/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120412.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, April 12, 2012, Vol. 16, No. 101 Headlines 201 WESTMORELAND: Files for Chapter 11 in Los Angeles 2655 BUSH: Court OKs St. James Law as Bankruptcy Counsel 39610 ENTREPRENEUR: Case Summary & 7 Largest Unsecured Creditors 785 PARTNERS: First Manhattan's Claim Pegged at $96.9-Mil. 785 PARTNERS: Lender Allowed Default Interest But No Late Fee AEOLUS PHARMACEUTICALS: BARDA Plans to Exercise $9.1-Mil. Options AES EASTERN: Asks Court for More Time to Exclusively File Plan AES EASTERN: Gets Extension to Decide on Unexpired Leases ALLY FINANCIAL: Declares $134 Million Dividend for U.S. Treasury AMBASSADOR MEDIA: Files for Chapter 7 Bankruptcy AMERICAN DIAGNOSTIC: Can Use Cash Collateral Until May 31 AMERICAN DIAGNOSTIC: Plan Outline Hearing to Continue on April 26 AMERICAN ORIENTAL: Receives NYSE Notice of Delisting AMERICAN PATRIOT: Incurs $1.2 Million Net Loss in 2011 ARCADIA RESOURCES: Vicis Capital Has 5.2% Equity Stake ARCAPITA BANK: OK'd to Pay Critical and Foreign Vendors' Claims ARCAPITA BANK: Rothschild Temporarily OK'd as Financial Advisors ARCAPITA BANK: Taps Gibson Dunn as General Bankruptcy Counsel ARCTIC GLACIER: Incurs $84.8 Million Net Loss in 2011 AUDATEX HOLDINGS: Moody's Rates $300MM Sr. Unsec. Notes 'Ba2' BABBIE ENTERPRISES: Voluntary Chapter 11 Case Summary BENDE TRUST: Voluntary Chapter 11 Case Summary BERNARD L. MADOFF: In-Law Wants to Move Clawback Suits BRIDGEWATER POINTE: Willard Acquires Unfinished Projects BROADCAST INT'L: Files Form S-1, Registers 46-Mil. Common Shares BROADSIGN INT'L: Has Final Loan From Likely Buyer JEDFam CATALYST PAPER: Noteholders Bid $275 Million for Assets CEDAR FUNDING: Judge Reverses 2009 Ruling on Consolidating Assets CENTENNIAL BLUFF: Bankruptcy Filing Blocks Foreclosure Auction CHAMPION TILE: Business Problem Prompts Chapter 11 Filing CHAMPION TILE: Case Summary & 20 Largest Unsecured Creditors CHARLES STREET: Bank Says AME Parent Responsible for Loans CHRIST HOSPITAL: Seeks Approval of $5-Mil DIP Financing CHRIST HOSPITAL: Sale of N.J. Hospital for $29.5-Mil Approved CHRISTIAN BROTHERS: Aug. 1 Set as Claims Bar Date COLDWATER PORTFOLIO: Hires Meltzer Purtill as Bankruptcy Counsel COLDWATER PORTFOLIO: Sec. 341 Creditors' Meeting Set for May 14 COLDWATER PORTFOLIO: Wants to Use Rent to Fund Operations COMMUNITY MEMORIAL: Health Clinics Reopen Pending McLaren Deal CONSTELLATION BRANDS: Moody's Raises CFR to 'Ba1'; Outlook Stable CONVERTED ORGANICS: Has 92.8 Million Outstanding Common Shares CRAWFORD FURNITURE: Hires Blackbird to Liquidate Remaining Assets CRYOPORT INC: CEO and Chairman Larry Stambaugh Resigns DAYTOP VILLAGE: Has Interim Access to $5-Mil. DIP Facility DIVERSAPACK OF MONROE: Hearing on Auction-Less Sale April 16 DRYSHIPS INC: Offering 9 Million Shares of Ocean Rig DJSP ENTERPRISES: Grants 400,000 Restricted Shares to Directors EASTMAN KODAK: Dell Wants to Set Off $219,000 in Overcharges EASTMAN KODAK: Taps K&L Gates as Attorney for IP Suits EASTMAN KODAK: Hires Nixon for Antitrust Lawsuit EASTMAN KODAK: Hires Wilmer for Suits vs. Kyocera, et al. EMERALD DAIRY: AFH Holding & Advisory Files Lawsuit EVEREST ACQUISITION: Moody's Cuts Sr. Unsec. Note Rating to 'B2' EVERGREEN SOLAR: Panel Withdraws Plea to Dismiss or Convert Case FIRST STREET: Taps Michael Brooks for Claims vs. MS Mission FIRSTLIGHT HYDRO: Moody's Lifts Rating on Sr. Sec. Bonds to 'Ba2' FKF MADISON: Wins Court Approval of Chapter 11 Plan FRIENDLY ICE CREAM: Seeks Extension of Lease Decision Deadline GARY M. SLAGLE: Case Summary & 20 Largest Unsecured Creditors GLORY INVESTMENT: Case Summary & 2 Largest Unsecured Creditors GRAYMARK HEALTHCARE: Incurs $6.1 Million Net Loss in 2011 GRUBB & ELLIS: Brokers Appeal Sale of Brokerage Commissions GRUBB & ELLIS: Creditors' Panel Retains Altson & Bird as Counsel GRUBB & ELLIS: Section 341(a) Meeting Scheduled for April 18 GRUMMAN OLSON: Successor Liability Claims Not Barred by 363 Sale HAYDEL PROPERTIES: Hearing on Case Conversion Scheduled for May 17 HEMCON MEDICAL: Files for Chapter 11 After $34MM Patent Suit Loss HERCULES OFFSHORE: Receives $10MM Payment from Angola Drilling HOSPITAL DAMAS: Malpractice Claimants Lose Bid to Dismiss Case HOSTESS BRANDS: Wants Aug. 8 Deadline to Decided on Leases HOSTESS BRANDS: Creditors Opposing More Exclusive Plan Rights JEFFERSON COUNTY: Parties-in-Interest Present Issues on Appeal JEFFERSON COUNTY: Wants June 4 Set as General Claims Bar Date JEFFERSON COUNTY: Bondholders Given Approval to Appeal KEOWEE FALLS: Files Schedules of Assets and Liabilities KRONOS INT'L: Debt Repayment Cues Fitch's IDR Raised to 'B+' LOS ANGELES DODGERS: Owner's Ex-Wife Wants Divorce Money LOS ANGELES DODGERS: Fox Sports Objects to Plan Confirmation LUCID INC: Square 1 Forbearance Expires April 30 MEDIA GENERAL: Sees 13% Increase in Broadcast Revenue in Q1 2012 MEDIA GENERAL: Moody's Cuts CFR/PDR to 'Caa1'; Outlook Stable MORTGAGES LTD: Former Officers to Get $3.7MM From D&O Insurer MSR RESORT: Court Extends Exclusive Filing of Plan Until May 21 MSR RESORT: Gets 90-Day Extension to Decide on Operating Leases NEBRASKA BOOK: April 13 Hearing on $80MM Term Loan Offering Set NEVADA CANCER: Court Approves Piercy Bowler as Auditor NEVADA CANCER: Court OKs GFBunting to Provide Plan PR NEVADA CANCER: Exclusive Plan Filing Period Extended to May 30 NEWPAGE CORP: Reports $524 Million Net Loss in 2011 NEWPAGE CORP: Panel Wants Wilmington Trust's Claim Disallowed NORTHERN BERKSHIRE: Wins Confirmation of Chapter 11 Plan OILSANDS QUEST: Gets Chapter 15 Protection in District Court PACIFIC AVENUE: EpiCentre Has New Owner and Confirmed Plan PACIFICA MESA: Court Issues Final Decree Closing Case PEMCO WORLD: Sec. 341 Creditors' Meeting Set for April 13 PEMCO WORLD: Cousins Chipman and Otterbourg to Represent Committee PEMCO WORLD: Taps AlixPartners LLP as Financial Advisor PEMCO WORLD: U.S. Trustee Forms 5-Member Creditors Committee PENN VIRGINIA: Moody's Issues Summary Credit Opinion PENN VIRGINIA: Moody's Revises Outlook on 'Ba3' CFR to Negative PINNACLE AIRLINES: Has 7-Member Unsecured Creditors' Panel PINNACLE AIRLINES: Hearing on $75.2MM Delta Loan on April 25 PINNACLE AIRLINES: Schedules Filing Deadline Moved to May 31 PINNACLE AIRLINES: Court Approves Epiq Engagement PRESTIGE RESORTS: Case Summary & 20 Largest Unsecured Creditors QUIGLEY CO: Pfizer Loses Again on Appeal in Asbestos Case RAINBOW LAND: Sec. 341 Creditors' Meeting Set for May 10 PROCOM ENTERPRISES: Voluntary Chapter 11 Case Summary PROELITE INC: Hires Goldman Kurland as New Accountant RB MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors REAL MEX: Court Authorizes Luiz de la Cruz to File Proof of Claim ROTHSTEIN ROSENFELDT: Accountant's Insurer Ordered to Pay Trustee SEITEL INC: Moody's Upgrades CFR to 'B3'; Outlook Stable SITEL LLC: Moody's Affirms 'B3' CFR; Outlook Changed to Stable SNOKIST GROWERS: Has Court's OK to Use Cash Collateral Until May 7 SOLAR TRUST: 3 More Solar Millennium Units File for Ch. 11 SOUTHERN SKY: Disputes U.S. Trustee's Bid for Chapter 7 Conversion SPRINGFIELD PROPERTIES: Case Summary & Largest Unsecured Creditor SPRINT NEXTEL: Capital Research Holds 10.7% of Series 1 Shares STONE SERVICES: Case Summary & 20 Largest Unsecured Creditors TALON THERAPEUTICS: Joseph Landy Discloses 92.3% Equity Stake TBS SHIPPING: Non-Material Plan Supplement OK'd, Plan Confirmed TECHNEST HOLDINGS: To Offer 53MM Shares Under 2011 Incentive Plan TERRESTAR CORP: Shareholder Wants Confirmation of Plan Denied TITAN PHARMACEUTICALS: To Raise $5.5 Million in Direct Offering TJ'S ALPINE: Case Summary & 5 Largest Unsecured Creditors TRAINOR GLASS: United Architectural Recovers $1.2 Million TRIBUNE CO: Debtor and DirecTV Settle to End Channel Blackout UNIGENE LABORATORIES: Names Zietsman as Finance Exec. Director UNISYS CORP: Moody's Revises Outlook on 'B1' CFR to Stable VMV LAND: Case Summary & 20 Largest Unsecured Creditors WESTRIDGE OFFICE: Case Summary & 4 Largest Unsecured Creditors WETHERINGTON TRACTOR: Case Summary & 20 Largest Unsec. Creditors WIGGINS FARMS: Case Summary & 19 Largest Unsecured Creditors * "Minimal Standard of Living" Test Absolute on Discharge * Moody's Says US Credit Card Sector Continue to Face Challenges * Karol K. Denniston Joins Schiff Hardin in San Francisco * Recent Small-Dollar & Individual Chapter 11 Filings ********* 201 WESTMORELAND: Files for Chapter 11 in Los Angeles ----------------------------------------------------- 201 Westmoreland Associates, Ltd., filed a bare-bones Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 12-22642) in its hometown in Los Angeles on April 10, 2012. The Debtor, in the business of real estate investment, estimated assets and debts of up to $50 million. It expects that funds will be available for distribution to unsecured creditors. According to the case docket, the schedules of assets and liabilities, the statement of financial affairs and the incomplete filings are due April 24, 2012. Warren N. Nemiroff, Esq., in Beverly Hills, California, serves as counsel. 2655 BUSH: Court OKs St. James Law as Bankruptcy Counsel -------------------------------------------------------- 2655 Bush LLC sought and obtained approval from the U.S. Bankruptcy Court to employ St. James Law, P.C. to provide it with general counsel and representation in the course of its Chapter 11 proceedings. The Debtor requires the assistance of Chapter 11 counsel with respect to: a. the requirements of the Bankruptcy Code respecting its operation as a Debtor in Possession; b. the requirements of the Office of the United States Trustee respecting operating matters and the filing of reports; c. the administration of claims, including the evaluation of timely filed Proofs of Claim; and d. the formulation and prosecution of a Plan of Reorganization. St. James Law has a single full-time professional employee, Michael St. James, whose current hourly rate is $585 per hour. The firm attests that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. 2655 Bush LLC filed for Chapter 11 (Bankr. N.D. Calif. Case No. 12-30388) on Feb. 8, 2012. Judge Thomas E. Carlson presides over the case. The company listed assets of $15,045,351 and liabilities of $12,397,119. 39610 ENTREPRENEUR: Case Summary & 7 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: 39610 Entrepreneur Lane LLC 39610 Entrepreneur Lane Palm Desert, CA 92211 Bankruptcy Case No.: 12-18420 Chapter 11 Petition Date: April 4, 2012 Court: United States Bankruptcy Court Central District of California (Riverside) Debtor's Counsel: Kent Salveson, Esq. 28391 Avenida La Mancha San Juan Capistrano, CA 92675 Tel: (949) 291-7393 Fax: (949) 248-1199 E-mail: kent@eexcel.com Scheduled Assets: $957,000 Scheduled Liabilities: $2,376,449 A copy of the Company's list of its seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-18420.pdf The petition was signed by Tami Monica, managing member. 785 PARTNERS: First Manhattan's Claim Pegged at $96.9-Mil. ---------------------------------------------------------- 785 Partners LLC seeks to confirm its plan in this single asset real estate case, and First Manhattan Developments REIT, the principal secured creditor, has filed objections. The Court has already determined that First Manhattan's collateral, the building owned by the Debtor and located at 48th Street and Eighth Avenue, has a market value of $91.7 million. The current dispute concerns the amount of First Manhattan's claim, which the parties agreed to try on stipulated facts. In an April 9, 2012 Memorandum Decision available at http://is.gd/cYdI9ufrom Leagle.com, Bankruptcy Judge Stuart M. Bernstein concludes that First Manhattan held a claim, exclusive of attorneys' fees, in the amount of $96,999,633 as of the Aug. 3, 2011 bankruptcy filing date. First Manhattan's allowed claim also includes any subsequent protective advances. Finally, the judge said, interest will continue to accrue on the principal balance of $81,212,506 and the protective advances at the default rate as defined under the parties' loan documents to the extent permitted by 11 U.S.C. Sec. 506(b). In January 2007, the Debtor borrowed $84,212,506 to finance the construction of the Building from PB Capital Corporation and Commerce Bank, N.A., which was subsequently acquired by T.D. Bank, N.A. The Loans are secured by first priority mortgages on the Building and the Units. The Original Lenders received additional security in the form of the pledge of certain contract deposits and a $3 million letter of credit. First Manhattan is the assignee of the Original Lenders, and holds all of their rights under the Loan Documents. The Loans matured on Aug. 7, 2009. That month, the Original Lenders drew down the Letter of Credit, and as a result, the principal amount presently due on the Loans is $81,212,506. The Debtor has not made or been credited with any payments after the Maturity Date, except for the drawdown of the $3 million letter of credit. About 785 Partners LLC 785 Partners LLC owns a 43-story building on 785 Eighth Avenue, New York. The developer intended to sell 122 condominium units, but it failed to obtain the requisite condominium approvals from the New York State Attorney General. 785 Partners is owned 98.75% by 8 Avenue and 48th Street Development LLC. The remaining membership interests are held by Esplanade Tower Corporation -- its managing member, the holder of a 1% membership interest, and a wholly-owned subsidiary of 8 Avenue -- and Esplanade 8th Avenue LLC -- holder of a passive 0.25% membership interest. The Company obtained $84 million of secured financing in January 2007 from PB Capital Corporation, and TD Bank, N.A. First Manhattan later bought the secured claim and says the claim has risen to $101 million, which is higher than the market value of the property. 785 Partners filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 11-13702) on Aug. 3, 2011. Sheldon I. Hirshon, Esq., Craig A. Damast, Esq., and Lawrence S. Elbaum, Esq., at Proskauer Rose LLP, in New York, represent the Debtor as counsel. Weitzman Group Inc. serves as real estate and financial consultant. In its schedules, the Debtor disclosed $106,000,000 in assets and $95,467,612 in liabilities, all secured. Attorneys for First Manhattan Developments REIT are Silverman Acampora LLP and Schiff Hardin, LLP. On Dec. 14, 2011, the Bankruptcy Court approved the adequacy of the Second Amended Disclosure Statement for the Third Amended Plan of Reorganization filed in the Chapter 11 case of 785 Partners. Terms of the Plan were reported in the Jan. 13, 2012, Nov. 10, 2011, and Oct. 24, 2011 editions of the Troubled Company Reporter. Holders of allowed general unsecured claims will be paid in full, in cash, under the plan. Old membership interests will be canceled and extinguished. 8 Avenue will receive 63.75% of the new membership interests, Tower will receive 1.00%, and Esplanade will receive 0.25%. 785 PARTNERS: Lender Allowed Default Interest But No Late Fee ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. Bankruptcy Judge Stuart M. Bernstein ruled on April 9 that 785 Partners LLC must pay the secured lender pre- bankruptcy and post-bankruptcy interest at a default rate that's 5 percentage points higher than the normal contract rate, According to the report, Judge Bernstein said that the claim of the secured lender First Manhattan Developments REIT included $97 million when the project entered Chapter 11, including about $8 million at the default rate. The lender's total claim will include other advances and attorneys' fees the judge will decide later. The report explains that Judge Bernstein, in his 20-page opinion, ruled that the lender is entitled to the default rate because the owner's proposed plan presumes that the property is worth more than the debt, although the judge ruled in March that the value is less than the debt. When solvency is assumed, Judge Bernstein said he's required to allow interest at the default rate. Judge Bernstein refused to allow the lender to tack on an additional 5 percent late fee. The judge reasoned that the reorganization plan provides for paying the secured claim in full over time, with interest. Since the payments will be assumed to be made on time, there can't be a late fee, Judge Bernstein said. A copy of the Court's April 9, 2012 Memorandum Decision is available at http://is.gd/cYdI9ufrom Leagle.com. About 785 Partners LLC 785 Partners LLC owns a 43-story building on 785 Eighth Avenue, New York. The developer intended to sell 122 condominium units, but it failed to obtain the requisite condominium approvals from the New York State Attorney General. 785 Partners is owned 98.75% by 8 Avenue and 48th Street Development LLC. The remaining membership interests are held by Esplanade Tower Corporation -- its managing member, the holder of a 1% membership interest, and a wholly-owned subsidiary of 8 Avenue -- and Esplanade 8th Avenue LLC -- holder of a passive 0.25% membership interest. The Company obtained $84 million of secured financing in January 2007 from PB Capital Corporation, and TD Bank, N.A. First Manhattan later bought the secured claim and says the claim has risen to $101 million, which is higher than the market value of the property. 785 Partners filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 11-13702) on Aug. 3, 2011. Sheldon I. Hirshon, Esq., Craig A. Damast, Esq., and Lawrence S. Elbaum, Esq., at Proskauer Rose LLP, in New York, represent the Debtor as counsel. Weitzman Group Inc. serves as real estate and financial consultant. In its schedules, the Debtor disclosed $106,000,000 in assets and $95,467,612 in liabilities, all secured. Attorneys for First Manhattan Developments REIT are Silverman Acampora LLP and Schiff Hardin, LLP. On Dec. 14, 2011, the Bankruptcy Court approved the adequacy of the Second Amended Disclosure Statement for the Third Amended Plan of Reorganization filed in the Chapter 11 case of 785 Partners. Terms of the Plan were reported in the Jan. 13, 2012, Nov. 10, 2011, and Oct. 24, 2011 editions of the Troubled Company Reporter. Holders of allowed general unsecured claims will be paid in full, in cash, under the plan. Old membership interests will be canceled and extinguished. 8 Avenue will receive 63.75% of the new membership interests, Tower will receive 1.00%, and Esplanade will receive 0.25%. In March 2012, Judge Bernstein ruled that the 43-story glass-clad condominium building at 785 Eighth Avenue and 48th Street in Manhattan is worth $91.7 million as a rental. The expert for the lender said the building is worth $70.3 million as a rental and $76.4 million as a condominium. The owner's expert testified that the project is worth $103 million as a rental and $93.3 million as a condominium. AEOLUS PHARMACEUTICALS: BARDA Plans to Exercise $9.1-Mil. Options ----------------------------------------------------------------- Aeolus Pharmaceuticals, Inc., received from the Biomedical Advanced Research and Development Authority a Notice of Intent to Exercise options valued at $9.1 million. The bulk of the options are for the period of performance beginning April 1, 2012, and ending March 31, 2013, and include funding for murine and NHP Efficacy studies in Lung Acute Radiation Syndrome, GMP manufacturing, and project management costs. As a result of the notice of intent to exercise the new options, the Company expects revenue for fiscal year 2012 to be in the range of $9 million to $11 million, up from $4.8 million in fiscal year 2011. "BARDA's notice of intent to exercise additional options reflects the hard work and success of our development team and research partners, and our combined success during the first year of the Lung-ARS development contract," said John L. McManus, Chief Executive Officer and President of Aeolus Pharmaceuticals, Inc. "During the base period, we delivered valuable animal models for Lung-ARS and made important progress in the manufacturing of AEOL 10150. The options that BARDA intends to exercise will fund the key animal efficacy studies necessary for the design of our ultimate pivotal studies, as well as important chemistry, manufacturing and controls projects, and will keep our development plan on schedule. We remain grateful to BARDA for the financial support and program input that we receive." In February 2011, BARDA awarded Aeolus a five-year Advanced Research and Development Contract to support the development of AEOL 10150 as a medical countermeasure against the pulmonary effects of acute radiation syndrome and delayed effects of acute radiation exposure, valued up to $118 million. Through the end of February 2012, Aeolus had billed or completed approximately $8.1 million of programs under the contract, had committed work in progress totaling approximately $2.0 million and expected to bill for the full amount of $10.4 million in the base period. Under terms of the contract, Aeolus will receive $10.4 million for the base period of performance and up to an additional $107.5 million in options, if exercised by BARDA, for a total contract value of up to $118 million. In addition to accomplishing the major objectives during the base period of the agreement, Aeolus managed the contract so that 12 additional items were added to create further value for the government during the base period. On Feb. 14, 2012, Aeolus presented the results and deliverables that had been produced during the first twelve months under the base period of the contract at an "In-Progress Review" meeting with BARDA, and requested the exercise of additional contract options, which contain the key items required in the advanced development of AEOL 10150 from April 2012 through March 2013. BARDA's notice of intent to exercise the options is in response to the presentation of the deliverables and progress made under the contract at this meeting. Among the key items in the options BARDA intends to exercise are animal efficacy studies, mechanism of action research and manufacturing and process validation work. All of these items build off of work successfully completed during the first twelve months of the contract base period. The contract is designed to produce the data necessary for an approval under the FDA "Animal Rule" and for a potential Emergency Use Authorization. An approval or EUA would allow the federal government to buy AEOL 10150 for the Strategic National Stockpile under Project Bioshield. Project Bioshield is designed to accelerate the research, development, purchase and availability of effective medical countermeasures for the Strategic National Stockpile. About Aeolus Pharmaceuticals Based in Mission Viejo, California, Aeolus Pharmaceuticals Inc. (OTC BB: AOLS) -- http://www.aeoluspharma.com/-- is developing a variety of therapeutic agents based on its proprietary small molecule catalytic antioxidants, with AEOL 10150 being the first to enter human clinical evaluation. AEOL 10150 is a patented, small molecule catalytic antioxidant that mimics and thereby amplifies the body's natural enzymatic systems for eliminating reactive oxygen species, or free radicals. Studies funded by the National Institutes for Health are currently underway evaluating AEOL 10150 as a treatment for exposure to radiation, sulfur mustard gas and chlorine gas. A second compound, AEOL 11207, has demonstrated efficacy in animal models of Parkinson's disease and is currently being evaluated as a potential treatment for epilepsy. The Company's balance sheet at Dec. 31, 2011, showed $2.77 million in total assets, $22.85 million in total liabilities, and a $20.08 million total stockholders' deficit. Haskell & White LLP, in Irvine, Calif., expressed substantial doubt about the Company's ability to continue as a going concern following the fiscal 2011 financial results. The independent auditors noted that the Company has suffered recurring losses, negative cash flows from operations and management believes the Company does not currently possess sufficient working capital to fund its operations past the second quarter of fiscal 2012. AES EASTERN: Asks Court for More Time to Exclusively File Plan -------------------------------------------------------------- AES Eastern Energy, L.P., et al., ask the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to extend the Debtors' exclusive period to file a Chapter 11 plan and solicit acceptances of the plan by an additional 90 days, through and including July 27, 2012, and Sept. 25, 2012, respectively. Currently the Debtors' exclusive periods for the filing of a Chapter 11 plan and solicitation of acceptances of the plan expire on April 28, 2012, and June 27, 2012, respectively, absent an extension. The Debtors seek a 90-day extension of the Exclusive Periods to provide the Debtors a full and fair opportunity to propose a consensual plan and solicit acceptances of the plan. To maximize recoveries for all parties in interest, following the closing of the sale, the Debtors need sufficient time to evaluate their remaining assets and liabilities, including the Debtors' four retained power plants, which implicate various contractual obligations and complicated tax and regulatory issues, all while winding down operations at the remaining power plants in an expedient manner. Consummation of the sale will relieve the Debtors' estates of significant liabilities and liquidity constraints and ensure that the Debtors have sufficient resources to wind-down their remaining assets. The current sale process has justifiably monopolized most of the Debtors' and their professionals' staff and resources in the initial months of the Chapter 11 cases. After closing of the sale, the Debtors will require additional time to analyze and value their retained assets and liabilities, both with respect to their economic significance to the Debtors' estates, and with respect to the legal and regulatory consequences of winding down the Debtors' estates. The filing of a Chapter 11 plan at this juncture would be premature and disruptive of the sale and wind-down processes. The size of the Debtors' 14 cases, the complexity of the Debtors' leveraged lease financing and numerous legal issues arising in relation thereto, the important considerations surrounding the effect of transfer of the Debtors' assets on the New York State power grid, and the Debtors' current ongoing efforts to consummate the sale, all weigh in favor of extending the Exclusive Periods. Throughout the initial three months of these cases, the Debtors have worked diligently to keep creditors apprised of developments, have negotiated in good faith with parties in interest, and have filed their schedules of assets and liabilities and statements of financial affairs. The Debtors are also current on their administrative obligations. The deadline for the objections to the Debtors' request for extension of the Exclusive Periods is April 18, 2012. The Court will hold a hearing on April 25, 2012, at 10:00 a.m. (Eastern Daylight Time) to decide on the request. 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 plants 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 is the 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. AES Eastern Energy prevailed over opposition and obtained authorization to hold a March 26 auction for the two operating power plants. Under a deal reached prepetition, the Debtor would turn the two operating facilities over to debt holders in exchange for debt, absent higher and better offers. AES EASTERN: Gets Extension to Decide on Unexpired Leases --------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware extended, at the behest of AES Eastern Energy, L.P., et al., the time to assume or reject unexpired leases of non-residential real property until July 27, 2012. As reported by the Troubled Company Reporter on March 23, 2012, the Debtors related that they need additional time to review the leases. They explained that the extension will enable them to properly analyze the leases thoroughly and make informed decisions to benefit all parties-in-interest. 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 plants 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 is the 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. AES Eastern Energy prevailed over opposition and obtained authorization to hold a March 26 auction for the two operating power plants. Under a deal reached prepetition, the Debtor would turn the two operating facilities over to debt holders in exchange for debt, absent higher and better offers. ALLY FINANCIAL: Declares $134 Million Dividend for U.S. Treasury ---------------------------------------------------------------- The Ally Financial Inc. Board of Directors has declared quarterly dividend payments for certain outstanding preferred stock. Each of these dividends were declared by the board of directors on April 4, 2012, and are payable on May 15, 2012. A quarterly dividend payment was declared on Ally's Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of approximately $134 million, or $1.125 per share, and is payable to the U.S. Department of the Treasury. A quarterly dividend payment was also declared on Ally's Fixed Rate Cumulative Perpetual Preferred Stock, Series G, of approximately $45 million, or $17.50 per share, and is payable to shareholders of record as of May 1, 2012. Additionally, a dividend payment was declared on Ally's Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of approximately $22 million, or $0.53 per share, and is payable to shareholders of record as of May 1, 2012. Including the aforementioned dividend payments on the Series F-2 Preferred Stock, Ally will have paid a total of approximately $5.5 billion to the U.S. Treasury since February 2009. This amount includes preferred stock dividends, interest payments and proceeds received by the U.S. Treasury in its sale of Ally trust preferred securities. Ally submitted to its stockholders a proposed consent to waive certain bylaw provisions. Section 6.10(c)(ii) of Ally's bylaws includes approval requirements for certain transactions with affiliates, stockholders, and their respective affiliates and officers, involving consideration in excess of $5 million. The Consent provides that only such transactions that exceed $25 million in total consideration will be subject to the approval requirements. The Consent was approved by a majority of Ally stockholders on April 6, 2012. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. Ally has tapped Goldman Sachs Group Inc. and Citigroup Inc. to advise on a range of issues, including strategic alternatives for the mortgage business and repayment of taxpayer funds. Ally's balance sheet at Sept. 30, 2011, showed $181.95 billion in total assets, $162.22 billion in total liabilities and $19.73 billion in total equity. ResCap According to the Form 10-Q for the quarter ended Sept. 30, 2011, although Ally's continued actions through various funding and capital initiatives demonstrate support for ResCap, there can be no assurances for future capital support. Consequently, there remains substantial doubt about ResCap's ability to continue as a going concern. Should Ally no longer continue to support the capital or liquidity needs of ResCap or should ResCap be unable to successfully execute other initiatives, it would have a material adverse effect on ResCap's business, results of operations, and financial position. Ally said it has extensive financing and hedging arrangements with ResCap that could be at risk of nonpayment if ResCap were to file for bankruptcy. At Sept. 30, 2011, Ally had $1.9 billion in secured financing arrangements with ResCap of which $1.2 billion in loans was utilized. At Sept. 30, 2011, the hedging arrangements were fully collateralized. Amounts outstanding under the secured financing and hedging arrangements fluctuate. If ResCap were to file for bankruptcy, ResCap's repayments of its financing facilities, including those with Ally, could be slower. In addition, Ally could be an unsecured creditor of ResCap to the extent that the proceeds from the sale of Ally's collateral are insufficient to repay ResCap's obligations to the Company. It is possible that other ResCap creditors would seek to recharacterize Ally's loans to ResCap as equity contributions or to seek equitable subordination of Ally's claims so that the claims of other creditors would have priority over Ally's claims. Ally also said that, should ResCap file for bankruptcy, Ally's $331 million investment related to ResCap's equity position would likely be reduced to zero. If a ResCap bankruptcy were to occur and a substantial amount of Ally's credit exposure is not repaid to the Company, it could have an adverse impact on Ally's near- term net income and capital position, but Ally does not believe it would have a materially adverse impact on Ally's consolidated financial position over the longer term. * * * In February 2012, Fitch Ratings downgraded the long-term Issuer Default Rating (IDR) and the senior unsecured debt rating of Ally Financial and its subsidiaries to 'BB-' from 'BB'. The Rating Outlook is Negative. The downgrade primarily reflects deteriorating operating trends in ResCap, which has continued to be a drag on Ally's consolidated credit profile, as well as exposure to contingent mortgage-related rep and warranty and litigation issues tied to ResCap, which could potentially impact Ally's capital and liquidity levels. AMBASSADOR MEDIA: Files for Chapter 7 Bankruptcy ------------------------------------------------ American Bankruptcy Institute reports that Ambassador Media Group filed for chapter 7 bankruptcy on Friday and has already shut down operations. New York-based Ambassador Media Group is an independent, private- equity-backed publisher, which does business as Ambassador Yellow Pages, was founded in 1999. It issued a Manhattan directory in 2000 and now publishes directories for every borough, including two for Nassau County and a bilingual edition for the Bronx. Ambassador Media has been expanding its business to the Web. Ambassador Media Group LLC previously filed for Chapter 11 bankruptcy protection (Bankr. S.D. New York Case No. 09-14603) in July 2009, estimating assets of $10 million to $50 million and debts of up to $100 million. Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, N.Y., represented the Debtor in the reorganization. AMERICAN DIAGNOSTIC: Can Use Cash Collateral Until May 31 --------------------------------------------------------- The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois entered an order authorizing American Diagnostic Medicine, Inc., to continue using cash collateral until May 31, 2012. The bankruptcy judge previously entered orders allowing the Debtor to use cash collateral to fund the Chapter 11 case. The latest order provides that the terms of the final court order authorizing the Debtor's use of cash collateral retroactive to Jan. 28, 2011, entered by the Court on April 29, 2011, will continue in full force and effect, in accordance with the new budget, a copy of which is available for free at http://is.gd/4qVwVG The April 29, 2011 order outlined adequate protection provisions for the Debtor's use of cash collateral as well as events that will cause termination of the Debtor's use. The Debtor agreed to make adequate protection payments, and grant the lenders replacement security interest and first security interests in the Debtor's unencumbered assets. The challenge period will be extended to and including April 30, 2012. The status hearing on the continued cash collateral use will be continued until May 31, 2012, at 10:30 a.m. As of the Petition Date, the Debtor owes Cole Taylor Bank $829,485 in secured loans. It also owed Cardinal Health 414, LLC, $3,362,393 under a junior secured loan. About American Diagnostic Batavia, Illinois-based American Diagnostic Medicine Inc. provides imaging technologies to hospitals, clinics, cardiologists, internal medicine groups and other health care providers throughout the United States. It filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011. Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer, Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $11.3 million in total assets and $11.1 million in total debts. