. Robert Andrew Blechman and Michael N. Sofris, No. 10-40095-01/02-SAC (D. Kan.), which charges both defendants with a single count of conspiracy in violation of 18 U.S.C. Section 371 and a single count of criminal contempt, 18 U.S.C. Section 2 & 401 with reference to Section 1348(c). A copy of Judge Crow's June 22, 2011 Memorandum and Order is available at http://is.gd/bAPpIDfrom Leagle.com. Robert Blechman filed for Chapter 11 bankruptcy on May 17, 2010, in the Central District of California Bankruptcy Court. ROUND TABLE: Lenders Call for Examiner in Fight Over Restructuring ------------------------------------------------------------------ Dow Jones' DBR Small Cap reports that Round Table Pizza Inc.'s lenders are escalating their opposition to the restaurant chain's reorganization plan, calling for the appointment of a case examiner and insisting that the Chapter 11 proposal is "doomed." About Round Table Based in Concord, California, Round Table Pizza, Inc. -- http://www.roundtablepizza.com/-- is a private, 100% employee- owned company with corporate offices based in Concord, California. Round Table is largely owned by an Employee Stock Ownership Plan, with 3,190 participants. The ESOP is designed and intended to provide a source of retirement income to Round Table's loyal, long-term employees. Round Table filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-41431) on Feb. 9, 2011. Judge Roger L. Efremsky presides over the case. Scott H. McNutt, Esq., at McNutt Law Group serves as the Debtor's bankruptcy counsel. The Debtors also tapped Frank, Rimerman & Co. as its auditor and accountant, Farella Braun + Martel LLP as counsel for the special purpose of providing non-bankruptcy corporate law and general litigation services, Littler Mendelson P.C. to advice on employment law matters, Huntley, Mullaney, Spargo & Sullivan Inc. as its real estate consultant, Snell & Wilmer, LLP to advise and represent the Debtor in matters related to franchise law, and Hinman & Carmichael LLP as Beverage Law counsel. Round Table disclosed $1,066,524 in assets and $35,625,649 in liabilities as of the Chapter 11 filing. The case is jointly administered with affiliates -- The Round Table Franchise Corporation, Round Table Development Company, and Round Table Pizza Nevada LLC. On Feb. 22, 2011, the Acting U.S. Trustee appointed an official committee of unsecured creditors. The committee has tapped Brownstein Hyatt Farber Schreck, LLP as counsel. The Debtor also tapped First Bankers Trust Services, Inc. as discretionary, independent, and institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP counsel. ROUND TABLE: Hires Hinman & Carmichael to Assist in Beverage Law ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California has authorized Round Table Pizza Inc., et al., to employ Hinman & Carmichael LLP as Beverage Law counsel. Hinman & Carmichael will advise the Debtor to ensure that it complies fully with all applicable Beverage Laws. Round Table operates approximately 128 stores in several states, all of which sell beer and wine. Each state maintains a system of laws governing the sale of alcoholic beverages, including laws governing the licensing of sellers, the disposal of inventory, drinking ages and other matters. About Round Table Pizza Based in Concord, California, Round Table Pizza, Inc. -- http://www.roundtablepizza.com/-- is a private, 100% employee- owned company with corporate offices based in Concord, California. Round Table is largely owned by an Employee Stock Ownership Plan, with 3,190 participants. The ESOP is designed and intended to provide a source of retirement income to Round Table's loyal, long-term employees. Round Table filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-41431) on Feb. 9, 2011. Judge Roger L. Efremsky presides over the case. Scott H. McNutt, Esq., at McNutt Law Group serves as the Debtor's bankruptcy counsel. The Debtors also tapped Frank, Rimerman & Co. as an auditor and accountant. Round Table disclosed $1,066,524 in assets and $35,625,649 in liabilities as of the Chapter 11 filing. The case is jointly administered with affiliates -- The Round Table Franchise Corporation, Round Table Development Company, and Round Table Pizza Nevada LLC. The U.S. Trustee formed a three-member official committee of unsecured creditors. The committee has tapped Brownstein Hyatt Farber Schreck, LLP as counsel. The Debtor also tapped First Bankers Trust Services, Inc. as discretionary, independent, and institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP counsel. ROUND TABLE: Hires Johanson Berenson as ESOP Trustee Counsel ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of California has authorized Round Table Pizza Inc., et al., to employ Johanson Berenson LLP as an ESOP counsel. Johanson Berenson will advice Round Table's Employee Stock Option Plan to ensure that it appropriately addresses its duties. The ESOP has been Round Table's principal shareholder since the 1990s, and has been its sole shareholder for more than a decade. The ESOP is an independent appraiser valued Round Table at $45 million approximately one year ago. About Round Table Pizza Based in Concord, California, Round Table Pizza, Inc. -- http://www.roundtablepizza.com/-- is a private, 100% employee- owned company with corporate offices based in Concord, California. Round Table is largely owned by an Employee Stock Ownership Plan, with 3,190 participants. The ESOP is designed and intended to provide a source of retirement income to Round Table's loyal, long-term employees. Round Table filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-41431) on Feb. 9, 2011. Judge Roger L. Efremsky presides over the case. Scott H. McNutt, Esq., at McNutt Law Group serves as the Debtor's bankruptcy counsel. The Debtors also tapped Frank, Rimerman & Co. as an auditor and accountant. Round Table disclosed $1,066,524 in assets and $35,625,649 in liabilities as of the Chapter 11 filing. The case is jointly administered with affiliates -- The Round Table Franchise Corporation, Round Table Development Company, and Round Table Pizza Nevada LLC. The U.S. Trustee formed a three-member official committee of unsecured creditors. The committee has tapped Brownstein Hyatt Farber Schreck, LLP as counsel. The Debtor also tapped First Bankers Trust Services, Inc. as discretionary, independent, and institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP counsel. ROUND TABLE: Hires Littler Mendelson as Employment Law Adviser -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California has authorized Round Table Pizza Inc., et al., to employ Littler Mendelson P.C. to provide advice on employment law matters. Littler will represent the Debtor in connection with employment law disputes and assist in the Debtor's response of the matter related to the Federal EEOC's investigation of alleged discrimination practices at a company store in Fresno, California. About Round Table Pizza Based in Concord, California, Round Table Pizza, Inc. -- http://www.roundtablepizza.com/-- is a private, 100% employee- owned company with corporate offices based in Concord, California. Round Table is largely owned by an Employee Stock Ownership Plan, with 3,190 participants. The ESOP is designed and intended to provide a source of retirement income to Round Table's loyal, long-term employees. Round Table filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-41431) on Feb. 9, 2011. Judge Roger L. Efremsky presides over the case. Scott H. McNutt, Esq., at McNutt Law Group serves as the Debtor's bankruptcy counsel. The Debtors also tapped Frank, Rimerman & Co. as an auditor and accountant. Round Table disclosed $1,066,524 in assets and $35,625,649 in liabilities as of the Chapter 11 filing. The case is jointly administered with affiliates -- The Round Table Franchise Corporation, Round Table Development Company, and Round Table Pizza Nevada LLC. The U.S. Trustee formed a three-member official committee of unsecured creditors. The committee has tapped Brownstein Hyatt Farber Schreck, LLP as counsel. The Debtor also tapped First Bankers Trust Services, Inc. as discretionary, independent, and institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP counsel. SATELITES MEXICANOS: Rene Salazar Appointed Interim CFO ------------------------------------------------------- Satelites Mexicanos, S.A. de C.V., announced that Luis Fernando Stein Velasco has resigned as Chief Financial Officer of Satmex, effective June 22, 2011. Rene Moran Salazar has been appointed as the interim Chief Financial Officer of the Company. 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. 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. As reported in the TCR on June 1, 2011, Satmex disclosed that on May 26, 2011, it officially concluded its reorganization efforts and emerged from its U.S. bankruptcy case. As previously announced, Satmex, together with its subsidiaries, Alterna' TV Corporation and Alterna' TV International Corporation, filed a prepackaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code on April 6, 2011. The Plan was confirmed by the U.S. Bankruptcy Court in the District of Delaware on May 11, 2011, and became effective on May 26, 2011. At April 23, 2011, the Debtor's balance sheet showed $436.1 million in total assets, $527.5 million in total liabilities, and a stockholders' deficit of $91.4 million. SEASON'S AT BIRDNEK: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: The Season's at Birdnek Point, LLC 3704 Pacific Avenue Virginia Beach, VA 23451 Bankruptcy Case No.: 11-72915 Chapter 11 Petition Date: June 26, 2011 Court: U.S. Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Frank J. Santoro Debtor's Counsel: John D. McIntyre, Esq. WILSON & MCINTYRE, PLLC 500 East Main Street, Suite 920 Norfolk, VA 23510 Tel: (757) 961-3900 E-mail: jmcintyre@wmlawgroup.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by John Mamoudis, member/manager. SEDONA DEVELOPMENT: Amends Plan Disclosures to Address Objections ----------------------------------------------------------------- Sedona Development Partners, LLC, and The Club at Seven Canyons, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona on June 17, 2011, a second amended joint disclosure statement in support of their second amended joint pan of reorganization." This second amended joint disclosure statement is being filed to specifically address the objections of the Davis Group and Specialty regarding the disclosure statement. The Court has approved this Disclosure Statement for dissemination to creditors. