/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120305.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 5, 2012, Vol. 16, No. 64 Headlines 135 FL LLC: Voluntary Chapter 11 Case Summary 69 WEST: Voluntary Chapter 11 Case Summary 829 REALTY: Involuntary Chapter 11 Case Summary AES EASTERN: Fights Creditor Objection Over Sale of Power Plants ALTRA HOLDINGS: Moody's Raises Corporate Family Rating to 'Ba3' AMALGAMATED TRANSIT: Union Files for Chapter 11 AMBASSADORS INT'L: Windstar Cruises Ex-Owner Converted to Ch. 7 AMERICAN AIRLINES: Proposes Deloitte as Executive-Pay Advisors AMERICAN AIRLINES: Taps BCG to Redesign Management Structure AMERICAN AIRLINES: Has AvAirPros as Airport Real Estate Advisors AMERICAN AIRLINES: Committee Asks Nod for Mesirow as Advisor AMERICAN WEST: Files for Chapter 11 With Lock-Up Agreement AMERICAN WEST: Case Summary & 20 Largest Unsecured Creditors AMERIGROUP CORP: Moody's Issues Summary Credit Opinion APPLESEED'S INTERMEDIATE: Trustee Suit Over $310MM Payout Survives ARCADIA RESTAURANT: Case Summary & 20 Largest Unsecured Creditors ATLANTIC & PACIFIC: S&P Assigns Prelim. 'B-' Corp. Credit Rating B-BAR TAVERN: Case Summary & Largest Unsecured Creditor BELLISIO FOODS: S&P Affirms 'B' Corporate After $200-Mil. Loan BERNARD L. MADOFF: Trustee Can't Add Evidence to Mets Fight BERNARD L. MADOFF: Attorney General Opposes Picard Suit BERNARD L. MADOFF: Ruling Today on Wilpon $386-Mil. March Trial BEVERLY HILLS: Chapter 11 Case Summary & Unsecured Creditor BICENT POWER: S&P Cuts Secured Loans' to 'CC' on Project Woes BOMBADIER RECREATIONAL: Lifted by S&P to 'B+'; Outlook Stable BONDS.COM GROUP: Names MBS Unit Head D. Weisberger as New COO BROADCAST INT'L: Extends Maturity of $1.3 Million Bridge Note CAESARS ENTERTAINMENT: Incurs $195.4-Mil. Net Loss in 4th Quarter CALFRAC WELL: Moody's Raises Corporate Family Rating to 'Ba3' CANAL STREET: Case Summary & 4 Largest Unsecured Creditors CANFOR CORPORATION: DBRS Confirms Issuer Rating at 'BB' CATALYST PAPER: Reports $974 Million Net Loss in 2011 CATALYST PAPER: S&P Withdraws 'D' Corp. Credit Rating CATASYS INC: Issues $775,000 Promissory Note to Socius Capital CENTRAL PARKING: Sale to Rival Won't Impact Moody's Rating CLAIRE'S STORES: S&P Retains 'B' Rating on First-Lien Notes CLEAR CHANNEL: Prices Sr. Notes & Declares Special Cash Dividend CLEAR CHANNEL: Fitch Says Issuance Upsizing No Rating Impact CLEARWIRE CORP: Intel Owns 18.2%, to Buy Add'l Shares from Google CLIFFS CLUB: Case Summary & 50 Largest Unsecured Creditors COGENT COMMUNICATIONS: S&P Keeps 'B-' Rating on $175-Mil. Notes COLONIAL PROPERTIES: S&P Affirms 'BB+' Corporate Credit Rating COLONY RESORTS: Inks Separation Agreement with Former CEO Monahan COMMUNITY MEMORIAL: Cheboygan Hospital Files for Chapter 11 COMMUNITY MEMORIAL: Case Summary & 20 Largest Unsecured Creditors COMPOSITE TECHNOLOGY: Plan Filing Exclusivity Expires March 6 COMPOSITE TECHNOLOGY: Landau Tapped to Pursue Claims vs. Insiders COMPOSITE TECHNOLOGY: Winthrop to Pursue Ch. 5 Avoidance Actions CONNAUGHT GROUP: Gets Court OK to Look for Buyer, Auction Assets CORELOGIC INC: S&P Affirms 'BB' Corporate; Outlook Now Stable COUDERT BROTHERS: Circuit Has Landmark Choice-of-Law Ruling CPG INTERNATIONAL: Cut by Moody's to SGL-3; Outlook Remains Stable CROSS BORDER: Board Stops Major Stockholder From Taking Action CRYOPORT INC: James Flynn Discloses 9.2% Equity Stake CYBEX INTERNATIONAL: Now In Compliance With Nasdaq Listing Rules DAVIS TRAILER: Case Summary & 20 Largest Unsecured Creditors DDR CORP: S&P Affirms 'BB' Corporate Credit Rating DESERT RESTAURANT: Case Summary & 20 Largest Unsecured Creditors DJA ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors EDGEN MURRAY: Incurs $24.5 Million Net Loss in 2011 EDISON MISSION: Swings to $1.07 Billion Loss in 2011 EDISON MISSION: S&P Lowers Corporate Credit Rating to 'CCC+' ELEPHANT & CASTLE: Phoenix Served as Advisor in $22.7-Mil. Sale ENERGY FUTURE: Completes Offering of $350 Million Senior Notes EPICEPT CORP: Incurs $3.4 Million Net Loss in Fourth Quarter FANNIE MAE: Incurs $16.85 Billion Net Loss in 2011 FEDERATED SPORTS: Case Summary & 20 Largest Unsecured Creditors FRIENDFINDER NETWORKS: AdultFriendFinder.com Declines, Cut to B- FUSION TELECOMMUNICATIONS: 9 Directors Elected at Annual Meeting GENERAL MARITIME: To Present Plan for Confirmation April 25 GENERAL MOTORS: $367MM Hedge Fund Deal Was Signed After Ch. 11 GENERAL MOTORS: Moody's Says Peugeot Alliance No Rating Impact GLOBAL CASH: S&P Affirms 'BB-' Corporate Credit Rating GRUBB & ELLIS: To Make Loans to Brokers, Not Pay Commissions GUITAR CENTER: Moody's Affirms 'Caa2' Corporate Family Rating GUN LAKE: S&P Raises Issuer Credit Rating to 'B+' HACIENDA LAND: Case Summary & 6 Largest Unsecured Creditors HELIX ENERGY: S&P Raises Senior Secured Debt Ratings to 'BB' HIGH RIVER: Defaults Disclosure Obligations to Ontario Regulators HMK INTERMEDIATE: Moody's Assigns 'B2' Corporate Family Rating HOLLIFIELD RANCHES: Wants Access to Cash Collateral Until Dec. 31 HOLLIFIELD RANCHES: Proposes to Incur $1.6-Mil. Secured Debt HOLLIFIELD RANCHES: Taps Meservy as Counsel in Suit vs. Cummins HOLLIFIELD RANCHES: To Present Plan for Confirmation July 5 HOSTESS BRANDS: Trial on Union Pacts, Pension Plans Begins Today HOSTESS BRANDS: Hearing on CRO Retention on March 13 HOSTESS BRANDS: Halts Personal Injury Suits vs. Workers HUNTSMAN CORP: S&P Affirms 'BB-' Corporate Credit Rating INDIANA EQUITY: Resolves All Issues With Arbor Realty INTELSAT SA: Incurs $433.9 Million Net Loss in 2011 INTERNATIONAL PAVING: Case Summary & Creditors List ISTAR FINANCIAL: Incurs $25.7 Million Net Loss in 2011 JACKSON GREEN: Status Hearing on Chapter 11 Plan on March 14 JAMES RIVER: S&P Puts 'B' Corp. Credit Rating on Watch Negative JEFFERSON COUNTY: Debtor, Bondholders Appeal to Circuit Court JOHNS-MANVILLE: Travelers Freed From $500MM Asbestos Settlements KINGS INN: Case Summary & Largest Unsecured Creditor LAGUNA BRISAS: Best Western Laguna Hotel in Chapter 11 LAGUNA BRISAS: Case Summary & 20 Largest Unsecured Creditors LEHMAN BROTHERS: Franklin Resources Has 5.1% Equity Stake LEHMAN BROTHERS: Proposes Claims Settlement With Bermuda Unit LEHMAN BROTHERS: Has Settlement on 2001-2007 IRS Tax Disputes LEHMAN BROTHERS: UK Court Rules Lehman Clients Can Claim Cash LIVING HOPE: Case Summary & 8 Largest Unsecured Creditors LODGENET INTERACTIVE: Winjammer CEO Spencer Named to Board MAMMOTH CHANDLER: Voluntary Chapter 11 Case Summary MAMMOTH LAKES: S&P Affirms 'BB' Rating on COPs; Outlook Negative MASCO CORP: Fitch Downgrades Issuer Default Rating to 'BB' MEDIA GENERAL: S&P Retains 'CCC+' Corporate; Outlook Negative MEDIACOM LLC: Fitch Affirms 'B+' on Anticipated Debt Reduction MF GLOBAL: CFTC Boosts Oversight of Futures After MF Demise MF GLOBAL: Debt Investors Approach MF Customers to Buy Claims MF GLOBAL: MF Brokerage Faces More Exits; Staff Down to 80 MF GLOBAL: UK Unit Makes First Distribution to Clients MF GLOBAL: Holdings Receives 71 Claims Totaling $188.7 Million MOHEGAN TRIBAL: Amends Exchange Offers Minimum Tender Condition MORGANS HOTEL: Incurs $17.6 Million Net Loss in Fourth Quarter NAVISTAR INTERNATIONAL: To Present Fiscal Q1 Results Thursday NEVADA CANCER: GFBunting to Provide Plan PR on Pro Bono Basis NEVADA CANCER: Piercy Bowler to Provide Audit Services NEW ENTERPRISE: Moody's Lowers Corporate Family Rating to 'Caa1' NEW ENTERPRISE: S&P Puts 'B-' Corp. Credit Rating on Watch Neg. NIP COMPANY: Case Summary & Largest Unsecured Creditors NPS PHARMACEUTICALS: Appoints FoldRx's G. Gemayel to Board OILSANDS QUEST: Extends Offer Deadline for Assets Until April 27 ON SEMICONDUCTOR: S&P Affirms 'BB' Corporate Credit Rating OXNARD POTTER'S: Case Summary & 8 Largest Unsecured Creditors PAWTUCKET ASPHALT: Case Summary & 20 Largest Unsecured Creditors PNA ENTERPRISE: Voluntary Chapter 11 Case Summary PROSPECT MEDICAL: S&P Affirms 'B' Corporate Credit Rating PROMENADE PARTNERS: Case Summary & 4 Largest Unsecured Creditors QUALITY DISTRIBUTION: Swings to $5.4-Mil. Fourth Quarter Profit QUEST DEVELOPMENT: Case Summary & 5 Largest Unsecured Creditors R. COREY: Case Summary & 8 Largest Unsecured Creditors R&G MORTGAGE: Files for Chapter 11 With Liquidating Plan R&G MORTGAGE: Case Summary & 20 Largest Unsecured Creditors RADIO SYSTEMS: S&P Lowers Corporate Credit Rating to 'B-' RCN TELECOM: Moody's Affirms 'B1' Corporate Family Rating ROBERT E. DERECKTOR: Voluntary Chapter 11 Case Summary ROBERT'S CREEK: Case Summary & 20 Largest Unsecured Creditors ROSEWOOD CARE: Case Summary & 20 Largest Unsecured Creditors RTL-WESTCAN: DBRS Confirms Issuer Rating at 'B' RYLAND GROUP: Incurs $5.7 Million Net Loss in 2011 SAAB AUTOMOBILE: U.S. Unit OKs Ch. 11, Hires Restructuring Chief SAND SPRING: Wants 6-Month Extension of Plan Exclusivity SEALY MATTRESS: Moody's Affirms Corporate Family Rating at 'B2' SECUREALERT INC: Evaluates Historical Financial for Expansion SOLYNDRA LLC: 3-Day Auction Generates $3.81 Million ST. VINCENT'S: Has One Week to Work Out Dispute Over Stolen Checks STOCKTON, CA: Moody's Slashes Pension, Lease, Water Bond Ratings STOCKTON, CA: S&P Lowers Issuer Credit Rating to 'CC' STONEMOR PARTNERS: S&P Lowers Corporate Credit Rating to 'B-' SUMMER VIEW: To Present Plan for Confirmation on Wednesday SWANSEA REAL ESTATE: Case Summary & 10 Largest Unsecured Creditors SWEET WATER: Voluntary Chapter 11 Case Summary TBS INTERNATIONAL: Court OKs AlixPartners as Financial Advisor TECHNEST HOLDINGS: AccelPath Completes Portion of Workflow Tech. TE ROSLYN: Case Summary & 20 Largest Unsecured Creditors THERMOSPAS INC: Case Summary & 20 Largest Unsecured Creditors THOBURN LIMITED: Case Summary & 13 Largest Unsecured Creditors TOWER BONDING: A.M. Best Affirms 'B' Financial Strength Rating TOWN CENTER: To Seek OK of Amended Plan Disclosure Today TRIBUNE CO: Hearing on Allocation Disputes Today TRIBUNE CO: Proposes Schedule for Supplemental Plan Disclosures TRIBUNE CO: WTC Cannot Object Oct. 31 Order, Says Deutsche Bank TRIBUNE CO: Objects to Oxendine's $10-Mil. Claim TRIBUNE CO: Judge Pauley Issues Master Order in MDL Litigation TUCSON ELECTRIC: S&P Withdraws 'B' Issuer Credit Rating UCI HOLDINGS: Outlook Revised to Stable From Positive UNI-PIXEL INC: Partners with TI on Touch Screen Solutions UNIVERSAL BIOENERGY: Buys 40% Member Interest of Whitesburg VALASSIS COMMUNICATIONS: S&P Affirms 'BB-' Corp. Credit Rating VIDEOTRON LTEE: Moody's Rates 10-Year Sr. Unsec. Notes at 'Ba1' VIDEOTRON LTEE: DBRS Assigns 'BB' Rating to Sr. Unsecured Notes VITRO SAB: Implements Mexican Reorganization Plan VUZIX CORP: Defers Payment of $142,000 Loan to LC Capital WARNER SPRINGS: Owner of "Contaminated Site" Files for Chapter 11 WARNER SPRINGS: Case Summary & 20 Largest Unsecured Creditors WASHINGTON MUTUAL: Holders May Change Release Elections WASTE2ENERGY: Chapter 11 Trustee Extended to New Debtors WASTE2ENERGY: Ch. 11 Trustee Can Access $500,000 DIP Financing WASTE2ENERGY: Ch. 11 Trustee Authorized to Hire Foreign Counsel WCA WASTE: Moody's Confirms 'B2' Corporate Family Rating WNC SOLO: Case Summary & 20 Largest Unsecured Creditors * Moody's: 2nd-Lien Recovery Only Slightly Higher Than Unsecured * S&P's Global Corporate Default Tally Still at 18 as of March 1 * S&P Expects Default Rate to Rise 3.3% in 2012 * Small Georgia Bank Shuttered; 12th in 2012 * New NY Bankruptcy Court Chief Poised to Take Over * Delaware Adopts Local Rule to Help Bankruptcy Judges * Blackstone Group Secures Stake in San Francisco-Area Office * DelShah Capital Resolves Two Property Bankruptcies * Allen Jeffcoat Joins Turner Padget as Partnet in Myrtle * Chief of Delaware Attorney's Office Rejoins Chadbourne * Jones Day Adds Matthew French as Restructuring Partner * Keating's K. Erwin and R. Sanker Among Chamers' Top Lawyers * Mark Dyer Joins Allegiance's N.Y. Office as Managing Director * BOND PRICING -- For Week From Feb. 27 to March 2, 2012 ********* 135 FL LLC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 135 FL LLC 15821 Ventura Boulevard Suite 460 Encino, CA 91436 Bankruptcy Case No.: 12-11855 Chapter 11 Petition Date: February 27, 2012 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Alan M. Ahart Debtor's Counsel: Glenn Ward Calsada, Esq. LAW OFFICES OF GLENN W CALSADA 9924 Reseda Blvd. Northridge, CA 91324 Tel: (818) 477-0314 Fax: (818) 473-4277 E-mail: glenn@calsadalaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Jamshid Goltche (aka Jim Goltche), president. 69 WEST: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: 69 West Street, LLC 48 William Street Worcester, MA 01609 Bankruptcy Case No.: 12-40699 Chapter 11 Petition Date: February 28, 2012 Court: United States Bankruptcy Court District of Massachusetts (Worcester) Judge: Melvin S. Hoffman Debtor's Counsel: James P. Ehrhard, Esq. EHRHARD & ASSOCIATES, P.C. 418 Main Street, 4th Floor Worcester, MA 01608 Tel: (508) 791-8411 E-mail: ehrhard@ehrhardlaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Felicio F. Lana, manager. 829 REALTY: Involuntary Chapter 11 Case Summary ----------------------------------------------- Alleged Debtor: 829 Realty, LLC 829 Greenwood Avenue Brooklyn, NY 11218 Bankruptcy Case No.: 12-41415 Involuntary Chapter 11 Petition Date: February 28, 2012 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Jerome Feller Debtor's Counsel: Pro Se Petitioners' Counsel: Gary F. Herbst, Esq. LAMONICA HERBST AND MANISCALCO 3305 Jerusalem Avenue Wantagh, NY 11793 Tel: (516) 826-6500 Fax: (516) 826-0222 E-mail: gh@lhmlawfirm.com Creditors who signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Arsh General Construction -- $12,860 95-18 117th Street Richmond Hill, NY 11419 Low Voltage Solutions -- $6,565 45 East 13th Street Lakewood, NJ 08701 Empire State Supply -- $4,333 639 McDonald Avenue Brooklyn, NY 11218 Full Line Hardware -- $4,149 4018 18th Avenue Brooklyn, NY 11218 AES EASTERN: Fights Creditor Objection Over Sale of Power Plants ---------------------------------------------------------------- Max Stendahl at Bankruptcy Law360 reports that AES Eastern Energy LP fought back in Delaware bankruptcy court Wednesday against what it called reckless objections by unsecured creditors to a proposed sale of its two operating power plants in upstate New York for more than $240 million. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, the Official Committee of Unsecured Creditors filed an objection on Feb. 27 approval of a settlement and procedures for selling the two operational plants in exchange for secured debt. The committee argued that the price to be paid for assets not subject to lien isn't "remotely sufficient." Secured creditors are trying to pay for unencumbered assets by using debt secured by other assets, the committee contends. The committee is concerned that the secured creditors may back out of the purchase, leaving the bankrupt AES companies unable to pay expenses incurred during bankruptcy. The committee opposes paying $2.5 million to lawyers for the buyers even if the sale is never completed. Mr. Rochelle earlier reported that Wilmington Trust Co., in its role as a so-called owner trustee for the facilities, filed an objection, saying AES Eastern Energy can't sell the two operating plants because the company isn't the owner. The six plants were acquired as part of a $950 million sale and lease-back transaction in 1998 from New York State Electric & Gas Corp. The transactions were structured in part to maximize tax considerations. As a result, Wilmington trust became trustee for a trust where some of the purchase price was supplied by investors known as owner participants. Wilmington Trust contends it owns the plants in its role as trustee for the owner participants. AES Eastern's only interest in the plants is through the leases by which it occupies and operates the facilities. As reported in the TCR on Jan. 3, 2012, the Debtor reached before the Chapter 11 filing an agreement to sell its operating power plants -- the Somerset and Cayuga plants, located in Barker, New York and Lansing, New York -- to an entity sponsored by holders of pass-through trust certificates issued in connection with a leveraged lease transaction that financed the acquisition of the plants. Absent higher and better offers, the Certificate Holders will purchase the assets for a partial credit bid equal to $300 million plus $5 million cash and the assumption of liabilities. The Debtor proposes an auction on March 12 and a sale hearing on March 15. About AES Eastern Ithaca, New York-based AES Eastern Energy, L.P., either directly or indirectly, control six coal-fired electric generating plants located in New York State. Currently, the Debtors actively operate two of the six Power Plants and sell the electricity generated by those Power Plants, as well as unforced capacity and ancillary services, into the New York wholesale power market to utilities and other intermediaries under short-term agreements or directly in the spot market. AES Eastern Energy and 13 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on Dec. 30, 2011. Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are legal counsel to AES Eastern Energy and affiliates. Barclays Capital is serving as investment banker and financial advisor. Kurtzman Carson Consultants serves as claims and noticing agent. AES Eastern Energy estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petition was signed by Peter Norgeot, general manager. Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer, Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq., Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby & Geddes, P.A., serve as counsel to the Creditors Committee. FTI Consulting Inc. is the financial advisor. ALTRA HOLDINGS: Moody's Raises Corporate Family Rating to 'Ba3' --------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating (CFR) of Altra Holdings, Inc.'s to Ba3 from B1 and the rating on its $198 million senior secured notes due December 2016 to Ba3 from B1. The rating outlook remains stable. These ratings were upgraded: Corporate family rating to Ba3 from B1; Probability of default rating to Ba3 from B1; and $198 million senior secured notes due December 2016 to Ba3 (LGD3, 42% from 43%) from B1 (LGD3, 43%). The speculative grade liquidity rating remains at SGL2. RATINGS RATIONALE The upgrade of Altra's CFR to Ba3 reflects its commitment to maintaining a solid balance sheet and good liquidity profile, its strong operating performance during the recent economic recovery and progress with the integration of Bauer. While Moody's expects deceleration in earnings growth driven by Altra's European markets, credit metrics should modestly improve with continued strength in late cycle industries and emerging markets and the full-year impact of the Bauer acquisition on earnings. The Ba3 rating incorporates Altra's solid brand recognition, customer, end market and geographic diversification, and demonstrated ability to generate free cash flow throughout the industrial cycle. The rating also incorporates the company's moderately high leverage at 3.3x, its exclusive focus on the mechanical power transmission market, the cyclical nature of its markets, competition from large, well-capitalized players in a highly fragmented industry, and strategic commitment to acquisitions. The SGL-2 rating reflects Moody's expectation that Altra will maintain good liquidity over the next twelve months. Altra had a cash balance of $93 million, close to full availability and no borrowings under the upsized $65 million revolver as of December 31, 2011. Moody's expects the company to generate free cash flow and increase its cash balances moderately in 2012, which could potentially be used to support Altra's acquisition strategy along with existing revolving availability. The stable outlook reflects Moody's expectation that near term earnings will grow in the low- to mid-single digit range and that debt reduction will likely be limited due to the company's strategic focus on investment and acquisitions that could absorb free cash flow. Positive ratings momentum is not expected in the near term, but could occur if the company demonstrates a commitment to maintaining debt-to-EBITDA below 3.0x through the cycle. Conversely, ratings pressure could surface if Altra adopts more aggressive financial policies that push leverage over 4.0x, including a sizeable debt-financed acquisition or share repurchase program, or experiences a significant deterioration in liquidity. The principal methodology used in rating Altra was the Global Manufacturing Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Altra is a global designer, producer and marketer of a wide range of mechanical power transmission and motion control products serving customers in a diverse group of industries, including energy, general industrial, material handling, mining, transportation, and turf and garden. Altra's product portfolio includes industrial clutches and brakes, enclosed gear drives, open gearing, belted drives, couplings, engineered bearing assemblies, linear components, electronic drives and other related products. Revenues for the last twelve months ending 12/31/2011 were approximately $675 million. AMALGAMATED TRANSIT: Union Files for Chapter 11 ----------------------------------------------- Amalgamated Transit Union Local 1593 filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 12-02617) on Feb. 27, 2012, disclosing assets of $21,200 and debt totaling $225,700. The list of creditors is available for free at: http://bankrupt.com/misc/flmb12-02617.pdf Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Amalgamated Transit Union Local 1593 in Tampa, Florida, filed for Chapter 11 protection to halt collection of a $176,000 judgment in favor of a former union member. The local is the bargaining agent for workers at the Hillsborough Area Regional Transit Authority. After the judgment was entered last year, the local was placed in a trusteeship. The trustee learned that the local failed to file proper tax returns, leading the Internal Revenue Service to impose penalties, according to a court paper. The union is using the Chapter 11 case in Tampa to dissolve attachments of a bank account and dues collected by the transit authority. The local's revenue for fiscal 2011 was $171,000. The petition says assets are $21,200, while debt totals $225,700. AMBASSADORS INT'L: Windstar Cruises Ex-Owner Converted to Ch. 7 --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that what remains of the former owner of Windstar Cruises will be liquidated by a trustee in Chapter 7. The bankruptcy judge in Delaware granted a motion by the U.S. Trustee at a Feb. 29 hearing and is converting the case from reorganization to liquidation in Chapter 7. The report relates that in January, the judge rejected opposition from the creditors' committee and approved a settlement with secured creditor Whippoorwill Associates Inc. The settlement had Whippoorwill providing $500,000 toward payment of professional fees, in return for receiving a release from a lawsuit crafted by the committee. The settlement contemplated converting the case to Chapter 7. About Ambassadors International Headquarters in Seattle, Washington, Ambassadors International, Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operated Windstar Cruises, a three-ship fleet of luxury yachts that explore the hidden harbors and secluded coves of the world's most sought- after destinations. Carrying 148 to 312 guests, the luxurious ships of Windstar cruise to nearly 50 nations, calling at 100 ports throughout Europe, the Caribbean and the Americas. Ambassadors International Inc. and 11 affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on April 1, 2011. Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Phase Eleven Consultants, LLC, is the Debtors' claims and notice agent. The Debtors tapped Bifferato Gentilotti LLC as Delaware counsel, and Richards, Layton & Finger as bankruptcy co-counsel. The Official Committee of Unsecured Creditors tapped Kelley Drye & Warren LLP as its counsel, and Lowenstein Sandler PC as its co-counsel. The Debtors disclosed $86.4 million in total assets and $87.3 million in total debts as of Dec. 31, 2010. Under a court-approved sale, Windstar's three luxury sailing yachts were sold to Anschutz Corp. for $35 million in cash. AMERICAN AIRLINES: Proposes Deloitte as Executive-Pay Advisors -------------------------------------------------------------- AMR Corp. and its affiliates seek the Bankruptcy Court's permission to employ Deloitte Consulting LLP as their consultants, nunc pro tunc to the Petition Date. As the Debtors' consultant, Deloitte Consulting will assist AMR Corp. as an advisor on executive compensation issues. Deloitte will provide also organizational change management services to American Airlines' cargo division; and will update a prior brand refresh deliverable. Deloitte Consulting will be paid for its services on an hourly basis and will get reimbursed for expenses. The firm's hourly rates are $695 for partner, principal, or director; $525 for senior manager, $475 for manager, $375 for senior consultant, $315 for consultant, and $250 for analyst. For the OCM Services, Deloitte Consulting's hourly rates are $500 for Quality Assurance and Risk; $450 for Deloitte OCM Lead Project and Deliverable Manager, Strategic Oversight; $325 for Booking and Revenue Management Lead; $305 for Location Tracking Lead; and $100 for Offsite Support. The Marketing and Brand Strategy Services are estimated to be approximately $97,000 at the applicable hourly rates of $598 for partner/principal, $511 for senior manager, $469 for manager, $469 for manager, and $392 for senior consultant. Marc Hanna, a principal of Deloitte Consulting LLP, discloses that his firm has approximately $528,000 in unpaid fees for services rendered and related expenses incurred prepetition. Deloitte Consulting has agreed to waive this amount upon entry of an order approving the Debtors' Application. Deloitte Consulting was paid a prepetition retainer of $150,000, of which approximately $134,570 remained as of the Petition Date. Deloitte Consulting was also paid $359,352 in the 90 days before the Petition Date. Mr. Hannah also disclosed that Deloitte Consulting has certain relationships with parties in matters unrelated to the Debtors' Chapter 11 cases. A schedule of those clients is available for free at: http://bankrupt.com/misc/AMR_DeloitteConsultingClients.pdf Despite those disclosures, Mr. Hannah assures the Court that Deloitte Consulting is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. 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. The Company's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Taps BCG to Redesign Management Structure ------------------------------------------------------------ AMR Corp. and its affiliates seek the Bankruptcy Court's permission to employ The Boston Consulting Group, Inc., as their strategic consultants, nunc pro tunc to January 9, 2012. As the Debtors' strategic consultant, BCG has agreed to facilitate a dedicated project to help the Debtors redesign and realign their current management structure. The "Cascade Project" will enable the Debtors to, among other things, (i) ensure that the right management teams are working on the right tasks; (ii) design a management structure that fosters accountability and high performance, adaptability, and fast, effective decision making; and (iii) create an efficient cost structure. The Cascade Project is a collaborative effort, with BCG team leaders working with Tom Horton, the Debtors' Chairman, Chief Executive Officer and President, and management to create an effective organizational structure. The Debtors propose to pay BCG for services rendered in connection with the Cascade Project: a flat fee of $254,500 per week for the first six weeks and a flat fee of $392,500 per week for the final 26 weeks, with the total cost not to exceed $11,732,000. BCG's rates include any costs for reasonable expenses that it may incur. Ken Keverian, a senior partner and managing director at BCG, disclosed that during the 90-day period before the Petition Date, his firm received one payment from the Debtors for $1,160,000 for work done in July 2011. BCG agreed to waive its prepetition claim of $6,503,200 for work under the several projects with the Debtors upon entry of an order approving the Debtors' Application. Mr. Keverian further discloses that the personnel related to these connections will not be working on the proposed engagement: (a) a BCG employee's husband served as a law clerk to Judge Allan L. Gropper and (b) a BCG employee serves on a board of school with Judge Gropper. Nonetheless, he assures the Court that BCG is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. 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. The Company's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Has AvAirPros as Airport Real Estate Advisors ---------------------------------------------------------------- AMR Corp. and its affiliates seek permission from the Bankruptcy Court to employ AvAirPros as their consultants, nunc pro tunc to Jan. 23, 2012. As part of their overall restructuring efforts, the Debtors are evaluating and assessing their current airport real estate holdings and seek AvAirPros' recognized experience and knowledge in performing airline and real estate consulting and advisory services. AvAirPros currently functions in an interface/liaison capacity or provides assistance to, among others, American Airlines Inc., Alaska Airlines, Delta Air Lines, Southwest Airlines, and United Airlines as it relates to addressing financial, lease, business, technical, and operational issues that arise as part of both the business relationship between the Airlines and various airports, as well as the implementation of airport capital improvement programs at various airports throughout the United States. As the Debtors' consultant, AvAirPros will provide facility inventory and implementation planning services, facility standard benchmarking services, business negotiation and financial analysis in support of American's facility adjustment, and American's corporate real estate leadership various reports and analyses, to the Debtors. The engagement will terminate six months after the effective date of the firm's retention. AvAirPros will be paid for its services on an hourly basis and will get reimbursed for expenses. The firm's hourly rates are $231 for officer, $215 for senior managing director, $205 for managing director, $193 for senior director, $179 for director, $158 for senior manager, $143 for manager, $130 for consultant, and $63 for administrative. AvAirPros' total billings for its work will not exceed $765,023. Kevin Corrigan, vice president of AvAirPros, assures the Court that his firm is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. 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. The Company's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Committee Asks Nod for Mesirow as Advisor ------------------------------------------------------------ The Official Committee of Unsecured Creditors in AMR Corp.'s cases seeks the Bankruptcy Court's authority to retain Mesirow Financial Consulting LLC as its financial advisors, nunc pro tunc to Dec. 6, 2011. MFC will: (a) assist in the review of reports or filings as required by the Bankruptcy Court or the Office of the United States Trustee, including, but not limited to, schedules of assets and liabilities, statements of financial affairs and monthly operating reports; (b) review the Debtors' financial information, including, but not limited to, analysis of cash receipts and disbursements, financial statement items and proposed transactions for which Bankruptcy Court approval is sought; (c) review and analyze the Debtors' 13-week cash flow forecast, monitor of actual versus projected cash position, and assessment of variances; (d) evaluate potential employee retention and severance plans; (e) analyze the Debtors' aircraft fleet and fleet plan, including aircraft in relation to proposed negotiations of aircraft financing arrangements and Section 1110 elections; (f) assist with identifying and implementing potential cost containment opportunities; (g) assist with identifying and implementing asset redeployment opportunities; (h) analyze the assumption and rejection issues regarding executory contracts and leases; (i) review and analyze the Debtors' proposed business plan and the business and financial condition of the Debtors generally, including but not limited to: (i) review, analyze and assess the Debtors' global network in terms of operational viability and optimal utilization of assets and alliances; (ii) analyze and evaluate the Debtors' regional carrier financial and operational results and contractual arrangements with American Eagle and Chautauqua; (iii) review and analyze the Debtors' financial projections and assumptions; (iv) analyze the Debtors' network profitability and the efficiency of major domestic, international, primary and secondary hubs and alignment between proposed fleet plan and proposed network; (v) analyze labor and labor-related costs relative to activities pursuant to Sections 1113 and 1114 of the Bankruptcy Code, including analysis of pension related replacement and/or termination issues; (vi) analyze the impact of fuel cost and efficiency programs, including hedging activities; (vii) analyze aircraft related operating results and cost savings initiatives related to aircraft utilization and maintenance costs; and (viii) assist in market and competitive analysis; (j) assist in preparing documents necessary for confirmation; (k) advise and assist on the tax consequences of proposed plans of reorganization; (l) assist with the claims resolution procedures, including, but not limited to, analyses of creditors' claims by type and entity; (m) provide litigation consulting services and expert witness testimony regarding confirmation issues, avoidance actions or other matters; and (n) provide other functions as requested by the Committee or its counsel to assist the Committee in these Chapter 11 cases. MFC will be paid according to its standard hourly rates: Director, Managing Director, and Senior Managing Director $855-$895 Senior Vice-President $695-$755 Vice President $595-$655 Senior Associate $495-$555 Associate $315-$425 Paraprofessional $160-$250 MFC will also be reimbursed for any necessary expenses incurred. The Committee says it has asked that the Debtors and their estates agree to indemnify MFC. Larry Lattig, a senior managing director at Mesirow Financial Consulting LLC, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Committee, the Debtors, and their estates. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. 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. The Company's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN WEST: Files for Chapter 11 With Lock-Up Agreement ---------------------------------------------------------- American West Development Inc., a locally owned company that has been building residential communities in southern Nevada since 1984, filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-12349) saying it had reached a reorganization agreement with a group of seven banks led by California Bank & Trust. The Company, founded in 1984, has $56 million in assets and $187.9 million in liabilities as of Jan. 31, 2012. American West attributed its financial woes to the economy. It said that the homebuilding industry in the United States has, for quite some time, been experiencing a significant and sustained decrease in demand for new homes and an oversupply of new and existing homes available for sale. "The economic downturn of the past four years has hit the homebuilding industry hard, particularly in southern Nevada," said Robert Evans, president of American West Development. "With unanimous support from all of our lenders, this reorganization will allow us to move forward with existing and new projects, protect our current employees and subcontractors, and provide for our homeowners." American West said it would continue to pay vendors, subcontractors and suppliers in full and provide homeowner warranty. The Chapter 11 Case A hearing has been set for April 10, 2012 at 9:30 a.m. on the first day motions. The motions filed include requests to (i) obtain credit under 11 U.S.C. Sec. 364, (ii) use cash collateral (iii) reject pricing commitments effective as of the Petition Date, (iv) appoint a future claims representative, and (v) assume a lock-up agreement with banks. The Debtor projects that it will need to use more than $10,800,000 of cash collateral (exclusive of its existing cash as of the Petition Date and any postpetition financing borrowings) during the first 13 weeks following the Petition Date in order to meet its operating expenses and make interest-only adequate protection payments to the Lenders. The Debtor seeks authorization to obtain DIP financing from AWHV Ventures Inc., on a non-priming secured and superpriority basis. AWHV is a non-debtor party that provides the internal treasury function for the Debtor. AWHV is already owed $10.4 million on a prepetition revolving line of credit. The Debtor said it solicited proposals for $10 million in DIP financing and determined that AWHV's offer had the most favorable and competitive terms. AWHV has agreed to convert the full balance of the DIP Financing to equity in the reorganized Debtor pursuant to Debtor's plan. A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled for April 12, 2012 at 1 p.m. Fox Rothschild LLP serves as counsel to the Debtor in the Chapter 11 case. Province Advisors is the financial advisor. Garden City Group is the claims and notice agent. Nathan A. Schultz, P.C., is the conflicts counsel. Restructuring Agreement American West has reached a reorganization agreement with a consortium of seven banks led by California Bank and Trust. "American West Development is committed to long-term growth in southern Nevada. We have confidence in this market, and this plan will strengthen the company's finances and provide the foundation for continuing our commitment to building quality homes and beautiful neighborhoods," said Evans. The Bank Group's members are the only secured creditors and the holders of the largest claims against the Debtor. The banks are owed $177,506,450 for a term loan that matured October 2009, and later restated to extend the maturity to October 2012. Collateral granted to the lenders include the Debtor's right to receive deferred payments due from certain affiliates of Debtor, representing amounts due for lot development, unit construction and other services for which the Debtor has acted as general contractor for certain affiliated home-selling entities. As of Nov. 30, 2011, the book value of the Receivable was $78,177,097. The Lock-Up Agreement sets forth the terms and conditions of the commitments that Debtor and the Bank Group have made regarding the Plan, the Plan confirmation process, and certain other aspects of the Chapter 11 Case. The salient terms of the Agreement are: a. The members of the Bank Group will have allowed secured claims in the Chapter 11 case in an aggregate amount of not more than $49,635,000, which is equal to the net present value of the Receivable; b. Consistent with the Plan, upon the effective date of the Plan and in full satisfaction of the Bank Group members' allowed secured claims against Debtor, each member of the Bank Group will be issued a promissory note secured by the Receivable. Each member of the Bank Group will receive a New Secured Note in a principal amount equal to the product of (x) the Claim Value, and (y) its Pro Rata Interest. The New Secured Notes will have a maximum aggregate principal amount equal to the Claim Value; c. Each member of the Bank Group will have an allowed unsecured claim in the Chapter 11 case, in the aggregate, in the deficiency amount of $127,871,450; d. Upon the effective date of the Plan, and without further action on the part of the Bank Group or otherwise: (i) the members of the Bank Group will be deemed to waive and will waive their respective rights against Debtor to receive any distribution on account of their unsecured claims in the Chapter 11 case; (ii) the Term Loan Obligations will be deemed fully discharged and satisfied solely as to Debtor, and the Term Loan shall immediately terminate solely with respect to Debtor; and (iii) AWDI will be deemed to be the sole owner of the Receivable, free and clear of the Bank Group's interests under the Term Loan (but subject to the Bank Group's interests under the New Secured Notes); and e. all liens and security interests in property of Debtor's estate securing the Term Loan Obligations will automatically be deemed to be replaced by the New Secured Notes and the documents and instruments in connection therewith without further action (but without effect on the Bank Group's liens on the Receivable to secure the New Secured Notes); f. At the reasonable request of AWDI (and at the sole cost and expense of AWDI) after the effective date of the Plan, the Administrative Agent on behalf of the Bank Group will amend any UCC financing statement filings (to the extent naming Debtor as "debtor") to conform to the collateral description provided in the documents and instruments in connection with the New Secured Notes; g. Monthly on or before the first day of each month and continuing during the pendency of the Chapter 11 case, the Debtor will make adequate protection payments to the Administrative Agent for the benefit of the members of the Bank Group in an amount equal to the highest non-default rate of interest applicable from time to time to amounts outstanding under the Term Loan, multiplied by $49,635,000; and h. The members of the Bank Group will waive any respective right to seek from Debtor or the reorganized Debtor interest accruing under the Term Loan prior to the Plan effective date in excess of the non-default rate. The Lock-Up Agreement may be terminated by the Bank Group if the Chapter 11 plan effective date has not occurred within 15 months of the Petition Date. The Bank Group may be reached at: California Bank & Trust c/o CB&T Real Estate Finance 6001 N. 24th St. Phoenix, Arizona 85016 Attn: Bruce Weyers E-mail: Bruce.Weyers@nbarizona.com Counsel for the Bank Group is: Dave Sprentall, Esq. SNELL & WILMER, L.L.P. One Arizona Center 400 East Van Buren Phoenix, Arizona 85004-2202 E-mail: Dsprentall@swlaw.com About American West Recognized as one of the top 100 homebuilders in the country for each of the last 25 years, American West Development -- http://www.awdevelopmentreorg.com/-- currently has eight single- family communities under construction in the Las Vegas Valley. This year the company is adding the new communities of Carmel Hills, Brookside, Brentwood, Bridgewater, Highland Collection and Stonebridge. The Debtor has 71 full-time employees. AMERICAN WEST: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: American West Development, Inc. fdba Castlebay 1, Inc. Heritage 1, Inc. Silverado Springs 1, Inc. Silverado Springs 2, Inc. Kingsbridge 1, Inc. Inverness 5, Inc. Promontory Estates, LLC Fairmont 1, Inc. Windsor 1, Inc. Glen Eagles 3, Inc. Tradition, Inc. Promontory Point 4, Inc. Kensington 1, Inc. Development Management, Inc. 250 Pilot Road, Suite 140 Las Vegas, NV 89119 Bankruptcy Case No.: 12-12349 Chapter 11 Petition Date: March 1, 2012 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Brett A. Axelrod, Esq. FOX ROTHSCHILD LLP 3800 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169 Tel: (702) 262-6899 Fax: (702) 597-5503 E-mail: baxelrod@foxrothschild.com - and ? Micaela Rustia Moore, Esq. FOX ROTHSCHILD LLP 3800 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169 Tel: (702) 262-6899 Fax: (702) 597-5503 E-mail: pkois@foxrothschild.com Debtor's Conflicts Counsel: NATHAN A. SCHULTZ, P.C. Debtor's Claims and Notice Agent: GARDEN CITY GROUP Total Assets: $56 million as of Jan. 31, 2012 Total Liabilities: $187.9 million as of Jan. 31, 2012. The petition was signed by Robert M. Evans, president. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ JPMORGAN CHASE BANK, N.A. Term Loan $24,934,933 201 N. Central Avenue, 20th Floor Credit Agreement Dept AZI-1322 Phoenix, AZ 85004 California Bank & Trust Term Loan $24,934,933 c/o CB&T Real Estate Finance Credit Agreement 2929 North Central Avenue, Suite 1200 Phoenix, AZ 85012 Bank Of America, N.A. Term Loan $17,617,844 5 Park Plaza, Suite 500 Credit Agreement Irvine, CA 92614 Wells Fargo National Association Term Loan $17,049,527 8601 N. Scottsdale Road, Suite 200 Credit Agreement Scottsdale, AZ 85253 Wells Fargo Bank, Term Loan $14,918,336 National Association, Credit Agreement Successor In Interest To Wachovia Bank, National Association 8601 N. Scottsdale Road, Suite 200 Scottsdale, AZ 85253 Insurance Company Of The West Term Loan $12,518,560 Surety, Home Office, San Diego Credit Agreement 11455 El Camino Real San Diego, CA 92130 U.S. Bank National Association Term Loan $11,366,351 2300 W. Sahara Avenue, Suite 200 Credit Agreement Las Vegas, NV 89102 Key Bank National Association Term Loan $9,945,557 1200 Abernathy Road NE, Suite 1550 Credit Agreement Atlanta, GA 30328 Comerica Bank Term Loan $7,103,970 500 Woodward, MC 3256 Credit Agreement Detroit, MI 48226 The Insco Dico Group Surety Bond $7,545,390 Home Office 17780 Fitch, Suite 200 Irvine, CA 92614 AT&T Mobility Utility Provider Unknown Clark County Water Utility Provider Unknown Las Vegas Valley Water District Utility Provider Unknown NV Energy Utility Provider Unknown Southwest Gas Corporation Utility Provider Unknown Sprint Utility Provider Unknown Telepacific Communication Utility Provider Unknown T-Mobile Utility Provider Unknown Valley Electric Assn. Utility Provider Unknown Verizon Wireless Utility Provider Unknown AMERIGROUP CORP: Moody's Issues Summary Credit Opinion ------------------------------------------------------ Moody's Investors Service released a summary credit opinion on AMERIGROUP Corporation and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for AMERIGROUP Corporation and its affiliates. Moody's current ratings on AMERIGROUP Corporation and its affiliates are: Long Term Corporate Family (domestic currency) ratings of Ba3 Senior Unsecured (domestic currency) ratings of Ba3 Senior Unsecured Shelf (domestic currency) ratings of (P)Ba3 Subordinate Shelf (domestic currency) ratings of (P)B1 Preferred Shelf (domestic currency) ratings of (P)B2 Preferred shelf -- PS2 (domestic currency) ratings of (P)B2 AMERIGROUP Florida, Inc. Insurance Financial Strength domestic currency ratings of Baa3 AMERIGROUP Maryland, Inc. Insurance Financial Strength domestic currency ratings of Baa3 AMERIGROUP Texas, Inc. Insurance Financial Strength domestic currency ratings of Baa3 AMERIGROUP New Jersey, Inc. Insurance Financial Strength domestic currency ratings of Baa3 RATING RATIONALE Moody's Ba3 senior debt rating for AMERIGROUP Corporation (AMERIGROUP) and the Baa3 insurance financial strength (IFS) rating of AMERIGROUP's operating subsidiaries is based on the company's concentration in the Medicaid market offset by its good consolidated risk based capital level, relatively stable financial profile and moderate financial leverage. AMERIGROUP is a multi-state managed healthcare company focused on serving people who receive their healthcare benefits through publically sponsored programs, specifically Medicaid and Medicare. The company is one of the largest Medicaid healthcare companies with a leading Medicaid market share position in most of the 11 states in which it currently has a contract (Florida, Georgia, Maryland, New Jersey, New Mexico, New York, Ohio, Nevada, Tennessee, Texas and Virginia). The ratings reflect the unique risks associated with the managed care Medicaid segment. First, each of the state contracts is renewed on a periodic basis. The loss of one of the larger contracts would have a considerable impact on the revenues and earnings of AMERIGROUP. Second, the Medicaid business is very reliant on reputation and an operating problem in one state could jeopardize the Medicaid contract in other states. Lastly, Moody's has concerns with respect to the future level of reimbursements as states fall under budgetary and political pressures; however, the recently passed healthcare reform legislation will provide increased federal funding for Medicaid in the future. AMERIGROUP also offers Medicare Advantage products in seven states (Florida, Maryland, New Jersey, New Mexico, New York, Tennessee, and Texas) although its membership is relatively small (approximately 23,000 members). The major concern with Medicare Advantage (MA) business is the change in government reimbursement levels under the healthcare reform bill. It is not clear how current MA members will respond to the resulting benefit and premium changes that will likely result from the reduced reimbursement levels over the next several years. Offsetting these risks are AMERIGROUP's experience and reputation in the marketplace, and strong centralized management oversight of the financial and operational functions of the company. While AMERIGROUP has been successful in growing membership organically, acquisitions and expansions into new states have been a significant factor in the company's growth, and Moody's expects that the company will continue to be active in acquisitions and Medicaid expansions as opportunities arise in the future. While acquisitions and expansions are considered to raise the level of operational risk in connection with diverting management's focus and integration issues, AMERIGROUP has a proven track record of success in this area. AMERIGROUP (NYSE: AGP) is a multi-state managed healthcare company incorporated in Delaware and headquartered in Virginia Beach, Virginia. The company is focused on serving people who receive healthcare benefits through publicly-sponsored programs, including Medicaid, State Children's Health Insurance Program (SCHIP), FamilyCare and Special Needs Plans (SNP), and Medicare Advantage. Through its subsidiaries, AMERIGROUP operates in Florida, Georgia, Maryland, New Jersey, New Mexico, New York, Ohio, Nevada, Tennessee, Texas and Virginia. Rating Outlook The outlook on AMERIGROUP's ratings is stable. What to Watch For - The level of Medicaid rate increases provided to AMERIGROUP by the states - Additional Healthcare Reform regulations impacting Medicaid - A movement by more states to transfer their Medicaid populations to managed care programs. What Could Change the Rating - Up The following could cause a rating upgrade: - A sustained increase in consolidated NAIC RBC ratio above 200% of company action level, - A decrease in adjusted financial leverage to 25% or below - Continued expansion into new geographies or introduction of new products in existing states, - Maintaining EBITDA margin in the 6% range. What Could Change the Rating - Down The following could cause a rating downgrade - A loss or impairment of one or more of AMERIGROUP's major Medicaid contracts, - Consolidated NAIC RBC ratio below 150% CAL, - A decrease in EBITDA margins below 3%. The principal methodology used in these ratings was Moody's Rating Methodology for U.S. Health Insurance Companies published in May 2011. APPLESEED'S INTERMEDIATE: Trustee Suit Over $310MM Payout Survives ------------------------------------------------------------------ Martin Bricketto at Bankruptcy Law360 reports that a federal judge on Thursday refused to toss a suit by a trustee for Orchard Brands Corp. subsidiaries looking to claw back a $310 million acquisition-related dividend from Golden Gate Capital Corp. funds that allegedly caused the companies' insolvency, calling a primary dismissal argument illogical. About Appleseed's Intermediate Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard Brands sells clothing to people 55 and older. Orchard Brands has 17 brands including Appleseed's, Draper's & Damon's, Gold Violin, Haband and Norm Thompson. It publishes catalogs and has stores under its Appleseed's and Draper's & Damon's brands. It has annual sales of about $1 billion and earnings before interest, taxes, depreciation and amortization are about $50 million. Appleseed's is owned by Golden Gate Capital Corp., which also holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc. and Zale Corp. Appleseed's Intermediate and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10160) on Jan. 19, 2011. Appleseed's Intermediate estimated assets at $100 million to $500 million and debts at $500 million to $1 billion in its Chapter 11 petition. Richard M. Cieri, Esq., Joshua A. Sussberg, Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy counsel. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP, serves as local counsel to the Debtors. Moelis & Company LLC is the Debtors' investment banker and financial advisor. Alvarez & Marshal North America, LLC, is the Debtors' restructuring advisor. Pricewaterhousecoopers LLP is the Debtors' independent auditor. Kurtzman Carson Consultants LLC is the notice, claims and balloting agent. Jay R. Indyke, Esq., Cathy Hershcopf, Esq., Brent Weisenberg, Esq., and Richelle Kalnit, Esq., at Cooley LLP, in New York, and Robert K. Malone, Esq., Michael P Pompeo, Esq., and Howard A Cohen, Esq., at Drinker Biddle & Reath LLP, in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. The Orchard Brands subsidiaries implemented their reorganization plan after obtaining confirmation of the plan on April 14. While reducing debt by $420 million, the plan created the creditors' trust that filed the suit. The plan was part of a prepackaged reorganization. ARCADIA RESTAURANT: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Arcadia Restaurant Ventures LLC 30011 Ivy Glenn Drive, Suite 150 Laguna Niguel, CA 92677 Bankruptcy Case No.: 12-12507 Chapter 11 Petition Date: February 28, 2012 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Todd C. Ringstad, Esq. RINGSTAD & SANDERS LLP 2030 Main St. #1200 Irvine, CA 92614 Tel: (949) 851-7450 E-mail: becky@ringstadlaw.com Scheduled Assets: $314,148 Scheduled Liabilities: $3,244,366 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-12507.pdf The petition was signed by Dara Dejbakhsh, managing member. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Desert Restaurant Ventures, LLC 12-12502 02/28/12 ATLANTIC & PACIFIC: S&P Assigns Prelim. 'B-' Corp. Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned a preliminary 'B-' corporate credit rating to the Montvale, N.J.-based The Great Atlantic & Pacific Tea Co. Inc. "At the same time, we assigned a preliminary 'B+' issue level rating, two notches above the preliminary corporate credit rating, and a preliminary '1' recovery rating to the company's proposed $270 million senior secured term loan. The preliminary '1' recovery rating incorporates our expectation of very high (90% to 100%) recovery of principal in the event of a postemergence default by the company. The outlook is negative," S&P said. "The preliminary ratings are subject to A&P's timely emergence from bankruptcy and the consummation of its plan of reorganization remaining in line with our expectations," said Standard & Poor's credit analyst Charles Pinson-Rose. He added, "Moreover, these ratings are also subject to review of the final loan documentation." "The preliminary 'B-' corporate credit rating reflects our view that the company will maintain 'adequate' liquidity in the near term and our belief that A&P has the potential to improve operating performance such that it will be able to sustain its postemergence capital structure. The view also incorporates our expectation that A&P can grow profits to fund cash interest and capital spending with operating cash flows. We believe that A&P lowered certain costs during its reorganization, and these efforts will improve the company's profitability in the near term," S&P said. "The outlook is negative, which incorporates the chance that A&P is unable to increase profitability as we anticipate. We may lower the company's rating if it cannot generate sufficient cash to fund cash interest costs (of both its first-lien term loan and second- lien notes) and the necessary capital spending with operating cash flows in the near term. We believe that EBITDA needs to be in the range of $160 million to $190 million to successfully do so. Although there are several factors that could inhibit the company from reaching this level of profitability, we believe that if the company's sales trends are considerably negative in 2012 or flat or slightly negative throughout 2012 and into 2013, A&P will not likely reach that level of EBITDA. In either of those cases, we would likely lower our ratings. On the other hand, we would consider a stable outlook if EBITDA improved to the aforementioned range, and we were comfortable that the sales and operating trends would lead to consistent performance," S&P said. B-BAR TAVERN: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: B-Bar Tavern, Inc. dba Prospector Casino 616 10th Avenue South Great Falls, MT 59405 Tel: (406) 899-8129 Bankruptcy Case No.: 12-60228 Chapter 11 Petition Date: February 27, 2012 Court: U.S. Bankruptcy Court District of Montana (Butte) Judge: Ralph B. Kirscher Debtor's Counsel: Steven M. Johnson, Esq. CHURCH, HARRIS, JOHNSON & WILLIAMS, P.C. P.O. Box 1645 Great Falls, MT 59403 Tel: (406) 761-3000 E-mail: sjohnson@chjw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The petition was signed by Richard Barnes, president. The Company?s list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Dave Swingley Fees for Services $1,000 Swingley Realty 174 Woodland Estates Road Great Falls, MT 59404 BELLISIO FOODS: S&P Affirms 'B' Corporate After $200-Mil. Loan -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Minneapolis-based Bellisio Foods Inc. "We also assigned our 'B' issue-level ratings to Bellisio Foods' $200 million senior secured credit facilities, which consist of a $30 million revolving credit facility due 2016 and a $170 million term loan due 2017. The recovery rating on these facilities is '3', indicating our expectation for meaningful (50% to 70%) recovery in the event of a payment default. As part of the transaction, the company also issued roughly $52 million in mezzanine debt (unrated)," S&P said. "We are withdrawing the ratings on the company's prior senior secured credit facilities and our preliminary 'B' corporate credit rating on Bellisio Parent LLC, Bellisio Foods Inc.'s new parent company," S&P said. "The ratings reflect our view of Bellisio's narrow product portfolio, participation in the highly competitive frozen food category, exposure to volatile commodity costs, relatively limited operating scale, and limited customer and geographic diversity," said Standard & Poor's credit analyst Bea Chiem. "The outlook is stable. Following the transaction, we estimate that the company had about $234.7 million of adjusted total debt outstanding," S&P said. BERNARD L. MADOFF: Trustee Can't Add Evidence to Mets Fight ----------------------------------------------------------- Richard Vanderford at Bankruptcy Law360 reports that the judge overseeing the $386 million clawback suit Bernard L. Madoff's bankruptcy trustee brought against the owners of the New York Mets ruled Wednesday that the trustee cannot add evidence to the case's summary judgment fight. U.S. District Judge Jed S. Rakoff wants to decide by March 5 whether trustee Irving Picard's suit against the baseball team's owners will go to trial, and has no time to review additional evidence, he said in a written order, according to Law360. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 8, 2012, Mr. Picard has recovered $8.7 billion for investors. A total of $325.5 million has been distributed to investors. Mr. Picard has filed 1,000 lawsuits seeking $100 billion from banks such as HSBC Holdings Plc and JPMorgan Chase & Co. The trustee has seen more than $28 billion of his claims tossed by district judges. In February 2012, U.S. District Judge Deborah A. Batts ruled that the bankruptcy judge was correct in ignoring a request by a customer named Marsha Peshkin to remove Mr. Picard and his attorneys. Batts, in her Feb. 16 opinion, said the request was improperly made because it first appeared in a reply brief submitted on a motion seeking the bankruptcy judge to revoke approval of a $220 million settlement with the estate of Norman F. Levy. BERNARD L. MADOFF: Attorney General Opposes Picard Suit ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that California Attorney General Kamala Harris isn't giving up when it comes to suing the estate of Stanley Chais, an investment adviser who allegedly made $270 million in fees by funneling customer funds into Bernard L. Madoff Investment Securities Inc. Mr. Rochelle recounts that in January, Madoff trustee Irving Picard sued in bankruptcy court to stop Mr. Harris's lawsuit pending in a state court in California. Mr. Picard contended that Mr. Harris is improperly seeking to recover funds stolen from Madoff customers that only the trustee has the right to claw back. Mr. Picard says that success by Harris would leave nothing for the trustee to recover on behalf of thousands of other Madoff customers who suffered from the same fraud. Mr. Harris filed opposition papers on Feb. 29, contending that enforcement of a state's police or regulatory powers isn't halted by bankruptcy. She contends that the state has "independent, direct claims against the third-party non-debtor Chais for violations of state securities and consumer protection laws." Mr. Picard is also suing to stop four other lawsuits by investors in Chais's funds, which in turn invested in the Madoff Ponzi scheme. The bankruptcy judge in New York will decide at an April 24 hearing whether Harris can proceed with her suit. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 8, 2012, Mr. Picard has recovered $8.7 billion for investors. A total of $325.5 million has been distributed to investors. Mr. Picard has filed 1,000 lawsuits seeking $100 billion from banks such as HSBC Holdings Plc and JPMorgan Chase & Co. The trustee has seen more than $28 billion of his claims tossed by district judges. In February 2012, U.S. District Judge Deborah A. Batts ruled that the bankruptcy judge was correct in ignoring a request by a customer named Marsha Peshkin to remove Mr. Picard and his attorneys. Batts, in her Feb. 16 opinion, said the request was improperly made because it first appeared in a reply brief submitted on a motion seeking the bankruptcy judge to revoke approval of a $220 million settlement with the estate of Norman F. Levy. BERNARD L. MADOFF: Ruling Today on Wilpon $386-Mil. March Trial --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the hearing Feb. 23 pitting the trustee for Bernard L. Madoff Investment Securities Inc. against Fred Wilpon and other owners of the New York Mets baseball club came and went without a ruling from the district judge on whether a jury trial scheduled for March 19 can be averted. According to the report, both sides claimed there are no disputed facts the jury needs to decide for some or all of the claims and defenses in the suit where the Madoff trustee is seeking to recover $386 million from the Wilpon group. The trustee contends he's automatically entitled to $83 million, representing the Wilpon group's fictitious profits. The Wilpon group counters by arguing that Mr. Madoff's status as a broker entitles them to keep the $83 million, even if the profits were fictitious. The report relates that the Wilpon group filed a summary judgment motion for dismissal of the remaining $303 million in claims where the trustee is seeking to recover principal taken out before the fraud surfaced. U.S. District Judge Jed Rakoff in Manhattan said he would rule by March 5 on the question of whether one side or the other is entitled to win or lose automatically for lack of disputed facts. Judge Rakoff also ruled Feb. 23 that neither side would be allowed to use expert witnesses at the March trial. The Wilpon suit in district court is Picard v. Katz, 11-03605, S.D.N.Y. (Manhattan). About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of Feb. 8, 2012, Mr. Picard has recovered $8.7 billion for investors. A total of $325.5 million has been distributed to investors. Mr. Picard has filed 1,000 lawsuits seeking $100 billion from banks such as HSBC Holdings Plc and JPMorgan Chase & Co. The trustee has seen more than $28 billion of his claims tossed by district judges. In February 2012, U.S. District Judge Deborah A. Batts ruled that the bankruptcy judge was correct in ignoring a request by a customer named Marsha Peshkin to remove Mr. Picard and his attorneys. Batts, in her Feb. 16 opinion, said the request was improperly made because it first appeared in a reply brief submitted on a motion seeking the bankruptcy judge to revoke approval of a $220 million settlement with the estate of Norman F. Levy. BEVERLY HILLS: Chapter 11 Case Summary & Unsecured Creditor ----------------------------------------------------------- Debtor: Beverly Hills Medical Management Co. Ltd 475 S. Robertson Boulevard Beverly Hills, CA 90211 Bankruptcy Case No.: 12-16892 Chapter 11 Petition Date: February 27, 2012 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Vincent P. Zurzolo Debtor's Counsel: Marc C. Rosenberg, Esq. LAW OFFICES OF MARC C ROSENBERG 18321 Ventura Blvd., Suite 900 Tarzana, CA 91356-4251 Tel: (818) 776-0012 Fax: (818) 776-0892 E-mail: annette@marcslaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The list of 20 largest unsecured creditors only has one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Los Angeles County Tax Property Taxes $7,848 Collector 225 North Hill Street Los Angeles, CA 90012 The petition was signed by Ali Asghar Maleksaeedi, president. BICENT POWER: S&P Cuts Secured Loans' to 'CC' on Project Woes ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its issue-level ratings to 'CC' from 'CCC+' on Bicent Power LLC project financing's $480 million first-lien senior secured credit facility and to 'CC' from 'CCC' on the $130 million second-lien term loan. The outlook on both ratings is negative. The rating action follows the apparent conclusion of arbitration between Bicent Power subsidiary Colorado Energy Management LLC (CEM) and Lea Power Partners (LPP) in January 2012. "CEM was engaged as the engineering, procurement, and construction contractor at LPP's Hobbs plant in New Mexico in 2006. The plant was completed with cost overruns, and the parties have been in dispute since 2008. It is reported that CEM will receive $1 million for project completion but will be required to pay $22 million toward cost overruns. Bicent Power has not confirmed this outcome, but the information is available from public sources. We conclude that these developments will cause the project to fail its debt leverage covenant for the fourth quarter of 2011," S&P said. "The negative outlook reflects our expectations for the project after the grace period expires at the start of March 2012," said Standard & Poor's credit analyst Ben Macdonald. "With our anticipation of average recovery prospects for the project, project owners may not be willing to make equity contributions to the transaction," Mr. Macdonald added. "Our rating methodology specifies that we would lower the rating immediately upon acceleration and payment default, unless we judged that there was high certainty of payment within five days," S&P said. BOMBADIER RECREATIONAL: Lifted by S&P to 'B+'; Outlook Stable ------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term corporate credit rating on Valcourt, Que.