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee has hired K&L Gates LLP as its counsel. AMERICAN DIAGNOSTIC: Plan Outline Hearing to Continue on April 26 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on April 26, 2012, at 10:30 a.m., to consider the adequacy of the disclosure statements with respect to the competing Chapter 11 plans for American Diagnostic Medicine, Inc. The Disclosure Statement hearing was previous scheduled for March 6. As reported by the Troubled Company Reporter on Feb. 22, 2012, the plan proposed by the Debtor, according to the disclosure statement, will ensure that the best likelihood for success and distribution to creditors. The Debtor's Plan translates to a 60% to 75% distribution to holders of allowed unsecured claims. Under the Plan, the primary objectives are: (a) maximize distributions to all creditor groups on a fair and equitable basis; and (b) provide sufficient funds to restructure the Debtor. The Committee Plan will be financed through a combination of available cash, sale proceeds, operating profits from the Reorganized Debtor's future business operations and recoveries from avoidance actions and causes of action. About American Diagnostic Batavia, Illinois-based American Diagnostic Medicine Inc. provides imaging technologies to hospitals, clinics, cardiologists, internal medicine groups and other health care providers throughout the United States. It filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011. Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer, Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $11.3 million in total assets and $11.1 million in total debts. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee has hired K&L Gates LLP as its counsel. AMERICAN ORIENTAL: Receives NYSE Notice of Delisting ---------------------------------------------------- American Oriental Bioengineering, Inc., disclosed that it was notified by the New York Stock Exchange that it is not in compliance with NYSE rules due to the Company's failure to timely file its Annual Report on Form 10-K with the Securities and Exchange Commission. Under NYSE rules, when a Company does not comply with annual report filing requirements, the NYSE allows a company an additional six months to file its annual report in order to regain compliance. In the case of the Company, the annual report would be due on or before October 29, 2012. If the Company fails to file its annual report within that time period, the NYSE may, in its sole discretion, allow the Company's securities to remain listed for up to an additional six months or may, in its sole discretion, commence suspension and delisting procedures. As previously announced, during the performance of the annual audit of the Company's financial statements for the fiscal year 2011, the Company's auditors, Ernst & Young Hua Ming's (E&Y), noted certain inconsistencies. As a result, the Audit Committee has commenced an independent investigation into the matters identified by E&Y. Although the Company cannot know at this time how long the investigation will take, the Company will endeavor to file the Form 10-K as soon as possible upon the completion of the investigation. About American Oriental American Oriental Bioengineering, Inc. is a pharmaceutical company dedicated to improving health through the development, manufacture and commercialization of a broad range of prescription and over the counter products. AMERICAN PATRIOT: Incurs $1.2 Million Net Loss in 2011 ------------------------------------------------------ American Patriot Financial Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.18 million on $4.01 million of total interest and dividend income in 2011, compared with a net loss of $2.29 million on $5.04 million of total interest and dividend income in 2010. The Company's balance sheet at Dec. 31, 2011, showed $94.21 million in total assets, $93.18 million in total liabilities and $1.02 million in total stockholders' equity. For 2011, Hazlett, Lewis & Bieter, PLLC, in Chattanooga, Tennessee, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses for the past five years resulting in a retained deficit of $7,148,851 at Dec. 31, 2011. At Dec. 31, 2011 and 2010, the Company and its subsidiary were significantly undercapitalized based on regulatory standards and has consented to an Order to Cease and Desist with its primary federal regulator that requires, among other provisions, that it achieve regulatory capital thresholds that are significantly in excess of its current actual capital levels. The Company's nonperforming assets have increased significantly during 2011 and 2010 related primarily to deterioration in the credit quality of its loans collateralized by real estate. The Company, at the holding company level, has a note payable that was due Feb. 28, 2011, which is now in default. This note is securitized by 100 percent of the stock of the subsidiary. A copy of the Form 10-K is available for free at: http://is.gd/K2Oift About American Patriot Based in Greenville, Tenn., American Patriot Financial Group, Inc. is a one-bank holding company formed as a Tennessee corporation to own the shares of American Patriot Bank. The Bank is the only subsidiary of the Corporation. American Patriot Bank commenced operations as a state chartered bank on July 9, 2001. The Bank had total assets of roughly $118 million at Dec. 31, 2009. The Bank is not a member of the Federal Reserve System. The Bank's customer base consists primarily of small to medium- sized business retailers, manufacturers, distributors, land developers, contractors, professionals, service businesses and local residents. On Aug. 18, 2010, the Company received from the Federal Deposit Insurance Corporation, a Supervisory Prompt Corrective Action Directive, dated August 17, 2010, due to American Patriot Bank's "significantly undercapitalized" status. The Directive requires that the Bank submit an acceptable capital restoration plan on or before August 31, 2010, providing that, among other things, at a minimum, the Bank will restore and maintain its capital to the level of "adequately capitalized." ARCADIA RESOURCES: Vicis Capital Has 5.2% Equity Stake ------------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Vicis Capital, LLC, disclosed that, as of March 31, 2012, it beneficially owns 10,055,218 shares of common stock of Arcadia Resources, Inc., representing 5.2% of the shares outstanding based upon 193,450,000 shares of the Company's common stock outstanding at Feb. 20, 2012. A copy of the amended filing is available for free at http://is.gd/up0uzz About Arcadia HealthCare Arcadia HealthCare is a service mark of Arcadia Resources, Inc. (nyse amex:KAD), and is a leading provider of home care, medical staffing and pharmacy services under its proprietary DailyMed program. The Company, headquartered in Indianapolis, Indiana, has 65 locations in 18 states. Arcadia HealthCare's comprehensive solutions and business strategies support the Company's vision of "Keeping People at Home and Healthier Longer." The Company reported a net loss of $15.76 million for the nine months ended Dec. 31, 2011. The Company had a net loss of $14.35 million for the fiscal year ended March 31, 2011, following a net loss of $31.09 million in the preceding year. The Company's balance sheet at Dec. 31, 2011, showed $15.93 million in total assets, $51.50 million in total liabilities, and a $35.57 million total stockholders' deficit. BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about Arcadia Resources' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency. Bankruptcy Warning The Form 10-Q for the quarter ended Dec. 31, 2011, noted that on Sept. 13, 2011, the Company and three of Arcadia Services, Inc.'s wholly-owned subsidiaries, as borrowers, received a letter from Comerica stating that they failed to comply with certain covenants under the credit agreement because as of July 31, 2011. Comerica informed the Borrowers that Comerica has no obligation to make further advances under the credit facility and that future advances will be subject to the sole discretion of Comerica. Comerica has not sought to accelerate the repayment of the indebtedness or to foreclose on any of the security interests. While Comerica continues to make advances under the credit facility and the Company expects that advances will continue to be made, there can be no assurances that Comerica will exercise its discretion to make further advances or that Comerica will not accelerate the repayment of the indebtedness. Should Comerica not continue to provide advances under the credit facility, the Company and the Borrowers would not have access to the funds needed to operate the business. In that event, the Company would be forced to consider alternative sources of liquidity to operate the business, which may require them to commence a proceeding under the federal bankruptcy laws to cause Comerica to provide access funds under the Credit Agreement. ARCAPITA BANK: OK'd to Pay Critical and Foreign Vendors' Claims --------------------------------------------------------------- The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York, in an interim order, authorized Arcapita Bank B.S.C.(c), et al., to: a) pay all or a portion of the prepetition claims of critical and foreign vendors; b) authorize banks and other financial institutions to receive, process, honor, and pay checks and transfers issued in relation to the foregoing and to rely on the representations of the Debtors as to which checks and transfers are authorized to be paid in accordance with the motion; and c) to the extent necessary, issue replacements for any dishonored check or transfer related to the foregoing; A final hearing is set for April 17, 2012, at 11:00 a.m., on the relief requested. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. The Debtors have tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG, Inc., as notice and claims agent. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group currently has roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios. The Debtors, however, have been unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as a provisional liquidator. No official committee has yet been appointed by the Office of the United States Trustee. ARCAPITA BANK: Rothschild Temporarily OK'd as Financial Advisors ---------------------------------------------------------------- The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York, in an interim basis, authorized Arcapita Bank B.S.C.(c), et al., to employ Rothschild Inc. and N M Rothschild & Sons Limited as financial advisors and investment bankers for the Debtors Rothschild is expected to, among other things: -- assist with respect to the Debtors' intermediate and long- term business prospects and strategic alternatives to maximize the business enterprise value of the Debtors, review and analyze the Debtors' assets and the operating and financial strategies of the Debtors; -- review and analyze the business plans and financial projections prepared by the Debtors including, but not limited to, testing assumptions and comparing those assumptions to historical trends of the Debtors and industry trends; and -- evaluate the Debtors' debt capacity in light of its projected cash flows and assist in the determination of an appropriate capital structure for the Debtors. David L. Resnick, chairman of Global Financing Advisory at Rothschild Inc., tells the Court that the Debtors will compensate Rothschild according to this compensation structure: a) an advisory fee of $150,000 per month; b) A Transaction Fee of $12,000,000, payable upon the earlier of (i) confirmation and effectiveness of a Plan or (ii) the closing of another Transaction; c) one-half of Monthly Fees paid will be credited against the Transaction Fee, up to the amount of the Transaction Fee; and d) reimbursement of Rothschild's reasonable expenses. Before the Petition Date, the Debtors deposited in escrow a retainer of $600,000, to be applied against unpaid expenses and fees under the Prior Engagement Letter. To the best of the Debtors' knowledge, Rothschild is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. The Debtors have tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG, Inc., as notice and claims agent. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group currently has roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios. The Debtors, however, have been unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as a provisional liquidator. No official committee has yet been appointed by the Office of the United States Trustee. ARCAPITA BANK: Taps Gibson Dunn as General Bankruptcy Counsel ------------------------------------------------------------- Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for the Southern District of New York for permission to employ Gibson, Dunn & Crutcher, LLP as their general bankruptcy and restructuring counsel nunc pro tunc to March 19, 2012. Gibson Dunn helped to form Arcapita (under a different name) in or around 1996. For over 10 years, Gibson Dunn has served as general outside counsel to the Debtors. Prior to the Petition Date, Gibson Dunn held an advance payment from the Debtors in the amount of approximately $1,000,000. Pursuant to the Engagement Letter, the Advance Payment was allocated as: (1) $800,000 from Arcapita; (2) $100,000 from Arcapita Investment Holdings Limited; and (3) $100,000 from Arcapita LT Holdings Limited. Before receipt of the Advance Payment, the Debtors compensated Gibson Dunn on a current basis upon presentation of invoices detailing the fees and expenses incurred on the Debtors' behalf. Prepetition payments were generally remitted by Arcapita and Arcapita, Inc., but were occasionally remitted by other Arcapita subsidiaries, including AIHL and Arcapita LT. As of the Petition Date, Gibson Dunn holds no prepetition claim against the Debtors. As of March 19, the Debtors had an on-account balance of $118,878. To the best of the Debtors' knowledge, Gibson Dunn does not have an interest adverse to the Debtors in matters related to the Chapter 11 cases. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. The Debtors have tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG, Inc., as notice and claims agent. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group currently has roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios. The Debtors, however, have been unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as a provisional liquidator. No official committee has yet been appointed by the Office of the United States Trustee. ARCTIC GLACIER: Incurs $84.8 Million Net Loss in 2011 ----------------------------------------------------- Arctic Glacier reported a loss of $84.88 million on $237.09 million of sales in 2011, compared with a net loss of $82.67 million on $233.39 million of sales in 2010. The Fund reported a loss of $54.73 million on $35.62 million of sales for the three months ended Dec. 31, 2011, compared with a loss of $22.06 million on $34.78 million of sales for the same period a year ago. The Fund's balance sheet at Dec. 31, 2011, showed $296.12 million in total assets, $252.11 million in total liabilities and $44.01 million in unitholders' equity. "For Arctic Glacier, the events of 2011 led to far-reaching developments in 2012 that aim to find a solution to the Fund's current challenges and create a new structure for the future," said Keith McMahon, President and CEO of Arctic Glacier Inc., the Fund's operating company. A copy of the press release is available for free at: http://is.gd/JCx8ji About Arctic Glacier Arctic Glacier Income Fund, through its operating company, Arctic Glacier Inc., is a leading producer, marketer and distributor of high-quality packaged ice in North America, primarily under the brand name of Arctic Glacier(R) Premium Ice. Arctic Glacier operates 39 production plants and 48 distribution facilities across Canada and the northeast, central and western United States servicing more than 75,000 retail locations. Arctic Glacier Income Fund trust units are listed on the Toronto Stock Exchange under the trading symbol AG.UN. There are currently 39.0 million trust units outstanding. Following the issuance of units to the Debenture holders on Aug. 2, 2011, there will be 350.3 million trust units outstanding. Arctic Glacier filed for Chapter 15 bankruptcy (Bankr. D. Del. Case No. 12-10603) on Feb. 22, 2012. The Fund estimated assets and debts of $100 million to $500 million. Judge Kevin Gross presides over the case. Marketwire reported that since late 2010, a special committee of the board has been engaged in a strategic and financing review, with the assistance of TD Securities. The report added that the Fund was in breach of certain financial covenants governing EBITDA levels and other measures under its credit facilities. The breach created a default under the terms of the credit facilities and the Fund received notices of default from its term loan lenders and revolving term credit facility lenders in September 2011, without requiring accelerated payments. As a result, the Fund no longer had the ability to make additional draws on its revolving term credit facility. AUDATEX HOLDINGS: Moody's Rates $300MM Sr. Unsec. Notes 'Ba2' ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to a proposed $300 million add-on to the senior unsecured notes due 2018 indenture of a subsidiary of Audatex Holdings, LLC. At the same time, Moody's assigned a Baa2 rating to a proposed $100 million senior secured revolver and to newly amended and extended senior secured term loan tranches. Moody's affirmed the Ba2 rating on Audatex's existing senior unsecured notes due 2018, the Ba1 Corporate Family Rating ("CFR"), and the SGL-1 Speculative Grade Liquidity Rating. Despite modest incremental debt of approximately $50 million, Audatex's Ba1 CFR is supported by Moody's expectation that the company will delever by deploying excess cash for acquisitions. Approximately $245 million of the notes' proceeds will be used to repay non-extended term loan tranches (about 45% of the total outstanding balance). Moody's affirmed the Baa3 rating on the non- extended tranches and, upon closing, the ratings on these tranches will be withdrawn. After paying fees and expenses, remaining proceeds from the notes will be retained for general corporate purposes which may include the funding of future acquisitions. The ratings are contingent upon closing of the proposed transaction and Moody's review of final documentation. Ratings assigned (and Loss Given Default assessments): - Proposed $100 million sr secured revolver expiring February 2017, Baa2 (LGD2, 12%) - Proposed EUR and US$ sr secured term loan tranches due May 2017, Baa2 (LGD2, 12%) - Proposed $300 million add-on to sr unsecured notes due 2018, Ba2 (LGD4, 67%) Ratings affirmed (and LGD assessments): - Corporate Family Rating, Ba1 - Probability of Default Rating, Ba1 - Speculative Grade Liquidity Rating, SGL-1 - $450 million sr unsecured notes due 2018, Ba2 (to LGD4, 67% from LGD5, 80%) - EUR and US$ sr secured revolvers expiring April 13, 2012, Baa3 (LGD2, 25%) -- to be withdrawn upon the earlier of expiration or closing - EUR and US$ sr secured term loan tranches due May 2014, Baa3 (LGD2, 25%) -- to be withdrawn upon closing Ratings Rationale Pro forma for the transaction, cash on hand will be greater than $400 million and financial leverage (debt / EBITDA) is estimated at approximately 3.6 times (including redeemable minority interests). Moody's expects financial leverage to fall below 3.5 times within the next 12-18 months from organic revenue and profitability growth and acquired EBITDA. Management has stated a goal of reaching $1 billion in revenues by 2014 through a combination of organic growth and acquisitions. Audatex's Ba1 CFR reflects its leading market position for software and services provided to the automobile insurance claims processing industry in the US and Europe, and expectations for continued steady revenue and earnings growth. "Audatex has a meaningful presence in developing markets where vehicle ownership and the penetration of car insurance is growing at a faster pace than in maturing markets, providing significant growth opportunities," stated Moody's analyst Suzanne Wingo. Its software and databases, which are embedded in customer systems and processes, present barriers to entry and allow for high profitability margins and free cash flow. The ratings are principally constrained by a relatively small revenue base (under $800 million) for the Ba1 rating category and a concentration of revenues in partial loss estimation software products that are subject to regulatory and technology risks. The stable outlook anticipates steady organic revenue and profitability growth over the next year (excluding f/x changes) from the roll-out of additional software and services to existing customers and growing claims volumes in developing markets. Moody's expects that excess cash will be deployed for acquisitions in core or adjacent services, bringing financial leverage below 3.5 times on an adjusted basis. The ratings could be downgraded if profitability margins or credit metrics deteriorate due to a loss of market share, a more difficult pricing environment or a change to more aggressive financial policies such that debt to EBITDA and free cash flow to debt were sustained at over 3.5 times and under 10%. The ratings could be upgraded over the longer term if Audatex materially expands its revenue base, diversifies its business lines, and maintains a track record of conservative financial policies. The principal methodology used in rating Audatex Holdings, LLC was the Global Business & Consumer Service Industry Methodology 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. Audatex, a wholly-owned subsidiary of Solera Holdings, Inc. (ticker: SLH), is a leading global provider of software and services to the automobile insurance claims processing industry. The company reported revenues of $751 million in the twelve months ended December 31, 2011. BABBIE ENTERPRISES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Babbie Enterprises, LLC P.O. Box 443 Troy, MI 48085 Bankruptcy Case No.: 12-48772 Chapter 11 Petition Date: April 6, 2012 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Thomas J. Tucker Debtor's Counsel: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 E-mail: bbassel@gmail.com Estimated Assets: $100,001 to $500,000 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 Eddie Babbie, principal. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Sabah & Randy, Inc. 12-48770 04/06/12 BENDE TRUST: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: The Bende Trust 8820 Baird Ave. Northridge, CA 91324 Bankruptcy Case No.: 12-13275 Chapter 11 Petition Date: April 6, 2012 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Alan M. Ahart Debtor's Counsel: Ray B. Bowen, Jr., Esq. LAW OFFICES OF RAY B BOWEN JR 19318 Ventura Blvd., Suite 100 Tarzana, CA 91356-3097 Tel: (818) 996-5000 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 Claudia Jo Jones, trustee. BERNARD L. MADOFF: In-Law Wants to Move Clawback Suits ------------------------------------------------------ Karlee Weinmann at Bankruptcy Law360 reports that a former daughter-in-law of Ponzi schemer Bernard Madoff on Monday asked to move a trustee's clawback suit against her to federal district court, joining hundreds of defendants in similar actions who have argued that the trustee's claims don't belong in front of a bankruptcy judge. Deborah Madoff, who faces claims along with her two children, argued in a motion to move the case that the trustee's claims involve heavy interpretation of the federal Securities Investor Protection Act, Law360 relates. 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. 17, 2012 and in the 38 months since his appointment, the SIPA Trustee has recovered or entered into agreements to recover more than $9 billion, representing roughly 52% of the roughly $17.3 billion in principal estimated to have been lost in the Ponzi scheme by BLMIS customers who filed claims. The recoveries exceed prior restitution efforts related to Ponzi schemes both in terms of dollar value and percentage of stolen funds recovered. Pro rata distributions from the Customer Fund to BLMIS customers whose claims have been allowed by the SIPA Trustee totaled $325.7 million. 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. BRIDGEWATER POINTE: Willard Acquires Unfinished Projects -------------------------------------------------------- Amy Matzke-Fawcett at The Roanoke Times reports that the Willard Cos. has purchased two unfinished projects at Smith Mountain Lake, Virginia. According to the report, the first is at Bridgewater Pointe, where the company plans to build a second condo tower near Hales Ford Bridge in Franklin County. The second tower will "mirror the architecture of the exiting condominium tower" and include 48 units. Willard also has purchased the nearby Bridgewater Grande, a 30-acre mixed-use residential and commercial property, said Chris Finley, director of marketing. The sale closed on April 6, 2012, at a combined price of $5.6 million. The report says plans for Bridgewater Pointe included two 48-unit towers, but only one tower was completed before developers Bridgewater Pointe Partners filed for Chapter 11 bankruptcy protection in April 2008 after defaulting on a $21.5 million loan from BB&T. All 48 three- and four-bedroom condos in the finished Bridgewater Pointe tower sold for between $199,500 and $535,500 during a June 2010 lottery sale at Waterfront Country Club. The listing prices of the units were $570,000 to $910,000 when first put up for sale in 2007. The report notes Prudential Waterfront Properties, the real estate division of the Willard Cos., was hired to conduct that sale. The report relates that parts of another Smith Mountain Lake development, LakeWatch Plantation, are scheduled to be auctioned in May. According to the report, developer Trey Park filed for bankruptcy in August 2009, and LakeWatch and another Park development, Waterside in Bedford County, were later repossessed. The sale will include 10 waterfront home sites, six real estate building sites and nine carriage homes and four commercial lots, according to Woltz & Associates, the company conducting the sale. Based in Moneta, Virginia, Bridgewater Pointe Partners LLC -- http://bridgewaterpointe.com/-- is a real estate developer. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on April 16, 2008, (Bankr. W.D. Va. Case No.: 08-70682 to 08-70684). Bridgewater Pointe's financial condition at bankruptcy filing showed estimated assets of $10 million to $50 million and estimated debts of $1 million to $10 million. BROADCAST INT'L: Files Form S-1, Registers 46-Mil. Common Shares ---------------------------------------------------------------- Broadcast International, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the resale of up to 46,470,000 shares of the Company's common stock owned by Gem Asset Management LC, Kingsbrook Opportunities Master Fund LP, John & Lois Teerling, et al., including up to 18,270,000 shares of the Company's common stock upon exercise of certain warrants held by the selling shareholders. The Company will not receive any proceeds from the sale of the common stock. All proceeds from the sale of the common stock will be paid to the selling shareholders. The Company may, however, receive proceeds from the exercise of the outstanding warrants. If all of the warrants covered by this prospectus are exercised in full, the Company will issue an aggregate of 18,270,000 shares of the Company's common stock, and the Company may receive aggregate proceeds of $6,394,500 The Company's common stock is currently traded on the OTC Bulletin Board under the symbol "BCST." On April 2, 2012, the closing sale price of the Company's common stock was $.35 per share. A copy of the prospectus is available for free at: http://is.gd/1HdRao 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. BROADSIGN INT'L: Has Final Loan From Likely Buyer JEDFam -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that BroadSign International Inc. received final approval on April 9 for $328,000 in financing provided by JEDFam Group LLC, the expected buyer of the business. There will be an auction on May 8 to test whether there is a better bid than JEDFam's to buy the business in exchange for $5.5 million in secured debt plus the amount needed to cure defaults on contracts going along with the sale. Boise, Idaho-based BroadSign owes $5.7 million to JEDFam on two first-lien obligations. JEDFam also owns 25 percent of the BroadSign stock. About BroadSign International BroadSign International Inc., a Boise, Idaho-based developer of software for digital signs, filed a Chapter 11 petition (Bankr. D. Del. Case No. 12-10789), estimating assets of less than $10 million and debts of up to $50 million. The Debtor, which filed for bankruptcy with affiliates, intends to sell the business in exchange for $5.5 million in secured debt owing to JEDFam Group LLC. CATALYST PAPER: Noteholders Bid $275 Million for Assets ------------------------------------------------------- American Bankruptcy Institute reports that a group of Catalyst Paper Corp.'s first-lien noteholders will serve as stalking-horse bidder with a $275 million bid for the British Columbia specialty paper and newsprint producer if the company's reorganization efforts fail. 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 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 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. On Jan. 17, 2012, Catalyst 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., filed for creditor protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 12-10219) on the same day and sought recognition of the Canadian proceedings. Catalyst 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. In 2011, 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 granted Catalyst creditor protection under the CCAA until April 30, 2012. As of Dec. 31, 2011, the Company had C$737.6 million in total assets and C$1.35 million in total liabilities. CEDAR FUNDING: Judge Reverses 2009 Ruling on Consolidating Assets ----------------------------------------------------------------- Larry Parsons at The Herald reports that, in a new ruling, U.S. District Court Judge Ronald M. Whyte reversed a 2009 ruling that consolidated the salvageable assets of two different kinds of Cedar Funding investors -- those who put money into a mortgage pool and those who were "fractional investors" and put money into individual properties. According to the report, the 2009 ruling by now-retired Bankruptcy Court Judge Marilyn Morgan was a victory for the bankruptcy trustee and for mortgage pool investors, but a setback for dozens of fractional investors. Consolidating all the assets in a single pool, in theory, would provide a bigger source of money to distribute to all Cedar Funding investors and other creditors still awaiting resolution of the bankruptcy process. The report notes that more than 1,000 investors, many of them Central Coast residents, who sank about $150 million into Cedar Funding were left in the lurch in May 2008 when the company fell into receivership and Chapter 11 bankruptcy. The report relates that Cedar Funding owner David Nilsen was ordered to start serving an eight-year prison sentence on June 1 after pleading guilty to wire and mail fraud in the meltdown of his mortgage-lending company. According to the report, the bankruptcy liquidation remains snarled in litigation, and the trustee has said the best many investors can hope to recover is a few cents on the dollar. The report says attorney Larry Lichtenegger, who represents many of the fractional investors, said two other pending cases involve the same issue that Judge Whyte addressed. In an overturned case, about 40 fractional investors contended their interests in deeds of trust shouldn't be part of the Cedar Funding bankruptcy estate. They contended they had "equitable liens" ties to particular properties. The report says, in her ruling, Judge Morgan said extensive commingling of Cedar Funding investors' money made it impossible to recognize a claim in favor of any individual investors. But Judge Whyte, in returning the case to the Bankruptcy Court, found otherwise. He said the fractional investors expressly elected to avoid "the pooling concept" in favor of specific securities. About Cedar Funding Monterey, California-based mortgage lender Cedar Funding Inc. -- http://www.cedarfundinginc.com/-- owned by real estate broker David Nilsen, filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 08-52709) on May 26, 2008. CFI was alleged to be a Ponzi scheme. CFI accepted many millions of dollars from hundreds of individuals who believed they were acquiring fractional interests in loans that were secured by real property. Many more invested with CFI through a related entity, Cedar Funding Mortgage Fund LLP, that acquired fractional interests in the name of the Fund. CFI failed to record assignments of its deeds of trust that would have provided security interests to most of its investors, including the Fund. R. Todd Neilson was appointed Chapter 11 trustee in the case. Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San Francisco, represented Mr. Neilson. The Debtor estimated assets of less than $50,000 and debts of $100 million to $500 million in its Chapter 11 petition. As reported by the Troubled Company Reporter on March 7, 2011, the Bankruptcy Court confirmed the joint Chapter 11 plan of liquidation proposed by R. Todd Neilson, and the Official Committee of Unsecured Creditors. According to the disclosure statement explaining the Plan, holders of unsecured claims aggregating $146 million are expected to recover 5% to 10% of their allowed claims. Holders of unsecured claims classified as convenience claims -- expected to total $700,000 -- will each receive a one-time payment of $2,000 and are projected to recover 100 cents on the dollar. CENTENNIAL BLUFF: Bankruptcy Filing Blocks Foreclosure Auction -------------------------------------------------------------- Leean Tupper at the Oak Ridger relates that the Chapter 11 filing of Centennial Bluff LLC stayed a foreclosure auction sought by Commercial Bank of Harrogate, Tennessee. The report says the legal notice publicizing the foreclosure auction indicates the development has two years of unpaid property taxes in both Anderson County and Oak Ridge, Tennessee. Based in Asbury Park, New Jersey, Centennial Bluff filed for Chapter 11 protection on March 28, 2012 (Bankr. E.D. Tenn. Case No. 12-31331). Judge Richard Stair Jr. presides over the case. Keith L. Edmiston, Esq., at Gribble Carpenter & Associates, PLLC, represents the Debtor. The Debtor estimated assets of $1 million and $10 million and debts of $10 million and $50 million. CHAMPION TILE: Business Problem Prompts Chapter 11 Filing --------------------------------------------------------- Ernie Garcie at lohud.com reports that Champion Tile filed for Chapter 11 bankruptcy on April 11, 2012, after struggling with an unprofitable store in Pawling, New York. According to the report, Champion Tile listed $2.9 million in debts and $125,046 in assets for the business, which owner Robert Ward opened in Bedford Hills, New York, in 1995 after acquiring the business from a previous owner. The report relates Mr. Ward said his stores are not closing and that his company's problems stem from the Pawling location, which opened in 2003 and has a 5,000-square-foot showroom and a 10,000- square-foot warehouse. "It's a huge store and it's not pulling its weight," said Mr. Ward, estimating that business at the Pawling store is down 66% since the national housing meltdown in 2008. "The store in Bedford Hills has always been profitable." Champion Tile -- http://www.championtileandbaths.com/-- sells tiles, bathtubs and bathroom fixtures for home renovations. CHAMPION TILE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Champion Tile of Bedford Hills, Inc. 59 Adams Street Bedford Hills, NY 10507 Bankruptcy Case No.: 12-22678 Chapter 11 Petition Date: April 4, 2012 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Bruce R. Alter, Esq. ALTER & BRESCIA, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 670-0030 Fax: (914) 670-0031 E-mail: altergold@aol.com Scheduled Assets: $125,046 Scheduled Liabilities: $2,924,231 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nysb12-22678.pdf The petition was signed by Robert M. Ward, president. CHARLES STREET: Bank Says AME Parent Responsible for Loans ---------------------------------------------------------- Boston.com reports that OneUnited Bank has filed motions in the bankruptcy case of the Charles Street African Methodist Episcopal Church in which it alleges that the AME parent organization controls the church's assets and has financial responsibility for its nearly $5 million in delinquent loans. The report relates the bank also alleged that Charles Street AME was late on 46 out of 59 payments on a $1.1 million loan secured by the historic Roxbury church building. It also alleged that the church engaged in a pattern of "serious delinquency" that generated 17 foreclosure notices from OneUnited and cost it $18,595 in late charges. According to the report, the legal filings were the latest chapter in a simmering battle between the prominent black Boston church and one of the nation's largest black-owned banks. Charles Street filed for Chapter 11 bankruptcy protection in March after months of failing to get the bank to renegotiate two loans that had come due. The report notes Ross Martin, the church's lawyer at Ropes & Gray, said Charles Street would file its response to the motions by Friday. He said the notion that the church didn't own its own property was false. "The real estate records are crystal clear," he said. The report notes the bank argued that the First Episcopal District church, with net assets over $500 million, controls its member churches' cash, and should bear ultimate responsibility for Charles Street's loans on the church and on a community center it was rebuilding. The report relates Mr. Martin also said the church regularly paid its monthly loan bills and caught up when it was late. He said, "OneUnited willingly accepted late charges to pad their profit. Despite this record they complain of, they never took any action. It is bizarre that they complain now." The report says the bank objected to the church's reorganization plan filed with the court, on a number of matters. In one instance, OneUnited opposed the church's asking for a $1.5 million donation from the parent church to go directly to paying to finish construction on the community center. The bank also opposed the "flatly unreasonable" proposal to repay all the money over 30 years at an "unacceptably low interest rate" of 5.25%. Mr. Martin said the church would object to the bank's motion to offer its own plan for the bankruptcy before the standard 120 days from the original filing. Based in Boston, Massachusetts, Charles Street African Methodist Episcopal Church -- http://www.csrrc.org/-- is located in Roxbury, Massachusetts. The Church is to advocate for the needs of community residents and to strengthen individuals, families, and the community by providing social, educational, economic, and cultural services. The Church filed for Chapter 11 protection on March 20, 2012 (Bankr. D. Mass. Case No. 12-12292). Judge Frank J. Bailey presides over the case. Jonathan Lackow, Esq., at Ropes & Gray LLP, represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. CHRIST HOSPITAL: Seeks Approval of $5-Mil DIP Financing ------------------------------------------------------- Christ Hospital seeks entry of an order authorizing it to obtain postpetition financing from Hudson Hospital Propco, LLC, and Hudson Hospital Opco, LLC, in an aggregate principal amount of up to $5,000,000 through a multi-draw term loan subject to the DIP Budget. The Debtor will use the money to fund operation of the business pending closing of the sale. In addition, the Debtor ask for authorization for its obligations to the DIP Lender be secured by a lien on all of Debtor's assets. Subject to the liens of the senior lenders and the Carveout, the Debtor's obligations under the Deposit DIP Financing will be: 1. junior and subordinate to the Liens and Claims of Healthcare Finance Group LLC (HFG) under the HFG Loan Documents not to exceed a principal amount of $22,300,000 without the consent of Lender; 2. senior to and of higher priority than Liens and Claims of the Pension Benefit Guaranty Corporation (PBGC), but only up to the amount that the principal amount of the Deposit DIP Financing does not exceed $26,000,000. 