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/sedona.2ndamendedjointDS.pdf As reported in the TCR on May 24, 2011, Don H. Davis, Jr., Lute Riley, and Hans Epprecht objected to the Debtors' amended disclosure statement because it fails to provide adequate information. The Debtors' Plan purports to impact over $100 million dollars in creditor claims, yet maintains the very management that steered this ship into the bankruptcy iceberg. In light of the extremely large amount of debt and number of claimants, and the relatively small asserted value of the Debtors' remaining assets, substantial additional disclosures are warranted. Moreover, where the Debtors purport to substantively consolidate their assets and liabilities through the Plan, simple explanations that "management was not at fault for the bankruptcy filings" and that "funds were commingled" are woefully insufficient to provide creditors with adequate information to cast the votes on the Plan. Finally, no Disclosure Statement can be approved until the accounting of the use of the over $200 million that flowed through the Debtors since the beginning of the Seven Canyon project and the related party payments, is created and reviewed. As reported in the TCR on April 27, 2011, the Debtor submitted to the Court a Plan of Reorganization, amended as of April 6, 2011. Under the amended Plan, the Reorganized Debtor will continue to market and sell Villa Intervals on Parcel A through the designated broker, CMC Realty, Inc., on terms and conditions (including the payment of commissions) consistent with reasonable industry standards. The Reorganized Debtor will also continue exploring and implementing opportunities to develop Parcels B and C through existing management. Under the amended Plan, the Debtor proposes to treat claims and interests as follows: -- Allowed secured claims will be paid in full over a period of seven to 10 years. -- The Debtors intend to assume the Membership Plan and each Membership Agreement and do not intend to alter the Members' rights under the Membership Plan or Membership Agreement. -- Allowed General Unsecured Claims will share, pro-rata, in a distribution of the sum of $2,000,000 in cash paid by the Reorganized Debtor from the New Value contribution, on the 90th day following the Effective Date of the Plan. The New Interest Holders will arrange for the infusion of the Unsecured Distribution Amount into an account created by the Reorganized Debtor for the receipt of the funds. -- Allowed Unsecured Claims of Seven Canyons Lot Holdings will share, pro-rata, in a distribution of the sum of $100,000 in cash paid by the Reorganized Debtor from the New Value contribution, on the 90th day following the Effective Date of the Plan. -- Allowed Unsecured Claims of Cavan Related Entities Against Both SDP and the Club. In the event that the existing Interest Holder becomes the New Interest Holder which owns the equity interest in the Reorganized Debtor, the holders of the insider Allowed Unsecured Claims in this Class will waive any and all Allowed Unsecured Claims against the Debtors. However, if the current Interest Holder is not the New Interest Holder of the equity interests in the Reorganized Debtor, then the Allowed Unsecured Claims of insiders will not be waived and the Allowed Unsecured Claims in this Class will share, pro-rata, in a distribution of the sum of $100,000 in cash paid by the Reorganized Debtor from the New Value contribution, on the 90th day following the Effective Date of the Plan. The New Interest Holders will arrange for the infusion of the Insider Unsecured Distribution Amount into an account created by the Reorganized Debtor for the receipt of the funds. Upon their receipt of their respective pro rata portions of the Insider Unsecured Distribution Amount, all Allowed Unsecured Claims in this Class shall be deemed paid and discharged in full. A full-text copy of the Amended Plan is available for free at: http://bankrupt.com/misc/SEDONADEVELOPMENT_AmendedPlan.pdf About Sedona Development Partners Sedona Development Partners owns an 18-hole golf course and related properties, including luxury villas, a practice park, range house, tennis courts and related facilities in Sedona, Arizona, known generally as Seven Canyons. The Club at Seven Canyons, LLC, operates the golf course and related facilities for SDP. SDP is the manager and sole member of the Club. Sedona Development Partners filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010. The Club At Seven Canyons filed a separate Chapter 11 petition (Bankr. D. Ariz. Case No. 10-16714). John J. Hebert, Esq., Philip R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC, in Phoenix, Ariz., assist the Debtors in their restructuring efforts. Lender Specialty Trust is represented by Joseph E. Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher & Kennedy, P.A. Sedona disclosed $29,171,168 in assets and $121,679,994 in liabilities. SEMGROUP LP: Former CEO Asks Court to Toss Fraud Suit ----------------------------------------------------- Lance Duroni at Bankruptcy Law360 reports that former SemGroup LP CEO Thomas L. Kivisto lobbied a Delaware bankruptcy court on Thursday to quash a fraud suit brought against him in an Oklahoma federal court, saying the claims belonged to a litigation trust set up in the bankruptcy. According to Law360, the former limited partners of the reorganized oil distributor, now called SemCrude, filed suit in Oklahoma federal court in January, bringing direct claims for negligent misrepresentation, fraud and breach of fiduciary duty against Kivisto stemming from SemGroup's collapse. About SemGroup L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008. John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. served as the Debtors' claims agent. The Blackstone Group L.P. and A.P. Services LLC acted as the Debtors' financial advisors. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represented the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. SemGroup LP's consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. SemGroup LP won confirmation from the Bankruptcy Court of its Fourth Amended Plan of Reorganization on Oct. 28, 2008. The Plan, which distributed more than $2.5 billion in value to stakeholders, was declared effective on Nov. 30, 2008. SHELBRAN INVESTMENTS: Case Could be Dismissed or Converted Today ---------------------------------------------------------------- Donald F. Walton, United States Trustee for Region 21, asks the U.S. Bankruptcy Court for the Middle District of Florida to dismiss the Chapter 11 case of Shelbran Investments LP or convert the Debtor's bankruptcy case, citing that the Debtor has not filed a Chapter 11 plan and disclosure statement. Independence Bank, Odell Income Fund LP and Encore Income Fund LLC also wants the Debtor's case dismissed or converted. A hearing is set for today, June 28, 2011, at 9:30 a.m., in 4th Floor Courtroom D, 300 North Hogan Street, Jacksonville, Florida, to consider the Trustee's request. About Shelbran Investments Ocala, Florida-based Shelbran Investments, L. P., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10- 10937) on Dec. 21, 2010. The Debtor estimated its assets and debts at $10 million to $50 million. The U.S. Trustee for Region 21 said it won't appoint an Official Committee of Unsecured Creditors of Shelbran Investments because of an insufficient number of creditors willing or able to serve on an the committee. SIDDHI-VINAYAK: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: SIDDHI-VINAYAK of Tennessee, INC. dba Quality Inn-Orlando Airport aka Siddhi-Vinayak, Inc 2601 McCoy Road Orlando, FL 32809 Bankruptcy Case No.: 11-09477 Chapter 11 Petition Date: June 21, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com Scheduled Assets: $2,141,421 Scheduled Debts: $6,866,534 A list of the Company's 15 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/flmb11-09477.pdf The petition was signed by Mafu Patel, president. SOUTH OF THE STADIUM: Sec. 341 Creditors' Meeting on July 6 ----------------------------------------------------------- The United States Trustee for the Northern District of Texas will convene a Meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy cases of 261 CW Springs LTD, South of the Stadium I LLC, and WS Mineral Holdings LLC, on July 6, 2011, at 10:00 a.m. at FTW 341 Rm 7A24. Proofs of claim are due by Oct. 4, 2011. South of the Stadium I, LLC, in Carrollton, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 11-43278) on June 6, 2011. Debtor-affiliates 261 CW Springs LTD (Bankr. N.D. Tex. Case No. 11-33757), WS Minerals LLC (Bankr. N.D. Tex. Case No. 11-43273), and WS Mineral Holdings LLC (Bankr. N.D. Tex. Case No. 11-43290) also filed on the same day. Judge D. Michael Lynn presides over the cases. Richard W. Ward, Esq. -- rwward@airmail.net -- Plano, Texas, serves as the Debtors' bankruptcy counsel. South of the Stadium I, WS Minerals LLC, and WS Mineral Holdings LLC each estimated assets and debts of $10 million to $50 million in their petitions. 261 CW Springs estimated assets and debts of $1 million to $10 million in its petition. The petitions were signed by Jeff Shirley, authorized representative. STELLAR GT: Georgian to Be Sold or Have Debt Restructured --------------------------------------------------------- Stellar GT TIC and VFF TIC, owners of the Georgian apartments located at 8750 Georgia Avenue in Silver Spring, Maryland, have filed for Chapter 11 bankruptcy protection. The Debtors negotiated a plan of reorganization before filing for Chapter 11. The proposed plan is premised on either (1) a sale of the project pursuant to an auction process or (2) a consensual restructuring of the secured debt. The 891-unit Georgian Towers was completed in 1969. The Debtors bought the property for $89.5 million in 2004 and spent another $35 million to upgrade the tower in 2009. Stellar GT owns a 10% interest in the Georgian, with the remaining interest is owned by VFF TIC. The complex is more than 90% occupied as of the bankruptcy filing. Broker CB Richard Ellis Inc. has been hired to conduct the sale. The auction rules provide that a first-round sealed bid would be required to be submitted by Aug. 24. The broker would then have until Sept. 5 to negotiate with the first-round bidders. Second- round sealed bids would be due Sept. 5. The highest second-round bid would be identified by Sept. 12, 2011. The highest bid would be submitted for approval at the confirmation hearing in October. Wells Fargo, the holder of a $207.6 million secured debt, can bid at the auction. The sale will occur if a bidder other than Wells Fargo submits the highest bid for the project and the debt restructuring will occur if Wells Fargo is the highest bidder. The Chapter 11 bankruptcy filing follows negotiations between the Debtors and Wells Fargo since the apartment complex was placed under court-appointed receivership in December 2009. Greystar Management Services, LP was named receiver for the Georgian project and Greystar Real Estate Partners Dallas LP was retained to manage the Georgian. STELLAR GT: Case Summary & Largest Unsecured Creditor ----------------------------------------------------- Debtor: Stellar GT TIC LLC 8750 Georgia Avenue Silver Spring, MD 20910 Bankruptcy Case No.: 11-22977 Chapter 11 Petition Date: June 22, 2011 Court: U.S. Bankruptcy Court District of Maryland (Greenbelt) Debtor's Counsel: Matthew G. Summers, Esq. BALLARD SPAHR LLP 300 East Lombard Street, 18th Floor Baltimore, MD 21202 Tel: (410) 528-5679 Fax: (410) 361-8930 E-mail: summersm@ballardspahr.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Robert Rosania, authorized signatory. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Stellar GT Lessee, LLC 10-17376 04/05/10 The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Montgomery County -- Unknown Department of Finance 255 Rockville Pike, Suite L-15 Rockville, MD 20850 STEPHEN NEIDLINGER: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Stephen T. Neidlinger 1762 Highway 21 South Springfield, GA 31329 Bankruptcy Case No.: 11-41292 Chapter 11 Petition Date: June 24, 2011 Court: U.S. Bankruptcy Court Southern District of Georgia (Savannah) Debtor's Counsel: James L. Drake, Jr. JAMES L. DRAKE, JR., P.C. P.O. Box 9945 Savannah, GA 31412 Tel: (912) 790-1533 E-mail: jdrake7@bellsouth.