-based recreational products manufacturer Bombardier Recreational Products Inc. (BRP) to 'B+' from 'B'. The outlook is stable. "At the same time, we raised our issue-level rating on the company's senior secured revolving credit facility one notch to 'BB' from 'BB-'. The recovery rating on BRP's revolving credit facility is unchanged at '1', indicating our expectation of very high (90%-100%) recovery in a default scenario. The company is pursuing an amend and extend (the amendment) to its credit agreement, including a proposed increase in the revolving credit facility to C$350 million from C$240 million, with the maturity date extended to March 2016 from March 2013," S&P said. "In addition, we are raising our issue-level rating on BRP's $790 million senior secured term loan B one notch to 'B+' from 'B'. The recovery rating on the term loan is unchanged at '4', indicating an expectation of average (30%-50%) recovery in the event of default. As part of the proposed amendment, about $500 million of the term loan outstanding will be extended until June 2016, with the remaining term loan outstanding of about $160 million maturing in June 2013," S&P said. "The upgrade reflects our view of the continued improvement in BRP's financial risk profile stemming from the company's better operating performance and credit protection measures, largely due to increased revenue from new product introductions and organic growth, as well as management's focus on cost efficiencies," said Standard & Poor's credit analyst Lori Harris. "Furthermore, we believe that management has been very effective at maintaining rationalized dealer inventories such that production levels should be largely in line with expected retail demand in the medium term," Ms. Harris added. "The ratings on BRP reflect what Standard & Poor's views as the volatile demand for the company's products due to their discretionary nature, which led to sharp declines in revenue and profit in the last recession, highly seasonal operating profits, and intense competition. These factors are partially offset by the company's solid market position, improved operating performance and credit protection measures, in addition to BRP's well- established dealer network," S&P said. "BRP manufactures motorized recreational products including snowmobiles under the Ski-Doo and Lynx brand names, watercraft and sport boats under the Sea-Doo name, power sport engines under the Rotax name, all-terrain vehicles (ATV), side-by-side vehicles and roadsters under the Can-Am name, and outboard engines under the Evinrude and Johnson names. The company's revenues are geographically diversified, with key markets in the U.S., Canada, and Europe," S&P said. "The stable outlook reflects Standard & Poor's opinion that BRP will sustain improvement in its operating performance and that credit ratios will be in line with our expectations in the medium term, including adjusted debt to EBITDA in the 3x area. We could lower the ratings if the company's financial flexibility weakens materially because of poor operating performance or sizable dividends, resulting in adjusted debt to EBITDA above 5x. Although we recognize the company's deleveraging and higher margin point to potentially improving creditworthiness, the ratings on BRP remain constrained at current levels owing to its ownership structure and future financial policy considerations," S&P said. BONDS.COM GROUP: Names MBS Unit Head D. Weisberger as New COO ------------------------------------------------------------- Bonds.com Group, Inc.'s Board of Directors appointed David J. Weisberger as the Company's Chief Operating Officer. Mr. Weisberger, age 58, originally joined the Company in February 2011, as a Managing Director for the Company's wholly-owned subsidiary Bonds.com MBS, Inc. Prior to joining the Company, Mr. Weisberger was Chief Executive Officer and a director of Beacon Capital Strategies, Inc., an electronic trading and execution platform for mortgage-backed securities, from August 2009 until February 2011, when the Company acquired substantially all of Beacon Capital Strategies, Inc.'s assets. Prior to joining Beacon Capital Strategies, Inc., Mr. Weisberger was a consultant in the financial services and real estate industries from 2006 until August 2009. From 1994 until 2006, Mr. Weisberger was the founder and Managing Member of Watch Hill Investment Partners LLC and Watch Hill Management Partners LLC, the investment management companies for the Watch Hill family of mortgage derivative hedge funds. Mr. Weisberger holds a Bachelor of Science Degree in Business Administration from The American University, Washington, D.C. The Company and Mr. Weisberger are parties to an Employment Agreement, dated Feb. 2, 2011, and stock option awards, dated Feb. 2, 2011. Sub-Lease Agreement Bonds.com Group's indirect, wholly-owned subsidiary Bonds.com, Inc., entered into a Sub-Sublease Agreement with Hewitt Associates, LLC, for premises located at 1500 Broadway, New York, New York, which the Company anticipates will become its new corporate headquarters. The Sub Sub-Lease is not effective until consented to by both Zapco 1500 Investment L.P. and The Nasdaq Stock Market, Inc., the master landlord and sublessor of those premises, respectively. The Sub Sub-Lease commences on the date that both such consents have been obtained and expires in August 2014. A full-text copy of the Sub-Lease Agreement is available for free at http://is.gd/paYBIv About Bonds.com Group Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG) -- http://www.bonds.com/-- through its subsidiary Bonds.com, Inc., serves institutional fixed income investors by providing a comprehensive zero subscription fee online trading platform. The Company designed the BondStation and BondStationPro platforms to provide liquidity and competitive pricing to the fragmented Over- The-Counter Fixed Income marketplace. The Company differentiates itself by offering through Bonds.com, Inc. an inventory of more than 35,000 fixed income securities from more than 175 competing sources. Asset classes currently offered on BondStation and BondStationPro, the Company's fixed income trading platforms, include municipal bonds, corporate bonds, agency bonds, certificates of deposit, emerging market debt, structured products and U.S. Treasuries. As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca Raton, Fla., in its audit reports for the years ended Dec. 31, 2009, and Dec. 31, 2010, expressed substantial doubt about the Company's ability to continue as a going concern. The auditors noted that the Company has sustained recurring losses and has negative cash flows from operations. The Company reported a net loss of $12.51 million on $2.71 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $4.69 million on $3.90 million of revenue during the prior year. The Company also reported a net loss of $12.26 million on $2.84 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $9.21 million on $2.01 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $4.10 million in total assets, $15.52 million in total liabilities and a $11.42 million stockholders' deficit. BROADCAST INT'L: Extends Maturity of $1.3 Million Bridge Note ------------------------------------------------------------- Broadcast International, Inc., entered into an extension agreement with six individuals and one trust as holders of a $1,300,000 promissory note due Feb. 28, 2012. The Bridge Note was amended to provide that the "Maturity Date" is defined as the date which is the earlier of nine months from the date of the Extension or the completion date of one or more offerings of the Company's debt, equity or equity-linked securities, which results in gross proceeds of at least $12 million. As consideration for the extension the Company agreed to issue to the Holders warrants to acquire no less than 247,500 shares of common stock of the Company. Those warrants will have a six year life, will be exercisable at $.35 per share, and will have a weighted average ratchet provision for at least 6 months from issuance as well as cashless exercise rights in the absence of an effective registration statement. The Holders of the Bridge Note will continue to receive interest at the rate of 1.5% per month from the date hereof until paid in full. The exercise price of the warrants to acquire 357,500 shares of the Company's common stock already held by Makers shall adjust from $.65 per share to $.52 per share. A copy of the Amendment is available for free at: http://is.gd/Xl1zeO About Broadcast International Based in Salt Lake City, Broadcast International, Inc., installs, manages and supports private communication networks for large organizations that have widely-dispersed locations or operations. The Company owns CodecSys, a video compression technology to convert video content into a digital data stream for transmission over satellite, cable, Internet, or wireless networks, as well as offers audio and video production services. The Company's enterprise clients use its networks to deliver training programs, product announcements, entertainment, and other communications to their employees and customers. The Company reported net profit of $3.73 million on $6.32 million of net sales for the nine months ended Sept. 30, 2011, compared with a net loss of $11.65 million on $5.36 million of net sales for the same period a year ago. Net loss in 2010 was $18.66 million, which followed a net loss of $13.38 million in 2009. The Company's balance sheet at Sept. 30, 2011, showed $4.32 million in total assets, $12.59 million in total liabilities, and a $8.27 million total stockholders' deficit. Bankruptcy Warning According to the Form 10-Q for the quarter ended Sept. 30, 2011, the Loan Restructuring Agreement the Company entered into as part of the Debt Restructuring contains, among other things, covenants that may restrict its ability to obtain additional capital, to declare or pay a dividend or to engage in other business activities. A breach of any of these covenants could result in a default under the Company's Amended and Restated Note, in which event the holder of the note could elect to declare all amounts outstanding to be immediately due and payable, which would require the Company to secure additional debt or equity financing to repay the indebtedness or to seek bankruptcy protection or liquidation. CAESARS ENTERTAINMENT: Incurs $195.4-Mil. Net Loss in 4th Quarter ----------------------------------------------------------------- Caesars Entertainment Corporation reported a net loss of $195.40 million on $2.17 billion of net revenues for the quarter ended Dec. 31, 2011, compared with a net loss of $194 million on $2.12 billion of net revenues for the same period a year ago. The Company reported a net loss of $666.70 million on $8.83 billion of net revenues for the year ended Dec. 31, 2011, compared with a net loss of $823.30 million on $8.81 billion of net revenues during the prior year. The Company had net income of $846.40 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $28.51 billion in total assets, $27.46 billion in total liabilities and $1.05 billion in total stockholders' equity. "We achieved revenue, income from operations and Property and Adjusted EBITDA growth in the fourth quarter, thanks to strong results in Las Vegas and from our international resorts and online activities," said Gary Loveman, chairman, president and chief executive officer of Caesars Entertainment. "Those gains were partially offset by challenges in certain regional domestic markets." A full-text copy of the press release is available for free at: http://is.gd/vXD49J About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. --http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. * * * The TCR reported on Feb. 10, 2012, Moody's Investors Service placed the ratings of Caesars Entertainment Corporation's and Caesars Entertainment Operating Company's, collectively Caesars, on review for possible upgrade, including CET's Caa2 Corporate Family and Caa2 Probability of Default ratings. Moody's also assigned a B2 rating to the proposed $1.250 billion first lien note offering by Caesars Operating Escrow LLC and Caesars Escrow Corporation both wholly owned subsidiaries of CEOC. The rating on the proposed first lien note offering is subject to review of final terms and conditions. CALFRAC WELL: Moody's Raises Corporate Family Rating to 'Ba3' ------------------------------------------------------------- Moody's Investors Service upgraded Calfrac Well Services Ltd.'s (Calfrac) Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to Ba3 from B1, and upgraded the company's senior unsecured notes to B1 from B2. The Speculative Grade Liquidity was changed to SGL-1 from SGL-2. The outlook is stable. RATINGS RATIONALE "The upgrade reflects Calfrac's growing fracturing fleet, enhanced presence in liquids-rich areas, supportive capital spending by oil and liquids-rich upstream companies, and Moody's expectation that the company's debt metrics will remain on an improving trend," said Terry Marshall, Moody's Senior Vice President. "Calfrac's revenues and operating margins have increased significantly over the last 12 to 18 months. Moody's believes the demand for well site services will remain sufficiently healthy in 2012 to uphold the Ba3 CFR." Upgrades: Issuer: Calfrac Holdings, LP -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1, LGD4, 61% from B2, LGD4, 65% -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1, LGD4, 61% from B2, LGD4, 65% Issuer: Calfrac Well Services Ltd. -- Probability of Default Rating, Upgraded to Ba3 from B1 -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 -- Corporate Family Rating, Upgraded to Ba3 from B1 Calfrac's Ba3 CFR considers the company's relatively small size, niche focus on fracturing services and resultant exposure to cyclical oil and natural gas land drilling activities. The rating favorably considers the company's low leverage, high quality and mobile equipment fleet, technical expertise, and strong customer relationships and contracted position that provide revenue stability. The SGL-1 Speculative Grade Liquidity rating reflects very good liquidity. The company will generate positive free cash flow of $35 million in 2012. At December 31, 2011 Calfrac had about C$227 million available, after letters of credit, under its C$230 million syndicated revolving credit facility, due September, 2015. Calfrac will have ample room under its three financial covenants during this period. The company has no debt maturities until 2020. Alternative liquidity is limited given that all assets are pledged to the revolver lenders. Calfrac's revolving credit facility is secured by a first priority lien on substantially all of Calfrac's North American assets, but excludes assets in Russia, Mexico and Argentina. Calfrac Holdings LP senior notes are unsecured. Under Moody's LGD methodology, the size of the prior ranking senior secured revolver results in a notching down of the notes to B1, one notch below the Ba3 CFR. The stable outlook reflects Calfrac's contracted position, strong customer relationships, high quality fleet, and that drilling activity in North America will remain robust. While an upgrade is unlikely in the near term, the rating could be considered for an upgrade in the future if Calfrac can improve the scale and scope of its operations, broaden its geographic footprint and product diversification, and strengthen its market position, while maintaining its strong credit metrics. The rating could be downgraded if Calfrac's financial leverage increases materially due to debt funded capital expenditures or acquisitions. More specifically, if debt to EBITDA cannot be sustained under 3.0x a ratings downgrade could result. The principal methodology used in rating Calfrac was the Global Oilfield Services Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Calfrac Well Services Ltd. is a Calgary, Alberta based provider of pressure pumping services to Exploration and Production companies. CANAL STREET: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Canal Street Ltd. 922 S. Claremont St. San Mateo, CA 94402 Bankruptcy Case No.: 12-30613 Chapter 11 Petition Date: February 27, 2012 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Dennis Montali Debtor's Counsel: James F. Beiden, Esq. LAW OFFICES OF JAMES F. BEIDEN 840 Hinckley Rd. #245 Burlingame, CA 94010 Tel: (650) 697-6100 E-mail: attyjfb@yahoo.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 four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb12-30613.pdf The petition was signed by Victor M. Catanzano, general partner. CANFOR CORPORATION: DBRS Confirms Issuer Rating at 'BB' ------------------------------------------------------- DBRS has confirmed the Issuer Rating and Senior Notes rating of Canfor Corporation at BB (high). The trends are Stable. The Issuer Rating is supported by the Company's stable business profile and conservative balance sheet. Additionally, Canfor's credit metrics remain compatible with the rating, despite recent weakness. With the U.S. housing market showing signs of a modest recovery, DBRS expects the Company's lumber operations and overall financial results to show modest improvement and for the rating to remain stable in the near to medium term. However, a lack of improvement in Canfor's operating performance and further deterioration in its credit metrics in the next six months may lead to negative rating actions. Operating performance in 2011 was below expectations, with both business segments reporting a year-over-year decline in EBITDA. Negative market developments, especially in product pricing, and a stronger Canadian dollar were the primary contributing factors. The depressed U.S. housing market failed to show any meaningful improvement; as a result, residential construction activity remained anemic and continued to weigh on the lumber segment. Rising exports, mostly to China, helped boost shipments and revenue for the year. However, lower average product prices (notably on lower grades and wider dimensions), higher input costs (logs, fuel, etc.) and a stronger Canadian dollar all contributed to Canfor's sharply lower earnings despite the higher shipment levels. The pulp and paper segment also reported a modest decline in operating results. The key factors behind the decline were higher manufacturing costs (downtime taken to upgrade the Northwood pulp mill) and a stronger Canadian dollar. Cash flow from operations also declined sharply, in line with earnings. Nevertheless, the Company continues to maintain a strong balance sheet, and all debt-related coverage ratios, although weakened, were still well within the rating range. Near-term market conditions are expected to improve modestly for lumber but remain challenging for pulp and paper. Operating performance for 2012 at Canfor is expected to show a modest improvement over 2011 levels. Lumber shipments are expected to show a modest increase. DBRS expects higher U.S. housing starts and construction activities, supported by an improving unemployment rate, higher income levels, more optimistic consumer sentiment and low mortgage rates. In addition, shipment levels to China are on the mend after a drop in late 2011. However, lumber prices are not likely to recover due to a large potential supply and below-average capacity utilization. Average lumber prices in 2012 are expected to be below 2011 levels. Global softwood pulp demand is expected to remain soft in 2012, affected by slower growth in China and an ongoing structural decline in paper production. Longer term, the fundamentals for lumber are favourable. Pent-up demand for housing caused by increasing household formation and record-high housing affordability are pointing to a return to much-higher residential construction activity levels. However, a still-large inventory of unsold homes and still-tight credit standards remain major headwinds to a full recovery in the United States. DBRS expects that a meaningful recovery in residential construction is not likely until the latter half of 2013. The Company has continued to maintain a conservative financial profile, with adjusted debt leverage (including operating leases as debt) slightly above 20% at the end of 2011. Canfor is the midst of a $300 million, three-year strategic investment program at the lumber operations. Capital expenditure rose to $236.7 million from an average of around $90 million the previous five years. The lower cash flow from operations and higher investment spending led to a significant deficit in free cash flow. The shortfall in cash generation has consumed most of the Company's cash on hand. Canfor is near the end of its spending program, with planned capital expenditures in 2012 around $140 million, slightly below depreciation. DBRS expects Canfor to be able to achieve breakeven in free cash flow from operations, with a modest improvement in operations. However, Canfor has agreed to acquire two saw mills and associated timber license assets from Tembec Inc. for about $60 million and the transaction is expected to close in the first quarter of 2012. Funding the acquisition would likely lead to a higher debt level, with adjusted gross debt leverage, on a proforma basis, rising to near 25% in 2012, a still-conservative level. Moreover, excluding the Canfor Pulp Limited Partnership (CPLP) debt, the Company only has a US$75 million debt maturing in April 1, 2013, after paying off the US$50 million in February 2, 2012. The Company has minimal refinancing risk. Furthermore, the Company has adequate liquidity to meet its funding needs with cash on hand and its available credit facility. (On February 20, 2012, Canfor exercised its right to exchange its 50.2% interest in CPLP for a 50.2% direct interest in Canfor Pulp Products Inc. (a publicly listed company) and the exchange is expected to be completed on or about March 2, 2012. DBRS believes that the exchange has no material effect on the Company.) DBRS has simulated a default scenario for Canfor in order to analyze the potential recovery of the Company's senior debt in the event of default. The scenario assumes a prolonged period of severe economic conditions, regardless of how hypothetical or unlikely the conditions may be, in which product demand and prices plummet. Based on the recovery analysis, DBRS believes that holders of the Senior Notes would recover approximately 50% to 70% of the principal and the recovery rating therefore remains at RR3. CATALYST PAPER: Reports $974 Million Net Loss in 2011 ----------------------------------------------------- Catalyst Paper posted a net loss of $974.0 million in 2011 due in large part to asset impairments on Canadian and Arizona-based operations. Other factors contributing to the loss were capital restructuring costs, a foreign exchange loss on the translation of U.S. dollar denominated debt and fire-related outages at the Snowflake and Powell River mills. The company's net loss in 2010 was $396.9 million. "We faced formidable economic and currency headwinds through 2011 made worse by the fourth-quarter drop-off in pulp prices and a weaker five-year paper and pulp industry forecast released in February 2012. These combined factors triggered the requirement to take a $660.2 million impairment charge on Canadian operations," said Catalyst President & CEO Kevin J. Clarke. Sales in 2011 of $1,261.5 million were up over sales of $1,228.6 million in 2010 as pricing momentum helped mitigate the effect of the strong Canadian dollar. The company's net loss before specific items of $126.3 million widened in 2011 compared with a 2010 net loss before specific items of $87.0 million ($0.23 per common share). EBITDA of $41.6 million ($47.5 million before restructuring costs) in 2011 was down from $46.3 million in 2010 ($71.6 million before restructuring costs). Significant factors impacting EBITDA in 2010 included impairment and other closure costs related to Elk Falls and the paper recycling operation, an unfavorable tax adjustment and a foreign exchange gain on translation of U.S. dollar denominated debt. "North American paper markets and world pulp markets weakened in the last quarter of 2011 and higher inventory levels carried forward into 2012 for most paper grades as production curtailments failed to balance the migration away from print to digital media by retailers and publishers. We expect little if any improvement over the short-term in what are persistently difficult markets," said President and CEO Kevin J. Clarke. "With a challenging debt load, cash constraints and difficult trade credit terms to contend with, filing for creditor protection became inevitable when a consensual recapitalization agreement with noteholders could not reached by Jan. 31, 2012." Fourth Quarter During the final quarter of 2011, Catalyst posted a net loss of $708.0 million compared with a net loss of $205.7 million in the third quarter (see selected highlights table). Before specific items, net loss of $41.7 million compared to a net loss in the third quarter of $14.1 million. EBITDA for Q4 was $2.8 million and $8.7 million before restructuring costs, while EBITDA in Q3 was $26.8 million unchanged before specific items. Seasonal strength, low inventories and high operating rates helped keep directory and newsprint prices steady quarter-over-quarter, however benchmark prices declined for coated and uncoated in the quarter. The steep decline in pulp transaction prices and a delayed shipment also took a toll on sales in the fourth quarter as excess pulp inventory and softening demand from China overwhelmed the positive impact of a weaker Canadian dollar. Liquidity and Debt Total liquidity in 2011 decreased by nearly half to $96.7 million compared with $189.4 million in 2010. This was due to lower cash on hand and reduced availability under our amended asset-based loan facility (ABL). Cash declined as a result of the US$26.0 million redemption of remaining 8.625% senior unsecured notes due in 2011, nearly $15 million in defined benefit pension plan contributions, $22.2 million in property tax payments, as well as incremental costs associated with fires at our Snowflake and Powell River mills. Working capital requirements decreased due to the impact of the $21.5 million interest deferral in December but was partially offset by tightening vendor payment terms. The interest non- payment also triggered a covenant violation on our 2016 Senior Secured Notes that would have resulted in a cross-default on our asset-based loan facility (ABL) in the absence of a waiver. The covenant violation resulted in the reclassification to current debt of $414.9 million of 2016 Notes and $48.0 in balance drawn on the ABL. Free cash flow in 2011 worsened to negative $58.8 million compared with $40.4 million in 2010. Cash flow from operations was down $27.4 million compared to a year earlier due to lower EBITDA. The $20.0 million change in non-cash working capital in 2011 comprised a $14.3 million increase in accounts receivable, an inventory increase of $17.1 million, partially offset by $7.6 million in lower prepaids and $3.8 million in accounts payable and accrued liabilities. About Catalyst Paper Catalyst Paper Corp. -- http://www.catalystpaper.com/-- manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With four mills, located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 1.9 million tons. The Company is headquartered in Richmond, British Columbia, Canada and its common shares trade on the Toronto Stock Exchange under the symbol CTL. Catalyst Paper in January 2012 applied for and received an initial court order under the Canada Business Corporations Act (CBCA) to commence a consensual restructuring process with its noteholders. Affiliate Catalyst Paper Holdings Inc., sought creditor protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 12-10219) on Jan. 17, 2012. The company is seeking recognition of these proceedings with the Delaware Court in order for the Canadian order under the CBCA to be recognized in the United States. The company will continue to operate and satisfy its obligations to trade creditors, customers, employees and retirees in the ordinary course of business during this restructuring process. Catalyst on Dec. 15, 2011, deferred a US$21 million interest payment on its outstanding 11.00% Senior Secured Notes due 2016 and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15, 2011. Catalyst said it was reviewing alternatives to address its capital structures and it is currently in discussions with noteholders. Perella Weinberg Partners served as the financial advisor. In early January 2012, Catalyst said it had entered into a restructuring agreement, which will see its bondholders taking control of the company and includes an exchange of debt for equity. The agreement said it would slash the company's debt by C$315.4 million ($311 million) and reduce its cash interest expenses. Catalyst also said it will continue to "operate and satisfy" its obligations to customers, trade creditors, employees and retirees in the ordinary course of business during the restructuring process. Catalyst Paper joins a line of paper producers that have succumbed to higher costs, increased competition from Asia and Europe, and falling demand as more advertisers and readers move online. Last year, Cerberus Capital-backed NewPage Corp. filed for bankruptcy protection, followed by SP Newsprint Co., owned by newsprint magnate and fine art collector Peter Brant. In December, Wausau Paper said it will close its Brokaw mill in Wisconsin, cut 450 jobs and exit its print and color business. The Supreme Court of British Columbia has granted creditor protection under the CCAA until April 30, 2012. CATALYST PAPER: S&P Withdraws 'D' Corp. Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services withdrew the ratings on Catalyst Paper Corp. at the company's request. The long-term corporate credit rating on this company was 'D' following its filing for creditor protection on Jan. 31, 2012. CATASYS INC: Issues $775,000 Promissory Note to Socius Capital -------------------------------------------------------------- Catasys, Inc., on Feb. 22, 2012, entered into a Securities Purchase Agreement with Socius Capital Group, LLC, an affiliate of Terren S. Peizer, Chairman and Chief Executive Officer of the Company, pursuant to which the Company issued a senior secured convertible note and a warrant to purchase an aggregate of 2,583,334 shares of the Company's common stock, par value $0.0001 per share, at a purchase price of $0.30 per share, for a purchase price of $775,000. The exercise price of the Warrant is subject to adjustment for certain share issuances below the initial exercise price. The Note matures on April 15, 2012, and bears interest at an annual rate of 12% payable in cash at maturity, prepayment or conversion. The Note and any accrued interest are convertible at the holders' option into Common Stock equal to the amount converted divided by $0.30 per share of Common Stock. About Hythiam, Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. The Company reported a net loss of $19.99 in 2010 and a net loss of $9.15 million in 2009. The Company also reported a net loss of $1.32 million for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2011, showed $3.04 million in total assets, $5 million in total liabilities, and a $1.95 million total stockholders' deficit. Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2010. Bankruptcy Warning As of Nov. 9, the Company had a balance of approximately $243,000 cash on hand. The Company had working capital deficit of approximately $3.5 million at Sept. 30, 2011, and has continued to deplete its cash position subsequent to Sept. 30, 2011. The Company has incurred significant net losses and negative operating cash flows since its inception. The Company could continue to incur negative cash flows and net losses for the next twelve months. The Company's current cash burn rate is approximately $450,000 per month, excluding non-current accrued liability payments. The Company expects its current cash resources to cover expenses through November 2011, however delays in cash collections, revenue, or unforeseen expenditures could impact this estimate. The Company will need to immediately obtain additional capital and there is no assurance that additional capital can be raised in an amount which is sufficient for the Company or on terms favorable to its stockholders, if at all. If the Company does not immediately obtain additional capital, there is a significant doubt as to whether the Company can continue to operate as a going concern and the Company will need to curtail or cease operations or seek bankruptcy relief. If the Company discontinues operations, the Company may not have sufficient funds to pay any amounts to stockholders. CENTRAL PARKING: Sale to Rival Won't Impact Moody's Rating ---------------------------------------------------------- Moody's Investors Service said that Central Parking Corporation's ("CPC") definitive agreement to be acquired by unrated competitor Standard Parking Corporation will not impact CPC's B3 Corporate Family Rating ("CFR") or negative rating outlook. Central Parking Corporation, headquartered in Nashville, Tennessee, is a leading provider of parking management. Parking facilities are operated under two general types of arrangements: management contracts and leases. CPC manages about 1,445 contracts and operates roughly 824 leased and 3 owned properties. The company also provides ancillary services such as parking consulting, shuttle bus, valet, parking meter collection and enforcement, insurance and billing services. The next largest competitor in this highly fragmented industry is Standard Parking Corporation (not rated by Moody's) with approximately 2,200 facilities, of which about 90% are managed. CLAIRE'S STORES: S&P Retains 'B' Rating on First-Lien Notes ----------------------------------------------------------- Standard & Poor's Ratings Services is maintaining the 'B' issue- level rating and '2' recovery rating on U.S. specialty retailer Claire's Stores Inc.'s first-lien notes due 2019. They remain unchanged after the company's announcement of a $100 million add-on (which the company had upsized from $50 million) to its existing first-lien notes. The total size of the first-lien notes is $500 million. According to the company, it will use the proceeds to reduce outstanding indebtedness under its existing term loan. Ratings List Claire's Stores Inc. Corporate Credit Rating B-/Stable/-- Senior secured $500 mil 8.7% first-lien notes B Recovery Rating 2 CLEAR CHANNEL: Prices Sr. Notes & Declares Special Cash Dividend ---------------------------------------------------------------- Clear Channel Outdoor Holdings, Inc., announced the pricing of the $275 million aggregate principal amount of 7.625% Series A Senior Subordinated Notes due 2020 and $1,925 million aggregate principal amount of 7.625% Series B Senior Subordinated Notes due 2020 offered by its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc. The Company anticipates that the closing of the private offering will take place on March 15, 2012, subject to customary closing conditions. The Company also announced that its board of directors declared a special cash dividend of $2,167 million (or approximately $6.08 per share, based on shares outstanding at the close of business on Feb. 28, 2012), which will be paid on March 15, 2012, to Class A and Class B stockholders of record at the close of business on March 12, 2012, subject only to the closing of the offering of the Notes. The Company, its wholly-owned subsidiary Clear Channel Outdoor, Inc., and certain of the Company's other domestic subsidiaries will guarantee the Notes. The Notes will be unsecured senior subordinated obligations that will rank junior to all of Clear Channel Worldwide's existing and future senior debt, equally with any of Clear Channel Worldwide's existing and future senior subordinated debt and ahead of all of Clear Channel Worldwide's existing and future debt that expressly provides that it is subordinated to the Notes. The guarantees of the Notes will rank junior to all of the Guarantors' existing and future senior debt, equally with any of the Guarantors' existing and future senior subordinated debt and ahead of all of the Guarantors' existing and future debt that expressly provides that it is subordinated to the guarantees of the Notes. With the proceeds of the Notes, Clear Channel Worldwide intends to make loans in an aggregate amount equal to $2,167 million to CCOI. CCOI will pay all other fees and expenses of the offering using cash on hand and, with the proceeds of the loans, make a special cash dividend to the Company, which will in turn make the special cash dividend described above to all holders of its Class A common stock and Class B common stock, including Clear Channel Holdings, Inc., a wholly-owned subsidiary of Clear Channel Communications, Inc., and CC Finco, LLC, a direct wholly-owned subsidiary of Clear Channel Holdings. Clear Channel Communications, Inc. has advised the Company that it will repay indebtedness under its senior secured credit facilities in an aggregate amount equal to the aggregate amount of dividend proceeds distributed to Clear Channel Holdings and CC Finco, LLC, or approximately $1,925 million. The Notes and related guarantees will be offered only to "qualified institutional buyers" in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act of 1933, as amended, and to persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities and foreign securities laws. About CC Media and Clear Channel San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) -- http://www.ccmediaholdings.com/-- is the parent company of Clear Channel Communications, Inc. CC Media Holdings is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and premier opportunities for advertisers. The Company's businesses include radio and outdoor displays. CC Media has three reportable business segments: Radio Broadcasting; Americas Outdoor Advertising; and International Outdoor Advertising. Approximately half of CC Media's revenue is generated from its Radio Broadcasting segment. Clear Channel had a net loss of $302.09 million on $6.16 billion of revenue in 2011, compared with a net loss of $479.08 million on $5.86 billion of revenue in 2010. Net loss in 2009 was $4.03 billion. The Company's balance sheet at Dec. 31, 2011, showed $16.54 billion in total assets, $24.01 billion in total liabilities and a $7.47 billion total member's deficit. Bankruptcy Warning Clear Channel said in its Form 10-K for the year ended Dec. 31, 2011, that its ability to restructure or refinance its debt will depend on the condition of the capital markets and the Company's financial condition at that time. Any refinancing of the Company's debt could be at higher interest rates and increase the Company's debt service obligations and may require it to comply with more onerous covenants, which could further restrict its business operations. The terms of existing or future debt instruments may restrict the Company from adopting some of these alternatives. These alternative measures may not be successful and may not permit the Company to meet its scheduled debt service obligations. If the Company cannot make scheduled payments on its indebtedness, it will be in default under one or more of its debt agreements and, as a result the Company could be forced into bankruptcy or liquidation. * * * As reported by the Troubled Company Reporter on Dec. 16, 2011, Standard & Poor's revised its rating outlook on CC Media Holdings Inc., and Clear Channel, which S&P views on consolidated basis, to negative from positive. "We affirmed our ratings on the company, including the corporate credit rating of 'CCC+'," S&P said. "The outlook revision reflects our view that softening ad demand and global economic uncertainty could slow the pace of revenue growth at CC Media over the intermediate term, heightening refinancing risk around its 2014 and 2016 debt maturities," explained Standard & Poor's credit analyst Michael Altberg. "The 'CCC+' corporate credit rating reflects the risks surrounding the longer-term viability of the company's capital structure in particular, refinancing risk relating to sizable secured and unsecured debt maturities in 2014 ($2.9 billion) and 2016 ($12.3 billion). We view CC Media's financial risk profile as 'highly leveraged' (based on our criteria), given the company's significant refinancing risk, very slim EBITDA coverage of interest expense, and minimal discretionary cash flow compared to its debt burden. In our view, the company has a 'fair' business risk profile, because of its position as the largest U.S. radio and global outdoor advertising operator," S&P said. CLEAR CHANNEL: Fitch Says Issuance Upsizing No Rating Impact ------------------------------------------------------------ The ratings of Clear Channel Worldwide Holdings, Inc. (CCWW) and Clear Channel Communications, Inc. (Clear Channel) are unaffected by the upsizing of the CCWW senior subordinated notes issuance to $2.20 billion from the originally proposed $1.25 billion. The Outlook on all the ratings is Stable. Fitch estimates that total leverage at CCWW will increase from the current 3.2 times (x) to 5.9x (under the leverage as defined under the bond indenture; Fitch estimates that total leverage is 3.5x, growing to 6.5x). CCWW's Issuer Default Rating (IDR) had already incorporated Fitch's expectations that leverage would migrate to this level. The 'B+/RR3' rating on the subordinated notes is unaffected by the larger deal. That said, there is very little flexibility within the RR3 rating category, and any incremental debt would likely result in a downgrade of these notes. Clear Channel will use the $1.9 billion dividend proceeds it receives to permanently repay amounts drawn under its $1.9 billion revolving credit facility (RCF) maturing July 2014, including any amount drawn subsequent to Dec. 31, 2011. Fitch estimates that the transaction will reduce gross secured leverage at Clear Channel to 7.2x, from 7.9x at Dec. 31, 2011. Total consolidated leverage (which includes CCWW) will increase 0.2x to 11.2x. The upsized transaction is an incremental positive for Clear Channel, in that it further reduces the 2014 maturity wall to $1.5 billion. Fitch believes Clear Channel could likely handle the $2.2 billion of combined legacy notes and bank debt that mature 2012 - 2014 using a combination of cash on hand, cash swept from CCOH that is held in Clear Channel's accounts and issuance out of Clear Channel. For more information please see Fitch's press release 'Fitch Rates Clear Channel Worldwide's Sr. Subordinated Notes 'B+/RR3'; Outlook Stable' dated Feb. 28, 2012. Fitch currently rates Clear Channel and CCWW as follows: Clear Channel -- Long-term IDR 'CCC'; -- Senior secured term loans and senior secured revolving credit facility (RCF) 'CCC/RR4'; -- Senior unsecured leveraged buyout (LBO) notes 'C/RR6'; -- Senior unsecured legacy notes 'C/RR6'. CCWW -- Long-Term IDR 'B'; -- Senior unsecured notes 'BB-/RR2'. -- Senior subordinated notes 'B+/RR3'; CLEARWIRE CORP: Intel Owns 18.2%, to Buy Add'l Shares from Google ----------------------------------------------------------------- Intel Corporation filed with the U.S. Securities and Exchange Commission Amendment No.10 to Schedule 13D by adding that: On Feb. 24, 2012, it was reported that Google plans to sell the 29,411,765 shares of Class A Common Stock of Clearwire it holds (a) to the other Reporting Persons or the Intel Entity A, Intel Entity B, Intel Entity C, Intel Capital, Intel Cayman, and Middlefield pursuant to Section 3.3 of the Equityholders' Agreement or (b) if the Reporting Persons or the Intel Entity A, Intel Entity B, Intel Entity C, Intel Capital, Intel Cayman, and Middlefield do not elect to purchase all of those shares within the specified time period, in one or more public open market transactions on the NASDAQ Stock Market. It was further reported that to the extent that those sales are conducted by means of one or more public open market transactions, those sales will be made beginning on or about Feb. 27, 2012, in those amounts and over such time period as determined by Google and in compliance with all applicable securities laws. As of Feb. 7, 2012, Intel Corporation beneficially owns 94,076,878 shares of Class A common stock of Clearwire Corporation representing 18.2% of the shares outstanding. Intel does not directly own any shares of Class A Common Stock of the Company. As of Feb. 29, 2012, by reason of the provisions of Rule 13d-3 under the Act, Intel is deemed to beneficially own and to share voting and investment power with respect to 94,076,878 shares of Class A Common Stock that are beneficially owned as follows: -- 28,432,066 shares of Class A Common Stock that are beneficially owned as follows: 25,098,733 shares of Class A Common Stock that are held of record by Intel Capital and 3,333,333 shares of Class A Common Stock that are held of record by Intel Cayman; and -- 65,644,812 shares of Class A Common Stock that are beneficially owned as follows: 21,881,604 shares of Class B Common Stock and Class B Common Units that are held of record by Intel Entity A; 21,881,604 shares of Class B Common Stock and Class B Common Units that are held of record by Intel Entity B; and 21,881,604 shares of Class B Common Stock and Class B Common Units that are held of record by Intel Entity C. In addition, by virtue of the Equityholders' Agreement entered into at the Closing, Intel may be deemed to be a member of a "group" under Section 13(d) of the Act with respect to the 94,076,878 shares of Class A Common Stock beneficially owned by the Reporting Person and the following shares which are reported separately from this Amendment No. 10, based upon the information contained in that certain Amendment No. 9 to the Statement on Schedule 13D dated Feb. 24, 2012, filed by those persons, pursuant to which those persons have reported that they beneficially own: 627,945,914 shares of Class A Common Stock beneficially owned by the Sprint Entities, 88,504,132 shares of Class A Common Stock beneficially owned by the Comcast Entities, 34,026,470 shares of Class A Common Stock beneficially owned by Eagle River, 29,411,765 shares of Class A Common stock beneficially owned by Google, 46,404,782 shares of Class A Common Stock beneficially owned by the TWC Entities, 34,042,970 shares of Class A Common Stock beneficially owned by Craig O. McCaw and 8,474,440 shares of Class A Common Stock beneficially owned by the BHN Entities. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by such other persons. A full-text copy of the filing is available at: http://is.gd/iqlyMe About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a provider of 4G mobile broadband network services in 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. The Company reported a net loss of $2.30 billion in 2010 and a net loss of $1.25 billion in 2009. The Company also reported a net loss attributable to Clearwire Corporation of $480.48 million for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2011, showed $8.76 billion in total assets, $5.15 billion in total liabilities and $3.61 billion in total stockholders' equity. * * * As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings Services lowered its corporate credit and senior secured first- lien issue-level ratings on Bellevue, Wash.-based wireless provider Clearwire Corp. to 'CCC' from 'CCC+'. "The downgrade reflects our concerns that the company may choose to skip its $237 million of interest payments due on Dec. 1, 2011," explained Standard & Poor's credit analyst Allyn Arden. "With about $698 million of cash on the balance sheet, Clearwire has sufficient funds to pay the remaining interest expense due in 2011, although Standard & Poor's believes that it would still have to raise significant capital to maintain operations in 2012 despite the cost-reduction measures it has already achieved. If Clearwire elected to make the interest payment, we believe that it would exit 2011 with around $350 million to $400 million in cash, which assumes less than $100 million of capital expenditures and EBITDA losses. We do not believe that this cash balance will be sufficient to cover free operating cash flow (FOCF) losses and a Long-Term Evolution (LTE) wireless network overlay in 2012 and that the company will require additional funding during the year." CLIFFS CLUB: Case Summary & 50 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: The Cliffs Club & Hospitality Group, Inc. dba The Cliffs Golf & Country Club 3598 Highway 11 Travelers Rest, SC 29690 Bankruptcy Case No.: 12-01220 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- CCHG Holdings, Inc. 12-01223 The Cliffs at Mountain Park Golf & Country Club, LLC 12-01225 The Cliffs at Keowee Vineyards Golf & Country Club, LLC 12-01226 The Cliffs at Walnut Cove Golf & Country Club, LLC 12-01227 The Cliffs at Keowee Falls Golf & Country Club, LLC 12-01229 The Cliffs at Keowee Spring Golf & Country Club, LLC 12-01230 The Cliffs at High Carolina Golf & Country Club, LLC 12-01231 The Cliffs at Glassy Golf & Country Club, LLC 12-01234 The Cliffs Valley Golf & Country Club, LLC 12-01236 Cliffs Club & Hospitality Service Company, LLC 12-01237 Chapter 11 Petition Date: February 28, 2012 Court: U.S. Bankruptcy Court District of South Carolina (Spartanburg) Judge: John E. Waites About the Debtor: The Debtors operate the exclusive membership clubs for golf, tennis, wellness and social activities at The Cliffs' communities in North and South Carolina. The clubs have 2,280 members, and there are 766 resigned members with refundable deposits totaling $37 million. The Debtors do not own the golf courses -- they only own or lease all the "core amenities" for the operation of the golf courses. Debtors' Bankruptcy Counsel: MCKENNA LONG & ALDRIDGE LLP Debtors' Local Counsel: Dana Elizabeth Wilkinson, Esq. 365-C East Blackstock Road Spartanburg, SC 29301 Tel: (864) 574-7944 E-mail: danawilkinson@charter.net Debtors' Restructuring Advisors: GGG PARTNERS, LLC and Debtors' CRO: Katie S. Goodman of GGG Partners Debtors' Claims and Noticing Agent: BMC GROUP, INC. Total Assets: $175 million book value at Dec. 31, 2011 Total Liabilities: $333 million book value at Dec. 31, 2011 The petition was signed by Timothy P. Cherry, authorized officer. Consolidated List of 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ T J F Golf, Inc. Trade $800,000 401 N. Main Street, Suite 400 Hendersonville, NC 28792 Mike Krimbill Member Liability $750,000 5620 East 114th Street Tulsa, OK 74137 Kent Smith Member Liability $462,500 16 Golfside Court Arden, NC 28704 Harrell?s Trade $452,606 P.O. Box 402927 Atlanta, GA 30384 Medialist Golf, Inc. Trade $450,126 327 Dahlonega Street, Suite 1005 Cumming, GA 30040 Golf Agronomics Trade $440,263 2165 17th Street Sarasota, FL 34234 John Downey Member Liability $400,000 1373 Eagles Flight Way North Port, FL 34287 Glenn Wright Member Liability $400,000 1776 Pine Island, Suite 102 Plantation, FL 33322-5200 Scott Hughes Member Liability $375,000 122 Sun Drop Court Sunset, SC 29685 Michael Blackburn Member Liability $355,300 320 Wake Robin Drive Sunset, SC 29685 William Whisnant Member Liability $350,000 14090 Shadow Oaks Way Saratoga, CA 95070 John Evans Resigned Liability $350,000 48 Moccasin Flower Trail Landrum, SC 29356 John Stites Member Liability $350,000 6750 Walnut Trace Cookeville, TN 38501 Douglas Cioce Member Liability $325,000 501 Walnut Valley Parkway Arden, NC 28704 Bob Levine Member Liability $325,000 1455 Lanes End Villanova, PA 19085 Gregory Paul Member Liability $316,500 114 Kingshead Road Travelers Rest, SC 29690 Sharon Simmons (Keowee Devel, LLC) Member Liability $315,000 105 N. Waterside Drive Seneca, SC 29672 John Evans Member Liability $310,000 48 Moccasin Flower Trail Landrum, SC 29356 Smith Turf & Irrigation Co. Trade $304,214 Div of STI Holdings Inc. P.O. Box 669388 Charlotte, NC 28266-9388 Charles Moniotte Member Liability $300,000 17518 Amelia Drive Baton Rouge, LA 70810 John Walter Resigned Liability $300,000 P.O. Box 1765 Clemson, SC 29633 Steve Carlile Member Liability $300,000 1595 Garden Oaks Drive Marshall, TX 75672 Daniel Gerner Member Liability $300,000 4473 Wayside Drive Naples, FL 34119 Chuck Hutchinson Member Liability $300,000 8 Westwood Road Asheville, NC 28803 William Hicks Member Liability $300,000 18 Hemlock Court Hershey, PA 17033 David Meek Member Liability $300,000 1889 Sable Palm Drive Boca Raton, FL 33432 Glenn Simpson Member Liability $300,000 11215 Marseilles Lane Houston, TX 77082 Rick Steif Member Liability $300,000 9 Valley Lake Trail Travelers Rest, SC 29690 Myles Jerdan Member Liability $300,000 10 Vickwood Court Marietta, GA 30068 Richard Berkowitz Member Liability $285,000 223 Fairmont Road Shelby, NC 28150 Daniel Zinke Member Liability $275,000 15 Fair Green Lane Travelers Rest, SC 29690 Tom Currey Member Liability $275,000 3707 Kings Road Chattanooga, TN 37416 Scott Logan Member Liability $275,000 P.O. Box 1489 Sanibel, FL 33957 Stephen Larson Member Liability $275,000 7418 Edgewild Drive Peoria, IL 61614 Daniel McCollum Member Liability $275,000 P.O. Box 484 Easley, SC 29641 Fred Myers Member Liability $275,000 17 Chateau Haut Brion Drive Kenner, LA 70065 John Mack Member Liability $275,000 P.O. Box 700 Annandale, VA 22003 Matthew Price Member Liability $275,000 3525 Blossom Heath Road Kettering, OH 45419 Robert Satterfield Member Liability $275,000 517 Goldfinch Lane Ambler, PA 19002 Jon Kraut Member Liability $260,000 740 River Road Ewing, NJ 08628 Scott Minton Member Liability $260,000 2116 8th Street Drive NW Hickory, NC 28601 John Charles Member Liability $250,000 5417 Buckland Way Mableton, GA 30126 Larry Lacerte Member Liability $250,000 4970 Landmark Place Dallas, TX 75254 Ellis McCracken Member Liability $250,000 106 Peaceful Night Trail Travelers Rest, SC 29690 Keith Rezin Member Liability $250,000 5395 Crescent Green Court Morris, IL 60450 Lee Zoeller Member Liability $250,000 50 Eastgate Drive Phoenixville, PA 19460 Wall to Wall Concrete, Inc. Trade $249,102 Douglas Snyder Member Liability $248,100 Robert Swander Member Liability $235,000 Robert Missant Member Liability $230,000 COGENT COMMUNICATIONS: S&P Keeps 'B-' Rating on $175-Mil. Notes --------------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on Cogent Communications Group Inc.'s $175 million secured notes due 2018 to '3' from '4', while leaving the 'B-' issue-level rating on this debt unchanged. "The '3' recovery rating indicates our expectation for meaningful (50%-70%) recovery prospects in the event of a payment default, compared with the prior average (30%- 50%) recovery prospects. The company's 'B-' corporate credit rating and stable outlook remain unchanged," S&P said. "The change in the recovery rating reflects our revision to the distressed multiple of EBITDA applied to arrive at the enterprise value at time of default. We adopted a 4x multiple versus the previous 3x, in part to reflect the value we attribute to the company's fiber assets, which are primarily held under long-term indefeasible rights of use agreements (IRUs) with substantial prepayments. In our view, these long-term IRUs would hold more value than assets subject to conventional lease agreements, but not as much as fiber assets owned outright. In addition, given the company's growth and accumulation of assets, we believe its value- retention characteristics have improved, and this is also reflected in our revision in the enterprise multiple," S&P said. Ratings List Cogent Communications Group Inc. Corporate Credit Rating B-/Stable/-- Recovery Rating Revised; Issue Rating Unchanged Cogent Communications Group Inc. To From Senior Secured notes B- B- Recovery Rating 3 4 COLONIAL PROPERTIES: S&P Affirms 'BB+' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB+' corporate credit rating and positive outlook on Colonial Properties Trust. "At the same time, we revised our recovery rating on the rated senior unsecured notes to '2' from '3', indicating that lenders can expect a substantial recovery (70%-90%) in the event of a payment default. This improvement resulted in the upgrade of the company's senior unsecured notes to 'BBB-' from 'BB+'. The '2' recovery rating affects roughly $631 million of rated senior unsecured notes currently outstanding and reflects our practice of assigning recovery ratings to all debt with a speculative-grade rating," S&P said. "Our ratings on Colonial reflect the company's intermediate financial risk profile and fair business risk profile," said credit analyst Eugene Nusinzon. "Colonial's intermediate financial risk profile recently benefited from strengthened debt protection measures, resulting form the retirement of preferred securities and strong organic growth." "Our positive outlook on the company reflects our expectation for continued strengthening in debt protection measures from favorable operating conditions and sustained improvements in asset quality from further portfolio repositioning. We would raise our corporate credit rating one notch if Colonial continues to profitably reposition its portfolio, funds anticipated development in a leverage-neutral manner, strengthens and sustains FCC above 2.3x, and maintains adequate liquidity with less reliance on the revolving credit facility. A downgrade is less likely at this time, given supportive operating fundamentals. However, we could lower our ratings if FFO drops precipitously (perhaps because of sizable debt-financed growth), revolver usage is heavy (above 50% for two consecutive quarters), or FFO fails to cover the common dividend," S&P said. COLONY RESORTS: Inks Separation Agreement with Former CEO Monahan ----------------------------------------------------------------- Colony Resorts LVH Acquisitions, LLC, on Feb. 24, 2012, entered into a Separation Agreement with David Monahan following his resignation as the Company's Chief Executive Officer and General Manager. Pursuant to the mutual agreement between Mr. Monahan and the Company, Mr. Monahan's Employment Agreement dated Sept. 8, 2009, terminated on Feb. 29, 2012. The Company paid Mr. Monahan an accrued but unpaid bonus, in the amount of $100,000, on Feb. 29, 2012. In addition, the Company will pay Mr. Monahan an additional $100,000 in six monthly installments ending Aug. 31, 2012. About Colony Resorts Las Vegas, Nev.-based Colony Resorts LVH Acquisitions, LLC, owns and operates the Las Vegas Hilton, a casino resort located in Las Vegas, Nevada. The Company licenses from HLT Existing Franchise Holding LLC the right to use the name "Hilton" and is part of Hilton's reservation system and Hilton's "HHonors Programs(TM). The Company's balance sheet at June 30, 2011, showed $347.55 million in total assets, $296.17 million in total liabilities, $61.80 million in redeemable members' equity, and a $10.42 million members' deficit. Default Under Term Loan On May 11, 2006, the Company entered into a Loan Agreement with Goldman Sachs Commercial Mortgage Capital, L.P. The Term Loan was for an initial principal amount of $209.2 million and for an initial term of two years. The Company has drawn an additional $40.8 million against the Term Loan, the maximum funding of the Term Loan. Covenants under the Term Loan restrict the Company's future borrowing capacity. The loan had an original two-year term and three, one-year extensions. Interest on the loan was based on LIBOR plus 2.9% with a minimum LIBOR rate of 1.5%. Interest incremented to LIBOR plus 3.5% from July 2009 through May 2010 and increased to LIBOR plus 4.0% from June 2010 through May 2011. As of July 29, 2011, the Company is in default on its Term Loan. Accordingly, the lender is entitled to exercise various rights, powers and remedies including acceleration of the Loan, termination or suspension of all or any portion of advances or disbursement of funds from restricted cash accounts, accrual of interest at the default rate and the exercise of remedies under collateral documents. The Company is currently in discussions with its lender to negotiate a restructuring of its debt. If the Company is not successful in a restructuring agreement or entering into a transaction to address its liquidity and capital structure, the note holders have the ability to demand accelerated repayment of all amounts under the Term Loan. The Company would not have the liquidity to meet this demand. According to the Company, these conditions raise substantial doubt about its ability to continue as a going concern. As reported in the TCR on March 29, 2011, Ernst & Young, in Las Vegas, Nevada, expressed substantial doubt about Colony Resorts LVH Acquisition's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred recurring net losses and has a working capital deficiency. The District Court of Clark County appointed Ronald Paul Johnson as receiver for the property and businesses, including the hotel and gaming operations, of Colony Resorts LVH Acquisitions, LLC, as reported by the TCR on Jan. 17, 2012. COMMUNITY MEMORIAL: Cheboygan Hospital Files for Chapter 11 ----------------------------------------------------------- Community Memorial Hospital, operator of the Cheboygan Memorial Hospital in Cheboygan, Michigan, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 12-20666) on March 1, 2012. Opened in 1942, the Debtor is an independent, not-for-profit entity, organized exclusively for charitable, scientific and educational purposes, and holds tax exempt status in accordance with Section 501(c)(3) of the Internal Revenue Code. The Cheboygan Memorial Hospital is a 25-bed critical access hospital located in Cheboygan, Cheboygan County, a community on the Lake Huron coast. The Debtor has 395 employees. Road to Bankruptcy CEO Shari Schult explains in a court filing that although the Debtor continued to provide critical services to the community, patient admissions and, as a result, patient revenues, continued to decline. Net patient revenues have declined from $50.8 million and $50.3 million in 2009 and 2010 respectively to $44.1 million in 2011. The loss of revenue and other factors contributed to the Debtor reporting a net loss from operations of $(23.2) million and net income of $(20.1) million dollars from 2008 to the present. Mr. Schult also said that a new billing software implemented in 2009 resulted in a fragmented, redundant and confusing billing system leading to a substantial and an unexpected increase in bad debt expense. The Debtor has experienced significant turnover in key executive positions, which contributed to under-performing operations. Chapter 11 Sale Possible The on-going financial distress born of the Debtor's operating losses resulted in a significant deterioration of liquidity necessary to continue operations. The board of trustees authorized the administration to commence a sale process, continue restructuring efforts and prepare a plan for orderly wind down in the event a successful result was not achieved. Mr. Schult says that despite the Board's recent positive changes, the cash reserves of the Debtor are ultimately not sufficient to continue operation for any significant period of time outside the protections of a chapter 11 bankruptcy. The Debtor estimated assets and debts of $10 million to $50 million. The Debtor has roughly $12.8 million of secured debt resulting from four different credit facilities. First, Citizens National Bank of Cheboygan loaned to the Debtor the principal sum of $713,000, secured by mortgages on three parcels of real property referred to as the "Lincoln Bridge Plaza." The Economic Development Corporation of the County of Cheboygan, with Citizens as the bondholder, loaned to the Debtor the principal sum of $1,600,000, and was also granted mortgages on the Lincoln Bridge Plaza. The EDCCC, with Citizens again as the bondholder, loaned to the Debtor the additional principal sum of $4,300,000 and received mortgages on the hospital main campus. The United States Department of Agriculture also loaned the Debtor $7,724,251 and received mortgages on a to-be-constructed medical office building. The Debtor filed typical first day motions, including proposals to (i) continue using the existing cash management system, (ii) pay sales and use taxes, (iii) pay prepetition wages and benefits, and (iii) prohibit utilities from discontinuing service. Mr. Schult says that the relief sought in each of the First Day Motions constitutes a critical element in achieving a successful restructuring process and possible sale of substantially all of the Debtor's assets. COMMUNITY MEMORIAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Community Memorial Hospital dba Cheboygan Memorial Hospital 748 South Main Street Cheboygan, MI 49721 Bankruptcy Case No.: 12-20666 Chapter 11 Petition Date: March 1, 2012 Court: U.S. Bankruptcy Court Eastern District of Michigan (Bay City) Judge: Daniel S. Opperman Debtor's Counsel: Shawn M. Riley, Esq. MCDONALD HOPKINS LLC 600 Superior Avenue, East, Suite 2100 Cleveland, OH 44114-2653 Tel: (216) 348-5400 E-mail: sriley@mcdonaldhopkins.com Debtor?s Financial Advisor: CONWAY MACKENZIE INC. Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Shari Schult, CEO and CNO. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Northern Mi Hospital Trade Debt $754,387 416 Connable Petoskey, MI 49770 Agility Health Inc. Trade Debt $351,562 607 Dewey Avenue NW Grand Rapids, MI 49504 Munson Medical Center Trade Debt $302,287 P.O. BOX 1131 Traverse City, MI 49685-1131 Dell Perot Systems Trade Debt $268,249 2300 W. Plano Parkway Plano, TX 75075 State Of Michigan Provider Assessment $277,826 P.O. Box 30437 Lansing, MI 48909 Healthcare Claims Solutions, Inc. Trade Debt $253,309 3460 S. Dixie Highway Moraine, OH 45439 Alliance-HNI LLC Trade Debt $192,455 Medical Information Technology Trade Debt $164,209 Inc. Anesthesia Staffing Consultants Trade Debt $154,867 American United Life Pension Payment $113,386 MHA Insurance $83,484 Consumer Energy Utility Services $79,645 Life Care Sleep and Health Center Trade Debt $76,350 Sanofi Pasteur Inc. Trade Debt $75,663 MHA Insurance $74,199 John E. Green Company Trade Debt $71,774 Phoenix Health Sys, Inc. Trade Debt $63,925 Gordon Food Service Trade Debt $52,719 Nantz Litowich Smith Girard Legal Services $52,438 & Hamil 3M Professional Services $47,973 COMPOSITE TECHNOLOGY: Plan Filing Exclusivity Expires March 6 ------------------------------------------------------------- Composite Technology Corporation and its affiliates obtained from the U.S. Bankruptcy Court for the Central District of California an extension of the Debtors' exclusive periods to file a Chapter 11 plan and solicit acceptances of that plan until March 6, 2012, and May 6, 2012, respectively. This is the second plan exclusivity extension sought by the Debtors. The Debtors told the Court that they will use the additional 90 day extension to negotiate terms of consensual plans with Partners for Growth II, LP, the Debtors' senior secured creditor, and the Committee and other constituents in their cases. About Composite Technology Headquartered in Irvine, California, Composite Technology Corporation (CTC) -- http://www.compositetechcorp.com/-- is a publicly traded company that owns all of the common stock of CTC Cable Corporation and Stribog, Inc. CTC Cable manufactured and marketed innovative energy efficient renewable energy products for the electrical utility industry. Stribog operated a wind turbine products business that was sold to Daewoo Shipbuilding and Marine Engineering ("DSME") on Sept. 4, 2009, for $32.2 million in cash. CTC Renewables is a dormant company. 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. BCC Advisory Services LLC, BCC Ho1dco LLC's FINRA registered Broker/Dealer, serves as investment banker to provide exclusive equity financing services and debt financing services. Composite Technology disclosed $5,855,670 in assets and $12,395,916 in liabilities as of the Chapter 11 filing. CTC Cable Corporation also filed for Chapter 11 (Bankr. C.D. Calif. Case No. 11-15059) on April 10, 2011. Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) filed for Chapter 11 protection on April 11, 2011. CTC Renewables Corp., a dormant company (Bankr. C.D. Calif. Case No. 11-15130) filed for Chapter 11 protection on April 12, 2011. The cases are jointly administered, with Composite Technology as the lead case. Garrick A. Hollander, Esq., Paul J. Couchot, Esq., and Richard H. Golubow, Esq., at Winthrop Couchot PC, in Newport Beach, Calif.; and Sean A. Okeefe, at Okeefe & Associates Law Corporation, in Newport Beach, Calif., serve as the Debtors' bankruptcy counsel. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the official committee of unsecured creditors in the Debtor's cases. Katherine C. Piper, Esq., at Steptoe & Johnson LLP, in Los Angeles, Calif., represents the Committee. COMPOSITE TECHNOLOGY: Landau Tapped to Pursue Claims vs. Insiders ----------------------------------------------------------------- Composite Technology Corporation and its affiliates and the official Committee of Unsecured Creditors of CTC Cable jointly apply to the U.S. Bankruptcy Court for the Central District of California for an order authorizing them to employ Landau Gottfried & Berger LLP as special litigation counsel. The Debtors and the CTC Committee have identified potential claims against certain officers and directors of the Debtors based on, among other things, breaches of fiduciary duty, dissipation of corporate assets, self-dealing and the avoidance and recovery of transfers made to or for the benefit of the insiders, which claims may result in the estates' recovery of millions of dollars available for distribution to creditors. The Debtors and the Committee say that employing LG&B to prosecute the Insider Claims is in the best interests of the Debtors' estates and their creditors. LG&B will be paid on a contingent fee basis and will be entitled to seek compensation only if a recovery is obtained for the Debtors' estates. The fee to be paid to LG&B will be a percentage of the Litigation Recoveries, depending on the state at which recovery is obtained. The term "Litigation Recoveries" means the total of all amounts received in connection with the Insider Claims, whether by way of settlement, arbitration award or judgment, including any award of attorneys' fees. LG&B's fee will be calculated as follows: (a) 33% of Litigation Recoveries obtained prior to the original discovery cutoff date; (b) 37% of Litigation Recoveries obtained after the original discovery cutoff date and prior to the original scheduled trial date; and (c) 40% of Litigation Recoveries on or after the original scheduled trial date. LG&B will also be reimbursed for reasonable costs and expenses. Michael J. Gottfied, a partner at LG&B, says the firm is a disinterested person as that term is defined by the Bankruptcy Code, has no interest adverse to the Debtors and their creditors, and is not related to either the bankruptcy judges in the district or the United States Trustee. LG&B ha no prepetition claims against the Debtors. About Composite Technology Headquartered in Irvine, California, Composite Technology Corporation (CTC) -- http://www.compositetechcorp.com/-- is a publicly traded company that owns all of the common stock of CTC Cable Corporation and Stribog, Inc. CTC Cable manufactured and marketed innovative energy efficient renewable energy products for the electrical utility industry. Stribog operated a wind turbine products business that was sold to Daewoo Shipbuilding and Marine Engineering ("DSME") on Sept. 4, 2009, for $32.2 million in cash. CTC Renewables is a dormant company. 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. BCC Advisory Services LLC, BCC Ho1dco LLC's FINRA registered Broker/Dealer, serves as investment banker to provide exclusive equity financing services and debt financing services. Composite Technology disclosed $5,855,670 in assets and $12,395,916 in liabilities as of the Chapter 11 filing. CTC Cable Corporation also filed for Chapter 11 (Bankr. C.D. Calif. Case No. 11-15059) on April 10, 2011. Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) filed for Chapter 11 protection on April 11, 2011. CTC Renewables Corp., a dormant company (Bankr. C.D. Calif. Case No. 11-15130) filed for Chapter 11 protection on April 12, 2011. The cases are jointly administered, with Composite Technology as the lead case. Garrick A. Hollander, Esq., Paul J. Couchot, Esq., and Richard H. Golubow, Esq., at Winthrop Couchot PC, in Newport Beach, Calif.; and Sean A. Okeefe, at Okeefe & Associates Law Corporation, in Newport Beach, Calif., serve as the Debtors' bankruptcy counsel. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the official committee of unsecured creditors in the Debtor's cases. Katherine C. Piper, Esq., at Steptoe & Johnson LLP, in Los Angeles, Calif., represents the Committee. COMPOSITE TECHNOLOGY: Winthrop to Pursue Ch. 5 Avoidance Actions ---------------------------------------------------------------- Composite Technology Corp. and its affiliates ask the Bankruptcy Court to enter an order amending the terms of the employment and compensation of Winthrop Couchot Professional Corp. as its general insolvency counsel. The Debtors have identified millions of dollars of potential avoidance actions against third parties which, if efficiency pursued and subject to bona fide affirmative defense, could result in the estates' successful avoidance and recovery of substantial funds available for distribution to creditors. The Debtors previously obtained an order employing Winthrop as their general insolvency counsel effective as of April 10, 2011. Work includes advising the Debtors concerning the requirements of the Bankruptcy Code and applicable federal and local bankruptcy rules. Given the firm's knowledge of the Debtors and their business affairs, the Debtors believe it is in the best interests of the estates for the firm to initiate and prosecute litigation of avoidance actions under Chapter 5 of the Bankruptcy Code. About Composite Technology Headquartered in Irvine, California, Composite Technology Corporation (CTC) -- http://www.compositetechcorp.com/-- is a publicly traded company that owns all of the common stock of CTC Cable Corporation and Stribog, Inc. CTC Cable manufactured and marketed innovative energy efficient renewable energy products for the electrical utility industry. Stribog operated a wind turbine products business that was sold to Daewoo Shipbuilding and Marine Engineering ("DSME") on Sept. 4, 2009, for $32.2 million in cash. CTC Renewables is a dormant company. 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. BCC Advisory Services LLC, BCC Ho1dco LLC's FINRA registered Broker/Dealer, serves as investment banker to provide exclusive equity financing services and debt financing services. Composite Technology disclosed $5,855,670 in assets and $12,395,916 in liabilities as of the Chapter 11 filing. CTC Cable Corporation also filed for Chapter 11 (Bankr. C.D. Calif. Case No. 11-15059) on April 10, 2011. Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) filed for Chapter 11 protection on April 11, 2011. CTC Renewables Corp., a dormant company (Bankr. C.D. Calif. Case No. 11-15130) filed for Chapter 11 protection on April 12, 2011. The cases are jointly administered, with Composite Technology as the lead case. Garrick A. Hollander, Esq., Paul J. Couchot, Esq., and Richard H. Golubow, Esq., at Winthrop Couchot PC, in Newport Beach, Calif.; and Sean A. Okeefe, at Okeefe & Associates Law Corporation, in Newport Beach, Calif., serve as the Debtors' bankruptcy counsel. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the official committee of unsecured creditors in the Debtor's cases. Katherine C. Piper, Esq., at Steptoe & Johnson LLP, in Los Angeles, Calif., represents the Committee. CONNAUGHT GROUP: Gets Court OK to Look for Buyer, Auction Assets ---------------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Stuart M. Bernstein on Thursday gave Connaught Group Ltd., maker of the Carlisle and Per Se clothing collections, the green light to sell itself to the highest bidder. Law360 says Judge Bernstein granted that request and numerous other motions in the case. As reported in the Feb. 28 edition of the TCR, even though Consensus Securities LLC marketed the assets prepetition, the Debtors presented bid procedures without a deal with a stalking horse bidder. The procedures contemplate a March 22, 2012 deadline for submitting bids, a March 26 auction, and a sale hearing on March 28. The Debtors say that a sale of their businesses as a going concern by selling substantially all of their assets is in the best interest of all parties and will maximize value for the estates. The Debtors maintain that an expeditious sale process can only increase the value to the Debtors' creditors in addition to avoid further deterioration of the Debtors' businesses, preserve trading partners, and allow for the assumption and/or assignment of certain executory contracts. The bid procedures allow the Debtors to select a stalking horse bidder. The Debtors will reimburse a potential purchaser that agrees to be the stalking horse purchaser for expense reimbursement not to exceed $200,000. About Connaught Group The Connaught Group, Ltd. and four of its affiliates, Limited Editions for Her of Nevada LLC; Limited Editions for Her of Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp. filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-10512) on Feb. 9, 2012. New York-based Connaught Group designs and has manufactured high- end women's wear and then sells the finished clothing through an innovative sales system outside the normal retail chain originally created in 1981 by the Debtors' founder and iconic designer, William D. Rondina. The Company's sales are made primarily through independent contractors who sell the clothing to their own clients in private showings. Through the Wardrobe Consultants, the Debtors are able to offer the personalized service and attention to detail absent from the conventional shopping experience. As of the Petition Date, the Debtors are affiliated with more than 1,300 Wardrobe Consultants. The Debtors also operate 10 outlet stores throughout the country, but the Debtors primarily only sell last season's clothing and other merchandise to be liquidated at these stores. A non-debtor Canadian subsidiary, The Connaught Group ULC, sells the Debtors' clothing to be liquidated in eight outlet stores in Canada. Three of the Canadian stores are leased by The Connaught Group, Ltd. Judge Stuart M. Bernstein presides over the case. David L. Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at Fulbright & Jaworski L.L.P., serve as the Debtors' counsel. Maury Satin at Zygote Associates serves as the CRO. Richter Consulting acts as financial advisor and Consensus Advisory Services and Consensus Securities LLC serve as financial advisors, consultants and investment bankers. Kurtzman Carson Consultants LLC serves as administrative agent, and claims and noticing agent. JPMorgan Chase is represented in the case by Andrew C. Gold, Esq., at Herrick, Feinstein LL. Citibank is represented by Boris I. Mankovetskiy, Esq., at Sills Cummis & Gross P.C. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler, PC. CORELOGIC INC: S&P Affirms 'BB' Corporate; Outlook Now Stable ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating on CoreLogic Inc., and revised the outlook to stable from negative. The outlook revision reflects Corelogic's conclusion of its strategic evaluation, resulting in improved clarity of financial policies and financial profile expectations. "The rating incorporates our expectation that CoreLogic's leadership position in key markets and focus on reducing costs will support consistent profitability, despite our expectation for lower U.S. mortgage originations in fiscal 2012. The ratings also reflect our view that leverage will decrease to the 2.5x to 3.0x range from about 3.0x at present, supported by the company's plans for debt repayment. We note that CoreLogic is the surviving company from the June 2010 spin-off of First American Corp.'s financial services business," S&P said. "With last-12-month revenues of $1.34 billion, CoreLogic provides mortgage origination processing services (about 44% of 2011 revenues), mortgage analytical data (40%), and default management services (16%). CoreLogic's 'fair' business risk profile reflects a strong position in fragmented markets, offset by significant customer concentration (the company's top 10 customers accounted for about 40% of 2011 revenues) and vulnerability to economic and credit cycles. Barriers to entry, which include the investment and expertise CoreLogic requires to build the databases and analytics at the core of the company's solutions, support the company's market position," S&P said. "CoreLogic's 'significant' financial risk reflects significant earnings exposure to mortgage origination and servicing activity, which the Mortgage Bankers Assn. expects will be weak in 2012. We expect low-single-digit revenue growth and adjusted EBITDA margins to remain in the low-20% area, with support from restructuring actions and growth in data and analytics markets, mitigated by weak mortgage originations. Adjusted debt to EBITDA was about 3x as of Dec. 31, 2011. We note that revenues in the fourth quarter of 2011 were $345 million, up about 4% from the prior-year period, excluding 2011 acquisitions," S&P said. "The company generated about $100 million of free operating cash flow in 2011. Reductions in dividends from unconsolidated investment affiliates have caused some volatility in cash flows, but we expect annual free cash flow to be relatively stable. In May 2011, CoreLogic acquired RP Data Ltd. for approximately $184 million. Although CoreLogic has been moderately acquisitive, the company has very limited capacity for additional leverage at the current rating," S&P said. COUDERT BROTHERS: Circuit Has Landmark Choice-of-Law Ruling ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Court of Appeals in Manhattan ruled at the end of February that when a plaintiff was forced to file a proof of claim in New York to maintain the vitality of a pre-bankruptcy lawsuit in Connecticut, the bankruptcy court should have applied the state's choice-of-law rules in deciding if the claim was timebarred. The case involved an $85 million malpractice suit a client filed in Connecticut against Coudert Brothers LLP before the law firm went bankrupt in New York. The client filed a proof of claim, to which Coudert objected, saying it was barred by the New York statute of limitations. According to the report, the bankruptcy court agreed and dismissed the suit. The district court agreed and affirmed. Circuit Judge Peter W. Hall reversed in a 19-page opinion, saying the bankruptcy judge incorrectly applied dicta from a prior Second Circuit opinion and should have used Connecticut's choice of law rules. Mr. Rochelle says that in a ruling that may have application in other areas, Judge Hall said that the client's filing of a proof of claim "beyond doubt" was an "extension of the Connecticut" lawsuit. He said that the client filed the proof of claim in New York because "realistically, [it] had no other option." Judge Hall said the lawsuit and the claim were "functionally one and the same." The case is Stakek Corp. v. Development Specialists Inc. (In re Coudert Bros. LLP), 10-2723, U.S. Court of Appeals for the Second Circuit (Manhattan). About Coudert Brothers Coudert Brothers LLP was an international law firm specializing in complex cross-border transactions and dispute resolution. The firm had operations in Australia and China. The Debtor filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor in its restructuring efforts. The U.S. Trustee for Region 2 appointed five creditors to serve on an Official Committee of Unsecured Creditors. Brian F. Moore, Esq., and David J. Adler, Esq., at McCarter & English, LLP, represented the Official Committee of Unsecured Creditors. Coudert scheduled total assets of $30.0 million and total debts of $18.3 million as of the Petition Date. The Bankruptcy Court in August 2008 signed an order confirming Coudert's chapter 11 plan. The Plan contemplated on paying 39% to unsecured creditors with $26 million in claims. CPG INTERNATIONAL: Cut by Moody's to SGL-3; Outlook Remains Stable ------------------------------------------------------------------ Moody's Investors Service has lowered the Speculative Grade Liquidity (SGL) rating of CPG International Inc. (CPG) to SGL-3 from SGL-2 largely to reflect the contractual tightening of covenants set to begin in June 2012. Concurrently, Moody's affirmed the B2 Corporate Family Rating (CFR) and Probability of Default Rating and the B2 to the $285 million first lien term loan due 2017. The rating outlook remains stable. The following ratings were affirmed: B2 Corporate Family Rating; B2 Probability of Default Rating; and B2 (LGD4, 56% from 57%) to the $285 million first lien term loan due 2017. RATINGS RATIONALE The downgrade of CPG's SGL rating to SGL-3 reflects Moody's expectation that CPG will maintain an adequate liquidity profile over the next twelve months. CPG's term loan contains a series of meaningful step-downs to its leverage covenant that will tighten the covenant to 4.75x in September 30, 2012 from 5.75x, and continue thereafter. Moody's currently expects CPG to maintain compliance over this period, however, weaker than anticipated EBITDA performance and less than previously anticipated debt reduction in 2011 have reduced Moody's expectation for covenant headroom, particularly in March 2013 when CPG typically accesses its revolver to fund working capital build for its early buy program. The SGL-3 incorporates Moody's expectation that CPG's $65 million revolving credit facility will remain largely undrawn for the majority of the year upon repayment of seasonal borrowings necessary for the spring working capital build. Further, Moody's expects free cash flow to be positive in 2012 and that cash balances will build following the end of the first quarter. The B2 CFR considers CPG's high leverage, just below 5.0x on a Moody's adjusted basis, and volatile earnings, due to its exposure to commodity prices (primarily resins) and the North American construction cycle. Further, the rating is constrained by its limited end market and customer diversification and CPG's relatively small scale. The rating incorporates the company's leading position in the niche synthetic building products market, successful management of challenging market conditions over recent years and adequate liquidity profile. The ratings are unlikely to be upgraded prior to a permanent reduction in debt that lowers Debt/EBITDA below 4.0x (including Moody's standard adjustments) given the cyclicality of CPG's key end-markets (residential construction and remodeling, commercial construction and industrial). Downward ratings pressure could occur if demand were to deteriorate such that earnings declines result in leverage approaching 5.5x (including Moody's standard adjustments). Further tightening of covenant headroom and/or a weakening of the company's liquidity profile could result in a negative rating action. The principal methodology used in rating CPG International was the Global Manufacturing Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CPG International Inc. (CPG), headquartered in Scranton, Pennsylvania, is a manufacturer and fabricator of engineered and branded synthetic products designed to replace wood and metal in a variety of building materials and industrial applications. Since 2005, AEA Investors LP and certain affiliates has owned a majority interest in CPG. Sales for the twelve months ended September 30, 2011 were approximately $318 million. CROSS BORDER: Board Stops Major Stockholder From Taking Action -------------------------------------------------------------- The Board of Directors of Cross Border Resources, Inc., unanimously adopted an amendment to the Company's Bylaws amending Article III, Section 13 to provide that stockholders may not act by written consent. This amendment was adopted by the Board to protect all stockholders against a majority stockholder, or a group of stockholders holding a majority of the outstanding common shares, from taking actions without all stockholders having the opportunity to participate in the debate, deliberation and voting at a regularly scheduled annual or special meeting of stockholders. As previously reported by the TCR on Feb. 28, 2012, Red Mountain Resources, Inc., Black Rock Capital, Inc., Alan W. Barksdale, Paul N. Vassilakos, Richard Y. Roberts, Lynden B. Rose, Randell K. Ford and William F. Miller, III, sought to add six independent directors to the Company's Board because they do not believe the current Board is acting in the best interests of the Company's stockholders and that new independent directors are necessary in order to enhance stockholder value. The Group believes the approval of the actions will provide the Issuer with qualified and committed directors who, in accordance with their respective fiduciary duties as directors, will provide proper oversight and direct management to take decisive steps to maximizing stockholder value. The Board has unanimously agreed that the action by Red Mountain is not in the best interests of the stockholders and has made the changes to protect the ability of all stockholders to participate in the election of directors at the Company's 2012 annual meeting of stockholders. Although the Company believes that this amendment and the amendment to the Bylaws adopted on Nov. 14, 2011, renders the consent solicitation invalid, it anticipates that it will nevertheless file a preliminary consent revocation statement in the near future with the Securities and Exchange Commission in connection with the Red Mountain consent solicitation. The Company has scheduled its 2012 annual meeting of stockholders for May 9, 2012. The meeting will be held at 3:00p.m. Central Daylight Time at Hyatt Place San Antonio, 1610 East Sonterra Boulevard, San Antonio, TX 78258. As of Feb. 21, 2012, Red Mountain and its affiliates beneficially own 6,973,589 shares of common stock of Cross Border, which represents 38.1% of the shares outstanding. About Cross Border Resources Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB: DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas operator in the state of New Mexico. The Company is headquartered in Midland, Texas. Cross Border was formed effective Jan. 4, 2011, following a merger between Doral Energy Corp. and the Pure Energy Group. The Company's balance sheet at Sept. 30, 2011, showed $25.92 million in total assets, $7.88 million in total liabilities and $18.04 million in total stockholders' equity. Prior to the merger, MaloneBailey, LLP, in Houston, Texas, issued a going concern qualification on Doral Energy following the results for fiscal year ended July 31, 2010. The auditor said that negative working capital and recurring losses from operations raise substantial doubt about Doral's ability to continue as a going concern. Cross Border reported a net loss of $471,068 on $5.59 million of total revenues and gains for the nine months ended Sept. 30 2011, compared with net income of $755,244 on $3.34 million of total revenues and gains for the same period the year before by the predecessor entity. CRYOPORT INC: James Flynn Discloses 9.2% Equity Stake ----------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, James E. Flynn and his affiliates disclosed that, as of Feb. 22, 2012, they beneficially own 3,636,364 shares of common stock of Cryoport, Inc., representing 9.27% of the shares outstanding. A full-text copy of the filing is available at http://is.gd/wwkV5x About CryoPort Inc. Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB: CYRXD) -- http://www.cryoport.com/-- provides innovative cold chain frozen shipping system dedicated to providing superior, affordable cryogenic shipping solutions that ensure the safety, status and temperature of high value, temperature sensitive materials. The Company has developed a line of cost-effective reusable cryogenic transport containers capable of transporting biological, environmental and other temperature sensitive materials at temperatures below 0-degree Celsius. KMJ Corbin & Company LLP expressed substantial doubt about CryoPort's ability to continue as a going concern, following the Company's fiscal 2009 results. The firm noted that the Company has incurred recurring losses and negative cash flows from operations since inception. The Company reported a net loss of $6.16 million on $378,718 of net revenues for the nine months ended Dec. 31, 2011, compared with a net loss of $4.29 million on $375,438 of net revenues for the same period during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $4.22 million in total assets, $3.60 million in total liabilities and $620,873 in total stockholders' equity. CYBEX INTERNATIONAL: Now In Compliance With Nasdaq Listing Rules ---------------------------------------------------------------- Cybex International Inc. announced that the Nasdaq Stock Market has confirmed that Cybex is now in compliance with all required standards for continued listing on the Nasdaq Global Market by curing the Company's previously reported deficiencies for failure to comply with the minimum market value of publicly held shares requirement of $5,000,000, the minimum stockholders' equity requirement of $10 million and the minimum bid price requirement of $1 per share. On Feb. 15, 2012, the Company filed Form 8-K with the Securities and Exchange Commission reflecting a stockholders' equity balance in excess of $19 million. Additionally, as of Feb. 17, 2012, the bid price of the Company's common stock had closed above the $1.00 minimum requirement for a period of 10 consecutive trading days. With a closing price above $1.00 for each of the ten days, the Company evidenced a minimum market value of more than $5 million for publicly held shares. As previously reported, the Company had failed to comply with several Nasdaq listing standards as a result of a product liability judgment which has since been settled, all of which deficiencies have now been cured. "Cybex is pleased to report that it is in full compliance with the requisite Nasdaq listing standards well before the stated deadlines and in excess of the minimum requirement amounts," said John Aglialoro, Cybex Chairman and CEO. "With these achievements now behind us, we look forward to concentrating our efforts on continuing to build the world's most innovative and respected fitness products and to bringing value to our shareholders, employees and customers." About Cybex International Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI) -- http://www.cybexintl.com/--is a manufacturer of exercise equipment and develops, manufactures and markets strength and cardiovascular fitness equipment products for the commercial and, to a lesser extent, consumer markets. The net loss was $454,000 on $97.1 million of net sales for the nine months ended Sept. 24, 2011, compared with a net loss of $1.1 million on $83.0 million of net sales for the nine months ended Sept. 25, 2010. The Company's balance sheet at Sept. 24, 2011, showed $87.8 million in total assets, $103.0 million in total liabilities, and a stockholders' deficit of $15.2 million. As reported in the TCR on April 8, 2011, KPMG LLP, in Pittsburgh, Pa., expressed substantial doubt about Cybex International's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2010. The independent auditors noted that a December 2010 jury verdict in a product liability suit apportions a significant amount of liability to the Company. "The Company does not have the resources to satisfy a judgment in this matter that has not been substantially reduced from the jury verdict, which raises substantial doubt about the Company's ability to continue as a going concern." DAVIS TRAILER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Davis Trailer & Equipment, Inc. 7609 Colonel Glenn Rd. Little Rock, AR 72204 Bankruptcy Case No.: 12-11154 Chapter 11 Petition Date: February 28, 2012 Court: United States Bankruptcy Court Eastern District of Arkansas (Little Rock) Debtor's Counsel: Frederick S. Wetzel, Esq. FREDERICK S. WETZEL, P.A. 200 North State Street, Suite 200 Little Rock, AR 72201 Tel: (501) 663-0535 E-mail: frederickwetzel@sbcglobal.net Scheduled Assets: $4,106,339 Scheduled Liabilities: $1,751,209 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/areb12-11154.pdf The petition was signed by Chet Mercer, president. DDR CORP: S&P Affirms 'BB' Corporate Credit Rating -------------------------------------------------- Standard Poor's Ratings Services revised its outlook on DDR Corp. to positive from stable and affirmed its 'BB' corporate credit rating on the company. "Additionally, we affirmed our 'BB+' rating on the company's senior unsecured notes. We also maintain a '2' recovery rating on the company's senior unsecured notes. These rating actions affect roughly $2.1 billion of rated debt," S&P said. "We revised our outlook on DDR Corp. to positive to reflect continued improvement in the company's operating performance and execution of capital transactions that further reduce leverage and extend debt tenor," said credit analyst Matthew Lynam. "Leasing remained strong in the fourth quarter ended Dec. 31, 2011, as both occupancy and rental rates increased and same-store net operating income (NOI) grew for the seventh consecutive quarter." "The positive outlook reflects our belief that DDR's FCC measures will begin to improve in the next 12 months, as new lease commencements accelerate in the back half of 2012. We would consider raising our corporate credit rating if S&P-calculated FCC strengthens to 1.8x, the common dividend remains adequately covered, and debt-to-EBITDA (including the company's pro rata share of joint venture debt) falls to the company's stated low 7x target range. Although we presently believe it is unlikely in the near term, we would consider lowering the corporate credit rating if leverage or liquidity materially weakened," S&P said. DESERT RESTAURANT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Desert Restaurant Ventures, LLC 30011 Ivy Glenn Drive Suite 115 Laguna Niguel, CA 92677 Bankruptcy Case No.: 12-12502 Chapter 11 Petition Date: February 28, 2012 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Catherine E. Bauer Debtor's Counsel: Todd C. Ringstad, Esq. RINGSTAD & SANDERS LLP 2030 Main St. #1200 Irvine, CA 92614 Tel: (949) 851-7450 E-mail: becky@ringstadlaw.com Scheduled Assets: $503,855 Scheduled Liabilities: $5,304,375 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-12502.pdf The petition was signed by Dara Dejbakhsh, managing member. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Arcadia Restaurant Ventures LLC 12-12507 02/28/12 DJA ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: DJA Enterprises Inc., a California Corporation 1485 San Clemente Circle Corona, CA 92882 Bankruptcy Case No.: 12-14748 Chapter 11 Petition Date: February 26, 2012 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Mark S. Wallace Debtor's Counsel: David T Egli, Esq. LAW OFFICE OF DAVID T EGLI 6942 Ed Perkic St Ste A Riverside, CA 92504 Tel: (951) 710-3536 Fax: (951) 840-2285 E-mail: daveegli@aol.com Scheduled Assets: $2,100,000 Scheduled Liabilities: $2,312,395 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-14748.pdf The petition was signed by Don Aldred, president. EDGEN MURRAY: Incurs $24.5 Million Net Loss in 2011 --------------------------------------------------- Edgen Murray II, L.P., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $24.52 million on $911.61 million of sales in 2011, a net loss of $98.28 million on $627.71 million of sales in 2010, and a net loss of $20.88 million on $773.32 million of sales in 2009. The Company's balance sheet as of Dec. 31, 2011, showed $551.05 million in total assets, $706.11 million in total liabilities and a $155.05 million total deficit. A copy of the Form 10-K is available for free at: http://is.gd/Fi1h0F About Edgen Murray Edgen Murray II L.P., headquartered in Baton Rouge, Louisiana, is a distributor of carbon steel and alloy products for use primarily in specialized applications in the energy and niche industrial segments. The company operates on a global basis, with approximately one-third of its sales generated outside of the Americas, and has distribution centers in five countries to facilitate timely deliveries to companies and contractors engaged in the development of new energy infrastructure projects and the maintenance of existing facilities. In 2010, Edgen Murray had sales of $628 million. The company is primarily owned by Jefferies Capital Partners, certain co-investors and members of senior management. * * * As reported by the TCR on April 11, 2011, Moody's Investors Service lowered Edgen Murray II, L.P.'s probability of default rating (PDR) to Caa2 from Caa1, its corporate family rating (CFR) to Caa3 from Caa1 and the company's 12.25% senior secured notes to Caa3 from Caa2. The downgrade was prompted by Edgen Murray's continuing weak performance even as many of its peers began to benefit in 2010 from higher oil prices, a higher rig count for oil drilling, and increased drilling in and production from alternative shale plays. In September 2010, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Edgen Murray II L.P. to 'B- ' from 'B'. The rating outlook is stable. "The downgrade reflects S&P's expectation that 2010 EBITDA will likely be around $30 million, materially lower than its previous expectation of about $55 million, due to ongoing weakness in the company's Western Hemisphere segment as a result of lower capital spending on projects in the region," said Standard & Poor's credit analyst Sherwin Brandford. EDISON MISSION: Swings to $1.07 Billion Loss in 2011 ---------------------------------------------------- Edison Mission Energy filed with the U.S. Securities and Exchange Commission an annual report on Form 10-K disclosing a net loss of $1.07 billion on $2.18 billion of operating revenues for the year ended Dec. 31, 2011, compared with net income of $163 million on $2.42 billion of operating revenue during the prior year. EME had a core loss in 2011 compared to core earnings in 2010 primarily due to the following pre-tax items: * $206 million and $122 million decreases in Midwest Generation and Homer City income, respectively, primarily due to lower average realized energy and capacity prices and generation. * $60 million increase in interest expense due to new energy project financings ($33 million) and lower capitalized interest ($27 million). * $36 million decrease in energy trading due to reduced revenues from trading power contracts and the allocation to Homer City of benefits from an arrangement that allows EMMT to deliver a portion of Homer City's power into the NYISO (such decrease resulting from that allocation is offset by revenues recognized at Homer City). * The decrease was partially offset by an $18 million increase in renewable energy income due to the increase in wind projects in operation coupled with higher generation due to more favorable wind conditions, partially offset by lower realized energy prices at the merchant wind projects. The Company's balance sheet at Dec. 31, 2011, showed $8.32 billion in total assets, $6.66 billion in total liabilities, and $1.66 billion in total equity. A full-text copy of the Form 10-K is available for free at: http://is.gd/sZGi4r About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or leased interests in 39 operating projects with an aggregate net physical capacity of 10,979 MW of which EME's pro rata share was 9,852 MW. At Dec. 31, 2010, EME's subsidiaries and affiliates also owned four wind projects under construction totaling 480 MW of net generating capacity. EDISON MISSION: S&P Lowers Corporate Credit Rating to 'CCC+' ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit rating on Edison Mission Energy (EME) and its subsidiaries Midwest Generation LLC (Midwest Gen) and Edison Mission Marketing & Trading, Inc. (EMMT), to 'CCC+' from 'B-' based on greater refinance risk in 2013 due to lower cash flow over the medium term and reduced liquidity. The outlook is negative. "We lowered our issue rating on Homer City Funding LLC's senior secured notes to 'B' from 'B+' based on our expectations of transaction stress because Homer City is unlikely to make the equity rent payment in April 2012 and exhibits low future debt service coverage ratios based on our base case forecast. We have placed the rating on CreditWatch negative pending further analysis," S&P said. "We think the risk that EME will be unable to refinance its $500 million notes in June 2013 on reasonable terms is greater because of reduced future cash flows driven by low natural gas prices and lower company liquidity. The company's decision to terminate the $564 million revolver at EME matures in summer 2012 worsens its liquidity position, which we already viewed as less than adequate. Other factors negatively affecting liquidity build-up are much higher coal costs at Midwest Gen under new supply contracts and the $185 million refund payment in 2012 from EME to parent Edison International (EIX) under their tax-sharing agreement," S&P said. "Offsetting some of this liquidity reduction is the decline in capital expenditures from previous estimates to meet environmental requirements at Midwest Gen. EME forecasts compliance with emission regulations will require capital expenditures of up to about $628 million for the large units (Powerton, Joliet 7 and 8, and Will County) and an additional $235 million for Joliet 6 and Waukegan. Also, EME has levered up some wind power assets that it had funded fully with equity, improving the current EME corporate cash and cash equivalent position to $951 million. Importantly, EME forecasts that it will be able to monetize its tax benefits under the EIX tax-sharing agreement from 2013 to 2016. As of Dec. 31, 2011, EME had recorded deferred tax assets of $520 million related to loss carry--forwards and unused credits--which, if realized, would provide a huge liquidity boost. Finally, the company benefits from a portion of earnings from other assets and activities that are more predictable," S&P said. "Homer City remains a challenge, due to lower cash flow prospects with current low natural gas prices and a large capital expenditures requirement for environmental compliance. We do not assume EME will receive any significant cash flow from Homer City over the next few years given the project's low cash flow expectations. We think it likely that Homer City will be unable to meet all of its debt obligations in the next few years given low cash flow prospects and high rent service. Favorably, total rent service declines substantially in 2015 from current levels. A failure to pay the April 2012 equity rent will not enable Homer City debt holders to accelerate repayment, but could result in a transaction stress that we are investigating further. The failure of Homer City to pay the equity rent could lead to a termination of the letter of credit (LOC) backing up the senior rent payment reserve. If that LOC is terminated, we think Homer City would be unable to fund this reserve from cash or a replacement LOC, and that may lead to a lease termination in the worst scenario. EME and GE Capital are discussing options. In addition, the project needs sulfur dioxide and particulate emissions control investments, currently projected to cost about $700 to 750 million. EME is not able or willing to fund any equity component of such an investment and is discussing the funding of capital improvements at Homer City with GE Capital," S&P said. "The negative outlook on EME, Midwest Gen, and EMMT reflects higher refinancing risk due to tightening liquidity situation and declining financial performance. Developments that could lead to a rating decline include further deterioration in financial performance or increased uncertainty about EME's ability to roll over its $500 million notes maturing in June 2013," S&P said. "The negative CreditWatch listing on Homer City's debt reflects weaker financial performance, heightened risk from the expected failure to make the equity rent payment in April 2012, and uncertainty of obtaining funding for the required emissions reductions," S&P said. * * * Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes that the $1.196 billion in 7 percent senior unsecured notes maturing in 2017 last traded Feb. 29 for 65.5 cents on the dollar, to yield 17.329 percent, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. ELEPHANT & CASTLE: Phoenix Served as Advisor in $22.7-Mil. Sale --------------------------------------------------------------- Phoenix disclosed that it has recently served as Chief Restructuring Advisor to Elephant & Castle Group, Inc. Elephant & Castle has now sold substantially all of its assets to Original Joe's Acquisition Corporation for $22,750,000 in a sale that was consummated pursuant to section 363 of the U.S. Bankruptcy Code. The transaction closed Feb. 4, 2012. Mitchell B. Arden, Senior Managing Director and Shareholder of Phoenix, and Joseph Nappi, a Phoenix Director, worked closely with Elephant & Castle's management team, board of directors, Eckert Seamans (Debtor Counsel) and BellMark Partners (Debtor's investment bankers) as well as other professionals throughout the course of the bankruptcy. About Massachusetts Elephant & Castle Group Boston-based Massachusetts Elephant & Castle Group and its affiliates operates 21 British-style restaurant pubs in the U.S. and Canada. The chain, with 10 locations in the U.S., generated revenue of $47.5 million in 2010, throwing off $3.9 million of earnings before interest, taxes, depreciation, amortization, and foreign exchange gains or losses. Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16155) on June 28, 2011. Bankruptcy Judge Henry J. Boroff presides over the case. Repechage Investments' estimated assets and debts at $10 million to $50 million. Other Debtors' estimated assets and debts at $0 to $10 million. Eckert Seamans Chein & Mellott, LLC, represent the Debtors as counsel and BellMark Partners, LLC as financial advisor. Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting agent. Phoenix Management serves as the Company's Chief Restructuring Advisor. FTI Consulting, Inc., is the Official Committee of Unsecured Creditors' financial advisors. Goulston & Storrs, P.C., is the Committee's counsel. ENERGY FUTURE: Completes Offering of $350 Million Senior Notes -------------------------------------------------------------- Energy Future Intermediate Holding Company LLC, a wholly-owned subsidiary of Energy Future Holdings Corp., and EFIH Finance Inc., a direct, wholly-owned subsidiary of EFIH, completed an offering of $350 million in aggregate principal amount of additional 11.750% Senior Secured Second Lien Notes due 2022 in a private placement conducted pursuant to the exemptions from registration contained in Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Additional Notes are being offered as additional notes under the Indenture, dated as of April 25, 2011, as supplemented by the First Supplemental Indenture, dated as of Feb. 6, 2012, and the Second Supplemental Indenture, dated as of Feb. 28, 2012, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which the Issuer previously issued $406 million aggregate principal amount of its 11% Senior Secured Second Lien Notes due 2021 and $800 million aggregate principal amount of its 11.750% Senior Secured Second Lien Notes due 2022. The Additional Notes have identical terms, other than the issue date and issue price, will be fungible with, and constitute part of the same series as, the Initial Notes. The Notes will mature on March 1, 2022. Interest on the Notes is payable in cash semiannually in arrears on March 1 and September 1 of each year at a fixed rate of 11.750% per annum, commencing on Sept. 1, 2012. The Notes are secured equally and ratably with the 2021 Notes, on a second-priority basis, by the pledge of all membership interests and other investments EFIH owns or holds in Oncor Electric Delivery Holdings Company LLC or any of Oncor Holdings' subsidiaries. The Issuer may redeem the Notes, in whole or in part, at any time on or after March 1, 2017, at specified redemption prices, plus accrued and unpaid interest, if any. In addition, before March 1, 2015, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes from time to time at a redemption price of 111.750% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, with the net cash proceeds of certain equity offerings. The Issuer may also redeem the Notes at any time prior to March 1, 2017, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a "make- whole" premium. Upon the occurrence of a change in control, the Issuer must offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest, if any. The Additional Notes have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities laws. Registration Rights Agreement On Feb. 28, 2012, the Issuer also entered into a registration rights agreement among the Issuer and the initial purchasers named therein. Pursuant to the Registration Rights Agreement, the Issuer has agreed to register with the United States Securities and Exchange Commission notes having substantially identical terms as the Additional Notes as part of an offer to exchange those registered notes for the Additional Notes and to complete that exchange offer no later than 365 days after Feb. 6, 2012. The Issuer has also agreed to file a "shelf" registration statement under certain circumstances to cover resales of the Additional Notes. If those obligations are not satisfied, the annual interest rate on the Additional Notes will increase by 25 basis points for the first 90-day period during which a Registration Default continues, and thereafter the annual interest rate on the Additional Notes will increase by 50 basis points over the original interest rate for the remaining period during which the Registration Default continues. If the Registration Default is corrected, the applicable interest rate on such notes will revert to the original level. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. Energy Future reported a net loss of $1.91 billion in 2011 and a net loss of $2.81 billion in 2010. The Company's balance sheet at Dec. 31, 2011, showed $44.07 billion in total assets, $51.83 billion in total liabilities and a $7.75 billion total deficit. * * * In April 2011, Moody's Investors Service affirmed the 'Caa2' Corporate Family Rating, 'Caa3' Probability of Default Rating and SGL-4 Speculative Grade Liquidity Ratings of EFH. Outlook is stable. EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed company with limited financial flexibility; its capital structure appears to be untenable, calling into question the sustainability of the business model; and there is no expectation for any meaningful debt reduction over the next few years, beyond scheduled amortizations. At the end of February 2011, Fitch Ratings it does not expect to take any immediate rating action on EFH's Texas Competitive Electric Holdings Company LLC or their affiliates based on recent default allegations from lender Aurelius. EFH carries a 'CCC' corporate rating, with negative outlook, from Fitch. EPICEPT CORP: Incurs $3.4 Million Net Loss in Fourth Quarter ------------------------------------------------------------ EpiCept Corporation reported a net loss of $3.45 million on $207,000 of total net revenues for the three months ended Dec. 31, 2011, compared with a net loss of $2.97 million on $291,000 of total net revenues for the same period a year ago. The Company reported a net loss of $15.65 million on $944,000 of total net revenues for the year ended Dec. 31, 2011, compared with a net loss of $15.53 million on $994,000 of total net revenues during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $7.52 million in total assets, $24.30 million in total liabilities and a $17.14 million total stockholders' deficit. "EpiCept has marked several important achievements and milestones since our last quarterly report," stated Jack Talley, EpiCept President and CEO. "Our most significant milestone was the outcome of our End-of-Phase II meeting with the U.S. Food and Drug Administration (FDA) concerning AmiKet, a combination topical cream of amitriptyline 4% and ketamine 2%. We were pleased to receive FDA approval to start Phase III activities with AmiKet. We were also delighted with the encouragement we received from the FDA to file for Fast Track status and a suggestion to consider alternative strategies with respect to the type of confirmatory pivotal study needed to file a New Drug Application (NDA). The granting of Fast Track status should provide us the opportunity to regularly consult with the FDA in order to determine the optimum path towards approval. We believe that the meaningful guidance provided to us by the FDA will positively advance our ongoing discussions with several potential partners identified by SunTrust Robinson Humphrey." A copy of the press release is available for free at: http://is.gd/UpuUaW About EpiCept Corporation Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused on the development and commercialization of pharmaceutical products for the treatment of cancer and pain. The Company's lead product is Ceplene(R), approved in the European Union for the remission maintenance and prevention of relapse in adult patients with Acute Myeloid Leukemia (AML) in first remission. In the United States, a pivotal trial is scheduled to commence in 2011. The Company has two other oncology drug candidates currently in clinical development that were discovered using in-house technology and have been shown to act as vascular disruption agents in a variety of solid tumors. The Company's pain portfolio includes EpiCept(TM) NP-1, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. The Company's recurring losses from operations and the Company's stockholders' deficit raise substantial doubt about its ability to continue as a going concern and, as a result, the Company's independent registered public accounting firm, Deloitte & Touche LLP, in Parsippany, New Jersey, included an explanatory paragraph in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2010, which was included in our Annual Report on Form 10-K, with respect to this uncertainty. FANNIE MAE: Incurs $16.85 Billion Net Loss in 2011 -------------------------------------------------- Federal National Mortgage Association filed with the U.S. Securities and Exchange Commission an annual report on Form 10-K disclosing a net loss of $16.85 billion on $142.94 billion of total interest income in 2011, a net loss of $14.01 billion on $154.27 billion of total interest income in 2010, and a net loss of $72.02 billion on $39.35 billion of total interest income in 2009. The Company's balance sheet as of Dec. 31, 2011, showed $3.21 trillion in total assets, $3.21 trillion in total liabilities and a $4.57 billion total deficit. "While economic factors such as falling home prices and high unemployment produced strong headwinds for our business again in 2011, we continued to grow a very strong new book of business as we have since 2009. During the year, Fannie Mae funded the market with more than $650 billion in liquidity and maintained its focus on strengthening Fannie Mae's ability to support and improve the housing industry," said Michael J. Williams, president and chief executive officer. "For example, since 2009, we have set industry standards for underwriting that promote sustainable homeownership and affordable rental housing. Families across America also have benefited from efforts by Fannie Mae to enable homeowners to refinance 6.6 million mortgages, 1.9 million households to purchase a home, and provided financing for over 1.1 million units of quality rental housing." A full-text copy of the Form 10-K is available for free at: http://is.gd/fBCZKI About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae has been under conservatorship, with the Federal Housing Finance Agency acting as conservator, since September 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the company and its assets. The conservator has since delegated specified authorities to Fannie Mae's Board of Directors and has delegated to management the authority to conduct day-to-day operations. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9% of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. FEDERATED SPORTS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Federated Sports & Gaming, Inc. 2 Wisconsin Circle, Suite 300 Chevy Chase, MD 20815 Bankruptcy Case No.: 12-13521 Chapter 11 Petition Date: February 28, 2012 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Wendelin I. Lipp Debtor's Counsel: Stephen A. Metz, Esq. SHULMAN, ROGERS, GANDAL, PRODY & ECKER, P.A. 12505 Park Potomac Avenue, 6th Floor Potomac, MD 20854 Tel: (301) 230-6564 Fax: (301) 230-2891 E-mail: smetz@shulmanrogers.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Federated Heartland, Inc. 12-13523 02/28/12 Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by David Goldberg, co-chief executive officer. A list of Federated Sports' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb12-13521.pdf A list of Federated Heartland's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb12-13523.pdf FRIENDFINDER NETWORKS: AdultFriendFinder.com Declines, Cut to B- ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Boca Raton, Fla.-based FriendFinder Networks Inc. to 'B-' from 'B'. "All issue-level ratings on the company's debt have also been lowered by one notch in conjunction with the downgrade. In addition, we have placed the ratings on CreditWatch with negative implications," S&P said. "The rating actions reflect the uncertainty around paid adult social media and daily deals Web sites, and the potential repercussions for FriendFinder's credit profile. As stated in our Nov. 21, 2011 research update report, our view on FriendFinder reflects 'the company's declining paid subscriptions and the likelihood that operating results will continue to be weak over the near term.' We expect that continued economic headwinds and negative business momentum will remain a drag on results. Total subscribers at the company's adult Web sites, primarily AdultFriendFinder.com, fell 13% during the 12 months ending Sept. 30, 2011. Revenue has fallen during each of the first three quarters of 2011," S&P said. "The negative CreditWatch implications reflect our view of the difficulty that FriendFinder faces in reversing current negative trends in subscriber growth and revenues. We could lower the rating if subscriber levels and revenues continue to decline and financial metrics continue to deteriorate," S&P said. FUSION TELECOMMUNICATIONS: 9 Directors Elected at Annual Meeting ---------------------------------------------------------------- Fusion Telecommunications International, Inc., held its 2011 annual meeting of stockholders on Feb. 27, 2012 at the company's principal office in New York. Two Company's stockholders: (1) elected nine directors to the Company's Board of Directors to serve until the next annual meeting of stockholders, and (2) the ratified of the appointment of Rothstein, Kass,.to act as the Company's Independent Registered Public Accountants for the fiscal year ended Dec. 31, 2011. The newly elected directors are: (a) Marvin S. Rosen; (b) Matthew D. Rosen; (c) Philip D. Turits; (d) Alan E. Brumberger; (e) Julius Erving; (f) Paul C. O'Brien; (g) Michael J. Del Guidice; (h) Larry Blum; and (i) William Rubin. 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. Fusion Telecommunications reported a net loss of $5.8 million in 2010 and a net loss of $9.6 million in 2009. The Company reported a net loss of $3.54 million for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2011, showed $4.71 million in total assets, $14.99 million in total liabilities, and a $10.28 million total stockholders' deficit. 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. GENERAL MARITIME: To Present Plan for Confirmation April 25 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has approved the disclosure statement filed in connection with General Maritime Corporation's proposed Joint Plan of Reorganization. Approval of the Disclosure Statement allows General Maritime to solicit approval of the Plan from its creditors. The hearing to consider approval of the Plan by the Bankruptcy Court is scheduled to commence on April 25, 2012. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that at the hearing on the Disclosure Statement, the Debtor overcame opposition from the creditors' committee, which contended the plan is "patently unconfirmable." The judge explained to the committee that their objections can be heard again at the confirmation hearing for approval of the plan. In the meantime, the committee should conduct investigations to turn up facts supporting the allegations, the judge said. General Maritime has made substantial progress in its ongoing restructuring efforts and intends to continue working with its stakeholders to position the Company for long-term growth as a leading provider of international seaborne oil transportation services. Under the Plan, the Company will receive an infusion of $175 million in new capital from funds managed by Oaktree Capital Management, L.P. The Plan also allows general unsecured creditors to participate in the new equity investment on the same economic terms as Oaktree through the rights offering described below. In addition, holders of general unsecured claims against General Maritime Corporation will receive their pro rata share of warrants to purchase 2.5% of the new equity of the reorganized Company. Following the completion of the restructuring process, General Maritime will continue to operate as a going concern and will reduce its funded indebtedness by approximately $600 million. The Plan is supported by Oaktree and the Company's banks, which together hold over two-thirds of the claims against the Company. The Company notes that discussions are ongoing with the Creditors' Committee and certain other holders of Senior Note Claims, and the Company is hopeful that consensus on the Plan will be reached. The Plan is subject to confirmation by the Bankruptcy Court. This release is not intended as a solicitation for a vote on the Plan. In connection with its approval of the Disclosure Statement, the Bankruptcy Court also set Feb. 28, 2012 as the voting record date for holders of claims and equity interests in the Debtors. The Disclosure Statement, including the Plan and voting ballots, is expected to be mailed to record holders not later than March 6, 2012. The voting period for the Plan ends on April 10, 2012 at 5:00 p.m. Eastern Time. General Maritime also announced today that the Court has approved the procedures required to conduct its rights offering. Under the terms of the rights offering: General unsecured creditors who are eligible to participate under applicable securities laws will have the ability to purchase up to 17.5% of the equity in the reorganized Company for $61.25 million, at a subscription price of $36.84 per share; To the extent that the rights offering is not fully subscribed by general unsecured creditors, Oaktree is committed to purchase any unsubscribed rights; General unsecured creditors not eligible to participate in the rights offering will receive the cash equivalent of the right to participate in the offering, approximately equal to a 0.75% recovery on their unsecured claims; To participate in the rights offering or to receive the cash equivalent, general unsecured creditors must return an investor certificate certifying whether or not they are qualified institutional buyers or accredited investors under applicable securities laws. Plan Exclusivity Saying it was acting through an "abundance of caution," General Maritime filed a motion to extend the exclusive right to propose a Chapter 11 plan. If granted by the court at a March 15 hearing, the new deadline will be May 15. About General Maritime New York-based General Maritime Corporation, through its subsidiaries, provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The fleet consisted of 30 owned vessels and three chartered vessels. The company generates substantially all of its revenues by chartering its fleet to third-party customers. The largest customers include major international oil companies, oil producers, and oil traders such as BP, Chevron Corporation, CITGO Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess Corporation, Lukoil Oil Company, Stena AB, and Trafigura. General Maritime and 56 subsidiaries filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17, 2011. Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, serve as counsel to the Debtors. Moelis & Company is the financial advisor. Garden City Group Inc. is the claims and notice agent. Prepetition, General Maritime reached agreements with its key senior lenders, including its bank group, led by Nordea Bank Finland plc, New York Branch as administrative agent, as well as affiliates of Oaktree Capital Management, L.P., on the terms of a restructuring. Under terms of the agreements, Oaktree will provide a $175 million new equity investment in General Maritime and convert its prepetition secured debt to equity. In conjunction with the filing, General Maritime has received a commitment for up to $100 million in new DIP financing from a group of lenders led by Nordea as administrative agent. Counsel for Nordea, as the DIP Agent and the Senior Agent, are Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case LLP. Counsel for Oaktree Capital Management, the Junior Agent, are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland & Ellis, LLP. The Official Committee of Unsecured Creditors appointed in the case has retained lawyers at Jones Day as Chapter 11 counsel. Jones Day previously represented an ad hoc group of holders of the 12% Senior Notes due 2017 issued by General Maritime Corp. This representation began Sept. 20, 2011, and concluded Nov. 29, 2011, with the agreement of all members of the Noteholders Committee. The Creditors Committee also tapped Lowenstein Sandler PC as special conflicts counsel. The Noteholders Committee consisted of Capital Research and Management Company, J.P. Morgan Investment Management, Inc., J.P. Morgan Securities LLC, Stone Harbor Investment Partners LP and Third Avenue Focused Credit Fund. The Creditors Committee is comprised of Bank of New York Mellon Corporate Trust, Stone Harbor Investment Partners, Delos Investment Management, and Ultramar Agencia Maritima Ltda. The Company filed a proposed Chapter 11 plan on Jan. 31, 2012, to implement an agreement reached prepetition with affiliates of Oaktree Capital Management LP, the leader of a group of lenders on three credits totaling more than $1 billion. The Oaktree group is to invest $175 million while converting secured debt to equity. The Plan contemplates a $61.25 million rights offering where holders of general unsecured claims will have the opportunity to purchase up to 17.5% of the new equity of the reorganized Company. GENERAL MOTORS: $367MM Hedge Fund Deal Was Signed After Ch. 11 -------------------------------------------------------------- Maria Chutchian at Bankruptcy Law360 reports that Motors Liquidation Co. on Thursday asked a New York bankruptcy court to equitably subordinate a slew of hedge fund noteholders' claims in its Chapter 11 proceedings based on a $367 million settlement signed the same day, but hours after, it filed for bankruptcy. In its adversary proceeding, the former General Motors Corp. says the hedge funds bullied it into signing the agreement, which includes the $367 million cash payment as well as the allowance of $2.67 billion in claims against old GM's estate, according to Law360. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. GM employs 208,000 people in every major region of the world and does business in more than 120 countries. GM and its strategic partners produce cars and trucks in 30 countries, and sell and service these vehicles through the following brands: Baojun, Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang, Opel, Vauxhall, and Wuling. GM's largest national market is China, followed by the United States, Brazil, the United Kingdom, Germany, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government once owned as much as 60.8% stake in New GM on account of the financing it provided to the bankrupt entity. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. On Nov. 1, 2011, Moody's Investors Service raised New GM's Corporate Family Rating and Probability of Default Rating to Ba1 from Ba2, and its secured credit facility rating to Baa2 from Baa3. Moody's also raised the Corporate Family Rating of GM's financial services subsidiary -- GM Financial -- to Ba3 from B1. On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default Ratings of New GM, General Motors Holdings LLC, and General Motors Financial Company Inc., to 'BB' from 'BB-'. On Oct. 3, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on New GM to 'BB+' from 'BB-'; and revised the rating outlook to stable from positive. "We also raised our issue-level rating on GM's debt to 'BBB' from 'BB+'; the recovery rating remains at '1'," S&P said. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. 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 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 served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served 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. GENERAL MOTORS: Moody's Says Peugeot Alliance No Rating Impact -------------------------------------------------------------- Moody's Investors Service does not expect the alliance between General Motors Company (GM) and PSA Peugeot Citroen (Peugeot) to have a material impact on the intermediateterm credit profile of either company. Consequently, GM's Corporate Family Rating is unchanged at Ba1 with a positive outlook. Peugeot's Baa3 long-term rating is under review for possible downgrade. GLOBAL CASH: S&P Affirms 'BB-' Corporate Credit Rating ------------------------------------------------------ Standard & Poor's Rating Services raised its issue-level rating on Global Cash Access Inc.'s (GCA) $245 million senior secured first- lien credit facility to 'BB' (one notch higher than the corporate credit rating) from 'BB-'. The facility consists of a $35 million revolving credit facility and a $210 million term loan. "We also revised our recovery ratings on this debt to '2' from '3'. The '2' recovery rating indicates our expectation for substantial (70%-90%) recovery in the event of a payment default," S&P said. "At the same time, we affirmed our 'BB-' corporate credit rating on the company. The outlook is stable," S&P said. "The ratings on GCA reflect its high customer concentration, niche product focus, and lack of international diversification," said Standard & Poor's credit analyst Alfred Bonfantini, "along with recent pricing pressures and a still-sluggish gaming environment. However, GCA's financial profile provides a cushion within its existing rating to absorb the persistent weak operational developments. Furthermore, the company has a clear market leadership position in its niche, a solid base of recurring revenues stemming from long-term contracts, and a high contract renewal rate." "GCA is the gaming industry's leading provider of transaction- processing services and technology products that dispense cash to customers on the casino floor. The company's ATMs and cash access services distribute cash and cash advances through ATM, debit, and credit card transactions; and its software platforms, gaming patron database, and workstations for casino cashiers help casinos manage credit risk and marketing efforts. The company's ATM and cash access services account for about 90% of revenues," S&P said. "The outlook is stable, reflecting GCA's solid financial metrics, clear market leadership position, successful resigning of the majority of contracts up for renewal, and a slowly improving operating environment. We could upgrade the company to 'BB' if it can reduce and sustain leverage in the low-2x area by continuing to repay debt or through more favorable growth dynamics, providing greater clarity on its financial policy, and continuing to successfully renew and win contracts without significant pricing pressure. A downgrade is unlikely over the near term, absent a large, unforeseen debt-financed acquisition or share repurchase, which causes leverage to rise and stay above 4x," S&P said. GRUBB & ELLIS: To Make Loans to Brokers, Not Pay Commissions ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that although Grubb & Ellis Co. doesn't plan to pay its brokers for commissions earned before bankruptcy, the debtor is proposing a program where brokers can receive loans equal to 70% of the cash commissions the company received before bankruptcy. A loan will be forgiven if the broker remains with Grubb & Ellis for two or three years, depending on the size of the loan. Without approval of the loan program, G&E says the ability to survive and be sold as a going concern will be "imperiled." In addition to loans for brokers the company employs, G&E wants the bankruptcy judge to approve paying a total of as much as $850,000 to so- called co-brokers who earned part of commissions received before bankruptcy. A hearing will be held March 16 for approval of the loan program. To provide cash to pay the loans, the company will ask the judge at the same March 16 hearing to approve enlarging the interim loan by $10 million, to $15.5 million. Sale of Business According to the Bloomberg report, the newly appointed creditors' committee filed papers opposing a quick sale of the business. The absence of a competitive bid at auction "guarantees" there will be no recovery by unsecured creditors, the committee said. The committee contends that sale procedures are pitched so that there will be no competing offer. As evidence, the committee points to what it calls an "extremely abbreviated sale timeline" and an excessive breakup fee. About Grubb & Ellis Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a commercial real estate services and property management company with more than 3,000 employees conducting throughout the United States and the world. It is one of the oldest and most recognized brands in the industry. Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy (Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell almost all its assets to BGC Partners Inc. The Santa Ana, California-based company disclosed $150.16 million in assets and $167.2 million in liabilities as of Dec. 31, 2011. Judge Martin Glenn presides over the case. The Debtors have engaged Togut, Segal & Segal, LLP as general bankruptcy counsel, Zuckerman Gore Brandeis & Crossman, LLP, as general corporate counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor in the Chapter 11 case. Kurtzman Carson Consultants is the claims and notice agent. The sale to BGC is subject to higher and better offers at an auction. The Debtors have proposed a March 9 deadline for preliminary bids, a March 19 deadline for binding bids, an auction on March 31, 2012, and a sale hearing on March 23, 2012. Pursuant to the term sheet signed by the parties, BGC will buy the assets for $30.02 million, consisting of a credit bid the full principal amount outstanding under the (i) $30 million credit agreement dated April 15, 2011, with BGC Note, (ii) the amounts drawn under the $4.8 million facility, and (iii) the cure amounts due to counterparties. BGC can terminate the contract if the sale order has not been entered by the bankruptcy court in 25 days after the execution of the Asset Purchase Agreement. BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co., L.P., the DIP lender and Prepetition Secured Lender, are represented in the case by Emanuel C. Grillo, Esq. GUITAR CENTER: Moody's Affirms 'Caa2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service revised Guitar Center Holdings, Inc. Speculative Grade Liquidity rating to SGL-3 (adequate) from SGL-2 (good). All other ratings, including the Caa2 Corporate Family Rating, is affirmed. The rating outlook remains stable. RATINGS RATIONALE The change in liquidity rating to SGL-3 reflects Moody's expectation that Guitar Center will likely draw down further on its excess cash balances to fund its operations as well as to pay a portion of the principal that is due on its senior notes in April 2013. At December 31, 2011, Guitar Center had about $106 million in cash. Going forward, Moody's anticipates that Guitar Center's cash will be about $50 million at its low point, assuming it opts to defer paying a portion of its cash interest. The change in liquidity rating also reflects that Guitar Center will likely need to borrow under its $375 million asset based revolving credit facility to pay the remaining amount of the notes due reducing the amount of excess availability. Guitar Center's adequate liquidity is bolstered by its ability to defer paying a portion of its cash interest on its senior unsecured notes. Moody's believes that this will reduce the amount of negative free cash flow that Guitar Center will generate and will allow Guitar Center to cover its free cash flow deficit(excluding the principal amount that is due under its notes) with its excess cash balances. This rating is downgraded: Speculative Grade Liquidity rating to SGL-3 from SGL-2 The following ratings are affirmed and LGD point estimates changed: For Guitar Center Holdings, Inc. Corporate Family Rating at Caa2 Probability of Default Rating at Caa2 For Guitar Center Inc. Senior secured bank credit facility at Caa1 (LGD 3, to 37% from 33%) Guitar Center's Caa2 Corporate Family Rating reflects that it is unable to fully cover its interest expense as reflected by EBITA to interest expense of 0.8 times. The rating also reflects Guitar Center's very high leverage with debt to EBITDA of 8.3 times. Moody's views Guitar Center's capital structure as unsustainable over the long term at its current levels of operating performance. Moody's does not anticipate Guitar Center improving performance to a level over the next twelve months such that it would be able to fully support its interest expense. However, Moody's also notes that Guitar Center's liquidity is expected to remain adequate. In addition, outside its $135 million debt repayment in April 2013, there are no sizable maturities until Febuary 2016 when its asset based revolving credit facility expires. The rating also recognizes Guitar Center's highly recognized brand name among its core customers and that Guitar Center is the largest customer for many musical instrument manufacturers. The stable outlook acknowledges that Guitar Center's performance will continue to improve but that interest coverage will remain weak. It also reflects that Guitar Center has adequate liquidity to make its $135 million debt payment in April 2013 when it is required to redeem a portion of its HoldCo notes to avoid being classified as an Applicable High Yield Discount Obligation. The stable outlook also acknowledges that Guitar Center has no other near term debt maturities. A higher rating would require either an absolute reduction in debt levels or a material improvement in operating performance that creates a capital structure that is more sustainable over the longer term. Quantitatively, an upgrade would require that Guitar Center maintain EBITDA less capital expenditures to interest expense of at least 1.0 time. An upgrade would also require sustained improvement in the company's liquidity profile. Ratings could be downgraded should Guitar Center experience a decline in earnings or liquidity or should the probability of default increase for any reason. The principal methodology used in rating Guitar Center Holdings, Inc was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Guitar Center Holdings, Inc. is a holding company whose sole asset is Guitar Center, Inc. Guitar Center, Inc., is headquartered in Westlake Village, California. The company is the largest musical instrument retailer in the United States. It operates three distinct musical retail business - Guitar Center (221 stores and about 73% of revenue) which targets professional and aspiring musicians; Music & Arts (102 stores and about 9% of revenue) which targets beginning musicians and specializes in band and orchestra instruments; and Musician's Friend (its direct response subsidiary with 18% of revenue) which targets hobbyists and serious musicians. The company is wholly owned by affiliates of Bain Capital. Total revenue is about $2.1 billion. GUN LAKE: S&P Raises Issuer Credit Rating to 'B+' ------------------------------------------------- Standard & Poor's Ratings Services raised its issuer credit rating on Wayland, Mich.-based Gun Lake Tribal Gaming Authority, the operator of the Gun Lake Casino, to 'B+' from 'B'. "At the same time, we raised our issue-level rating on the Authority's $ $165 million senior secured first-lien term loan due 2015 to 'B+' from 'B'. The rating outlook is stable," S&P said. The Authority is an unincorporated instrumentality of the Michigan-based Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians (the Tribe), created to develop, construct, and operate Gun Lake Casino. "The upgrade reflects the Authority's strong operating performance and our expectation that credit measure will remain strong for the rating," said Standard & Poor's credit analyst Michael Halchak. "These factors are somewhat tempered by a short track record of performance and the uncertainty around the Authority's longer term financial policy regarding the level of tribal distributions and potential expansion plans at the property. Additionally, we continue to monitor the pending litigation challenging the authority of the U.S. Secretary of the Interior to acquire the casino land into trust for the Tribe. The plaintiff alleges that the Tribe did not qualify to have land taken into trust under the Indian Reorganization Act. The rating does not incorporate any implications from an adverse outcome to the trial, which we view as unlikely, over the intermediate term," S&P said. "The 'B+' issuer credit rating reflects our assessment of the Authority's business risk profile as 'weak', given its position as an operator of a single casino property and limited track record, as the property has only been open for just over a year. These factors are somewhat mitigated by the strong initial performance, and our expectations that the property will continue to perform well. Our assessment of the Authority's financial risk profile is 'aggressive', reflecting uncertainty around intermediate-term tribal distribution goals and/or expansion plans, notwithstanding moderate debt leverage," S&P said. "We have incorporated our expectation that the win per unit statistics at the Gun Lake Casino will continue to compare favorably with competing facilities in the region given its more modest level of gaming capacity. We believe this should result in cash flow generation more than sufficient to fund debt service requirements and other operating needs, allowing the flexibility for additional distributions or capital expenditures. Financial information for the Authority is not publically available," S&P said. "The stable rating outlook reflects the short track record of performance and limited clarity regarding the Authority's financial policy regarding tribal distributions and future expansion plans, despite our expectation that credit measures will remain strong for the rating. While we expect the Gun Lake Casino to continue to perform well, a possible upgrade would be contingent on greater clarity around financial policy relative to tribal distributions and future development plans," S&P said. "Although less likely given the current financial profile and based on our performance expectations, a negative rating action could occur if the Authority takes a more aggressive posture toward expansion spending or distributions than we have contemplated. Additionally, if we believe the Authority could face an adverse outcome from the pending litigation, we could possibly lower the rating," S&P said. HACIENDA LAND: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Hacienda Land Company, Inc. 3510 W. Hacienda Avenue Las Vegas, NV 89118 Bankruptcy Case No.: 12-12079 Chapter 11 Petition Date: February 27, 2012 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce T. Beesley Debtor's Counsel: David A. Riggi, Esq. 5550 Painted Mirage Road, #120 Las Vegas, NV 89149 Tel: (702) 808-0359 E-mail: darnvbk@gmail.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its six largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nvb12-12079.pdf The petition was signed by Doug Browne, president. HELIX ENERGY: S&P Raises Senior Secured Debt Ratings to 'BB' ------------------------------------------------------------ Standard & Poor's Ratings Services raised its senior secured debt ratings on Houston-based Helix Energy Solutions Group Inc. to 'BB' (two notches higher than the corporate credit rating) from 'BB-'. "We simultaneously revised its recovery rating on these issues to '1', indicating the expectation of very high (90% to 100%) recovery in the event of a payment default, from '2'," S&P said. "At the same time, we raised our issue-level ratings on Helix's senior unsecured debt to 'B' (one notch lower than the corporate credit rating) from 'B-'. We revised the recovery ratings on these issues to '5', indicating our expectation of modest (10% to 30%) recovery in the event of a payment default, from '6'," S&P said. "The revised recovery rating reflects changes to Helix's reserve values following a company-provided PV-10 report using year-end 2011 reserve values at our stressed price assumptions of $45 per barrel of West Texas Intermediate (WTI) crude oil and $4.00 per million British Thermal Units (BTU) of Henry Hub natural gas. The rating action also considers Helix's intention to pay down $200 million of senior unsecured debt through proceeds from its term loan and revolver," S&P said. "The corporate credit rating on Helix reflects the short reserve life associated with the company's exploration and production (E&P) assets in the Gulf of Mexico, an aggressive capital spending program, and its exposure to the historically cyclical oil and gas industry. Ratings also reflect Helix's adequate liquidity profile and some operating diversity provided through its core contracting services business as well as its E&P segment," S&P said. Ratings List Helix Energy Solutions Group Inc. Corporate credit rating B+/Stable/-- Ratings Raised; Recovery Ratings Revised To From Senior secured debt BB BB- Recovery rating 1 2 Senior unsecured debt to B B- Recovery rating 5 6 HIGH RIVER: Defaults Disclosure Obligations to Ontario Regulators ----------------------------------------------------------------- High River Gold Mines Ltd. disclosed that the Ontario Securities Commission has noted the Company is in default of its continuous disclosure obligations under Ontario securities law due to the Company not having filed National Instrument 43-101 compliant technical reports to support the current mineral reserves and mineral resources at its Zun-Holba and Irokinda mines. In 2009, the Company filed a technical report dated Oct. 10, 2008 to support the mineral reserves and mineral resources of the Zun- Holba mine and a technical report dated Sept. 30, 2008 to support the mineral reserves and mineral resources of the Irokinda mine. As indicated in the Company's subsequent public disclosure, the NI 43-101 compliant mineral reserves and mineral resources at the mines have been essentially depleted, though production has been continuing. As a result, the OSC has concluded that there has been a material change in the mineral reserves and mineral resources at the Zun-Holba and Irokinda mines that is not supported by the technical reports filed in 2009. A ccordingly, the OSC is of the view that High River is required to file new NI 43-101 compliant technical reports for the Zun-Holba and Irokinda mines. The Company has faced serious operational and liquidity issues over the last several years and implemented cash conservation measures in Q3 2008. These measures delayed the preparation of technical reports for the Zun-Holba and Irokinda mines. The Company subsequently engaged in extensive negotiations with a number of engineering consultants regarding the preparation of technical reports for the mines that were only recently concluded. The OSC has noted the Company will remain in default until it files new NI 43-101 compliant technical reports for the Zun-Holba and Irokinda mines. To that end, the Company has mandated its internal geologists to coordinate the preparation of NI 43-101 compliant mineral reserve and mineral resource estimates to support the current mineral reserves and mineral resources at its Zun-Holba and Irokinda mines. The Company anticipates that a new technical report for each of the Zun-Holba and Irokinda mines will be completed by March 30, 2012 and the Company will be in a position to file such technical reports concurrently with its annual filings for the financial year ended Dec. 31, 2011. Furthermore, the Company engaged Micon International Limited to prepare NI 43-101 compliant technical reports for the Zun-Holba and Irokinda mines and Micon is scheduled to start this work in April 2012. The Micon technical reports are expected to be completed in Q3 2012 and the Company expects to file such reports shortly thereafter. T he Company prefers independently prepared technical reports, but the length of time before such reports would be available has resulted in the Company using its internal resources to coordinate the preparation of the NI 43-101 compliant technical reports. Once the technical reports produced by Micon have been filed, they will supersede the reports being coordinated by the Company's internal geologists. The new NI 43-101 compliant technical reports would replace the existing technical reports filed in 2009. The mineral reserves and mineral resources in the technical reports filed in 2009 should not be regarded as current, should not be relied upon and should be reviewed for historical purposes only. In the meantime, the Company is in the process of making an application to the Canadian securities regulatory authorities pursuant to National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults requesting that a management cease trade order be imposed upon the directors, officers and other insiders of the Company in lieu of a general cease trade order in respect of the Company's continuous disclosure default. Subsequently, the Company intends to satisfy the alternative information guidelines prescribed by NP 12-203 by issuing bi- weekly default status reports in the form of news releases so long as it remains in default of continuous disclosure requirements. About High River High River is unhedged gold company with interests in producing mines and advanced exploration projects in Russia and Burkina Faso. Two producing mines, Zun-Holba and Irokinda, are situated in the Lake Baikal region of Russia. Two new open pit gold mines, Berezitovy in Russia and Taparko-Bouroum in Burkina Faso, are also in production. Finally, High River has two advanced exploration projects with NI 43-101 compliant resource estimates, the Bissa gold project in Burkina Faso and a 50% interest in the Prognoz silver project in Russia. HMK INTERMEDIATE: Moody's Assigns 'B2' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to the proposed senior secured term loan of HMK Intermediate Holdings LLC (HMK), the immediate parent of mattress retailer Sleepy's, LLC (Sleepy's). In addition, Moody's assigned to HMK Mattress Holdings LLC, the ultimate parent of HMK and Sleepy's, a Corporate Family Rating of B3 and a Probability of Default Rating of B3. The outlook is stable. Proceeds from the proposed $170 million senior secured term loan along with $156 million of preferred equity from Calera Capital and about $5 million of cash on hand will be used to repay about $35 million of Sleepy's existing outstanding debt and to pay a $278 million distribution. In addition to issuing the term loan, the company intends to refinance its $30 million asset based revolving credit facility. Moody's ratings are subject to receipt and review of final documentation. New ratings assigned: HMK Mattress Holdings LLC - Corporate Family Rating at B3 - Probability of Default Rating at B3 HMK Intermediate Holdings LLC - $170 million senior secured term loan rating at B2 (LGD3, 40%) This is an initial rating for Sleepy's. RATINGS RATIONALE The B3 Corporate Family Rating reflects Sleepy's high lease- adjusted leverage, its relatively small scale, its narrow geographic footprint as a regionally concentrated retail chain, and its limited product diversification as a specialty retailer. Its susceptibility to cyclical factors that impact discretionary consumer spending is also a rating constraint. The rating also reflects the company's sponsorship by a private equity firm and its relatively aggressive financial policies given its willingness to fund a large dividend with debt issuance. At the same time, the rating incorporates the company's adequate near term liquidity, strong brand recognition and its leading competitive position within its markets of operation. "Because Sleepy's stores are concentrated in Northeastern metropolitan areas, its rent expense and lease-adjusted leverage are high compared to specialty retailers located in other regions" stated Mariko Semetko, an Analyst at Moody's. "But the company's adequate liquidity and good interest coverage help support the rating", added Semetko. Moody's forecast assumes the company will generate modest free cash flow over the near term and that the ABL, while small in size, will not have direct drawings. The stable outlook reflects Moody's expectation that credit metrics will modestly improve over time through revenues and earnings growth. The outlook also reflects Moody's view that the company will maintain adequate liquidity and will not make debt funded distributions beyond the initial transaction. An upgrade is unlikely in the near term given the company's limited track record under the new minority owner's ownership, its relatively small scale and its high lease-adjusted leverage. Moody's would consider an upgrade with expectations for debt/EBITDA sustained below 6.5 times and EBITA/interest expense above 1.5 times while profitably growing the store base. Downward rating pressures will rise if macro economic factors and consumer spending deteriorate such that same store sales or margins decline. Ratings could be downgraded if debt/EBITDA was sustained above 7.5 times, EBITA/interest expense approached 1.0 times, or liquidity materially eroded for any reason. The principal methodology used in rating HMK Mattress Holdings LLC was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Sleepy's, headquartered in Hicksville, NY, is a specialty retailer of conventional and specialty mattresses, operating roughly 800 stores in the Northeast and Mid-Atlantic of the United States. Banners include Sleepy's, Better Bedding, 1800mattress.com, and Mattress Giant. It also delivers mattresses through its websites. Additionally, it provides fulfillment services for Internet retail sites such as Walmart.com, amazon.com, sears.com and sells wholesale to hotels and colleges. Revenues for the fiscal year ended December 31, 2011 were estimated to be around $800 million. HOLLIFIELD RANCHES: Wants Access to Cash Collateral Until Dec. 31 ----------------------------------------------------------------- Since filing for bankruptcy in September 2009, Hollifield Ranches Inc. has obtained five cash collateral orders, the last of which authorizes the Debtor to use cash on an emergency interim basis through March 7, 2012. The Debtor said it needs the continued use of cash collateral to pay ongoing operating expenses and says that it will be unable to continue operations and fund a Chapter 11 plan if access to cash collateral is cut. In a motion, the Debtor is asking the Court to allow it to access cash collateral until Dec. 31, 2012. A hearing on the proposal will be held March 7, 2012, at 9:00 a.m. About Hollifield Ranches Hansen, Idaho-based Hollifield Ranches, Inc., owner and operator of a farmland in Twin Falls County, Idahon, filed for Chapter 11 bankruptcy protection (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010. Brent T. Robinson, Esq., in Rupert, Idaho, represents the Debtor. The Debtor estimated assets and debts at $10 million to $50 million as of the Chapter 11 filing. The Debtor, which is run by Terry Hollifield, was forced to seek bankruptcy after its dairy business encountered cash flow problems in 2008 when the cost of feed was very high, and its cattle business had problems with the falling price for livestock. Since filing bankruptcy the Debtor has been involved in a farming operation, and is actually farming 5,745 of its budgeted 5,938 acres, in addition to operating the dairy and the feedlot. J. Justin May, Esq., at May, Browning & May, represents the Official Committee of Unsecured Creditors. HOLLIFIELD RANCHES: Proposes to Incur $1.6-Mil. Secured Debt ------------------------------------------------------------ Hollifield Ranches, Inc., is seeking approval from the U.S. Bankruptcy Court for the District of Idaho to incur secured debt pursuant to 11 U.S.C. Sections 364(c) and (d). The terms of the secured transaction are: Lender: Simplot Amount of Loan: Not to exceed $1.6 million Purpose: For fertilizer, chemicals, to spray crops and fuel Interest rate: 4% Date of Repayment: On demand, but not later than Dec. 31, 2012 Collateral: First and paramount lien against the Debtor's crops The amount of crop proceeds expected from the 2012 farming season is projected to be $6,849,000. KeyBank has a lien in the same collateral. Simplot is owed as of the Petition Date the sum of $321,400, which is unsecured. About Hollifield Ranches Hansen, Idaho-based Hollifield Ranches, Inc., owner and operator of a farmland in Twin Falls County, Idahon, filed for Chapter 11 bankruptcy protection (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010. Brent T. Robinson, Esq., in Rupert, Idaho, represents the Debtor. The Debtor estimated assets and debts at $10 million to $50 million as of the Chapter 11 filing. The Debtor, which is run by Terry Hollifield, was forced to seek bankruptcy after its dairy business encountered cash flow problems in 2008 when the cost of feed was very high, and its cattle business had problems with the falling price for livestock. Since filing bankruptcy the Debtor has been involved in a farming operation, and is actually farming 5,745 of its budgeted 5,938 acres, in addition to operating the dairy and the feedlot. J. Justin May, Esq., at May, Browning & May represents the Official Committee of Unsecured Creditors. HOLLIFIELD RANCHES: Taps Meservy as Counsel in Suit vs. Cummins --------------------------------------------------------------- Hollifield Ranches Inc. moves the Bankruptcy Court for authorization to employ James C. Meservy of the firm Williams, Meservy & Lothspeich as special counsel nunc pro tunc to Jan. 27, 2011. The Debtor is the Plaintiff in a civil action captioned Hollifield Ranches, Inc. vs. Cummins Family Produce, Inc. filed in the District Court of the Fifth Judicial District of the State of Idaho, in and for Twin Falls County on March 4, 2011, being Case No. CV2011-1090. Litigation has occurred in the state court action wherein the debtor is represented by the said James C. Meservy, and he and his associates are the attorneys most acquainted with the facts and circumstances of the case. The Debtor requests from the Bankruptcy Court authorization to employ James C. Meservy as special counsel to represent the debtor in all further proceedings pertaining to the civil action, to negotiate settlement, if possible, or pursue further legal action as deemed appropriate. James C. Meservy is the most qualified to represent the debtor in all further bankruptcy and/or state court proceedings between the debtor and Cummins Family Produce, Inc. About Hollifield Ranches Hansen, Idaho-based Hollifield Ranches, Inc., owner and operator of a farmland in Twin Falls County, Idahon, filed for Chapter 11 bankruptcy protection (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010. Brent T. Robinson, Esq., in Rupert, Idaho, represents the Debtor. The Debtor estimated assets and debts at $10 million to $50 million as of the Chapter 11 filing. The Debtor, which is run by Terry Hollifield, was forced to seek bankruptcy after its dairy business encountered cash flow problems in 2008 when the cost of feed was very high, and its cattle business had problems with the falling price for livestock. Since filing bankruptcy the Debtor has been involved in a farming operation, and is actually farming 5,745 of its budgeted 5,938 acres, in addition to operating the dairy and the feedlot. J. Justin May, Esq., at May, Browning & May represents the Official Committee of Unsecured Creditors. HOLLIFIELD RANCHES: To Present Plan for Confirmation July 5 ----------------------------------------------------------- Hollifield Ranches, Inc., obtained approval of the disclosure statement explaining its Chapter 11 plan. "After discussion, the Court finds and concludes the changes made and discussed were constructive, and that the proposed Fourth Amended Disclosure Statement contains adequate information under Section 1125 and should be Approved," according to a notice posted on the docket. Counsel to the Debtor, Brent Robinson, Esq., at Robinson, Anthon & Tribe, is directed to submit the standard order approving the Fourth Amended Disclosure Statement and setting the deadlines for objections to confirmation and ballot deadlines. Confirmation is set for July 5 and 6, 2012, at 9:00 a.m. in Boise, Idaho. Hollified filed the first iteration of its proposed Chapter 11 Plan and an explanatory disclosure statement in April 2011, but the hearing on the disclosures has been continued a number of times due to objections to the disclosures and ongoing negotiations with KeyBank National Association and other parties. Early February, Hollified filed its Fourth Amended Disclosure Statement. Under the Plan, the Debtor intends to pay unsecured creditors 100% without interest over a 20-year period. The claims of creditors, depending upon the classification of the respective claims, will either be paid in full or part; or, have transferred to them property in which they hold a lien. The total to be paid annually, including the monthly payments to certain lenders, is the sum of $2.07 million. The largest secured creditors are KeyBank, which is owed $12.4 million and Metropolitan Life Insurance, owed $7.2 million. Distributions will be made by the disbursing agent, Terry G. Hollifield. When the Plan is confirmed, the Debtor will continue to operate the Debtors' estate until the time as the necessary procedures are implemented for disposition of property and distribution of funds. A copy of the Fourth Amended Disclosure Statement is available for free at http://bankrupt.com/misc/Hollifield_4th_Amended_DS.pdf Pending Issue With Tyson Prepetition, the Debtor dba Double H Cattle, had a contract with Tyson Fresh Meats, Inc., that provided for the raising of the cattle by the Debtor. The relationship has discontinued Tyson has obtained relief from the automatic stay and has scheduled a hearing on March 28, 2012, regarding whether it is entitled to an administrative expense in the amount of roughly $900,000. The Debtor vigorously disputes the debt and believes that debtor itself is entitled to be paid a total of $1.4 million. The Debtor intends to either settle this matter by that date or to have the Court hear the matter on that date and resolve the same. About Hollifield Ranches Hansen, Idaho-based Hollifield Ranches, Inc., owner and operator of a farmland in Twin Falls County, Idahon, filed for Chapter 11 bankruptcy protection (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010. Brent T. Robinson, Esq., in Rupert, Idaho, represents the Debtor. The Debtor estimated assets and debts at $10 million to $50 million as of the Chapter 11 filing. The Debtor, which is run by Terry Hollifield, was forced to seek bankruptcy after its dairy business encountered cash flow problems in 2008 when the cost of feed was very high, and its cattle business had problems with the falling price for livestock. Since filing bankruptcy the Debtor has been involved in a farming operation, and is actually farming 5,745 of its budgeted 5,938 acres, in addition to operating the dairy and the feedlot. J. Justin May, Esq., at May, Browning & May represents the Official Committee of Unsecured Creditors. HOSTESS BRANDS: Trial on Union Pacts, Pension Plans Begins Today ---------------------------------------------------------------- At a trial to begin today, March 5, Hostess Brands Inc. will ask the bankruptcy court to terminate existing union contracts, pension plans and retiree health benefit for the Teamsters and bakery workers, Hostess's two largest unions. While Hostess blamed financial problems on uneconomic labor costs and retirement benefits, the Teamsters has been arguing that Hostess' bankruptcy was the result of an "unsustainable capital structure" on emerging from the previous Chapter 11 reorganization. Hostess Brands pushed back against unions protesting its move to drop out of multiemployer pension plans, saying the cuts were proposed in good faith and are necessary for the company's restructuring. The company told U.S. Bankruptcy Judge Robert Drain that it had made every effort to work with unions and find a solution that provided for union employees' retirements while freeing the company of crippling pension costs. Bill Rochelle, the bankruptcy columnist for Bloomberg News, says the Debtor in its pre-trial brief said that paying into the pension plans will halt, one way or the other. Either the bankruptcy court authorizes Hostess to terminate participation in the plans, or the company's brands will be liquidated, leaving no ongoing company to make contributions. The Teamsters, according to the Bloomberg report, argue in large part that the court shouldn't end the union contracts until Hostess devises a post-bankruptcy capital structure showing how much is available for labor and pension contributions. Hostess responded by saying that a "finalized, definitive capital structure is by no means a prerequisite." About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Debtor-affiliates that filed separate Chapter 11 petition are IBC Sales Corporation, IBC Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and MCF Legacy Inc. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of Dec. 10, 2011. Debt includes $860 million on four loan agreements. Trade suppliers are owed as much as $60 million. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). Ripplewood Holding LLC, after providing $130 million to finance the plan, obtained control of IBC's business following the prior reorganization. Hostess Brands is privately held. The new owners pursued new Chapter 11 cases to escape from what they called "uncompetitive and unsustainable" union contracts, pension plans, and health benefit programs. In 2011, Hostess retained Houlihan Lokey to explore sales of its smaller assets and individual brands. Houlihan Lokey oversaw the sale of Mrs. Cubbison's to Sugar Foods Corporation for $12 million, but was unable to sell any of Hostess' core assets. Judge Robert D. Drain oversees the case. Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. An official committee of unsecured creditors has been appointed in the case. The committee selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein will head up the legal team for the committee. The bankruptcy judge on Feb. 3 gave Hostess Brands final authority for $75 million in secured financing. The day following the Jan. 11 Chapter 11 filing, Hostess had secured interim approval for a $35 million loan. HOSTESS BRANDS: Hearing on CRO Retention on March 13 ---------------------------------------------------- Hostess Brands has retained Gregory F. Rayburn of Kobi Partners LLC as its Chief Restructuring Officer. Mr. Rayburn will report to Hostess President and CEO Brian Driscoll and will assist Mr. Driscoll in managing the Company's restructuring under Chapter 11. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the CRO stands to receive $1.2 million a year to assist the CEO who stands to receive $1.5 million annually, before bonus. The Debtor arranged a March 13 hearing for authorization from the bankruptcy judge to hire Mr. Rayburn. If approved, Kobi will be paid $100,000 a month plus expenses for Mr. Rayburn's services. Mr. Rayburn's duties include advising Mr. Driscoll on a "turnaround plan," testifying in court, directing "any liquidation process of Hostess," and implementing "any strike preparedness plan." Mr. Rochelle notes that Hostess has a motion pending for approval of an employment agreement where Mr. Driscoll would have a $1.5 million annual base salary and the possibility of a $2 million bonus covering three years ending May 2013. After objection from labor unions, the motion to approve the Driscoll agreement was pushed back several times. The Driscoll motion is now on the calendar for April 17, along with a companion motion for approval of incentive bonuses for mid-level and more senior executives. About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Debtor-affiliates that filed separate Chapter 11 petition are IBC Sales Corporation, IBC Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and MCF Legacy Inc. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of Dec. 10, 2011. Debt includes $860 million on four loan agreements. Trade suppliers are owed as much as $60 million. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). Ripplewood Holding LLC, after providing $130 million to finance the plan, obtained control of IBC's business following the prior reorganization. Hostess Brands is privately held. The new owners pursued new Chapter 11 cases to escape from what they called "uncompetitive and unsustainable" union contracts, pension plans, and health benefit programs. In 2011, Hostess retained Houlihan Lokey to explore sales of its smaller assets and individual brands. Houlihan Lokey oversaw the sale of Mrs. Cubbison's to Sugar Foods Corporation for $12 million, but was unable to sell any of Hostess' core assets. Judge Robert D. Drain oversees the case. Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. An official committee of unsecured creditors has been appointed in the case. The committee selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein will head up the legal team for the committee. The bankruptcy judge on Feb. 3 gave Hostess Brands final authority for $75 million in secured financing. The day following the Jan. 11 Chapter 11 filing, Hostess had secured interim approval for a $35 million loan. HOSTESS BRANDS: Halts Personal Injury Suits vs. Workers ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Hostess Brands Inc. prevailed on the bankruptcy judge to halt lawsuits against company workers being sued on personal injury claims. When someone is injured in an auto accident, for instance, the resulting lawsuit will name the employer like Hostess as a defendant along with the individual who was driving the vehicle. When the company goes bankrupt, the lawsuit is automatically halted against the company, although not against the vehicle's driver even though she or he is a company employee. Mr. Rochelle notes that in many instances, there's no concern if the bankrupt company has insurance to cover the accident. Bankrupt companies in those instances often permit the lawsuit to go forward so long as judgments or settlements are collected only from insurance coverage. In Hostess' case, the insurance policy called the company to pay the first $1.5 million in damages for each accident. Consequently, company workers would be at risk and potentially even unable to pay defense costs if personal injury lawsuits were to go ahead. As a result, Hostess asked U.S. Bankruptcy Judge Robert D. Drain in White Plains, New York, to halt the lawsuits entirely. Judge Drain rebuffed opposition from personal injury plaintiffs and halted the suits in situations where Hostess is obligated to reimburse employees being sued. Consistent with his ruling, Judge Drain signed a second order refusing to allow an already-pending personal injury lawsuit to go forward. The judge did permit the plaintiff and Hostess to participate in a previously-scheduled mediation in the Maryland suit. About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Debtor-affiliates that filed separate Chapter 11 petition are IBC Sales Corporation, IBC Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and MCF Legacy Inc. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of Dec. 10, 2011. Debt includes $860 million on four loan agreements. Trade suppliers are owed as much as $60 million. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). Ripplewood Holding LLC, after providing $130 million to finance the plan, obtained control of IBC's business following the prior reorganization. Hostess Brands is privately held. The new owners pursued new Chapter 11 cases to escape from what they called "uncompetitive and unsustainable" union contracts, pension plans, and health benefit programs. In 2011, Hostess retained Houlihan Lokey to explore sales of its smaller assets and individual brands. Houlihan Lokey oversaw the sale of Mrs. Cubbison's to Sugar Foods Corporation for $12 million, but was unable to sell any of Hostess' core assets. Judge Robert D. Drain oversees the case. Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. An official committee of unsecured creditors has been appointed in the case. The committee selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein will head up the legal team for the committee. The bankruptcy judge on Feb. 3 gave Hostess Brands final authority for $75 million in secured financing. The day following the Jan. 11 Chapter 11 filing, Hostess had secured interim approval for a $35 million loan. HUNTSMAN CORP: S&P Affirms 'BB-' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings, including the 'BB-' corporate credit rating, on Salt Lake City-based Huntsman Corp. and its subsidiary, Huntsman International LLC. The outlook is positive. "We have also assigned our 'BB' issue-level and '2' recovery rating to Huntsman International LLC's proposed $400 million revolving credit facility due March 2017 and $652 million term loan B that it intends to extend to April 2017 from 2014. The '2' recovery rating indicates our expectation of a substantial (70% to 90%) recovery in the event of a payment default," S&P said. "The ratings on Huntsman reflect our assessment of the company's business risk profile as 'satisfactory' and financial risk profile as 'aggressive'. Huntsman is a holding company with diverse chemical operations that generated sales of more than $11 billion in 2011," S&P said. "We expect the company's financial policy to support improvement in its credit quality and that its growth strategy will emphasize incremental capacity expansion and bolt-on acquisitions as opposed to large, debt-financed acquisitions that could weaken leverage metrics," said Standard & Poor's credit analyst Cynthia Werneth. "We base our assumptions in part on management's goal of reducing net (unadjusted) debt to EBITDA to less than 2.5x compared with actual net leverage of 2.8x as of Dec. 31, 2011. We adjust debt to include about $900 million of tax-adjusted underfunded postretirement employee benefits, capitalized operating leases, and environmental liabilities. The key ratio of funds from operations to total adjusted debt was 17% as of Dec. 31, 2011, consistent with our expectations of 15% to 20% at the current rating." "Despite a weak fourth quarter, which was negatively affected by customer inventory destocking, raw material price spikes in some product categories, and adverse exchange rate movements, Huntsman generated significantly higher EBITDA in 2011 than 2010. We believe 2012 EBITDA generation should be similar, with positive factors including its U.S. Gulf Coast raw material cost advantage and restructuring benefits offsetting higher ore costs in the titanium dioxide (TiO2) business. This assumes continued moderate global economic growth. We also expect the company to continue to be able to pass on increases in raw material costs, particularly for titanium ore and crude oil-related inputs, albeit with a lag. Huntsman should continue to benefit from its diversified global presence (nearly 70% of sales are outside the U.S.), taking advantage of its presence in fast-growing regions such as Asia (which accounts for about 25% of sales) and reducing expenditures in high-cost locations such as Europe. Huntsman has maintained adequate liquidity levels and gradually extended its debt maturity schedule through several refinancings, including the current proposed revolver and term loan extensions," S&P said. "The positive outlook reflects our expectation that Huntsman's earnings and debt levels will remain relatively stable over the next 12 months, with some potential for improvement thereafter if demand strengthens and the company can maintain EBITDA margins above 10%. This assumes that Huntsman will be able to pass on raw material cost increases to its customers in a timely fashion. We could consider a modest upgrade in the next several quarters if FFO to total debt exceeds 20% on a sustainable basis. We believe this could occur if revenues increase 5% or more, EBITDA margins are 10% to 11%, and the company reduces debt by a few hundred million dollars," S&P said. "On the other hand, we could revise the outlook to stable if it appears unlikely that the company can achieve and sustain this slight improvement in credit metrics," Ms. Werneth continued. "We could lower the ratings if there were a sharp economic downturn that resulted in EBITDA margins in the high-single-digit percentage area and sales contract by 10% or more with no prospects for immediate improvement." INDIANA EQUITY: Resolves All Issues With Arbor Realty ----------------------------------------------------- Indiana Equity Investments LLC and its affiliates sought and obtained approval of a settlement with Arbor Realty Mortgage Securities Series 2004-1, Ltd. The Debtors say the settlement will result in the acceptance of its Chapter 11 plan by a major unsecured creditor thereby increasing the likelihood of acceptance of the plan by the class of unsecured creditors. Prepetition, debtor-affiliate Midwestern Equities, LLC, obtained a $3.9 million mezzanine loan from Arbor to facilitate the acquisition of the Brendonwood Apartments and the Autumnwoods Apartments. The collateral for the loan is MEQ's membership interests in Indiana Equity. Indiana and MEQ assert that payments made to Arbor totaling in excess of $400,000 constitute avoidable fraudulent transfers. Following negotiations, the parties have reached a settlement that provides, among other things: (a) the Debtor's fraudulent transfer claims will be released (b) Arbor will have a $1.98 million unsecured claim in MEQ's Chapter 11 case. (c) Arbor will not interpose any objection to, and will vote in favor of, any Chapter 11 plan that is not inconsistent with the terms of the Settlement; and (d) The Debtor, MEQ, Joseph Junkovic, Tom Junkovic and Maria Junkovic will release Arbor from any and all claims, and vice versa. Cash Collateral A Jan. 31, 2012 order by Judge Eugene R. Wedoff says that at the Jan. 31 hearing, the Debtor withdrew its pending request for authority to sue cash collateral. The Motion sought authority to use rents from properties that serve as cash collateral of Fannie Mae. Prior interim orders authorizing use of Fannie Mae cash collateral have been entered. On Dec. 21, 2011, the bankruptcy judge signed a sixth interim order authorizing the Debtor to use cash collateral. The order authorized the Debtor to use the cash collateral of Federal National Mortgage Association (Fannie Mae) until Jan. 31, 2012. About Indiana Equity Based in Alsip, Illinois, Indiana Equity Investments, LLC, aka Autumnwoods Apartments and Brendonwood Apartments, owns two commercial multi-family properties located in Fort Wayne, Indiana. It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-19277) on May 5, 2011. Judge Eugene R. Wedoff presides over the case. David K. Welch, Esq., Arthur Simon, Esq., and Jeffrey Dan, Esq., at Crane Heyman Simon Welch & Clar, in Chicago, serve as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. Indiana Equity's petition was signed by Joseph Junkovic, as the manager. Mr. Junkovic commenced his own Chapter 11 case (Bankr. N.D. Ill. Case No. 10-55888) in 2010. INTELSAT SA: Incurs $433.9 Million Net Loss in 2011 --------------------------------------------------- Intelsat S.A. and its affiliates filed with the U.S. Securities and Exchange Commission a Form 10-K disclosing a net loss of $433.99 million on $2.58 billion of revenue in 2011, a net loss of $507.77 million on $2.54 billion of revenue in 2010, and a net loss of $782.06 million on $2.51 billion of revenue in 2009. The Company's balance sheet at Dec. 31, 2011, showed $17.36 billion in total assets, $18.45 billion in total liabilities, $1.14 billion total Intelsat S.A. shareholder's deficit, and $50.92 million noncontrolling interest. A full-text copy of the Form 10-K is available for free at: http://is.gd/2LzS4Z About Intelsat Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite communications services worldwide through a global communications network of 54 satellites in orbit as of Dec. 31, 2009, and ground facilities related to the satellite operations and control, and teleport services. It had US$2.5 billion in revenue in 2009. Washington D.C.-based Intelsat Corporation, formerly known as PanAmSat Corporation, is a fully integrated subsidiary of Intelsat S.A., its indirect parent. Intelsat Corp. had US$7.70 billion in assets against US$4.86 billion in debts as of Dec. 31, 2010. * * * Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings from Standard & Poor's. It has 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. INTERNATIONAL PAVING: Case Summary & Creditors List --------------------------------------------------- Debtor: International Paving Corporation 25 Concord Street Pawtucket, RI 02860-3423 Bankruptcy Case No.: 12-10603 Chapter 11 Petition Date: February 27, 2012 Court: U.S. Bankruptcy Court District of Rhode Island (Providence) Judge: Arthur N. Votolato Debtor's Counsel: Andrew S. Richardson, Esq. BOYAJIAN HARRINGTON & RICHARDSON 182 Waterman Street Providence, RI 02906 Tel: (401) 273-9600 E-mail: andy@bhrlaw.com Scheduled Assets: $1,006,364 Scheduled Liabilities: $3,874,269 The Company?s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/rib12-10603.pdf The petition was signed by Darlene E. Joaquin, president. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Pawtucket Asphalt Corporation 12-10602 02/27/12 ISTAR FINANCIAL: Incurs $25.7 Million Net Loss in 2011 ------------------------------------------------------ iStar Financial Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $25.69 million on $432.78 million of total revenue for the year ended Dec. 31, 2011, compared with net income of $80.20 million on $569.71 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $7.51 billion in total assets, $5.94 billion in total liabilities and $1.57 billion in total equity. A full-text copy of the Form 10-K is available for free at: http://is.gd/ryxkHb About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. * * * As reported by the TCR on March 29, 2011, Fitch Ratings has upgraded the Issuer Default Rating to 'B-' from 'C'. The upgrade of iStar's IDR is based on the improved liquidity profile of the company, pro forma for the new senior secured credit agreement (the new financing) that extends certain of the company's debt maturities, relieving the overhang of significant secured debt maturities in June 2011. In July 2010, Standard & Poor's Ratings Services lowered its long- term counterparty credit rating on iStar Financial to 'CCC' from 'B-'. The outlook is negative. iStar's limited funding flexibility and the severe credit quality deterioration in its loan portfolio continue to put negative pressure on the rating, S&P said. As reported by the Troubled Company Reporter on March 22, 2011, Standard & Poor's said that it raised its counterparty credit rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it from CreditWatch where it was placed with positive implications on Feb. 23. The outlook is stable. "The upgrade reflects the company's closing of a $2.95 billion senior secured credit facility, which it will use to refinance the company's existing secured bank facilities and repay a portion of the company's unsecured debt," said Standard & Poor's credit analyst Jeffrey Zaun. If S&P's analysis of the new secured facility indicates 100% or more collateral coverage, S&P will rate the issue 'BB-'. If S&P's analysis of collateral indicates less than 100% coverage, S&P will rate the issue 'B+'. JACKSON GREEN: Status Hearing on Chapter 11 Plan on March 14 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Wisconsin will convene a status hearing on March 14, 2012, at 11:00 a.m., on Jackson Green LLC's filing of Chapter 11 plan and an explanatory disclosure statement. The Debtor has not filed a plan and disclosure statement, according to the docket. On March 14, 2012, the Debtor will also hold an evidentiary hearing on Wells Fargo Bank, N.A.'s request to transfer venue of the Chapter 11 case. Wells Fargo Bank N.A., as trustee for the registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-C4, is asking the judge to move the case to the Northern District of Illinois. It noted that the Debtor is an Illinois limited liability company and the owner of a commercial office building and parking lot in Chicago. At the hearing the Court will also consider granting the Debtor further access to cash collateral. About Jackson Green Based in Minocqua, Wisconsin, Jackson Green LLC owns a commercial office building and parking lot in Chicago. Jackson Green originally filed for Chapter 11 bankruptcy (Bankr. W.D. Wis. Case No. 09-10099) on Jan. 9, 2009. The Court confirmed the Debtor's chapter 11 plan on May 18, 2010. Jackson Green returned to bankruptcy (Bankr. W.D. Wis. Case No. 11-14038) on June 23, 2011. Judge Thomas S. Utschig presides over the so-called Chapter 22 case. The Law Office of Terrence J. Byrne serves as the Debtor's Chapter 22 counsel. In its schedules, the Debtor disclosed $25,194,530 in assets and $22,838,968 in liabilities. The petition was signed by Paula Heyes, member. Secured lender Wells Fargo is represented by lawyers at Foley & Lardner LLP. 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 Jackson Green LLC, have expressed interest in serving on a committee. JAMES RIVER: S&P Puts 'B' Corp. Credit Rating on Watch Negative --------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings, including the 'B' corporate credit rating, on Richmond, Va.-based James River Coal Co. on CreditWatch with negative implications. "The CreditWatch negative listing means the rating could be affirmed or lowered following the completion of our review," S&P said. "The CreditWatch listing reflects our expectation that James River Coal's 2012 operating performance will likely be lower than we previously expected, given lower demand for thermal coal," said Standard & Poor's credit analyst Megan Johnston. "We believe that natural gas substitution and a warmer-than-normal winter season is negatively affecting demand for thermal coal and, as a result, James River Coal's 2012 operating performance may be weaker than we had previously expected. We previously expected the company to generate $175 million in EBITDA in 2012; we now think it may have difficulty achieving this target. As a result, total adjusted debt to EBITDA will likely rise to and remain above 5x during our forecast period, which we may consider to be in line with a lower rating." "The rating on James River Coal reflects our continuing assessment of the company's 'vulnerable' business risk profile and 'aggressive' financial risk profile. We may, however, given our assumptions, revise our assessment of James River Coal's financial risk profile to 'highly leveraged' following the completion of our analysis. The company has significant exposure to the high-cost Central Appalachia (CAPP) region and faces challenges posed by the inherent risks of coal mining, including operating problems, price volatility, and increasing costs and regulatory scrutiny," S&P said. "In resolving the CreditWatch listing," Ms. Johnston continued, "we will review our performance expectations and James River Coal's liquidity position, and assess its operating prospects to determine whether a lower rating is warranted. This will include meeting with management to discuss near-term operating and financial prospects, including end market trends. We expect to resolve the CreditWatch listing within the next several weeks." JEFFERSON COUNTY: Debtor, Bondholders Appeal to Circuit Court ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the judge supervising the bankruptcy of Jefferson County, Alabama, is allowing the county and sewer bondholders to take a direct appeal to the U.S. Court of Appeals in Atlanta from his Jan. 6 opinion concluding that the Chapter 9 municipal bankruptcy filing automatically divested a receiver from control of the sewage system and its revenue. According to the report, U.S. Bankruptcy Judge Thomas B. Bennett in Birmingham, Alabama, wrote Feb. 29 that the appeal from his January opinion "involves a matter of public importance." Avoiding an intermediate appeal to a U.S. district judge, he said, will "materially advance the progress of the case." Judge Bennett concluded in his 57-page opinion in January that the county's filing for municipal debt adjustment automatically divested the receiver who had been appointed by the state court to take over the sewage system at the behest of bondholders. In favor of the bondholders, the judge ruled that the lien continued on sewer revenue. Both the bondholders and the county are appealing various aspects of the Jan. 6 opinion. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff & Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. Before deciding whether Jefferson County is eligible for Chapter 9, the bankruptcy judge will allow the Alabama Supreme Court to decide whether sewer warrants are the equivalent of "funding or refunding bonds" required under state law before a municipality can be in bankruptcy. A report by Bloomberg News in January said, citing Jefferson's attorney, that the default on sewer bonds has already cost Jefferson County, Alabama, $22 million in attorneys' fees. JOHNS-MANVILLE: Travelers Freed From $500MM Asbestos Settlements ---------------------------------------------------------------- Sindhu Sundar at Bankruptcy Law360 reports that U.S. District Judge John G. Koeltl on Thursday reversed a bankruptcy court's ruling that required Travelers Indemnity Co. to pay $500 million to plaintiffs in three settlements in underlying asbestos injury disputes over asbestos supplier Johns-Manville Corp., a former policyholder. Law360 relates that Judge Koeltl said U.S. Bankruptcy Judge Burton R. Lifland had erred in his January 2011 decision when he found certain conditions required by the settlements, which were signed in 2003 and 2004, had been met. About Johns-Manville Johns-Manville Corp. was, by most sources, the largest manufacturer of asbestos-containing products and the largest supplier of raw asbestos in the United States from the 1920s until the 1970s. Manville sold raw asbestos to manufacturers of asbestos-based products in 58 countries and distributed its own asbestos-based products "across the entire spectrum of industries and employment categories subject to asbestos exposure." As a result of studies linking asbestos with respiratory disease, Manville became the target of a growing number of products liability lawsuits in the 1960s and 1970s. Buckling under the weight of its asbestos liability, Manville filed for Chapter 11 protection on August 26, 1982, before Judge Lifland. To avoid the uncertainty of insurance litigation and to fund its plan of reorganization, Manville sought to settle its insurance claims. Manville obtained in excess of $850,000,000 from settlements with its insurers. The U.S. Bankruptcy Court for the Southern District of New York entered an order confirming the Debtors' Second Amended and Restated Plan of Reorganization on Dec. 22, 1986. KINGS INN: Case Summary & Largest Unsecured Creditor ---------------------------------------------------- Debtor: Kings Inn Holdings, LLC 3311 South Rainbow Boulevard Las Vegas, NV 89146 Bankruptcy Case No.: 12-12101 Chapter 11 Petition Date: February 28, 2012 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: Timothy P. Thomas, Esq. LAW OFFICES OF TIMOTHY P. THOMAS, LLC 8670 W. Cheyenne Avenue, #120 LAS VEGAS, NV 89129 Tel: (702) 227-0011 Fax: (702)227-0015 E-mail: tthomas@tthomaslaw.com Scheduled Assets: $1,503,971 Scheduled Liabilities: $368,844 The petition was signed by William Dyer, president. Affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Integrated Financial Associates, Inc. 11-13537 03/14/11 Isleton Land Holdings, LP 11-12552 02/25/11 Tennvada Holdings 1, LLC 11-24135 09/02/11 The Company?s list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Washoe County Assessor Property Taxes $368,844 1001 E. 9th Street, #A202 Reno, NV 89512 LAGUNA BRISAS: Best Western Laguna Hotel in Chapter 11 ------------------------------------------------------ Laguna Beach, California-based Laguna Brisas, LLC, doing business as Best Western Laguna Brisas Spa Hotel, filed a bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12599) in Santa Ana on Feb. 29, 2012. The Debtor estimated assets and debts of $10 million to $50 million in the bankruptcy petition. Situated just a block from Laguna Beach boardwalk in California, Best Western Plus Laguna Brisas Spa Hotel -- http://www.lagunabrisas.com/-- has 66 rooms that are all equipped with jetted tubs and complimentary wireless internet access. According to the docket, the schedule of assets and liabilities and statement of financial affairs and incomplete filings are due March 14, 2012. Dae In "Andy" Kim of A&J Mutual Inc., the managing member, signed the Chapter 11 petition. The written consent for the bankruptcy filing says, "Laguna Brisas needs to take advantage of the benefits of Chapter 11 of the Bankruptcy Code to reorganize [its] debt structure." Laguna Brisas joins related entities in Chapter 11. Andy Kim filed a Chapter 11 petition (Case No. 11-26206) on Nov. 23, 2011. Goldenpark, LLC filed Feb. 6, 2012 (Case No. 14292) and Paradise Hospitality Inc. filed on Oct. 26, 2011 (Case No. 11-24847). The Debtor is represented by M. Jonathan Hayes, Esq., in Northridge, California. LAGUNA BRISAS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Laguna Brisas, LLC dba Best Western Laguna Brisas Spa Hotel 1600 S. Coast Highway Laguna Beach, CA 92651 Bankruptcy Case No.: 12-12599 Chapter 11 Petition Date: February 29, 2012 Court: U.S. Bankruptcy Court Central District of California (Santa Ana) Judge: Mark S Wallace Debtor's Counsel: M. Jonathan Hayes, Esq. LAW OFFICE OF M. JONATHAN HAYES 9700 Reseda Boulevard, Suite 201 Northridge, CA 91324 Tel: (818) 882-5600 Fax: (818) 882-5610 E-mail: jhayes@hayesbklaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Dae In ?Andy? Kim, managing member. Affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Dae In Kim 11-26206 11/23/11 Goldenpark, LLC 12-14292 02/06/12 Paradise Hospitality Inc. 11-24847 10/26/11 Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Kay Nam Kim -- $1,400,000 500 N. Statecollege Boulevard, #1200 Orange, CA 92868 JH Wells -- $1,041,700 12122 Royal Birkdale, #205 San Diego, CA 92128 Eun Jin Kim -- $600,000 30 Country Walk Drive ALiso Viejo, CA 92656 Woo Jung II Ga -- $575,000 602 Shasta Drive Encinitas, CA 92024 Metro Bank -- $230,000 Elie Merhdad -- $220,000 City of Laguna -- $80,000 Merchant Services -- $6,677 Edison -- $5,884 Laguna Beach Water -- $3,791 Cox Cable TV -- $3,212 Great American Leasing -- $2,773 KMK -- $2,500 Paetec -- $1,474 BP & G LLC -- $1,411 Great American Lease -- $998 Amenity Services -- $663 Rapid Plumbing -- $550 Debinaire Co. -- $426 Profittime -- $413 LEHMAN BROTHERS: Franklin Resources Has 5.1% Equity Stake --------------------------------------------------------- Franklin Resources, Inc., disclosed in a Schedule 13G/A filing with the U.S. Securities and Exchange Commission dated Dec. 31, 2011, that it beneficially owns 36,714,427 shares of Lehman Brothers Holdings Inc. common stock, which represents 5.1% of the estimated number of shares of LBHI common stock as of Dec. 31, 2011. Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisers, Inc., are also deemed to beneficially own the shares of LBHI common stock by their being subsidiaries and managers of Franklin Resources. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Proposes Claims Settlement With Bermuda Unit ------------------------------------------------------------- Lehman Brothers Holdings Inc. asked Judge James Peck of the U.S. Bankruptcy Court in the Southern District of New York to approve a deal with Lehman Re Ltd. that would reduce the Bermuda-based insurance firm's claims totaling $2.3 billion to $1 billion. The claims stemmed from a 1999 repurchase agreement between Lehman's commercial paper unit and Lehman Re involving residential and commercial mortgages and loans, and from a 2007 Net Worth Maintenance Agreement between Lehman and the insurance firm. The claim against Lehman's commercial paper unit is now valued at $490 million while the claim under the 2007 agreement is allowed against Lehman in the sum of $415 million. Aside from the settlement of claims, the deal also requires Lehman Commercial Paper Inc. to purchase loans from Lehman Re for $32 million. The loans are among those that were sold to the insurance firm under the repurchase agreement before LCPI filed for bankruptcy protection. Lehman lawyer, Richard Krasnow, Esq., at Weil, Gotshal & Manges LLP, in New York, said the purchase of loans "represents a sound exercise of LCPI's business judgment." "The purchase of the repurchased loans will confer certain strategic benefits to LCPI because LCPI is already invested in the capital structure of many of the assets underlying the repurchased loans," Mr. Krasnow said in court papers. "LCPI will therefore have the opportunity to realize a substantial profit through proactive management of the repurchased loans," he further said. Jeffrey Fitts and Daniel Ehrmann, managing directors of Alvarez & Marsal North America LLC, expressed their support for court approval of the proposed settlement. A copy of the settlement agreement and related documents is available for free at: http://bankrupt.com/misc/LBHI_SettlementLehmanRe.pdf The hearing on the proposed settlement is scheduled for March 21, 2012. Objections are due by March 13, 2012. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Has Settlement on 2001-2007 IRS Tax Disputes ------------------------------------------------------------- Lehman Brothers Holdings Inc. seeks court approval to settle its tax disputes with the Internal Revenue Service. The disputes ensued after the IRS proposed 36 adjustments to income, tax credits, and penalties after auditing Lehman's 2001 to 2007 consolidated income tax returns, and evaluating additional tax positions claimed by the company during the audit that were not included in its originally filed consolidated income tax returns. The adjustments proposed by the IRS could potentially increase tax liability by $2.6 billion, according to court filings. The proposed agreement calls for the settlement of 26 of the 36 issues that constitute the tax disputes between the company and the IRS. Under the agreement, the IRS made concessions that reduce the amount of its proposed adjustments. Of the $2.6 billion in adjustments proposed by the IRS, $1.8 billion is attributable to the 26 issues. As a result of the settlement, the IRS will concede $1.1 billion of the $1.8 billion in taxes and penalties it sought to impose while Lehman will agree to $652 million of adjustments to tax. In a declaration, Jeffry Ciongoli, Lehman's global tax director, expressed support for court approval of the proposed settlement, saying the deal is "fair and equitable." The hearing on the proposed settlement is set for March 21, 2012. Objections are due by March 14, 2012. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: UK Court Rules Lehman Clients Can Claim Cash ------------------------------------------------------------- The U.K. Supreme Court said billions of dollars in client cash belongs to customers of Lehman Brothers Holdings Inc.'s U.S. brokerage whether it was properly segregated or not, according to a February 29 report by The Wall Street Journal. The U.K. Supreme Court affirmed an appellate-court ruling that clients whose cash Lehman Brothers International (Europe) had failed to segregate could share in the distribution of about $2 billion in cash it had set aside in segregated accounts, the report said. Lord John Dyson wrote in 75-page decision that under British law "all client money is subject to a trust that arises upon receipt of the money by the firm," not when it's segregated. When a firm fails, the segregated accounts are pooled so that clients share equally in the misfortune. But LBIE had failed to comply with the segregation requirement for all of its clients' cash, according to the report. The decision is a big win for James Giddens, the trustee liquidating Lehman's U.S. brokerage under the Securities Investor Protection Act, who has been fighting with Lehman's U.K. insolvency administrators for years over billions of dollars in claims. In a statement, Mr. Giddens said the decision supports his SIPA mandate "to protect customer property and make Lehman Brothers Inc.'s customers and other creditors whole to the greatest extent possible." "For more than two years, the [SIPA] trustee has disputed the position of the U.K. Joint Administrators of Lehman Brothers International (Europe) (LBIE) regarding property that should have been segregated for LBI customers. In the trustee's view...property that should have been segregated for U.S. customers of the failed broker-dealer belongs to those customers whether it was properly segregated or not," the statement said. The decision angered PricewaterhouseCoopers, the administrator of LBIE, and hedge fund GLG Investments PLC, which will have to wait even longer to receive their share of recovered assets, according to a report by Telegraph.co.uk. "Alarmingly, we now seem to have less and not more clarity on the subject of who is entitled to client money protection and what funds comprise the client money pool," Telegraph.co.uk quoted PwC partner Tony Lomas as saying. Lawyers for GLG said the decision was "of great concern to UK investment firms and investors as well as creditors of Lehman Brothers," Telegraph.co.uk reported. GLG, whose cash had been properly segregated by LBIE, had said only those funds that were segregated before the company's failure should be distributed to customers. But this argument was rejected by the U.K. Supreme Court, ruling that all identifiable client cash should be pooled and distributed to customers whether it was in a segregated account or a "house" account, The Journal reported. LBIE Hits Trustee's Treatment of Customer Claims Separately, the lawyer for LBIE accused Mr. Giddens of shortchanging its customers of about $7 billion, saying the trustee erred when he decided to slash its so-called "omnibus claim." LBIE filed the omnibus claim on behalf of its customers to recover up to $15.1 billion in customer property. The trustee partially allowed the omnibus claim and said he will distribute up to $8.3 billion on account of the claim. "The consequence of the trustee's chosen and erroneous methodology and his insistence on obtaining releases from underlying customers is that the trustee will allocate to LBIE a dramatically different combination of securities and cash than LBIE's customers recognize as their aggregate entitlements," James Warnot Jr., Esq., at Linklaters LLP, in New York said in court papers. "LBIE will in turn be left somehow to allocate these assets to its customers who have approximately $13 billion in unresolved claims against [the brokerage] in exchange for releases that LBIE has no prospect of ever receiving," Mr. Warnot said in court papers. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LIVING HOPE: Case Summary & 8 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Living Hope Southeast, LLC 100 South University, Suite 401 Little Rock, AR 72205 Bankruptcy Case No.: 12-11082 Chapter 11 Petition Date: February 27, 2012 Court: United States Bankruptcy Court Eastern District of Arkansas (Little Rock) Debtor's Counsel: James E. Smith, Jr., Esq. SMITH AKINS P.A. 400 W. Capitol Ave., Suite 1700 Little Rock, AR 72201 Tel: (501) 537-5111 Fax: (501) 537-5113 E-mail: jsmith@smithakins.com Scheduled Assets: $795,648 Scheduled Liabilities: $1,403,166 A list of the Company's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/areb12-11082.pdf The petition was signed by Michael Grundy, vice president & CEO. LODGENET INTERACTIVE: Winjammer CEO Spencer Named to Board ---------------------------------------------------------- LodgeNet Interactive Corporation announced that Phillip M. Spencer has been appointed to its Board of Directors. Mr. Spencer will fill a board position left open by the retirement of Rodney Leyendecker in 2011. Mr. Spencer is Chief Executive Officer and a member of the board of directors of Windjammer Communications, LLC, which owns and operates cable systems in six states offering High-Speed internet, Cable TV and local phone service to residential and commercial customers. Prior to joining Windjammer in May of 2010, Mr. Spencer was president and CEO of Aplus.Net, a global provider of webhosting and co-location services and also served as President and CEO of Everest Connections, Inc., a Lenexa, Kansas-based cable, telephone, and Internet access provider. A Marquette University graduate, Mr. Spencer holds a bachelor's degree in Economics and Finance. "I am very pleased to welcome Phil to the Board of Directors, at LodgeNet," said Scott C. Petersen, Chairman & CEO of LodgeNet. "As a seasoned executive with a strong cable and media background, Phil is an excellent addition to our board." LodgeNet entered into an agreement with Mast Capital Management, LLC, and certain of its affiliates, which own approximately 9.6% of the Company's Common Stock. The Agreement provides, among other things, that Mast Capital will vote in favor of the Company's slate of nominees for director at the Company's 2012 annual meeting of stockholders and will not nominate any other person for director at the Annual Meeting or the 2013 annual meeting or otherwise submit any proposal for consideration at, or bring any other business before, the Annual Meeting. The Company has agreed to: (i) appoint Phillip Spencer to the Company's Board of Directors to fill an existing vacancy, and (ii) form a selection committee with representatives of Mast Capital and other significant stockholders to select an additional director prior to the Annual Meeting to either fill any vacancy which may occur or, if applicable, be included in the Company's slate of three nominees for election at the Annual Meeting. Both Mr. Spencer and the additional director designee will qualify as "independent" under NASDAQ listing standards. About LodgeNet Interactive Sioux Falls, South Dakota-based LodgeNet Interactive Corporation (Nasdaq:LNET), formerly LodgeNet Entertainment Corp. -- http://www.lodgenet.com/-- provides media and connectivity solutions designed to meet the unique needs of hospitality, healthcare and other guest-based businesses. LodgeNet Interactive serves more than 1.9 million hotel rooms worldwide in addition to healthcare facilities throughout the United States. The Company's services include: Interactive Television Solutions, Broadband Internet Solutions, Content Solutions, Professional Solutions and Advertising Media Solutions. LodgeNet Interactive Corporation owns and operates businesses under the industry leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks. LodgeNet reported a net loss of $631,000 in 2011, a net loss of $11.68 million in 2010, and a net loss of $10.15 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $408.67 million in total assets, $459.61 million in total liabilities and a $50.94 million total stockholders' deficiency. * * * Lodgenet carries a 'B3' long term corporate family rating and a 'Caa1' probability of default rating, with 'stable' outlook, from Moody's. It has 'B' long term foreign and local issuer credit ratings, with 'stable' outlook, from Standard & Poor's. "In Moody's opinion, continued cautious investment from LodgeNet's hotel customers will hamper intermediate term growth in its core hospitality services business, and over the long term competing forms of entertainment will pressure this revenue stream as the company seeks to defend its relevance to both hotel operators and hotel guests. The B3 corporate family rating incorporates these weak growth prospects, mitigated somewhat by the company's moderately high financial risk profile and demonstrated capacity to generate positive free cash flow throughout challenging economic conditions, along with a measure of stability from the monthly fees it receives from hotels regardless of occupancy," Moody's said in October 2010. MAMMOTH CHANDLER: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Mammoth Chandler I, LLC 1490 South Price Road Chandler, AZ 85248 Bankruptcy Case No.: 12-03731 Chapter 11 Petition Date: February 28, 2012 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Randolph J. Haines Debtor's Counsel: Dean M. Dinner, Esq. NUSSBAUM GILLIS & DINNER, P.C. 14850 N. Scottsdale Road, Suite 450 Scottsdale, AZ 85254 Tel: (480) 609-0011 Fax: (480) 609-0016 E-mail: ddinner@ngdlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Joseph A. Ryerson, managing member. MAMMOTH LAKES: S&P Affirms 'BB' Rating on COPs; Outlook Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to negative from developing on Mammoth Lakes, Calif.'s certificates of participation (COPs). At the same time, Standard & Poor's affirmed its 'BB' long-term rating on the town's COPs. "We base the outlook revision on what we view as a continued high degree of uncertainty over the upcoming 12-month period and credit risk associated with a $30 million judgment against the town, particularly after a decision by the California Supreme Court in March 2011 not to hear an appeal of the judgment," said Standard & Poor's credit analyst Sussan Corson. "In addition, we base the outlook on Mammoth Lakes' intention to enter into a mediated neutral evaluation process under California Government Code section 53760.3 with its creditors, which is a preliminary step required by recent state law for municipalities considering bankruptcy. While town officials indicate they prefer to negotiate and settle with the developer, should the neutral evaluation process with Mammoth Lakes' creditors fail and the town actually avails itself of protection under the bankruptcy code, Standard & Poor's could lower the rating. Should the town reduce its significant liability without a bankruptcy filing and relieve fiscal strain on the general fund through a settlement of the dispute, Standard & Poor's could consider restoring the rating to investment-grade," Ms. Corson added. "The COPs rating also reflects our assessment of Mammoth Lakes' covenant to budget and appropriate lease payments,and the general credit characteristics of the town," S&P said. "Mammoth Lakes is obligated to pay a judgment to a developer, Hot Creek Mammoth Lakes Land Acquisition (MLLA), based on previous litigation between the town and the developer, whereby MLLA filed a claim alleging the town breached a 1997 development agreement and sought $150 million in damages. In April 2008, a trial court found in favor of Hot Creek and set damages at $30 million. Mammoth Lakes appealed the outcome, and the case proceeded to appellate court. In December 2010, the appellate court denied the appeal and confirmed the previous judgment of $30 million plus legal expenses. The town appealed the decision to the California Supreme Court, which, in March 2011, decided not to hear the appeal of the previous trial court judgment. Officials estimate the total liability, with legal fees and interest, has increased to more than $42 million, which represents 250% of Mammoth Lakes' annual general fund budget. The town's insurance policy did not cover this judgment," S&P said. "Mammoth Lakes is 250 miles east of San Francisco in Mono County in the eastern Sierra Nevada Mountains at an elevation of 7,000 feet; it is generally known for its very large and popular Mammoth Mountain Ski Resort, which dominates the local economy," S&P said. MASCO CORP: Fitch Downgrades Issuer Default Rating to 'BB' ---------------------------------------------------------- Fitch Ratings has downgraded Masco Corporation's (NYSE: MAS) ratings, including the company's Issuer Default Rating (IDR) to 'BB' from 'BB+'. The Rating Outlook is Stable. The downgrade reflects the deterioration in Masco's operating profile and credit metrics in 2011, which also fell short of Fitch's expectations. Masco ended fiscal 2011 with debt to EBITDA (as calculated by Fitch) of 6.2 times (x). Fitch had expected the company's leverage to be at or slightly above 5x at year-end 2011. Additionally, EBITDA to interest coverage of 2.5x and FFO interest coverage of 1.7x during fiscal 2011 were also below Fitch's expectations. Fitch does not expect a meaningful improvement in Masco's financial performance this year as housing, although expected to grow modestly, remains very weak in absolute terms and spending for big ticket renovation continues to be constrained. Additionally, raw material costs are expected to remain elevated for Masco's paint products during 2012. Although the company is expected to reduce debt by roughly $400 million this year, Fitch projects Masco's leverage will remain elevated in the intermediate term and is expected to continue to be above 5x in 2012. Fitch also projects interest coverage ratios to improve only marginally this year compared with 2011. Masco's historically strong free cash flow (FCF - Cash flow from operations less capital expenditures and dividends) generation diminished in 2011. During the past decade, the company generated significant FCF, even during periods when revenues and profitability declined. During the 2000 - 2010 periods, Masco generated FCF in excess of $5.7 billion. (Masco generated FCF of $220 million in 2010 and $414 million in 2009). In 2011, the company was slightly FCF negative. Fitch currently expects Masco to generate minimal FCF in 2012. The ratings also reflect Masco's leading market position with strong brand recognition in its various business segments, the breadth of its product offerings, and solid liquidity position. Risk factors include sensitivity to general economic trends, as well as the cyclicality of the residential construction market. The Stable Outlook reflects Fitch's view of moderately improving housing and home improvement markets in 2012 compared with 2011. The Stable Outlook also reflects the company's solid liquidity position, although this is expected to decline moderately this year due to an upcoming debt maturity. Masco ended the year with $1.66 billion of cash on the balance sheet and $630 million of availability under its $1.25 billion unsecured revolving credit facility that matures in January 2014. The company has $791 million of notes coming due in July 2012, which it intends to repay with the issuance of roughly $400 million of new notes and cash on hand. Fitch expects Masco to continue to have cash in excess of $1 billion by year-end 2012. In February 2012, the company amended its revolving credit facility, which provided for certain add-backs to shareholder's equity in its covenant calculation for certain non-cash charges taken in 2010 and 2011. This amendment increased the company's borrowing availability under the revolver from $178 million to $630 million. The company indicated that as of Dec. 31, 2011, the company can absorb a reduction in shareholder's equity of $340 million and remain in compliance with its leverage covenant. Fitch expects Masco to continue to have access to its revolving credit facility, although the amount available will likely continue to be lower than the total facility amount due to covenant constraints. Fitch is encouraged that management has taken steps to preserve its liquidity during these still uncertain times. Masco had been an aggressive purchaser of its stock starting in 2003, spending about $1.2 billion annually, on average, in share repurchases and dividends during the 2003 - 2007 periods. The company has not repurchased stock since July 2008 and has put its share repurchase program on hold, except for stock buybacks to offset the dilutive effect of stock grants. In March 2009, Masco also reduced its quarterly dividend from $.235 per common share ($.94 annually) to $0.075 per share ($.30 annually), saving approximately $225 million per year. Fitch expects the company will preserve its strong liquidity position and refrain from meaningful share repurchases through at least this year. Fitch's rating also takes into account the cyclicality of Masco's end markets. Fitch's housing forecasts for 2012 assume a modest rise off a very low bottom. New home inventories are at historically low levels and affordability is at near record highs. In a slowly growing economy with distressed home sales competition similar to 2011, less competitive rental cost alternatives, and, probably, even lower mortgage rates, total housing starts should improve almost 7% to 650,000 homes, while new home sales increase approximately 5.6% to 319,000 and existing home sales grow 3% to 4.388 million. The home improvement industry has shown moderate recovery during the past two years. Fitch currently projects home improvement spending will grow 4% in 2012. Remodeling expenditures are likely to continue to pick up this year as homeowners who deferred maintenance and/or improvements during the recent recession start revisiting these projects. The gradual improvement in the economy and moderately better housing market conditions could provide the catalyst for a slightly more robust increase in spending for home remodeling projects this year as compared to the estimated 3% growth in 2011. However, Fitch expects spending on big ticket renovations will remain constrained as credit availability remains tight and returns on home improvement projects continue to fall. Future ratings and outlooks will be influenced by broad housing and home improvement market trends, as well as company specific activity, particularly free cash flow trends and uses. Masco's rating is constrained in the intermediate term due to weak credit metrics, but a Positive Rating Outlook may be considered if the recovery in housing metrics and home improvement spending is significantly better than Fitch's outlook and the company significantly improves its credit metrics above Fitch's current expectations. Negative rating actions could occur if the anticipated recoveries in Masco's end-markets do not materialize and/or if management resumes a meaningful share repurchase program before a clearly established recovery has began in the housing and home improvement markets. Fitch has downgraded the following ratings for Masco: -- Long-term IDR to 'BB' from 'BB+'; -- Senior unsecured notes to 'BB' from 'BB+'; -- Unsecured bank credit facility to 'BB' from 'BB+'. MEDIA GENERAL: S&P Retains 'CCC+' Corporate; Outlook Negative ------------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on Richmond, Va.-headquartered Media General Inc.'s senior secured notes to '3', indicating its expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default, from '4' (30% to 50% recovery expectation). "The issue-level rating on the senior secured notes remains unchanged at 'CCC+', at the same level as the 'CCC+' corporate credit rating on the company, in accordance with our notching criteria for a '3' recovery rating," S&P said. "The revision of the recovery rating reflects an improvement in our estimate of market liquidity and the resulting distressed asset valuation for Media General's broadcasting assets under our 2012 simulated default scenario," noted Standard & Poor's credit analyst Jeanne Shoesmith. "At the same time, we affirmed our 'CCC+' corporate credit rating on Media General. The rating outlook is negative," S&P said. "The 'CCC+' rating on Media General reflects our expectation that the company will likely violate covenants at the end of March if it is unable to amend its bank loan covenants. Media General's business risk profile is 'vulnerable', based on structural pressure on the U.S. newspaper industry, TV broadcasting's mature long-term growth prospects, and increased competition for audience and advertisers from traditional and nontraditional media. Very high lease- and pension-adjusted debt to EBITDA, of 8.6x as of Dec. 25, 2011, underpins our view of Media General's financial profile as 'highly leveraged.' We could lower the rating if the company doesn't make meaningful progress in addressing covenant risks over the coming month and we become convinced that a violation is imminent," S&P said. "Media General's businesses include newspaper publishing, TV broadcasting, and digital media, located mainly in the Southeastern U.S. Its revenue concentration is in newspaper publishing, which is facing negative structural trends from readership and advertising moving away from print to online sources. This segment has reported five years of revenue declines, and we believe that ongoing cost reductions will be required in order to maintain the viability of the company's print publications. Media General's three largest newspapers together constitute about 60% of the company's publishing revenue, making the company vulnerable to economic trends in those markets. We are not confident that digital revenue growth will support editorial costs over the long term," S&P said. MEDIACOM LLC: Fitch Affirms 'B+' on Anticipated Debt Reduction -------------------------------------------------------------- Fitch Ratings has affirmed the 'B+' Issuer Default Rating (IDR) assigned to Mediacom LLC (LLC) and Mediacom Broadband LLC (Broadband). Both LLC and Broadband are wholly owned subsidiaries of Mediacom Communications Corporation (Mediacom). The Rating Outlook is Stable. As of Sept. 30, 2011, Mediacom had approximately $3.6 billion of debt outstanding including $1.6 billion at LLC and $2 billion at Broadband. Central to the affirmation of Mediacom's ratings is Fitch's ongoing expectation that the company will utilize free cash flow generation to reduce outstanding debt. Debt outstanding increased 6.4% relative to year-end 2010 to approximately $3.6 billion as of Sept. 30, 2011. The higher debt is within Fitch's expectations for the rating and is attributable to the funding requirements related to the privatization transaction completed in March 2011. The anticipated debt reduction coupled with modest operational improvement will strengthen credit protection metrics to a level more consistent with the current rating category with leverage trending below 6 times (x). Fitch estimates year-end 2011 leverage improved to 6x and 5.8x for LLC and Broadband respectively, and expects leverage will strengthen by year-end 2012 to 5.8x and 5.6x for LLC and Broadband respectively provided that each company uses its free cash flow to reduce outstanding debt. Rating concerns center on the company's high leverage relative to its peer group and other larger cable multiple system operators (MSOs), a comparatively weaker subscriber clustering profile and service penetration rates that lag behind industry leaders, and Medicom's ability to maintain its competitive position relative to the threat posed by the direct broadcast satellite (DBS) operators. Fitch acknowledges potential growth and operating profile enhancements that can be captured by increasing service penetration levels as well as capitalizing on commercial revenue growth potential. Additional concerns center on Mediacom's ability to grow retail revenues beyond the company's core 'triple-play' service offering. Fitch points out that event risks related to how Mediacom intends to use existing borrowing capacity on its revolvers and free cash flow generation are elevated within the company's overall credit profile. Mediacom's liquidity position is sufficient given the current rating and is primarily supported by expected free cash flow generation and the aggregate available borrowing capacity from subsidiary revolving credit facilities, which totaled approximately $138 million when adjusted for recent capital market activity. LLC's revolver is scheduled to expire in December 2014 while Broadband's revolver will expire in December 2016 (subject to certain exceptions). The company also benefits from a favorable maturity schedule consisting of mandatory amortization from subsidiary credit facilities totaling $23 million during 2012 and 2013. In aggregate, LLC and Broadband generated approximately $161 million of free cash flow (defined as cash from operations less capital expenditures and dividends) during the latest 12 months (LTM) period ended Sept. 30, 2011. Fitch believes the company's relatively stable operating profile, characterized by steady operating margins and consistent capital intensity levels, enable the company to produce consistent levels of free cash flow over the ratings horizon. Positive rating actions would be contemplated if leverage declines below 5x, strengthens free cash flow generation, and the company demonstrates progress in closing gaps relative to its industry peers on service penetration rates and strategic bandwidth initiatives. Fitch believes that negative rating actions would likely coincide with a leveraging or shareholder-friendly transaction that increases leverage beyond 6.5x without a clear path to de-leverage, the adoption of a more aggressive financial strategy, or a perceived weakening of Mediacom's competitive position. Fitch has affirmed the following ratings with a Stable Rating Outlook: Mediacom Broadband LLC -- IDR at 'B+'; -- Senior unsecured 'B/RR5'. Mediacom LLC -- IDR at 'B+'; -- Senior unsecured at 'B/RR5'. Mediacom Illinois LLC Mediacom Arizona LLC Mediacom Indiana LLC Mediacom California LLC Mediacom Minnesota LLC Mediacom Delaware LLC Mediacom Wisconsin LLC Mediacom Southeast LLC Mediacom Iowa LLC Zylstra Communications Corporation -- IDR at 'B+'; -- Senior secured at 'BB+/RR1'. MCC Georgia, LLC MCC Illinois, LLC MCC Iowa, LLC MCC Missouri, LLC -- IDR at 'B+'; -- Senior secured at 'BB+/RR1'. The following rating has been withdrawn: Mediacom Communications Corporation -- IDR 'B+'. MF GLOBAL: CFTC Boosts Oversight of Futures After MF Demise ----------------------------------------------------------- The Commodity Futures Trading Commission approved a rule that will shed more light on trading in the futures and swap markets, a measure that will protect customers following the collapse of MF Global in October, Reuters reported. The rule specifically would require investment companies like mutual funds that invest in commodities to register with the CFTC, Reuters disclosed. This rule reinstates measures in place prior to 2003, the report said. The CFTC said the rule would help the agency increase its oversight of commodity pool operators -- an entity where funds from multiple investors are combined to trade or to invest -- and commodity trading advisors, Reuters noted. "The financial crisis, and now the collapse of MF Global, highlights the need for more accessible and effective customer protection measures," Scott O'Malia, a CFTC commissioner, was quoted as saying. In furtherance of its efforts to prevent a collapse like MF Global's, the CFTC will hold a public roundtable next week to discuss policy changes, including a plan that would allow customers to trade through futures brokerage firms without keeping their excess cash there, according to a copy of the agenda provided to The New York Times. The agency will also vote on a rule that will require a brokerage firm's chief compliance officer to create internal controls for protecting customer money, an effort that began in 2010, according to the report. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11- 15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on December 19, 2011. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Debt Investors Approach MF Customers to Buy Claims ------------------------------------------------------------- Dan Strumpff of The Wall Street Journal reported that investors that gobble up claims in bankrupt or distressed companies have begun approaching former MF Global customers with offers to buy their claims for cash at a discount. These investment firms' are on a bet that the trustee liquidating the brokerage unit will find and return more or perhaps all of the missing funds, currently estimated at $1.6 billion, the Journal noted. Customers who choose to sell to these firms essentially relinquish their claim to the rest of their cash in exchange for money now, according to the report. Already, customers have received 72% of their money at the brokerage unit, the Journal noted. New York-based Triax Capital Advisors is offering to bring that figure up to 88% in exchange for a customer's claim to the remainder of their funds, the report said. Barrett Mikelberg, director of business development at Triax, confirmed to the Journal that he has talked to between 60 and 80 customers of MF Global since late December regarding the sale of their claims. He said he is targeting customers with larger claims totaling $1 million or more, the report noted. None with claims that large have struck a deal yet, he said. However, a small number of customers with claims under $1 million have agreed to sell, he added. Another firm, ASM Capital said that it has begun mailing letters to customers with offers to buy the remainder of a customer's claim for a discount, or pay for a smaller fraction of the customer's claim plus a stake in any additional payout from the SIPA trustee. In related news, MF Global customers can sell their claims for as much as 88 cents on the dollar while their counterparts at MF Global UK may not get as much, Christopher Scinta of Bloomberg News relayed. MF Global's customers have started to sell their claims to distressed debt investors, including hedge funds, to get some money quickly, rather than waiting for payouts from the trustee in New York and U.K. administrators, the Bloomberg report said. The lower value of U.K. claims reflects the slower return of funds and disputes about the status of the London unit's customer accounts, Bloomberg stated. James Nicholls, Esq., a London lawyer specializing in insolvency and claims trading, has seen U.K. customers offered 70 percent to 77 percent of face value for their claims. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11- 15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on December 19, 2011. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: MF Brokerage Faces More Exits; Staff Down to 80 ---------------------------------------------------------- Jacob Bunge of MarketWatch reported that MF Global Inc.'s staff is now 80, down from 180 in mid-November as more employees continue to exit the failed firm. This is all part of the wind-down, a spokesperson for James Giddens, the trustee overseeing the brokerage unit's liquidation said, the report relayed. The spokesperson noted that some of the 100 staff shed had left on their own for other jobs while others ran out a three-month contract to assist in the firm's liquidation, the report noted. Prior to MF Global's collapse, the firm's U.S. broker-dealer unit counted 1,066 staff, representing the bulk of the New York-based company's total of approximately 2,800 employees last year, MarketWatch disclosed. Hundreds of MF Global employees were terminated after MF Global filed for bankruptcy on October 31, the report noted. Meanwhile, MF Global's holding company currently employs 20 employees who are handling legal and accounting matters, as well as tax issues and the pursuit of insurance claims that the bankrupt company could collect, according to a spokeswoman for the firm, the report added. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11- 15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on December 19, 2011. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: UK Unit Makes First Distribution to Clients ------------------------------------------------------ The joint special administrators of MF Global UK have confirmed that they started making interim distribution payments to those with agreed client money claims on February 10, 2012, according to an updated posted in the administrators' Web site. The first wave of settlements affects up to 600 clients with estimated claims of $12m, with a second wave of settlements starting from next week, affecting another 1,300 clients with estimated claims of $19m. To receive an interim distribution payment, clients must agree the balance represents their entire claim against MF Global UK and must enter into a settlement agreement, which provides an indemnity to repay any amounts received in excess of the client's entitlement. The special administrators are urging clients who meet the interim distribution requirements to complete the bank confirmation form without which they are unable to transfer money. More detailed information on making claims is available at: www.kpmg.co.uk/mfglobaluk The special administrators will continue to make interim payments of 26c in the $1 as and when client money claims are agreed. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11- 15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on December 19, 2011. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Holdings Receives 71 Claims Totaling $188.7 Million -------------------------------------------------------------- About 71 claims totaling $188.7 million were received by MF Global Holdings Ltd. from November 4 to January 31, Linda Sandler of Bloomberg News, citing a claims register. Tod Thielman and Pierre-Yvan Desparois, who sued the company under the WARN Act, asserted the largest of the claims against MFGH, the report noted. They filed an unliquidated claim of $25 million, the report said. Other claimants include American Bullion Exchange Abex Corp. that filed two claims totaling about $7.7 million, and Blackrock Financial Management Inc. for$4 million, the report continued. MF Global Holdings previously published a list of its largest known unsecured creditors that was topped by bondholder trustees JPMorgan Chase & Co. and Deutsche Bank AG, each guarding more than $1 billion of bonds, the report added. The liquidator of MFGH's brokerage arm said he is counting "thousands of claims" that were filed by January 31, 2012 deadline, spokesman Kent Jarrell said in an e-mailed statement to Bloomberg. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11- 15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on December 19, 2011. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MOHEGAN TRIBAL: Amends Exchange Offers Minimum Tender Condition --------------------------------------------------------------- The Mohegan Tribal Gaming Authority has amended its private exchange offers and consent solicitations to lower the participation level for the minimum tender condition with respect to its outstanding 6 1/8% senior notes due 2013 and 8% senior subordinated notes due 2012 to the levels that have been previously tendered. Withdrawal rights for old notes and the related consents tendered into the exchange offers expired at 5:00 p.m., New York City time, on Feb. 6, 2012, as originally scheduled, and there will be no withdrawal rights for the remainder of the exchange offers. As amended, the exchange offers are conditioned upon, among other things, the valid tender (without being withdrawn) of old notes representing at least (i) 50.1% of the outstanding principal amount of the old second lien notes, (ii) 83.5%, in the aggregate, of the outstanding principal amount of the old 2012 notes and the old 2013 notes, and (iii) 75%, in the aggregate, of the outstanding principal amount of the old 2014 notes and the old 2015 notes. As of Feb. 29, 2012, approximately 99.9% of the old second lien notes, approximately 83.6% of the old 2012 and old 2013 notes, in the aggregate, and approximately 91.8% of the old 2014 and old 2015 notes, in the aggregate, have been tendered into the exchange offers. The conditions to the exchange offers are otherwise set forth in the offering memorandum and consent solicitation statement, dated Jan. 24, 2012, and the related supplement dated Feb. 3, 2012, for the exchange offers and consent solicitations. The conditions to the exchange offers are for the Authority's benefit and may be asserted or waived by the Authority at any time and from time to time, in the Authority's sole discretion. At this time, the Authority anticipates that all conditions to the exchange offer will be satisfied, and that the exchange offers will close, promptly following the revised early tender date. The Authority also announced that it has extended the expiration date of the private exchange offers and consent solicitations to 5:00 p.m., New York City time, on March 2, 2012, and has extended the early tender date with respect to the old 2012 and old 2013 notes until 5:00 p.m., New York City time, on March 2, 2012, in each case unless extended by the Authority. The noteholders who previously entered into agreements with the Authority to tender their old notes into the exchange offers have consented to the amended terms of the exchange offers. As previously announced, the Authority is offering to exchange any and all of its outstanding notes held by eligible holders for new notes in a private exchange offer which includes a solicitation of consents to certain amendments to the old notes and the indentures governing the old notes. The early tender date and expiration date were previously scheduled for 5:00 p.m., New York City time, on Feb. 28, 2012. The exchange offers were launched on Jan. 24, 2012, and all other terms of the exchange offers remain unchanged from the terms announced at launch. Wachtell, Lipton, Rosen & Katz served as legal advisor to the Authority. About Mohegan Tribal Gaming Authority Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an instrumentality of the Mohegan Tribe of Indians of Connecticut, or the Tribe, a federally-recognized Indian tribe with an approximately 507-acre reservation situated in Southeastern Connecticut, adjacent to Uncasville, Connecticut. The Authority has been granted the exclusive authority to conduct and regulate gaming activities on the existing reservation of the Tribe, including the operation of Mohegan Sun, a gaming and entertainment complex located on a 185-acre site on the Tribe's reservation. Through its subsidiary, Downs Racing, L.P., the Authority also owns and operates Mohegan Sun at Pocono Downs, a gaming and entertainment facility located on a 400-acre site in Plains Township, Pennsylvania, and several off-track wagering facilities located elsewhere in Pennsylvania. The Authority's balance sheet at Sept. 30, 2011, showed $2.2 billion in total assets, $2.0 billion in total liabilities and $198.7 million total capital. PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed substantial doubt about the Authority's ability to continue as a going concern. The independent auditors noted that of the Authority's total debt of $1.6 billion as of Sept. 30, 2011, $811.1 million matures within the next twelve months, including $535.0 million outstanding under the Authority's Bank Credit Facility which matures on March 9, 2012, and the Authority's $250.0 million 2002 8% Senior Subordinated Notes which mature on April 1, 2012. In addition, a substantial amount of the Authority's other outstanding indebtedness matures over the following three fiscal years. MORGANS HOTEL: Incurs $17.6 Million Net Loss in Fourth Quarter -------------------------------------------------------------- Morgans Hotel Group Co. reported a net loss of $17.66 million on $52.03 million of total revenues for the three months ended Dec. 31, 2011, compared with a net loss of $7.50 million on $65.05 million of total revenues for the same period a year ago. The Company reported a net loss of $87.95 million on $207.33 million of total revenues for the year ended Dec. 31, 2011, compared with a net loss of $83.64 million on $236.37 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $557.65 million in total assets, $642.12 million in total liabilities, $5.17 million in redeemable noncontrolling interest and a $89.64 million total stockholders' deficit. CEO Michael Gross said, "During 2011, we have made good progress in executing our strategy. It's been a transitional year for us, but much of the hard work has been done and we are now firmly focused on the opportunity ahead. With the renovations at Delano and Hudson progressing, the acquisition of The Light Group, and other efforts to enhance our capabilities, we are further improving the service, experience and reputation of our hotels in the eyes of both guests and hotel owners. We have also strengthened our balance sheet, improving our financial flexibility to invest in growing our business. As a result, we are in a better position than ever to continue to build our higher margin, more scalable management business, boost RevPAR, and create long-term shareholder value." A full-text copy of the press release is available at: http://is.gd/qCIVxM About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. NAVISTAR INTERNATIONAL: To Present Fiscal Q1 Results Thursday ------------------------------------------------------------- Navistar International Corporation will present via live web cast its fiscal 2012 first quarter financial results on Thursday, March 8th. A live web cast is scheduled at approximately 9:00 AM ET. Speakers on the web cast will include Daniel C. Ustian, Chairman, President and Chief Executive Officer, A. J. Cederoth, Executive Vice President and Chief Financial Officer, and other Company leaders. The web cast can be accessed through a link on the investor relations page of Navistar's Web site at http://ir.navistar.com/events.cfm. Investors are advised to log on to the website at least 15 minutes prior to the start of the web cast to allow sufficient time for downloading any necessary software. The web cast will be available for replay at the same address approximately three hours following its conclusion, and will remain available for a period of 10 days. About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. The Company's balance sheet as of Oct. 31, 2011, showed $12.29 billion in total assets, $12.26 billion in total liabilities, $5 million in redeemable equity securities, and $23 million in total stockholders' equity. * * * Navistar has a 'BB-/Stable/--' corporate credit rating from Standard & Poor's and a 'B1' Corporate Family Rating and Probability of Default Rating from Moody's Investors Service. Moody's said in October 2010 that Navistar's B1 rating could improve if the North American truck market remains on track for a sustained recovery into 2011, and Navistar's operational initiatives to moderate its vulnerability to the truck cycle show evidence of taking hold. NEVADA CANCER: GFBunting to Provide Plan PR on Pro Bono Basis ------------------------------------------------------------- Nevada Cancer Institute will ask the Court at a hearing March 28, 2012 to approve its employment of GFBunting LLC as communications consultant, nunc pro tunc to Feb. 12, 2012. Bunting will to provide strategic communications and public relations services to the Debtor, as the Debtor repositions itself and its fundraising efforts following closure of the UC San Diego Health System sale, completes the chapter 11 process, and prepares to emerge from chapter 11 pursuant to its proposed plan of reorganization. In light of the Debtor's philanthropic mission, Bunting has agreed to provide these services on a pro bono basis, subject to the provision of an indemnity, and the payment of certain fees and expenses if Bunting ever becomes subject to legal process as a result of this assignment. Cash Collateral At a hearing in January, the bankruptcy judge entered a final order authorizing the Debtor to use cash collateral. Bank of America, as agent for the prepetition secured lenders, holds a senior interest in the Debtor's cash collateral, for the ratable benefit of the lenders, while Oncology Supply may assert a junior interest in the cash collateral. As of the petition date, the Debtor owed $91 million under the credit agreement. A stipulation among the Debtor, BofA and other creditors were signed in connection wit the Debtor's use of cash collateral. The stipulation provides that the lenders may withdraw their consent to the cash use if, among others, the effective date of the Bankruptcy Plan has not occurred prior to April 27, 2012 at 11:59 p.m. About Nevada Cancer Founded in 2002, Nevada Cancer Institute is a nonprofit cancer institute committed to advancing the frontiers of knowledge of cancer and reducing the burden of cancer on the people of Nevada.. It formerly maintained a state-of-the-art outpatient cancer treatment and research facility in the Summerlin area of Las Vegas. Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case No. 11-28676) on Dec. 2, 2011, blaming mounting financial pressures arising from the protracted decline in the economy, decreases in medical reimbursement rates from managed care payor entities, increases in operational costs, decreases in the amount and availability of charitable donations, a reduction in research funding opportunities and increased competition. Lisa Madar signed the petition as secretary. Chief Bankruptcy Judge Mike K. Nakagawa oversees the case. At a hearing in January, the bankruptcy judge approved the Debtor's request to employ, among others, Klee, Tuchin, Bogdanoff & Stern LLP, as bankruptcy counsel; Lewis and Roca LLP as reorganization co-counsel; Alvarez & Marsal Healthcare Industry Group LLC as the Debtor's restructuring advisors. Kurtzman Carson Consultants LLC serves as the Debtor's claims and noticing agent. The judge ruled in January that the appointment of a patient care ombudsman is not necessary. Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s. Cho., at Pachulski Stang Ziehl & Jones LLP, represents the Official Committee of Unsecured Creditors as counsel. Lenard E. Schwartzer, Esq., and Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm, represents the Committee as local counsel. Counsel for Bank of America, N.A., as agent for the prepetition lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The Regents of the University of California on behalf of its UC San Diego Health System, is represented by James W. Kapp, III, Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery. The Debtor underwent a significant prepetition operational restructuring, and, after commencing this case, sold the Flagship Building to the Regents of the University of California on behalf of its UC San Diego Health System in a Court-approved sale pursuant to Bankruptcy Code section 363 that closed on Jan. 31, 2012. The hearing on confirmation of Nevada Cancer's Chapter 11 plan on April 23, 2012. NEVADA CANCER: Piercy Bowler to Provide Audit Services ------------------------------------------------------ Nevada Cancer Institute asks the Bankruptcy Court to enter an order authorizing the employment of Piercy Bowler Taylor & Kern to serve as auditor effective as of Feb. 12, 2012. Both before and after the Chapter 11 petition date, the Debtor has received charitable donations for the specific purpose of engaging an auditor to audit the Debtor's 2010, 2011, and 2012 financial statements and its 2011 and 2012 employee benefit plans. The Debtor requires the auditing services in order to (i) comply with the terms of many of its grants and donations, (ii) comply with its annual reporting obligation under the Employee Retirement Income Security Act of 1974, (iii) maintain eligibility for federal financial assistance, and (iv) attract grants and donations going forward, as many philanthropic supporters of the Debtor are sophisticated donors who require that the Debtor obtain audited financial statements. Consequently, the Debtor believes that the retention of PBTK is in the best interests of its estate and creditors. The Debtor further believes that the compensation to be paid to PBTK is fair and reasonable given the scope of the services to be provided by PBTK. PBTK did not provide services to the Debtor prepetition, and does not hold a prepetition claim against the Debtor. The Debtor has agreed to pay PBTK's professional fees on account of services provided to the Debtor at PBTK's hourly rates and reimburse PBTK for costs and expenses incurred by PBTK in connection with this engagement. PBTK's current hourly rates range from $290 to $430 for principals, $205 to $235 for managers, $135 to $220 for senior associates, and $100 to $125 for staff associates. However, in light of the Debtor's nonprofit status and philanthropic mission, PBTK has agreed to discount the rates of the professionals. About Nevada Cancer Founded in 2002, Nevada Cancer Institute is a nonprofit cancer institute committed to advancing the frontiers of knowledge of cancer and reducing the burden of cancer on the people of Nevada.. It formerly maintained a state-of-the-art outpatient cancer treatment and research facility in the Summerlin area of Las Vegas. Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case No. 11-28676) on Dec. 2, 2011, blaming mounting financial pressures arising from the protracted decline in the economy, decreases in medical reimbursement rates from managed care payor entities, increases in operational costs, decreases in the amount and availability of charitable donations, a reduction in research funding opportunities and increased competition. Lisa Madar signed the petition as secretary. Chief Bankruptcy Judge Mike K. Nakagawa oversees the case. At a hearing in January, the bankruptcy judge approved the Debtor's request to employ, among others, Klee, Tuchin, Bogdanoff & Stern LLP, as bankruptcy counsel; Lewis and Roca LLP as reorganization co-counsel; Alvarez & Marsal Healthcare Industry Group LLC as the Debtor's restructuring advisors. Kurtzman Carson Consultants LLC serves as the Debtor's claims and noticing agent. The judge ruled in January that the appointment of a patient care ombudsman is not necessary. Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s. Cho., at Pachulski Stang Ziehl & Jones LLP, represents the Official Committee of Unsecured Creditors as counsel. Lenard E. Schwartzer, Esq., and Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm, represents the Committee as local counsel. Counsel for Bank of America, N.A., as agent for the prepetition lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The Regents of the University of California on behalf of its UC San Diego Health System, is represented by James W. Kapp, III, Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery. The Debtor underwent a significant prepetition operational restructuring, and, after commencing this case, sold the Flagship Building to the Regents of the University of California on behalf of its UC San Diego Health System in a Court-approved sale pursuant to Bankruptcy Code section 363 that closed on Jan. 31, 2012. The hearing on confirmation of Nevada Cancer's Chapter 11 plan on April 23, 2012. NEW ENTERPRISE: Moody's Lowers Corporate Family Rating to 'Caa1' ---------------------------------------------------------------- Moody's Investors Service downgraded, NESL's corporate family rating and probability of default rating to Caa1 from B3, senior unsecured notes to Caa3 from Caa2, and assigned Caa1 rating to the proposed $250 million senior secured cash-pay and PIK note offering due 2018. The rating outlook is stable. In a refinancing transaction NESL is issuing new $250 million senior secured cash-pay and PIK Notes due 2018 and entering into a new $170 million senior secured ABL revolving credit facility due 2017. The proceeds from the proposed note offering and the new ABL revolving credit facility will be used to repay current outstanding debt, including first lien term loan A and B, outstanding borrowings under the existing $135 million revolving credit facility, and other indebtedness. These rating actions were taken: Corporate family rating, downgraded to Caa1 from B3; Probability of default rating, downgraded to Caa1 from B3; Existing $250 million 11% senior unsecured notes due 2018, downgraded to Caa3 (LGD5, 84%) from Caa2 (LGD5, 81%); New $250 million senior secured cash-pay and PIK Notes due 2018, assigned Caa1 (LGD3, 44%); The rating outlook is stable. RATINGS RATIONALE The downgrades result from the company's weak operating performance as it grapples with ongoing soft demand in its key markets. As a result, operating margins have deteriorated below expectations, adjusted debt-to-EBITDA leverage exceeds previous expectations, and its interest coverage and liquidity remain weak. Additionally, it is Moody's expectation that various fiscal constraints at the federal and state levels, the expiration of the ARRA funding, and uncertainties around the extensions or re- establishments of infrastructure and transportation programs will continue to negatively affect the company's end market demand and put pressure on its operating performance, leaving limited opportunities for material improvement in the near term. As a result, without an improvement in earnings, debt-to-EBITDA leverage is likely to remain elevated or rise partially due to the PIK interest component of its senior secured notes. The Caa1 corporate family rating balances the company's modest scale, seasonality of its business, limited geographic diversification, concentration of business with Pennsylvania DOT, high financial leverage and relatively low operating margins against the company's adequate liquidity, historic resilience through various economic cycles, relative historic stability of public construction spending, multi-generational family stewardship, and prudent acquisition and growth strategy. The company has modest liquidity, despite being improved by the proposed refinancing transaction, which eliminated the majority of financial maintenance covenants and extended NESL's debt maturity profile to 2017 and 2018. However, the debt restructuring will result in significantly higher interest rates and weaker debt servicing measures. The stable outlook presumes the company will maintain sufficient liquidity through a cyclically weak period, and will ultimately rebuild balance sheet strength and financial flexibility. The rating would likely be downgraded if the company continues to experience declining profitability or if adjusted debt-to-EBITDA leverage exceeds 8.5x for an extended period of time or if liquidity and coverage metrics deteriorate. Given current weak end market conditions and the associated weak credit metrics as well as limited opportunities for material improvement, upward pressure on the ratings is unlikely in the intermediate term. However, over a longer time horizon, material de-levering resulting in adjusted debt-to-EBITDA consistently falling below 6.0x, and EBIT-to-Interest exceeding 1.5x combined with improved profitability could result in ratings upgrade. Building additional geographic diversity, scale, and customer diversity would also improve the company's credit risk profile. The principal methodology used in rating New Enterprise was the Global Building Materials Industry Methodology published in July 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. New Enterprise Stone & Lime, Co., Inc. is a privately held, vertically-integrated construction materials supplier, heavy/highway construction contractor, and traffic safety services and equipment provider. The company operates 52 quarries and sand deposits, 32 hot mix asphalt plants, 20 fixed and portable ready mixed concrete plants, five concrete production plants, three lime distribution centers, seven construction supply centers, and in its traffic safety equipment segment - five manufacturing facilities and a national network of sales facilities. NESL's operations are primarily concentrated in Pennsylvania and Western New York, with reach into the adjacent states including Delaware, Maryland, West Virginia, Virginia, and New Jersey. In the last twelve month period ending November 30, 2011, the company generated $694 million in revenues and $80 million in adjusted EBITDA. NEW ENTERPRISE: S&P Puts 'B-' Corp. Credit Rating on Watch Neg. --------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Pennsylvania--based New Enterprise Stone & Lime Co. Inc., including our 'B-' corporate credit rating, on CreditWatch with negative implications. "At the same time, we assigned a 'B-' issue-level rating to the proposed $250 million of senior secured notes due 2018 with a recovery rating of '3', indicating that lenders could expect meaningful (50% to 70%) recovery of principal in the event of a default," S&P said. "The CreditWatch listing follows New Enterprise's announcement that it plans to enter into a new $170 million asset-based revolving credit facility due 2017 and also issue $250 million of 13% senior secured notes due 2018," S&P said. "Based on our initial analysis, we have determined that if the transaction is completed as currently proposed, we would affirm our 'B-' corporate credit rating following the closing of the transaction," said Standard & Poor's credit analyst Thomas Nadramia. "We would also lower the rating on the company's $250 million 11% senior unsecured notes due 2018 to 'CCC' from 'B-', given the increased amount of senior obligations, which would reduce recovery prospects for this issue. The rating and stable outlook would reflect the fact that the company would not have any significant maturities until 2017, when its asset-based lending facility matures. In addition, we are projecting that the company will maintain 'adequate' liquidity during this period, given projected availability under its new credit line and the lack of financial ratio covenant requirements in the proposed capital structure." "However," added Mr. Nadramia, "should the proposed transaction fail to close, it is likely that we would lower the corporate credit rating to 'CCC' from 'B-', given the likelihood of constrained liquidity due to lack of cushion under financial ratio covenants in the existing bank term loan credit agreements. The lower rating would also reflect heightened refinancing risk associated with the maturity of the existing revolving credit facility in less than one year in January 2013." "In resolving the CreditWatch listing, we will monitor New Enterprise's progress in completing the proposed transaction. If the company successfully refinances its bank debt and closes on its new revolving credit facilities, we would likely affirm our current 'B-' corporate credit rating. If the transaction is not completed as planned, we would likely lower corporate credit and issue-level ratings to the 'CCC' category," S&P said. NIP COMPANY: Case Summary & Largest Unsecured Creditors ------------------------------------------------------- Debtor: The NIP Company aka NIP National Insurance Partners, Inc. NIP-RCG, Inc. 4501 Spanish Oaks Club Boulevard, No. 19 Austin, TX 78738 Bankruptcy Case No.: 12-10393 Chapter 11 Petition Date: February 28, 2012 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: H. Christopher Mott Debtor's Counsel: Thomas H. Grace, Esq. SPENCER CRAIN CUBBAGE HEALY & MCNAMARA PLLC 1177 West Loop South, Suite 1300 Houston, TX 77027 Tel: (713) 375-2451 Fax: (713) 375-2499 E-mail: hobank@spencercrain.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Retirement Capital Group, Inc. 12-10396 02/28/12 Assets: $10,000,001 to $50,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by C. William Pollock, chairman. A. NIP Company's List of Its Seven Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Bank Westlake Bank Note $1,800,000 P.O. Box 6469 Corpus Christi, TX 78466-6469 Frost Bank Bank Note $666,218 P.O. Box 34746 San Antonio, TX 78565 Select Capital Loan $500,000 700 Louisiana Street, Suite 4600 Houston, TX 77002-2845 C. William Pollock Loan $350,000 4501 Spanish Oaks Club Boulevard, Unit 19 Austin, TX 7873 Mansfield Group Ltd. Loan $250,000 Cosmo Palmieri ? Service Group 6907 N. Capital of Texas Highway P.O. Box 341180 Austin, TX 78734 Victory Construction Company, Ltd. Loan $250,000 Cosmo Palmieri ? Service Group 6907 N. Capital of Texas Highway P.O. Box 341180 Austin, TX 78734 Millet the Printer, Inc. Trade Debt $6,571 B. Retirement Capital's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ William L. MacDonald Loan, Contract $1,104,026 7555 Plein Aire San Diego, CA 92127 Bruce Knox Contract $600,000 75153 Merie Drive, Suite H Palm Desert, CA 92211 Arthur Laffer Loan $565,715 2909 Poston Avenue, 2nd Floor Nashville, TN 37203 California Bank & Trust Bank Loan $245,535 Buchanan Ingersoll & Rooney PC Attorney Fees $124,977 C. William Pollock Contract $79,769 Dave Stecher Contract $75,898 Laffer Associates Trade Debt $71,356 Andrew Myers Trade Debt $59,571 American Financial Systems, Inc. Trade Debt $44,700 Canon Financial Services, Inc. Trade Debt $43,977 Fulbright & Jaworski LLP Attorney Fees $31,549 Fidelity Investments Trade Debt $30,000 Betty Spining Wages $28,000 Jeffer Mangels Butler & Mitchell Attorney Fees $27,768 LLP Winston & Strawn LLP Attorney Fees $26,558 American Arbitration Association Services $26,300 Maxwell & Locke Ritter Attorney Fees $20,043 Richard Spaziano Trade Debt $18,729 California Bank & Trust Bank Loan $18,025 NPS PHARMACEUTICALS: Appoints FoldRx's G. Gemayel to Board ---------------------------------------------------------- NPS Pharmaceuticals, Inc., announced the appointment of Georges Gemayel, Ph.D., to its board of directors. Dr. Gemayel previously served as executive chairman of FoldRx Pharmaceuticals, Inc., president and chief executive officer of Altus Pharmaceuticals, Inc., executive vice president of Genzyme Corporation, and vice president, national specialty care of Roche. "It is with great pleasure that I welcome Georges to our board," said Peter G. Tombros, chairman of NPS Pharmaceuticals. "His extensive knowledge of the biopharmaceutical industry, understanding of the orphan products space, and successful commercial experience will be highly valuable as we prepare for the potential launches of Gattex and Natpara. We look forward to his contributions to our future success." Dr. Gemayel, 51, brings more than 20 years of pharmaceutical industry experience to the NPS board of directors. From 2008 to 2009 he served as president, chief executive officer, and director of Altus Pharmaceuticals, a biopharmaceutical company focused on oral and injectable protein therapeutics for patients with gastrointestinal and metabolic disorders. From 2003 to 2008, Dr. Gemayel was executive vice president of Genzyme Corporation where he was responsible for the company's global therapeutics businesses, which included lysosomal storage disorders, nephrology, transplant, endocrinology, and bio-surgery. Previously he served as vice president of the U.S. Specialty Care Business for Hoffmann-La Roche and as general manager of Hoffmann- La Roche Portugal. Dr. Gemayel completed his doctorate in pharmacy at Saint Joseph University in Beirut, Lebanon and earned a Ph.D. in pharmacology at Paris-Sud University, France. He currently serves as chairman of Syndexa Pharmaceuticals Corp. and chairman of Vascular Magnetics, Inc. and previously served as a director of Adolor Corporation and executive chairman of FoldRx Pharmaceuticals, Inc. About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it has not been profitable since its inception in 1986. As of Dec. 31, 2009, it had an accumulated deficit of $922.7 million. "Currently, we are not a self-sustaining business and certain economic, operational and strategic factors may require us to secure additional funds." The Company though believes its existing capital resources at Dec. 31, 2009, along with the receipt of $38.4 million from the sale of its REGPARA royalty stream, should be sufficient to fund its current and planned operations through at least Jan. 1, 2011. The Company reported a net loss of $27.63 million on $75.38 million of total revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $25.04 million on $65.37 million of total revenues for the same period a year ago. The Company reported a consolidated net loss of $31.44 million on $89.41 million of total revenue for the year ended Dec. 31, 2010, compared with a net loss of $17.86 million on $84.15 million of total revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $237.44 million in total assets, $276 million in total liabilities and a $38.56 million total stockholders' deficit. OILSANDS QUEST: Extends Offer Deadline for Assets Until April 27 ---------------------------------------------------------------- Oilsands Quest Inc. is continuing to work to restructure its affairs while under the protection of the Companies' Creditors Arrangement Act (Canada), with the assistance of a Monitor appointed by the Alberta Court of Queen's Bench. With the approval and support of the Monitor, Oilsands Quest has extended the deadline for offers under its current Solicitation Process. As well, the Company is working to reopen the sale process for the non-core Eagles Nest asset, following a default on the agreed deposit by the purchaser. Finally, Oilsands Quest has been granted an extension until May 18, 2012 to regain compliance with the listing standards of the NYSE Amex. Oilsands Quest is currently conducting a Court-approved process to solicit offers to acquire, restructure or recapitalize the Company, assisted by its financial advisor, TD Securities Inc. Binding offers under this process were originally due in March 2012. Several confidentiality agreements have now been signed with interested parties. Given the interest in the data room and the time required for potential purchasers to conduct their due diligence, Oilsands Quest is extending the deadline for offers under the process to April 27, 2012. In a development unrelated to the Solicitation Process, Oilsands Quest is working with the Monitor to reopen the sale process for its Eagles Nest asset. As previously announced, FAMA Capital Ltd. had signed a Purchase and Sale Agreement, approved by the Court, to buy the asset for CDN$7.0 million, with a deposit of CDN$400,000 due Feb. 24, 2012. However, FAMA did not make the deposit and the agreement was terminated. The details of the new sale process are still being finalized. Further to previous disclosure, Oilsands Quest received notice on February 24, 2012 from the staff of the NYSE Amex LLC that the Company remains out of compliance with certain of the Exchange's continued listing standards as set forth in Part 10 of the Exchange's Company Guide. Specifically, the Exchange noted that the Company is not in compliance with Section 1003(a)(iv) of the Company Guide because the Company has sustained losses which are so substantial in relation to the Company's overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether the Company will be able to continue operations and/or meet its obligations as they mature. The Company was afforded the opportunity to submit a plan of compliance to the Exchange and on Feb. 14, 2012 presented its most recent plan to the Exchange. In its letter of Feb. 24, 2012, the Exchange notified Oilsands Quest that it accepted the Company's plan of compliance and granted the Company an extension until May 18, 2012 to regain compliance with the continued listing standards. The Company will be subject to periodic review by Exchange Staff during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in the Company being delisted from the NYSE Amex. Trading in the common shares of Oilsands Quest remains suspended while the NYSE Amex determines whether to resume trading or to delist the Company for failure to meet listing requirements. About Oilsands Quest Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is exploring and developing oil sands permits and licenses, located in Saskatchewan and Alberta, and developing Saskatchewan's first commercial oil sands discovery. The Company reported a net loss of US$10.3 million for the six months ended Oct. 31, 2011, compared with a net loss of US$25.1 million for the six months ended Oct. 31, 2010. The Company's balance sheet at Oct. 31, 2011, showed US$156.6 million in total assets, US$33.3 million in total liabilities, and stockholders' equity of US$123.3 million. As at Oct. 31, 2011, the Company had a deficit accumulated during the development phase of US$721.7 million. On Nov. 29, 2011, the Company and certain of its subsidiaries voluntarily commenced proceedings under the CCAA obtaining an Initial Order from the Court of Queen's Bench of Alberta (the "Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101- 16110. The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands Quest Sask Inc., Township Petroleum Corporation, Stripper Energy Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest Technology, Inc. Under the Initial Order, Ernst & Young, Inc., was appointed by the Court to monitor the business and affairs of the Oilsands Entities. Neither of Oilsands' other subsidiaries, 1259882 Alberta, Ltd., and Western Petrochemical Corp., have filed for creditor protection. Oilsands Quest obtained a May 18, 2012 extension of the order providing creditor protection under the Companies' Creditors Arrangement Act (Canada). ON SEMICONDUCTOR: S&P Affirms 'BB' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Phoenix-based ON Semiconductor Corp. to positive from stable. "At the same time, we affirmed our existing ratings on the company, including the 'BB' corporate credit rating," S&P said. "At the same time, we affirmed our 'BB' corporate credit rating on subsidiary Semiconductor Components Industries LLC and revised our outlook to positive from stable," S&P said. "The outlook revision to positive reflects ON's cash flow resiliency through the current industry inventory correction and the impact of external shocks from natural disasters in Japan and Thailand during the past year on its operations," said Standard & Poor's credit analyst Andrew Change. "We anticipate that the industrywide semiconductor inventory correction will be largely completed by the first quarter of 2012, with sequential improvements through the remainder of the year," S&P said. "We expect ON's full-year revenues and EBITDA margin to be lower year over year in 2012 due to the residual impact from Thailand flooding," added Mr. Chang, "but also anticipate that the company will be able to sustain adjusted leverage at or below mid-2x through the cycle while generating consistent cash flow." "Standard & Poor's views ON's business risk profile as 'fair' according to our criteria. The company is a vertically integrated manufacturer of logic, power, and analog integrated circuits, and discrete semiconductors with over 42,000 products and nearly 50 billion units shipped in 2011. The analog and discrete markets remain highly fragmented but ON maintains leadership in certain submarkets, especially in high-performance, energy-efficient products. ON's diverse end markets and customer base also provide a degree of revenue stability," S&P said. "The acquisition of SANYO Semiconductor in early 2011 increased ON's scale and continues the evolution of its business model toward a primarily proprietary analog semiconductor provider with less reliance on lower margin standard products. For now, however, ON generates margins that are below both its pre-SANYO period and those of many of its peers, reflecting SANYO's below-average margins and ON's still significant exposure to commodity-like products. In addition, the confluence of an industry inventory correction, the tsunami in Japan, and flooding in Thailand have severely affected overall profitability, especially within SANYO," S&P said. "The positive outlook reflects our expectation that ON will continue to generate good cash flow through 2012. We anticipate that revenues and profitability are likely to decline in the near term due to the effects of the inventory correction and Thailand flooding. If ON can improve its profitability through the successful integration of SANYO and fab consolidation while maintaining debt to EBITDA at or below the mid-2x area, we would consider raising the rating," S&P said. "Alternatively, if operating performance remains challenged, or if the company pursues a more aggressive financial policy via a sizable debt-financed acquisition or shareholder returns, resulting in leverage above 3x, we could revise the outlook to stable," S&P said. OXNARD POTTER'S: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Oxnard Potter's Village Plaza De Oro, LLC 2249 Rafael Terrace Glendale, CA 91208 Bankruptcy Case No.: 12-16888 Chapter 11 Petition Date: February 27, 2012 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Ernest M. Robles Debtor's Counsel: M Jonathan Hayes, Esq. LAW OFFICE OF M JONATHAN HAYES 9700 Reseda Bl, Suite 201 Northridge, CA 91324 Tel: (818) 882-5600 Fax: (818) 882-5610 E-mail: jhayes@hayesbklaw.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 eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-16888.pdf The petition was signed by Nasrollah Nick Dassian, managing member. PAWTUCKET ASPHALT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Pawtucket Asphalt Corporation 25 Concord Street Pawtucket, RI 02860-3423 Bankruptcy Case No.: 12-10602 Chapter 11 Petition Date: February 27, 2012 Court: U.S. Bankruptcy Court District of Rhode Island (Providence) Judge: Arthur N. Votolato Debtor's Counsel: Andrew S. Richardson, Esq. BOYAJIAN HARRINGTON & RICHARDSON 182 Waterman Street Providence, RI 02906 Tel: (401) 273-9600 E-mail: andy@bhrlaw.com Scheduled Assets: $2,969,264 Scheduled Debts: $6,427,179 The Company?s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/rib12-10602.pdf The petition was signed by Jeffrey S. Joaquin, president. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- International Paving Corporation 12-10603 02/27/12 PNA ENTERPRISE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: PNA Enterprise, LLC P.O. Box 711185 San Diego, CA 92171 Bankruptcy Case No.: 12-02571 Chapter 11 Petition Date: February 27, 2012 Court: United States Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Michael A. Feldman, Esq. LAW OFFICES OF MICHAEL FELDMAN 2398 San Diego Avenue, Suite B San Diego, CA 92110 Tel: (619) 297-5811 Fax: (619) 297-5915 E-mail: brfcase1@aol.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Kim P. Huynh, managing member. PROSPECT MEDICAL: S&P Affirms 'B' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Los Angeles-based Prospect Medical Holdings Inc. to positive from stable. At the same time, Standard & Poor's affirmed its ratings on the company, including the 'B' corporate credit rating. "Our ratings on Prospect reflect our expectation that its recent acquisition of Nix Health System and improvements in the company's existing operations this year will benefit its financial risk profile," said Standard & Poor's credit analyst David Peknay. The key reasons are the expected impact of the Feb. 1, 2012, acquisition of Texas-based Nix Health System, greater clarity on the near-term impact from California's provider tax receipts, and updated expectations of Prospect's financial performance for 2012. "The ratings on Prospect reflect an 'aggressive' financial risk profile. In Standard & Poor's opinion, Prospect has a 'vulnerable' business risk profile due to its relatively undiversified business portfolio and its concentration of profits in a small number of hospitals," S&P said. "Although the Nix acquisition (which closed Feb. 1, 2012) modestly eases Prospect's concentration in California, the rating continues to consider the potential for cuts in supplemental payments to Prospect's operations in both California and Texas. We believe the loss or reduction of these payments could have a large impact on Prospect's financial risk profile," Mr. Peknay said. Reimbursement risk from third-party payors is the most influential factor affecting future earnings and cash flow. The status of the supplemental payments Prospect's hospitals receive will be a key factor in considering an upgrade. PROMENADE PARTNERS: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Promenade Partners, LLC 6221 O'Conner Street, Suite 200 Raleigh, NC 27617 Bankruptcy Case No.: 12-01485 Chapter 11 Petition Date: February 27, 2012 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: George M. Oliver, Esq. OLIVER FRIESEN CHEEK, PLLC P.O. Box 1548 New Bern, NC 28563 Tel: (252) 633-1930 Fax: (252) 633-1950 E-mail: efile@ofc-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its four largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nceb12-01485.pdf The petition was signed by Clark D. East, managing member. Affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Captain Van Dyke Trust 10-14973 07/15/10 The Shops at Promenade, LLC 11-02000 03/16/11 QUALITY DISTRIBUTION: Swings to $5.4-Mil. Fourth Quarter Profit --------------------------------------------------------------- Quality Distribution, Inc., reported net income of $5.47 million on $178.75 million of total operating revenues for the three months ended Dec. 31, 2011, compared with a net loss of $10.68 million on $165.76 million of total operating revenues for the same period a year ago. The Company reported net income of $23.43 million on $745.95 million of total operating revenues for the year ended Dec. 31, 2011, compared with a net loss of $7.40 million on $686.59 million of total operating revenue during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $302.39 million in total assets, $408.58 million in total liabilities and a $106.18 million total shareholders' deficit. "I am very pleased with the Company's growth in earnings this quarter versus the fourth quarter of last year," said Gary Enzor, Chief Executive Officer. "The typical sequential decline in fourth quarter revenues was more than offset by improvements in certain cost areas, and by new and profitable energy logistics business. During the fourth quarter, we continued our expansion beyond the Marcellus Shale and began hauling oil in the Eagle Ford Shale. We are focused on exploring additional opportunities in these and other shale regions, including potential acquisitions, as we believe this market will continue to be a significant driver of our future growth." A full-text copy of the press release is available at: http://is.gd/jqHlcc About Quality Distribution Quality Distribution, LLC, and its parent holding company, Quality Distribution, Inc., are headquartered in Tampa, Florida. The company is a transporter of bulk liquid and dry bulk chemicals. The company's 2010 revenues are approximately $686 million. Apollo Management, L.P., owns roughly 30% of the common stock of Quality Distribution, Inc. * * * As reported by the Troubled Company Reporter on Feb. 18, 2011, Moody's Investors Service said the $38 million public offering of 4 million shares of Quality Distribution's common stock on Feb. 9, 2011, does not affect Quality's 'Caa1' corporate family and probability of default ratings with a positive outlook. However, Moody's notes that the intended debt reduction at par from $17.5 million of the proceeds would be viewed favorably. In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings Services said that it has raised its corporate credit ratings on U.S.-based Quality Distribution Inc. to 'B' from 'B-'. S&P also removed the ratings from CreditWatch, where S&P had placed them with positive implications on Oct. 28, 2010, following the launch of the bond offering. The outlook is stable. "The rating action reflects the improvement in Quality Distribution's financial profile after completing its refinancing," said Standard & Poor's credit analyst Anita Ogbara. "Following the transaction, S&P expects Quality Distribution to benefit from lower interest expense, improved cash flow adequacy, and a substantial reduction in debt maturities over the next few years." QUEST DEVELOPMENT: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Quest Development Company, L.L.C. 2643 Hidden Canyon Lane Sandy, UT 84092 Bankruptcy Case No.: 12-22206 Chapter 11 Petition Date: February 28, 2012 Court: U.S. Bankruptcy Court District of Utah (Salt Lake City) Judge: William T. Thurman Debtor's Counsel: John S. Chindlund, Esq. PRINCE YEATES AND GELDZAHLER 175 East 400 South, #900 Salt Lake City, UT 84111 Tel: (801) 524-1000 Fax: (801) 524-1098 E-mail: jsc@princeyeates.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its five largest unsecured creditors is available for free at: http://bankrupt.com/misc/utb12-22206.pdf The petition was signed by Hans J. Berger, managing agent. R. COREY: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------ Debtor: R. Corey Jackson DDS, LLC 40 W. Caldwell Street, Suite 101 Mount Juliet, TN 37122 Bankruptcy Case No.: 12-01875 Chapter 11 Petition Date: February 27, 2012 Court: U.S. Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Marian F. Harrison Debtor's Counsel: Elliott Warner Jones, Esq. EMERGE LAW, PLC 1600 Division Street, Suite 675 Nashville, TN 37203 Tel: (615) 916-5264 E-mail: elliott@emergelaw.net - and ? Warner Jones, Esq. EMERGE LAW PLC 1600 Division Street, Suite 675 Nashville, TN 37203 Tel: (615) 916-5262 Fax: (615) 916-5261 E-mail: warner@emergelaw.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its eight largest unsecured creditors is available for free at: http://bankrupt.com/misc/tnmb12-01875.pdf The petition was signed by R. Corey Jackson, managing member. R&G MORTGAGE: Files for Chapter 11 With Liquidating Plan -------------------------------------------------------- R&G Mortgage Corporation, the mortgage banking and servicing subsidiary of a failed bank in Puerto Rico, has filed a Chapter 11 bankruptcy petition (Bankr M.D. Fla. Case No. 12-01360) with a liquidating Chapter 11 plan. The Chapter 11 plan filed in the bankruptcy court in Jacksonville, Florida on March 1, 2012, contemplates a sale of the remaining assets to pay claims and interests. The Debtor estimated assets of up to $50 million and debts of up to $10 million. Prior to filing bankruptcy, the Debtor liquidated most of its business and assets and converted them to cash. As of the Petition Date, the Debtor held $4.3 million in a bank account at BB&T Bank in Jacksonville, Florida. The Debtor's remaining assets include approximately 36 mortgage loans, with an aggregate unpaid principal balance of approximately $3.2 million and an estimated fair market value of approximately $2.3 million. MassMutual holds a lien on 26 of these mortgage loans, which collectively have an unpaid principal balance of approximately $2 million. The Debtor owns five houses acquired through foreclosure or deed-in-lieu transactions, all of which are of questionable value or have title issues which prevented them from being sold in the real estate auctions previously conducted by the Debtor. Sale of Remaining Assets According to the explanatory Disclosure Statement, the Plan provides for the sale of the Debtor's remaining, saleable assets, with the sale proceeds and the Debtor's existing cash on hand to be applied to payment of Claims and Interests generally in the order of priority established by the Bankruptcy Code, except that the claim of the Federal Deposit Insurance Corporation, in its capacity as Receiver for R-G Premier Bank of Puerto Rico, for reimbursement for the prepetition costs and expenses of FDIC-R's full-time employees who provided management and administrative services as agent for the Debtor, will only be paid by the Debtor after the Class 6 General Unsecured Claims of the Debtor are paid in full. The Debtor is the defendant in roughly 34 pending lawsuits and administrative proceedings. Eight of the pending lawsuits are brought by Debtor's former employees asserting claims for employment discrimination, wrongful termination or seeking severance payments provided under certain circumstances by a Puerto Rico statute known as "Law 80." The Plan provides each Employee Lawsuit Claim with an allowed general unsecured claim in the amount of $5,000, unless the plaintiff files a proof of claim in a different amount, in which case the entire claim will be treated as disputed, the Debtor will contest the entire claim and the Bankruptcy Court will resolve the dispute as part of the claim objection process. Seventeen of the pending lawsuits against the Debtor assert claims against the Debtor for failure to make loans or provide extensions and other types of lender-liability claims. The Plan provides each Lender-Liability Lawsuit Claim with an allowed general unsecured claim in the amount of $15,000, unless the claimant files a proof of claim in a different amount, in which case the entire claim will be treated as disputed, the Debtor will contest the entire claim and the Bankruptcy Court will resolve the dispute as part of the claim objection process. Full-Payment If Offers Accepted The Debtor has substantial contingent liability to Massachusetts Mutual Life Insurance Company arising from the sale in 2004 of approximately $8 million of mortgage loans. MassMutual's collateral currently consists of 26 mortgage loans with an aggregate unpaid principal balance of $2 million and cash representing payments under the pledged mortgage loans. The Plan provides for MassMutual to receive 11 mortgages with an aggregate value of approximately $900,000 with the remaining 15 mortgage loans and approximately $90,000 of cash being returned to the Debtor free of liens and claims. The Debtor also owes FDIC-R more than $500,000 for reimbursement of prepetition costs and expenses of FDIC-R's full time employees who provided management and administrative services to the Debtor pursuant to a written contract. The Plan provides that FDIC-R's claim will only be paid after payment in full of Class 6 General Unsecured Creditors. If the holders of the Employment Lawsuit Claims and Lender- Liability Lawsuit Claims accept the allowed general unsecured claims proposed in the Plan and the tax claims are either substantially reduced or disallowed, and assuming unanticipated claims are not filed, the Debtor presently anticipates that sufficient funds will be available to pay all the claims in full. However, if the Debtor is required to expend substantial resources on attorneys fees to litigate the various types of lawsuit claims, some of the plaintiffs succeed in establishing very large allowed claims and the tax claims are allowed in full, the Debtor will not have the money to pay creditors in full. Holders of Claims in Class 2 (Secured Claim of MassMutual), Class 6 (General Unsecured Claims) and Class 7 (Unsecured Claim of FDIC-R for administrative support services) are impaired and will receive distribution under the Plan and thus entitled to vote on the Plan. Road to Bankruptcy R&G Mortgage Corp. and R-G Premier Bank of Puerto Rico, a Puerto Rican chartered bank, were subsidiaries of R&G Financial Corp. In February, 2009, RG Mortgage transferred its business of origination of mortgage loans to RG Bank while retaining the business of servicing mortgage loans for RG Bank and third parties. On April 28, 2010, RG Financial transferred 100% of the stock of RG Mortgage to RG Bank in satisfaction of certain intercompany receivables between the entities. On April 30, 2010, RG Bank was closed by the Office of the Commissioner of Financial Institutions of the Commonwealth of Puerto Rico and the Federal Deposit Insurance Corporation ("FDIC-R") was appointed as its receiver. As a result, FDIC-R became the sole shareholder of RG Mortgage on the Closing Date. RG Mortgage and FDIC-R entered into a subsidiary agency agreement, dated April 30, 2010 pursuant to which FDIC, acting as agent for RG Mortgage, provides administrative, accounting, management and support services to RG Mortgage on a direct reimbursement of cost basis. RG Mortgage has not reimbursed FDIC for its direct internal costs, such as the expenses of the FDIC employees who have handled the liquidation of RG Mortgage's assets and resolution of pending claims. As a result of the failure of RG Bank and the severe economic recession and difficulties in the residential real estate and credit markets, RG Mortgage had no value as a going concern and FDIC-R determined the most prudent strategy was to liquidate RG Mortgage as quickly and as efficiently as possible. The day-to-day operation of RG Mortgage is managed by Edward Gilman, President of RG Mortgage, with assistance from Quantum G&A Joint Venture, a contractor retained by RG Mortgage pursuant to a contract negotiated by FDIC-R to provide management, accounting and administrative services for RG Mortgage. Prescient, Inc., a contractor retained by RG Mortgage pursuant to a contract negotiated by FDIC-R, provides property management services and real estate advice relating to the management and liquidation of RG Mortgage's ORE and other real estate assets. The Chapter 11 Case RG Mortgage believes it should have sufficient financial resources to pay all of its legitimate debts. However, the 34 pending lawsuits and almost $1 million of disputed CRIM-related real estate tax claims interject substantial uncertainty and potential unfairness into the liquidation process. Given the "race-to-the courthouse" approach of civil litigation, if a plaintiff wins a very large judgment and levies on the Debtor's assets, such creditor will be paid in full and other creditors may receive nothing. Moreover the delay and expense of trying to resolve 34 lawsuits may exhaust the Debtor's assets, even if the Debtor wins every case. The bankruptcy process provides a more efficient, faster and fairer procedure for addressing conflicting creditor claims. The Debtor on the Petition Date filed with the Bankruptcy Court a motion to engage the FDIC-R as management agent. It also filed a motion to hire Quantum and employ Prescient to provide real estate and advisory services. A motion to sell remaining real estate in the ordinary course of business was also filed. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/RG_Mortgage_Plan_Outline.pdf R&G MORTGAGE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: R&G Mortgage Corporation fdba Mortgage Store of Puerto Rico, Inc. 7777 Baymeadows Way West Jacksonville, FL 32256 Bankruptcy Case No.: 12-01360 Chapter 11 Petition Date: March 1, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Gardner F. Davis, Esq. FOLEY & LARDNER LLP P.O. Box 240 Jacksonville, FL 32201 Tel: (904) 359-2000 Fax: (904) 359-8700 E-mail: gdavis@foley.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Edward W. Gilman, president. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Centro de Recaudacion de Taxes $816,860 Ingresos Municipales Oficina Central P.O. Box 195387 San Juan, PR 00919-5387 Departmento de Hacienda Taxes $238,360 P.O. Box 9024140 San Juan, PR 00902-4140 Municipio de San Juan Taxes Due $116,131 Departmento de Finanzas P.O. Box 70179 San Juan, PR 00936-8179 Jorge Luis Ramos Rivera Judgment Entered $66,000 Municipio de San Juan Taxes $60,127 U.S. Department of Housing Mortgage Insurance $39,109 and Urban Development Premiums BNY Mellon Services Performed $26,900 BBP Retail Properties, LLC Suites terminated $26,431 Felicita Ortiz Sanchez Judgment Entered $18,000 Eufemio Martinez Cintron Services Performed $6,555 Arlene Rivera Benitez Services Performed $4,590 Autoridad de Energia Services Provided $3,253 Faccio & Pabon-Roca Law Offices Services Performed $3,125 CT Corp. Services Performed $344 ADT Security Services Services Provided $181 Autoridad de Acueductos Services Provided Unknown Carlos Valcarcel, Inc. Services Performed Unknown Colon Santana & Assoc. Services Performed Unknown Fiddler Gonzalez & Rodriguez Services Performed Unknown Hato Rey Title Ins. Services Performed Unknown RADIO SYSTEMS: S&P Lowers Corporate Credit Rating to 'B-' --------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Radio Systems Corp. (RSC) to 'B-' from 'B'. The outlook is stable. "At the same time we lowered our issue-level rating on the $225 million senior secured facility, which includes a $75 million revolving credit facility due 2015 and $150 million term loan due 2015, to 'B' from 'B+'. The recovery rating remains '2', indicating our expectation for substantial (70%-90%) recovery of principal in the event of default," S&P said. "We believe the company will have less than 10% cushion on its fixed charges covenant through early 2012," said Standard & Poor's credit analyst Stephanie Harter. "We estimate the company's adjusted EBITDA for 2011 was below our projections, particularly in its fourth quarter results." "Standard & Poor's rating on RSC reflects our belief the company will continue to have a 'highly leveraged' financial profile and 'vulnerable' business risk profile, as our criteria define these terms. Key credit factors in our assessment of the company's business risk include our view that the company will continue to have a narrow business focus, discretionary product offerings, some customer concentration, exposure to technology risk, and risks related to outsourcing substantially all of its manufacturing to third parties," S&P said. RSC continues to have a narrow product focus in the highly competitive pet supplies industry. The company leads the niche wireless pet containment and training market. "The stable outlook reflects our opinion that credit metrics will remain near current levels over the next 12 months, but further volatility in earnings could result in constrained liquidity. We could consider lowering the rating or revising the outlook to negative if the company's covenant cushions decline further, if operating performance deteriorates, or if financial policy becomes more aggressive, resulting in limited availability on its revolving credit facility or a further weakening of credit measures. We could consider an upgrade if covenant cushion improves to and is sustained at the level of at least 15% on the total leverage and fixed-charge covenants, along with improved and sustainable operating performance and credit metrics. EBITDA less capital expenditures would need to increase about 8% from current levels (assuming fixed-charge levels remains constant) for this to occur," S&P said. RCN TELECOM: Moody's Affirms 'B1' Corporate Family Rating --------------------------------------------------------- Moody's Investors Service assigned a B1 rating to the proposed incremental $125 million first lien term loan of RCN Telecom Services, LLC (RCN). Moody's also affirmed RCN's B1 corporate family rating and the stable outlook. Moody's expects the company to use proceeds primarily to fund a dividend to its private equity owners, ABRY Partner, LLC and Spectrum Equity. The transaction increases leverage to the high 4 times debt-to-EBITDA range from the low 4 times range, positioning the company weakly within its B1 corporate family rating (CFR). However, the rating built in the likelihood of a return of capital to sponsors, and Moody's expects leverage to fall to the low to mid 4 times range over the 18 months, more appropriate for the rating. Also, Moody's forecasts continued positive free cash flow even with the incremental interest expense (estimated at approximately $8 million on an annual basis). RCN Telecom Services, LLC -- $125M Senior Secured Term Loan due August 2016, Assigned B1, LGD3, 35% -- $40M Senior Secured Revolver due August 2015, Affirmed B1, LGD adjusted to LGD3, 35% from LGD3, 32% -- $560M Senior Secured Term Loan due August 2016, Affirmed B1, LGD adjusted to LGD3, 35% from LGD3, 32% -- Affirmed B1 Corporate Family Rating -- Affirmed B2 Probability of Default Rating Outlook, Stable RATINGS RATIONALE Despite RCN's high leverage, the ability to generate positive free cash flow from its attractively bundled video, high speed data and voice services in densely populated markets supports its B1 corporate family rating. The financial sponsor ownership constrains the rating -- notwithstanding expectations for an intermediate term decline in leverage from both EBITDA growth and debt reduction, over the longer term the equity owners will likely seek incremental returns of capital, which could lead to an increase in leverage or limit the application of free cash flow to debt reduction. As an overbuilder in most markets, RCN faces intense competition from larger and better capitalized cable, direct broadcast satellite (DBS) and telecom operators. The company's upgraded network allows it to offer an attractive package, but price pressure remains a risk, and the battle for subscribers could limit growth (albeit less so in the Lehigh Valley market, which represents about one-third of EBITDA and in which RCN acts as an incumbent). The lack of scale together with weak margins relative to comparably sized cable peers also constrains the rating. The stable rating outlook incorporates expectations for positive free cash flow and revenue and EBITDA growth, with Moody's- adjusted debt-to-EBITDA trending to the mid 4 times range over the next 18 months and the low 4 times thereafter. The current leverage profile, lack of scale, the overbuilder model, and the financial sponsor ownership limit upward ratings momentum. However, Moody's could consider a positive action with a commitment to a more conservative financial profile characterized by leverage trending toward and remaining below 3.25 times debt- to-EBITDA on a sustained basis. An upgrade would also require good liquidity and evidence of improved subscriber trends. Deteriorating operating performance or an inability to lower leverage to 4.5 times over the next 18 months could pressure the rating down. Over the longer term another debt-financed dividend or an acquisition resulting in leverage sustained about 4.5 times debt-to-EBITDA could warrant a downgrade. An erosion of the liquidity profile could also have negative ratings implications. The principal methodology used in rating RCN was the Global Cable Television Industry Methodology published in July 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Based in Princeton, New Jersey, RCN Telecom Services, LLC (RCN) provides bundled cable, high-speed Internet and voice services to residential and small-medium business customers primarily located in high-density Northeast (Washington, D.C.; Philadelphia and Lehigh Valley, PA; New York City; Boston) and Chicago markets. The company serves approximately 334 thousand video, 325 thousand high speed data, and 197 thousand voice customers, and its annual revenue is approximately $560 million. ABRY Partners, LLC owns approximately two-thirds of the company, Spectrum Equity owns approximately 20%, and management and other equity investors own the remainder. ROBERT E. DERECKTOR: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Robert E. Derecktor Inc. 311 East Boston Post Road Mamaroneck, NY 10543 Bankruptcy Case No.: 12-22393 Chapter 11 Petition Date: February 27, 2012 Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Dawn K. Arnold, Esq. RATTET PASTERNAK, LLP 550 Mamaroneck Avenue Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 E-mail: darnold@rattetlaw.com - and ? Julie A. Cvek, Esq. RATTET PASTERNAK, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 E-mail: jcvek@rattetlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Kenneth Fisher, CFO. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Derecktor Shipyards Conn. LLC 12-50103 01/20/12 ROBERT'S CREEK: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Robert's Creek Seafood, Inc. aka Roberts Creek Corporation 546 E. Mercury Boulevard Hampton, VA 23663 Bankruptcy Case No.: 12-50293 Chapter 11 Petition Date: February 27, 2012 Court: U.S. Bankruptcy Court Eastern District of Virginia (Newport News) Judge: Stephen C. St. John 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: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/vaeb12-50293.pdf The petition was signed by Charles Thomas Catlett, president. ROSEWOOD CARE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Rosewood Care Center, Inc. of Swansea 11701 Borman Drive, Suite 315 St. Louis, MO 63146 Bankruptcy Case No.: 12-30354 Chapter 11 Petition Date: February 28, 2012 Court: United States Bankruptcy Court Southern District of Illinois (East St Louis) Debtor's Counsel: Steven M Wallace, Esq. KUNIN LAW OFFICES LLC 1606 Eastport Plaza Dr Suite 110 Collinsville, IL 62234 Tel: (618) 215-4803 Fax: (855) 235-1335 E-mail: swallace@kuninlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilsb12-30354.pdf The petition was signed by Larry Vander Maten, president and secretary. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Swansea Real Estate, Inc. 12-30355 02/28/12 RTL-WESTCAN: DBRS Confirms Issuer Rating at 'B' ----------------------------------------------- DBRS has confirmed the Issuer Rating of RTL-Westcan Limited Partnership at B (high) and has changed the trend to Stable from Negative. The trend change reflects a material improvement in operating performance in fiscal 2011 (year ending October 31) and, consequently, in financial ratios as the Partnership applied the increased free cash flow toward debt reduction. With RTL- Westcan's financial ratios in line with DBRS's expectations for the rating and adequate liquidity, previous downward pressure on the rating is now alleviated. Pursuant to DBRS's leveraged finance rating methodology, DBRS has also confirmed the recovery rating of RR3 and an associated BB (low) rating on the Partnership's Senior Secured (Second Lien) Debt. The trend on the Senior Secured (Second Lien) Debt has also been changed to Stable from Negative. Since its acquisition of ECL Transportation Ltd. (ECL) in April 2010, RTL-Westcan has been a market leader in the niche segment of providing hauling service for fuel, bulk products (including grain, fertilizer, anhydrous ammonia, sulphur, lime, salt and coal) and asphalt, with a focus on the western and northern Canadian markets. With one of the largest fleets in the region and good supporting facilities, the Partnership has a strong market position, ranking among the top three players and capturing at least 30% market share in each product segment. Although the trucking industry is fragmented, there is a material barrier of entry in RTL-Westcan's specific niche segment, created by the need to invest in and efficiently manage a specialized fleet, as well as safety requirements for hauling hazardous or inflammable goods and capability required to handle transport in harsh weather conditions. This, in combination with the Partnership's ownership of supporting facilities, should help make RTL-Westcan's market position defendable and limit future competition. Hauling remains the core and dominant business segment, generating more than 80% of revenue and EBITDA, while the Construction and Aviation divisions operate mainly to support the needs of its customers, which require logistics support for the facilities they operate in remote areas. DBRS considers the trucking industry highly cyclical and, as a relatively small niche player serving specific industry segments in a focused geographic region, RTL-Westcan is exposed to specific factors that could affect its revenue and earnings. Demand for its hauling services could be affected by demand and prices of fuel and other bulk commodities, as well as by weather conditions affecting agricultural and road construction activities, and demand for heating fuel and winter road transports. In addition, while industry competition keeps pricing competitive, hauling operators have limited control over a number of cost items such as fuel and labour. This was evidenced in fiscal 2009 and 2010 when a combination of factors (weak economic conditions, unfavourable weather patterns, driver shortages and increased maintenance costs) resulted in EBITDA that was 25% to 30% lower than the level seen in fiscal 2008. We understand that RTL-Westcan has taken measures to reduce revenue and earnings volatility by (1) supplementing its year- round baseload fuel hauling business with other products that have different seasonal peaks, (2) replacing part of its fleet acquired from ECL with newer and more fuel-efficient vehicles and (3) focusing on hiring and training new drivers to alleviate driver shortages. We believe that these efforts would only partly reduce the magnitude of the impact on earnings if conditions in fiscal 2010 were to repeat themselves, and would not entirely mitigate the inherent volatility of the industry. Despite the industry risks mentioned above, RTL-Westcan has a proven track record of performance and safety, which allows it to maintain long-established business relationships with mining and oil and gas operators in the region and enter into medium-term contracts (typically with three to five years of duration) with these clients. More than three-quarters of RTL-Westcan's revenue is generated by these contracts. These relationships provide a degree of earnings and cash flow stability and the Partnership has been able to generate about $10 million to $15 million in free cash flow annually under normal business conditions. Hence, with the return to normal business conditions in fiscal 2011, RTL- Westcan was able to use the free cash flow to reduce debt to a more sustainable level and improve its financial ratios to levels more consistent with its rating. DBRS expects the Partnership's debt coverage metrics to remain relatively stable in fiscal 2012, as much of the projected operating cash flow would be used to finance a higher projected level of capital expenditure, mainly related to additional tractors and trailers to expand its fleet and to replace some older vehicles. Therefore, further debt reduction and improvement in financial ratios during the year would likely be modest. While RTL-Westcan's cash flow coverage metrics are now consistent with the current ratings, DBRS believes that it is necessary for the Partnership to sustain these metrics for the next one to two years to maintain the rating. Therefore, rating upside during this time frame is rather limited. Conversely, RTL-Westcan's rating could come under pressure again if a congruence of unfavourable conditions were to reappear (as in fiscal 2010) or if the Partnership decides to adopt a more aggressive growth strategy that materially increases its debt level or leads it to enter businesses with materially higher business risks. RYLAND GROUP: Incurs $5.7 Million Net Loss in 2011 -------------------------------------------------- The Ryland Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $50.75 million on $890.73 million of total revenues in 2011, a net loss of $85.14 million on $1 billion of total revenues in 2010, and a net loss of $162.47 million on $1.18 billion of total revenues in 2009. The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion in total assets, $1.09 billion in total liabilities and $483.91 million in total equity. A full-text copy of the Form 10-K is available for free at: http://is.gd/YnIAl3 About Ryland Group Headquartered in Calabasas, California, The Ryland Group, Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's largest homebuilders and a leading mortgage-finance company. Since its founding in 1967, Ryland has built more than 285,000 homes and financed more than 240,000 mortgages. The Company currently operates in 15 states and 19 homebuilding divisions across the country and is listed on the New York Stock Exchange under the symbol "RYL." * * * As reported by the Troubled Company Reporter on June 21, 2010, Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer Default Rating at 'BB'; and Senior unsecured debt at 'BB'. The Rating Outlook has been revised to Stable from Negative. Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3" probability of default rating, "Ba3" senior unsecured notes rating, and "SGL-2" speculative grade liquidity rating. Ryland Group carries Standard & Poor's Ratings Services' 'BB-' corporate credit and senior unsecured note ratings. In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has downgraded its ratings for Ryland Group, Inc., including the company's Issuer Default Rating (IDR) to 'BB-' from 'BB'. The Rating Outlook has been revised to Negative from Stable. The downgrade in RYL's IDR and senior unsecured ratings reflects the still very challenging U.S. housing market which is likely bouncing on the bottom, following a massive cyclical correction. With the recent softening in the economy and lowered economic growth expectations for 2011 and 2012, the environment may at best only support a relatively modest recovery in housing metrics over the next year and a half. Moreover, RYL's underperformance relative to its peers in certain operational and financial categories during recent quarters, and its slimming cash position penalizes the ratings and influences the Outlook. SAAB AUTOMOBILE: U.S. Unit OKs Ch. 11, Hires Restructuring Chief ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Saab Cars North America Inc. didn't oppose the involuntary bankruptcy petition and was inducted into Chapter 11 by a U.S. bankruptcy judge in Delaware. As its first official act, Saab Cars filed papers for permission to hire James V. McTevia as chief restructuring officer. He will be charged with selling the assets and winding down operations. About Saab Cars N.A. More than 40 U.S.-based Saab dealerships have signed an involuntary chapter 11 bankruptcy petition for Saab Cars North America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30, 2012. The petitioners, represented by Wilk Auslander LLP, assert claims totaling $1.2 million on account of "unpaid warranty and incentive reimbursement and related obligations" and/or "parts and warranty reimbursement." Leonard A. Bellavia, Esq., at Bellavia Gentile & Associates, in New York, signed the Chapter 11 petition on behalf of the dealers. The dealers want the vehicle inventory and the parts business to be sold, free of liens from Ally Financial Inc. and Caterpillar Inc., and "to have an appropriate forum to address the claims of the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg News. Saab Cars N.A. is the U.S. sales and distribution unit of Swedish car maker Saab Automobile AB. Saab Cars N.A. named in December an outside administrator, McTevia & Associates, to run the company as part of a plan to avoid immediate liquidation following its parent company's bankruptcy filing. Saab Automobile AB is a Swedish car manufacturer owned by Dutch automobile manufacturer Swedish Automobile NV, formerly Spyker Cars NV. Saab Automobile AB, Saab Automobile Tools AB and Saab Powertain AB filed for bankruptcy on Dec. 19, 2011, after running out of cash. SAND SPRING: Wants 6-Month Extension of Plan Exclusivity -------------------------------------------------------- Sand Spring Capital III, LLC, asks the U.S. Bankruptcy Court for the District of Delaware to extend by 180 days the Debtors' exclusive periods to file a chapter 11 plan and to solicit acceptances of such plan through and including Aug. 20, 2012, and Oct. 16, 2012, respectively. The Debtors submit that sufficient cause exists to extend the exclusivity periods by 180 days because: 1. The Debtors have been negotiating in good faith with their stakeholders and have reasonable prospects for filing a viable and consensual plan of reorganization. 2. Good faith progress has been made in the Chapter 11 Cases. 3. The Debtors are not seeking an extension to pressure creditors. 4. The Debtors are paying their bills as they come due. 5. Termination of the Exclusive Periods would adversely impact the Debtors progress in the Chapter 11 Cases, which are less than four months old. About Sand Spring Capital III Sand Spring Capital III, LLC, filed a Chapter 11 petition (Bankr. D. Del. Case No. 11-13393) on Oct. 25, 2011 in Delaware. Affiliates, Sand Spring Capital III, LLC, CA Core Fixed Income Fund, LLC, CA Core Fixed Income Offshore Fund, Ltd., CA High Yield Fund, LLC, CA High Yield Offshore Fund, Ltd., CA Strategic Equity Fund, LLC, CA Strategic Equity Offshore Fund, Ltd., Sand Spring Capital III, Ltd., Sand Spring Capital III Master Fund, LLC, sought Chapter 11 protection on the same day. Sand Spring Capital III LLC disclosed $4,882,373 in assets and $4,140 in liabilities. CA Core Fixed Income Fund LLC disclosed $36,176,682 in assets and $48,244 in liabilities. CA Core Fixed Income Offshore Fund Ltd. disclosed $6,900,726 in assets and $10,393 in liabilities. CA High Yield Fund LLC disclosed $5,626,644 in assets and $11,568 in liabilities. CA High Yield Offshore Fund, Ltd. disclosed $10,840,032 in assets and $22,785 in liabilities. CA Strategic Equity Fund LLC scheduled $2,013,461 in assets and $0 debt. CA Strategic Equity Offshore Fund Ltd. disclosed $2,285,492 in assets and $0 debts. Sand Spring Capital III Ltd. disclosed $2,214,099 in assets and $1,820 in debts. Sand Spring Capital III Master Fund LLC disclosed $7,096,473 in assets and $0 in debts. SEALY MATTRESS: Moody's Affirms Corporate Family Rating at 'B2' --------------------------------------------------------------- Moody's Investors Service changed Sealy's rating outlook to negative from stable following the weaker than expected operating performance in its most recent quarter and concerns that the company will continue to face operating challenges in the next few quarters. At the same time, all ratings (including the B2 Corporate Family Rating) were affirmed. These ratings were affirmed/LGD assessments revised: Corporate Family Rating at B2; Probability of Default Rating at B2; $350 million senior secured notes due 2016 at Ba3 (LGD 2, 23% from 26%); $390 million senior subordinated notes due 2014 at Caa1 (LGD 5, 85%); Speculative grade liquidity rating at SGL-2 "We think earnings will continue to be pressured because of weak consumer spending, increased competition, and high raw material prices," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. The company said that the middle-market Posturepedic sales and Sealy branded sales, which both cater to mid-tier consumers, have been struggling. Weak operating results could limit the company's refinancing options. It has an undrawn $100 million revolver that expires in May 2013. The 8 � senior subordinated notes mature in May 2014, while the 10.875% secured notes and 8% PIK notes mature in 2016. "We think Sealy will look to refinance its entire capital structure if its operating results improve steadily throughout the year," said Cassidy. "Absent this, Moody's thinks the company will look to refinance the subordinated notes and renew the revolver later in 2012." RATINGS RATIONALE Sealy's B2 Corporate Family Rating reflects its volatility in revenue, earnings and cash flow and the continuing weakness in middle income discretionary consumer spending -- a key driver of the company's volumes. Earnings are sluggish due to increased competition, more advertising costs for new brand launches, high raw material costs and weak consumer demand for mid-price-point mattresses. Credit metrics are likely to remain soft over the near term, but should improve in the second half of 2012 because of debt repayments and modest earnings enhancements. Sealy's strong market position and brand names, and the mattress industry's historically strong fundamentals, anchor the rating. Ratings could be downgraded if Sealy's operating performance does not improve or if the company does not address its debt refinancing needs in the near term . Key credit metrics driving a downgrade would be debt/EBITDA remaining above 6.5 times (currently 7.4 times) for a prolonged period, interest coverage below 1 times (its current level) or the repeated consumption of cash. In order for debt/EBITDA to fall below 6.5 times, EBITDA needs to increase by about $18 million or debt needs to decrease by approximately $120 million. The negative outlook reflects Moody's view that Sealy's operations will remain challenged in the near term and that this could jeopardize its ability to refinance upcoming maturities. The possibility that credit metrics will remain weak for a prolonged period is also incorporated in the outlook. Sealy's ratings could be upgraded if its operating performance significantly improves on a sustained basis . Key credit metrics necessary for an upgrade would be debt/EBITDA consistently around 5 times, low double digit EBITA margins (currently 7.4%) and interest coverage approaching 2 times. For the debt/ EBITDA upgrade threshold to be met, EBITDA needs to increase by about $60 million or debt needs to decrease by around $300 million. The principal methodologies used in this rating were Global Consumer Durables published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Sealy Mattress Company, a wholly-owned subsidiary of Sealy Corporation, is headquartered in Trinity, North Carolina. Net sales for the year ended November 24, 2011 approximated $1.2 billion. SECUREALERT INC: Evaluates Historical Financial for Expansion ------------------------------------------------------------- SecureAlert, Inc., announced that in connection with an ongoing review by a special committee of independent directors, it is evaluating certain historical transactions by former executives, officers, and directors relating to product sales, which were conducted during fiscal years 2007 and 2008. As part of the evaluation, the Company contacted and met with the Securities & Exchange Commission in order to report its self-conducted inquiry and preliminary findings, which may or may not result in additional disclosures. SecureAlert and its special committee are conducting the evaluation to determine whether any changes will be required to its financial statements or reports for the fiscal years 2007 or 2008. The Company believes that the evaluation strengthens the Company's efforts to raise necessary expansion capital, as well as its ability to consider opportunities for mergers or acquisitions, all of which require significant financial due diligence and integrity of historical results. "Reporting consistent, accurate and reliable financial information is of the utmost importance to us and to our shareholders. We are committed and unwavering in publishing consistent and accurate financial reports, past and present, holding ourselves to the highest standards while enabling our current shareholders and prospective investors, to make informed investment decisions with confidence," said Chad D. Olsen, Chief Financial Officer, SecureAlert, Inc. "As we drive toward profitability and global expansion, it is imperative that our financial house in is order and that we demonstrate operational integrity and financial transparency in everything that we do," said John L, Hastings III, President & CEO of SecureAlert, Inc. "We fully commit to our customers, investors and employees that we will maintain the highest standards of stewardship in driving the Company forward," concluded Mr. Hastings. About SecureAlert Inc. Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA) -- http://www.securealert.com/-- is an international provider of electronic monitoring systems, case management and services widely utilized by more than 650 law enforcement agencies worldwide. The Company reported a net loss of $9.85 million on $17.96 million of total revenues for the fiscal year ended Sept. 30, 2011, compared with a net loss of $13.92 million on $12.45 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $24.50 million in total assets, $9.70 million in total liabilities and $14.80 million in total equity. For fiscal 2011, the Company's independent auditors expressed substantial doubt about the Company's ability to continue as a going concern. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, noted that the Company has incurred losses, negative cash flows from operating activities and has an accumulated deficit. SOLYNDRA LLC: 3-Day Auction Generates $3.81 Million --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Solyndra LLC generated $3.81 million from the three- day auction that ended Feb. 24. At a bankruptcy court hearing the day the auction began, the chief restructuring officer told the judge that the sale of assets might bring in $70 million to $120 million, Bloomberg reported. The auction attracted 318 bidders, the auctioneers told the bankruptcy court. Almost 200 ended up buying. The assets were sold in more than 6,300 lots during the auction at the company's plant in Fremont, California. About Solyndra LLC Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar photovoltaic solar power systems specifically designed for large commercial and industrial rooftops and for certain shaded agriculture applications. The Company had 968 full time employees and 211 temporary employees. Solyndra has sold more than 500,000 of its panels since 2008 and generated cumulative sales of over $250 million. Fremont, California-based Solyndra and affiliate 360 Degree Solar Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at least the third solar company to seek court protection from creditors since August 2011. Solyndra owed secured lenders $783.8 million, including $527.8 million to the U.S. government pursuant to a federal loan guarantee, and held assets valued at $859 million as of the Petition date. The U.S. Federal Financing Bank, owned by the U.S. Treasury Department, is the Company's biggest lender. In the Chapter 11 cases, the Debtors are pursuing a two-pronged strategy to effectuate either a sale of their business to a "turnkey" buyer who may acquire substantially all of Solyndra's assets or, if the Debtors are unable to identify any such potential buyers, an orderly liquidation of the Debtors' assets for the benefit of their creditors. Judge Mary F. Walrath presides over the Debtors' cases. The Debtors are represented by Pachulski Stang Ziehl & Jones LLP as legal adviser. AlixPartners LLP serves as noticing claims and balloting agent. Imperial Capital LLC serves as the company's investment banker and financial adviser. The Debtors also tapped former Massachusetts Governor William F. Weld, now with the law firm McDermott Will & Emery, to represent the company in government investigations and related litigation. BDO Consulting, a division of BDO USA, LLP, as financial advisor and BDO Capital Advisors, LLC, serves as investment banker for the creditors' panel. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven unsecured creditors to serve on the Official Committee of Unsecured Creditors of Solyndra LLC. The Committee has tapped Blank Rome LLP as counsel. Solyndra is at least the fourth solar company to seek court protection from creditors since August 2011. Other solar firms are Evergreen Solar and start-up Spectrawatt Inc., both of which filed in August, and Stirling Energy Systems Inc., which filed for Chapter 7 bankruptcy late in September. Solyndra did not receive acceptable offers to buy the business as a going concern. Solyndra was set to begin piecemeal auctions of the assets on Feb. 22. Solyndra has auctioned non-core assets and obtained $6.2 million. Solyndra also took in $1.86 million from the sale of miscellaneous equipment. Solyndra LLC retained the exclusive right for filing a Chapter 11 plan until April 3. ST. VINCENT'S: Has One Week to Work Out Dispute Over Stolen Checks ------------------------------------------------------------------ Lisa Uhlman at Bankruptcy Law360 reports that Saint Vincent Medical Centers, an insurer and two banks have one more week to work out a $100,000 dispute over two stolen settlement checks or undergo potentially costly litigation, Chief U.S. Bankruptcy Judge Cecelia G. Morris, the brand-new chief judge of southern New York's bankruptcy court warned Thursday. About Saint Vincents Saint Vincents Catholic Medical Centers of New York, doing business as St. Vincent Catholic Medical Centers -- http://www.svcmc.org/-- was anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951). St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11963) on April 14, 2010. The Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. STOCKTON, CA: Moody's Slashes Pension, Lease, Water Bond Ratings ---------------------------------------------------------------- Moody's Investors Service has affirmed the City of Stockton's Ba2 Issuer Rating. However, Moody's has downgraded by one notch the ratings on the city's 2007 pension obligation bonds and 2006 lease revenue bonds, to B1 and B2 respectively. The city's water enterprise bond rating has also been downgraded, to Ba3 from A3. The city's sewer enterprise bond rating has been downgraded to Ba1 from A2, and each of the city's two, Moody's-rated community facilities districts' special tax bonds have been downgraded to Baa2 from A3. All of the city's long-term ratings remain on review for possible downgrade. RATINGS RATIONALE The affirmation of the city's Ba2 Issuer Rating primarily reflects the strong, unlimited property tax general obligation pledge that the Issuer Rating represents for a California municipality. Such pledges have been demonstrated to receive favorable treatment in bankruptcy proceedings in California, largely owing to the "special revenue" nature of the California local government GO bond pledge. The pension obligation bond and lease revenue bond rating downgrades primarily reflect the city's adoption of a resolution to suspend payments on general fund supported debts for the remainder of the current fiscal year and to enter into a mediation process with its creditors in an effort to avoid filing for bankruptcy protection. The city has indicated that all of its near-term debt obligations would be paid from other revenue sources, cash funded debt service reserves, or bond insurers, thereby avoiding a debt service payment default. However, in the mediation period, the city's general fund creditors will most likely be faced with an offer to accept less than full amounts due in exchange for avoiding the expense and uncertainty of a bankruptcy proceeding. Moody's would consider such an offer to be a "forced exchange" and the equivalent to a debt service payment default. By adopting the resolution to proceed with the mediation, the city has also clearly indicated a significantly diminished willingness to make debt service payments beyond the end of the current fiscal year. In its recent material event notice leading up to adoption of the resolution, the city explicitly stated that "no assurance can be given" that these obligations will be paid in future fiscal years. The water revenue bond rating downgrade primarily reflects the enterprise's likelihood of defaulting on a demand for immediate reimbursement (if made) by the letter of credit bank supporting $55 million of the enterprise's outstanding debt. The adoption of the resolution by itself likely represents the city's stated inability to pay its obligations when due, which is a defined event of default under the LOC reimbursement agreement. The reimbursement agreement permits the bank, at its option, to make a full and immediate reimbursement demand. Such a demand, if it were exercised, would put severe and likely unmanageable liquidity pressure on the enterprise and imperil payments on the enterprise's other, fixed rate parity obligations. The likelihood of acceleration will be a function of the bank's perception of its risks in the mediation process or a bankruptcy filing. The downgrade of the sewer revenue and special tax bonds reflects the uncertainties that these obligations would face were the city to file for bankruptcy after the mediation process. The downgrade of these obligations, as well as those discussed above, also reflects the city's indication that it is in the process of restating prior year audited financial results. While this process is in its preliminary stages and only estimates have been released, the potential for restatement reduces the credibility of the city's financial reporting to date for all of its obligations, not just those subject to the mediation process. Future rating reviews will reflect the likely continued sufficiency and accuracy of the city's reported financial information. All of the city's ratings remain on review for possible further downgrade. Future rating action will be driven primarily by the results of the mediation process and whether or not the city ultimately files for bankruptcy protection. WHAT COULD CHANGE THE RATINGS - UP -- Significantly improved economic performance leading to a resumption of revenue growth -- Restored structural balance in the city's budget, whether from revenue growth or expenditure reduction -- Successful avoidance of a bankruptcy filing without a debt service payment default or forced exchange WHAT COULD CHANGE THE RATINGS - DOWN -- A bankruptcy filing by the city -- Significant, negative restatement of the city's financial results indicating a materially weaker balance sheet than had been reported previously -- The ciyt's default on any capital lease obligation or other long-term debt -- The water enterprise's variable rate revenue bonds become immediately due The principal methodology used in this rating was General Obligation Bonds Issued by U.S. Local Governments published in October 2009. STOCKTON, CA: S&P Lowers Issuer Credit Rating to 'CC' ----------------------------------------------------- Standard & Poor's Ratings Services lowered its issuer credit rating (ICR) to 'CC' from 'BB' on Stockton, Calif. In addition, Standard & Poor's lowered its long-term rating and underlying rating to 'CC' from 'BB-' on certain issuances by the Stockton Public Financing Authority and others for which the city is obligor. The ratings remain on CreditWatch with negative implications, where they were placed on Feb. 24, 2012. "The rating actions reflect our view of the city's willingness to meet its obligations following the city council's acceptance on Feb. 28 of management's recommendation to suspend lease payments underlying March 1, 2012 debt service payments on four series for which the city is obligor," said Standard & Poor's credit analyst Chris Morgan. "The CreditWatch listing with negative implications reflects our view of the city's concurrent decision to commence proceedings under California Assembly Bill 506, which authorizes a local government to file for bankruptcy protection under Chapter 9 of the federal Bankruptcy Code after a neutral evaluation process that involves confidential negotiations with creditors, such as debt holders and employees," S&P said. STONEMOR PARTNERS: S&P Lowers Corporate Credit Rating to 'B-' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Levittown, Pa.-based StoneMor Partners L.P. to 'B-' from 'B'. The rating was removed from CreditWatch, where it was initially placed with negative implications Nov. 29, 2011. The rating outlook is stable. "At the same time, we raised our senior unsecured issue-level rating to 'B-' (the same as the corporate credit rating) from 'CCC+'. In addition, we revised our recovery rating on the debt to '4' from '6'. The '4' recovery rating indicates our current expectation for average (30% to 50%) recovery of principal in the event of payment default, compared with our previous expectation of negligible (0% to 10%) recovery," S&P said. "Our ratings primarily reflect our opinion that StoneMor's business model, growth strategies, and ownership structure will result in negative discretionary cash flow that will require ongoing external funding. We define 'negative discretionary cash flow' as operating cash flow less capital expenditures and cash distributions. We expect the company to continue to pursue growth through expanding pre-need sales, supplemented by modest acquisitions. Historically, pre-need growth initiatives have an extended cash conversion cycle and can result in negative operating cash flow when booked, a trend we expect to continue. We are forecasting reported operating cash flow of about $20 million in 2012, up from about $10 million from the nine months ended Sept. 30, 2011. We expect unit distributions to modestly expand from 2011 levels of $44 million and the cash flow to distribution ratio to be about 0.5x in 2012. We are not expecting this ratio to exceed 1.0x until 2014," S&P said. "In our view, the company's financial risk profile is 'highly leveraged', primarily reflecting slim operating cash flow, combined with the MLP ownership structure. We believe cash distributions in the MLP structure are an important, if not critical, return to shareholders, and will continue to be paid out at or near current levels. In our opinion, conventional debt to EBITDA measures are less relevant given the embedded nature of the company's negative discretionary cash flow," S&P said. "StoneMor's 'weak' business risk profile reflects the characteristics of operating in the mature, competitive death care industry that has some prospects of benefiting from a projected long-term rise in death rates. However, industry growth prospects are somewhat offset by a rising consumer preference for lower cost cremation services over traditional burials. The company, similar to its peers, has limited ability to grow organically and must rely on growth through acquiring cemeteries and funeral homes at attractive prices. While its national platform provides scale efficiencies, the company's weak business risk profile is also supported by its position as the third-largest U.S. death care provider and second-largest cemetery provider (much smaller than Service Corp. International (BB-/Stable/--) and Stewart Enterprises Inc. (BB/Stable/--) and slightly larger than Carriage Services Inc. (B/Stable/--)). The four companies combined represent only about 20% of the death-care market share, with the remaining industry comprised of small local competitors. StoneMor, however, does benefit by primarily operating in niche middle markets that are less competitive where there is acquisitive growth potential," S&P said. SUMMER VIEW: To Present Plan for Confirmation on Wednesday ---------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California rescheduled to March 7, 2012, at the confirmation hearing on the amended plan of reorganization of dated Jan. 16, 2012, filed by Summer View Sherman Oaks, LLC. The hearing on the confirmation of the Amended Plan was previously scheduled Feb. 22. As reported in the Troubled Company Reporter on Feb. 21, 2012, the critical provisions under the Amended Plan are: a. continuing operation of the Property, capital improvements of the Property, and continuing income and occupancy rate; b. listing the Property for sale immediately after the application to employ a real estate broker and enter into a listing agreement is granted with the target of closing escrow by September 2012. The sale should be completed through the assumption of the existing loan; c. contingency plan of operating the Property until the Maturity Date of July 11, 2014, in the event that the sale does not go through as planned; d. contingency plan to sell the Property to conventional sale prior to the Maturity Date without incurring yield to maintenance pre-paid penalties; and e. contingency provision that the Efim Sobol Trust, the member of the Debtor, will provide the Debtor with an unsecured line of credit to cover any cash shortfall during the time of operation of the Property in the amount of up to $500,000. The classification and treatment of claims under the Plan are: * Class 1 - Allowed Secured Claims of U.S. Bank, owed $18,118,041, will receive monthly payments of $78,584 until the property is sold. According to loan documents, the loan must be paid off on July 11, 2014, with a balloon payment. * Class 2 - Allowed Secured Claim of E. Rojas Landscape Inc., secured with a mechanic's lien ($12,078), will be paid in 12 quarterly installments of $1,007 (without interest), or from the proceeds of the sale if the property is sold before the creditor is paid in full. * Class 3 - Priority claims tenant security deposits that are not currently due ($76,314) will be paid when due. This Class is unimpaired. * Class 4 - Priority claims for tenant security deposits that became due prepetition ($590) will be paid in one payment before the effective date. This Class in unimpaired. * Class 5 - Allowed Unsecured Claims, excluding Insiders, owed $24,340, will be paid in 8 quarterly payments of $3,042 (without interest), or from the proceeds of the sale, if sale occurred before the creditor is paid in full. * Class 6 Interests will receive the balance of the proceeds after payments to all creditors. A copy of the Plan of Reorganization and the Disclosure Statement is available for free at: http://bankrupt.com/misc/SUMMERVIEW_ds.pdf About Summer View Sherman The West Hollywood, California-based Summer View Sherman Oaks, LLC, aka Summer View Sherman Oaks Apartments LLC, a single-asset real estate company, is the owner of a 169-unit apartment building locate at 15353 Weddington Street, in Sherman Oaks, California. The sole member of the Debtor is the Efim Sobol Family Trust Dated November 18, 1995. Dr. Efim Sobol's mother, Sonia Sobol, 88 years old, is the sole trustee and beneficiary of the Efim Sobol Trust. The Company filed for bankruptcy under Chapter 11 (Bankr. C.D. Calif. Case No. 11-19800) on Aug. 15, 2011. Judge Alan M. Ahart presides over the case. The Debtor disclosed $23,228,304 in assets and $16,535,378 in liabilities as of the Chapter 11 filing. The petition was signed by Sonia Sobol, member. Terry D. Shaylin, Esq., and Alik Segal, Esq., at Karasik Law Group, LLP, in Los Angeles, Calif., represent the Debtor as counsel. SWANSEA REAL ESTATE: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Swansea Real Estate, Inc. 7701 Borman Drive, Suite 315 St. Louis, MO 63146 Bankruptcy Case No.: 12-30355 Chapter 11 Petition Date: February 28, 2012 Court: United States Bankruptcy Court Southern District of Illinois (East St Louis) Debtor's Counsel: Steven M. Wallace, Esq. KUNIN LAW OFFICES LLC 1606 Eastport Plaza Dr Suite 110 Collinsville, IL 62234 Tel: (618) 215-4803 Fax: (855) 235-1335 E-mail: swallace@kuninlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the list of 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilsb12-30355.pdf The petition was signed by Larry Vander Maten, president and secretary. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Rosewood Care Center, Inc. of Swansea 12-30354 02/28/12 SWEET WATER: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Sweet Water Springs, LLC 2050 S. Franklin St. Rd. Decatur, IL 62521 Bankruptcy Case No.: 12-70391 Chapter 11 Petition Date: February 27, 2012 Court: United States Bankruptcy Court Central District of Illinois (Springfield) Judge: Mary P. Gorman Debtor's Counsel: Andrew Bourey, Esq. BOUREY LAW OFFICES 101 S Main St #501 Decatur, IL 62523 Tel: (217) 422-2400 E-mail: bkmail@boureylaw.com Scheduled Assets: $2,827,098 Scheduled Liabilities: $1,969,919 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by John S. Mueller, member. TBS INTERNATIONAL: Court OKs AlixPartners as Financial Advisor -------------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court approved TBS International's motions to retain AlixPartners as financial advisor, Lazard Freres & Co as investment banker, Cardillo & Corbett as special maritime and corporate counsel, Garden City Group as administrative agent and Gibson, Dunn & Crutcher as counsel. The Court also issued a separate order approving Garden City Group's retention as claims and noticing agent. About TBS International TBS International plc, TBS Shipping Services Inc. and its various subsidiaries and affiliates -- http://www.tbsship.com/-- filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224) on Feb. 6, 2012. TBS provides ocean transportation services that offer worldwide shipping solutions to a diverse client base of industrial shippers in more than 20 countries to over 300 customers. Through a 41-vessel fleet of multipurpose tweendeckers and handysize and handymax dry bulk carriers, TBS, in conjunction with a network of affiliated service companies, offers (a) liner, parcel and bulk transportation services and (b) time charter services. TBS's global headquarters, located in Yonkers, New York, oversees all major corporate and operational decision-making, including in connection with drydocking of vessels and other capital expenditures, fleet positioning, and cargo arrangements with third parties, including major vendors and customers. As of the Petition Date, TBS has roughly 140 employees worldwide, the vast majority of whom work in the corporate headquarters. For the year ended Dec. 31, 2011, TBS's consolidated net revenue was roughly $369.7 million. Its consolidated debt is roughly $220 million. TBS filed together with the petition its Joint Prepackaged Plan of Reorganization dated Jan. 31, 2012. As of the Petition Date, the Debtors have received overwhelming acceptance of the Plan from all voting classes. If confirmed, the Plan will implement an agreed restructuring of the Debtors' obligations to their prepetition secured lenders, provide for the payment of all general unsecured claims in full, and effect the cancellation of existing equity interests at the parent holding company levels and the issuance of new equity interests to certain of the Debtors' lenders and key management. To implement this restructuring, the Debtors have obtained commitments to provide $42.8 million in debtor-in- possession financing and an equivalent amount of exit financing. The Debtors are requesting a hearing to confirm the Plan within 35 days of the Petition Date. Judge Robert D. Drain presides over the case. Michael A. Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn & Crutcher LLP, serve as the Debtors' counsel. The Debtors' investment banker is Lazard Freres & Co. LLC, the financial advisor is AlixPartners LLP. The petition was signed by Ferdinand V. Lepere, executive vice president and chief financial officer. TBS disclosed US$143 million in assets and US$220 million in debt. TECHNEST HOLDINGS: AccelPath Completes Portion of Workflow Tech. ---------------------------------------------------------------- AccelPath, LLC, a wholly-owned and operating subsidiary of Technest Holdings, Inc., completes base-level portion of workflow information technology. AccelPath is developing a suite of HIPAA (Health Insurance Portability and Accountability Act) compliant software tools to enable creation, submission, and reporting of pathology cases and to provide secure online access to reports. AccelPath works with pathologists, laboratory staff and clinical office managers to design and develop the toolset. This toolset significantly improves efficiency of workflow and utilization of bandwidth while complying with strict guidelines dictated by HIPAA patient confidentiality requirements. "We are pleased that AccelPath is building a comprehensive, HIPAA- compliant solution to a long-awaited need for digital transmission and management of pathology reports," said Shekhar Wadekar, the Company's Chief Executive Officer. "We believe that we will continue to improve the system and attract additional pathologists, medical institutions and new customers as they become more comfortable with our advanced product offerings." About Technest Holdings Bethesda, Md.-based Technest Holdings, Inc., has two primary businesses: AccelPath, which is in the business of enabling pathology diagnostics and Technest, which is in the business of the design, research and development, integration, sales and support of three-dimensional imaging devices and systems. Wolf & Company, P.C., in Boston, Massachusetts, expressed substantial doubt about Technest Holdings' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations, has negative cash flows from operations, a stockholders' deficit and a working capital deficit. The Company reported a net loss of $2.9 million on $449,937 of revenues for the fiscal year ended June 30, 2011, compared with a net loss of $325,235 on $0 revenue for the fiscal year ended June 30, 2010. The Company's balance sheet as of Sept. 30, 2011, showed $5.51 million in total assets, $6.21 million in total liabilities and a $700,374 total stockholders' deficit. TE ROSLYN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: TE Roslyn LLC dba Trata Estiatorio 1446 Old Northern Boulevard Roslyn, NY 11576 Bankruptcy Case No.: 12-71112 Chapter 11 Petition Date: February 27, 2012 Court: U.S. Bankruptcy Court Eastern District of New York (Central Islip) Judge: Alan S. Trust Debtor's Counsel: Jonathan S. Pasternak, Esq. RATTET PASTERNAK, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 E-mail: jsp@rattetlaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nyeb12-71112.pdf The petition was signed by Christos Giorgou, managing member. THERMOSPAS INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: ThermoSpas, Inc. 155 East Street Wallingford, CT 06492 Bankruptcy Case No.: 12-30428 Chapter 11 Petition Date: February 27, 2012 Court: United States Bankruptcy Court District of Connecticut (New Haven) Judge: Lorraine Murphy Weil Debtor's Counsel: Douglas S. Skalka, Esq. NEUBERT, PEPE, AND MONTEITH PC 195 Church Street, 13th Floor New Haven, CT 06510 Tel: (203) 821-2000 Fax: (203) 821-2009 E-mail: dskalka@npmlaw.com Estimated Assets: $0 to $50,000 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/ctb12-30428.pdf The petition was signed by Andrew Tournas, president. THOBURN LIMITED: Case Summary & 13 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Thoburn Limited Partnership 1630 Hunter Mill Road Vienna, VA 22182 Bankruptcy Case No.: 12-11243 Chapter 11 Petition Date: February 27, 2012 Court: U.S. Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Robert G. Mayer Debtor's Counsel: Kevin M. O'Donnell, Esq. HENRY & O'DONNELL, P.C. 300 N. Washington Street, Suite 204 Alexandria, VA 22314 Tel: (703)548-2100 Fax: (703)548-2105 E-mail: kmo@henrylaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 The Company?s list of its 13 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/vaeb12-11243.pdf The petition was signed by John Thoburn, general partner. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- John Thoburn -- -- TOWER BONDING: A.M. Best Affirms 'B' Financial Strength Rating -------------------------------------------------------------- A.M. Best Co. has revised the outlook to stable from negative and affirmed the financial strength rating of B (Fair) and issuer credit ratings of "bb" of Tower Bonding and Surety Company (Tower Bonding) (San Juan, PR). The ratings reflect Tower Bonding's weakened operating performance, which is reflective of its declining premium volume combined with the high underwriting expense structure and lack of premium scale to support fixed costs. The ratings also reflect the company's geographic concentration within Puerto Rico, which exposes it to judicial, regulatory and economic concerns specific to that market as all business is conducted locally. Somewhat offsetting these negative factors are Tower Bonding's reduced yet profitable underwriting results and sound investment income, which has bolstered earnings. The surety book of business has performed well, reflective of a low occurrence of losses and favorable reserve development on both an accident and calendar year basis over the long term. Despite the company's weakened operating performance due to the high expense structure, the outlook acknowledges the improvement in overall capitalization as measured by Best's Capital Adequacy Ratio (BCAR) reflective of decreasing underwriting leverage driven by reduced premium writings and surplus growth achieved through profitable earnings. Factors that could result in upward movement of the ratings and/or outlook include a significant and sustained improvement in Tower Bonding's operating earnings and resulting returns on revenue measures. Accordingly, this would enhance the company's ability to generate surplus growth, which has been constrained by weakened return measures in recent years. Alternatively, a weakening in the company's overall capitalization driven by strong premium growth and/or weakened operating performance will likely result in negative rating pressure. TOWN CENTER: To Seek OK of Amended Plan Disclosure Today --------------------------------------------------------- Town Center at Doral, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement explaining the proposed First Amended Joint Plan of Reorganization dated Feb. 8, 2012. According to the Disclosure Statement, the Plan provides for a restructuring of the Debtors' financial obligations. The Debtors believe that the proposed restructuring will provide the Debtors with the necessary liquidity to compete effectively in today's economic environment. Under the Plan, most of the secured claims will be paid 100% of their claims. AMT CADC Loan Claim will receive 2% on account of their claims. General Unsecured Claims will recover 2.88% of their claims. Old Equity Interests will recover nothing on account of their claims. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/TOWN_CENTER_ds_amendedplan.pdf The Court will convene a hearing on March 5, 2012, at 10:00 a.m., to consider adequacy of the Disclosure Statement explaining the proposed Chapter 11 Plan. About Town Center Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at Doral Developers, LLC, companies associated with the aborted Landmark at Doral development, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19, 2011, almost three years after AmTrust Bank sought to foreclose on the project. Town Center at Doral, LLC, posted assets of $29,297,300 and liabilities of $166,133,171. Isaac Kodsi signed the petitions as vice president. The Property consists of 16 individual tracts of land that remain undeveloped with the exception of an unfinished 4-level parking garage. Prior to the Petition Date, the Debtors had sought and obtained approvals for the development of residential units (townhomes and condominiums), retail/office/mixed use, and flex office at the Property. Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to the Debtors. Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN Miami, represents the official committee of unsecured creditors. Cleveland, Ohio-based AmTrust filed for foreclosure in October 2008 based on the $124.4 million in mortgages that were granted the developer in 2005. Several projects started by EB Developers fell into foreclosure after owner and CEO Elie Berdugo died in February 2008. TRIBUNE CO: Hearing on Allocation Disputes Today ------------------------------------------------ Tribune Company and other parties-in-interest in its bankruptcy case submitted to Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware opening briefs elaborating their positions with respect to the allocation disputes ahead of a hearing scheduled for today, March 5, 2012. A. DCL Plan Proponents Counsel to the Debtors, James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, apprise the Court of developments with respect to disputes on: (i) the Allowed Amount of the Phones Notes Claims; (ii) the nature and amounts of the claims of certain of the Other Parent Claimants; and (iii) the calculations set forth in the recovery chart reference in the Scheduling Order. Specifically, the Debtors, Aurelius Capital Management, Wilmington Trust Company, as successor Indenture Trustee for the PHONES Notes, Barclays Bank PLC, and Waterstone Capital Management, L.P., entered into a Court-approved stipulation, which sets forth the factual bases for the calculations of the low and high PHONES Notes Claims amounts set forth in the Recovery Chart. The parties acknowledged that the dispute over the amount of the PHONES Notes Claims arises from elections tendered by some Noteholders to exchange their Notes for cash payments before the Petition Date. The PHONES Amount Stipulation seeks to resolve or narrow the factual issues essential to that dispute. A full-text copy of the stipulation is available for free at http://bankrupt.com/misc/Tribune_PHONESAmtStip.pdf With respect to the claims of retirees and of other Tribune general unsecured creditors that are classified as "Other Parent Claims," the Debtors have produced in discovery: (i) a list of each Retiree, other than those represented by Teitelbaum & Baskin, LLP, identifying the claim number, the name of the claimant, the amount asserted and the nature of the supporting documents; (ii) a list of the remaining Other Parent Claims (other than the Swap and Retirees) identifying the claim number, the name of the claimant, the amount asserted and the nature of the claim; and (iii) certain operative documents relating to the sought Retirees' Claims. The Debtors believe that it is important that the Court have the benefit of this information in assessing how to resolve the Allocation Disputes as they relate to these claims. To that end, the Debtors have prepared a stipulation regarding this issue and circulated the Other Parent Claim Stipulation to the parties participating in the Allocation Disputes Hearing. The Debtors intend to file the Stipulation prior to the Allocation Disputes Hearing. Moreover, the Debtors have prepared a stipulation regarding the use of two Tribune Consolidated trial balance reports relating to the company's 2007 10K and September 10Q filings with the U.S. Securities and Exchange Commission. Full- text copies of the Stipulations are accessible for free at: http://bankrupt.com/misc/Tribune_OtherParentStip.pdf http://bankrupt.com/misc/Tribune_TrialBalanceStip.pdf On matters relating to the recovery chart, certain parties jointly prepared two charts that show potential recoveries under the Third Amended DCL Plan under certain sets of assumptions. Upon review, Brian Whittman of Alvarez & Marsal confirmed that the charts correctly reflect the recoveries given the specific assumptions. Copies of those charts are accessible for free at: http://bankrupt.com/misc/Tribune_SubordinationScenarioCharts.pdf http://bankrupt.com/misc/Tribune_EGITRBRecoveryScenarios.pdf The Official Committee of Unsecured Creditors maintains that the treatment of creditors provided for in the DCL Plan satisfies the requirements of the Bankruptcy Code and does not discriminate unfairly against the Senior Noteholders. Indeed, says counsel to the Creditors' Committee, Howard Seife, Esq., at Chadbourne & Parke LLP, in New York, the alleged discrimination does not materially impact the Senior Noteholders' recoveries and thus does not run afoul of Section 1129(b) of the Bankruptcy Code. Specifically, even if none of the Other Parent Claimants were contractually entitled to the benefits of the subordination provisions under the PHONES Note and EGI-TRB LLC Notes and the entirety of dispute allocation were paid to the Senior Noteholders, the Senior Noteholders' initial distribution would increase from the DCL Plan amount of 33.6% to, at a maximum, 36.5%, he points out. Even if the difference in treatment is deemed immaterial, the value of the Debtors' reorganization provided by certain Other Parent Claimants rebuts any presumption of unfair discrimination, Mr. Seife avers. The Retiree Settlement, which dictates the treatment of Other Parent Claims, provides a logical and rational basis for the DCL Plan's distribution structure, he insists. "The benefits that flow from preserving the Retiree Settlement justify the comparable treatment of Senior Noteholders and Other Parent Claimants under the DCL Plan," he maintains. The Debtors adopt the Creditors' Committee's position with respect to the unfair discrimination allocation dispute. On behalf of Oaktree Capital Management, L.P., as holder of a Swap Claim, Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, insists that the Plan's treatment of the Swap Claim is appropriate because the Swap Claim is contractually senior to the PHONES Notes and the EGI Subordinated Note. Even if the Court determines that the Swap Claim does not fall within the scope of the applicable contractual subordination provision, the Plan does not unfairly discriminate by treating the Swap Claim as if it does, he asserts. Mr. Brady further contends that the Plan's inclusion of all Settlement consideration as within the scope of the contractual subordination governing the PHONES Notes and the EGI Subordinated Note is consistent with the plain language of the subordination agreements and in fact compelled by the Court's holding in its Memorandum on Reconsideration. Under applicable non-bankruptcy law the EGI Subordinated Note is subordinated to the payment in full of all senior indebtedness, including postpetition interest even where a claim for such interest is disallowed as a matter of bankruptcy law, and the PHONES Notes are subordinated to the payment of postpetition interest to the extent allowed as a matter of bankruptcy law, he insists. B. Senior Noteholders Aurelius Capital insists that the PHONES Subordination does not apply to postpetition interest on Senior Indebtedness unless and until all Allowed Non-LBO Claims against Tribune are paid in full. There is no dispute however that there is insufficient value in Tribune's estate to pay non-LBO Claims in full, avers Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, on behalf of Aurelius. In this light, the only way holders of Senior Indebtedness will be entitled to a turnover from the PHONES Noteholders on account of postpetition interest is if the Litigation Trust is successful in recovering value that, together with other distributions made from Tribune's estate, is sufficient to pay all allowed non-LBO Claims against Tribune, including the PHONES Notes Claims, in full, he asserts. Moreover, the claims held by the tendering PHONES Noteholders should not be limited to the amount of the exchange payments, and thus the Court should allow the PHONES Notes Claims in the low PHONES Amount equaling $759,252,932, says Aurelius. Mr. Golden notes that Tribune's obligation to Tendering PHONES Noteholders as of the Petition Date was to pay the Exchange Payments. As all of the Tendering PHONES Noteholders had completed the steps necessary to accept Tribune's offer to exchange their PHONES Notes, Tribune is irrevocably obligated to make the Exchange Payments, he adds. Indenture Trustees Law Debenture Trust Company of New York and Deutsche Bank Trust Company Americas assert that the Subordination Agreements subordinate any payment to holders of the PHONES Notes and the EGI Note to the prior payment in full of the Senior Notes. "Should the PHONES and EGI wriggle out of their contractual subordination agreements, they will succeed in impermissibly transferring between $174 to $215 million -- 61% to 85% -- away from the Senior Noteholders, " counsel to the Indenture Trustees, David S. Rosner, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, contends. The Indenture Trustees thus call on adjustments to the DCL Plan because Other Parent Claims cannot benefit from the subordination of the PHONES Notes and the EGI Note. The DCL Plan, in providing an equal distribution to the Senior Noteholders and the holders of Other Parent Claims, effectively treats the Other Parent Claims as if they did benefit from the Subordination Agreements, without any legitimate reason, Mr. Rosner points out. The PHONES Notes Indenture Trustee, Wilmington Trust Company, insists that under the PHONES Indenture and applicable bankruptcy law, those holding Senior Indebtedness who benefit from the subordination provisions of the PHONES Indenture are not entitled to receive postpetition interest prior to the holders of PHONES receiving payment on their claims. WTC further asserts: * proceeds from Chapter 5 Avoidance Actions are not subject to subordination pursuant to the PHONES Indenture, and, in light of WTC's pending appeal of the Reconsideration Opinion, distributions of settlement proceeds should be reserved pending final adjudication of the WTC Appeal; * the priority of distributions from the Creditors' Trust is moot as it relates to the PHONES; * aside from WTC's Class 1F Fee Claim, none of the Class 1F Other Parent Claims, including (A) the Swap Claim, (B) Retiree Claims, and (C) Trade Claims, are "Senior Indebtedness" under the PHONES Indenture; * (A) the PHONES Notes Claims Amount is $1,183,833,767, plus unpaid interest that accrued before the Petition Date or (B) if the Court is to decline to order the "High" PHONES Notes Claim Amount, the Court should find that the "Low" PHONES Notes Claim Amount is $818,808,727; and * the PHONES are Senior in Right of Payment to the EGI-TRB LLC Notes regardless of source of payment. Barclays Bank PLC and Waterstone Capital Management LP join in the WTC's assertion that the PHONES Notes Claims should be allowed in the total amount of $1,183,833,767. Brigade Capital Management, LLC, on behalf of its managed entities; and Davidson Kempner Capital Management LLC, as investment advisor for certain funds that beneficially own claims against various Debtors, join in Law Debenture and Deutsche Bank's brief with respect to the allocation dispute. Brigade is represented by: Christopher D. Loizides, Esq. LOIZIDES, P.A. 1225 King Street, Suite 800 Wilmington, DE 19801 Tel: (302) 654-0248 Fax: (302) 654-0728 E-mail: loizides@loizides.com -- and -- Isaac M. Pachulski, Esq. STUTMAN TREISTER & GLATT 1901 Avenue of the Stars, #1200 Los Angeles, CA 90067 Tel: (310) 228-5600 Fax: (310) 228-5788 E-mail: ipachulski@stutman.com Davidson Kempner is represented by: Garvan F. McDaniel, Esq. BIFFERATO GENTILOTTI LLC 800 N. King Street, Plaza Level Wilmington, DE 19801 Tel: 302-429-1900 -- and -- Adam C. Harris, Esq. Karen S. Park, Esq. SCHULTE ROTH & ZABEL LLP 919 Third Avenue New York, NY 10022 Tel: 212-756-2000 E-mail: adam.harris@srz.com karen.park@srz.com C. EGI-TRB Counsel to EGI-TRB, David W. Carickhoff, Esq., at Blank Rome LLP, in Wilmington, Delaware, asserts that the EGI-TRB Notes are not subordinated with respect to avoidance recoveries. As is plain, the agreement provides that the holders of the EGI-TRB Notes are subordinate to senior debt only with respect to claims on "assets of the Company" and payments "from the Company," he points out. Moreover, the EGI-TRB noteholders are obligated to pay-over to senior creditors only those payments that they receive that were "made by or on behalf of the Company," he contends. Accordingly, EGI maintains that the holders of the EGI-TRB Notes are entitled to their pro rata share of settlement proceeds, Litigation Trust proceeds from avoidance recoveries and Creditor Trust proceeds from avoidance recoveries, together with monies owed by the PHONES to EGI-TRB under the PHONES subordination provision. D. TM Retirees Approximately 200 former employees or directors of The Times Mirror Company note that their claims constitute "Senior Indebtedness" and "Senior Obligations." As such, the treatment proposed under the DCL Plan is reasonable and appropriate and does not discriminate against the investors and speculators who are the holders of the Senior Notes, the PHONES Notes and the EGI-Note, Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White Plains, New York, counsel to the TM Retirees, asserts. "No construction of the PHONES Indenture can alter the fact that the claims of the TM Retirees arise from obligations of Times Mirror, as assumed by Tribune, to pay deferred compensation for services rendered or to repay the TM Retirees for their agreement effectively to lend working capital to Times Mirror in the form of deferred compensation. Similarly, the EGI Subordination Agreement cannot be construed to treat the TM Retiree obligations, indebtedness or other liabilities as trade payables or accrued expenses incurred in the ordinary course of business," he avers. In furtherance of the TM Retirees Brief, Mr. Teitelbaum filed with the Court a declaration appending pertinent exhibits demonstrating that Tribune assumed the various Times Mirror retirement plans. In another declaration, Susan Bell elaborated on those retirement plans. A full-text copy of the Bell Declaration is available for free at: http://bankrupt.com/misc/Tribune_BellDeclaration.pdf About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Proposes Schedule for Supplemental Plan Disclosures --------------------------------------------------------------- Tribune Company and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a supplement to their motion, seeking: (a) approval of the Supplemental Disclosure Document, as modified on February 20, 2012, explaining their current version of their Chapter 11 Plan of Reorganization; (b) authorization of the resolicitation of votes on and applicable elections under the Third Amended DCL Plan from the revoting classes; and (c) entry of a ruling that the votes cast and elections made with respect to the Second Amended DCL Plan for all classes of Claims other than the Revoting Classes remain binding and will continue to be counted as votes and elections regarding the Third Amended DCL Plan. J. Kate Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington Delaware, relates that the Debtors seek limited modifications to the relief sought in the Solicitation Procedures Motion to reflect events that have occurred in these Chapter 11 cases. The modifications are: (1) The Debtors ask the Court to establish certain deadlines relating to the Plan confirmation process in addition to those that were set forth in the Scheduling Order, which set forth deadlines for the Solicitation Procedures Motion and Supplemental Disclosure Document, and confirmation of the Third Amended DCL Plan. The proposed additional deadlines are: March 22, 2012 - Supplemental Voting Record Date April 5, 2012 - Deadline for filing any 3018 Motions April 25, 2012 - Hearing on any 3018 Motions May 7, 2012 - Supplemental Tabulation Deadline In all, the schedule of confirmation-related dates is: March 9, 2012 - Deadline for filing of objections to the Supplemental Disclosure Document or Solicitation Procedures Motion - Deadline for serving all initial requests for written discovery relating to confirmation of the Third Amended DCL Plan March 16, 2012 - Deadline for filing of responses to objections to the Supplemental Disclosure Document or Solicitation Procedures Motion March 22, 2012 - Supplemental Voting Record Date March 23, 2012 - Hearing on the Solicitation Procedures Motion and Supplemental Disclosure Document April 5, 2012 - Deadline for filing any 3018 Motions April 23, 2012 - Deadline for filing Plan Supplement April 25, 2012 - Hearing on any 3018 Motions April 30, 2012 - Deadline to complete all discovery relating to confirmation of the Third Amended DCL Plan - Supplemental Voting Deadline - Deadline for filing objections to confirmation of the Third Amended DCL Plan May 10, 2012 - Deadline for filing briefs in support of confirmation of the Third Amended DCL Plan and replies to confirmation objections May 16, 2012 - Confirmation Hearing (2) The Debtors revised the Supplemental Ballots and Supplemental Election Forms to accommodate the relief to be sought in their motion to establish procedures for compliance with the Federal Communications Commission's foreign ownership requirements, which will be filed by the Debtors on or about March 5, 2012, to be heard at the March 23, 2012 hearing. Specifically, the Debtors have modified the Supplemental Election Forms to be used by the Holders of Senior Noteholder Claims to provide for such Holders' return of Foreign Ownership Certifications as required by the FCC from certain recipients of New Common Stock under the Third Amended DCL Plan in order to avoid having those recipients be deemed to be foreign-owned and foreign-controlled for purposes of evaluating the percentage of foreign ownership of reorganized Tribune Company. (3) The Debtors want to provide a supplemental notice to the Holders of certain Customer Program Claims. In the April 2010 Solicitation Motion, the Debtors advised the Court and parties-in-interest that the Debtors had identified approximately 325,000 Holders of Customer Program Claims who were collectively owed approximately $6 million. The Debtors won Court permission to provide a streamlined form of notice to those Holders in lieu of providing a full solicitation package. The Debtors later advised the Court that of the 325,000 Holders of Customer Program Claims that were sent Credit/Refund Notices, less than 1% responded to those notices, and that the Debtors ultimately satisfied those Customer Program Claims rather than distributing solicitation packages to the relevant Holders. Upon review, the Debtors have identified approximately $40,000 in the aggregate of additional potential Customer Program Claims owed to approximately 5,000 Holders thereof. Accordingly, the Debtors seek that they be (i) excused from any requirement to send the newly-identified potential Holders of Customer Program Claims solicitation materials under the Solicitation Procedures Motion, and (ii) permitted instead to send those potential Holders of Customer Program Claims a modified form of the Credit/Refund Notice. The Debtors accordingly revised the forms of ballots, master ballots, notices and election forms to reflect those modifications. The Court will consider the Debtors' Solicitation Procedures Motion and the Supplemental Disclosure Document, as modified, on March 23, 2012. Objections are due no later than March 9. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: WTC Cannot Object Oct. 31 Order, Says Deutsche Bank --------------------------------------------------------------- Law Debenture Trust Company of New York and Deutsche Bank Trust Company Americas argue that Wilmington Trust Company cannot appeal the Bankruptcy Court's Oct. 31, 2011 Orders because those orders are not final orders. The Indenture Trustees complain that WTC satisfied none of the elements of a final order as set forth in In re Reliant Energy Channelview, LP, 397 B.R. 697, 699 (D. Del. 2008). As reported in the Jan. 16, 2012 edition of the TCR, WTC, solely in its capacity as Indenture Trustee for the PHONES, took an appeal to the U.S. District Court for the District of Delaware from Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware's October 31, 2011 order denying confirmation of Competing Plans and accompanying opinion on confirmation. On behalf of the Indenture Trustees, Garvan F. McDaniel, Esq., at Bifferato Gentilotti LLC, in Wilmington, Delaware, pointed out that the Order Denying Confirmation leaves additional work for the Bankruptcy Court in that it will consider another plan. He also pointed out that the bases for the Bankruptcy Court's decision to reconsider its prior decision, as well as its contractual interpretation of the subordination provisions, are not pure legal issues. Subordination, he argues, does not directly impact the assets of the Debtors' estates as opposed to allocation of those assets after a plan is confirmed. He further noted that the consideration of any appeal from the Bankruptcy Court's resolution of the subordination issue here at the same time as that of its ongoing resolution of the other issues concerning the same subordination provisions of the PHONES Indenture will not promote judicial economy and will increase the chance that there will be piecemeal appeals of substantially similar or related subordination issues. WTC maintains that it has the right to appeal from the Orders because those Orders, if left undisturbed, threaten to reduce by hundreds of millions of dollars recoveries available to the PHONES Noteholders in the Debtors' bankruptcy cases. While acknowledging that the general opinion denying confirmation of a plan is not a final order, WTC asserts that the Bankruptcy Court's interpretation of the subordination provisions of the PHONES Indenture is exactly the type of issue that is subject to an immediate appeal as of right. WTC appealed from the Oct. 31, 2011 Orders asserting that a prior decision rendered by the Bankruptcy Court on the subordination issue was correct and that decision should not have been subject to reconsideration because no new fact or new law was presented to the Bankruptcy Court in support of reconsideration. The DCL Plan Proponents also objected to the motion for leave to appeal the Court's decision on subordination arguing that WTC lacks standing to appeal the Confirmation Decision because it has not been injured, adversely affected, or aggrieved by the Decision. Aurelius Capital Management, LP joins in the objection of Law Debenture and Deutsche Bank to WTC's Motion for Leave. * * * The District Court notified the Bankruptcy Court that Wilmington Trust Company's notice of appeal from the Oct. 31, 2011 orders regarding motions for reconsideration of the Confirmation Opinion and Order and denying confirmation of competing plans and Aurelius Capital Management LP, et al.'s notice of appeal from the order denying confirmation of competing plans were docketed. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Objects to Oxendine's $10-Mil. Claim ------------------------------------------------ Tribune Co. and its affiliates object to, and ask the Court to disallow, Claim No. 5012 asserting $10 million against Tribune Company by Jacquelyn Oxendine because Ms. Oxendine has failed to assert facts that would support a valid right to payment from any of the Debtors' estates under applicable non-bankruptcy law. Claim No. 5012 demands $10 million in damages based solely in the Orlando Sentinel newspaper's publication of a press release and other information issued by The Florida Bar regarding the outcome of disciplinary proceedings of 23 Florida lawyers, including Ms. Oxendine. Ms. Oxendine appears to assert that the publication of that information arose to the level of defamation, an assertion that is not only unsupported in fact nor accompanied by any legal basis, the Debtors asserts. Counsel to the Debtors received an informal response to the Objection from Ms. Oxendine. As a result of further discussions, the parties have agreed to enter into a stipulation to resolve the Objection and to reduce, modify and allow Claim No. 5012 as a general unsecured claim against Orlando Sentinel Communications Company for $7,000. The Debtors' Objection will be deemed withdrawn. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Judge Pauley Issues Master Order in MDL Litigation -------------------------------------------------------------- David M. Zensky, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Wilmington, Delaware, on behalf of Aurelius Capital Management, LP, wrote to update the U.S. Bankruptcy Court for the District of Delaware with regard to a master order issued on February 23, 2012 by Judge William Pauley, III, in the pending multidistrict litigation captioned In re Tribune Company Fraudulent Conveyance Litigation before the U.S. District Court for the Southern District of New York. The MDL was reassigned to Judge Pauley following Judge Richard Holwell's resignation on February 7, 2012. Pursuant to the February 23 Master Case Order, Judge Pauley continued the stay imposed by Judge Holwell, and directed the parties to undertake certain preliminary scheduling and organizational steps so that the MDL will eventually be able to move forward in an orderly manner. Judge Pauley also selected interim liaison counsel for the plaintiffs, and interim lead and liaison counsel for the defendants. Judge Pauley also directed Plaintiffs to submit a list by March 30, 2012 identifying who "among them intend to submit motion papers or memoranda to this Court, appear in person for conferences, or offer oral arguments to the Court," and directed Defendants to "submit a proposed organizational structure comprised of an executive committee of counsel who will fairly represent each group of defendants in this multi district litigation whose interests are similarly aligned" by April 20, 2012. The Master Case Order confirms the positions taken by the Noteholders in their (i) motion and joinder to lift the stay imposed by the Bankruptcy Court on April 25, 2011 with respect to the state law fraudulent conveyance cases consolidated in the MDL and (ii) opposition to the Official Committee of Unsecured Creditors' motion to continue the stay of the FitzSimons Action beyond the date it is transferred to the MDL, according to Mr. Zensky. Judge Pauley could be adversely impacted were the FitzSimons Action parties prevented from participating in these crucial preliminary party activities because transfer by the MDL Panel was delayed or because they were forbidden to do so by the terms of a Bankruptcy Court stay order - precisely the sort of interference that the Bankruptcy Court has repeatedly emphasized it wishes to avoid, Mr. Zensky points out. To that end, the Indenture Trustees renew their request that the Bankruptcy Court lift the stay of the SLCFC Actions and prolong the stay of the FitzSimons Action only until such time as it is transferred to the MDL. A full-text copy of the Master Order is available for free at: http://bankrupt.com/misc/Tribune_DC_Feb23MasterOrder.pdf About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TUCSON ELECTRIC: S&P Withdraws 'B' Issuer Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' short-term issuer credit rating on Tucson Electric Power Co. "We subsequently withdrew the rating at the company's request," S&P said. UCI HOLDINGS: Outlook Revised to Stable From Positive ----------------------------------------------------- Standard & Poor's Ratings Services revised the outlook on UCI Holdings Ltd. (UCI) to stable from positive. "This is because we no long believe there is a one-in-three chance the company will reach our benchmark ratios for an upgrade within the year ahead," said Standard & Poor's credit analyst Nancy Messer. She added, "We expect the company to report slightly higher debt and lower EBITDA than we had expected for 2011 due to various fundamental factors, some of which will continue into 2012." "Our stable outlook on UCI reflects our opinion that the company's adjusted leverage will likely remain in the area of 5.5x to 6.0x for the year ahead. For the current rating, we assume debt to EBITDA will remain at more than 5.0x, funds from operations (FFO) to debt will stay at just over 10%, and that cash flow from operations will remain positive. We estimate this will happen if revenue growth is low and gross margins remain near the historical levels of 28%. These benchmarks take into account the headwinds experienced by the company in 2011, including certain higher costs and product mix changes," S&P said. "We could raise our ratings if we raise our assessment of the financial risk profile to 'aggressive.' Doing so would require us to believe that UCI would generate meaningful free cash flow to be put toward debt reduction, resulting in leverage improving beyond 4.5x and FFO to debt of more than 12%. This could occur if the gross margin reaches 30% or better and revenue growth is 4% or higher in 2012. Gross margin could improve if the company is able to successfully integrate certain of the UCI's filters operations with the filter business of Rank's Autoparts Holdings Ltd., an effort that is ongoing. We would also need to believe that financial policies under the new owner would support permanent reductions in debt," S&P said. "We could lower our ratings if the economy fails to recover, leading to persistently weaker consumer demand or customer resistance to commodity cost recovery, such that FFO to debt is less than 10%, debt to EBITDA remains near 6x, and the company generates negative cash flow. Leveraged distributions to shareholders that would worsen leverage could also result in a lower rating," S&P said. UNI-PIXEL INC: Partners with TI on Touch Screen Solutions --------------------------------------------------------- UniPixel, Inc., has entered a memorandum of understanding with Texas Instruments, Incorporated (TI) (NASDAQ:TXN) to collaborate in the development of touch screen solutions. In addition to defining a collaboration effort intended to integrate TI's touch controllers with UniPixel's UniBoss printed touch sensors, the memorandum outlines the terms of a potential definitive agreement involving marketing and sales efforts. "While this relationship is initially aimed at ensuring that UniBoss touch sensor films are fully operational with TI's touch screen controller chip family, we believe the ultimate value of this working relationship is in the potential to yield integrated touch solutions that are superior to what each company could accomplish independently," said UniPixel CEO Reed Killion. UniBoss is a roll-to-roll printed electronics process with a focus on flexible, conductive microcircuits. UniBoss can pattern conductive traces on plastic and paper substrates and is capable of applying conductive circuits on one or both sides of a single film substrate. For touch sensor applications, UniBoss is a higher performing, lower cost alternative to industry standard ITO transparent conductor films. TI is a world leader in the design and production of both analog and digital chipsets, and its line of touch controllers are already used by the top manufacturers in numerous handheld electronic devices on the market. Gaurang Shah, vice president of Audio & Imaging Products at Texas Instruments, commented: "UniBoss offers unparalleled cost and performance benefits that make it a perfect match for TI touch screen controllers. Together, UniPixel and TI will bring to market high-quality touch screen solutions at an extraordinarily low cost." Killion added: "We are excited to work with an innovative industry leader like Texas Instruments. We believe this is just the beginning of a mutually beneficial relationship that will lead to providing advanced touch screen technology to global OEMs." About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. The Company reported a net loss of $3.81 million in 2010 and a net loss of $5.37 million in 2009. The Company also reported a net loss of $6.69 million for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2011, showed $9.71 million in total assets, $143,600 in total liabilities and $9.57 million in total shareholders' equity. PMB Helin Donovan, LLP, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has sustained losses and negative cash flows from operations since inception. UNIVERSAL BIOENERGY: Buys 40% Member Interest of Whitesburg ----------------------------------------------------------- Universal Bioenergy Corporation and Whitesburg Friday Branch Mine LLC entered into a Member Interest Exchange Agreement dated Oct. 17, 2011. Pursuant to the Agreement, and subject to the terms and conditions set forth therein, and the subsequent amendment to the Agreement dated Feb. 20, 2012, the Company acquired 40% of the Member Interests of Whitesburg, from JLP and Partners LLC, in exchange for consideration consisting of $2,700,000 payable in cash, debt instrument or and common stock of the Company pursuant to the terms and conditions set forth in the Agreement. Pursuant to the Agreement and following the execution of the Amendment, the parties acknowledged they have properly and timely performed all terms and conditions as required pursuant to the Agreement, and therefore the transaction contemplated by the "Member Interest Purchase Agreement", and the Amendment was "Closed" on Feb. 20, 2012. The completion of the acquisition was approved by the Board of Directors of the Company. Whitesburg is engaged in the business of coal mining, operations and coal production at a coal mining property known as the Whitesburg Friday Branch Mine, located at Friday Branch Road, in Whitesburg, Kentucky for the marketing of "Thermal/Steam" non- coking coal in the United States of America. Universal's management believes that the association with Whitesburg for the production and marketing of high grade thermal coal should give it a high margin energy product to sell to its electric utility and coal production customers. The Company will be granted one seat on Whitesburg's Board of Directors, or appointed as a Managing Member to represent the interests of the Company and its shareholders, according to Whitesburg's Operating Agreement. A full-text copy of the Member Interest Exchange Agreement is available for free at http://is.gd/Bx9KVa About Universal Bioenergy Universal Bioenergy Inc., is an alternative energy company headquartered in Irvine, California. The Company's new strategic direction is to develop and market a diverse product line of alternative and natural energy products including, natural gas, solar, biofuels, wind, wave, tidal, and green technology products. S.E.Clark & Company, P.C., in Tucson, Arizona, the Company's independent auditors, noted that the accumulation of losses and shortage of capital raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of $2.00 million on $41.32 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $1.87 million on $0 of revenue during the prior year. The Company reported a net loss of $1.37 million on $49.90 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $955,284 on $20.35 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $3.02 million in total assets, $3.56 million in total liabilities, and a $540,428 total stockholders' deficit. VALASSIS COMMUNICATIONS: S&P Affirms 'BB-' Corp. Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Livonia, Mich.-based Valassis Communications Inc. to stable from positive. "Our ratings on the company, including the 'BB-' corporate credit rating, were affirmed," S&P said. "The outlook change reflects our view that near-term operating trends will remain weak. Our 'BB-' rating incorporates the expectation that leverage will remain in the low 2.0x area over the next 12 months. We assess Valassis' business risk profile as 'weak,' according to our criteria, acknowledging a high level of volatility in shared mail profitability, competitive pressures in the freestanding insert (FSI) and shared mail markets, a low EBITDA margin, and a narrow business focus. We view the company's financial risk profile as 'significant,' based on historical volatility in leverage and discretionary cash flow generation. These negative factors are only partly offset by management's solid track record of debt repayment and adequate liquidity," S&P said. "The shared mail division generated roughly 60% of revenue in 2011, and is subject to uncertainty regarding the long-term prospects for the direct mail business. The industry faces increasing pressures from various online advertising channels. Online channels account for less than 10% of Valassis' revenues. We believe the long-term competitive dynamics of the direct mail industry will remain difficult. FSIs (about 10% of revenue) are a mature business, competing increasingly with online advertising, and are subject to unfavorable trends in the newspaper business. Despite being essentially a duopoly, the FSI sector is subject to keen ad pricing competition. Previously Valassis' overall business had been somewhat recession-resistant; however recent operating trends indicate the current weakness and budgetary pressures on consumer packaged goods companies could persist," S&P said. "Unexpectedly high coupon redemption rates in the first half of 2011 exhausted consumer packaged goods clients' marketing budgets, leaving a minimal portion of the marketing budget available for Valassis' marketing communications. We expect budgets for 2012 to be affected by broad economic weakness and digital competition. Our 2012 base-case assumptions include flat- to low-single-digit percentage revenue and EBITDA growth, respectively. We expect the EBITDA margin to remain flat or experience a slight improvement from modest cost reductions," S&P said. VIDEOTRON LTEE: Moody's Rates 10-Year Sr. Unsec. Notes at 'Ba1' --------------------------------------------------------------- Moody's Investors Service rated Videotron Ltee's (Videotron) new 10-year senior unsecured notes Ba1, equivalent with ratings on the company's existing senior unsecured notes which were affirmed. Videotron is a wholly-owned subsidiary of Quebecor Media Inc. (QMI) and per Moody's usual practice, Moody's maintains corporate family and probability of default ratings (CFR and PDR respectively) at the senior-most company for which Moody's maintains ratings, which, in this case, is QMI. QMI's Ba2 CFR and PDR were affirmed as was the company's SGL-2 speculative grade liquidity rating (indicating good liquidity) and the Ba3 and B1 ratings of, respectively, the company's senior secured bank credit facility and senior unsecured notes. The ratings outlook remains unchanged at stable. The transaction is a positive as it extends Videotron's weighted average term to maturity. However, since the proceeds from the new issue will be used to prepay all of the remaining 6 7/8% senior unsecured notes due January 15, 2014, and to repay drawings under Videotron's revolving credit facility, the transaction does not change QMI's consolidated debt or cash flow and is therefore credit neutral. This allows the new notes to be issued at the same Ba1 level as the notes they are replacing and allows all of QMI group's ratings to be affirmed. Assignments: Issuer: Videotron Ltee -- Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD3, 35%) Affirmations: Issuer: Videotron Ltee -- Senior Unsecured Regular Bond/Debenture, Affirmed at Ba1, with the LGD assessment revised to LGD3, 35% from LGD3, 37% Issuer: Quebecor Media Inc. -- Corporate Family Rating, Affirmed at Ba2 -- Probability of Default Rating, Affirmed at Ba2 -- Speculative Grade Liquidity Rating, Affirmed at SGL-2 -- Senior Secured Bank Credit Facility, Affirmed at Ba3, with the LGD assessment revised to LGD5, 71% from LGD5, 70% -- Senior Unsecured Regular Bond/Debenture, Affirmed at B1 (LGD5, 87%) -- Outlook, Unchanged at Stable RATINGS RATIONALE QMI's Ba2 ratings are based primarily on the cable-based telecommunications franchise of Videotron and Moody's related expectations of continuing growth. Despite heightened capital expenditures and start-up losses related to launching a facilities-based wireless product, the impact of IPTV competition, and secular pressures in the newspaper publishing business that Moody's thinks will cause its eventual wind-down, Moody's expects the cable business to fuel gradual expansion of cash flow with consolidated Debt/EBITDA leverage being maintained in the low 3x range. Moody's does not think that management has aspirations of reaching investment grade status and, given the company's ownership structure and history, Moody's also thinks that a consequence of cash flow growth is increasing dividend outflow that will effectively constrain the ratings at their existing level. QMI's rating draws support from solid liquidity arrangements that are available to bridge timing differences and to fund extraordinary expenditures. Rating Outlook The ratings outlook is stable, reflecting a balance of positive momentum provided by strong results in the cable business and the potential of future cash drains given growth aspirations and shareholder return requirements. What Could Change the Rating - Up For an upgrade to be considered, it would be preferable that QMI have a stable business platform with growth expected to come primarily from organic developments. With that and were TD/EBITDA expected to be in the sub 3.0x range, FCF/TD over 5%, RCF/TD maintained in excess of 20%, and (EBITDA-CapEx)/Interest improved to above 2.5x - in all cases on a sustainable basis - a ratings upgrade may be considered. What Could Change the Rating - Down Should TD/EBITDA approach 3.5x, FCF/TD be close to break even and RCF/TD trend towards 15%, in all cases on a sustainable basis, the ratings may be subject to downwards pressure. As well, significant debt-financed acquisition activity or adverse liquidity events may prompt an adverse ratings adjustment. The principal methodology used in rating Quebecor was the Global Cable Television Industry Methodology published in July 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. VIDEOTRON LTEE: DBRS Assigns 'BB' Rating to Sr. Unsecured Notes --------------------------------------------------------------- DBRS has assigned ratings of BB (high) and RR3 to Videotron Ltee's (Vid�otron or the Company) issuance of USD 800 million 5.0% senior unsecured notes maturing July 15, 2022 (the Notes). The trend is Stable. The Notes will rank equally with all of the Company's existing and future unsecured unsubordinated indebtedness. This debt issuance was initiated by Vid�otron for settlement on or around March 14, 2012. The Notes will be issued by way of an offering memorandum and reference the trust indenture dated on or around March 14, 2012. DBRS expects Vid�otron to use the proceeds from this issue for the early repayment of any and all of its outstanding U.S. 6 7/8% notes due 2014, repayments under its revolving credit facility, related fees and expenses and general corporate purposes. VITRO SAB: Implements Mexican Reorganization Plan ------------------------------------------------- Bloomberg News reports that Mexican glassmaker Vitro SAB announced it has implemented the reorganization plan approved by a judge in Monterrey, Mexico. The reorganization in Mexico was fought unsuccessfully by holders of some of the $1.2 billion in defaulted bonds. Mexican glassmaker Vitro SAB de CV won approval of its reorganization plan by a judge in Monterrey, Mexico, the company said in a statement Feb. 7, 2012. The reorganization was being fought by holders of some of the $1.2 billion in defaulted bonds. Bondholders were in opposition based on an argument that the company created $1.9 billion in debt owing by the parent to subsidiaries and used the affiliates' debt to vote down opposition from bondholders. Bondholders also opposed the plan because it wouldn't pay their debt in full, although shareholders would retain ownership. Vitro characterized the ad hoc bondholder group as "vulture investors" who have "an established pattern of highly litigious behavior." 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). The Vitro parent told the Mexico stock exchange that it received sufficient acceptances of its reorganization pending in a court in Monterrey. The approval vote was evidently obtained using claims of affiliates. The bondholders are opposing the Mexican reorganization plan because shareholders could retain ownership while bondholders aren't being paid in full. Bondholders previously cited an "independent analyst" who estimated the Mexican plan was worth 49% to 54% of creditors' claims. 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. 0-47477); 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. Blackstone Advisory Partners L.P. serves as financial advisor to the Committee. The U.S. Vitro companies sold their assets to American Glass Enterprises LLC, an affiliate of Sun Capital Partners Inc., for US$55 million. U.S. subsidiaries of Vitro SAB are having their cases converted to liquidations in Chapter 7, court records in January 2012 show. In December, the U.S. Trustee in Dallas filed a motion to convert the subsidiaries' cases to liquidations in Chapter 7. The Justice Department's bankruptcy watchdog said $5.1 million in bills were run up in bankruptcy and hadn't been paid. VUZIX CORP: Defers Payment of $142,000 Loan to LC Capital --------------------------------------------------------- Vuzix Corporation entered into a Supplemental Agreement dated as of Feb. 23, 2012, with LC Capital Master Fund Ltd. Pursuant to the Supplemental Agreement, payment of principal in the amount of $141,666 payable to the Lender on Feb. 23, 2012, pursuant to a Convertible Loan and Security Agreement dated as of Dec. 23, 2010, between the Lender and the Company, was deferred until the maturity of the loan made by the Lender to the Registrant pursuant to the Loan Agreement. The stated maturity date of that loan is Dec. 23, 2014. Repayment of the loan can be accelerated upon the occurrence of an Event of Default, as described in the Loan Agreement. About Vuzix Corp. Rochester, New York-based Vuzix Corporation (TSX-V: VZX) OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video Eyewear products in the defense, consumer and media & entertainment markets. The Company reported a net loss of $4.55 million on $12.25 million of total sales for the year ended Dec. 31, 2010, compared with a net loss of $3.25 million on $11.88 million of total sales during the prior year. The Company also reported a net loss of $2.26 million on $9.24 million of total sales for the nine months ended Sept. 30, 2011, compared with a net loss of $4.08 million on $6.70 million of total sales for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $6.90 million in total assets, $12.35 million in total liabilities, and a $5.45 million total stockholders' deficit. As reported by the TCR on April 6, 2011, EFP Rotenberg, LLP, in Rochester, New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred substantial losses from operations in recent years. In addition, the Company is dependent on its various debt and compensation agreements to fund its working capital needs. According to the independent auditors, some of these obligations include financial covenants which the company must comply with. WARNER SPRINGS: Owner of "Contaminated Site" Files for Chapter 11 ----------------------------------------------------------------- The owner of the Warner Springs Ranch in Warner Springs, California, has filed for bankruptcy protection. Warner Springs Ranchowners Association filed a Chapter 11 bankruptcy petition (Bankr. S.D. Calif. Case No. 12-03031) in San Diego, on March 1, 2012. The Debtor estimated assets of up to $50 million and liabilities of up to $10 million. A document attached to the petition says that a very small portion of the property, located in the Northwest corner of the ranch, was previously used as a burn ash dump site prior to the Debtor taking possession of the property in 1983. The dump site is located next to a dried creek bed. There have been contentious that the contents of the site may contaminate water supply. But water tests have not shown elevated numbers of any contaminates. The Debtor filed on the Petition Date an emergency omnibus motion to (a) pay prepetition wages and benefits of employees, (b) pay payroll and other related taxes, (c) restrain utility from ceasing services, and (d) put up a web site for notice of bankruptcy filings. WARNER SPRINGS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Warner Springs Ranchowners Association dba Warner Springs Ranch P.O. Box 10 Warner Springs, CA 92086 Bankruptcy Case No.: 12-03031 Chapter 11 Petition Date: March 1, 2012 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Judge: Louise DeCarl Adler Debtor's Counsel: Daniel Silva, Esq. GORDON & REES LLP 101 West Broadway, Suite 2000 San Diego, CA 92101 Tel: (619) 696-6700 E-mail: dsilva@gordonrees.com - and ? Jeffrey D. Cawdrey, Esq. GORDON & REES LLP 101 West Broadway, Suite 2000 San Diego, CA 92101 Tel: (619) 696-6700 Fax: (619) 696-7124 E-mail: jcawdrey@gordonrees.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by David Gee, president. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Pala Band of Mission Indians Purchase and $206,832 35008 Pala Temecula Road, PMB 5 Sale Agreement Pala, CA 92059 John H./Lisa M. Gubler Settlement Agreement $70,000 8020 Via Urner Way Bonsall, CA 92003 Travelers Insurance General Liability $47,890 701 B. Street, 6th Floor Insurance San Diego, CA 92101 State Compensation Insurance Fund Insurance $34,466 Eric Jan De Lagillardaie Settlement Agreement $25,000 AFCO Payment Center $21,648 Curative Title Title Company $18,988 Valley Crest Golf Course $17,000 Maintenance San Diego Gas & Electric Utility $12,594 Pacificare Employee Medical $8,803 Insurance Valley Crest Landscape Maintenance $5,000 AT&T Phone Service $3,176 Henderson, Caverly, Plum Tax Attorneys $3,049 Water Quality Specialist Small Water Permit $2,578 Network Design Integrator IT Technician $2,500 Eryn Sisk Employee $1,456 Shirley Parry Employee $1,446 James Sisk Employee $1,212 Elizabeth Bray Employee $1,181 Dennis Parry Employee $1,047 WASHINGTON MUTUAL: Holders May Change Release Elections ------------------------------------------------------- Washington Mutual, Inc. disclosed that holders of WMI preferred and common stock in Classes 19 and 22, respectively, for whom the deadline to grant the releases set forth in Section 41.6 of the Plan is March 7, 2012, and who previously elected to opt out of granting such releases, may change their election in order to be eligible to receive a distribution under the Plan. "If you hold WMI common or preferred stock through a bank or broker and previously elected to opt out of granting such releases, to change your Release Election you should NOT complete any new ballot. Rather, to change your Release Election, you must have your bank or broker contact Kurtzman Carson Consultants, LLC ("KCC") at kcc_gsgsc@kccllc.com as soon as possible so that there may be time to effectuate such change from "opt out" to "opt in" before the Release Deadline. If you do not hold your WMI common stock with a bank or broker and previously elected to opt out of granting such releases, to change your Release Election you must directly contact KCC at kcc_gsgsc@kccllc.com as soon as possible and before the Release Deadline. Holders of WMI preferred and common stock and banks and brokers that are voting nominees of beneficial owners of WMI preferred and common stock are urged to contact KCC if they have any questions." Equity Interest Estimation BankruptcyData.com reports that Washington Mutual filed with the U.S. Bankruptcy Court a motion to estimate the maximum amount of certain equity interests for the purposes of establishing reserves under the Debtors' Chapter 11 Plan. The motion explains, "...unless the Court estimates the maximum amount of the Estimated Interests for reserve purposes as requested herein, the Debtors will not be able to effectuate the distributions of Reorganized Common Stock contemplated pursuant to the Plan until the unliquidated amounts are litigated and determined." The Court scheduled a March 14, 2012 hearing to consider the motion. Separately, the Court approved the Company's motion for a stipulation and agreement between the Debtors and Tranquility Master Fund. HoldCo Objection Resolved The U.S. Bankruptcy Court for the District of Delaware approved the stipulation entered between Washington Mutual Inc., et al., and HoldCo Advisors, L.P., resolving the objection of HoldCo to the Debtors' Seventh Amended Plan. As reported in the Troubled Company Reporter on Feb. 13, 2012, HoldCo's objection asserted, among other things, the Plan violates section 510(a) of the Bankruptcy Code, because the current plan waterfall provisions subordinates the CCB-1 Guarantees Claims in a manner inconsistent with the governing contractual provisions and applicable law, thus rendering the Plan unconfirmable under section 1129(a)(3) of the Bankruptcy Code. Separately, according to BankruptcyData.com, the Court also issued an order (I) approving the settlement agreement related to FDIC litigation and authorizing the Debtors' consummation thereof and (II) modifying the automatic stay under Section 362 of the Bankruptcy Code, as necessary, to allow payment of the settlement amount under directors' and officers' insurance policies. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- was the 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. Records filed Jan. 24, 2012, say that Washington Mutual Inc., former owner of the biggest U.S. bank to fail, has spent $232.8 million on bankruptcy professionals since filing its Chapter 11 case in September 2008. Washington Mutual, Inc. disclosed that Judge Mary Walrath at a hearing Feb. 17 said she will approve WaMu's reorganization plan, thus concluding the three and one-half year-old bankruptcy. The Plan is based on a global settlement intended to remove almost all opposition to the reorganization and remedy defects the judge identified in September. The plan is designed to distribute $7 billion. Under the reorganization plan, WaMu will establish a liquidating trust to make distributions to parties-in-interest on account of their allowed claims. WASTE2ENERGY: Chapter 11 Trustee Extended to New Debtors -------------------------------------------------------- Judge Kevin Carey of the Bankruptcy Court for the District of Delaware has ordered that all applicable orders previously approved in the initial chapter 11 case of Waste2Energy Holdings, Inc., are applicable to the New Debtors, effective as of the Petition Date. The Court authorizes the U.S. Trustee to appoint Wayne P. Weitz as the chapter 11 trustee for the New Debtors. The chapter 11 trustee for the New Debtors is authorized to operate and manage the New Debtors and to take custody of all of the assets and books and records of the New Debtors. The chapter 11 trustee for the New Debtors is also authorized to terminate all of the officers and directors of the New Debtors, to take all actions on behalf of the New Debtors. About Waste2Energy Holdings Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets: WTEZ) -- http://www.waste2energy.com/-- is a "cleantech" technology company that designs, builds, installs and sells waste to energy plants that generate "Renewable Green Power" converting biomass or other solid waste streams traditionally destined for landfills into clean renewable energy. The Company's balance sheet at June 30, 2010, showed $3.4 million in total assets, $11.7 million in total liabilities, and a stockholders' deficit of $8.3 million. On Aug. 8, 2011, four creditors filed an involuntary Chapter 11 petition against Waste2Energy Holdings (Bankr. D. Del. Case No. 11-12504). Judge Kevin J. Carey presides over the case. The petitioning creditors, allegedly owed $3.2 million in the aggregate, are represented by Frederick B. Rosner, Esq., at The Rosner Law Group, LLC. On Sept. 21, 2011, the Court entered an order effectively converting the case from an involuntary to voluntary chapter 11 proceeding. On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter 11 trustee. Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Trustee's bankruptcy counsel. WASTE2ENERGY: Ch. 11 Trustee Can Access $500,000 DIP Financing -------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware has authorized Wayne P. Weitz, the Chapter 11 trustee for Waste2Energy Holdings, Inc., to obtain postpetition financing not to exceed $500,000 from WTE Waste to Energy Canada, Inc., pursuant to a DIP budget. The DIP obligations will mature on Apr. 30, 2012and will bear interest at 15% per annum to all funded loan amounts under the DIP facility. In addition, the DIP obligations will include a 3% facility fee and administrative fee for costs and expenses as DIP Lender not to exceed $150,000. As adequate protection, the DIP Lender is granted: 1. Superpriority administrative expense claims with priority over all other administrative expenses which will be subject and subordinate only to the carve-out. 2. Fully perfected first priority DIP financing liens on all assets of the Debtors with priority over existing claims subject only to the care-out and any valid pre-existing secured claims. A full-text copy of the DIP order is available for free at: http://bankrupt.com/misc/WASTE2ENERGY_dipfinalorder.pdf About Waste2Energy Holdings Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets: WTEZ) -- http://www.waste2energy.com/-- is a "cleantech" technology company that designs, builds, installs and sells waste to energy plants that generate "Renewable Green Power" converting biomass or other solid waste streams traditionally destined for landfills into clean renewable energy. The Company's balance sheet at June 30, 2010, showed $3.4 million in total assets, $11.7 million in total liabilities, and a stockholders' deficit of $8.3 million. On Aug. 8, 2011, four creditors filed an involuntary Chapter 11 petition against Waste2Energy Holdings (Bankr. D. Del. Case No. 11-12504). Judge Kevin J. Carey presides over the case. The petitioning creditors, allegedly owed $3.2 million in the aggregate, are represented by Frederick B. Rosner, Esq., at The Rosner Law Group, LLC. On Sept. 21, 2011, the Court entered an order effectively converting the case from an involuntary to voluntary chapter 11 proceeding. On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter 11 trustee. Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Trustee's bankruptcy counsel. WASTE2ENERGY: Ch. 11 Trustee Authorized to Hire Foreign Counsel --------------------------------------------------------------- The Bankruptcy Court for the District of Delaware has authorized Wayne P. Weitz, the Chapter 11 Trustee for Waste2Energy Holdings, Inc., to employ Appleby LLC as his special foreign counsel, nunc pro tunc to Jan. 25, 2012. As special foreign counsel, Appleby will provide legal advice and assist the Trustee with: (a) corporate governance issues relating to the Isle of Man subsidiaries; (b) potentially initiating a proceeding in the Isle of Man seeking recognition of the Chapter 11 cases and the Trustee; and (c) taking all other actions with respect to matters relating to the Isle of Man. The customary and proposed hourly rates to be charged by Appleby for the individuals expected to be directly involved in representing the Chapter 11 Trustee are: Partners/Senior Counsel GBP440 Senior Associates GBP350 Associates GBP265 Trainees GBP200 To the best of the Trustee's knowledge, Appleby does not represent or hold any interest adverse to the Debtor or its estate. About Waste2Energy Holdings Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets: WTEZ) -- http://www.waste2energy.com/-- is a "cleantech" technology company that designs, builds, installs and sells waste to energy plants that generate "Renewable Green Power" converting biomass or other solid waste streams traditionally destined for landfills into clean renewable energy. The Company's balance sheet at June 30, 2010, showed $3.4 million in total assets, $11.7 million in total liabilities, and a stockholders' deficit of $8.3 million. On Aug. 8, 2011, four creditors filed an involuntary Chapter 11 petition against Waste2Energy Holdings (Bankr. D. Del. Case No. 11-12504). Judge Kevin J. Carey presides over the case. The petitioning creditors, allegedly owed $3.2 million in the aggregate, are represented by Frederick B. Rosner, Esq., at The Rosner Law Group, LLC. On Sept. 21, 2011, the Court entered an order effectively converting the case from an involuntary to voluntary chapter 11 proceeding. On Oct. 4, 2011, Wayne P. Weitz was appointed Chapter 11 trustee. Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Trustee's bankruptcy counsel. WCA WASTE: Moody's Confirms 'B2' Corporate Family Rating -------------------------------------------------------- Moody's Investors Service has confirmed the B2 corporate family rating of WCA Waste Corporation and assigned a B2 corporate family rating to Cod Merger Company, Inc., the entity through which the leveraged buy-out of WCA by entities collectively known as Macquarie Infrastructure Partners II is planned. The B3 rating of WCA's existing $175 million senior unsecured notes due 2019 remains under review for possible downgrade, while a B1 rating has been assigned to the planned $375 million first-lien credit facility of Cod Merger Company, Inc. that will partially fund the acquisition. RATINGS RATIONALE The B2 corporate family rating reflects WCA's small revenue base, limited interest coverage metrics, a record of no net income since 2008 and no free cash flow since 2009. The rating also contemplates an operating environment that should gradually improve as U.S. solid waste volumes, which have declined for several years, begin growing again in 2012. WCA's geographically dispersed portfolio of collection and disposal operations should benefit from the expected positive national volume trend. Versus peers, the company's revenue base is more heavily focused on disposal, rather than hauling, while its landfills are focused on construction and demolition waste streams. Construction and demolition waste volumes typically lag economic growth which may limit WCA's realization of better operating statistics until later this year. But as volumes more decidedly trend upward, WCA's net income and free cash flow generation should return. We expect changes from the pending transaction that are about neutral to the credit profile and thus the B2 CFR assigned to the planned buy-out entity is on par with WCA's existing CFR. The transaction should not affect the reported debt load but earnings from a planned modest asset sale that is a condition precedent to transaction close will be lost. (Elimination of some administrative overhead that WCA had as a public registrant will partially offset.) On a Moody's adjusted basis, proforma for the transaction, several credit metrics would improve as the transaction would eliminate WCA's existing preferred equity, a hybrid security that Moody's treats only partially as equity (25% equity, 75% debt treatment). On a Moody's adjusted basis, proforma for the transaction, Q3-2011 debt to EBITDA would have been 5.3x versus 6.2x with cash flow leverage metrics unaffected (free cash flow to debt of -2%) as the preferred dividends are paid-in-kind currently. The rating outlook is stable because Moody's expects the company's focus on expansion spending will likely continue, which will probably limit the degree of debt reduction possible from the better operating environment. Compared to peers, WCA's performance has been relatively volatile over the past few years, given its greater exposure to construction and demolition markets, which make the earnings profile more economically sensitive. Strategic investments will likely be necessary to raise the waste network's return profile and make earnings/cash flow more resilient. Following the transaction an all first-lien bank debt structure with customary maintenance covenants will exist. Accordingly, pursuant to Moody's Loss Given Default Methodology, a better than- average family recovery of estimated liability claims in a stress scenario was assumed-- resulting in a one-notch lower probability of default rating versus the corporate family rating. The higher recovery assumption and presence of some junior, non-debt claims drove the one notch uplift to B1 on the planned first-lien credit facility, versus the corporate family rating. The B3 rating of WCA's existing $175 million senior unsecured notes due 2019 remains under review for possible downgrade. Based on results of the company's tender solicitation thus far, the amount of bonds outstanding following transaction close would be quite small; untendered bonds would comprise an effectively junior, covenant-stripped debt class within the planned capital structure. As such, a high risk of loss for note holders in a stress scenario would likely drive a multi-notch rating downgrade. As well, the instrument rating could be withdrawn, consistent with Moody's Withdrawal Policy. Upward rating momentum would depend on EBIT to interest to approaching 2x with free cash flow to debt in the mid-single digit percentage range. Downward rating pressure would develop with EBIT to interest below 1x and negative free cash flow. Ratings are: Cod Merger Company, Inc. (to be renamed WCA Waste Corporation at transaction close) Corporate family, assigned at B2 Probability of default, assigned at B3 $100 million five-year first-lien revolver, assigned at B1, LGD3, 31% $275 million six-year first-lien term loan, assigned at B1, LGD3, 31% Outlook, Stable WCA Waste Corporation Corporate family, confirmed at B2 (will be withdrawn at close of planned buy-out) Probability of default, confirmed at B2 (will be withdrawn at close of planned buy-out) $175 million senior unsecured notes due 2019, continuing under review for possible downgrade [B3, LGD5, 76%] Speculative grade liquidity, unchanged at SGL-3 The principal methodology used in rating Cod Merger Company, Inc. was the Solid Waste Management Industry Methodology published in February 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. WCA Waste Corporation, based in Houston, TX, is a provider of non- hazardous solid waste management services. Revenues for the last twelve months ended September 30, 2011 were $263 million. Cod Merger Company, Inc. is the entity through which WCA is planned to be acquired by entities collectively known as Macquarie Infrastructure Partners II. WNC SOLO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: WNC Solo, Inc P.O. Box 1787 Robbinsville, NC 28771 Bankruptcy Case No.: 12-20035 Chapter 11 Petition Date: February 27, 2012 Court: U.S. Bankruptcy Court Western District of North Carolina (Bryson City) Judge: George R. Hodges Debtor's Counsel: D. Rodney Kight, Jr., Esq. KIGHT LAW OFFICE PC 7 Orchard Street, Suite 100 Asheville, NC 28801 Tel: (828) 255-9881 Fax: (828) 255-9886 E-mail: info@kightlaw.com Scheduled Assets: $2,471,476 Scheduled Liabilities: $2,733,422 The Company?s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ncwb12-20035.pdf The petition was signed by Andy P. Jordan, president. * Moody's: 2nd-Lien Recovery Only Slightly Higher Than Unsecured ---------------------------------------------------------------- Second-lien debt provides only slightly better average recovery in default than similarly positioned senior unsecured debt, suggesting that second-lien holders may gain a false sense of security from their claim on a borrower's collateral, says a new special comment by Moody's Investors Service. "Second-lien debt can offer investors the best of both worlds: a security interest in the borrower's assets and a better interest rate than more-senior debt," said David Keisman, a Moody's Senior Vice President and author of the report. "But it is unlikely that second-lien holders expect such a slight advantage over unsecured debt." Within the same issuer family, the second-lien collateral claim is still important, Moody's notes. Second liens had a much better average recovery (66%) than unsecured debt (30%) within the same corporate family. Moody's review of 151 second-lien debt issuers that have defaulted since 1988 shows that across issuer families, the second-lien recovered an average of only 3.6 percentage points more than similarly positioned senior unsecured debt instruments. The data come from Moody's Ultimate Recovery Database, which includes recovery data for about 1,000 corporate defaults dating back to 1988. Moody's says this finding throws into question the incremental recovery value of second-lien collateral interests, which in theory should provide a recovery benefit in a default. But that's not always the case when a borrower's assets may be sold below their true value to satisfy first-lien lenders, leaving less for second-lien holders, says Moody's. "Lenders may consider their claims on collateral?getting paid from liquidation of hard assets?a better deal than squabbling over residual value after secured lenders have taken their share. But if collateral values erode, then lenders may gain little recovery benefit from their efforts to perfect their claims and craft intercreditor agreements," said Keisman. Moody's says that capital structure and firm-wide recoveries are critical factors in second-lien recoveries. The presence of an unsecured subordinated debt cushion significantly boosts second- lien recoveries, as does ample collateral coverage that is sufficient to repay both firstand second-lien lenders. For more information, please see the full report "False Sense of Security: Second-liens offer only slightly better recovery in default than similarly positioned senior unsecured debt" on http://www.moodys.com/ * S&P's Global Corporate Default Tally Still at 18 as of March 1 ---------------------------------------------------------------- With no global corporate issuer defaults lass week, the 2012 global corporate default tally remains at 18, said an article published today by Standard & Poor's Global Fixed Income Research, titled "Global Corporate Default Update (Feb. 23 - 29, 2012)." Of the 18 total defaults this year, 11 were based in the U.S., four in the emerging markets, and three in Europe. Missed payments accounted for eight defaults, bankruptcy filings accounted for three, distressed exchanges were responsible for two, and three defaulters were confidential. Of the remaining defaults, one was due to a notice of acceleration by the issuer's lender and the other was due to the company's placement under regulatory supervision. * S&P Expects Default Rate to Rise 3.3% in 2012 ----------------------------------------------- As expected, the trailing 12-month U.S. corporate speculative- grade default rate continued to decline in 2011, closing the year at 1.98%, said an article published March 1 by Standard & Poor's Global Fixed Income Research, titled "U.S. Corporate Speculative- Grade Defaults Totaled 29 In 2011, Two More Than Forecasted." "The decline represented a drop from 3.3% as of year-end 2010 and is slightly higher than our 2011 baseline forecast of 1.8%," said Diane Vazza, head of Standard & Poor's Global Fixed Income Research. "Twenty-nine speculative-grade entities defaulted in 2011--just two more than we'd expected." The first half of the year was relatively good, with the U.S. economic recovery showing increasing momentum and the improved credit market conditions continuing from 2010. However, the economy didn't grow as much as expected in 2011, and the sovereign funding problems in Europe worsened as the year progressed, increasing the risk of contagion in the U.S. Moreover, other factors such as the heightened uncertainty in the Middle East also contributed to the more pessimistic credit market conditions that prevailed during the latter part of the year. The distribution of default occurrences reflected this shift: 19 of the 29 speculative-grade entities that defaulted did so in the second half of the year. "In 2012, we expect the default rate to rise to 3.3%, with 51 issuers defaulting on their obligations," said Ms. Vazza. For more details, see "The U.S. Corporate Default Rate Is Forecasted To Rise To 3.3% In 2012," published Feb. 2, 2012, on RatingsDirect on the Global Credit Portal. * Small Georgia Bank Shuttered; 12th in 2012 -------------------------------------------- U.S. regulators closed a Georgia community bank on Friday bringing total closures to 12 so far this year. Regulators closed Global Commerce Bank, in Doraville, with $143.7 million in assets and $116.8 million in deposits. The Federal Deposit Insurance Corp., as receiver, sign a deal for Metro City Bank, also of Doraville, to assume all of Global Commerce Bank's deposits and about $79 million of the failed bank's assets. As the economy recovers and the 2007-2009 financial crisis fades further into the distance, the pace of bank failures has slowed, Reuters says. By this time last year, 23 banks have been shuttered. In 2010, 157 banks with $92.1 billion in total assets failed while 92 institutions with $34.9 billion in total assets were closed in 2011. According to Reuters, smaller banks, particularly those with less than $1 billion in assets, have made up the majority of closures the past few years. 2012 Failed Banks List The FDIC was appointed as receiver for the closed banks. To protect the depositors, the FDIC entered into a purchase and assumption agreement with various banks that agreed to assume the deposits of most of the closed banks. The FDIC also entered into loss-share transactions on assets bought by the banks. For this year, the failed banks are: Loss-Share Transaction Party FDIC Cost Assets of Bank That Assumed to Insurance Closed Bank Deposits & Bought Fund Closed Bank (millions) Certain Assets (millions) ----------- ----------- ----------------- ------------ Global Commerce Bank $143.7 Metro City Bank $17.9 Home Savings of Amer. $434.1 [No Acquirer] $38.8 Central Bank of Georgia $278.9 Ameris Bank $67.5 Charter National Bank $93.9 Barrington Bank $17.4 SCB Bank $182.6 First Merchants Bank $33.9 Tennessee Commerce $1,185.0 Republic Bank & Trust $416.8 First Guaranty Bank $377.9 CenterState Bank $82.0 BankEast $272.6 U.S. Bank N.A. $75.6 Patriot Bank $111.3 First Resource Bank $32.6 The First State Bank $416.8 Hamilton State Bank $416.8 Central Florida $79.1 CenterState Bank $24.4 American Eagle $19.6 Capital Bank, N.A. $3.2 In 2011 there were 92 failed banks, compared with 157 in 2010, 140 in 2009 and just 25 for 2008. A complete list of banks that failed since 2000 is available at: http://www.fdic.gov/bank/individual/failed/banklist.html 813 Banks in Problem List The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that The number of institutions on the FDIC's "Problem List" declined from 844 to 813 during the quarter, and total assets of "problem" institutions fell from $339 billion to $319.4 billion. The number of institutions in the "problem list" has decreased for the third consecutive quarter. The FDIC defines "problem" institutions as those with financial, operational or managerial weaknesses that threaten their viability. The deposit insurance fund, which protects customer holdings up to $250,000 per account in the event of a failure, saw its balance increase in the fourth quarter to $9.2 billion (unaudited) from $7.8 billion in the third quarter, the eighth consecutive quarterly increase. Problem Institutions Failed Institutions -------------------- ------------------- Year Number Assets (Mil) Number Assets (Mil) ---- ------ ------------ ------ ------------ 2011 813 $319,432 92 $34,923 2010 884 $390,017 157 $92,085 2009 702 $402,800 140 $169,700 2008 252 $159,405 25 $371,945 2007 76 $22,189 3 $2,615 2006 50 $8,265 0 $0 2005 52 $6,607 0 $0 2004 80 $28,250 4 $170 Federal regulators assign a composite rating to each financial institution, based upon an evaluation of financial and operational criteria. The rating is based on a scale of 1 to 5 in ascending order of supervisory concern. "Problem" institutions are those institutions with financial, operational, or managerial weaknesses that threaten their continued financial viability. Depending upon the degree of risk and supervisory concern, they are rated either a "4" or "5." The number and assets of "problem" institutions are based on FDIC composite ratings. Prior to March 31, 2008, for institutions whose primary federal regulator was the OTS, the OTS composite rating was used. * New NY Bankruptcy Court Chief Poised to Take Over --------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that the U.S. Bankruptcy Court for the Southern District of New York welcomes a new leader Thursday, when Judge Cecelia G. Morris takes the chief judge's reins and prepares to lead what is arguably the most important bankruptcy court in the country. Judge Morris is taking over the top position at the court from Chief Judge Arthur J. Gonzalez, who is retiring after 16 years on the bench to become a full-time faculty member and senior fellow at the New York University School of Law, according to Law360. * Delaware Adopts Local Rule to Help Bankruptcy Judges ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the federal courts in Delaware adopted a local rule designed to prevent the bankruptcy courts from unintentionally falling into a trap as a result of a decision from the U.S. Supreme Court last year in a case called Stern v. Marshall. The high court ruled that a bankruptcy court doesn't have power under Article III of the Constitution to issue a final ruling on a state-law-based counterclaim against a creditor when the counterclaim wouldn't be entirely resolved by deciding the creditor's claim. According to the report, the new local rule, being adopted by districts around the country, says that bankruptcy courts can continue hearing disputes where they may not have constitutional power to render final rulings, unless a district judge orders otherwise. The bankruptcy courts may issue proposed rulings, the local rule says. Similarly, if a bankruptcy judge issues a final ruling and it's later decided there was no constitutional basis to do so, the ruling from the bankruptcy court will be treated as proposed findings of fact or conclusions of law. * Blackstone Group Secures Stake in San Francisco-Area Office ------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that Blackstone Group LP has wrestled a large chunk of a San Francisco-area office park away from Starwood Capital Group in the latest smack down in the world of distressed commercial real estate. * DelShah Capital Resolves Two Property Bankruptcies ---------------------------------------------------- Michael Shah, principal and chief executive officer of DelShah Capital, LLC (DelShah), the real estate investment, debt acquisition, development and management company disclosed they have resolved two formerly bankrupt New York City properties and brought positive conclusions to them in the last twelve months. According to Mr. Shah, "Every distressed opportunity is different. And success is defined in different ways. Here are two examples of positive outcomes from bankruptcies completed in the past year in which the end result was ownership of the asset and great returns on our credit investments. DelShah excels at processing complicated legal and financial situations." In Harlem, DelShah Capital has just purchased 101 West 126th Street through a New York State Bankruptcy Court ordered sale for $11,240,000. In 2010, a DelShah affiliate purchased the non- performing senior mortgage note for the 32-unit multi-family apartment building, with a ground floor commercial space, at the corner of West 126th Street and Lenox Avenue. DelShah was poised to purchase the property in May 2011 when the debtor declared bankruptcy. DelShah was able to reach agreement with the debtor and junior creditors, resolve the bankruptcy and take title in just 9 months. From March 2011 through the present, DelShah Management undertook a full renovation to the building with complete upgrades to over 50% of the units. Prior to DelShah's involvement the building was at less than 60% occupancy under the control of a court appointed receiver, but it is now fully occupied with an increase in the rent roll from $635,000 to over $1,000,000 annually. The commercial space has been leased to Sun of May, LLC for use as a food and beverage venue scheduled to open in Spring 2012. At 639 West 46th Street, the former home of H & H Bagels, in Manhattan, DelShah Capital purchased the senior note in May 2010 and began a foreclosure on the building. Helmer Toro, the owner of 639 West 46th Street, then filed for bankruptcy. DelShah and other creditors converted the case into Chapter 7 liquidation. In February 2012, the property was sold to the second mortgagee MKF Management and DelShah Capital received payment in full on its senior lien position, inclusive of default interest at 24%. Michael Shah stated, "These deals exemplify DelShah's ability to resolve conflict among lenders and owners in an expeditious manner which then benefits the property and increases its value." About DelShah Capital, LLC DelShah Capital is a full-service real estate and CRE debt acquisition, development and management company that owns and operates 1,750 multifamily units as a part of its 2-million square foot commercial and residential real estate portfolio that is spread through the five boroughs of New York City. DelShah has been very active in purchasing non- performing CRE loans in the New York region, having completed $40 million in acquisitions since the recession began. The company has expertise in identifying, financing, managing, rebranding and exiting those investments on behalf of institutional clients and for its own portfolio. DelShah specializes in the purchase and foreclosure of non- performing commercial mortgages, including resolving bankruptcies and complex litigation on the acquisition side. The firm integrates rigorous financial and legal structuring with professional real estate asset management. This combination of disciplines makes DelShah Capital a unique operating partner. * Allen Jeffcoat Joins Turner Padget as Partnet in Myrtle --------------------------------------------------------- Natalie Rodriguez at Bankruptcy Law360 reports that South Carolina law firm Turner Padget Graham & Laney PA has snagged a new partner for its Myrtle Beach office by luring away a real estate and bankruptcy expert from his solo practice, the firm said Thursday. Law360 relates that Allen Jeffcoat, who had practiced at his own firm since 1985, is expected to bring a significant boost to Turner Padget's real estate transactional work, particularly in the realm of South Carolina's northeast coastal tourist mecca Grand Strand, and a deep knowledge of bankruptcy proceedings involving property. * Chief of Delaware Attorney's Office Rejoins Chadbourne -------------------------------------------------------- The international law firm of Chadbourne & Parke disclosed that Keith M. Rosen, Chief of the Criminal Division in the United States Attorney's Office for the District of Delaware, has rejoined the Firm's White Collar Defense, Regulatory Investigations and Litigation Group as Counsel in the Washington, D.C. office. Mr. Rosen first joined the Criminal Division in the District of Delaware in 1999, and has over ten years of trial and appellate litigation experience. He has worked extensively on investigations involving financial institution fraud and securities fraud, including insider trading, as well as economic espionage and export violation matters. He has lectured on topics including market manipulation in the over-the-counter securities markets, and has been a participant in the Department of Justice Securities and Commodities Fraud Working Group. Mr. Rosen initially came to Chadbourne from the DOJ in 2005, and spent approximately two years with the firm until returning to the DOJ in 2007 as Chief of the Delaware U.S. Attorney's Office Criminal Division. He is returning now to Chadbourne to focus on building a national Special Investigations and White Collar Defense practice. During his prior tenure at the firm, Mr. Rosen represented individual and corporate clients on matters involving allegations of tax evasion, securities fraud and deceptive trade practices. "Keith's unique combination of skills and experience will be welcome additions to our white collar practice," said Abbe Lowell, head of Chadbourne's White Collar Defense, Regulatory Investigations and Litigation group. "His civil litigation capabilities, particularly with respect to representing corporate and individual clients in complex civil litigation matters, enhance Chadbourne's already outstanding team of trial lawyers. I thoroughly enjoyed working with Keith and I am glad to have him back in our practice." "We are proud to welcome Keith back to the firm," said Mary Lopatto, Managing Partner of Chadbourne's Washington D.C. office, "as we continue to develop our special investigations practice and build upon our reputation as a market leader in the field. It is a pleasure to see a colleague like Keith at Chadbourne again." Andrew Giaccia, Chadbourne Managing Partner, added, "Keith's exceptional background in multi-agency and multi-jurisdictional criminal investigations will be a great asset to the Firm and will complement our nationally and internationally recognized white collar criminal defense practice. On a personal level, we missed Keith when he was away and we are delighted that he has returned to Chadbourne." Chadbourne's White Collar Defense, Regulatory Investigations and Litigation practice counsels and represents clients (including companies, government officials, corporate directors, officers and other professionals) in connection with a wide range of matters, including criminal investigations and defense, congressional investigations, internal investigations, federal agency (SEC, IRS, FTC) cases, inspector general investigations, state attorney general investigations and parallel proceedings. Mr. Rosen is a graduate of Brown University where he earned an A.B., magna cum laude. He received his J.D. from Yale Law School, where he was a senior editor for the Law Review. Following Law School, Mr. Rosen served as a law clerk to the Hon. Edward R. Becker, United States Court of Appeals, Third Circuit, and was then an associate at Morgan, Lewis & Bockius LLP. About Chadbourne & Parke LLP Chadbourne & Parke LLP -- htpp://www.chadbourne.com/ -- an international law firm headquartered in New York City, provides a full range of legal services, including mergers and acquisitions, securities, project finance, private funds, corporate finance, venture capital and emerging companies, energy/renewable energy, communications and technology, commercial and products liability litigation, arbitration/IDR, securities litigation and regulatory enforcement, special investigations and litigation, intellectual property, antitrust, domestic and international tax, insurance and reinsurance, environmental, real estate, bankruptcy and financial restructuring, executive compensation and employee benefits, employment law, trusts and estates and government contract matters. * Jones Day Adds Matthew French as Restructuring Partner -------------------------------------------------------- Jones Day is pleased to announce that restructuring lawyer Matthew French joins the partnership on March 1, 2012 in London. Mr. French is a leading lawyer in corporate restructurings and insolvency with a track record as Managing Director in Global M&A and EMEA Head of Restructuring at Nomura and UBS after being a partner at Lovells. "Matthew is an exciting addition to our Business Restructuring & Reorganization team in London and Europe," said Corinne Ball, European head of Jones Day's Business Restructuring Practice. "The European sovereign debt crisis and the capital adequacy challenges facing European banks have presented new opportunities for our investor clients as alternative lenders and owners and we are also seeing an increase in our levels of activity with special situations groups at banks all over Europe. Our practice is distinguished by our multi-disciplinary teams of restructuring professionals located in each of the main financial centers in Europe, the Middle East, Asia-Pacific, and the United States and Matthew will be a terrific addition." "The appointment of Matthew reflects our commitment to strengthen further our offering across Europe, not least in the distressed transaction space," added Mary Ellen Powers, Jones Day's Partner- in-Charge of EMEA. His mix of legal and investment banking experience will be invaluable." "Matthew's arrival continues the process of growth in the London Office," said John Phillips, Partner-in-Charge of Jones Day's London Office. Drew Salvest (DCM), Paul Exley (energy), John Ahern (banking regulatory), Glyn Powell (fraud litigation), and our London-based U.S. securities law practice team have all joined in the last few months and there are more laterals in the pipeline. Five home-grown London associates joined the partnership in January and we have a very talented group of associates who are following in their footsteps. We're at the heart of a truly global law firm with clarity of purpose and long term vision. These are exciting times." "I am delighted to be joining this great Firm, with its leading restructuring practice and unrivalled global platform," said Matthew French. I am looking forward to working with my colleagues here at Jones Day on all manner of distressed transactions." Jones Day is a global law firm practicing in the major centers of business and finance throughout the world. Ranked among the world's best and most integrated law firms, and perennially ranked among the best in client service, Jones Day acts as principal outside counsel to, or provides significant legal representation for, approximately half of the Fortune 500, the Fortune Global 500, and the FT Global 500. * Keating's K. Erwin and R. Sanker Among Chamers' Top Lawyers ------------------------------------------------------------- Nine attorneys at Keating Muething & Klekamp PLL (KMK(R)) were selected for inclusion in the 2012 edition of Chambers USA: America's Leading Business Lawyers(R), published by Chambers & Partners Publishing. In addition, KMK was recognized as a leading law firm in Ohio in the practice areas of Bankruptcy/Restructuring, Corporate/M&A, and General Commercial Litigation. The KMK lawyers designated as "Leaders in their Field" in Ohio by Chambers USA 2012 include bankruptcy and restructuring lawyers Kevin E. Irwin and Robert G. Sanker. The Chambers & Partners research team spent a year canvassing clients and lawyers across the country to obtain a consistent market view of those firms and lawyers that are considered leaders in their fields. The directory contains a detailed and independently-researched editorial describing each listed law firm and lawyer and its strengths, details of recent work, quotes from clients and peers, and a list of active clients within each practice area. About Keating Muething & Klekamp Based in Cincinnati, Ohio, Keating Muething & Klekamp PLL -- http://www.kmklaw.com/-- is a nationally-recognized law firm delivering sophisticated legal solutions to businesses of all sizes -- from Fortune 100 corporations to start-up companies. KMK received 28 first tier rankings in the 2011-12 Best Law Firms survey (Metropolitan Cincinnati) by U.S. News and Best Lawyers. The 2011 Super Lawyers(R) Business Edition named KMK the Top Large Law Firm in Ohio in Business and Transactions Law. KMK was named the Commercial Litigation Firm of the Year-- USA by Finance Monthly's Law Awards 2011. Founded in 1954, KMK has approximately 105 lawyers and a support staff of 150 employees. * Mark Dyer Joins Allegiance's N.Y. Office as Managing Director --------------------------------------------------------------- Allegiance Capital Corporation, one of the largest private investment banks serving the lower middle market, announced that Mark Dyer has joined its New York office to serve as the Managing Director. "Allegiance Capital Corporation is extremely pleased to have Mr. Dyer, an expert in the transportation industry, join the firm," said David J. Mahmood, Founder and Chairman of Allegiance Capital. "His background and expertise in the trucking industry will allow Allegiance Capital to work with business owners in a more effective and efficient manner. Mr. Dyer, through his understanding of the industry, its operations, its requirements and needs will help Allegiance Capital as a private investment banking firm provide its services of financing, mergers and acquisitions and other capabilities." Before joining Allegiance Capital Corporation, Mr. Dyer led the M & A, strategic partnership and national account initiatives with Dynamex Inc., a North American transportation company based in Dallas. Prior to that, Mr. Dyer was with the travel division of American Express, leading the acquisition and strategic partnership initiatives in North America and Western Europe, and was a Presidents Club award winner. Mr. Dyer has also closed a number of M & A transactions for the MyTravel Group, based out of the U.K. and owned and sold a successful chain of retail wine locations that still flourishes today. "The decision to join Allegiance Capital Corporation was based on the way they treat their clients -- with honesty, integrity and respect," Mr. Dyer said. "Allegiance Capital understands the challenges involved in selling a business, as many of their investment banking professionals started, owned and sold a business or businesses themselves. This provides Allegiance Capital unique insight into developing a proven process model, plus the expertise and empathy to deliver successful results. The firm has built a solid reputation for creating exceptional value for their clients in the middle market sector, and I am very pleased to be part of the Allegiance Capital team." Mr. Dyer will be attending both the ECA (Express Carriers Association) convention April 10-12, 2012 as well as the MCAA's (Messenger Courier Associate of America) 25th annual meeting/ convention May 2-5, 2012. About Allegiance Capital Corporation Allegiance Capital Corporation -- http://www.allcapcorp.com-- is an investment bank specializing in financing and selling businesses in the middle market. * BOND PRICING -- For Week From Feb. 27 to March 2, 2012 -------------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- AMBAC INC 9.375 8/1/2011 11.125 AMBAC INC 9.500 2/15/2021 12.125 AMBAC INC 7.500 5/1/2023 13.000 AMBAC INC 5.950 12/5/2035 13.500 AMBAC INC 6.150 2/7/2087 0.500 AES EASTERN ENER 9.000 1/2/2017 32.000 AGY HOLDING COR 11.000 11/15/2014 37.125 AHERN RENTALS 9.250 8/15/2013 40.000 ALION SCIENCE 10.250 2/1/2015 62.250 AMER GENL FIN 4.625 3/15/2012 98.184 AMR CORP 9.200 1/30/2012 25.000 AM AIRLN PT TRST 10.180 1/2/2013 67.875 AM AIRLN PT TRST 9.730 9/29/2014 30.000 AMR CORP 6.250 10/15/2014 32.500 AMR CORP 10.200 3/15/2020 24.922 AMR CORP 9.880 6/15/2020 27.000 AMR CORP 10.290 3/8/2021 19.100 AMR CORP 10.550 3/12/2021 27.136 AMR CORP 10.000 4/15/2021 29.450 AMR CORP 10.125 6/1/2021 15.500 AMR CORP 9.750 8/15/2021 29.000 AMR CORP 9.800 10/1/2021 24.274 AMERICAN ORIENT 5.000 7/15/2015 44.118 AQUILEX HOLDINGS 11.125 12/15/2016 40.000 BROADVIEW NETWRK 11.375 9/1/2012 92.250 CDWC-CALL03/12 11.000 10/12/2015 106.000 CIT-CALL03/12 7.000 5/1/2016 100.000 CIT-CALL03/12 7.000 5/1/2017 100.000 DELTA AIR 1992B1 9.375 9/11/2017 27.000 DELTA AIR 1993A1 9.875 4/30/2049 20.500 DIRECTBUY HLDG 12.000 2/1/2017 23.000 DELTA PETROLEUM 3.750 5/1/2037 65.000 DUNE ENERGY INC 10.500 6/1/2012 93.000 EASTMAN KODAK CO 7.250 11/15/2013 26.857 EASTMAN KODAK CO 7.000 4/1/2017 26.220 EASTMAN KODAK CO 9.950 7/1/2018 28.200 ENERGY CONVERS 3.000 6/15/2013 50.750 EVERGREEN SOLAR 13.000 4/15/2015 50.000 FIBERTOWER CORP 9.000 11/15/2012 15.250 GREAT ATLANTIC 9.125 12/15/2011 2.000 GLB AVTN HLDG IN 14.000 8/15/2013 33.200 GMX RESOURCES 5.000 2/1/2013 56.689 GMX RESOURCES 5.000 2/1/2013 66.750 GMX RESOURCES 4.500 5/1/2015 40.000 GLOBALSTAR INC 5.750 4/1/2028 55.375 HAWKER BEECHCRAF 8.500 4/1/2015 18.000 HAWKER BEECHCRAF 9.750 4/1/2017 6.000 ELEC DATA SYSTEM 3.875 7/15/2023 93.060 HORIZON LINES 6.000 4/15/2017 20.000 KELLWOOD CO 7.625 10/15/2017 29.000 LEHMAN BROS HLDG 6.000 7/19/2012 27.563 LEHMAN BROS HLDG 5.000 1/22/2013 25.470 LEHMAN BROS HLDG 5.625 1/24/2013 28.125 LEHMAN BROS HLDG 5.100 1/28/2013 25.630 LEHMAN BROS HLDG 5.000 2/11/2013 26.000 LEHMAN BROS HLDG 4.800 2/27/2013 26.000 LEHMAN BROS HLDG 4.700 3/6/2013 26.500 LEHMAN BROS HLDG 5.000 3/27/2013 26.010 LEHMAN BROS HLDG 5.750 5/17/2013 27.500 LEHMAN BROS HLDG 5.250 1/30/2014 26.000 LEHMAN BROS HLDG 4.800 3/13/2014 27.750 LEHMAN BROS HLDG 5.000 8/3/2014 25.500 LEHMAN BROS HLDG 6.200 9/26/2014 28.375 LEHMAN BROS HLDG 5.150 2/4/2015 25.500 LEHMAN BROS HLDG 5.250 2/11/2015 25.760 LEHMAN BROS HLDG 8.800 3/1/2015 26.028 LEHMAN BROS HLDG 7.000 6/26/2015 24.000 LEHMAN BROS HLDG 8.500 8/1/2015 25.002 LEHMAN BROS HLDG 5.000 8/5/2015 25.630 LEHMAN BROS HLDG 7.000 12/18/2015 26.000 LEHMAN BROS HLDG 5.500 4/4/2016 26.392 LEHMAN BROS HLDG 8.920 2/16/2017 26.000 LEHMAN BROS HLDG 11.000 6/22/2022 25.750 LEHMAN BROS HLDG 11.000 7/18/2022 26.500 LEHMAN BROS HLDG 11.500 9/26/2022 25.750 LEHMAN BROS HLDG 9.500 12/28/2022 25.869 LEHMAN BROS HLDG 10.375 5/24/2024 26.125 LEHMAN BROS INC 7.500 8/1/2026 3.000 LEHMAN BROS HLDG 11.000 3/17/2028 26.510 ELI LILLY & CO 3.550 3/6/2012 100.119 LIFECARE HOLDING 9.250 8/15/2013 74.324 MASHANTUCKET PEQ 8.500 11/15/2015 5.025 MF GLOBAL HLDGS 6.250 8/8/2016 32.000 MF GLOBAL LTD 9.000 6/20/2038 33.125 MANNKIND CORP 3.750 12/15/2013 56.750 PMI GROUP INC 6.000 9/15/2016 22.625 PENSON WORLDWIDE 8.000 6/1/2014 41.536 POWERWAVE TECH 3.875 10/1/2027 40.076 POWERWAVE TECH 3.875 10/1/2027 38.310 RAD-CALL03/12 8.625 3/1/2015 101.492 REDDY ICE CORP 13.250 11/1/2015 49.000 REAL MEX RESTAUR 14.000 1/1/2013 45.900 RESIDENTIAL CAP 6.500 6/1/2012 90.500 RESIDENTIAL CAP 8.500 4/17/2013 58.000 COMPLETE PR-CALL 8.000 12/15/2016 104.080 THORNBURG MTG 8.000 5/15/2013 7.958 THQ INC 5.000 8/15/2014 50.000 TOUSA INC 9.000 7/1/2010 12.967 TOUSA INC 9.000 7/1/2010 13.000 TRAVELPORT LLC 11.875 9/1/2016 35.000 TRAVELPORT LLC 11.875 9/1/2016 32.000 TIMES MIRROR CO 7.250 3/1/2013 35.000 MOHEGAN TRIBAL 8.000 4/1/2012 98.549 MOHEGAN TRIBAL 7.125 8/15/2014 66.125 TEXAS COMP/TCEH 7.000 3/15/2013 45.000 TEXAS COMP/TCEH 10.250 11/1/2015 26.000 TEXAS COMP/TCEH 10.250 11/1/2015 26.181 TEXAS COMP/TCEH 10.250 11/1/2015 27.600 VERSO PAPER 11.375 8/1/2016 50.250 WILLIAM LYONS 7.625 12/15/2012 30.000 WILLIAM LYON INC 10.750 4/1/2013 28.000 WILLIAM LYON INC 7.500 2/15/2014 29.000 WASH MUT BANK FA 5.650 8/15/2014 0.500 ********* 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, 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 2012. 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 ***