3. junior and subordinate to the Liens and Claims of PBGC to the extent that the principal amount of the Deposit DIP Financing plus the principal amount of the Claims of HFG under the HFG Loan Documents exceeds $26,000,000. In the event that the Bankruptcy Court imposes a stay pending appeal with respect to the Sale Order, the unused portion of the Good Faith Deposit will not convert into Deposit DIP Financing without Purchaser's prior written consent until the stay is terminated. The Debtor also seek authorization for the Debtor, unless otherwise authorized by Purchaser to draw upon the Deposit DIP Financing in accordance with the DIP Budget and if the Seller's anticipated financing requirements in the next three business days, exceed the anticipated availability under the postpetition financing being provided by HFG to the Seller, without regard to any discretionary availability or over advances unless actually advanced under the HFG postpetition financing. The Debtor will obtain approval of a final order approving the Deposit DIP Financing not later than April 17, 2012, unless extended by agreement of the Parties. In the event a Final Order is not entered on or before April 17, 2012, any unused portion of the Good Faith Deposit as of April 17, 2012, will not convert to Deposit DIP Financing until the Final Order is entered unless agreed to by the Lender. Warren G. Martin, Esq., at Porzio, Bromberg & Newman, P.C., tells the Court that the Debtor needs immediate authority to obtain Deposit DIP Financing and the use of Cash Collateral in order to continue the operation of the Hospital and related health care business. The Debtor needs cash to purchase medical supplies and services, to pay its employees, and to meet other expenses necessary to maintain operations, preserve its assets, maintain effective patient care, and maximize value during the sale process. The Debtor will be irreparably harmed unless it is authorized immediately to obtain Deposit DIP Financing and use Cash Collateral for these purposes. Particularly in view of the Debtor's need to avoid disruption of patient care, the requested Deposit DIP Financing and use of Cash Collateral is essential to maintain the value of the Debtor's business enterprise and the health, safety and welfare of existing patients and of the surrounding community that relies on the Hospital for emergency medical care. The Hospital has exercised its sound business judgment in determining that a postpetition credit facility is appropriate and has satisfied the legal prerequisites to borrow under the Deposit DIP Financing. The Hospital is a not-for-profit serving the underprivileged community recognized by the State of New Jersey as a critical safety net hospital. Accordingly, the Hospital should be granted authority to enter into the Deposit DIP Financing and borrow funds from the DIP Lender and take all other actions contemplated by the Deposit DIP Financing. About Christ Hospital Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 12-12906) on Feb. 6, 2012. Christ Hospital, founded in 1872 by an Episcopalian priest, is a 367-bed acute care hospital located in Jersey City, New Jersey at 176 Palisade Avenue, serving the community of Hudson County. The Debtor is well-known for its broad range of services from primary angioplasty for cardiac patients to intensity modulated radiation therapy for those battling cancer. Christ Hospital is the only facility in Hudson County to offer IMRT therapy, which is the most significant breakthrough in cancer treatment in recent years. Christ Hospital filed for Chapter 11 after an attempt to sell the assets fell through. Judge Morris Stern presides over the case. Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's counsel. Alvarez & Marsal North America LLC serves as financial advisor. Logan & Company Inc. serves as the Debtor's claim and noticing agent. The Health Professional and Allied Employees AFT/AFI-CIO is represented in the case by Mitchell Malzberg, Esq., at Mitnick & Malzberg P.C. DIP lender HFG is represented in the Debtor's case by Benjamin Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at Wollmuth Maher & Deutsch LLP. Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as counsel to the Official Committee of Unsecured Creditors. J.H. Cohn LLP serves as financial advisor to the committee. Suzanne Koenig of SAK Management Services, LLC, has been appointed as patient care ombudsman. She is represented by Greenberg Traurig as counsel. Hudson Hospital Holdco is represented in the case by McElroy, Deutsch, Mulvaney & Carpenter, LLP. Community Healthcare Associates is represented in the case by Lowenstein Sandler PC. Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center, which joined in CHA's bid, is represented by Duane Morris LLP. CHRIST HOSPITAL: Sale of N.J. Hospital for $29.5-Mil Approved ------------------------------------------------------------- The Bankruptcy Court for the District of New Jersey has authorized Christ Hospital to sell its 367-bed acute-care hospital in Jersey City to Hudson Hospital Propco LLC and Hudson Hospital Holdco LLC. In consideration of the sale, transfer, conveyance and assignment of the Assets, the Purchaser will: (i) assume liabilities; (ii) pay to Seller cash in the amount of $29,496,000; (iii) pay the amount of $3,500,000 to satisfy a portion of Seller's obligations to the PBGC; (iv) pay all Transfer Taxes due in connection with the closing of the transactions, currently estimated to be $300,000; (v) pay the cost of all director and officer "tail" insurance coverage, in the amount currently estimated to be $150,000.00; and (vii) release all rights to the Good Faith Deposit and any right to repayment of the Good Faith Deposit. As a result of the bid process conducted by the Debtor and its professionals and in the presence of the Court, the Debtor received two Qualified Bids and the Auction was held. The bidders submitting Qualified Bids appeared and participated at the Auction. The Debtor has, in consultation with Committee, HFG and other stakeholders, selected the offer submitted by Hudson Hospital Propco, LLC, and Hudson Hospital Opco, LLC, as the Successful Bid. About Christ Hospital Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 12-12906) on Feb. 6, 2012. Christ Hospital, founded in 1872 by an Episcopalian priest, is a 367-bed acute care hospital located in Jersey City, New Jersey at 176 Palisade Avenue, serving the community of Hudson County. The Debtor is well-known for its broad range of services from primary angioplasty for cardiac patients to intensity modulated radiation therapy for those battling cancer. Christ Hospital is the only facility in Hudson County to offer IMRT therapy, which is the most significant breakthrough in cancer treatment in recent years. Christ Hospital filed for Chapter 11 after an attempt to sell the assets fell through. Judge Morris Stern presides over the case. Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's counsel. Alvarez & Marsal North America LLC serves as financial advisor. Logan & Company Inc. serves as the Debtor's claim and noticing agent. The Health Professional and Allied Employees AFT/AFI-CIO is represented in the case by Mitchell Malzberg, Esq., at Mitnick & Malzberg P.C. DIP lender HFG is represented in the Debtor's case by Benjamin Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at Wollmuth Maher & Deutsch LLP. Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as counsel to the Official Committee of Unsecured Creditors. J.H. Cohn LLP serves as financial advisor to the committee. Suzanne Koenig of SAK Management Services, LLC, has been appointed as patient care ombudsman. She is represented by Greenberg Traurig as counsel. Hudson Hospital Holdco is represented in the case by McElroy, Deutsch, Mulvaney & Carpenter, LLP. Community Healthcare Associates is represented in the case by Lowenstein Sandler PC. Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center, which joined in CHA's bid, is represented by Duane Morris LLP. CHRISTIAN BROTHERS: Aug. 1 Set as Claims Bar Date ------------------------------------------------- Tim White, Target 12 investigative reporter for WPRI 12 and Fox Providence, reports that creditors have until Aug. 1, 2012, to file claims against The Christian Brothers Institute and the Christian Brothers of Ireland, Inc. The Christian Brothers' Institute and The Christian Brothers of Ireland filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011. Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves as the Debtors' bankruptcy counsel. The Christian Brothers' Institute disclosed assets of $63,418,267 and $8,484,853 in liabilities. CBOI estimated its assets at $500,000 to $1 million and debts at $1 million to $10 million. COLDWATER PORTFOLIO: Hires Meltzer Purtill as Bankruptcy Counsel ---------------------------------------------------------------- Coldwater Portfolio Partners LLC seeks the bankruptcy court's blessing to employ Meltzer, Purtill & Stelle LLC as Chapter 11 counsel. Meltzer began performing legal services for the Debtor pursuant to an engagement agreement executed March 8, 2012, with respect to the potential workout of the Debtor's secured indebtedness and in anticipation of the filing of a possible Chapter 11 case. The Debtor provided to Meltzer an initial retainer in the aggregate amount of $100,000 comprised of two installments, namely $50,000 received via wire transfer on March 7, 2012 and $50,000 received via wire transfer on April 2, 2012, against which Meltzer could draw to pay its outstanding fees and expenses at any time. Pursuant to the retainer program, the Debtor provided to Meltzer a subsequent retainer in the amount of $90,000 on April 4, 2012, against which Meltzer could draw to pay its outstanding fees and expenses at any time. Pursuant to the Engagement Agreement, Meltzer applied $45,361 from the Retainers prepetition to pay any unpaid fees, charges, and disbursements incurred prepetition through April 4, 2012. The balance of the Retainers was $144,639. Meltzer's agreed hourly rates range from $350 to $575 for partners, $225 to $275 for associates, and $200 to $300 for paralegals. Forrest B. Lammiman, Esq., who will lead Meltzer's legal team in the Debtor's case, has a benchmark hourly rate for 2012 of $635. He, however, has agreed to discount his hourly rate to $575 for the case. Mr. Lammiman attests that the partners, counsel, and associates of the firm of Meltzer (a) do not have any connection with the Debtor, its affiliates, its creditors, the U.S. Trustee, any person employed in the office of the U.S. Trustee, or any other party in interest, or their respective attorneys or accountants, (b) are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code; and (c) do not hold or represent any interest adverse to the estate. About Coldwater Portfolio Partners Coldwater Portfolio Partners LLC filed a voluntary Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012. CPP, a limited liability company organized under the laws of the state of Delaware, was formed in January 2006 with the purpose of owning and operating 38 commercial real estate properties. The majority of the properties are shadow retail centers located adjacent to Wal-Mart Supercenters throughout the Midwest and Southern States. The Debtor has developed relationships with nationwide retailers who operate local stores at the Shadow Retail Centers, including Dollar Tree, Game Stop, Sally Beauty, and Fashion Bug. The Shadow Retail Centers are particularly attractive commercial retail properties with business arising from the Wal-Mart customer traffic. The Hon. Harry C. Dees, Jr., oversees the case. Forrest B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill & Stelle LLC, serve as the Debtor's counsel. CPP estimated assets of $10 million to $50 million and debts of $50 million to $100 million. CPP is a subsidiary of CPP Holdings LLC. Kenneth S. Klein, manager of CPP, signed the Chapter 11 petition. A related entity, Coldwater Portfolio Partners II, LLC, owns and operates nine shadow retail centers in the Midwest and Southern United States. Klein Retail Centers, Inc., is the parent of Coldwater II. COLDWATER PORTFOLIO: Sec. 341 Creditors' Meeting Set for May 14 --------------------------------------------------------------- The U.S. Trustee in South Bend, Indiana, will convene a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Coldwater Portfolio Partners LLC on May 14, 2012, at 1:30 p.m. at One Michiana Square, 5th Floor (South Bend). Objection to dischargeability of certain debts due July 13, 2012. Proofs of claim are due by Aug. 13, 2012. Government proofs of claim are due by Oct. 1, 2012. According to the case docket, the Debtor is required to file a Chapter 11 Plan and accompanying Disclosure Statement by Sept. 11, 2012. Schedules of assets and liabilities and statement of financial affairs are due April 18. About Coldwater Portfolio Partners Coldwater Portfolio Partners LLC filed a voluntary Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012. CPP, a limited liability company organized under the laws of the state of Delaware, was formed in January 2006 with the purpose of owning and operating 38 commercial real estate properties. The majority of the properties are shadow retail centers located adjacent to Wal-Mart Supercenters throughout the Midwest and Southern States. The Debtor has developed relationships with nationwide retailers who operate local stores at the Shadow Retail Centers, including Dollar Tree, Game Stop, Sally Beauty, and Fashion Bug. The Shadow Retail Centers are particularly attractive commercial retail properties with business arising from the Wal-Mart customer traffic. The Hon. Harry C. Dees, Jr., oversees the case. Forrest B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill & Stelle LLC, serve as the Debtor's counsel. CPP estimated assets of $10 million to $50 million and debts of $50 million to $100 million. CPP is a subsidiary of CPP Holdings LLC. Kenneth S. Klein, manager of CPP, signed the Chapter 11 petition. A related entity, Coldwater Portfolio Partners II, LLC, owns and operates nine shadow retail centers in the Midwest and Southern United States. Klein Retail Centers, Inc., is the parent of Coldwater II. COLDWATER PORTFOLIO: Wants to Use Rent to Fund Operations --------------------------------------------------------- Coldwater Portfolio Partners LLC seeks Bankruptcy Court permission to use cash collateral of its lender, which generally consists of income generated from rents collected at the Debtor's properties. The Debtor said it needs to use cash collateral to sustain sufficient working capital to finance its ongoing postpetition business operations until it confirms a plan of reorganization or is able to maximize the value of its assets through a sale. The Debtor proposes to use cash collateral on an interim basis for a period of not less than 21 days pursuant to an operating budget. The Debtor proposes to provide the lender adequate protection through the continued operation and maintenance of the Debtor's business, which will preserve the value of the collateral. The Debtor is not providing the lender with any additional liens. The Debtor's gross receipts and profits are derived from triple- net leases from its tenants at its shadow retail centers. The Debtor charges tenants a base rent charge, plus a charge for property insurance, property taxes, and common area maintenance expenses. The Debtor then reconciles the triple-net expenses annually and adjusts the "triple-net" charges accordingly. The Debtor's common operational expenses include: management costs, real estate broker's commissions, property taxes, insurance, common area maintenance, repairs and maintenance, the cost of owning vacant property, and the costs of making improvements for specific tenants. The Debtor has one primary secured creditor, U.S. Bank National Association, as Successor Trustee for GS Mortgage Security Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2006-G G6, and RBS Financial Products, Inc. The US Bank mortgage is serviced by Torchlight Investors, LLC. On Jan. 26, 2006, CPP entered into a commercial mortgage loan agreement with RBS f/k/a Greenwich Capital Financial Products, Inc., in the principal amount of $73,440,000. The Loan is secured by the Shadow Retail Centers and rental income generated. On March 1, 2006, Greenwich executed a Note Splitter Agreement dividing the original promissory note into two promissory notes, referred to in the Note Splitter Agreement as "Note A" and "Note B". In March 2006, Greenwich assigned Note A to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2006-GG6. On June 30, 2009, Wells Fargo assigned Note A to Bank of America as Trustee for the Registered Holders of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2006-GG6. On Jan. 1, 2011, Bank of America assigned Note A to U.S. Bank. Note B was assigned to RBS in March 2006. Torchlight has served as the servicer of the Loan and has been retained by the subsequent assignees of Note A and Note B. According to papers filed in court, the Debtor said its financial difficulties began in the fourth quarter of 2008 when the economic downturn caused many tenants to become late with their monthly rents, and some tenants ceased operations. The first wave of financial struggles began with the Blockbuster Video bankruptcy, which resulted in several spaces being either vacated or failing to pay rent for several months prior to eviction. The Debtor said it has had additional problems with certain tenants threatening to close their stores if their leases were not renegotiated, demanding lease renegotiations. The Debtor also has lacked the funds necessary to evict and replace non-paying tenants. The Loan matured in February 2010, requiring the Debtor to refinance the principal Loan balance. However, due to the decline in real property values the Debtor's current loan balances carry a loan-to-value that is too high to refinance. Despite the Debtor's negotiation efforts, the Lender refused to reach an accommodation with the Debtor, resulting in the Debtor's default under the Loan. On March 7, 2012, the Lender commenced foreclosure proceedings against one or more of the Shadow Retail Centers, which case is currently pending as U.S. Bank National Association, et al. vs. Coldwater Portfolio Partners LLC, et al., Case No. SACV12-357-AG before the U.S. District Court for the Central District of California, Western Division. As a result, the Debtor was forced to file for Chapter 11 protection on the Petition Date to maintain the going concern value of its business. About Coldwater Portfolio Partners Coldwater Portfolio Partners LLC filed a voluntary Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012. CPP, a limited liability company organized under the laws of the state of Delaware, was formed in January 2006 with the purpose of owning and operating 38 commercial real estate properties. The majority of the properties are shadow retail centers located adjacent to Wal-Mart Supercenters throughout the Midwest and Southern States. The Debtor has developed relationships with nationwide retailers who operate local stores at the Shadow Retail Centers, including Dollar Tree, Game Stop, Sally Beauty, and Fashion Bug. The Shadow Retail Centers are particularly attractive commercial retail properties with business arising from the Wal-Mart customer traffic. The Hon. Harry C. Dees, Jr., oversees the case. Forrest B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill & Stelle LLC, serve as the Debtor's counsel. CPP estimated assets of $10 million to $50 million and debts of $50 million to $100 million. CPP is a subsidiary of CPP Holdings LLC. Kenneth S. Klein, manager of CPP, signed the Chapter 11 petition. A related entity, Coldwater Portfolio Partners II, LLC, owns and operates nine shadow retail centers in the Midwest and Southern United States. Klein Retail Centers, Inc., is the parent of Coldwater II. COMMUNITY MEMORIAL: Health Clinics Reopen Pending McLaren Deal -------------------------------------------------------------- The Associated Press reports that health clinics previously affiliated with Cheboygan Memorial Hospital have reopened in the northern Lower Peninsula community as the hospital looks at a possible sale to Flint-based McLaren Health Care Corp. AP, citing report from the Cheboygan Daily Tribune, says McLaren Health Care has hired 55 doctors and others and opened the clinics Monday. Cheboygan Memorial and its clinics unexpectedly closed last week. The hospital and health system said they support the sale but McLaren needs to work out certain issues with the federal government's Center for Medicare and Medicaid Services. The report relates hospital official said a conference call was planned for April 11 to discuss if the sale can go forward. About Community Memorial Hospital Community Memorial Hospital, operator of the Cheboygan Memorial Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 12-20666) on March 1, 2012. Judge Daniel S. Opperman oversees the case. Paul W. Linehan, Esq., at McDonald Hopkins LLC, represents the Debtor as counsel. The Debtor's financial advisor is Conway Mackenzie Inc. The Debtor estimated assets and debts of $10 million to $50 million. 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. CONSTELLATION BRANDS: Moody's Raises CFR to 'Ba1'; Outlook Stable ----------------------------------------------------------------- Moody's Investors Service upgraded Constellation Brands CFR to Ba1 from Ba2 and assigned a Ba1 rating to its new $400 million senior unsecured note issuance, which will be used to refinance existing debt. The ratings on the existing Senior Secured Bank Credit Facility will be withdrawn upon closing of the new unrated bank facilities. The rating outlook changed to stable from positive. The SGL-2 was affirmed. Constellation Brands, Inc. Rating assigned: $400 million senior unsecured notes: Ba1; LGD 4; 51% Ratings upgraded: Corporate Family Rating to Ba1 from Ba2 $1,500M Sr. Sec. Term Loan B due 06/05/2013 to Ba1; LGD4, 51% from Ba2; LGD4, 51% $300M Sr. Sec. Term Loan B due 06/05/2015 to Ba1; LGD4, 51% from Ba2; LGD4, 51% $650M Sr. Sec. Revolving Credit Facility due 06/05/2013 to Ba1; LGD4, 51% from Ba2; LGD4, 51% 7.25% Sr. Unsec Global Notes due 05/15/2017 to Ba1; LGD4, 51% from Ba2; LGD4, 51% 7.25% Sr. Unsec Global Notes due 09/01/2016 to Ba1; LGD4, 51% from Ba2; LGD4, 51% 8.375% Sr Unsec Notes due 12/15/2014 to Ba1; LGD4, 51% from Ba2; LGD4, 51% Probability of Default Rating to Ba1 from Ba2 The SGL-2 was affirmed. Ratings Rationale "The Ba1 rating reflects the company's good progress in streamlining its business and improving profitability in the past few years, while achieving leverage that is sound for the rating category," said Linda Montag, Moody's Senior Vice President. The refinancing of the senior secured credit facilities and issuance of senior unsecured notes will not materially change leverage and it will enhance liquidity by extending and staggering debt maturities. Moody's expects that the proceeds will be used to refinance existing indebtedness and for general corporate purposes including share repurchases or acquisitions. Constellation's Ba1 rating reflects its meaningful scale and good product diversification, including an extensive portfolio of brands covering the premium wine, spirits and imported beer categories. The rating also reflects the franchise strength, efficiency, and solid profitability of the company. The company's presence in premium wines, vodka and imported beer places it in some of the categories that are most strongly positioned for growth within their respective segments. Additionally overall leverage has declined to under 3.5 times as of its fiscal year ended February 2012 from over 5 times in 2007, though the company does have a history of large share repurchases and acquisitions. While management has recently been more focused on divestitures of less profitable businesses and improving mix, the many reversals and modifications to corporate strategy over the longer term have distorted comparability and leaves uncertainty as to the company's long-term commitment to its now less leveraged financial profile. In addition, the existence of the Crown Joint Venture creates uncertainties and analytical challenges, since this remains an important business that is not consolidated and whose longer-term future depends on the mutual satisfaction of both JV parties given that the original contract expires on January 2, 2017. However, Constellation's recent focus on driving profitable organic growth rather than its historically more aggressive and acquisition- focused growth strategy, which has resulted in steadily increasing margins and healthy cash flow, is a credit positive as was the exit of the underperforming international businesses. The stable outlook reflects Moody's view that Constellation Brands will continue to be profitable, with EBITA margins in the low to mid 30% range per Moody's calculations, and free cash flow generation in the $400-450 million range. Moody's expects leverage to remain relatively flat over the next 12-18 months, because the company has achieved its target leverage range of 3 to 4 times, and is likely to increase shareholder returns somewhat to maintain current levels. However Moody's expects that the company will maintain solid cash flow generation that it would cut back on share repurchases if it were to consider debt-funded acquisitions. An upgrade is not likely in the near term. It could result if the company sustains strong operating performance over the medium term, shows continued improvement in profitability and leverage, and if management shows a firm commitment to a more conservative financial management strategy, including setting financial targets that permanently reduce leverage levels such that Debt to EBITDA is maintained under 3.5 times and EBIT to Interest remains above 3.5 times, per Moody's definitions. Furthermore, there would need to be greater clarity about the future of the Crown Joint Venture and a clearly articulated commitment by management to investment grade. A downgrade could occur if operating performance were to weaken or debt financed shareholder returns or acquisitions were undertaken such that leverage was sustained above 4 times, EBITA margin was sustained below 25% or EBIT to Interest fell materially below 2.5 times. The principal methodology used in rating Constellation Brands was Global Alcoholic Beverage Rating Methodology published in August 2009. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found on Moody's website. Headquartered in Victor, New York, Constellation Brands, Inc. is a leading international wine company with a broad portfolio of premium brands across the wine, spirits, and imported beer categories. Major brands in the company's current portfolio include, Robert Mondavi, Clos du Bois, Ravenswood, Blackstone, Nobilo, Kim Crawford, Inniskillin, Jackson-Triggs, Arbor Mist, Black Velvet Canadian Whisky, and SVEDKA vodka. It imports Corona through the Crown Imports Joint Venture. Reported net revenue for fiscal 2012 was approximately $2.7 billion. CONVERTED ORGANICS: Has 92.8 Million Outstanding Common Shares -------------------------------------------------------------- On Jan. 12, 2012, Converted Organics Inc. issued a senior secured convertible note, in exchange for the senior secured convertible note issued on Nov. 2, 2011, in the aggregate original principal amount of $3,474,797, which had $2,456,595 of principal outstanding on Jan. 12, 2012, immediately prior to the exchange, for a senior secured convertible note in the aggregate original principal amount of $2,456,595, as well as additional consideration. As of April 9, 2012, the principal amount of the Note has declined to $788,775. From April 3, 2012 until April, 9 2012, a total of $345,448 in principal had been converted into 48,464,908 shares of common stock. Since the issuance of the Original Note, a total of $3,061,225 in principal had been converted into 92,829,036 shares of common stock. The Note holders are accredited investors and the shares of common stock were issued in reliance on Section 4(2) under the Securities Act of 1933, as amended. As of April 9, 2012, the Company had 92,866,200 shares of common stock outstanding. About Converted Organics Boston, Mass.-based Converted Organics Inc. utilizes innovative clean technologies to establish and operate environmentally friendly businesses. Converted Organics currently operates in three business areas, namely organic fertilizer, industrial wastewater treatment and vertical farming. The Company reported a net loss of $17.98 million in 2011, compared with a net loss of $47.81 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $6.88 million in total assets, $11.10 million in total liabilities, and a $4.22 million total stockholders' deficiency. For 2011, Moody, Famiglietti & Andronico, LLP, noted that the Company has suffered recurring losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. CRAWFORD FURNITURE: Hires Blackbird to Liquidate Remaining Assets ----------------------------------------------------------------- The Observer reports that, in March, Crawford Furniture officials received approval from the U.S. Bankruptcy Court to hire Blackbird Asset Services to liquidate its remaining possessions. According to the report, all furniture that remains unsold will be sold to the highest bidder beginning at 10 a.m., April 21. Also being sold during the auction will be hardwood furniture components, woodworking tools and equipment that is suited for a home workshop. The report notes the larger production equipment will be sold at auction beginning at 10 a.m., April 24, at Crawford's 1071 Allen St., Jamestown, location. During the sale, real estate, intellectual property and lumber will be available. Everything sold will be purchased as is with no warranties or guarantees. All purchases must be paid in full on the day of the auction. The auction will be available on site and through a webcast. The report says the property available for sale includes two Crawford warehouse facilities and its main manufacturing space. One warehouse has 43,800 square feet of space and includes 4,000 square feet of office space. The second warehouse is 50,800 square feet and includes 400 square feet of office space. The manufacturing plant is 116,800 square feet and includes 2,040 square feet of office space. The report adds the machinery and equipment includes saws, routers, sanders, clamps, air compressors, finishing lines, spray booths, spray guns, boring machines, dust collectors, hundreds of factory carts and pallet jacks. A complete list of items being sold is available at http://www.blackbirdassets.com/ About Crawford Furniture Crawford Furniture Manufacturing Corp., of Jamestown, New York -- http://www.crawfordfurniture.com/-- was a leading manufacturer for more than 120 years of quality 100% solid wood furniture. Manufacturing was started in 1883 by two Swedish craftsmen and was originally known as the Swedish Furniture Manufacturing Corporation. Manufacturing specializes in the manufacture of bedroom and dining room furniture from solid wood, specifically ash, cherry, maple and oak, that is purchased within a 150-mile radius of its factory in Jamestown. Crawford Furniture Retail Outlet Inc. has operated five retail stores in western New York since 2004. Retail also operated a warehouse/delivery depot at Benderson Development Park, in Cheektowaga, New York. Crawford Furniture Manufacturing filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Lead Case No. 11-12945) on Aug. 25, 2011. Camille W. Hill, Esq., at Bond, Schoeneck & King, PLLC, serves as the Debtors' counsel. The Debtor disclosed $8,588,970 in assets and $1,541,201 in liabilities. Retail filed a separate Chapter 11 petition on the same day. The cases are jointly administered. The U.S. Trustee appointed an official committee of unsecured creditors in the case. CRYOPORT INC: CEO and Chairman Larry Stambaugh Resigns ------------------------------------------------------ Larry G. Stambaugh resigned as the Chief Executive Officer and Chairman of the Board of CryoPort, Inc., and as a member of the Company's Board of Directors effective April 5, 2012. The recently appointed director Stephen Wasserman has been named Chairman of the Board, also effective April 5, 2012. In addition, the board has formed an Office of the Chief Executive comprised of independent Directors to assume day-to-day management responsibilities of the Company on an interim basis, while the board searches for a successor Chief Executive Officer. The Company also entered into a Separation Agreement and General Release of All Claims with Mr. Stambaugh on April 5, 2012, that governs the terms of his departure and that provides for a mutual release between the Company and Mr. Stambaugh and for the following: * the Company will pay to Mr. Stambaugh a severance amount equal to $180,000, payable in a lump sum within ten days after receipt of the Release Agreement; and * the exercise period of the two stock options granted to Mr. Stambaugh on Sept. 10, 2010, with exercise prices of $0.66 per share, will be extended for a period of five years from April 5, 2012, as to those underlying shares of common stock vested as of April 5, 2012, which amount to 362,232 and 210,000 shares of the Company's common stock, respectively. The Release Agreement also contains other customary provisions. 