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/gasb11-41292.pdf SYNTERRA 3020: Can Access Cash Collateral Until June 30 ------------------------------------------------------- The Hon. Jean K. FitzSimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Synterra 3020 Market LP to use, on the fourth interim basis, cash collateral of Wells Fargo Bank N.A. The Debtor can use cash collateral until June 30, 2011, pursuant to the budget. According to the Debtor, it does not have sufficient unencumbered cash or other assets with which to continue to operate its business in Chapter 11. The Debtor is unable to obtain unsecured credit. The Debtor said it requires immediate access to cash collateral to continue its business without interruption toward the objective of formulating an effective plan of reorganization. The Debtor granted the lender valid and perfected first priority security interest in, and perfected first priority mortgage lien on the prepetition collateral and all postpetition proceeds. A full-text copy of the cash collateral budget is available for free at http://bankrupt.com/misc/SYNTERRA_Budget.pdf About Synterra 3020 Philadelphia-based Synterra 3020 Market, L.P., is the master lessor of certain real property located in the City of Philadelphia, 27th Ward, Commonwealth of Pennsylvania and commonly known as 3020-3052 Market Street, City of Philadelphia, Philadelphia County, Pennsylvania. Its primary tenants are the University of Pennsylvania, Level 3 Communications, LLC, Synterra, Ltd., Lincoln University, and T Mobile, AT&T. Synterra 3020 filed for Chapter 11 bankruptcy protection on January 12, 2011 (Bankr. E.D. Pa. Case No. 11-10205). Albert A. Ciardi, III, Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin, P.C., in Philadelphia, Pa., serve as bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. T&R INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: T&R Investments, Inc. 4181 Fir Road Mishawaka, IN 46545 Bankruptcy Case No.: 11-32515 Chapter 11 Petition Date: June 23, 2011 Court: U.S. Bankruptcy Court Northern District of Indiana (South Bend Division) Judge: Harry C. Dees, Jr. Debtor's Counsel: Neil A. Waechter, Esq. MACEY & ALEMAN 220 W. Colfax, Suite 400 South Bend, IN 46601 Tel: (574) 234-0378 E-mail: nwa@legalhelpers.com Estimated Assets: $100,001 to $500,000 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/innb11-32515.pdf The petition was signed by Troy R. Treat, president and registered agent. TALON THERAPEUTICS: James Flynn Discloses 35.27% Equity Stake ------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, James E. Flynn and his affiliates disclosed that they beneficially own 9,737,217 shares of common stock of Talon Therapeutics, Inc., representing 35.27% of the shares outstanding. A full-text copy of the filing is available for free at http://is.gd/XwJzOm About Talon Therapeutics Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc. (TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical company dedicated to developing and commercializing new, differentiated cancer therapies designed to improve and enable current standards of care. The company's lead product candidate, Marqibo, potentially treats acute lymphoblastic leukemia and lymphomas. The Company has additional pipeline opportunities some of which, like Marqibo, improve delivery and enhance the therapeutic benefits of well characterized, proven chemotherapies and enable high potency dosing without increased toxicity. Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to Talon Therapeutics Inc. The name change was effected by merging Talon Therapeutics, Inc., a wholly-owned subsidiary of the Company, with and into the Company, with the Company as the surviving corporation in the merger. The Company reported a net loss of $25.98 million for the year ended Dec. 31, 2010, compared with a net loss of $24.14 million during the prior year. The Company does not generate any recurring revenue and will require substantial additional capital before it will generate cash flow from its operating activities, if ever. The Company does not currently have sufficient capital to fund its entire development plan beyond 2011. As reported by the TCR on April 1, 2011, BDO USA, LLP, in San Francisco, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. BDO noted that the Company suffered recurring losses from operations and has a net capital deficiency. The Company's balance sheet at March 31, 2011, showed $17.51 million in total assets, $38.86 million in total liabilities, $30.64 million in redeemable convertible preferred stock, and a $51.99 total stockholders' deficit. TALON INTERNATIONAL: Files Form S-8; Registers 13.86MM Shares ------------------------------------------------------------- Talon International, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement registering 2,310,000 shares of common stock issuable under the Amended and Restated Talon International, Inc., 2008 Stock Incentive Plan. The Company registered an additional 11,557,000 shares of common stock issuable under these Restricted Stock Unit Agreements: -- 5,778,500 shares of Common Stock issuable to Lonnie D. Schnell pursuant to that certain Restricted Stock Unit Agreement, dated as of July 30, 2010, between the Company and Lonnie D. Schnell; and -- 5,778,500 shares of Common Stock issuable to Larry Dyne pursuant to that certain Restricted Stock Unit Agreement, dated as of July 30, 2010, between the Company and Larry Dyne. About Talon International Woodland Hills, Calif.-based Talon International, Inc. (OTC BB: TALN) -- http://www.talonzippers.com/-- is a global supplier of apparel fasteners, trim and interlining products to manufacturers of fashion apparel, specialty retailers, mass merchandisers, brand licensees and major retailers. Talon manufactures and distributes zippers and other fasteners under its Talon(R) brand, known as the original American zipper invented in 1893. Talon also designs, manufactures, engineers, and distributes apparel trim products and specialty waistbands under its trademark names, Talon, Tag-It and TekFit, to more than 60 apparel brands and manufacturers including Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor, Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen, Reebok and Juicy Couture. Talon has offices and facilities in the United States, United Kingdom, Hong Kong, China, and Bangladesh. The Company reported a net loss of $1.46 million on $41.46 million of net sales for the year ended Dec. 31, 2010, compared with a net loss of $2.69 million on $38.67 million of net sales during the prior year. The Company's balance sheet at March 31, 2011, showed $15.24 million in total assets, $10.35 million in total liabilities, $18.48 million in Series B convertible preferred stock and a $13.59 million in total stockholders' deficit. TAPATIO SPRINGS: U.S. Trustee Wants Chapter 11 Case Dismissed ------------------------------------------------------------- Judy A. Robbins, the United States Trustee for Region 7, asks the Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas to dismiss the Chapter 11 case of Tapatio Springs Real Estate Holdings LP. According to the trustee, the Debtor has not filed a plan and disclosure statement in this case. The trustee alleges upon information and belief that, on June 7, 2011, the Debtor's lender foreclosed on the Debtor's primary assets as per an agreed order lifting the automatic stay. Consequently, it does not appear that Debtor will be able to confirm a plan of reorganization. The Debtor's continuing losses and inability to timely effectuate a plan is cause for dismissal of the case. The trustee adds that the Debtor has failed to file its monthly operating report for the month of April 2011. Failure to file current accurate monthly operating reports is cause for dismissal of a case. About Tapatio Springs Boerne, Texas-based Tapatio Springs Real Estate Holdings, Ltd, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 11-51263) on April 5, 2011. The Debtor disclosed $20,677,999 in assets and $4,004,286 in liabilities as of the Chapter 11 filing. Dean W. Greer, Esq., at the Law Offices of Dean W. Greer, in San Antonio, Texas, serves as counsel. Boerne, Texas-based Tapatio Springs Development Company, Inc., filed for Chapter 11 bankruptcy protection on (Bankr. W.D. Tex. Case No. 11-51264) on April 5, 2011. This the second bankruptcy filing for both Debtors. Debtors Tapatio Springs Development Company, Inc., and Tapatio Springs Real Estate Holdings, Ltd, voluntarily filed for Chapter 11 bankruptcy relief (Cases Nos. 11-50050 and 11-50054) on Jan. 3, 2011. The Debtors filed the first bankruptcies the day before secured creditors Clyde B. Smith and Peggy Smith were set to foreclose on the Debtors' property. On Feb. 17, 2011, the Court dismissed the first bankruptcies on the Smiths' motion and without opposition from the Debtors. Once dismissed, the Smiths re-posted the real estate for non-judicial foreclosure on April 5, 2011. The Debtors filed the instant second voluntary Chapter 11 petitions merely minutes prior to the announced starting time of the posted foreclosure proceedings. The foreclosure proceeded at 10:00 a.m. as announced and concluded with no party bidding more than the Smiths' credit bid. 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 Tapatio Springs Real Estate Holdings, Ltd, have expressed interest in serving on a committee. THORNBURG MORTGAGE: Targets BofA Over Bad Countrywide Loans ----------------------------------------------------------- American Bankruptcy Institute reports that the court-appointed trustee overseeing the liquidation of Thornburg Mortgage Inc. is taking aim at what he calls Bank of America Corp.'s "elaborate corporate shell game" to move the valuable assets of its Countrywide mortgage lending subsidiary into the bank while dumping its debts on "moribund" units with no hope of rehabilitation. About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage and its four affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787). Thornburg changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, is tapped as counsel. Orrick, Herrington & Sutcliffe LLP is employed as special counsel. Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin Capital, Inc., are tapped as investment banker and financial advisor. Protiviti Inc. is also engaged for financial advisory services. KPMG LLP is the tax consultant. Epiq Systems, Inc., is claims and noticing agent. Thornburg disclosed total assets of $24.4 billion and total debts of $24.7 billion, as of Jan. 31, 2009. On Oct. 