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 $378,700 of net revenues for the nine months ended Dec. 31, 2011, compared with a net loss of $4.29 million on $375,400 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. DAYTOP VILLAGE: Has Interim Access to $5-Mil. DIP Facility ---------------------------------------------------------- Daytop Village Foundation Incorporated and its debtor-affiliates obtained an interim bankruptcy court order authorizing them to borrow $1.5 million from a postpetition secured superpriority financing facility with Island Funding II, and to use cash collateral of the prepetition lenders. Island Funding II has agreed to provide up to $5 million of DIP financing. The Debtors had requested to use $2 million on an interim basis but the Court limited the access to $1.5 million. The Debtors said they do not have sufficient available sources of working capital and financing to preserve and maintain their assets during the Chapter 11 cases. Without the DIP loan, irreparable harm to the Debtors and their estates would occur. The Interim DIP Order provides that the DIP Lender's liens are junior in priority to any liens held by the New York State Office of Alcoholism & Substance Abuse Services and the Dormitory Authority of the State of New York. The Court will hold a final hearing on the DIP facility April 23. The Debtors have (i) $33.05 million of outstanding secured indebtedness owing under certain prepetition credit facilities; and (ii) $3.63 million of outstanding secured indebtedness owing to the Dormitory Authority of the State of New York in respect of certain loans provided from DASNY to the Debtors related to DASNY bond offerings. The prepetition lenders assert that as of the petition date they hold valid and non-avoidable liens and security interests in the Debtors' assets. Island Funding II, the DIP lender, is represented by: Paul R. DeFilippo, Esq. WOLLMUTH MAHER & DEUTSCH LLP 500 Fifth Avenue New York, NY 10110 Fax: 212-382-3300 E-mail: pdefilippo@wmd-law.com Counsel to the prepetition lender Signature Bank is: Stephen D. Brodie, Esq. HERRICK FEINSTEIN LLP 2 Park Avenue New York, NY 10016 Tel: (212) 592-1452 E-mail: sbrodie@herrick.com - and - Joshua I. Divack, Esq. HAHN & HESSEN LLP 488 Madison Avenue New York, NY 10022 Tel: 212-478-7340 E-mail: jdivack@hahnhessen.com Counsel to the prepetition lender Hudson Valley Bank is: James P. Blose, Esq. GRIFFIN COOGAN BLOSE & SULZER P.C. 51 Pondfield Road Bronxville, NY 10708 Tel: (914) 961-1300 Daytop Village Foundation Incorporated, along with affiliate Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11436) on April 5, 2012, in Manhattan. In 1963, Father William O'Brien and Dr. Alexander Bassin founded the Daytop Lodge, a substance abuse treatment facility, in Staten Island. Today, Daytop is the third largest substance abuse agency operating in the State of New York and the only substance abuse agency operating world-wide under a contract with the Unites States State Department. It provides family-oriented substance abuse treatment for adults and adolescents. Through six residential facilities and eight outreach clinics in New York, Daytop offers individual treatment plans by providing professional counseling, medical, social and spiritual attention. Judge Shelley C. Chapman presides over the case. Lowenstein Sandler PC is the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Debtors' Restructuring and Management Officer is Marotta Gund Budd Dezera LLC. The petition was signed by Michael Dailey, chief executive officer. Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in assets and $45.03 million of liabilities. DVF has $42.20 million in assets and $32.00 million in liabilities as of Jan. 31, 2012. DIVERSAPACK OF MONROE: Hearing on Auction-Less Sale April 16 ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Diversapack of Monroe LLC, a maker of packaging for consumer products, arranged a hearing on April 16 for approval to sell the business for $3.25 million without an auction. Based in Monroe, Ohio, the company owes $10.6 million to two secured lenders. One lender, owed $7.7 million on a first mortgage, is a 49% shareholder and the prior owner of the assets. The company said it never turned a profit since operations began in 2009. Diversapack of Monroe, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-10981). The Debtor estimated up to $10 million in assets and up to $50 million in debts. Joseph J. McMahon, Jr., Esq., at Ciardi, Ciardi & Astin, in Wilmington, Delaware serves as counsel. Judge Kevin Gross presides over the case. DRYSHIPS INC: Offering 9 Million Shares of Ocean Rig ---------------------------------------------------- DryShips Inc. is offering 9,000,000 common shares of Ocean Rig UDW Inc. that it owns in an underwritten public offering pursuant to Ocean Rig's registration statement on Form F-1 filed with the Securities and Exchange Commission. DryShips also intends to grant the underwriters a 30-day option to purchase up to 1,350,000 additional common shares to cover over-allotments. Companies affiliated with the Company's Chairman and Chief Executive Officer are expected to purchase a minimum of 900,000 common shares from DryShips at the public offering price. Deutsche Bank Securities and Credit Suisse are acting as joint book-running managers for the offering, and Evercore Partners, Raymond James, Simmons & Company International, ABN AMRO, COMMERZBANK, Dahlman Rose & Company, DVB Capital Markets and Nordea Markets are acting as co-managers for the offering. A preliminary prospectus related to the offering has been filed with the Securities and Exchange Commission. When available, copies of the preliminary prospectus relating to the offering may be obtained from the offices of Deutsche Bank Securities at Deutsche Bank Securities Inc., Attention: Prospectus Department, 100 Plaza One, Floor 2, Jersey City, NJ 07311 (or at 1-800-503- 4611 or by e-mail to prospectusrequest@list.db.com) or Credit Suisse at Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010 (or at 1-800-221-1037 or by e-mail to newyork.prospectus@credit- suisse.com). About DryShips Inc. Based in Greece, DryShips Inc. -- http://www.dryships.com/-- -- owns and operates drybulk carriers and offshore oil deep water drilling units that operate worldwide. As of Sept. 10, 2010, DryShips owns a fleet of 40 drybulk carriers (including newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax, with a combined deadweight tonnage of over 3.6 million tons and 6 offshore oil deep water drilling units, comprising of 2 ultra deep water semisubmersible drilling rigs and 4 ultra deep water newbuilding drillships. DryShips's common stock is listed on the NASDAQ Global Select Market where it trades under the symbol "DRYS". On Nov. 25, 2010, DryShips Inc. entered into a waiver letter for its US$230.0 million credit facility dated Sept. 10, 2007, as amended, extending the waiver of certain covenants through Dec. 31, 2010. The Company reported a net loss of US$47.28 million in 2011, compared with net income of US$190.45 million during the prior year. The Company's balance sheet at Dec. 31, 2011, showed US$8.62 billion in total assets, US$4.68 billion in total liabilities, and US$3.93 billion in total equity. DJSP ENTERPRISES: Grants 400,000 Restricted Shares to Directors --------------------------------------------------------------- The Compensation Committee of DJSP Enterprises, Inc., approved the issuance of ordinary shares as restricted shares pursuant to a restricted share agreement under the Company's 2009 Equity Incentive Plan to the members of the Board of Directors of the Company, by means of a private placement, as follows: Nicholas Adler 100,000 Restricted Shares Stephen J. Bernstein 100,000 Restricted Shares Jerry L. Hutter 100,000 Restricted Shares Kerry Propper 100,000 Restricted Shares The grants of Restricted Shares were made pursuant to and on the terms set forth in the form of Restricted Share Award Agreement. About DJSP Enterprises Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq: DJSP, DJSPW, DJSPU) provides a wide range of processing services in connection with mortgages, mortgage defaults, title searches and abstracts, REO (bank-owned) properties, loan modifications, title insurance, loss mitigation, bankruptcy, related litigation and other services. Its principal customer is The Law Offices of David J. Stern, P.A. It has additional operations in Louisville, Kentucky and San Juan, Puerto Rico. Its U.S. operations are supported by a scalable, low-cost back office operation in Manila, the Philippines, that provides data entry and document preparation support for its U.S. operations. As reported in the Jan. 20, 2011 edition of the TCR, DAL Group, LLC, a subsidiary of DJSP Enterprises, has obtained waivers on notes held by these parties for payments due through April 1, 2011: Amount of Note -------------- Law Offices of David J. Stern, P.A. $47,869,000 Chardan Capital, LLC, $1,000,000 Chardan Capital Markets, LLC $250,000 Kerry S. Propper $1,500,000 The waivers were sought by DAL as it develops and implements plans to restructure its ongoing operations to reflect its significantly reduced revenues and operations and the other changes. DAL did not make the interest payments due Jan. 3, 2011, for (i) unsecured term notes in the aggregate principal amount of $1,600,000 (ii) and a $500,000 term note issued by Cornix Management, LLC. DAL is seeking waivers from the holders of the unsecured notes and Cornix of principal and interest payments otherwise due under these notes, and the default interest rates under these notes, through April 1, 2011. DAL has entered into a forbearance agreement with BA Note Acquisition, LLC, pursuant to which BNA has agreed to forbear from taking action on a $5.5-million line of credit until March 9, 2011. EASTMAN KODAK: Dell Wants to Set Off $219,000 in Overcharges ------------------------------------------------------------ Dell Products L.P. asked the U.S. Bankruptcy Court in Manhattan to lift the automatic stay to allow the company to set off $256,436 against the amount owed by Eastman Kodak Co. under a pre- bankruptcy deal. Dell and Eastman Kodak are parties to a 2009 purchase agreement under which Dell owes $256,436 for the purchase of certain products from the company. Under the same agreement, Eastman Kodak overcharged Dell a sum of $218,932 prior to its bankruptcy, according to court papers. A court hearing to consider approval of Dell's request is scheduled for April 18. Objections are due by April 13. Dell is represented by: Paul Rachmuth, Esq. GERSTEN SAVAGE LLP 600 Lexington Avenue New York, NY 10022 Tel: (212) 752-9700 Fax: (212) 980-5192 E-mail: prachmuth@gerstensavage.com About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Kodak disclosed $5.10 billion in assets and $6.75 billion in liabilities as of Sept. 30, 2011. The net book value of all assets located outside the United States as of Dec. 31, 2011 is $13.5 million. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. A group of second lien lenders are represented by Akin Gump Strauss Hauer & Feld LLP. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Eastman Kodak and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). EASTMAN KODAK: Taps K&L Gates as Attorney for IP Suits ------------------------------------------------------ Eastman Kodak Co. and its affiliates sought approval from the U.S. Bankruptcy Court in Manhattan to employ K&L Gates LLP as its special litigation counsel. The Debtors tapped the law firm in connection with intellectual property and patent lawsuits involving Eastman Kodak Co. K&L Gates will also represent the company in investigations pending before the U.S. International Trade Commission. The Debtors will pay K&L Gates on an hourly basis for its services and will reimburse the firm for its expenses. K&L Gates' hourly rates range from $360 to $1,050 for partners and counsel; $120 to $575 for associates and other attorneys; $90 to $320 for paralegals; and $45 to $725 for other legal professionals. In court papers, David McDonald, Esq., a partner at K&L Gates, disclosed that his firm does not hold or represent interest adverse to Eastman Kodak's request. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Kodak disclosed $5.10 billion in assets and $6.75 billion in liabilities as of Sept. 30, 2011. The net book value of all assets located outside the United States as of Dec. 31, 2011 is $13.5 million. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. A group of second lien lenders are represented by Akin Gump Strauss Hauer & Feld LLP. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Eastman Kodak and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). EASTMAN KODAK: Hires Nixon for Antitrust Lawsuit ------------------------------------------------ Eastman Kodak Company is seeking court approval to employ Nixon Peabody LLC as special counsel in connection with an antitrust lawsuit pending in California. The lawsuit was filed by Eastman Kodak against Epson Imaging Devices and several other companies in December 2010. It alleges that the company was damaged by conspiracy among manufacturers of TFT-LCD panels to fix the price of those panels in violation of antitrust laws. Under an agreement between Nixon Peabody and the company, the firm will be paid a percentage of any recovery in the lawsuit in lieu of paying hourly fees. Eastman Kodak will pay 30% of any recovery obtained after September 1, 2011; 35% of any recovery obtained after a jury is sworn; and 40% of any recovery obtained on appeal. The San Francisco-based law firm will also receive reimbursement for its expenses, according to the deal. Karl Belgum, Esq., at Nixon Peabody, disclosed in a declaration that the firm does not hold or represent interest adverse to Eastman Kodak or its estates. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Kodak disclosed $5.10 billion in assets and $6.75 billion in liabilities as of Sept. 30, 2011. The net book value of all assets located outside the United States as of Dec. 31, 2011 is $13.5 million. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. A group of second lien lenders are represented by Akin Gump Strauss Hauer & Feld LLP. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Eastman Kodak and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). EASTMAN KODAK: Hires Wilmer for Suits vs. Kyocera, et al. --------------------------------------------------------- Eastman Kodak Co. and its affiliates asked the U.S. Bankruptcy Court in Manhattan to approve the employment of Wilmer Cutler Pickering Hale and Dorr LLP. Wilmer Cutler will serve as Eastman Kodak's special counsel in connection with four cases filed by the company against Kyocera Corp., Asia Optical Co. Inc., Altek Corp. and Ricoh Company Ltd. The lawsuits involve royalties due under Eastman Kodak's digital camera patent license agreements. The firm will also provide legal services in connection with the potential sale and licensing transactions related to Eastman Kodak's patents. Eastman Kodak proposed to pay Wilmer Cutler on an hourly basis and reimburse the firm of its expenses. The hourly rates range from $675 to $1,250 for partners; $675 to $835 for counsel; $395 to $695 for associates; and $195 to $395 for paralegals. Michael Summersgill, Esq., a partner at Wilmer Cutler, disclosed that none of the professionals employed by the firm hold or represent interest adverse to Eastman Kodak or its estates. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Kodak disclosed $5.10 billion in assets and $6.75 billion in liabilities as of Sept. 30, 2011. The net book value of all assets located outside the United States as of Dec. 31, 2011 is $13.5 million. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. A group of second lien lenders are represented by Akin Gump Strauss Hauer & Feld LLP. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Eastman Kodak and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). EMERALD DAIRY: AFH Holding & Advisory Files Lawsuit --------------------------------------------------- AFH Holding & Advisory has filed a lawsuit in the Superior Court, County of Los Angeles, State of California against Emerald Dairy Inc.'s chairman, chief executive officer and president, Yang Yong Shan. The complaint claims that Yang Yong Shan defaulted on an obligation to deliver shares of Emerald Dairy common stock to AFH under a pledge agreement in connection with a $1.75 million loan to Emerald Dairy, Inc. In October 2011, Emerald Dairy defaulted on the loan, and AFH, as assignee, received 5.8 million shares of Emerald Dairy common stock. The pledge agreement provides for an additional 4.1 million shares to be remitted to AFH in the event Emerald Dairy's stock price dropped below a certain floor, which has occurred. The 5.8 million shares in addition to the anticipated receipt of 4.1 million shares represents approximately 33% of the common stock outstanding of Emerald Dairy Inc. Emerald Dairy is a producer and distributor of infant and children's formula products, milk powder and soybean products in the People's Republic of China, operating under its wholly-owned subsidiaries Heilongjiang Xing An Ling Dairy, Heilongjiang Beian Nongken Changxing Lvbao Dairy, and Hailun Xinganling Dairy. AFH operates an established lending practice, offering secured asset collateralized loans, including stock collateralized loans. The firm is a licensed lender in the state of California. About AFH Holding AFH Holding & Advisory, LLC is a single member family office and advisory firm serving U.S. and international clients who seek capital formation and business strategies including the preparation and implementation of alternative public offerings, PIPE financing, acquisitions, corporate governance development, regulation and compliance, among other services, all executed concurrently to provide a seamless transition from private to public status. EVEREST ACQUISITION: Moody's Cuts Sr. Unsec. Note Rating to 'B2' ---------------------------------------------------------------- Moody's downgraded the senior unsecured note rating for Everest Acquisition L.L.C. and Everest Acquisition Finance Inc. to reflect the possibility that the company's initial capitalization may include more secured debt and less unsecured debt than originally proposed. The unsecured senior note rating has been changed to B2 from B1 to reflect the possibility of a greater amount of debt with a priority claim. The Corporate Family Ratings (CFR) of Ba3 and senior secured debt rating of Ba3 remain unchanged. The outlook is stable. As originally proposed, the financing contemplated a $500 million senior secured term loan, $500 million of senior secured notes, and $2.5 billion of senior unsecured notes. There are now indications that the capital structure may be altered to include $1.5 billion of senior secured debt and $2.0 billion of senior unsecured notes. To reflect this possible outcome, Moody's is revising the rating for the senior unsecured notes to B2 from B1. The senior secured term loan and senior secured notes share a second lien on the same assets that will secure the company's $2 billion revolving credit facility, as well as a first lien on the stock of EP Energy's first-tier international subsidiaries, with customary exceptions. Ratings Rationale EP Energy is a relatively large and diversified independent oil and gas exploration & production company. While historically natural gas focused, the company is migrating towards more exposure to oil and liquids-rich production. At year end-2011, approximately 20% of EP Energy's production was liquids oriented with an expectation that this percentage could double and rise to about 40% over the next two to three years. Moody's believes EP Energy's asset base could support a solid Ba CFR because of its scale, diversity, and inventory of drilling locations, as well as the company's operating efficiency. However, the capital structure and the high level of debt leverage drives the rating lower. Notwithstanding the $3.2 billion of equity contributed by the Sponsors, debt to average daily production at year end 2012 is projected to be approximately $32,000 per Boe while debt to proved developed reserves is expected to be about $14 per Boe - both metrics are high for a Ba3 rating. In addition, Moody's envisions the company modestly outspending cash flow over the next two years, increasing its debt, while production and reserves remain fairly constant as the company transitions to a more oily mix of reserves and production. The possible change in the initial capital structure justifies lowering the rating for the senior notes by one notch to B2 from B1. The revised structure would have more structurally-senior debt, increasing the credit risk for the senior unsecured notes. Moody's Loss Given Default Methodology supports this rating action, and suggests that a two notch differential to the Ba3 CFR is appropriate. Moody's has a stable outlook for EP Energy. However, should the ratio of debt to average daily production exceed $36,000 per Boe and appear poised to remain at that level, a downgrade will be considered. Alternatively, if leverage drops below $25,000 per Boe, it may suggest a change to a more conservative financial profile which could support an upgrade. The principal methodology used in rating Everest Acquisition was the Global Independent Exploration and Production Industry Methodology published in December 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. Everest Acquisition L.L.C. is the acquisition vehicle formed by Apollo Global Management LLC, Riverstone Holdings LLC, Access Industries Inc., Korea National Oil Company, and other investors to acquire all of El Paso Corporation's oil and gas exploration & production assets. Upon closing, Everest will be renamed EP Energy, LLC (EP Energy). Everest Acquisition Finance Inc. is a co- issuer of the senior secured notes and the senior unsecured notes and will be renamed EP Energy Finance Inc. upon closing. EP Energy is an independent exploration & production company based in Houston, Texas. EVERGREEN SOLAR: Panel Withdraws Plea to Dismiss or Convert Case ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Evergreen Solar, Inc. notified the U.S. Bankruptcy Court for the District of Delaware that it has withdrawn without prejudice its request to dismiss or convert the Debtor's case to one under Chapter 7 of the Bankruptcy Code. As reported in the Troubled Company Reporter on Dec. 23, 2011, the Committee, in its motion, asked that, if the case was dismissed, the Court find that holders of unsecured notes would receive approximately $3,750,000 in preference proceeds returned under Section 349(b) of the Bankruptcy Code. In a separate filing, certain unaffiliated holders of the 13% Convertible Senior Secured Notes due 2015 had also withdrawn their motion of the Supporting Noteholders to determine the value of adequate protection claims and liens granted under the cash collateral order with prejudice pursuant to the Stipulation of Settlement among the Debtor, the Committee, the Supporting Noteholders, and U.S. Bank National Association, as indenture trustee as approved by the Court. As reported in the March 2, 2012 edition of the TCR, the Debtor reached a stipulation with the supporting noteholders, the Official Committee of Unsecured Creditors, and U.S. Bank National Association, as indenture trustee and collateral agent for the senior secured notes. The five main components of the stipulation are: i) resolution of outstanding litigation and contested matters, including that relating to the extent and validity of the secured indenture trustee's claims and liens; ii) provision of an additional carve out of the secured indenture trustee's collateral for the benefit of the Debtor's estate (including payment of administrative and priority claims); iii) provision of an additional carve out of the secured indenture trustee's collateral for the benefit of, and distribution to, general unsecured creditors, including pursuant to the unsecured creditor vehicle; iv) transfer of collateral and proceeds thereof free of the Debtor liabilities to the secured indenture trustee less amounts otherwise agreed to be left for the benefit of the estate or the unsecured creditors; and v) agreement to support the pursuit of a Chapter 11 Plan to conclude the Chapter 11 case to the extent reasonably feasible. About Evergreen Solar Evergreen Solar, Inc. -- http://www.evergreensolar.com/-- developed, manufactured and marketed String Ribbon solar power products using its proprietary, low-cost silicon wafer technology. The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge Mary F. Walrath. The Company's balance sheet at April 2, 2011, showed $373,972,000 in assets, $455,506,000 in total liabilities, and a stockholders' deficit of $81,534,000. Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham McCutchen LLP, serve as general bankruptcy counsel to the Debtor. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as co-counsel. Hilco Industrial LLC serves as exclusive marketing and sales agent. Klehr Harrison Harvey Branzburg serves as special conflicts counsel. Zolfo Cooper LLC is the financial advisor. UBS Securities, LLC, serves as investment banker. Epiq Bankruptcy Solutions has been tapped as claims agent. The supporting noteholders are represented by Michael S. Stainer, Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York. An official committee of unsecured creditors retained Pepper Hamilton and Kramer Levin Naftalis & Frankel as counsel. The Committee tapped Garden City Group as communications services agent. In conjunction with the Chapter 11 filing, the Company entered into a restructuring support agreement with certain holders of more than 70% of the outstanding principal amount of the Company's 13% convertible senior secured notes. As part of the bankruptcy process the Company will undertake a marketing process and will permit all parties to bid on its assets, as a whole or in groups pursuant to 11 U.S.C. Sec. 363. An entity formed by the supporting noteholders, ES Purchaser, LLC, entered into an asset purchase agreement with the Company to serve as a 'stalking-horse" and provide a "credit-bid" pursuant to the Bankruptcy Code for assets being sold. Eventually, Evergreen sold the assets piecemeal in three auctions. Max Era Properties Ltd. from Hong Kong paid $6 million cash and $3.2 million in stock of China Private Equity Investment Holdings Ltd. for the company name, intellectual property, and wafermaking assets. Kimball Holdings LLC paid $3.8 million for solar panel inventory while the secured lenders exchanged $21.5 million of their $165 million claim for a $171 million claim against Lehman Brothers Holdings Inc. Max Era Properties Limited and Sovello AG bought equipment and machinery located at the Debtor's Devens, Massachusetts facility for $8.9 million. Evergreen Solar is at least the fourth solar company to seek court protection from creditors since August 2011. Other solar firms are start-up Spectrawatt Inc., which also filed in August, Solyndra Inc., which filed early in September 2011, and Stirling Energy Systems Inc., which filed for Chapter 7 bankruptcy late in September. FIRST STREET: Taps Michael Brooks for Claims vs. MS Mission ----------------------------------------------------------- First Street Holdings NV LLC, et al., ask permission from the U.S. Bankruptcy Court for the Northern District of California to employ the Law Offices of Michael Brooks Carroll as special litigation counsel for certain debtors in adversary proceeding and related pending federal appeal. The Debtors need experienced counsel to prosecute claims against MS Mission Holdings, LLC, and its predecessor in interest, CapitalSource Finance LLC. The Debtor's previously employed Philip Keith as litigation counsel. On Nov. 9, 2011, the Debtors commenced in this Court an adversary proceeding by filing a complaint against MS Mission Holdings LLC, CapitalSource Finance, LLC and Walton Street Capital LLC. By order entered Feb. 21, 2012, this Court granted Mr. Keith's motion to withdraw as counsel for Plaintiffs in the Adversary Proceeding. Mr. Keith previously represented the Debtors in the appeal, filed before the bankruptcies were instituted, that is now pending in the U.S. Court of Appeals For The Ninth Circuit, entitled Sixty- Two First Street, LLC, et al. v. CapitalSource Finance, LLC, Ninth Circuit Case No. 11-16602, N.D. Cal.Case No. 3:11-cv-01920-WHA, which appeal relates to certain of the claims now being asserted by Debtors in the Adversary Proceeding. By order entered Feb. 9, 2012, the Ninth Circuit granted Mr. Keith's motion to withdraw as counsel of record in the Ninth Circuit CapitalSource Case Appeal. The Debtors seek the Court's permission to employ the Firm as litigation counsel in the place of Mr. Keith in the Adversary Proceeding currently before the Court and in the Ninth Circuit CapitalSource Case Appeal now pending in the United States Court of Appeals For The Ninth Circuit. Michael Brooks Carroll, Esq., an attorney at the Firm, Carroll previously represented the Debtors in an action filed in 2010 in state court against CapitalSource Finance, LLC, removed to the U.S. District Court, and which is the Ninth Circuit CapitalSource Case Appeal now pending in the Ninth Circuit on appeal from the order of the District Court dismissing the state court complaint on grounds of venue. Mr. Carroll previously represented the Debtors, and their manager and indirect owner H. David Choo, in the filing of an action in state court on Aug. 30, 2011 against MS Mission Holdings LLC and other defendants, entitled Sixty-Two First Street, LLC, et al. v. MS Mission Holdings LLC, et al., San Francisco Superior Court Case No.CGC-11-513750, seeking injunctive and other relief against MS Mission Holdings LLC. After the filing of bankruptcies by the debtors-in-possession, Mr. Carroll was engaged by H. David Choo and an entity known as Marcus Heights LLC to provide legal advice and services in connection with informal discussions with counsel for Defendant MS Mission Holdings LLC concerning resolution of the legal disputes involved in the Adversary Proceeding. Mr. Carroll will perform services for the Debtors, based on these hourly fees: Michael Brooks Carroll $400 Associate Attorneys $280 Law Clerks & Legal Assistants $100 Case Clerks $50 Mr. Carroll attests that the Firm does not presently or hold or represent any interest adverse to the interest of the Debtors or the estate, and is disinterested within the meaning of 11 U.S.C. Sec. 101(14). The Court will hold a hearing on May 2, 2012, at 2:00 p.m., on the Debtors' request to employ the Firm as special litigation counsel. About First Street First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300 and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky. Iain A. MacDonald, Esq., and Reno F.R. Fernandez III, Esq., at MacDonald and Associates, in San Francisco, serve as the Debtor's bankruptcy counsel. Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518 Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos. 11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and 11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011. Colliers Parrish International Inc. serves as appraiser to value certain real properties and other assets held by the Debtors. The cases are jointly administered under Lead Case No. 11-49300. Investor David Choo is associated with CMR Capital, LLC, the manager of the Debtors. Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78 First Street, LLC, 88 First Street, LLC, 518 Mission, LLC, First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers, LLC, and JP Capital, LLC; and David Choo, individually, have filed a combined joint plan and disclosure statement with the Bankruptcy Court. The Joint Plan, dated Nov. 29, 2011, provides for the payment of all of their secured, administrative, priority and general unsecured claims in full. Interests in the Debtors will be retained without modification. FIRSTLIGHT HYDRO: Moody's Lifts Rating on Sr. Sec. Bonds to 'Ba2' ----------------------------------------------------------------- Moody's Investors Service upgraded Firstlight Hydro Generating Company (FLH or Project) senior secured bonds to Ba2 from B1 and changed the outlook to stable from negative. Moody's also withdrew the ratings on Firstlight Power's (FLP) 1st and 2nd lien term loan ratings given their repayment. Ratings Rationale The rating action reflects the repayment of Firstlight Power's 1st and 2nd lien term loans, which reduces consolidated leverage by roughly 60%. The debt repayment at FLP also removes refinancing risk and potential covenant violations at the holding company level that could have adversely affected FLP and FLH. The rating action also reflects continuing strong support shown by International Power (IP), FLH's indirect owner and sponsor. Moody's understands that funds to repay FLP's holding company debt were provided by affiliate loans. Previously, FLP's sponsor has contributed over $200 million of equity to reduce debt at FLP. The demonstrated sponsor support represents substantial rating lift compared to FLH's standalone credit quality especially given the offtake contract maturing at the end of 2014. The FLH's standalone credit profile continues to be supported by its competitive position in a relatively attractive market in the US, low relative leverage at around $221/kw and generally good operating history excluding 2010. However, the rating also incorporates a major outage in 2010 and current difficult market conditions given low power prices. Based on Moody's rough proforma estimates, FLP credit metrics could drop to into the 'B' category if it is fully merchant starting in January 2015. The stable outlook reflects FLH's contract through 2014, stable coverage ratios between now and 2014, and the potential for merchant exposure from 2015 through bond maturity. The rating could be negatively affected if sponsor support decreases, credit metrics drop below the 'B' category or if FLH has major operational problems. The rating could be upgraded if the existing contract is extended on favorable terms including offtaker credit quality or if the wholesale energy market improves such that FLH could sustain FFO/Debt of 16% and DSCR of 2.5x on a sustainable basis in the merchant market. The last rating action took place on November 2, 2011, when Moody's downgraded FLP's ratings to B2 and Caa1 on its 1st lien and 2nd lien credit facilities and also downgraded FLH's rating to B1. FirstLight Hydro Generating Company ("FLH"), owns generation totaling 1,318 MW in located in Connecticut and Massachusetts. FLH's assets consist of the 1,102 MW Northfield Mountain pumped storage facility, 193 MW of conventional hydro, and a 21 MW oil fired peaking facility. FLH is owned by Firstlight Power (FLP), which is indirectly owned by International Power plc (IP; Baa3/stable). IP is 70% owned by GDF Suez SA (GDF, A1/RUR-DN) and 30% is publically held. The principal methodology used in these ratings was Power Generation Projects published in December 2008. FKF MADISON: Wins Court Approval of Chapter 11 Plan --------------------------------------------------- One Madison Park won Delaware bankruptcy court approval Tuesday for its reorganization plan, which will transfer ownership to a joint venture between The Related Cos. LP and HFZ Capital Group. Bankruptcy Law360 relates that U.S. Bankruptcy Judge Kevin Gross signed off on the plan, clearing the new owners to finish construction on the 50-story high rise and begin selling dozens of unoccupied luxury condominiums. As reported by Bill Rochelle, the plan is based in part on a settlement where unsecured creditors share $6.75 million for a recovery of 1.9 percent to 4.27 percent on claims aggregating up to $180 million, according to the court-approved disclosure statement. Unsecured creditors were unanimous in support of the plan, according to the disclosure statement. Mechanics lienholders, with claims of as much as $12.5 million, are to be paid in full. Secured lenders, owed $234.2 million, are co- proponents of the plan. The lenders receive the new stock while retaining the full amount of the secured debt, for a recovery estimated at 84 percent. The disclosure statement says the property is worth less than the secured debt and mechanics' liens. About FKF Madison FKF Madison owns the One Madison Park condominium tower in New York City. The One Madison Park project came to halt in February 2010 when iStar Financial Inc., the chief financier for the project, moved to foreclose on it. The high-profile condominium project, a 50-story tower was developed by Ira Shapiro and Marc Jacobs. An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867) was filed against FKF Madison on June 8, 2010. The case was converted to a Chapter 11 in November 2010. Before bankruptcy, the $235 million first lien was held by IStar Financial Inc. The debt was sold to the trustee for the junior lender, Longview Ultra Construction Loan Fund. FRIENDLY ICE CREAM: Seeks Extension of Lease Decision Deadline -------------------------------------------------------------- Friendly Ice Cream Corporation, now known as Amicus Wind Down Corporation, filed a string of motions to assume and assign several store leases and contracts. A hearing on the request is set for April 20 in Wilmington, Delaware bankruptcy court. At the April 20 hearing, Friendly will also ask the Court for a May 31, 2012 extension of the Debtors' deadline to assume or reject unexpired leases of non-residential real property in respect of unexpired leases for which the Debtors have obtained prior written consent of the landlord counterparty thereto, and for authority to enter into written consents with landlords for similar extensions of the deadline to assume or reject unexpired those leases. On Jan. 9, 2012, the Debtors closed a sale of substantially all of their assets and are now in the process of seeking to wind down their estates. As of the Sale closing, there remained several hundred unexpired leases of nonresidential real property that were neither rejected nor assumed and assigned. Although the Debtors, the asset purchaser, and third-parties have been working tirelessly since the sale closing to reject or assume and assign such Leases, the Debtors said the parties may not be able to make definitive decisions regarding the disposition of the remaining Leases by May 1, 2012, pursuant to the sale order, due to the sheer volume of contracts and leases to which the Debtors are counterparties. As a result, the Debtors and the Purchaser have been, and continue to be, in discussions with landlord counterparties regarding a consensual 30-day extension, to May 31, 2012, for the rejection or assumption and assignment of the remaining unexpired Leases. About Friendly Ice Cream Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner and franchiser of 490 full-service, family-oriented restaurants and provider of ice cream products in the Eastern United States, filed for Chapter 11 reorganization together with four affiliates (Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell the business mostly in exchange for debt to Sundae Group Holdings II LLC, a unit of Sun Capital Partners Inc. The existing owner and holder of the Debtors' second-lien debt are also affiliates of Sun Capital. Friendly's, based in Wilbraham, Massachusetts, also announced the closing of 63 stores, leaving about 424 operating. Franchise operators have about 230 of the locations. Judge Kevin Gross oversees the case. James A. Stempel, Esq., Ross M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland & Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel. Zolfo Cooper serves as the Debtors' financial advisors. In its petition, Friendly Ice Cream Corp. estimated $100 million to $500 million in assets and debts. The petitions were signed by Steven C. Sanchioni, executive vice president, chief financial officer, treasurer, and assistant secretary. On Oct. 12, 2011, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to serve as co-counsel, and FTI Consulting as financial advisor. Sundae Group Holdings offered to pay about $120 million for the business. The price includes enough cash to pay first-lien debt and an amount of cash for unsecured creditors to be negotiated with the official creditors' committee. Aside from cash, Sun Capital made a credit bid from the $267.7 million in second-lien, pay-in-kind notes. On Dec. 29, 2011, the Bankruptcy Court entered an order approving the sale to Sundae Group. The sale closed on Jan. 9, 2012. On Jan. 17, 2012, the Bankruptcy Court entered an order approving name changes for the Friendly's Debtors: (a) Friendly Ice Cream Corporation to Amicus Wind Down Corporation; (b) Friendly's Restaurants Franchise, LLC to Amicus Restaurants Franchise Wind Down, LLC; (c) Friendly's Realty I, LLC to Amicus Realty I Wind Down, LLC; (d) Friendly's Realty II, LLC to Amicus Realty II Wind Down, LLC; and (e) Friendly's Realty III, LLC to Amicus Realty III Wind Down, LLC. Friendly's was one of two companies under Sun Capital's portfolio to file for bankruptcy in a span of two days. Mexican-food chain Real Mex, which operates restaurants such as Chevys, filed in Delaware bankruptcy court on Oct. 3, 2011. GARY M. SLAGLE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Gary M. Slagle, General Contractor, Inc. dba Slagle Custom Homes 131 Childs Road Elkton, MD 21921 Bankruptcy Case No.: 12-16497 Chapter 11 Petition Date: April 5, 2012 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Nancy V. Alquist Debtor's Counsel: Howard M. Heneson, Esq. HOWARD M. HENESON, P.A. 810 Glen Eagles Court, Suite 301 Towson, MD 21286 Tel: (410) 494-8388 Fax: (410) 494-8389 E-mail: hheneson@bankruptcymd.