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging Strategies, Inc. TITAN ENERGY: Units Enter Into Factoring Pacts with Harborcove -------------------------------------------------------------- Grove Power, Inc., and Stellar Energy Services, Inc., both wholly- owned subsidiaries of Titan Energy Worldwide, Inc., entered into Factoring and Security Agreements with Harborcove Fund I, LP, a New York-based commercial finance company. Pursuant to the Agreements, the Subsidiaries will factor their receivables on terms disclosed therein. The Company believes that entry into the Agreements will improve its overall liquidity position, and those of the Subsidiaries, going forward. Full-text copies of the Factoring Agreements are available at no charge at: http://is.gd/XDMneF http://is.gd/h0FqHd About Titan Energy New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a provider of onsite power generation, energy management and energy efficiency products and services. The Company's balance sheet at March 31, 2011, showed $6.1 million in total assets, $6.6 million in total liabilities, and a stockholders' deficit of $519,471. As reported in the TCR on April 12, 2011, UHY LLP, in Southfield, Mich., expressed substantial doubt about Titan Energy Worldwide's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that of the Company's recurring losses and accumulated deficit. TP INC: Trustee Taps Century 21 & Treasure Realty as Managers ------------------------------------------------------------- Algernon L. Butler, III, appointed trustee of TP Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina for permission to employ Century 21 Action Inc. and Treasure Realty Inc. as property managers to manage the rental of properties. The trustee proposed that Century 21 will manage the property of the estate includes a multiple single family residences or condominiums located in and around Surf City, North Carolina, while Treasure Realty will manage the property estate at 3674 Island Drive, North Topsail Shores, North Carolina. In exchange for the services, Century 21 will receive a 12% commission of the net rental income received, while Treasure Realty will get 15% commission of the rental income collected plus annual advertising fee of $150. The trustee assures the Court that the firms are "disinterest persons" within the meaning of Section 101(14) of the Bankruptcy Code. About TP, Inc. Boone, North Carolina-based TP, Inc., is in the business of property development and currently owns a various tracts of real estate in and around North Topsail, Topsail Beach, and Surf City, North Carolina. The Company filed for Chapter 11 protection on March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594). David J. Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented the Debtor. The Debtor tapped Trawick H. Stubbs, Jr., and Stubbs & Perdue, as counsel, and Gary K. Shipman and Shipman & Wright, L.L.P., as special counsel to assist in matters relating to claims by Bank of America and its agents. In its schedules, the Debtor disclosed $13,156,424 in assets and $4,129,049 in liabilities. Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee in the case of TP Inc., and is represented by Butler & Butler, LLP, as counsel. TP INC: Trustee Wants to Sell Property for $365,000 --------------------------------------------------- Algernon L. Butler, III, appointed trustee of TP Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina for permission to sell located at 460 A North Anderson Boulevard, Topsail Beach in Pender County, North Carolina, to Willard B. Jackson, Jr. and wife, Paulette B. Jackson, for $365,000. A hearing is set for July 11, 2011, to consider the Debtor's request. According to the trustee, the sale proceeds will be subject to the reasonable, necessary costs and expenses of preserving and disposing of the property to the extent of any benefit to the holders of a claim secured by the property. About TP, Inc. Boone, North Carolina-based TP, Inc., is in the business of property development and currently owns a various tracts of real estate in and around North Topsail, Topsail Beach, and Surf City, North Carolina. The Company filed for Chapter 11 protection on March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594). David J. Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented the Debtor. The Debtor tapped Trawick H. Stubbs, Jr., and Stubbs & Perdue, as counsel, and Gary K. Shipman and Shipman & Wright, L.L.P., as special counsel to assist in matters relating to claims by Bank of America and its agents. In its schedules, the Debtor disclosed $13,156,424 in assets and $4,129,049 in liabilities. Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee in the case of TP Inc., and is represented by Butler & Butler, LLP, as counsel. TP INC: Court Approves Shipman & Wright as Special Counsel ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina authorized Algernon L. Butler, III, the duly-appointed Chapter 11 trustee in the case of TP Inc., to retain Shipman & Wright, L.L.P., as special counsel. According to the Troubled Company Reporter on June 6, 2011, the firm will assist the trustee in matters relating to claims by Bank of America, N.A. To the best of the trustee's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About TP, Inc. Boone, North Carolina-based TP, Inc., is in the business of property development and currently owns a various tracts of real estate in and around North Topsail, Topsail Beach, and Surf City, North Carolina. The Company filed for Chapter 11 protection on March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594). David J. Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented the Debtor. The Debtor tapped Trawick H. Stubbs, Jr., and Stubbs & Perdue, as counsel, and Gary K. Shipman and Shipman & Wright, L.L.P., as special counsel to assist in matters relating to claims by Bank of America and its agents. In its schedules, the Debtor disclosed $13,156,424 in assets and $4,129,049 in liabilities. Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee in the case of TP Inc., and is represented by Butler & Butler, LLP, as counsel. TRI-STAR ESTATES: Disclosure Failure Cues Case Dismissal Plea ------------------------------------------------------------- J.E. Robert Company Inc., as special servicer for Wells Fargo Bank, N.A., as trustee for Banc of America Commercial Mortgage Inc. Commercial Pass-Through Certificates, Series 2005-1, asks the U.S. Bankruptcy Court for the Northern District of Illinois to dismiss the Chapter 11 case of Tri-Star Estates, LLC. The special servicer explained that: -- the Debtor's proposed plan treats the trust's claim as fully secured despite the fact that the appraised value of the trust's collateral is less than half of the amounts owed to the trust by the Debtor; -- the trust is undersecured in the case, and that the unsecured portion of its claim renders the Debtor's proposed plan unconfirmable; -- the Debtor has yet to file a Statement of Financial Affairs which lists transfers to insiders made within one year prior to the Petition Date. The special servicer adds that the Debtor's failure to disclosure transfers to insiders in the one year prior to its bankruptcy filing appears to have been no oversight. The special servicer is represented by: Michael T. Benz, Esq. David F. Standa, Esq. CHAPMAN AND CUTLER LLP 111 W. Monroe Street Chicago, IL 60603 Tel: (312) 845-3000 About Tri-Star Estates Chicago, Illinois-based Tri-Star Estates, LLC, is the owner of a manufactured home community, consisting of approximately 900 sites located at 43 East 5000 North Road, Bourbonnais, Illinois. The Company filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-49360) on Nov. 3, 2010. Crane, Heyman, Simon, Welch & Clar represents the Debtor in its restructuring effort. The Debtor estimated assets and debts at $10 million to $50 million. No trustee, examiner or committee of unsecured creditors has been appointed to serve in the Debtor's Chapter 11 Case. TROPICANA PARTNERS: List of 20 Largest Unsecured Creditors ---------------------------------------------------------- Tropicana Partners 2 LLC filed with the U.S. Bankruptcy Court for the District of Nevada amended list of its largest unsecured creditors, disclosing: Name of creditor Nature of claim Amount of claim ---------------- --------------- --------------- BB&T Bank/Colonial Bank 594 N. Stephanie $5,615,790 PO Box 830738 Street APN Birmingham, AL 35202 178-03-310-018 BB&T Bank/Colonial Bank 5693 S. Jones Blvd. $5,612,077 PO Box 830738 APN Birmingham, AL 35202 163-26-818-001 BB&T Bank/Colonial Bank 9827 W. Tropicana $4,180,573 PO Box 830738 Ave. APN Birmingham, AL 35202 163-30-101-022 Clark County Water Utilities $4,709 Reclamation Clark County Water Utilities $3,943 Reclamation Comfort Masters Services $3,341 Desert Property Group Services $1,350 Jan Lauver, Esq. Guenther Law Offices Services $5,000 Las Vegas Valley Water Utilities $1,471 NV Energy Utilities $815 NV Energy Utilities $790 NV Energy Utilities $347 NV Energy Utilities $243 Protection One Services $219 Republic Service Services $217 Republic Service Services $1,230 Travelers Insurance $6,990 Travelers Insurance $8,186 Travelers Insurance $7,725 Window Bright Services $240 San Jose, California-based Tropicana Partners 2 LLC filed for Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. D. Nev. Case No. 11-14920). Terry V. Leavitt, Esq., at Terry V. Leavitt, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. TROPICANA PARTNERS: Court Approves Terry V. Leavitt as Counsel -------------------------------------------------------------- The Hon. Linda B. Riegle of the the U.S. Bankruptcy Court for the District of Nevada authorized Tropicana Partners 2 LLC to employ Terry V. Leavitt, Esq. of the law firm of Graves & Leavitt as counsel. As reported in the Troubled Company Reporter on May 30, 2011, Mr. Leavitt will be representing the Debtor in the Chapter 11 proceedings. Mr. Leavitt will be paid $400 per hour, on a retainer of $66,039. Mr. Leavitt assured the Court that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Tropicana Partners 2 LLC San Jose, California-based Tropicana Partners 2 LLC filed for Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. D. Nev. Case No. 11-14920). Terry V. Leavitt, Esq., at Terry V. Leavitt, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. TROPICANA PARTNERS: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Tropicana Partners 2 LLC 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 $7,700,000 B. Personal Property $393,684 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $15,408,440 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $47,428 ----------- ----------- TOTAL $8,093,684 $15,455,868 San Jose, California-based Tropicana Partners 2 LLC filed for Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. D. Nev. Case No. 11-14920). Terry V. Leavitt, Esq., at Terry V. Leavitt, serves as the Debtor's bankruptcy counsel. San Jose, California-based Tropicana Partners 2 LLC filed for Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. D. Nev. Case No. 11-14920). Terry V. Leavitt, Esq., at Terry V. Leavitt, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. TSO INC: Seeks to Auction Doswell Truck Stop Property ----------------------------------------------------- TSO, Inc. sought and obtained the U.S. Bankruptcy Court for the Eastern District of Virginia's approval of the Auction/List Agreement for a real property known as the Doswell Truck Stop in Doswell, Virginia, between the Debtor, Motley's Auction & Realty Group and PeoplesBank, a Cordorus Valley Company dated May 25, 2011. Specifically, the Debtor obtained (1) approval of the Agreement; (2) authorization to employ and compensate Motley's to market and conduct a reserve auction of the Property; and (3) approval of the auction of the Debtor's real property as set forth the Agreement, with any and all contracts obtained through the auction to be subject to subsequent Court approval. In early February 2011, the Debtor solicited proposals from auction and sales firms for the marketing and sale of the Property. The Debtor received four proposals from both local and national companies. After review and consideration of the proposals, the Debtor conducted interviews and further information gathering sessions with two of the interested companies. After consideration of all the information, the Debtor, in consultation with the Secured Lender, selected Motley's and their proposed marketing and auction process for the sale of the Property. In conjunction with marketing the Property, Motley's will take the actions necessary to obtain preliminary approval from Hanover County to subdivide the Property so that it can be auctioned in parcels or as a whole. The Debtor will provide Motley's with an advertising expense advance. The Secured Lender will have the right to credit bid at the auction. The individuals at Motley's that will primarily be responsible for the representation of the Debtor are Mark T. Motley and Timothy O. Dudley. The Trustee will compensate Motley's according to this guideline: -- in the event of a successful auction and sale of the Property, payment of a commission of 3.5% of the total purchase price on the property (the high bid plus a 5% buyer's premium upon the closing of any sale; -- in the event the Secured Lender is the high bidder on the Property, a commission of one-half percent of the Secured Lender's winning bid upon consummation of the sale and transfer of the property to the Secured Lender; -- in the event the Property is not sold at auction as a result of no bid being equal to or greater than the reserve price, a fee in the amount of $20,000. The Debtor will deliver to Motley's the sum of $65,000 for use for the payment of advertising expenses, with any surplus being returned to the Debtor upon sale of the Property. The Debtor asserted that Motley's Motley's neither represents nor has any relationship with any creditors of the Debtor, the United States Trustee, any person(s) employed in the Office of the United States Trustee or other parties in interest, or their attorneys, accountants, or any other interest adverse to the Debtor. About TSO Inc. Doswell, Va.-based TSO, Inc., dba Doswell Truck Stop, Roady's of Doswell, Econolodge at the Park, filed for Chapter 11 relief on December 13, 2010 (Bankr. E.D. Va. Case No. 10-38524). Roy M. Terry, Jr., Esq., at DurretteBradshaw PLC, in Richmond, Va., represents the Debtor as counsel. In its petition, the Debtor estimated assets of $10 million to $50 million, and debts of $1 million to $10 million. USG CORP: Contributes 2.08 Million Common Shares to Trust --------------------------------------------------------- USG Corporation, on June 21, 2011, contributed 2,084,781 shares of its common stock, par value $.10 per share, to the USG Corporation Retirement Plan Trust, the trust maintained in connection with the defined benefit pension plan sponsored by the Company. The Contributed Shares were valued for purposes of the contribution at $14.39 per share, or approximately $30 million in the aggregate, by Evercore Trust Company, N.A., an independent fiduciary that has been appointed as investment manager with respect to the Contributed Shares. The Contributed Shares were issued to The Northern Trust Company, as trustee of the Trust, in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and in furtherance of the Company's funding of the Trust. On June 21, 2011, the Company also entered into a Registration Rights Agreement with Evercore, in its capacity as investment manager for the Contributed Shares and shares of the Company's common stock contributed to the Trust in 2010 previously registered for resale. The Registration Rights Agreement requires, among other things, that the Company file with the Securities and Exchange Commission a shelf registration statement on Form S-3 to register the Contributed Shares for the purpose of resale from time to time by the Trust. Under the Registration Rights Agreement, the Company is required to use its commercially reasonable efforts to cause the registration statement to remain continuously effective until all Trust Account Shares have been sold by the Trust, all of the Trust Account Shares may be sold in accordance with Rule 144 promulgated by the SEC under the Act or 90 days after the number of Trust Account Shares held by the Trust is less than 1% of the Company's then outstanding shares of common stock, whichever occurs earlier. The Company registered the resale of the Contributed Shares by the Trust with the SEC on June 21, 2011. The Registration Rights Agreement supersedes the Registration Rights Agreement, dated Sept. 8, 2010, between the Registrant and Evercore. A full-text copy of the Registration Rights Agreement is available for free at http://is.gd/MInwsF About USG Corporation Based in Chicago, Ill., USG Corporation -- http://www.usg.com/-- through its subsidiaries, manufactures and distributes building materials producing a wide range of products for use in new residential, new nonresidential and repair and remodel construction, as well as products used in certain industrial processes. The company filed for Chapter 11 protection on June 25, 2001 (Bankr. Del. Case No. 01-02094). When the Debtors filed for protection from their creditors, they disclosed $3,252,000,000 in assets and $2,739,000,000 in debts. The Debtors emerged from bankruptcy protection on June 20, 2006. The Company's balance sheet at March 31, 2011, showed $4.01 billion in total assets, $3.46 billion in total liabilities and $544 million in total stockholders' equity. UTSTARCOM INC: Common Stock Delisted from NASDAQ ------------------------------------------------ The NASDAQ Stock Market LLC notified the U.S. Securities and Exchange Commission that it has removed from listing or registration of UTStarcom Inc.'s common stock. 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 March 31, 2011, showed $726.30 million in total assets, $488.06 million in total liabilities, and $238.23 million in total equity. VFF TIC: Case Summary & Largest Unsecured Creditor -------------------------------------------------- Debtor: VFF TIC LLC 156 William Street, 10th Floor New York, NY 10038 Bankruptcy Case No.: 11-22980 Chapter 11 Petition Date: June 22, 2011 Court: U.S. Bankruptcy Court District of Maryland (Greenbelt) Debtor's Counsel: Matthew G. Summers, Esq. BALLARD SPAHR LLP 300 East Lombard Street, 18th Floor Baltimore, MD 21202 Tel: (410) 528-5679 Fax: (410) 361-8930 E-mail: summersm@ballardspahr.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Robert Rosania, authorized signatory. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Stellar GT Lessee, LLC 10-17376 04/05/10 The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Montgomery County -- Unknown Department of Finance 255 Rockville Pike, Suite L-15 Rockville, MD 20850 VITRO SAB: VVP Holdings Files Schedules of Assets and Debts ----------------------------------------------------------- VVP Holdings LLC 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 $0 B. Personal Property $797,764 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $25,829 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $1,237,578,765 ------------ -------------- TOTAL $797,764 $1,237,604,595 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. Kurtzman Carson Consultants is the claims and notice agent to Vitro America, et al. Alvarez & Marsal North America LLC, is the Debtors' operations and financial advisor. 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. On June 13, 2011, U.S. Bankruptcy Judge Harlin "Cooter" Hale authorized the U.S. Debtors to sell their businesses to an affiliate of Sun Capital Partners Inc. for what the creditor's committee described as a gross price of $64.4 million. VITRO SAB: Creditors Committee Hires Akin Gump as Counsel --------------------------------------------------------- Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas authorizes the Official Committee of Unsecured Creditors in the Chapter 11 cases of Vitro Asset Corp., et al., for permission to retain Akin Gump Strauss Hauer & Feld LLP as its counsel. Akin Gump will be representing the Committee in the Debtors' bankruptcy proceedings. The hourly rates of Akin Gump's personnel are: Michael S. Stamer, partner US$975 Abid Qureshi, partner $790 Sarah Link Schultz, partner $700 Alexis Freeman, counsel $675 David A. Kazlow, associate $510 Kristine G. Manoukian, associate $510 Partners $500 - $1200 Special Counsel and Counsel $415 - $805 Associates $335 - $625 Paraprofessionals $125 - $310 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. Kurtzman Carson Consultants is the claims and notice agent to Vitro America, et al. Alvarez & Marsal North America LLC, is the Debtors' operations and financial advisor. 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. WASHINGTON MUTUAL: Insurer Suit Over JPMorgan's WaMu Deal Revived ----------------------------------------------------------------- Dietrich Knauth at Bankruptcy Law360 reports that the D.C. Circuit on Friday reversed a decision against several insurers that have accused JPMorgan Chase & Co. of defrauding Washington Mutual NA bondholders by engineering the bank's downfall and buying it at a discount, ruling a lower court improperly barred their claims. The insurers, American National Insurance Co., American National Property and Casualty Co., Farm Family Casualty Insurance Co., Farm Family Life Insurance Co. and National Western Life Insurance Co., were bondholders of the failed bank. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500 million to $1 billion with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. The Debtor tapped Valuation Research Corporation as valuation service provider for certain assets. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. The official committee of equity security holders also tapped BDO USA as its tax advisor. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which acquired the WaMu bank unit's assets prior to the Petition Date. On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of Delaware entered a 107-page opinion determining that the global settlement agreement, among certain parties including WMI, the Federal Deposit Insurance Corporation and JPMorgan Chase Bank, N.A., upon which the Plan is premised, and the transactions contemplated therein, are fair, reasonable, and in the best interests of WMI. Additionally, the Opinion and related order denied confirmation, but suggested certain modifications to the Company's Sixth Amended Joint Plan of Affiliated Debtors that, if made, would facilitate confirmation. Washington Mutual has filed with the Bankruptcy Court a Modified Sixth Amended Joint Plan and a related Supplemental Disclosure Statement. The Company believes that the Modified Plan has addressed the Bankruptcy Court's concerns and looks forward to returning to the Bankruptcy Court to seek confirmation of the Modified Plan. WASHINGTON MUTUAL: Jurgen Schmidt Objects to Confirmation of Plan ----------------------------------------------------------------- Jurgen Schmidt opposes confirmation of the Sixth Amended Joint Plan of Washington Mutual, Inc. and its debtor affiliates. Mr. Schmidt, an equityholder, complains that the exclusion of JPMorgan Chase & Co. and related entities and related persons as well as the FDIC-R and Corporate Related Persons from being excluded from potential scrutiny and sanctions resulting from the releases under the Plan should not be allowed because the Debtors' bankruptcy is not a haven for that kind of potential offense to the law. Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware will consider confirmation of the Plan on July 13, 2011 at 9:30 a.m. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500 million to $1 billion with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. The Debtor tapped Valuation Research Corporation as valuation service provider for certain assets. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. The official committee of equity security holders also tapped BDO USA as its tax advisor. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which acquired the WaMu bank unit's assets prior to the Petition Date. On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of Delaware entered a 107-page opinion determining that the global settlement agreement, among certain parties including WMI, the Federal Deposit Insurance Corporation and JPMorgan Chase Bank, N.A., upon which the Plan is premised, and the transactions contemplated therein, are fair, reasonable, and in the best interests of WMI. Additionally, the Opinion and related order denied confirmation, but suggested certain modifications to the Company's Sixth Amended Joint Plan of Affiliated Debtors that, if made, would facilitate confirmation. Washington Mutual has filed with the Bankruptcy Court a Modified Sixth Amended Joint Plan and a related Supplemental Disclosure Statement. The Company believes that the Modified Plan has addressed the Bankruptcy Court's concerns and looks forward to returning to the Bankruptcy Court to seek confirmation of the Modified Plan. WASHINGTON MUTUAL: Court OKs Objection Deadline Extension --------------------------------------------------------- BankruptcyData.com reports that The U.S. Bankruptcy Court approved the motion filed by Washington Mutual's official committee of equity security holders seeking an extension of time to object to the Debtors' Modified Sixth Amended Chapter 11 Plan of Reorganization through July 1, 2011. The Company had objected to the motion, asserting "The motion is just another example of the equity committee believing it can do as it chooses and play fast and loose with the facts and the applications of the local rules of bankruptcy practice and procedure of the United States Bankruptcy Court for the District of Delaware. Most notably, despite the equity committee's representations in the motion, there was no agreement to extend the period in which the equity committee could object or otherwise respond to the Modified Sixth Amended Plan beyond 5:00 p.m. (Eastern time) on June 22, 2011. On the contrary, while the equity committee and the Debtors had discussed a possible extension, along with many other issues, the equity committee declined to agree to any points contained in the proposal and, therefore, no extension was provided and the objection deadline has now passed." About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500 million to $1 billion with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. The Debtor tapped Valuation Research Corporation as valuation service provider for certain assets. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. The official committee of equity security holders also tapped BDO USA as its tax advisor. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which acquired the WaMu bank unit's assets prior to the Petition Date. On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of Delaware entered a 107-page opinion determining that the global settlement agreement, among certain parties including WMI, the Federal Deposit Insurance Corporation and JPMorgan Chase Bank, N.A., upon which the Plan is premised, and the transactions contemplated therein, are fair, reasonable, and in the best interests of WMI. Additionally, the Opinion and related order denied confirmation, but suggested certain modifications to the Company's Sixth Amended Joint Plan of Affiliated Debtors that, if made, would facilitate confirmation. Washington Mutual has filed with the Bankruptcy Court a Modified Sixth Amended Joint Plan and a related Supplemental Disclosure Statement. The Company believes that the Modified Plan has addressed the Bankruptcy Court's concerns and looks forward to returning to the Bankruptcy Court to seek confirmation of the Modified Plan. WEST VIEW: Agrees With Lender on Expedited Case Dismissal --------------------------------------------------------- West View Apartments, Inc. and Sovereign Bank, the present holder of the mortgage loans previously held by Wells Fargo Bank against the Debtor, seek the U.S. Bankruptcy Court for the Southern District of Florida's approval for the expedited dismissal of the Chapter 11 case, with prejudice, for a period of 180 days. On behalf of the Debtor, Juan C. Zorilla, Esq., at Zorilla & Associates, in Miami, Florida, contends that there is no longer any benefit to the Debtor's estate to keep the Chapter 11 case open because the Debtor has been able to secure a prompt and effectual administration and settlement of its estates by the negotiation of modified loan terms with Sovereign Bank, which negates further bankruptcy proceedings. The Court will convene a hearing on June 28, 2011 at 10:30 a.m. About West View Hialeah, Florida-based West View Apartments, Inc., filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. S.D. Fla. Case No. 10-21892). Juan C. Zorrilla, Esq., who has an office in Miami, Florida, assists the Debtor in its restructuring effort. The Company disclosed $20,522,427 in total assets and $12,329,059 in total liabilities as of the Petition Date. WITTENBERG UNIVERSITY: Moody's Downgrades Long-Term Rating to Ba1 ----------------------------------------------------------------- Moody's Investors Service has downgraded its long-term rating to Ba1 from Baa2 on Wittenberg University's Series 1999, 2001, and 2005 fixed rate Revenue Bonds issued through the Ohio Higher Educational Facility Commission. The rating outlook is negative at the lower rating level. The downgrade is driven by Wittenberg University's fundamentally imbalanced operating performance and weak cash flow generation, thin balance sheet resources and liquidity, as well as expected continuing enrollment and recruiting challenges that will further constrain net tuition revenue growth. The negative outlook is short-term to await the fiscal year (FY) 2011 financial results and the outcome of the fall 2011 enrollment to assess the impact on operating cash flow and debt service coverage. SUMMARY RATING RATIONALE The Ba1 rating for Wittenberg University reflects its sustained imbalanced operating performance and weak cash flow generation, weak balance resources and liquidity and expected continuing enrollment and recruiting challenges that will constrain net tuition growth offset by credit strengths of good operating liquidity and a fixed-rate debt structure. The negative outlook reflects expected continuing enrollment challenges leading to stagnant to declining net tuition revenues from high tuition discounting which will continue to provide operating challenges resulting in weak operating cash flow and debt service coverage. CHALLENGES * Insufficient operating cash flow to cover debt service, resulting in Wittenberg utilizing $1.1 million of unrestricted funds to fully meet debt service in FY 2011. The University continues to generate imbalanced operating performance with sustained deep operating deficits, which averaged negative 9.6% annually from FY 2008-FY 2010, as calculated by Moody's including depreciation and other non-cash expenses. * Declining net tuition revenue in FY 2010, with net tuition revenues of $28.9 million in FY 2010 compared to $30.5 million in FY 2009, which is a meaningful credit challenge as tuition and auxiliaries represent the single largest component of total operating revenues at 73% in FY 2010. * Weak balance sheet cushion for a second consecutive year with negative unrestricted and expendable financial resources of negative $18.2 million and negative $4.4 million, respectively, as measured by Moody's for FY 2010. The poor resource levels reflect a large unfunded retirement healthcare liability of $22.2 million, which depresses resources, as well as investment losses incurred in FY 2009 and large endowment draws. Wittenberg closed its retiree health care plan that will result in a $10 million reduction of the liability for FY 2011 and improvement in balance sheet resources. * Aggressive investment asset allocation, with a high percentage of illiquid non-marketable alternatives for the overall size of the endowment (less than $100 million) and the University's operating needs. * Period where governance and management oversight allowed decisions to be made resulting in endowment draws higher than the 5% industry standard, deep operating deficits, management turnover and an over-allocation of non-marketable illiquid investments to achieve a higher investment return. * Continuing enrollment challenges expected, with enrollment targets expected to be accomplished through heavy tuition discounting. Although enrollment increased to 1,872 full-time equivalent (FTE) students for Fall 2010, the freshmen tuition discount rose to 56% for Fall 2010 (with revenues in the current FY 2011), up from 52% for the Fall 2009 entering class. * Leveraged balance sheet with debt-to-revenues of 0.82 times at fiscal year-end 2010 (FYE 2010) and additional borrowing expected, as the University is utilizing bank lines to bridge finance renovation of a recently acquired building, coupled with a high average age of plant of over 20 years, indicating the likelihood of need for capital investments in the campus. STRENGTHS * Good operating liquidity, with $23.3 million of monthly liquidity as measured by Moody's, or 156 monthly days cash, or more than five months of annual operations. * Consistent fundraising reflected in three-year average annual gift revenues of $6.3 million from FY 2008-FY 2010. Moody's expects that fundraising will remain at levels seen in recent years, as the University is in the quiet phase of a capital campaign. * New Board and management leadership and a coming presidential change with commitment to implement changes to restore the University to improved operating performance and cash flow generation, as well as attempt to improve student recruitment and grow net tuition revenue. * University actions taken to address recruiting and operating challenges, reflected in a reduction of operating expenses in FY 2010 from the previous year, although it is uncertain that the reductions are sustainable. DETAILED CREDIT DISCUSSION LEGAL SECURITY: The bonds are a general obligation of the University. There are cash-funded debt service reserve funds for the Series 1999 and 2005 bonds of approximately $1,500,000 and $816,000, respectively, as of June 2010. DEBT STRUCTURE: All of the University's debt is fixed rate and amortizing. INTEREST RATE DERIVATIVES: None. RECENT DEVELOPMENTS/UPDATE: Wittenberg University continues to generate weak operating performance and cash flow, as calculated by Moody's, with an annual operating margin for FY 2010 of negative 6.9% and an operating cash flow of 2.9%. Although the loss is improved from the previous year when the University generated a negative 12.6% operating margin and 0.7% cash flow margin, Wittenberg currently expects FY 2011 to reflect only a small improvement in operations and continued weak cash flow. The University implemented cost reduction measures, including no salary increases, reflected in the 3.1% decrease in operating expenses ($1.6 million). However, it is uncertain how long the constrained expenses are sustainable without impacting the academic franchise, including class offerings and faculty. For FY 2011, operating cash flow was insufficient to fund debt service fully and the University used unrestricted funds of $1.1 million to fully meet its debt service requirements on a timely basis. Moody's expects Wittenberg will need to do so for the upcoming FY 2012 until it can produce growth in tuition revenue to improve operating cash flow. Endowment spending has been above the industry average of 5% but core spending has been reducing over the past three years, with the current budgeted spend rate of 5.9% on a three-year average despite its intention to try to reduce to a 5% level. However, the normal draw is exclusive of extraordinary spending from a $3 million draw from unrestricted endowment to fund strategic investments to try to grow enrollment through programs, recruiting and improved retention, with the amount nearly fully spent. The single largest challenge to the University's turnaround in operations is the inability to significantly grow tuition revenues, the single largest contributor to operating revenues at 73% for FY 2010. Enrollment has been volatile but rose in Fall 2010 which will drive the current FY 2011 operating revenues. However, for FY 2010 enrollment for Fall 2009 declined to 1,792 FTEs from 1,854 FTEs the previous year. Additionally, net tuition per student declined to $16,147 for FY 2010 from $16,447 the prior year, driven by a rise in tuition discounting to recruit students. Wittenberg, located in Springfield, Ohio, recruits students in a highly competitive higher education landscape, competing with Ohio private institutions as well as public universities. This is reflected in the relatively weak selectivity of 73% for Fall 2010 and a yield on accepted freshman of 22%. The University experienced a rise in freshman applications for the upcoming Fall 2011; however, it is expected to see either a stable or higher freshman discount of the 56% experienced for the Fall 2010 entering class. Moody's expects Wittenberg to continue to experience fierce competition for students, resulting in the continued need to significantly discount tuition, with resulting weak growth, at best, of net tuition revenues. Integration of a successful marketing/branding campaign and campus-wide involvement and continuity also will be important factors to better position the University in a competitive market environment. For FY 2010, the University reported an investment gain of 11.2% compared to a loss of 18.2% for the prior year. The asset allocation is aggressive for the size of the endowment of less than $100 million, with 27% to domestic and international public equity, 26% to private equity/venture capital, 20% to hedge funds, 15% to fixed income, 5% other alternatives, and 7% to real assets. The investment pool has some manager concentration with allocations of 12% and 11%, respectively to two comparatively illiquid hedge funds. Liquidity within the portfolio is good, with Wittenberg reporting monthly liquidity of $23 million for FY 2010 or a calculated 156 days. Wittenberg projects a comparable level for FY 2011 ending June 30, 2011. At FYE 2010, Wittenberg reported a $22.2 million post-retirement benefit liability that is the primary driver for the negative unrestricted financial resources. The University closed its post- retirement healthcare plan to new employees in FY 2008. It also redesigned the plan and renegotiated the health care plans. As a result, for FY 2011 it expects to reduce the liability by nearly $10 million that will result in a reduction in the negative unrestricted financial resources and a possible return of expendable resources to positive. Nonetheless, Moody's expects financial resources to remain weak due to poor operating performance and cash flow generation. The University has launched a capital campaign, reporting $38 million raised to date in gifts and pledges during the current silent phase. The goal and timeline has not yet been finalized by the Board. Included in the campaign is the renovation of Blair Hall, a $5.4 million project to support the education program at the University. In addition, the University acquired a facility owned by the Springfield Museum of Art for $600,000. Wittenberg intends to operate programs for its notable fine arts program and renovated some space for a black box theater. Moody's believes the University has substantial deferred maintenance, with an average age of plant of over 20 years as calculated by Moody's, amongst the oldest of rated private colleges and universities in Moody's portfolio. Moody's believes Wittenberg will be constrained to put capital investment into its campus, which Moody's considers critical to attract and retain students. The Board has recently elected a new Board chair and vice-chair, who also serves as chair of the Finance Committee. The Board is committed to implement changes at the University to restore it to improved operating performance and financial health. The University's president has announced that he will leave the University in June 2012. A search process is underway. Outlook The negative outlook is short-term to await the FY 2011 financial results and outcome of Fall 2011 enrollment levels to assess the impact of stagnant to declining net tuition revenues on the University's already weak operating cash flow and debt service coverage, including the University's ability to make timely debt service payments. WHAT COULD MAKE THE RATING GO UP Not likely in the foreseeable future. Any upgrade would be driven by permanent reversal of operating deficits and improved operating cash flow generation, resulting in consistently better debt service coverage, coupled with improved liquidity and stable enrollment and tuition trends WHAT COULD MAKE THE RATING GO DOWN Failure to improve operating cash flow generation and debt service coverage; lack of improvement in student market position demonstrated by at least stable enrollment and growth in net tuition revenues and net tuition per student; additional borrowing KEY INDICATORS (Fall 2010 enrollment data and FY 2010 financial results) Enrollment: 1,872 full-time equivalents Total Direct Debt: $44.8 million Total Comprehensive Debt: $44.8 million Net Tuition Per Student: $16,147 Total Tuition Discount: 49.4% Unrestricted Financial Resources: -$18.2 million Expendable Financial Resources: -$4.4 million Expendable Resources to Direct Debt: -0.1 times Expendable Resources to Operations: -0.1 times Monthly Liquidity: $23.3 million Monthly Days Cash (unrestricted funds available within 1 month divided by operating expenses excluding depreciation, divided by 365 days): 156 days FY 2010 Annual Operating Margin: -6.9% FY 2008-2010 Three Year Average Operating Margin: -9.6% Operating Cash Flow Margin: 2.9% Three Year Average Debt Service coverage: 0.4 times Reliance on Student Charges: 73% Reliance on Investment Income: 10% Reliance on Gifts: 10% RATED DEBT: Series 2001, Series 2005: Ba1 Series 1999: Ba1; insured by Ambac CONTACTS University: Darrell B. Kitchen, Vice President for Business and Finance, 937-327-7009 PRINCIPAL RATING METHODOLOGY The principal methodology used in this rating was Moody's Rating Approach for Private Colleges and Universities published in September 2002. WOLVERINE TUBE: Files Amendments to Form T-3 Application -------------------------------------------------------- As reported in the TCR on April 29, 2011, Wolverine Tube, Inc., filed with the Securities and Exchange Commission on April 22, 2011, an initial application for qualification of trust indentures on Form T-3. This form is used pursuant to the Trust Indenture Act of 1939, but only when securities to be issued thereunder are not required to be registered under the Securities Act of 1933. The Company is issuing the Senior Secured Notes due 2014, which will bear a coupon per annum of 6% cash for the first year outstanding, 6% in cash plus 6% payment-in-kind in the second year outstanding, and 6% in cash plus 10% payment-in-kind in the third and final year outstanding, which maturity date may be extended and which interest rate may be adjusted prior to issuance pursuant to the exemption from registration provided by Section 1145 of the U.S. Bankruptcy Code pursuant to a plan of reorganization. The Applicants are currently party to bankruptcy proceedings before the U.S. Bankruptcy Court for the District of Delaware. Pursuant to the Plan of Reorganization, the Applicants will be reorganized through the issuance by the Company of 100% of the Company's new common shares, subject to dilution, to holders of the Company's outstanding 15% Senior Secured Notes due 2012 (the "Prior Notes") and the Pension Benefit Guaranty Corporation ("PBGC"), and through the issuance by the Company of the Notes to holders of the Prior Notes, which will preserve the Applicants' business operations and going concern value. The Plan of Reorganization remains subject to court approval and is expected to occur on or after June 2, 2011. The Notes will be issued by the Company under an indenture. As of the date of the filing of this Form T-3, a form of Indenture with respect to the Notes has not been agreed to. A copy of the Form T-3 is available at http://is.gd/DApnyf Wolverine Tube, Inc., filed on June 23, 2011, Amendment No. 1 to Form T-3 to amend and restate in its entirety the Application for Qualification of Indentures on Form T-3 (the "Application") to include certain updated information since the original filing of the Application and exhibits not previously filed. A copy of the Form T-3 Amendment No. 1 is available at: http://is.gd/84TMw4 On the same day, June 23, 2011, the Company filed Amendment No. 2 to Form T-3 to amend and restate in its entirety the Application to include certain updated information since the filing of Amendment No. 1 to Form T-3. A copy of the Form T-3 Amendment No. 2 is available at: http://is.gd/dWc6Q9 On June 24, 2011, the Company filed Amendment No. 3 to Form T-3 to amend and restate in its entirety the Application to include a revised form of Indenture filed as exhibit T3C. A copy of the exhibit T3C is available at http://is.gd/ewIbs7 A copy of the Form T-3 Amendment No. 3 is available at: http://is.gd/ZBu9eI About Wolverine Tube Huntsville, Alabama-based Wolverine Tube, Inc., is a global manufacturer and distributor of copper and copper alloy tube, fabricated products, and metal joining products. The Company currently operates seven facilities in the United States, Mexico, China, and Portugal. It also has distribution operations in the Netherlands and the United States. Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-13522) on Nov. 1, 2010. Mark E. Felger, Esq., and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor. Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer Rose LLP, serve as the Debtor's special corporate and tax counsel. Deloitte Financial Advisory Services LLP is the Debtor's financial advisor. Donlin Recano & Company, Inc., is the Debtor's claim agent. The Debtor disclosed $115 million in total assets and $237 million in total debts at the time of the filing. Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523), Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No. 10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525), and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526) filed separate Chapter 11 petitions. No official committee of unsecured creditors has been appointed in the case. The Debtors filed a prearranged Chapter 11 plan proposing to pay unsecured creditors in full and turning ownership of the reorganized company over to their noteholders. As reported in the TCR on June 14, 2011, Wolverine Tube filed with the U.S. Bankruptcy Court a designation for its First Amended Joint Plan of Reorganization, identifying the officers and directors of the reorganized Debtors. BankruptcyData.com says the Court also issued a ruling confirming the First Amended Joint Plan of Reorganization, as Modified, of Wolverine Tube and its affiliated Debtors. ZOEY ESTATES: Taps McGuire Craddock as Attorneys ------------------------------------------------ Zoey Estates LLC asks the U.S. Bankruptcy Court for the Northern District of Texas for permission to employ McGuire Craddock & Strother PC as attorney to perform legal services that will necessary during the Debtor's Chapter 11 case. The firm's standard and customary hourly rates: Professionals Designation Hourly Rates ------------- ----------- ------------ J. Marck Chevallier, Esq. Lead Counsel $415 Troy P. Majoue, Esq. Primary Associate $265 Partners $600-$340 Associates $280-$215 The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Chicago, Illinois-based Zoey Estates, LLC, c/o PRM Realty Group, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-33116) on May 5, 2011. John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C., serves as bankruptcy counsel. The Debtor disclosed $2,400,000 in assets, and $34,281,581 in debts. * Marlene Moffitt Returns to Allen Matkins as Associate ------------------------------------------------------- Allen Matkins Leck Gamble Mallory & Natsis LLP expanded its labor and employment practice group with the return of Marlene Moffitt as an associate in the firm's San Diego office. Moffitt first came to Allen Matkins in 2005 as an associate in the firm's San Francisco office. In 2009, she accepted a position as law clerk for the Hon. Roger T. Benitez, United States District Court Judge for the Southern District of California, and decided to return to Allen Matkins this month. Moffitt represents employers in state and federal courts, as well as in arbitration, on a broad range of employment issues, including discrimination, sexual harassment, retaliation, wrongful discharge, defamation, wage and hour, trade secret misappropriation, and unfair competition claims. She represents employers in individual, multi-party and class action employment litigation. "We are extremely happy to welcome Marlene back to Allen Matkins," said Amy Wintersheimer Findley, partner in the firm's San Diego office and chair of that office's labor and employment law practice group. "Her breadth of experience in business litigation will help our clients in many ways and add another important dimension to our growing labor and employment practice." Moffitt also has extensive business litigation experience, including business tort litigation, fraudulent transfer litigation, bankruptcy litigation, mortgage fraud litigation, landlord-tenant disputes, breach of contract claims, and the use of writs of attachment to preserve a client's interest until judgment can be obtained. Her experience includes obtaining and enforcing multi-million dollar verdicts and settlements for clients. Prior to joining Allen Matkins in 2005, she was an associate at Kaye Scholer LLP. Born and raised in San Diego, Moffitt often participates in local community and charity events. She received her B.A. in economics, cum laude and with high honors, from Revelle College at the University of California, San Diego. She received her J.D. from Loyola Law School. During law school, she worked as a law clerk in the legal department of Capital Research and Management Company, one of the nation's largest mutual fund companies. Moffitt is a member of the California State Bar and is admitted to practice in all California state and federal courts. 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 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. * Mark Dawkins Joins Bingham's Litigation Team in London -------------------------------------------------------- Bingham has expanded its Securities and Financial Institutions Litigation Group in London with the addition of Mark Dawkins, a leader in finance litigation and former managing partner of Simmons & Simmons. While at Simmons & Simmons, Dawkins was instrumental in building and leading the firm's global Financial Markets Department as well as its Banking Litigation Department. "Mark's arrival is an important step for us in further developing our financial institutions litigation offering in Europe," said James Roome, London office managing partner. "He is a great strategic fit." Building upon its significant financial institutions litigation practice in London and globally has been among Bingham's highest priorities, said Robert Dombroff, co-leader of Bingham's Litigation Area, noting that the 2009 combination with McKee Nelson LLP bolstered Bingham's financial institutions litigation practice that now consists of more than 100 lawyers across offices in New York, London, Frankfurt, Tokyo and both US coasts. "Mark is a tremendous talent and will play a leading role in helping us build upon our strong financial institutions litigation practice in London and throughout Bingham's global platform," said Mr. Dombroff. For Dawkins, the attraction to Bingham is its reputation among financial institutions and the opportunity to help expand Bingham's financial litigation practice. "I wanted to get back to full-time client work," said Mr. Dawkins. "The opportunity to join and build upon Bingham's successful financial institutions litigation practice was too good to miss." Mr. Dawkins will work closely with financial institutions litigation partner Natasha Harrison, who recently led the London team in securing a major victory for Elektrim S.A. bondholders when the English Court of Appeal rejected Elektrim's appeal against EUR185 million in damages awarded to bondholders in 2009. "Litigation continues to be an important part of the international investor landscape," said Ms. Harrison. "We have a strong team of financial litigators in London who focus on all aspects of financial institutions litigation, and Mark's arrival reinforces our commitment to developing the best possible team to work with our clients in resolving complex legal disputes." Bingham's European Securities and Financial Institutions Litigation Group consists of a team of lawyers acting exclusively for financial institution clients and operating at the highest level in the marketplace. The team represents European and US- based financial institutions, including hedge funds, investment management companies, insurance companies and investment banks. Bingham -- http://www.bingham.com -- offers a broad range of market-leading practices focused on global financial services firms and Fortune 100 companies. The firm has 1,100 lawyers in 13 locations in the United States, Europe and Asia. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- A&W REV ROYAL-UT AWRRF US 179.2 (147.6) 3.6 A&W REV ROYAL-UT AW-U CN 179.2 (147.6) 3.6 ABSOLUTE SOFTWRE ABT CN 116.3 (12.0) (12.6) ACCO BRANDS CORP ABD US 1,094.2 (77.0) 293.1 ALASKA COMM SYS ALSK US 609.8 (27.4) 6.3 AMER AXLE & MFG AXL US 2,167.8 (415.4) 60.4 AMR CORP AMR US 27,113.0 (3,949.0) (1,028.0) ANOORAQ RESOURCE ARQ SJ 1,024.0 (77.0) 20.9 AUTOZONE INC AZO US 5,884.9 (1,119.5) (655.3) BLUEKNIGHT ENERG BKEP US 323.5 (35.1) (85.8) BOSTON PIZZA R-U BPF-U CN 148.2 (100.1) 1.3 CABLEVISION SY-A CVC US 8,962.9 (6,462.4) (309.5) CC MEDIA-A CCMO US 16,938.6 (7,280.4) 1,644.2 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CENVEO INC CVO US 1,439.5 (333.5) 208.1 CHENIERE ENERGY CQP US 1,776.3 (547.6) 24.4 CHENIERE ENERGY LNG US 2,564.4 (509.7) 87.4 CHOICE HOTELS CHH US 412.4 (49.0) (1.9) CINCINNATI BELL CBB US 2,636.2 (650.4) 6.4 CLOROX CO CLX US 4,051.0 (82.0) (28.0) COLUMBIA LABORAT CBRX US 27.8 (2.6) 11.5 CUMULUS MEDIA-A CMLS US 318.9 (324.4) 12.4 DENNY'S CORP DENN US 296.8 (102.3) (36.9) DIRECTV-A DTV US 20,593.0 (678.0) 2,813.0 DISH NETWORK-A DISH US 10,280.6 (502.5) 705.1 DISH NETWORK-A EOT GR 10,280.6 (502.5) 705.1 DOMINO'S PIZZA DPZ US 487.4 (1,167.7) 167.9 DUN & BRADSTREET DNB US 1,825.5 (615.8) (321.8) EASTMAN KODAK EK US 5,882.0 (1,274.0) 954.0 EPICEPT CORP EPCT SS 12.4 (6.0) 6.0 EXELIXIS INC EXEL US 495.7 (68.7) 126.1 FREESCALE SEMICO FSL US 4,097.0 (5,076.0) 1,468.0 GENCORP INC GY US 989.6 (177.7) 83.8 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GRAHAM PACKAGING GRM US 2,943.5 (501.5) 313.1 HANDY & HARMAN L HNH US 372.2 (23.9) 13.2 HCA HOLDINGS INC HCA US 23,809.0 (7,788.0) 2,719.0 IDENIX PHARM IDIX US 54.9 (40.6) 19.6 INCYTE CORP INCY US 459.6 (104.0) 315.8 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 131.7 (161.7) 6.6 JUST ENERGY GROU JE CN 1,588.6 (219.4) (303.2) KNOLOGY INC KNOL US 823.7 (4.0) 42.7 LIN TV CORP-CL A TVL US 797.4 (127.9) 38.6 LIZ CLAIBORNE LIZ US 1,255.8 (124.5) (26.5) LORILLARD INC LO US 3,590.0 (449.0) 1,290.0 MAINSTREET EQUIT MEQ CN 453.0 (10.2) - MANNKIND CORP MNKD US 254.8 (203.5) 26.2 MEAD JOHNSON MJN US 2,465.4 (250.4) 572.3 MERITOR INC MTOR US 2,675.0 (1,006.0) 205.0 MOODY'S CORP MCO US 2,524.4 (223.2) 498.6 MORGANS HOTEL GR MHGC US 692.8 (29.2) 205.1 NATIONAL CINEMED NCMI US 796.4 (327.0) 74.0 NAVISTAR INTL NAV US 9,966.0 (764.0) 1,819.0 NEXSTAR BROADC-A NXST US 582.6 (181.2) 40.0 NPS PHARM INC NPSP US 158.3 (159.7) 117.8 NYMOX PHARMACEUT NYMX US 10.0 (3.3) 6.8 OTELCO INC-IDS OTT US 319.2 (7.6) 22.4 OTELCO INC-IDS OTT-U CN 319.2 (7.6) 22.4 PALM INC PALM US 1,007.2 (6.2) 141.7 PDL BIOPHARMA IN PDLI US 248.7 (371.2) (161.6) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PRIMEDIA INC PRM US 208.0 (91.7) 3.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) PURE INDUSTRIAL AAR-U CN 277.1 (8.6) - QUALITY DISTRIBU QLTY US 281.4 (124.4) 40.9 QUANTUM CORP QTM US 431.0 (61.1) 97.9 QWEST COMMUNICAT Q US 16,849.0 (1,560.0) (2,828.0) RADNET INC RDNT US 556.6 (81.8) 11.0 REGAL ENTERTAI-A RGC US 2,323.2 (541.6) (114.5) RENAISSANCE LEA RLRN US 49.9 (31.4) (36.6) REVLON INC-A REV US 1,105.5 (686.5) 132.7 RSC HOLDINGS INC RRR US 2,817.4 (62.2) (71.6) RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL SBH US 1,707.0 (340.6) 418.5 SINCLAIR BROAD-A SBGI US 1,571.2 (144.6) 60.4 SINCLAIR BROAD-A SBTA GR 1,571.2 (144.6) 60.4 SMART TECHNOL-A SMT US 546.2 (43.3) 173.7 SMART TECHNOL-A SMA CN 546.2 (43.3) 173.7 SPIRIT AIRLINES SAVE US 545.2 (97.0) 27.6 SUN COMMUNITIES SUI US 1,160.1 (111.7) - SWIFT TRANSPORTA SWFT US 2,555.7 (9.8) 204.6 TAUBMAN CENTERS TCO US 2,535.6 (512.8) - TEAM HEALTH HOLD TMH US 832.2 (25.7) 44.8 THERAVANCE THRX US 315.1 (27.8) 266.9 TOWN SPORTS INTE CLUB US 460.0 (4.7) (15.4) UNISYS CORP UIS US 2,949.3 (692.1) 547.6 UNITED RENTALS URI US 3,692.0 (29.0) 123.0 US AIRWAYS GROUP LCC US 8,217.0 (30.0) (104.0) VANGUARD HEALTH VHS US 4,162.2 (186.6) 356.5 VECTOR GROUP LTD VGR US 924.6 (61.4) 294.8 VENOCO INC VQ US 815.6 (21.6) 8.1 VERISK ANALYTI-A VRSK US 1,286.4 (109.1) (180.8) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VONAGE HOLDINGS VG US 251.7 (102.0) (39.2) WARNER MUSIC GRO WMG US 3,617.0 (254.0) (650.0) WEIGHT WATCHERS WTW US 1,126.0 (636.6) (345.4) WESTMORELAND COA WLB US 788.0 (173.9) (1.0) WORLD COLOR PRES WC CN 2,641.5 (1,735.9) 479.2 WORLD COLOR PRES WCPSF US 2,641.5 (1,735.9) 479.2 WORLD COLOR PRES WC/U CN 2,641.5 (1,735.9) 479.2 ********* 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 ***