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb12-16497.pdf The petition was signed by Mary Sue Slagle, secretary/treasurer. GLORY INVESTMENT: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Glory Investment Group, LLC 2960 Penwick Lane, #8 Dunkirk, MD 20754 Bankruptcy Case No.: 12-16598 Chapter 11 Petition Date: April 6, 2012 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Debtor's Counsel: Randy McRae, Esq. 4301 F St., SE Washington, DC 20019 Tel: (202) 421-7983 E-mail: rmcrae55@verizon.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its two largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb12-16598.pdf The petition was signed by Tung Chiu, member. GRAYMARK HEALTHCARE: Incurs $6.1 Million Net Loss in 2011 --------------------------------------------------------- Graymark Healthcare, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $6.12 million on $17.51 million of net revenues in 2011, compared with a net loss of $19.28 million on $20.52 million of net revenues in 2010. The Company's balance sheet at Dec. 31, 2011, showed $27.98 million in total assets, $23.16 million in total liabilities and $4.82 million in total equity. As of Dec. 31, 2010, the Company had an accumulated deficit of approximately $29.2 million and reported a net loss of approximately $19.1 million for the year then ending. The Company used approximately $3.2 million in cash from operating activities of continuing operations during the year ending December 31, 2010. Furthermore, the Company had a working capital deficit of approximately $20.5 million as of Dec. 31, 2010. At that time, there was substantial doubt about the Company's ability to continue as a going concern. During May 2011 and June 2011, the Company raised a total of $9.3 million in net proceeds from a private and public offering of common stock and warrants. As of Dec. 31, 2011, the Company had cash and cash equivalents of $4.9 million and total equity of $4.8 million. In addition, the Company expects to collect $1.0 million in June 2012 from the Indemnity Escrow Fund related to the ApothecaryRx sale transaction. The $4.9 million in cash and cash equivalents, as of Dec. 31, 2011, and the expected cash availability over the next twelve months of $5.9 million are both more than management's projected cash needs for the next twelve months of approximately $5.0 million. As a result, the initial doubts about the Company's ability to continue as a going concern have been alleviated. A copy of the Form 10-K is available for free at: http://is.gd/g2cQcD About Graymark Healthcare Oklahoma City, Okla.-based Graymark Healthcare, Inc. (NASDAQ: GRMH) -- http://www.graymarkhealthcare.com/-- is one of the largest providers of care management solutions to the sleep disorder market based on number of independent sleep care centers and hospital sleep diagnostic programs operated in the United States. GRUBB & ELLIS: Brokers Appeal Sale of Brokerage Commissions ----------------------------------------------------------- An ad hoc committee of Grubb & Ellis brokers is taking an appeal from a bankruptcy court order approving the sale of the business to BGC Partners Inc. Specifically, the brokers appeal the order authorizing the sale of brokerage commissions to be paid after the closing of the sale to BGC "free and clear" of any obligation to pay a portion of the commissions to individual brokers and agents, as required pursuant to each broker's or agent's individual agreement with the Debtors. The group is represented by: Michael S. Fox, Esq. Eric L. Goldberg, Esq. Jordanna L. Nadritch, Esq. OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP Park Avenue Tower 65 East 55th Street New York, NY 10022 Tel: 212-451-2300 E-mail: mfox@olshanlaw.com egoldberg@olshanlaw.com jnadritch@olshanlaw.com 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. 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., at Goodwin Procter LLP. On March 27, 2012, the Court approved the sale to BGC. An auction was cancelled after no rival bids were submitted. Pursuant to the term sheet signed by the parties, BGC would acquire 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 would also pay $16 million in cash because the sale was approved by the March 27 deadline. Otherwise, the cash component would have been $14 million. Approval of the sale was simplified when BGC settled with unsecured creditors by increasing their recovery. Judge Glenn also approved the settlement on March 27. Several parties in interest have taken an appeal from the sale order. GRUBB & ELLIS: Creditors' Panel Retains Altson & Bird as Counsel ---------------------------------------------------------------- Grubb & Ellis Company's Official Committee of Unsecured Creditors asks for permission from the U.S. Bankruptcy Court to retain Alston & Bird LLP as counsel. The firm will, among other things, perform these services: (a) The administration of the cases and the exercise of oversight with respect to the Debtors' affairs including all issues arising from or impacting the Debtors or the Committee in the chapter 11 cases; (b) The preparation on behalf of the Committee of all necessary applications, motions, orders, reports, and other legal papers; and (c) Appearances before the Court to represent the interests of the Committee. The firm's rates are: Personnel Rates --------- ----- Partner $625 - $1,085 Counsel $625 - $895 Associate $380 - $660 Paralegal $150 - $305 Craig Freeman, Esq., and Martin G. Bunin, Esq., are the A&B bankruptcy partners who will be the primary partners on this matter, and their hourly rates are $730 and $825, respectively Mr. Bunin attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. 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. 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., at Goodwin Procter LLP. On March 27, 2012, the Court approved the sale to BCG. An auction was cancelled after no rival bids were submitted. Pursuant to the term sheet signed by the parties, BGC would acquire 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 would also pay $16 million in cash because the sale was approved by the March 27 deadline. Otherwise, the cash component would have been $14 million. Approval of the sale was simplified when BGC settled with unsecured creditors by increasing their recovery. Judge Glenn also approved the settlement on March 27. Several parties in interest have taken an appeal from the sale order. GRUBB & ELLIS: Section 341(a) Meeting Scheduled for April 18 ------------------------------------------------------------ The U.S. Trustee will convene a meeting of creditors of Grubb & Ellis Company on April 18, 2012, at 9:30 a.m. The meeting will be held at 80 Broad Street Fourth Floor, New York, New York. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. 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. 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., at Goodwin Procter LLP. On March 27, 2012, the Court approved the sale to BCG. An auction was cancelled after no rival bids were submitted. Pursuant to the term sheet signed by the parties, BGC would acquire 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 would also pay $16 million in cash because the sale was approved by the March 27 deadline. Otherwise, the cash component would have been $14 million. Approval of the sale was simplified when BGC settled with unsecured creditors by increasing their recovery. Judge Glenn also approved the settlement on March 27. Several parties in interest have taken an appeal from the sale order. GRUMMAN OLSON: Successor Liability Claims Not Barred by 363 Sale ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge J. Paul Oetken in Manhattan ruled on March 29 that a sale of assets free and clear of liens and claims in bankruptcy can't absolve the buyer of liability as a successor in some circumstances. The report recounts that the case involved a truck manufacturer which sold its business while in Chapter 11. The sale approval order contained broad language saying the buyer would have no liability as a successor to the bankrupt company's business. Later, a truck manufactured before bankruptcy was in an accident. The driver of the truck sued the buyer in New Jersey. The buyer turned to the bankruptcy court and sought a declaration that the sale order precluded the suit. The bankruptcy judge ruled against the buyer, and so did Judge Oetken in a 27-page opinion. According to the report, Judge Oetken, adopting the rationale laid down by the U.S. Courts of Appeal in New Orleans and Atlanta, said, "Because parties holding future claims cannot possibly be identified and, thus, cannot be provided notice of the bankruptcy, courts consistently hold that, for due process reasons, their claims cannot be discharged by the bankruptcy court's orders." The report notes that Judge Oetken was careful to say that he expressed no view as to whether the plaintiff would have a good claim for successor liability under New Jersey law. He was not persuaded to rule otherwise by an argument that failing to bar claims based on a theory of successor liability would depress the value at which assets can be sold in bankruptcy. The case is Morgan Olson LLC v. Federico (In re Grumman Olson Industries Inc.), 11-2291, U.S. District Court, Southern District New York. About Grumman Olson Grumman Olson Industries, Inc., which derived its operating revenues primarily from the sale of truck bodies, filed for chapter 11 protection on Dec. 9, 2002 (Bankr. S.D.N.Y. Case No. 02-16131). Sanford Philip Rosen, Esq., at Sanford P. Rosen & Associates, P.C., and James M. Matthews, Esq., at Carl A. Greci, Esq., represented the Debtor in its restructuring efforts. Mark T. Power, Esq., at Hahn & Hessen LLP, represented the Official Committee of Unsecured Creditors. When the Company filed for protection from its creditors, it disclosed $30,022,000 in total assets and $38,920,000 in total debts. On Oct. 19, 2004, the Court confirmed the first amended joint liquidating plan proposed by the Debtor and the Committee. The plan took effect on Nov. 10, 2005. HAYDEL PROPERTIES: Hearing on Case Conversion Scheduled for May 17 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Mississippi will convene a hearing on May 17, 2012, at 1:30 p.m., to consider the motion to convert the Chapter 11 case of Haydel Properties, LP, to one under Chapter 7 of the Bankruptcy Code. Creditor and party-in-interest BancorpSouth Bank filed a joinder to the U.S. Trustee for Region 5's motion to convert. BancorpSouth noted that no operating reports have been filed to date. BancorpSouth is represented by: Les W. Smith, Esq. PAGE, MANNINO, PERESICH & MCDERMOTT, P.L.L.C. 759 Vieux Marche P.O. Drawer 289 Biloxi, MS 39533 Tel: (228) 374-2100 Fax: (228) 432-5539 About Haydel Properties Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012. Judge Katharine M. Samson presides over the case. Patrick A. Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell, Esq., at Gambrell & Associates, PLLC, serve as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. The petition was signed by Michael D. Haydel, manager of general partner. HEMCON MEDICAL: Files for Chapter 11 After $34MM Patent Suit Loss ----------------------------------------------------------------- HemCon Medical Technologies, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 12-32652) on April 10, 2012, estimating up to $50 million in assets and liabilities. The Debtor on the Petition Date filed expedited motions to, among others, pay prepetition wages and benefits of employees, and use cash collateral. A preliminary hearing was scheduled April 12 at 1:00 p.m. The Debtor said it is in immediate need to obtain bankruptcy court approval of its first day motions in order to continue to conduct its business in the ordinary course. The Debtor said it will suffer immediate and irreparable harm if it is not authorized to obtain the relief requested in its first day motions in order to assure its creditors, employees, tenants and customers that it will be able to continue its business operations in the ordinary course and pay all postpetition obligations as and when they become due. Judge Elizabeth L. Perris presides over the case. The U.S. Trustee will convene a meeting creditors under 11 U.S.C. Sec. 341(a) on May 15, 2012 at 1:30 p.m. Attorneys at Tonkon Torp LLP represent the Debtor. Patent Infringement Suit According to a press release by the company, the filing comes after an en banc decision by the U.S. Court of Appeals for the Federal Circuit on March 15, 2012, which affirmed an award of $34.2 million in damages to Marine Polymer Technologies Inc. in a patent infringement case initiated in 2006. "Chapter 11 gives us the best opportunities to maximize the value of HemCon and to continue to conduct business operations while we restructure debt, costs and other obligations," said Nick Hart, HemCon's President and Chief Financial Officer. "In addition, HemCon is planning on filing a petition to request that the CAFC rehear its 5-5 decision on claim construction, in the patent infringement case." During the past year, HemCon reformulated its chitosan-derived product line, branded as HemCon(R) PRO products. The HemCon PRO chitosan-derived product line has been successfully introduced in the U.S. and is approved for European and Japanese distribution, allowing for uninterrupted supply of product. Similarly, HemCon will continue supporting the recently introduced GuardaCare(R)XR Surgical product, as well as all of its other product lines including HemCon Patch(R) PRO and ChitoGauze(R) PRO. HemCon anticipates commencing Phase II clinical trials in June for its U.S. Army-funded Lyophilized Plasma product (LyP). The U.S. military believes that early administration of plasma has an important role in reducing battlefield mortality rates, and sees this program as a top research and development priority. HemCon's European subsidiary is not subject to the Chapter 11 proceedings and will continue to operate as previously, selling its oxidized cellulose-based products including GuardIVa(R) Antimicrobial Hemostatic IV Dressing, Synaero(TM) Hemostatic Gel, and the consumer products line. About HemCon Medical HemCon Medical Technologies, Inc. -- http://www.hemcon.com/-- founded in 2001, develops, manufactures, and markets innovative technologies that control bleeding resulting from trauma or surgery. HemCon products are designed for use by military and civilian first responders as well as medical professionals in hospital, dental and clinical settings where rapid control of bleeding is of critical importance. HemCon is headquartered in Portland, Ore., with additional commercial operations in Ireland and the Czech Republic. The Debtor currently has 43 employees, with an average payroll of approximately $142,000 per pay period. HERCULES OFFSHORE: Receives $10MM Payment from Angola Drilling -------------------------------------------------------------- Hercules Offshore, Inc., on April 4, 2012, received a cash payment of $10.0 million from Angola Drilling Company Ltd., a customer in Angola. This amount represents an installment payment on the balance owed to the Company from the Customer pursuant to a drilling contract for the Hercules 185 for services provided from July 2009 through January 2011. During the Second Quarter 2012, the cash payment will have the following impact on the Company's financial statements: * The Company's International Offshore segment's general and administrative expenses will include an $8.8 million benefit related to the reversal of an allowance for doubtful accounts; and * The Company's International Offshore segment's revenue will include a $1.2 million benefit now that the uncertainty surrounding collectability on a portion of the receivable has been removed. After application of the recent payment, the Customer currently owes the Company $54.4 million under the Contract. While the Company remains hopeful the Customer will fulfill its obligations under the Contract, the collectability of the balance owed remains uncertain and difficult to forecast. Accordingly, the Company does not believe this recent payment has removed the uncertainty surrounding future collectability of the outstanding balance. Consequently, at this time, the Company has not recognized any of the $54.4 million remaining balance in the Company's financial statements. The amount owed to the Company remains undisputed by the Customer and the Company is continuing to vigorously pursue all commercial and legal means for collection of the outstanding balance. If the Company receives any additional payments from the Customer, the payments will be recorded as an increase to the Company's International Offshore segment's revenue. About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. The Company reported a net loss of $76.12 million in 2011, a net loss of $134.59 million in 2010, and a net loss of $91.73 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $2 billion in total assets, $1.09 billion in total liabilities, and $908.55 million in stockholders' equity. * * * The Troubled Company Reported said on March 23, 2012, that Moody's Investors Service upgraded Hercules Offshore, Inc. Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to B3 from Caa1 contingent upon the completion of its recently announced recapitalization plan. Hercules' B3 CFR reflects its jackup fleet, which consists primarily of standard specification rigs with an average age of about 30 years. Its rigs are geographically concentrated in the Gulf of Mexico (GoM), a market that experienced a slow-down after the Macondo well incident. However, over the last year a pick-up in permitting and activity levels in the GoM, has led to higher dayrates. For Hercules, the improving market conditions have stabilized its cash flow from operations, which are expected continue to improve for at least the next 18 to 24 months as old contracts roll into new contracts with higher dayrates. These improving market conditions support the decision to upgrade Hercules' CFR at this time. As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings Services revised its outlook on Houston-based Hercules Offshore Inc. to stable from negative and affirmed its 'B-' corporate credit rating on the company. "The rating on the company's senior secured credit facility remains 'B-' (the same as the corporate credit rating on the company) with a recovery rating of '3', indicating our expectation of a meaningful (50% to 70%) recovery in the event of payment default," S&P said. "Our ratings on Hercules reflect its participation in the highly volatile and competitive shallow-water drilling and marine services segments of the oil and gas industry. The ratings also incorporate our expectation that day rates and utilization for the company's jack-up rigs in the U.S. Gulf of Mexico will remain robust throughout 2012. Moreover, we expect the company's domestic offshore operations will provide the majority of EBITDA generation in 2012, since its international offshore segment will perform more weakly compared with 2011 due to lower contract renewal day rates reflecting current market conditions. The ratings also incorporate the company's geographic and product diversification (provided by the its liftboat segments) and adequate liquidity, as well as the risks associated with the Securities and Exchange Commission's investigation into possible violations of securities law, including possible violations of the Foreign Corrupt Practices Act. The company is also the subject of a review by the U.S. Department of Justice (DOJ)," S&P said. HOSPITAL DAMAS: Malpractice Claimants Lose Bid to Dismiss Case -------------------------------------------------------------- Bankruptcy Judge Edward A. Godoy denied the request of medical malpractice claimants for dismissal of the Chapter 11 bankruptcy cases of Hospital de Damas, Inc., a not-for-profit corporation organized under the laws of the Commonwealth of Puerto Rico. Nitza Enid Sanchez-Rodriguez, Alma Estela Sanchez-Rodriguez, Jose Ivan Sanchez-Rodriguez, Altamira Rodriguez-Perez, Carlos Alberto Rodriguez-Perez, Alba Marta Rodriguez-Perez, Dr. Sonia Hodge, Russell Rodriguez-Perez, and Mayra Lillian Nigaglioni on Feb. 28, 2012, filed a motion to dismiss alleging that the debtor was operating the hospital without a license and that the debtor's operation of the hospital was illegal and unlawful. The medical malpractice claimants also allege, among other things, bad faith based on false statements and misrepresented facts by the debtor in prejudice to the creditors. They argue that the debtor's bad faith warrants the dismissal of the case pursuant to section 1112 of the Bankruptcy Code. Olga Maldonado and her son Josue Narvaez Maldonado, Lizbeth Vargas Colon and Jaime M. Cedeno in representation of their minor daughter Lizbeth Cedeno Vargas, Baudilio Luciano Ortiz, Joel Luciano Caraballo, Juan Orta Rodriguez, Juan Orta Lopez de Victoria, Ferando Vargas Lopes de Victoria, and Tomas Orta Lopez de Victoria filed joinders to the Dismissal Motion. The debtor opposed dismissal by denying any bad faith on its part and alleging, among other things, that the debtor has been operating the hospital since 1987 and that said operation is legal and accepted by the pertinent regulatory agency. The Unsecured Creditors Committee also opposed dismissal alleging that the malpractice claimants failed to carry their burden of showing that cause exists under section 1112 even if the court were to find that the debtor lacked the required licenses to operate the hospital. On May 31, 2011, the Debtor filed its disclosure statement and plan of reorganization. At the hearing on the disclosure statement held on Oct. 20, 2011, the court gave the Debtor an opportunity to amend its disclosure statement and plan. An amended disclosure statement and plan were filed jointly by the Debtor and Unsecured Creditors Committee on Nov. 4, 2011. At the Dec. 6, 2011 hearing on the amended disclosure statement, the Court approved the amended disclosure statement and set the confirmation hearing on the amended plan for Feb. 9, 2012. Prior to the confirmation hearing, two of the medical malpractice claimants and the other medical malpractice claimants filed an objection to the confirmation of the amended plan. Two other groups of medical malpractice creditors joined that objection. The objections, among other things, allege that the court has no jurisdiction over the self-insurance fund from which the amended plan proposes to pay all of the medical malpractice creditors. At the confirmation hearing, the Court refrained from hearing evidence on the amended plan and questioned the Debtor about the Court's jurisdiction over the self-insurance fund. The Debtor was given time to file a stipulation as to the self-insurance fund, and the confirmation hearing was continued to March 23, 2012. The March 23 date was converted from a hearing on confirmation to one on the motion to dismiss, and the hearing on the confirmation of the amended plan was rescheduled to April 27, 2012. A copy of the Court's April 9, 2012 Opinion and Order is available at http://is.gd/M89348from Leagle.com. About Hospital Damas Ponce, Puerto Rico-based Hospital Damas, Inc., operates, since 1987, Hospital Damas, a general acute care hospital, providing critical care, general medical and skilled nursing services. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on Sept. 24, 2010. According to its schedules, the Debtor disclosed US$24,017,166 in total assets and US$21,267,263 in total liabilities. Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto Rico, represent the Debtor as counsel. Jorge P. Sala Law Offices serves as the Debtor's labor law special counsel, to be assisted by special counsel Fiddler, Gonzalez & Rodriguez, P.S.C. Attorneys at Kilpatrick Townsend & Stockton LLP, in Atlanta, Ga., represent the Official Committee of Unsecured Creditors as counsel. HOSTESS BRANDS: Wants Aug. 8 Deadline to Decided on Leases ---------------------------------------------------------- Hostess Brands, Inc., et al., ask the Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York to give the Debtors a 90-day extension, or until Aug. 8, 2012, to assume or reject unexpired leases or nonresidential real property. In connection with the conduct of their businesses, certain of the Debtors are lessees or sublessees under approximately 638 unexpired leases and subleases of nonresidential real property. A copy of the list of leases is available for free at: http://bankrupt.com/misc/HOSTESS_BRANDS_leases.pdf As of the date of this Motion, the Unexpired Leases remain in effect and have not expired or terminated according to their respective terms. Thus, each of the Unexpired Leases may constitute an "unexpired lease". The Debtors currently have 120 days from the Petition Date, or until May 10, 2012, to assume or reject the Unexpired Leases, unless this deadline is extended for up to an additional 90 days by court order, or longer by consent of the applicable lessors. Unless it is extended, the Debtors will be required to make decisions concerning the Unexpired Leases by the first business day of next month. The Debtors' failure to take any action to assume or reject the Unexpired Leases or obtain an extension of the deadline would result in the Unexpired Leases being deemed rejected. Given the size and scope of the Debtors' businesses and the complexity of their financial affairs, the Debtors have devoted the majority of their efforts to date to completing the transition to operations in Chapter 11 and resolving other pressing matters incident to the commencement of these cases, including securing approval of their postpetition financing facility, commencing a third party investor process and negotiating with their unions and preparing for trial under sections 1113 and 1114 of the U.S. Bankruptcy Code. Although the Debtors have begun the evaluation of the Unexpired Leases, and have already rejected certain leases not necessary to their businesses, the Debtors need additional time to evaluate these matters in the context of implementing their long-term business and turnaround plan. To minimize the chances that the Debtors make an improvident decision to assume or reject the Unexpired Leases, the Debtors request a 90-day extension of the deadline. A hearing on the Debtors' request for extension will be held on April 17, 2012, at 10:00 a.m. (Eastern Time). 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 head the legal team for the committee. HOSTESS BRANDS: Creditors Opposing More Exclusive Plan Rights ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Hostess Brands Inc. will face opposition from the official creditors' committee and the two main unions when it comes to bankruptcy court on April 17 to seek an extension until Aug. 8 of the exclusive right to propose a reorganization plan. According to the report, the Creditors Committee says the Debtor is facing a nationwide strike because there isn't agreement with the Teamsters union on a concessionary contract. Although a trial is scheduled to begin April 17 where the bankruptcy judge has power to allow the company to lower wages and benefits, the Teamsters vowed to strike if an agreement isn't consensual. There have been no discussions with the bakery workers' union for two months, the committee said. The Creditors Committee wants the bankruptcy judge to bar Hostess from enforcing a lockup agreement where potential investors received confidential information in return for pledging not to negotiate with anyone else. The committee contends that Hostess agreed to have no lockup agreement in return for the unions' agreement not to support only one prospective investor. The committee contends that a lockup agreement is not in the ordinary course of business and isn't enforceable without court approval. Hostess previously said that 14 potential investors signed confidentiality agreements prior to the Feb. 27 deadline for submitting initial offers. The second round of bids is due by May 7. 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 head the legal team for the committee. JEFFERSON COUNTY: Parties-in-Interest Present Issues on Appeal -------------------------------------------------------------- Creditors and parties-in-interest notified the U.S. Bankruptcy Court for the Northern District of Alabama of issues presented on appeal from the order on eligibility of Jefferson County, Alabama as a Debtor under Section 109(c)(1)-(5) of the Bankruptcy Code. Appellants consisted of: -- JPMorgan Chase Bank, N.A., a beneficial owner of over $1 billion of special pledged revenue sewer warrants and over $50 million of general obligation warrants issued by the Debtor; -- The Bank of New York Mellon, in its capacity as indenture trustee for special pledged revenue sewer warrants issued by the Debtor in the original principal amount of $3.6 billion; -- Assured Guaranty Municipal Corp., formerly known as Financial Security Assurance Inc.; and -- The Bank of Nova Scotia, Societe Generale, New York Branch, The Bank of New York Mellon, State Street Bank and Trust Company and Lloyds TSB Bank plc, each in its capacity as a Liquidity Bank and the beneficial holder of certain sewer warrants issued by the Debtor. The issues on appeal included: 1. Whether the Bankruptcy Court erred in holding that Alabama Code Section 11-81-3 (1975) (as amended) specifically authorized the County to be a chapter 9 debtor as required in section 109(c)(2) of the Bankruptcy Code when, as of the date of the filing of its Chapter 9 petition, the County had no refunding or funding bond indebtedness and had not authorized the issuance of any funding or refunding bond indebtedness. 2. Whether an Alabama county that has authorized and issued bonds in the past, but as of the petition date has no refunding or funding bond indebtedness and has not authorized the issuance of refunding or funding bonds in the future, is eligible under Alabama Code Section 11-81-3 (1975) (as amended) to proceed under chapter 9 of the Bankruptcy Code. 3. Whether the July 26, 2011, resolution adopted by the Jefferson County Commission satisfies the eligibility prerequisites of Alabama Code Section 11-81-3 (1975) (as amended), so as to permit the County to proceed under Chapter 9 of the Bankruptcy Code, when the resolution expressly requires the adoption of one or more subsequent approving resolutions by the Commission and the satisfaction of additional legal requirements and conditions before refunding or funding bonds can actually be issued. 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. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. JEFFERSON COUNTY: Wants June 4 Set as General Claims Bar Date ------------------------------------------------------------- Jefferson County, Alabama, asks the U.S. Bankruptcy Court for the Northern District of Alabama to establish June 4, 2012, at 5:00 p.m., prevailing Central Time, as the deadline for any individual or entity to file proofs of claim against the Debtor. The Debtor also as request that Aug. 31, at 5:00 p.m., be set as governmental unit bar date. Proofs of claim and requests for allowance of Section 503(b)(9) claims are to be delivered to the claims agent by mail, hand delivery or overnight courier at these physical or electronic mail address: Jefferson County Claims Processing c/o Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 JeffersonCountyClaims@kccllc.com 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. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. JEFFERSON COUNTY: Bondholders Given Approval to Appeal ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that holders of Jefferson County, Alabama, sewer bonds can appeal the bankruptcy court's ruling that the county is eligible for Chapter 9 municipal bankruptcy. U.S. District Judge Inge P. Johnson signed an order on April 9 granting the right of appeal to trustees for the $3.1 billion in defaulted sewer bonds. The bondholders sought assurance of the right to appeal because it wasn't clear that approval of a Chapter 9 petition was the sort of so-called final order that can be appealed in federal courts. Separately, the head of the advisory board for the county's Cooper Green Mercy Hospital, according to the report, filed papers asking the bankruptcy judge to allow state court proceedings to go ahead with regard to the remainder of a $71.4 million fund owing from settlement of a class-action suit. The advisory board's head described how the hospital is funded from an indigent care fund established by a sales tax the county continues to collect. The filing says that the funds from the tax, as well as the remainder of the $71.4 million, are special revenues which are treated differently under bankruptcy law from ordinary county revenue. The advisory board head, the report notes, wants the bankruptcy judge in Birmingham to allow the remainder of the state court suit to go ahead to enable enforcement of the settlement agreement. The board leader says that the county can't close the hospital without notifying the state court. The court filing says the county has begun a "piecemeal and serial, department-by- department closure" of the hospital. The report also relates that a trial was set to begin April 11 in bankruptcy court where the judge will decide how much revenue from the sewer system can be withheld from bondholders owed $3.1 billion. The county would use withheld sewer revenue to fund future costs of maintaining and upgrading the system. There is an interim agreement in place until May where bondholders are receiving $5.5 million a month. The appeal of the Chapter 9 ruling is Bank of Nova Scotia v. Jefferson County, Alabama (In re Jefferson County, Alabama), 12-1044, U.S. District Court, Northern District of Alabama (Birmingham). 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. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. KEOWEE FALLS: Files Schedules of Assets and Liabilities ------------------------------------------------------- Keowee Falls Investment Group, LLC filed with the U.S. Bankruptcy Court District Of South Carolina its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $32,150,000 B. Personal Property $557,346 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $19,378,613 E. Creditors Holding Unsecured Priority Claims $67,768 F. Creditors Holding Unsecured Non-priority Claims $215,660 ----------- ----------- TOTAL $32,707,346 $19,662,041 A full-text copy of the schedules is available for free at http://bankrupt.com/misc/KEOWEE_FALLS_sal.pdf About Keowee Falls Investment Group Travelers Rest, South Carolina-based Keowee Falls Investment Group, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in Spartanburg, South Carolina, on March 2, 2012. Bankruptcy Judge John E. Waites presides over the case. R. Geoffrey Levy, Esq., at Levy Law Firm, LLC assists the Debtor in its restructuring effort. Keowee Falls estimated assets at $100 million to $500 million and debts at $10 million to $50 million. The Cliffs Communities, Inc., owns 100% of the shares. Units of The Cliffs Communities, led by The Cliffs Club & Hospitality Group, Inc., doing business as The Cliffs Golf & Country Club, along with 10 affiliates, sought Chapter 11 protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28, 2012. The Cliffs has eight premier, private master-planned residential communities, each to have its own world-class golf course. Approximately 3,734 lots have been sold. There are currently 1,385 finished homes, with 63 under construction. The properties for sale are owned by non-debtor DevCo entities. The Feb. 28 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. KRONOS INT'L: Debt Repayment Cues Fitch's IDR Raised to 'B+' ------------------------------------------------------------ Fitch Ratings has upgraded Kronos International, Inc.'s Issuer Default Rating (IDR) to 'B+' from 'B'. The Rating Outlook is Stable. Fitch's ratings reflect debt repayment and lower financial leverage at Kronos International, as well as Kronos Worldwide, Inc.'s (NYSE: KRO) solid market position in the top five in the titanium dioxide (TiO2) industry. Kronos International repaid EUR121 million in senior secured notes in 2011 and total debt/EBITDA improved to 0.9 times(x) at Dec. 31, 2011 from 3.9x at Dec. 31, 2010. The ratings also reflect the recovery in the TiO2 industry and Fitch's expectations that EBITDA will be at least $250 million in 2012. Worldwide TiO2 capacity declined by about 6.5% as a result of the global financial crisis. The industry is fairly concentrated with roughly 60% of the global market accounted for by the top five manufacturers. This has allowed considerable price increases by suppliers and high operating rates. The titanium feedstock industry is also highly concentrated with the top three producers accounting for about 63% of supply. As feedstock contracts have come up for re-pricing, costs have accelerated more than TiO2 prices, which has reduce margins from record levels in 2011. Fitch expects free cash flow (FCF) generation to run about $40 million annually over the next 24 months as working capital, capital expenditures and dividends are managed to earnings. The EUR80 million revolver, expiring October 2013, together with cash balances, are expected to be sufficient to support seasonal needs. At Dec. 31, 2011, cash on hand was about $20 million and the EUR80 million revolver was fully available. Total debt was $365.1 million at Dec. 31, 2011 comprising mainly the EUR279.2 million ($360.6 million) notes due 2013. Fitch expects these to be refinanced within the year. The revolver covenants are at the operating subsidiary level (i.e. they excluded the EUR279 million notes from the covenant calculation). Fitch expects the company to be well within the net secured debt to EBITDA maximum of 0.7 times (x) and the net debt to equity maximum of 0.50x to 1.00x. The Stable Outlook reflects Fitch's view that leverage should remain below 3x over the next 12 months. An unexpected cash burn would result in a review of the ratings for a possible downgrade. Should debt be repaid to a greater degree than is expected, the ratings would be reviewed for a possible upgrade. Fitch has upgraded Kronos International's ratings as follows: -- IDR to 'B+' from 'B'; -- Senior secured revolving credit facility to 'BB+/RR1' from 'BB/RR1'; -- Senior secured notes to 'BB-/RR3' from 'B/RR4'. LOS ANGELES DODGERS: Owner's Ex-Wife Wants Divorce Money -------------------------------------------------------- Richard Vanderford at Bankruptcy Law360 reports that the ex-wife of Los Angeles Dodgers LLC owner Frank McCourt on Monday made a simple demand of the bankrupt team -- pay me -- arguing that the franchise should cover her $131 million divorce settlement before its slated emergence from bankruptcy at the end of month. Jamie McCourt, whose divorce from team owner Frank McCourt is in part responsible for the baseball team's 2011 descent into bankruptcy, asked a bankruptcy judge to force the team to pay her divorce money as it transfers to new ownership, according to Law360. About Los Angeles Dodgers Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a professional Major League Baseball club in the Los Angeles metropolitan area. Frank McCourt, a Boston real-estate developer who unsuccessfully bid for the Boston Red Sox, bought the Dodgers from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for $330 million. Mr. McCourt also bought the Dodgers Stadium from Fox for $100 million. Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB Commissioner Bud Selig rejected a television deal with News Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for June 30 and July 1. Fox Sports has exclusive cable television rights for Dodgers games until the end of 2013 baseball season. Chapter 11 filings were also made for LA Real Estate LLC, an affiliated entity which owns Dodger Stadium, and three other related holding companies. The petition estimates assets of up to $500 million and debts of up to $1 billion. In its schedules, the LA Dodgers baseball club disclosed $77,963,734 in assets and $4,695,702 in liabilities. LA Real Estate LLC disclosed $161,761,883 in assets and $0 in liabilities. According to Forbes, the team is worth about $800 million, making it the third most valuable baseball team after the New York Yankees and the Boston Red Sox. Judge Kevin Gross presides over the case. Lawyers at Young, Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Public relations specialist Kekst and Company has been hired for crisis support. Covington & Burling LLP serves as special counsel. An official committee of unsecured creditors has been appointed in the case. The panel has tapped Lazard Freres & Co. as financial adviser and investment banker, and Morrison & Foerster LLP and Pinckney, Harris & Weidinger, LLC as counsel. The LA Dodgers is the 12th sports team in North America to have sought bankruptcy protection. The reorganization is being financed with a $150 million unsecured loan from the Commissioner of Major League Baseball. The loan gives the Commissioner few of the controls lenders often demanded from bankrupt companies. On March 28, 2012, the Los Angeles Dodgers and Frank McCourt unveiled an agreement under which Guggenheim Baseball Management LLC will acquire the Los Angeles Dodgers for $2 billion upon completion of the closing process. Mr. McCourt and certain affiliates of the purchasers will also be forming a joint venture, which will acquire parking lots for an additional $150 million. In light of the sale price, the L.A. Times notes that after payment of the $131 million divorce settlement with his ex-wife and repayment of a $150 million bankruptcy financing loan to MLB, Mr. McCourt would have about $1.3 billion. After taxes, legal fees and other obligations, McCourt is expected to clear close to $1 billion on the sale of a team he bought for $421 million in 2004. The Los Angeles Dodgers expect to emerge from their chapter 11 bankruptcy reorganization cases on April 30, 2012, following the confirmation hearing with respect to the debtors' amended Plan of Reorganization, which is scheduled for April 13. LOS ANGELES DODGERS: Fox Sports Objects to Plan Confirmation ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Fox Entertainment Group Inc., the broadcaster with television rights for Los Angeles Dodgers games through the 2013 season, filed papers objecting to approval of the team's reorganization plan at a confirmation hearing April 13. According to the report, Fox wants written assurance that competitor Time Warner Cable Inc. isn't part of the group buying the team and the stadium for $2.15 billion. Fox also wants assurance that the buyers don't have informal agreements with another broadcaster that could harm its rights. Fox was the Dodgers' primary adversary early in the case when the team was intending to terminate the existing television agreement. When it looked as though Fox might win an appeal from a decision by the bankruptcy judge, the team and Fox settled in an agreement saying that bankruptcy wouldn't affect the broadcaster's rights. About Los Angeles Dodgers Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a professional Major League Baseball club in the Los Angeles metropolitan area. Frank McCourt, a Boston real-estate developer who unsuccessfully bid for the Boston Red Sox, bought the Dodgers from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for $330 million. Mr. McCourt also bought the Dodgers Stadium from Fox for $100 million. Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB Commissioner Bud Selig rejected a television deal with News Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for June 30 and July 1. Fox Sports has exclusive cable television rights for Dodgers games until the end of 2013 baseball season. Chapter 11 filings were also made for LA Real Estate LLC, an affiliated entity which owns Dodger Stadium, and three other related holding companies. The petition estimates assets of up to $500 million and debts of up to $1 billion. In its schedules, the LA Dodgers baseball club disclosed $77,963,734 in assets and $4,695,702 in liabilities. LA Real Estate LLC disclosed $161,761,883 in assets and $0 in liabilities. According to Forbes, the team is worth about $800 million, making it the third most valuable baseball team after the New York Yankees and the Boston Red Sox. Judge Kevin Gross presides over the case. Lawyers at Young, Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the Debtors' bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Public relations specialist Kekst and Company has been hired for crisis support. Covington & Burling LLP serves as special counsel. An official committee of unsecured creditors has been appointed in the case. The panel has tapped Lazard Freres & Co. as financial adviser and investment banker, and Morrison & Foerster LLP and Pinckney, Harris & Weidinger, LLC as counsel. The LA Dodgers is the 12th sports team in North America to have sought bankruptcy protection. The reorganization is being financed with a $150 million unsecured loan from the Commissioner of Major League Baseball. The loan gives the Commissioner few of the controls lenders often demanded from bankrupt companies. On March 28, 2012, the Los Angeles Dodgers and Frank McCourt unveiled an agreement under which Guggenheim Baseball Management LLC will acquire the Dodgers for $2 billion. Mr. McCourt and certain affiliates of the purchasers will also be forming a joint venture, which will acquire the parking lots at Dodgers Stadium for an additional $150 million. In light of the sale price, the L.A. Times notes that after payment of the $131 million divorce settlement with his ex-wife and repayment of a $150 million bankruptcy financing loan to MLB, Mr. McCourt would have about $1.3 billion. After taxes, legal fees and other obligations, Mr. McCourt is expected to clear close to $1 billion on the sale of a team he bought for $421 million in 2004. The Dodgers expect to emerge from their chapter 11 bankruptcy reorganization cases on April 30, 2012, following the confirmation hearing with respect to the Debtors' amended Reorganization Plan, which is scheduled for April 13. The reorganization plan pays all creditors in full, with the excess going to Frank McCourt. LUCID INC: Square 1 Forbearance Expires April 30 ------------------------------------------------ Lucid, Inc., on March 30, 2012, entered into a Forbearance Agreement and First Amendment to Loan and Security Agreement with Square 1 Bank, relating to the Loan and Security Agreement by and between the Company and the Bank dated as of July 20, 2011, as amended. Under the First Amendment, the Bank agreed to forbear from seeking any remedies under the Loan Agreement with respect to specified existing non-compliance with the Loan Agreement until April 30, 2012, or such earlier date that any further Event of Default occurs. As consideration for the First Amendment, the Company paid the Bank a forbearance fee of $10,000. In addition, under the First Amendment, the Loan Agreement was amended: (a) to provide a new term loan maturity date, which is April 30, 2012; (b) to provide that interest will continue to accrue from the date of each Term Loan at the rate specified in the Loan Agreement; on April 30, 2012, all amounts due in connection with the Term Loans and any other amounts due under the Loan Agreement will be immediately due and payable; and the Terms Loans, once repaid, may not be reborrowed; and (c) to provide that the Company is obligated to maintain a balance of unrestricted cash at the Bank not less than $1,500,000 at all times. A copy of the Forbearance Agreement is available for free at: http://is.gd/FTnaB4 About Lucid Inc Rochester, N.Y.-based Lucid, Inc., is a medical device company that designs, manufactures and sells non-invasive cellular imaging devices that assist physicians in the early detection of disease. The Company's VivaScope(R) platform produces rapid noninvasive, high-resolution cellular images for subsequent diagnostic review by physicians, pathologists and other diagnostic readers. For 2011, Deloitte & Touche LLP, in Rochester, New York, expressed substantial doubt about Lucid's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses from operations, deficit in equity, and projected need to raise additional capital to fund operations. The Company reported a net loss of $9.05 million for 2011, compared with a net loss of $4.30 million 2010. The Company's balance sheet at Dec. 31, 2011, showed $6.29 million in total assets, $6.96 million in total liabilities, and a stockholders' deficit of $665,220. MEDIA GENERAL: Sees 13% Increase in Broadcast Revenue in Q1 2012 ---------------------------------------------------------------- In meetings with existing and potential investors, customers, suppliers, creditors and others with an interest in Media General, Inc., from time to time on and after April 9, 2012, the Company anticipates that it will make certain statements regarding: (i) projected fiscal 2012 and historical operating results; (ii) pro forma historical and projected results of its broadcast operations and newspaper publishing businesses on a stand- alone basis; and (iii) certain future performance targets. Additionally, certain prior-year equivalent numbers, which previously were made public, have been included to facilitate ease of comparisons. The Company expects that in the first quarter of 2012 broadcast revenues will grow in the 12%-13% range and its broadcast cash flow will improve by more than 40%, in each case compared to the same period a year ago. It believes its print revenues will decline 8%-9% from the first quarter of 2011, while print cash flow will increase by nearly 30% from the first quarter of 2011, due in main to improved results in its Florida print properties. Digital revenues are expected to decline approximately 15% in the first quarter of 2012 compared with the same period a year ago, with a slight deterioration of cash flow, due in part to DealTaker.com's weakness. The Company anticipates the following results and events may occur in 2012: - In addition to substantial Company wide-expense reductions achieved from 2007 to 2011, the Company anticipates identifying at least $4.5 million in cost savings in 2012. - Revenues from Political advertising are expected to be in the $40 million - $45 million range in 2012 due in large part to the upcoming presidential election. - Retransmission revenues for 2012 are expected to be in the $32 million - $37 million range as result renewing agreements at higher rates. - The Company expects debt modification costs of $10.4 million related to the previously disclosed amendment of its bank credit facility will be expensed in the first quarter of 2012. These costs include certain legal, advisory and arrangement fees related to the refinancing. - The Company is in the process of completing an interim impairment test on DealTaker.com and expects to record a noncash, pretax write off of its remaining intangible assets approximating $10 million in the first quarter of 2012. Similar to many other e-commerce businesses, DealTaker.com has suffered the adverse effects of a significant change in the way Internet search results are delivered by Google. The Company's efforts to adjust its software to address this change have not been successful and further deterioration was experienced in the first quarter, particularly in March. - The Company estimates the percentage of its unfunded pension liabilities attributable to its newspaper business to be approximately 60%. - The average 2011-2012 revenue generated by the Company's broadcasting business and associated websites, based on pro forma 2011 results and pro forma estimated 2012 results is $310 million. About Media General Richmond, Virginia-based Media General Inc. (NYSE: MEG) -- http://www.mediageneral.com/-- is an independent communications company with interests in newspapers, television stations and interactive media in the United States. The Company operates in three business segments: Publishing, Broadcast and Interactive Media. The Company owns 25 daily newspapers and more than 150 other publications, as well as 23 television stations. The Company also operates more than 75 online enterprises. In March 2008, the Company completed the purchase of DealTaker.com, an online social shopping portal. The Company reported a net loss of $74.32 million for the fiscal year ended Dec. 25, 2011, a net loss of $22.64 million for the fiscal year ended Dec. 26, 2010, and a net loss of $35.76 million for the fiscal year ended Dec. 27, 2009. The Company's balance sheet at Dec. 25, 2011, showed $1.08 billion in total assets, $1.05 billion in total liabilities, and $33.95 million in total stockholders' equity. * * * As reported in the March 23, 2012 edition of the TCR, Moody's Investors Service said it is continuing its review for downgrade of Media General, Inc.'s ratings following the company's announcement that it obtained an amendment to its credit facility. The amendment partially resolves certain aspects the review but leaves open other material considerations, including a requirement that Media General complete at least a $225 million bond offering by May 25, 2012 and use the bulk of the proceeds to repay its term loan as a condition to extending the credit facility maturity to March 2015 from March 2013. Moody's initiated the review of Media General's B3 Corporate Family Rating (CFR), B3 Probability of Default Rating (PDR), and B3 senior secured note rating on February 13, 2012. Media General's speculative-grade liquidity remains at SGL-4 as the contingencies related to the credit facility maturity extension have not been resolved. MEDIA GENERAL: Moody's Cuts CFR/PDR to 'Caa1'; Outlook Stable ------------------------------------------------------------- Moody's Investors Service downgraded Media General, Inc.'s Corporate Family Rating (CFR), Probability of Default Rating (PDR) and senior secured notes due 2017 rating to Caa1 from B3, concluding the review for downgrade initiated on February 13, 2012. The downgrade reflects the significant increase in interest expense associated with the company's credit facility amend and extend transaction and an assumed issuance of at least $225 million of new notes, which will result in limited free cash flow generation and constrain Media General's capacity to reduce its very high leverage. The weak free cash flow and high leverage create vulnerability to changes in the company's highly cyclical revenue and EBITDA generation. The rating outlook is stable. Media General intends to utilize the net proceeds from an assumed bond offering to fund at least a $190 million pay down of its senior secured term loan as well as a liquidity reserve account. Completing the bond offering and term loan pay down by May 25, 2012 are conditions to extending the maturity of Media General's credit facility from March 2013 to March 2015. Moody's anticipates in the rating that Media General will be able to complete the bond offering, but an inability to do so and extend the credit facility maturity would heighten liquidity pressure and increase near-term default risk. Debt will increase and Moody's estimates Media General's annual run rate cash interest expense will rise by approximately $25 million as a result of the transactions. Downgrades: Issuer: Media General, Inc. Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1 from B3 Senior Secured Regular Bond/Debenture, Downgraded to Caa1, LGD3 - 46% from B3, LGD3 - 44% Outlook Actions: Issuer: Media General, Inc. Outlook, Changed To Stable From Rating Under Review Rating Rationale Media General's Caa1 CFR reflects the company's good local market media position, vulnerability to cyclical advertising downturns, very high leverage, limited free cash flow generation, and restructuring risk absent an improvement in earnings or a reduction of cash interest costs. The company has good local news and information infrastructure, strong local advertiser relationships, and markets with generally favorable long-term growth prospects. Revenue is concentrated in the Southeast and is vulnerable to cyclical client spending, which creates heightened risk that the company would not be able to manage its high leverage position if the U.S. economy were to weaken. Media General's mature newspapers and, to a much lesser extent, broadcast properties are also facing increasing competition as media consumption habits shift to online and digital platforms. Moody's believes this will pressure print advertising volumes and weaken pricing power over the long-term. High debt-to-EBITDA leverage (7.8x FY 2011 incorporating Moody's standard adjustments and the average EBITDA for the last two years) and limited free cash flow generation reduce financial flexibility to manage the operating, cyclical and refinancing challenges. Moody's believes that, over the intermediate term, Media General will have difficulty reducing its total debt-to-EBITDA leverage ratio (averaged over even and odd years to account for political advertising revenue patterns; the ratio was approximately 6.3x as of 12/25/11) to the 5.0x long-term target it announced on April 9, 2012 based on projected earnings and cash flow levels. A refinancing would favorably extend maturities and provide Media General additional time to execute its strategy to grow revenue, rationalize operating costs, and dispose of its publishing assets. Moody's projects Media General's EBITDA will increase approximately 40% in 2012 and that the company will generate approximately $10-15 million of free cash flow during the year. Moody's expects a continued recovery in automotive advertising and the lift from political and Olympic advertising will boost broadcast earnings significantly while sizable cost reductions will lead to flat to slightly higher earnings at its publishing properties. Moody's expects Media General will have negative free cash flow in 2013 during the off-political year with minimal to negative combined free cash flow for 2012 and 2013. Media General would still have intermediate-term refinancing risk if the assumed bond offering is completed, with approximately $170 million of term loans due in March 2015 and $300 million of existing senior secured notes due in February 2017 (the maturity date of the assumed notes has yet to be determined). Moody's believes Media General's limited free cash flow generation and high leverage could create elevated restructuring risk as it seeks to address these maturities. However, Moody's believes recovery would be reasonably good if the company were to default as Media General's average 2011-2012 broadcast EBITDA is projected to be in a $100-$110 million range. Depending on valuation multiples and performance at the time of any restructuring, this level of broadcast earnings should provide better than average recovery of Media General's approximate $700 million of debt pro forma for the refinancing. Moody's believes that Media General's announced plan to divest its publishing assets favorably clarifies the strategic focus of the company on broadcast and digital assets. Moody's nevertheless believes a transaction would be leveraging to Media General as expected sale multiples for newspaper assets (mid to low 4x range based on recent transactions) will be below its current leverage. Media General estimates approximately 60% of its $181 million under-funded pension obligation (as of 12/25/11 including $49 million under non-qualified plans) are associated with its publishing assets. Depending on how a sale is structured, Media General could reduce its cash interest costs modestly as well as required pension contributions and capital spending. Moody's expects a sale would reduce the company's free cash flow generation and a sale of higher multiple broadcast stations could be necessary to reduce debt and leverage if earnings do not improve. Moody's does not currently expect the divestiture of publishing assets would affect Media General's CFR, but the final terms of any transaction would need to be evaluated. Media General's current SGL-4 speculative-grade liquidity assessment reflects the maturity of the $363 million term loan in March 2013. If the assumed bond offering and credit facility maturity extension are completed, Moody's expects to change the speculative-grade liquidity assessment to SGL-3 from SGL-4. The change would reflect the relief from a near-term maturity due to the two-year credit facility extension as well as the additional headroom under the amended credit facility financial maintenance covenants. Media General's adequate liquidity position would reflect its modest cash balance ($23 million as of 12/25/11), modest projected free cash flow generation in 2012, and the absence of debt maturities until March 2015. Moody's expects the EBITDA cushion within Media General's amended financial maintenance covenants to exceed 10% over the next 12-15 months. As part of Media General's March 20, 2012 credit facility amendment, the revolver commitment was reduced to $45 million from $70 million. The revolver will be further reduced to the extent Media General deposits funds in a liquidity account, although the combination of the revolver commitment and liquidity account will be at least $60 million. The stable rating outlook reflects Moody's assumption that Media General will complete its bond offering and term loan pay down by May 25, 2012 such that the maturity of the credit facility is extended to March 2015 and near-term default risk is reduced. Moody's also expects modest economic growth and a stronger year for broadcast operations will lead to positive free cash flow generation in 2012. Media General's ratings could be downgraded if it does not complete the assumed bond offering and credit facility maturity extension, or the cost of the assumed bond is higher than anticipated. Subsequent to the refinancing transactions, the ratings could be downgraded if free cash flow is negative, if a deterioration of liquidity or operating performance increases the risk of default, the U.S. or Southeastern U.S. economy were to weaken, or if Moody's expects recovery prospects to weaken. If Moody's anticipates recovery prospects will remain above average while default risk grows, the CFR could remain at Caa1 or be subject to less downward pressure than the PDR rating. Moody's could consider an upgrade if Media General generates consistent positive free cash flow due to an asset sale, operational/economic improvement or reduction in borrowing costs, reduces debt and leverage, and maintains a good liquidity position with reasonable prospects for refinancing maturities. Media General would need to maintain average two-year debt-to-EBITDA leverage below 7.0x to be considered for an upgrade. The principal methodology used in rating Media General was the Global Broadcast Industry Methodology published in June 2008. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Media General, headquartered in Richmond, VA, is a local news, information and entertainment provider. The company operates 18 television stations, 20 daily newspapers, more than 200 other publications, and online enterprises primarily in the Southeastern United States. Media General's revenue averaged approximately $650 million in the years ended December 2010 and 2011. MORTGAGES LTD: Former Officers to Get $3.7MM From D&O Insurer ------------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that an Arizona federal judge affirmed a settlement Monday in which Westchester Fire Insurance Co. will pay ex-Mortgages Ltd. officers and directors $3.7 million under a policy issued before the company went bankrupt and was accused of operating a Ponzi scheme. Law360 says the deal ends an interpleader complaint Westchester filed seeking a declaration that the money it owed to the ML Liquidating Trust and former directors and officers of Mortgages Ltd. was limited to the $3.7 million figure. About Mortgages Ltd. Mortgages Ltd. was the subject of an involuntary Chapter 7 petition dated June 20, 2008, filed by KGM Builders Inc. -- a contractor for Grace Communities, a borrower of the company -- in the U.S. Bankruptcy Court for the District of Arizona. Central & Monroe LLC and Osborn III Partners LLC, divisions of Grace Communities, sought the appointment of an interim trustee for Mortgages Ltd. in the Chapter 7 proceeding. Mortgages Ltd. faced lawsuits filed by Grace Communities and Rightpath Limited Development Group for its alleged failure to fully fund loans. Mortgages Ltd. denied the charges. The Debtor's case was converted to a chapter 11 proceeding (Bankr. D. Ariz. Case No. 08-07465) on June 24, 2008. Judge Sarah Sharer Curley presided over the case. Carolyn Johnsen, Esq., and Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C., replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as counsel to the Debtor. As of Dec. 31, 2007, the Debtor had total assets of $358,416,681 and total debts of $350,169,423. Mortgages Ltd. was reorganized pursuant to a plan that was confirmed by the Bankruptcy Court on March 20, 2009. As part of the Plan, ML Manager LLC was created to manage and operate the loans in the portfolio. The original investors for the most part transferred their interests to 49 separate Loan LLC's. A number of investors, referred to as "pass through investors" did not transfer their interests. As part of the Plan, ML Manager took out $20 million in exit financing to help keep the company afloat during the reorganization. MSR RESORT: Court Extends Exclusive Filing of Plan Until May 21 --------------------------------------------------------------- The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York further extended, at the behest of MSR Resort Golf Course LLC, et al., the period during which only the Debtors may file a Chapter 11 plan and solicit acceptances of the plan. The Debtors are given until May 21, 2012, to exclusively file a plan, and until July 21, 2012, to solicit acceptances of that plan. Provided, however, that if the Court enters an order approving a settlement between the Debtors and the Creditors' Committee regarding the Creditors' Committee's informal objection to the Debtors' request for extension before May 21, 2012, the request will be deemed granted without further hearing or court order, the hearing to consider the request will be vacated, the exclusive filing period will be further extended through and including June 24, 2012, and the exclusive solicitation period will be further extended through and including Aug. 24, 2012. The objection deadline of the Creditors' Committee to the Debtors' request is extended to May 10, 2012, at 4:00 p.m., prevailing Eastern Time. The reply deadline of the Debtors is extended to May 15, 2012, at 12:00 p.m., prevailing Eastern Time. The hearing date to consider the extension of the exclusive periods is rescheduled to May 17, 2012, at 11:00 a.m., prevailing Eastern Time. About MSR Resort MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels with over 5,500 guest rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc., a joint venture affiliated with Winthrop Realty Trust, and affiliates of Capital Trust, Inc. Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts before the Jan. 28 foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 bankruptcy by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1, 2011. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. In its schedules, debtor MSR Resort disclosed $59,399,666 in total assets and $1,013,213,968 in total liabilities. The resorts have agreement with lenders allowing the companies to remain in Chapter 11 at least until September 2012. Donald Trump has a contract to buy the Doral Golf Resort and Spa in Miami for $170 million. There will be an auction to learn if there is a better bid. The resorts have said that Trump's offer price implies a value for all the properties "significantly" exceeding the $1.5 billion in debt. The Official Committee of Unsecured Creditors is represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston & Bird LLP, in New York. MSR RESORT: Gets 90-Day Extension to Decide on Operating Leases --------------------------------------------------------------- The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York further extended, at the behest of MSR Resort Golf Course LLC, et al., the deadline for the Debtors to assume or reject certain operating leases by 90 days, until July 28, 2012. A copy of the list of the leases is available for free at: http://bankrupt.com/misc/MSR_RESORT_leases.pdf Each of the Debtor fee owners of the resorts are parties to certain operating leases with the Debtor operating lessees, which are outside of the fee ownership chain. The treatment of the Operating Leases is an integral component of the Debtors' remaining value-maximizing initiative -- the restructuring of their obligations under their resort management and branding agreements. In particular, the Debtors believe there is a valuable opportunity with respect to the management and branding agreements at the resorts managed by Hilton. The treatment of the Hilton Management Agreements is subject in part to the adversary proceeding commenced by the Debtors, seeking a declaratory judgment that Hilton is equitably estopped from enforcing the terms of certain non-disturbance and attornment agreements. On March 13 and 14, 2012, the Debtors and Hilton conducted a trial on the merits. The outcome of the estoppel litigation will significantly inform the Debtors' next steps with respect to the Hilton Management Agreements. The Debtors need an extension to decide on the Operating Leases to facilitate their restructuring. The Debtors and their advisors require additional time to solicit proposals from and negotiate agreements with alternative independent and brand managers. To the extent the Debtors terminate the Hilton Management Agreements, the Debtors will require additional time to transition the resorts managed by Hilton to a new manager while maintaining compliance with certain real estate investment trust requirements. With respect to the Operating Lease for the Doral, the Debtors seek to extend the period to assume or reject the Operating Lease to facilitate the closing of the sale of the Doral. Paul M. Basta, Esq., at Kirkland & Ellis LLP, the attorney for the Debtors, stated, "It would not be prudent for the Debtors to make determinations concerning the assumption or rejection of the Operating Leases on or before July 28, 2012. The Debtors are awaiting the outcome the estoppel litigation with Hilton, soliciting proposals from and negotiating agreements with alternative resort managers, and working to close the Doral sale. The requested extension will provide the Debtors with the additional time necessary to bring these efforts to fruition." About MSR Resort MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels with over 5,500 guest rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort Hotel & Spa in Maui. On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the portfolio through a foreclosure proceeding. CNL-AB LLC is a joint venture consisting of affiliates of Paulson & Co. Inc., a joint venture affiliated with Winthrop Realty Trust, and affiliates of Capital Trust, Inc. Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts before the Jan. 28 foreclosure. Following the acquisition, five of the resorts with mortgage debt scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 bankruptcy by the Paulson and Winthrop joint venture affiliates. MSR Resort Golf Course LLC and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1, 2011. The resorts subject to the filings are Grand Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA West, Doral Golf Resort and Spa, and Claremont Resort and Spa. James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis, LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The five resorts had $2.2 billion in assets and $1.9 billion in debt as of Nov. 30, 2010, according to court filings. In its schedules, debtor MSR Resort disclosed $59,399,666 in total assets and $1,013,213,968 in total liabilities. The resorts have agreement with lenders allowing the companies to remain in Chapter 11 at least until September 2012. Donald Trump has a contract to buy the Doral Golf Resort and Spa in Miami for $170 million. There will be an auction to learn if there is a better bid. The resorts have said that Trump's offer price implies a value for all the properties "significantly" exceeding the $1.5 billion in debt. The Official Committee of Unsecured Creditors is represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston & Bird LLP, in New York. NEBRASKA BOOK: April 13 Hearing on $80MM Term Loan Offering Set --------------------------------------------------------------- Nebraska Book Company, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to approve: a) procedures for the implementation of the $80 million new money first lien term loan offering contemplated by the Debtors' plan of reorganization; b) the form entitled "Indication of Accredited Investor Status" to be completed by certain holders of 10% senior secured notes due 2011, to indicate whether or not the holders are eligible to participate in the Term Loan Offering; c) the form pursuant to which certain holders of Senior Secured Notes will exercise rights to participate in the Term Loan Offering; and d) the execution and implementation of that certain backstop agreement by and among the Debtors and the Senior Secured Noteholders party thereto, and the payment of certain fees and expenses in connection therewith. The Debtors have reached agreement with approximately 73% of their Senior Secured Noteholders and over two-thirds in amount of the holders of the Debtors' 8.625% senior subordinated notes due 2012 regarding the terms of the Amended Plan, of which the $80 million new money first lien term loan and opportunity to backstop the Term Loan were essential parts. The Backstop Agreement ensures that the Debtors will receive the full $80 million of new capital necessary to emerge from Chapter 11 regardless of whether each of the Senior Secured Noteholders elects to contribute their pro rata share towards funding the Term Loan. A full-text copy of the loan offering procedures is available for free at: http://bankrupt.com/misc/NEBRASKABOOK_loanofferingprocedures.pdf The Debtors set a bankruptcy court hearing on April 13, 2012, at 10:00 a.m. ET, on the approval of the term loan. About Nebraska Book Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the leading providers of new and used textbooks for college students in the United States. Nebraska Book and seven affiliates filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002 to 11-12009) on June 27, 2011. Hon. Peter J. Walsh presides over the case. Lawyers at Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel. The Debtors; restructuring advisors are AlixPartners LLC; the investment bankers are Rothschild, Inc.; the auditors are Deloitte & Touche LLP; and the claims agent is Kurtzman Carson Consultants LLC. As of the Petition Date, the Debtors had consolidated assets of $657,215,757 and debts of $563,973,688. JPMorgan Chase Bank N.A., as administrative agent for the DIP lenders, is represented by lawyers at Richards, Layton & Finger, P.A., and Simpson Thacher & Bartlett LLP. J.P. Morgan Investment Management Inc., the DIP arranger, is represented by lawyers at Bayard, P.A., and Willkie Farr & Gallagher LLP. An ad hoc committee of holders of more than 50% of the Debtors' Second Lien Notes is represented by lawyers at Brown Rudnick. An ad hoc committee of holders of the Debtors' 8.625% unsecured notes are represented by Milbank, Tweed, Hadley & McCloy LLP. The Official Committee of Unsecured Creditors selected Lowenstein Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow Financial Inc. as financial advisers. Nebraska Book has been unable to confirm a pre-packaged Chapter 11 plan that would have swapped some of the existing debt for new debt, cash and the new stock, due to an inability to secure $250 million in exit financing. NEVADA CANCER: Court Approves Piercy Bowler as Auditor ------------------------------------------------------ Nevada Cancer Institute sought and obtained approval from the Bankruptcy Court to employ Piercy Bowler Taylor & Kern as auditor. 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 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. Klee, Tuchin, Bogdanoff & Stern LLP, serves as the Debtor's 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. Chief Bankruptcy Judge Mike K. Nakagawa, who oversees the case, 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 Debtor underwent a significant prepetition operational restructuring, and, after filing for bankruptcy, sold key assets to the Regents of the University of California, on behalf of its UC San Diego Health System, for $18 million in a Court-approved sale pursuant to Bankruptcy Code section 363 that closed Jan. 31, 2012. 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 has filed a Chapter 11 plan. The hearing to confirm the plan is set for April 23, 2012. NEVADA CANCER: Court OKs GFBunting to Provide Plan PR ----------------------------------------------------- Nevada Cancer Institute sought and obtained approval to employ of GFBunting LLC as communications consultant. 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. 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. Klee, Tuchin, Bogdanoff & Stern LLP, serves as the Debtor's 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. Chief Bankruptcy Judge Mike K. Nakagawa, who oversees the case, 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 Debtor underwent a significant prepetition operational restructuring, and, after filing for bankruptcy, sold key assets to the Regents of the University of California, on behalf of its UC San Diego Health System, for $18 million in a Court-approved sale pursuant to Bankruptcy Code section 363 that closed Jan. 31, 2012. 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 has filed a Chapter 11 plan. The hearing to confirm the plan is set for April 23, 2012. NEVADA CANCER: Exclusive Plan Filing Period Extended to May 30 -------------------------------------------------------------- The U.S. Bankruptcy Court has approved Nevada Cancer Institute's motion to extend its exclusive period to file a chapter 11 plan to May 30, 2012, and exclusive period to solicit acceptances of the plan to July 30, 2012. 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. Klee, Tuchin, Bogdanoff & Stern LLP, serves as the Debtor's 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. Chief Bankruptcy Judge Mike K. Nakagawa, who oversees the case, 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 Debtor underwent a significant prepetition operational restructuring, and, after filing for bankruptcy, sold key assets to the Regents of the University of California, on behalf of its UC San Diego Health System, for $18 million in a Court-approved sale pursuant to Bankruptcy Code section 363 that closed Jan. 31, 2012. 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 has filed a Chapter 11 plan. The hearing to confirm the plan is set for April 23, 2012. NEWPAGE CORP: Reports $524 Million Net Loss in 2011 --------------------------------------------------- NewPage Group said net income (loss) was $(524) million in 2011 compared to $(693) million in 2010. NewPage said net sales for 2011 were $3.502 billion compared to $3.596 billion for 2010, a decrease of $94 million or 3%. NewPage said net sales were affected primarily by higher paper prices, more than offset by lower sales volume. Average paper prices increased to $886 per ton in 2011 compared to $823 per ton in 2010. Sales volume decreased to 3,954,000 tons in 2011 compared to 4,370,000 tons in 2010 as a result of the shutdown of the Company's Whiting mill in February 2011 and the Port Hawkesbury mill in September 2011. Reorganization items, which represent revenues, expenses, gains and losses directly related to the reorganization process under the Chapter 11, net in 2011 include $22 million in debtor-in- possession financing costs, $21 million in professional fees associated with the Chapter 11 proceedings, $14 million for the write-off of intercompany receivables with the Company's non- debtor subsidiary, Consolidated Water Power Company, $12 million for the write-off of pre-petition debt discounts, premiums and deferred financing costs, $28 million in charges to adjust reserves to estimated allowed claims, $4 million in charges associated with rejected executory contracts, $2 million associated with the termination of a non-qualified defined benefit pension plan resulting in the reclassification of unrealized actuarial losses from accumulated other comprehensive income (loss) to reorganization items and $1 million in other bankruptcy related expenses. The expenses were partially offset by a gain of $(18) million relating to the deconsolidation of NPPH. Total liquidity at Dec. 31, 2011, was $254 million, consisting of $127 million of availability under the DIP revolving credit facility and $142 million of available cash and cash equivalents, reduced by a required $15 million of minimum cash and cash equivalents on hand. About NewPage Group Headquartered in Miamisburg, Ohio, NewPage Corporation was the leading producer of printing and specialty papers in North America, based on production capacity, with $3.6 billion in net sales for the year ended Dec. 31, 2010. The company's product portfolio is the broadest in North America and includes coated freesheet, coated groundwood, supercalendered, newsprint and specialty papers. These papers are used for corporate collateral, commercial printing, magazines, catalogs, books, coupons, inserts, newspapers, packaging applications and direct mail advertising. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a total annual production capacity of roughly 4.1 million tons of paper, including roughly 2.9 million tons of coated paper, roughly 1.0 million tons of uncoated paper and roughly 200,000 tons of specialty paper. NewPage Group, NewPage Holding, NewPage, and certain of their U.S. subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del. Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011. Its subsidiary, Consolidated Water Power Company, is not a part of the Chapter 11 proceedings. Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage Port Hawkesbury Corp., brought a motion before the Supreme Court of Nova Scotia to commence proceedings to seek creditor protection under the Companies? Creditors Arrangement Act of Canada. NPPH is under the jurisdiction of the Canadian court and the court- appointed Monitor, Ernst & Young in the CCAA Proceedings. Initial orders were issued by the Supreme Court of Nova Scotia on Sept. 9, 2011 commencing the CCAA Proceedings and approving a settlement and transition agreement transferring certain current assets to NewPage against a settlement payment of $25 million and in exchange for being relieved of all liability associated with NPPH. On Sept. 16, 2011, production ceased at NPPH. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., Dewey & LeBoeuf LLP, in New York, serve as counsel in the Chapter 11 case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co- counsel. Lazard Freres & Co. LLC is the investment banker, and FTI Consulting Inc. is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. In its balance sheet, the Debtors disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. The Official Committee of Unsecured Creditors selected Paul Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt & Taylor, LLP to act as its Delaware and conflicts counsel. NewPage prevailed over most objections from the official creditors' committee and won agreement from the bankruptcy judge on final approval of $600 million in secured financing. Moody's Investors Service assigned a Ba2 rating to the $350 million first-out revolving debtor-in-possession credit facility and a B2 rating to the $250 million second-out debtor-in- possession term loan for NewPage. NEWPAGE CORP: Panel Wants Wilmington Trust's Claim Disallowed ------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Newpage Corporation, et al., asks the U.S. Bankruptcy Court for the District of Delaware to (i) sustain its objection; disallow any administrative claim asserted by Wilmington Trust Company arising from rent payable under the financing agreements; and recharacterize the financing agreement as financing arrangement. Wilmington is the owner trustee under that certain financing agreement dated as of Dec. 23, 1997. According to the Committee, among other things: -- Wilmington Trust's alleged security interest in paper machine 35 is unperfected; and -- the financing agreement meets the "bright line" test for a financing arrangement under the New York law -- a Court must look to statelaw in order to determine whether an agreement is a true lease or a financing arrangement for purposes of the Bankruptcy Code. The Committee set an April 25, 2012, hearing at 3:00 p.m. (ET) on its objection to Wilmington Trust's claim. In a separate filing, certain unaffiliated investors who are holders of the (i) 10% senior secured notes due 2012 and (ii) floating rate senior secured notes due 2012, issued by NewPage Corporation, submit the joinder to the objection of the Committee to claims of Wilmington Trust. On Feb. 2, 2012, Wilmington Trust filed two proofs of claim against Debtor NewPage Wisconsin Systems Inc., related to that certain agreement dated as of Dec. 23, 1997, governing the use and possession of a specialty coated paper machine, currently in the possession of NewPage Wisconsin ? commonly referred to as PM 35. About NewPage Corp. Headquartered in Miamisburg, Ohio, NewPage Corporation was the leading producer of printing and specialty papers in North America, based on production capacity, with $3.6 billion in net sales for the year ended Dec. 31, 2010. The company's product portfolio is the broadest in North America and includes coated freesheet, coated groundwood, supercalendered, newsprint and specialty papers. These papers are used for corporate collateral, commercial printing, magazines, catalogs, books, coupons, inserts, newspapers, packaging applications and direct mail advertising. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. These mills have a total annual production capacity of roughly 4.1 million tons of paper, including roughly 2.9 million tons of coated paper, roughly 1.0 million tons of uncoated paper and roughly 200,000 tons of specialty paper. NewPage, along with affiliates, filed Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7, 2011. Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve as counsel. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel. Lazard Freres & Co. LLC is the investment banker, and FTI Consulting Inc. is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. In its balance sheet, the Debtors disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. At an organizational meeting of creditors held on Sept. 21, 2011, the Committee selected Paul Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt & Taylor, LLP to act as its Delaware and conflicts counsel. NewPage prevailed over most objections from the official creditors' committee and won agreement from the bankruptcy judge on final approval of $600 million in secured financing. Moody's Investors Service assigned a Ba2 rating to the $350 million first-out revolving debtor-in-possession credit facility and a B2 rating to the $250 million second-out debtor-in- possession term loan for NewPage. NORTHERN BERKSHIRE: Wins Confirmation of Chapter 11 Plan -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Northern Berkshire Healthcare Inc. won the signature of the bankruptcy judge on a confirmation order April 10 approving the Chapter 11 plan. According to the report, the plan was negotiated with secured bondholders owed $43.7 million. The bondholders receive new debt, for a projected 44 percent recovery. The Pension Benefit Guaranty Corp., with a claim of $27.3 million, is in line for a 5 percent recovery, just like other unsecured creditors with claims totaling about $260,000. Funds managed by Nuveen Investments Inc. hold a "vast majority" of the bonds, a court filing showed. About Northern Berkshire Healthcare Northern Berkshire Healthcare, Inc., is a non-profit healthcare corporation in northern Berkshire County, Massachusetts. Together with its affiliates, Northern Berkshire Healthcare operates the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presides over the Debtors' cases. Steven T. Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq., and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston, Mass., serve as the Debtors' bankruptcy counsel. The Debtors' Financial Advisors are Carl Marks Advisory Group LLC. GCG Inc. serves as claims and noticing agent. Northern Berkshire disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. The Committee tapped Duane Morris LLP as its counsel. OILSANDS QUEST: Gets Chapter 15 Protection in District Court ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Calgary-based Oilsands Quest Inc. received protection from creditors in the U.S. in a decision handed down March 29 by U.S. District Judge Jed Rakoff. The company was sued by class- action plaintiffs in Rakoff's court in February 2011 for violating laws related to the sale of securities in U.S. markets. Plaintiffs in the class suit opposed giving the company protection from creditors in the U.S., which would have the effect of halting a scheduled trial in Judge Rakoff's court in the class-action case. Judge Rakoff removed the Chapter 15 case from the bankruptcy court and signed a two-page order saying that Canada is home to the so-called foreign-main bankruptcy proceeding. As a result, Judge Rakoff halted the securities suit in his court. Judge Rakoff said he will file a longer opinion later. The case in district court is Collins v. Oilsands Quest Inc., 11-1288, U.S. District Court, Southern District New York (Manhattan). 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). PACIFIC AVENUE: EpiCentre Has New Owner and Confirmed Plan ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that EpiCentre had an approved bankruptcy reorganization when the judge in Charlotte signed an order April 10 approving the plan. The plan gives ownership to secured lender Blue Air 2011 LLC in exchange for debt. Blue Air guarantees that unsecured creditors will split not less than $4 million. From the total, $3 million comes from a settlement with the company's principals Afshin Ghazi and George H. Cornelson III. When the Chapter 11 case began, the company said it owed $87.1 million to secured lender Regions Bank, who later sold the debt to Blue Air. About Pacific Avenue Pacific Avenue, LLC, is a North Carolina limited liability company whose principal place of business is located in Charlotte, North Carolina. Together with Pacific Avenue II, LLC, the Company owns and operates the EpiCentre, a mixed-use commercial development consisting of approximately 302,000 rentable square feet of office and retail/entertainment space, plus an underground parking deck, located at 210 E. Trade St. in the city block surrounded by the light rail line, Fourth Street, College Street, and Trade Street in uptown Charlotte, North Carolina. The companies were led by Afshin Ghazi. Pacific Avenue LLC filed for Chapter 11 bankruptcy protection (Bankr. W.D. N.C. Case No. 10-32093) on July 22, 2010. Joseph W. Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the Company in its restructuring effort. The Company estimated up to $50,000 in assets and $50 million to $100 million in debts in its bankruptcy petition. The Company's affiliate, Pacific Avenue II, filed a separate Chapter 11 petition. Linda W. Simpson, the U.S. Bankruptcy Administrator for the Western District of North Carolina, appointed six members to the official committee of unsecured creditors in the Chapter 11 case of Pacific Avenue LLC. PACIFICA MESA: Court Issues Final Decree Closing Case ----------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California granted Reorganized Pacifica Mesa Studios, LLC, a final decree in connection with the Chapter 11 case, and closed the case. Agoura Hills, California-based Pacifica Mesa Studios, LLC, dba Albuquerque Studios and ABQ Studios, is a California limited liability company that was formed for the purpose of developing and running a state-of-the art production complex in Albuquerue, New Mexico. The Debtor is owned on a 50/50 basis by members Harold Katersky and Dana Arnold. The Debtor is the largest film studio in New Mexico. Pacifica filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 10-18827) on July 20, 2010. Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner, assists the Debtor in its restructuring effort. The Debtor estimated $50 million to $100 million in assets and $100 million $500 million in liabilities in its Chapter 11 petition. PEMCO WORLD: Sec. 341 Creditors' Meeting Set for April 13 --------------------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee for Region 3, will convene a meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of Pemco World Air Services, Inc., and its debtor-affiliates on April 13, 2012, at 11:00 a.m. The meeting will be held at J. Caleb Boggs Federal Building, Room 2112. About Pemco World Air Services Headquartered in Tampa, Florida, Pemco World Air Services -- http://www.pemcoair.com/-- performs large jet MRO services, and has operations in Dothan, Alabama (military MRO and commercial modification), Cincinnati/Northern Kentucky (regional aircraft MRO), and partner operations in Asia. Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a "stalking horse" bid from an affiliate of its current owner, Sun Aviation Services, LLC. On April 4, the Bankruptcy Court approved bidding procedures that will govern the sale of the Debtors' assets. Sun is offering to credit bid the pre-bankruptcy debt and financing it's providing for the Chapter 11 case. A Sun affiliate acquired the $31.8 million senior secured debt from Merrill Lynch Credit Products LLC and is also the holder of a $5.6 million subordinated secured loan. In addition to the debt-for-ownership swap, Sun will pay ordinary-course-of-business trade payables incurred during bankruptcy that aren't already paid. Competing bids are due May 23. If bids are received, an auction will be held May 30. The sale hearing is set for June 1. Objections to the sale may be filed by May 25. Young Conaway Stargatt & Taylor, LLP has been tapped as general bankruptcy counsel; Kirkland & Ellis LLP as special counsel for tax and employee benefits issues; AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as investment banker; and Epiq Bankruptcy Solutions LLC as notice and claims agent. PEMCO WORLD: Cousins Chipman and Otterbourg to Represent Committee ------------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Pemco World Air Services, Inc., and its debtor-affiliates is being represented in the case by Cousins Chipman & Brown, LLP, and Otterbourg, Steindler, Houston & Rosen, P.C. Otterbourg lawyers working on the case on behalf of the Committee are Jessica M. Ward, Esq., Gianfranco Finizio, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq. Kristin McCloskey, Esq., Scott D. Cousins, Esq., and Mark D. Olivere, Esq., at Cousins Chipman will also work on the case. The Committee is expected to file applications with the Bankruptcy Court for authority to employ the law firms. Pursuant to Section 1102(a)(1) of the Bankruptcy Code, the U.S. Trustee appointed members to the Committee of Unsecured Creditors on March 14. The Committee members are: 1. International Association of Machinists & Aerospace Workers, AFL-CIO Attn: David Neigus 9000 Machinists Place Upper Marlboro, MD 20772 Tel: 301-967-4510 Fax: 301-967-4594 2. Kaiser Aircraft Industries, Inc. Attn: Randall C. Shealy 1943 50th Street North Birmingham, AL 35212 Tel: 205-510-4944 Fax: 205-510-4889 3. Regent Aerospace Corporation Attn: Steve Smith 20110 W. Harrison Parkway Valencia, CA 91355 Tel: 661-257-3000x113 Fax: 661-257-6863 4. Structural Integrity Engineering Attn: Matthew Creager 9525 Vassar Ave. Chatsworth, CA 91311 Tel: 818-406-5230 Fax: 818-718-2212 5. Goodrich Corporation Attn: Beth Hansen 4 Coliseum Ctr. 2730 West Tyvola Rd. Charlotte, NC 28217 Tel: 704-423-8679 Fax: 704-423-7017 Headquartered in Tampa, Florida, Pemco World Air Services -- http://www.pemcoair.com/-- performs large jet MRO services, and has operations in Dothan, Alabama (military MRO and commercial modification), Cincinnati/Northern Kentucky (regional aircraft MRO), and partner operations in Asia. Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a "stalking horse" bid from an affiliate of its current owner, Sun Aviation Services, LLC. On April 4, the Bankruptcy Court approved bidding procedures that will govern the sale of the Debtors' assets. Sun is offering to credit bid the pre-bankruptcy debt and financing it's providing for the Chapter 11 case. A Sun affiliate acquired the $31.8 million senior secured debt from Merrill Lynch Credit Products LLC and is also the holder of a $5.6 million subordinated secured loan. In addition to the debt-for-ownership swap, Sun will pay ordinary-course-of-business trade payables incurred during bankruptcy that aren't already paid. Competing bids are due May 23. If bids are received, an auction will be held May 30. The sale hearing is set for June 1. Objections to the sale may be filed by May 25. Young Conaway Stargatt & Taylor, LLP has been tapped as general bankruptcy counsel; Kirkland & Ellis LLP as special counsel for tax and employee benefits issues; AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as investment banker; and Epiq Bankruptcy Solutions LLC as notice and claims agent. PEMCO WORLD: Taps AlixPartners LLP as Financial Advisor ------------------------------------------------------- Pemco World Air Services, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ AlixPartners, LLP as financial advisor. AlixPartners will, among other things: -- work with the senior management and other employees of the Debtors and their advisors to provide financial consulting services and restructuring advice; -- assist the management with the development of the Debtors' revised business plan and forecast; and -- assist the Debtors and their management in updating their cash flow projections and related methodologies. The hourly rates of AlixPartners' personnel are: Managing Directors $815 - $970 Directors $620 - $760 Vice presidents $455 - $555 Associates $305 - $405 Analysts $270 - $300 Paraprofessionals $205 - $225 AlixPartners has agreed to discounted hourly rates for certain individual keepers as: Anthony C. Flanagan, managing director $575 Brian G. Stein, director $475 AlixPartners received an initial advance retainer of $100,000 on Jan. 12, 2012. Certain fees and expenses were drawn from the retainer, as of the Petition Date, the retainer was $28,570. To the best of the Debtors' knowledge, AlixPartners is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Pemco World Air Services Headquartered in Tampa, Florida Pemco World Air Services -- http://www.pemcoair.com/-- performs large jet MRO services, and has operations in Dothan, AL (military MRO and commercial modification), Cincinnati/Northern Kentucky (regional aircraft MRO), and partner operations in Asia. Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a "stalking horse" bid from an affiliate of its current owner, Sun Aviation Services, LLC. Young Conaway Stargatt & Taylor, LLP has been tapped as general bankruptcy counsel; Kirkland & Ellis LLP as special counsel for tax and employee benefits issues; AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as investment banker; and Epiq Bankruptcy Solutions LLC as notice and claims agent. Young Conaway will coordinate its efforts with these professionals to ensure that there in no unnecessary duplication of effort or cost. On March 14, 2012, the U.S. Trustee appointed an official committee of unsecured creditors. PEMCO WORLD: U.S. Trustee Forms 5-Member Creditors Committee ------------------------------------------------------------ Roberta A. Deangelis, U.S. Trustee for Region 3 appointed five persons to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Pemco World Air Services, Inc., et al. The Committee consists of: 1. International Association of Machinists & Aerospace Workers, AFL-CIO Attn: David Neigus 9000 Machinists Place Upper Marlboro, MD 20772 Tel: (301) 967-4510 Fax: (301) 967-4594 2. Kaiser Aircraft Industries, Inc. Attn: Randall C. Shealy 1943 50th Street North Birmingham, AL 35212 Tel: (205) 510-4944 Fax: (205) 510-4889 3. Regent Aerospace Corporation Attn: Steve Smith 20110 W. Harrison Parkway Valencia, CA 91355 Tel: (661) 257-3000 ext. 113 Fax: (661) 257-6863 4. Structural Integrity Engineering Attn: Matthew Creager 9525 Vassar Ave. Chatsworth, CA 91311 Tel: (818) 406-5230 Fax: (818) 718-2212 5. Goodrich Corporation Attn: Beth Hansen 4 Coliseum Ctr. 2730 West Tyvola Rd. Charlotte, NC 28217 Tel: (704) 423-8679 Fax: (704) 423-7017 About Pemco World Air Services Headquartered in Tampa, Florida Pemco World Air Services -- http://www.pemcoair.com/-- performs large jet MRO services, and has operations in Dothan, AL (military MRO and commercial modification), Cincinnati/Northern Kentucky (regional aircraft MRO), and partner operations in Asia. Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 12-10799) on 5, 2012, with a $37.8 million DIP financing and a "stalking horse" bid from an affiliate of its current owner, Sun Aviation Services, LLC. Young Conaway Stargatt & Taylor, LLP has been tapped as general bankruptcy counsel; Kirkland & Ellis LLP as special counsel for tax and employee benefits issues; AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as investment banker; and Epiq Bankruptcy Solutions LLC as notice and claims agent. Young Conaway will coordinate its efforts with these professionals to ensure that there in no unnecessary duplication of effort or cost. On March 14, 2012, the U.S. Trustee appointed an official committee of unsecured creditors. PENN VIRGINIA: Moody's Issues Summary Credit Opinion ---------------------------------------------------- Moody's Investors Service issued a summary credit opinion on Penn Virginia Corporation and includes certain regulatory disclosures regarding its ratings. The release does not constitute any change in Moody's ratings or rating rationale for Penn Virginia Corporation. Moody's current ratings on Penn Virginia Corporation are: LT Corporate Family Ratings (domestic currency) Rating of B2 Probability of Default Rating of B2 Speculative Grade Liquidity Rating of SGL-3 Senior Unsecured (domestic currency) Rating of B3 Senior Unsec. Shelf (domestic currency) Rating of (P)B3 LGD Senior Unsecured (domestic currency) Assessment of 67 - LGD4 RATINGS RATIONALE The B2 Corporate Family Rating (CFR) reflects PVA's small production and reserves base, which will further erode from asset dispositions and curtailed gas-directed drilling driven by weak natural gas prices. The B2 CFR also reflects increasing leverage and weak capital productivity in the face of an asset transition from predominantly natural gas to a substantial oil and natural gas liquids producer. Although ultimately higher liquids production will temper the weaker margins from its natural gas production, this transition will take time and consume a significant amount of capital in 2012. PVA's ratings are supported by its improving cash margins, which should rise in 2012 from today's $30/boe level. Given the growth potential in the Eagle Ford Shale, ongoing margin expansion will be necessary to adequately fund its drilling program and minimize additional borrowings. The negative outlook captures the uncertainty around liquidity, drilling performance and production growth through 2013. The principal methodology used in rating Penn Virginia Corporation was the Global Independent Exploration and Production Industry Methodology published in December 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. PENN VIRGINIA: Moody's Revises Outlook on 'Ba3' CFR to Negative --------------------------------------------------------------- Moody's Investors Service changed Penn Virginia Resource Partners, L.P.'s (PVR) rating outlook to negative from stable following the announcement that PVR will acquire Chief Gathering LLC's midstream assets in the Marcellus Shale for $1.0 billion. At the same time, Moody's affirmed all of PVR's ratings including the Ba3 Corporate Family Rating (CFR), the Ba3 Probability of Default Rating, and the B2 senior unsecured note rating. The Speculative Grade Liquidity Rating remained unchanged at SGL-3. Ratings Rationale "The enhancement in PVR's size and scale will come at the expense of higher near term leverage, which is captured in our negative outlook," noted Sajjad Alam, Moody's analyst. "The partnership will also face elevated project execution risk and throughput volume risk as substantial new capacity is expected to come on- stream through 2013 in a very weak natural gas price environment." Additionally, with the expanded natural gas gathering and processing business, PVR's consolidated earnings and cash flows will become more volatile. These risks are partially tempered by material upfront equity issuances, a portion of which will have distribution deferral features as well as by the partnership's stable coal royalty business. PVR plans to finance the acquisition with roughly 45% debt and 55% equity and expects to close the transaction by the end of second quarter 2012. Chief's midstream gathering assets are primarily in northeast Pennsylvania, a predominantly dry gas producing part of the Marcellus Shale. Drilling and completion costs in this region are relatively low and the proximity of this region to the densely populated US northeast allows for higher price realizations. However, despite these favorable economic factors, there are significant risks that in a $2/mcf natural gas price environment, upstream producers could delay dry gas development projects and instead continue to divert capital towards oil and liquids-rich regions. In a prolonged industry downturn, PVR will be challenged to grow pipeline gas volume and could be saddled with higher leverage over a longer than expected period. Moody's recognizes that this strategic acquisition will allow the partnership to have a larger and more diversified midstream business, a higher proportion of fee-based revenues and a strong footprint in the Marcellus Shale. However, PVR's proforma leverage will jump to 4.9x post acquisition from a solid 3.6x level at December 31, 2011 given minimal current EBITDA contribution from Chief's assets. The acquired gathering assets generated only $14 million of EBITDA in 2011, which is expected to ramp up to $70 million in 2012 and $190 million in 2012. PVR plans to invest roughly $400 million of capital in Chief's projects through 2013 to achieve these EBITDA targets. However, based on Moody's view of weak future natural gas prices, there are risks that the partnership may not be able align its credit metrics to the Ba3 rating level by mid 2013. PVR's ratings are supported by its significant coal royalty business that has been much less volatile historically and provides steady cash flows under long terms contract arrangements. Despite increased exposure to riskier gathering operations, the fairly durable coal business will continue to absorb some of the volatility associated with the midstream cash flows. While coal prices have come under pressure in recent months owing to a mild winter and low natural gas prices, PVR's royalty model faces less price risk relative to companies that are directly engaged in the mining and marketing coal. Yet, EBITDA contribution from the coal segment could see a year-over-year decline in the range of 15%-20% in 2012. PVR's SGL-3 Speculative Grade Liquidity rating reflects adequate liquidity through mid-2013. Proforma for the $450 of notes and $750 million of equity issuances, the partnership should have sufficient availability under its $1.0 billion revolver to cover the projected negative free cash flows in 2012. PVR is currently in discussion with its banks to loosen the debt/EBITDA covenant to 5.5x, which Moody's believes will allow PVR the time necessary to reduce its leverage to a manageable level. The rating outlook could be revised to stable if PVR can substantially achieve its growth volumes, lower the debt/EBTIDA leverage below 4.5x and maintain sufficient availability under the credit facility. An upgrade in unlikely in 2012. However, positive rating momentum could develop if PVR reduced leverage below 3.5x with its current suite of assets. The rating could be downgraded if leverage remains above 5x over an extended period. The principal methodologies used in rating PVR were the Global Midstream Energy Rating Methodology published in December 2010 and the Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA Methodology published in June 2009. Penn Virginia Resource Partners, L.P. which is headquartered in Radnor, Pennsylvania, is principally engaged in the management of coal and natural resource properties and the gathering and processing of natural gas in the United States. PINNACLE AIRLINES: Has 7-Member Unsecured Creditors' Panel ---------------------------------------------------------- Tracy Hope Davis, the United States Trustee for Region 2, appointed seven members to the Official Committee of Unsecured Creditors in Pinnacle Airlines Corp.'s Chapter 11 case. The Committee members are: 1. United Steelworkers Five Gateway Center, Room 807 Pittsburgh, PA 15222 Attn: David R. Jury, Associate General Counsel Tel: (412) 562-2545 Fax: (412) 562-2574 2. Airline Pilots Association 7900 International Drive Bloomington, MN 55425 Tel: (952) 853-2300 3. Goodrich Corporation Four Coliseum Ctr., 2730 W. Tyvola Rd. Charlotte, NC 28217 Attn: Beth E. Hansen Tel: (704) 423-8679 Fax: (704) 423-7017 4. Bombardier Inc. 123 Garratt Blvd. N-17-27 Toronto, Ontario M3K 1Y5 Attn: Martin J. Herman and Craig Allen Tel: (416) 375-3015 Fax: (416) 375-4282 5. Siemens Financial Services, Inc. 170 Wood Avenue South Iselin, NJ 08830 Attn: Edward Kubilis Tel: (732) 590-2587 Fax: (732) 590-2597 6. Continental Airlines 77 W. Wacker Drive Chicago, IL 60647 Attn: Rohit Philip Tel: (312) 997-8029 Fax: (312) 997-8028 7. The Estate of Ellyce M. Kausner, deceased 9105 Clarence Center Road Clarence Center, NY 14032 Attn: John Kausner as personal representative for deceased Tel: (716) 812-2648 About Pinnacle Airlines Corp. Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Judge Robert E. Gerber presides over the case. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. Delta Air Lines, Inc., the Debtors' major customer and post- petition lender, is represented by David R. Seligman, Esq., at Kirkland & Ellis LLP. PINNACLE AIRLINES: Hearing on $75.2MM Delta Loan on April 25 ------------------------------------------------------------ The Bankruptcy Court will hold a hearing April 25, 2012 at 9:45 a.m. (Eastern Time) on the request of Pinnacle Airlines Corp. and its affiliated-debtors for approval of postpetition financing from Delta Air Lines. Objections to the request are due April 18. Terms of the DIP facility were reported in the April 3, 2012 edition of the Troubled Company Reporter. Delta Air Lines, Pinnacle's largest customer -- and other lender institutions selected by Delta -- have committed to provide up to an aggregate principal amount of $74,285,000 under a Super-Priority Debtor In Possession Credit Agreement. The DIP Facility provides for $30 million in new money to Pinnacle and the roll up of $44,285,046 in pre-bankruptcy debts owed by Pinnacle to Delta. The DIP Facility may be converted to a five-year exit financing facility if the Debtors obtain confirmation of a chapter 11 plan and achieve other specified conditions. The Debtors said that as of the bankruptcy filing date, they have roughly $45 million in available cash. Their projections show that, by the end of June 2012, they will have less than $5 million in available funds remaining if they did not receive the Delta DIP loan and Delta were authorized to exercise their set-of rights, which the Debtors believe is insufficient to operate their business in the ordinary course. The Debtors also said they found no other viable alternative financing and engaged in extensive negotiations with Delta over the terms of the comprehensive agreement. At the hearing, the Debtors will also seek permission to grant adequate protection to Delta, in its capacity as pre-petition Promissory Note Lender, in respect of its interests in the collateral that secures obligations under the Promissory Note if, and to the extent that, the Promissory Note remains unpaid. The Debtors also propose to allow Delta a general unsecured claim for Delta's damages as a result of the modifications to a 2007 CRJ-900 Agreement. Pinnacle Holdings, Pinnacle Airlines and Mesaba Aviation Inc., as borrowers, and Delta, as lender, are parties to a Promissory Note, dated as of July 1, 2010. The Promissory Note bears interest at a rate of 12.5% per annum and matures on July 15, 2015. It is secured by certain flight simulator equipment used in operating Mesaba, capital stock of Mesaba, books records and other documents and any intangibles, and proceeds. The Debtors said the costs of the DIP Facility financing are reasonable. The DIP Facility has the same 12.5% interest rate as the Debtors' pre-petition secured promissory note with Delta and Delta will not receive any fees for lending the Debtors an additional $30 million. The Debtors also seek permission to assume amended operating agreements with Delta, their largest customer, which agreements resolve various disputes between the parties and will form the underpinnings of a viable long-term business plan. The DIP Facility matures on the earliest of: (i) one year from the Petition Date, (ii) the substantial consummation of a sale of substantially all of the assets of any Obligor, (iii) the effective date of any Chapter 11 plan of reorganization of any Obligor, and (iv) the acceleration of the loans or termination of the Commitment under the DIP Facility, including, without limitation, as a result of the occurrence of an Event of Default. The Debtors have filed certain exhibits to the DIP Facility under seal. About Pinnacle Airlines Corp. Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Judge Robert E. Gerber presides over the case. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. Delta Air Lines, Inc., the Debtors' major customer and post- petition lender, is represented by David R. Seligman, Esq., at Kirkland & Ellis LLP. PINNACLE AIRLINES: Schedules Filing Deadline Moved to May 31 ------------------------------------------------------------ Pinnacle Airlines won a May 31 extension of the Debtors' deadline to file with the Court their (a) schedules of assets and liabilities, (b) schedules of current income and expenditures, (c) schedules of executory contracts and unexpired leases and (d) statements of financial affairs. About Pinnacle Airlines Corp. Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Judge Robert E. Gerber presides over the case. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. Delta Air Lines, Inc., the Debtors' major customer and post- petition lender, is represented by David R. Seligman, Esq., at Kirkland & Ellis LLP. PINNACLE AIRLINES: Court Approves Epiq Engagement ------------------------------------------------- The Bankruptcy Court has authorized Pinnacle Airlines Corp. and its subsidiaries to employ Epiq Bankruptcy Solutions LLC as claims and noticing agent. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that there will be in excess of 10,000 entities to be noticed. In view of the number of anticipated claimants and the complexity of the Debtors? businesses, the Debtors submit that the appointment of a claims and noticing agent is both necessary and in the best interests of both the Debtors? estates and their creditors. The Debtors said they have obtained and reviewed engagement proposals from at least two other court-approved claims and noticing agents to ensure selection through a competitive process. Prior to the Petition Date, the Debtors provided Epiq a $25,000 retainer. Jennifer Meyerowitz, Vice President and Senior Consultant of Epiq Bankruptcy Solutions LLC, attests that Epiq attests that it is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code with respect to the matters upon which it is to be engaged. About Pinnacle Airlines Corp. Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Judge Robert E. Gerber presides over the case. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems - Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53 billion in total assets, $1.42 billion in total liabilities and $112.31 million in total stockholders' equity. Delta Air Lines, Inc., the Debtors' major customer and post- petition lender, is represented by David R. Seligman, Esq., at Kirkland & Ellis LLP. PRESTIGE RESORTS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Prestige Resorts & Destinations, LLC 700 E Lake St, 2nd Flr Wayzata, MN 55391 Bankruptcy Case No.: 12-41982 Chapter 11 Petition Date: April 5, 2012 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Dennis D. O'Brien Debtor's Counsel: Douglas W. Kassebaum, Esq. FREDRIKSON & BYRON, P.A. 200 South Sixth St., Ste 4000 Minneapolis, MN 55402 Tel: (612) 492-7292 E-mail: dkassebaum@fredlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mnb12-41982.pdf The petition was signed by Blair McKeever, president. QUIGLEY CO: Pfizer Loses Again on Appeal in Asbestos Case --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Pfizer Inc. has lost an appeal in the reorganization of its non-operating subsidiary Quigley Co., casting doubt on when or how Pfizer can extricate the subsidiary from a reorganization already approaching eight years in bankruptcy court. According to the report, the U.S. Court of Appeals in Manhattan wrote a 34-page opinion April 10 upholding the district court and ruling that Pfizer isn't entitled to complete protection from asbestos claims under the umbrella of Quigley's Chapter 11 case. The circuit court, in opinion by Circuit Judge Debra Ann Livingston, ruled that Quigley's bankruptcy can't protect Pfizer against claims it was the "apparent manufacturer" of an asbestos- laden product even though Quigley was the actual manufacturer. Under Section 524 of the U.S. Bankruptcy Code, third parties like Pfizer can sometimes piggyback a company in Chapter 11 and receive absolution from asbestos claims without also being in bankruptcy. The Court of Appeals ruled April 10 that Pfizer didn't fit within the statute's coverage on some claims where the basis for its liability isn't "by reason of" its ownership of Quigley. Ownership was irrelevant, the appeals court said. Liability on some claims is being based on Pfizer's name on advertising, making it the "apparent manufacturer" and thus independently liable. When the liability is independent, Pfizer can't escape through the subsidiary's bankruptcy, the court said. The appeal in the circuit court is Quigley Co. Inc. v. Law Offices of Peter G. Angelos (In re Quigley Co. Inc.), 11-2635, 2nd U.S. Circuit Court of Appeals (Manhattan). The appeal in district court was In re Quigley Co. Inc., 10-01573, U.S. District Court, Southern District of New York (Manhattan). A copy of the Second Circuit's decision is available at http://is.gd/9p0AXGfrom Leagle.com. About Quigley Co. Quigley Co. was acquired by Pfizer in 1968 and sold small amounts of products containing asbestos until the early 1970s. In September 2004, Pfizer and Quigley took steps that were intended to resolve all pending and future claims against the Company and Quigley in which the claimants allege personal injury from exposure to Quigley products containing asbestos, silica or mixed dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11 plan and a settlement with Chrysler. Quigley filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a proposed global resolution of all pending and future asbestos- related personal injury liabilities. Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte Roth & Zabel LLP, represent the Debtor in its restructuring efforts. Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it disclosed $155,187,000 in total assets and $141,933,000 in total debts. Quigley has not exited bankruptcy protection more than seven years after filing for bankruptcy. In April 2011, the bankruptcy judge approved a plan-support agreement with Pfizer and an ad hoc committee representing 30,000 asbestors claimants. Further complicating matters is a May 20, 2011 opinion by District Judge Richard Holwell concluding that Pfizer was directly liable for some asbestos claims arising from products sold by its now non-operating subsidiary Quigley. RAINBOW LAND: Sec. 341 Creditors' Meeting Set for May 10 -------------------------------------------------------- The U.S. Trustee in Las Vegas, Nevada, will convene a Meeting of Creditors under 11 U.S.C. Sec. 341 in the Chapter 11 case of Rainbow Land & Cattle Company, LLC, on May 10, 2012, at 1:00 p.m. at 341s - Foley Bldg., Rm 1500. The last day to file proofs of claim is Aug. 8, 2012. Caliente, Nevada-based Rainbow Land & Cattle Company, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 12-14009) on April 4, 2012. It scheduled $15.43 million in assets and $2.50 million in liabilities. The Debtor owns land and water rights in Caliente with a combined value of $15.4 million. The properties secure $2.4 million of debt. Judge Bruce A. Markell presides over the case. The Debtor is represented by Alan R. Smith, in Las Vegas, Nevada. The petition was signed by John H. Huston, managing member. PROCOM ENTERPRISES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Procom Enterprises, Corp. 4909 SW 74 Ct. #10 Miami, FL 33155 Bankruptcy Case No.: 12-18477 Chapter 11 Petition Date: April 6, 2012 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: A. Jay Cristol Debtor's Counsel: Peter D. Spindel, Esq. P.O. Box 166245 Miami, FL 33116 Tel: (786) 517-4229 E-mail: peterspindel@gmail.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 Isidro Guillama, president. PROELITE INC: Hires Goldman Kurland as New Accountant ----------------------------------------------------- Gumbiner Savett, Inc., was dismissed as the independent accountant of ProElite, Inc., on April 3, 2012. The Board of Directors acting in the capacity of an audit committee approved the dismissal of Gumbiner. Gumbiner's reports on the Company's financial statements for the years ended Dec. 31, 2008, and 2010 did not, nor is their report for the year ended Dec. 31, 2009, anticipated to, contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles except that the report for all years indicated that the Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and ultimately achieve profitable operations. Accordingly, those reports indicated that there was substantial doubt as to the Company's ability to continue as a going concern and that the financial statements did not include any adjustments that might result from the outcome of this uncertainty. On April 3, 2012, the Company's Board of Directors acting in the capacity of an audit committee engaged Goldman Kurland Mohidin, LLP, as the Company's new independent accountant to act as the principal accountant to audit the Company's financial statements for the fiscal year ended Dec. 31, 2011. During the Company's fiscal years ended Dec. 31, 2008, 2009 and 2010 and through April 3, 2012, neither the Company, nor anyone acting on its behalf, consulted with Goldman regarding the application of accounting principles to a specific completed or proposed transaction or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided that Goldman concluded was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue. About ProElite Inc. Los Angeles, Calif.-based ProElite, Inc., is a holding company for entities that (a) organize and promote mixed martial arts matches, and (b) create an internet community for martial arts enthusiasts and practitioners. On Oct. 20, 2008, management, with Board ratification, decided to close or sell all operations and began an extended period of restructuring its balance sheet, divesting itself of certain assets, settlement of contingent liabilities, and attempting to raise additional capital. Effective Oct. 12, 2009, the Company entered into a Strategic Investment Agreement with Stratus Media Group, Inc. ("SMGI") pursuant to which the Company agreed to sell to SMGI, shares of the Company's Series A Preferred Stock (the "Preferred Shares"). The Preferred Shares are convertible into the Common Stock of the Company. This transaction closed on June 14, 2011. Gumbiner Savett Inc., in Santa Monica, Calif., expressed substantial doubt about ProElite's ability to continue as a going concern, following its audit of the Company's financial statements as of and for the years ended Dec. 31, 2008, and 2007. The independent auditors noted that the Company has suffered losses from operations and negative cash flows from operations. The Company reported a net loss of $55.6 million for the fiscal year ended Dec. 31, 2008, compared with a net loss of $27.1 million for the fiscal year ended Dec. 31, 2007. As a result of the decision to discontinue operations, the Company did not have any revenues, cost of revenue, and gross profit for the fiscal years ended Dec. 31, 2008, and 2007. At Dec. 31, 2008, the Company's balance sheet showed $2.3 million in total assets, $11.8 million in total liabilities, and a shareholders' deficit of $9.5 million. ProElite notified the U.S. Securities and Exchange Commission that it requires additional time to complete the financial statements for the fiscal quarter ended Sept. 30, 2011, and cannot, without unreasonable effort and expense, file its Form 10- Q on or before the prescribed filing date. The Company expects to obtain all required data and complete the financial statements within the next several days and, as a result, expects to file the Form 10-Q within five days after the prescribed filing date. RB MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: RB Manufacturing & Electronics, Inc. dba Edge Electronics P.O. Box 490 Kirkland, IL 60146 Bankruptcy Case No.: 12-13832 Chapter 11 Petition Date: April 4, 2012 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Janet S. Baer Debtor's Counsel: Chris D. Rouskey, Esq. ROUSKEY AND BALDACCI 151 Springfield Ave. Joliet, IL 60435 Tel: (815) 741-2118 Fax: (815) 741-0670 E-mail: rouskey-baldacci@sbcglobal.net Scheduled Assets: $209,429 Scheduled Liabilities: $1,130,076 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb12-13832.pdf The petition was signed by Donald Nichols, president. REAL MEX: Court Authorizes Luiz de la Cruz to File Proof of Claim ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Luis de la Cruz to file proof claim against Real Mex Restaurants, Inc., et al. The Court has extended the bar date for Mr. Cruz' claim. Mr. Cruz holds a prepetition claim arising out of an alleged wrongful termination of his 31-year employment with the Company. Mr. Cruz explained that he did not receive any notice setting forth a deadline for filing a proofs of claim, and his counsel was unaware of the bar date until Jan. 19, 2012. About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. It has 178 restaurants, with 149 in California. There are also 30 franchised locations. It acquired Chevys Inc. for $90 million through confirmation of Chevy's Chapter 11 plan in 2004. Real Mex Restaurants and 16 of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11- 13138) on Oct. 4, 2011. Judge Brendan Linehan Shannon oversees the case. Judge Peter Walsh was initially assigned to the case. The Debtors are represented by Mark Shinderman, Esq., Fred Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A. Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel. The Debtors' financial advisors are Imperial Capital, LLC. The Debtors' claims, noticing, soliciting and balloting agent is Epiq Bankruptcy Solutions, LLC. Assets are $272.2 million while debt totals $250 million, according to the Chapter 11 petition. The petitions were signed by Richard P. Dutkiewiez, chief financial officer and executive vice president. Counsel to GE Capital Corp., the DIP Agent and the Prepetition First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P. Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq., at Reed Smith LLP as counsel. Counsel to the Prepetition Secured Second Lien Trustee are Mark F. Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP. Counsel to the Majority Prepetition Second Lien Secured Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at Richards Layton & Finger. Z Capital Management LLC, which holds nearly 70% of the Opco term loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights, Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff, Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern LLP. ROTHSTEIN ROSENFELDT: Accountant's Insurer Ordered to Pay Trustee ----------------------------------------------------------------- Sindhu Sundar at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Raymond B. Ray on Monday ordered the liability insurer for the accounting firm of Rothstein Rosenfeldt Adler PA -- convicted Ponzi schemer Scott Rothstein?s law firm -- to pay RRA's trustee $10 million it had agreed to pay to settle claims that the accounting firm enabled the $1.2 billion scheme. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- has been suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on January 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. SEITEL INC: Moody's Upgrades CFR to 'B3'; Outlook Stable -------------------------------------------------------- Moody's Investors Service upgraded Seitel, Inc.'s Corporate Family Rating (CFR) to B3 from Caa1. At the same Moody's assigned a B3 rating to Seitel's proposed $275 million secured term loan that will be used to refinance the existing 9.75% senior unsecured notes. The company's SGL-2 Speculative Liquidity Rating remained unchanged. The rating outlook is stable. Ratings Rationale "The upgrade reflects Seitel's improved debt maturity profile, lower anticipated interest burden and ongoing solid execution of its seismic data services business," commented Sajjad Alam, Moody's analyst. "Robust shale drilling activities and capital expenditures in North American oil and liquids-rich basins will continue to underpin Seitel's revenues and cash flows in 2012." Drilling activity should remain healthy in 2012, as the steady increase in rig count in oil and liquids-rich unconventional plays continue to offset the reduced level of natural gas drilling. Additionally, the growing use of seismic data to design horizontal wells and hydraulic fracturing programs in the shale plays should increase the proportion of Seitel's revenues from recurring developmental activities relative to more cyclical exploration activities, providing a greater level of support in the next capex contraction cycle. Given the persistent weakness in natural gas prices, Seitel will continue to cut back capital in dry gas regions in 2012. The company generated cash EBITDA of $112 million in 2011 and Moody's estimates 2012 cash EBITDA to be in the $110 million to $120 million range. Seitel's ratings are held back by its relatively small size and concentrated operations in a narrow segment of the broader oilfield services industry. The ratings are also tempered by Seitel's current leverage level, which Moody's considers high given the volatile and cyclical nature of the seismic services business. Additionally significant ongoing investments are necessary to acquire new data and maintain competitive advantage which can pressure liquidity in a sharp down-cycle. The seismic sector traditionally has been the first sub-sector in the oilfield services industry to decline in a down-cycle and one of the last sub-sectors to benefit from an up-cycle recovery. While Moody's expects industry conditions to remain supportive through 2013, absent a significant reduction in debt level, Seitel's ratings are unlikely to move to a higher rating category. Seitel should have good liquidity during the balance of 2012, which is captured in Moody's SGL-2 Speculative Grade Liquidity rating. The company had $75 million of cash at December 31, 2011 and has a $30 million undrawn secured revolving credit facility. Operating cash flow and balance sheet cash should sufficiently cover all of Seitel's near term capital expenditures and Moody's does not expect any meaningful drawings under the revolver through mid 2013. The term loan will allow Seitel to pre-pay debt with small call premiums in the first two years should the company choose to delever. The SGL-2 is tempered by the relatively small size of the revolving credit facility, lack of access to public equity markets, a small and hard to value asset base, and limited alternate liquidity given that the company's assets are encumbered. The stable outlook reflects Moody's view that Seitel will manage its capital budget and liquidity prudently. Given Seitel's small size within the broader oilfield services industry and the highly volatile nature of seismic services demand, an upgrade to B2 is unlikely without a significant reduction in leverage. An upgrade is possible, if Seitel can sustain debt/EBITDA below 2x. Deterioration in operating performance or additional borrowings that raises leverage above 4x or erodes combined cash and revolver liquidity below $60 million could prompt a downgrade. Under Moody's Loss Given Default Methodology, the second-lien term loan is rated the same as Seitel's CFR (B3) due to the relatively small amount of prior-claim secured debt ($30 million ABL revolver) in Seitel's capital structure. However, if the relative proportion of first-lien debt were to increase, the term loan could get notched down from the CFR. The principal methodology used in rating Seitel 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. Seitel, Inc. is a Houston, Texas based provider of seismic data and related services to the oil and gas industry in North America. SITEL LLC: Moody's Affirms 'B3' CFR; Outlook Changed to Stable -------------------------------------------------------------- Moody's Investors Service affirmed Sitel, LLC's B3 corporate family and probability-of-default ratings, and the B1 and Caa2 ratings for the Company's existing senior secured credit facility and senior unsecured notes, respectively. Moody's also assigned a B1 rating to Sitel's proposed $200 million senior secured notes and the extended tranche of its senior secured revolving credit facility. Sitel is in the process of completing amendments to its credit agreement and is seeking to extend the maturity for up to $54 million of its revolving credit facility by three years to January 2016. The Company plans to use the net proceeds from the notes offering to repay the borrowings under the revolving credit facilities, refinance a portion of the term loan due in 2014, and approximately $18 million for general corporate purposes. Moody's also changed Sitel's ratings outlook to stable from negative in conjunction with the refinancing and extension of debt maturities. Moody's will withdraw the ratings for the term loans due in January 2014 upon full repayment and cancellation of the facility at the close of the transactions. The following ratings are assigned: Extended first lien revolving credit facility due 2016 -- B1, LGD 2 (28%) $200 million senior secured notes due 2017 -- B1, LGD 2 (28%) The following ratings are affirmed: Corporate family rating -- B3 Probability of Default rating -- B3 $31 million first lien revolving credit facility due 2016 -- B1, LGD 2 (28%), revised from LGD3 (33%) Non-extended first lien revolving credit facility due 2013 -- B1, LGD 2 (28%), revised from LGD3 (33%) $224 million first lien term loan due 2017 -- B1, LGD 2 (28%), revised from LGD3 (33%) $300 million 11.5% Senior Unsecured Notes due 2018 -- Caa2, LGD 5 (83%), revised from LGD5 (79%) Senior secured term loan due 2014 -- B1 (LGD 3, 33%), to be withdrawn at the close of the transaction Outlook action: Outlook changed to stable from negative Ratings Rationale Moody's changed Sitel's ratings outlook to stable from negative, reflecting the extension of debt maturities and additional cushion under revised financial covenants in the credit agreement which should provide the Company the financial flexibility and time to invest in the business and improve profitability. The stable outlook additionally reflects Sitel's declining revenue attrition levels and Moody's expectations that the Company's sustained EBITDA growth and lower restructuring costs should drive gradual deleveraging and the Company should produce breakeven free cash flow in 2013. Sitel's B3 Corporate Family Rating is primarily characterized by the Company's high financial risk profile, including high debt-to- EBITDA leverage and weak cash flow generation, and its highly competitive customer care outsourcing industry. The rating is supported by Sitel's good operating scale in a highly fragmented industry and its market position as one of the leading providers of outsourced customer care services with a global footprint of customer contact centers. The rating also benefits from Sitel's well-diversified customer base in various end-market verticals and good growth prospects for outsourced call center services industry. Given Moody's expectations that Sitel's Debt-to-EBITDA leverage will likely exceed 5.0x (Moody's adjusted, excluding debt attribution to the preferred stock) in the next 24 months and the Company will generate approximately breakeven free cash flow, a ratings upgrade is unlikely over this period. However, Moody's could raise Sitel's ratings if the Company's free cash flow increases to the mid single digit percentages of total debt and if it could sustain leverage of less than 4.5x. Moody's could downgrade Sitel's ratings if weaker-than-expected operating performance leads to an erosion in liquidity. Ratings could also be downgraded if Total Debt/EBITDA leverage (Moody's adjusted, excluding debt attribution to preferred equity) approaches 6.0x while free cash flow remains negative. The principal methodology used in rating Sitel, LLC was the Global Business & Consumer Service Industry Methodology 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 (and/or) the Government-Related Issuers methodology published in July 2010. Headquartered in Nashville, Tennessee, Sitel is a leading customer care and business process outsourcing vendor with annual revenues of approximately $1.4 billion in 2011. Private equity firm Onex Corporation owns a majority interest in Sitel Worldwide Corporation, Sitel's parent company. SNOKIST GROWERS: Has Court's OK to Use Cash Collateral Until May 7 ------------------------------------------------------------------ The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern District of Washington granted on April 9, 2012, Snokist Growers interim authorization to use cash collateral through May 7, 2012. The order extends the previous orders authorizing the Debtor to use cash collateral held by Rabo AgriFinance and KeyBank, N.A. Rabo Agrifinance and KeyBank have stipulated to allow Debtor the continued interim use of cash collateral. The Debtor will be allowed to use cash collateral to pay its necessary interim expenses as set forth in the fourth interim budget for the period commencing from the date of the court order through the conclusion of the Court's continued hearing on the Debtor's motion, which is scheduled for May 7, 2011 at 9:30 a.m. A copy of the budget is available for free at: http://is.gd/jjhf6z The secured lenders and any other secured party in interest will retain all of their prepetition security interests in the Debtor's cash collateral and other collateral. As adequate protection for any diminution in the value of the secured claims of any holders of valid and perfected lien claims or security interests in the cash collateral used by the Debtor pursuant to the court order, the Court grants an adequate protection lien against the same category of property to which any valid lien of the party was perfected prior to the filing of the case. As additional adequate protection, during the term of the court order, the Debtor will cooperate with such parties and provide them with full and reasonable access to information respecting the use of cash collateral, the Debtor's financial condition, assets, liabilities, proposed bidding procedures and all pending written offers or written expressions of interest concerning for the purchase of the Debtor's assets received in connection with the sales motions. As additional adequate protection, the Debtor will provide to the secured lenders' business and legal representatives, the U.S. Trustee, counsel for any unsecured creditors' committee appointed by the U.S. Trustee and any other party providing Debtor with a written request for the information, a weekly report, which will describe, among other things, the expenses paid by the Debtor during the preceding week on a cash basis. The parties objecting to Debtor's use of cash collateral do not waive or withdraw their objections by consenting to Debtor's interim use of cash collateral. Those objections continue, and will be heard at the next hearing on cash collateral. Rabo Agrifinance is represented by: James Ray Streinz - Partner McEwen Gisvold LLP 1100 SW Sixth Avenue, Suite 1600 Portland, OR 97204 E-mail: rays@mcewengisvold.com Tel: (503) 412-3512 Direct KeyBank is represented by: Bruce W. Leaverton Shareholder Lane Powell, P.C. 1420 Fifth Avenue Suite 4100 Seattle, WA 98101 Tel: (206) 223-7389 E-mail: leavertonb@lanepowell.com About Snokist Growers Headquartered in Yakima, Washington Snokist Growers -- http://www.snokist.com/-- is a century-old cooperative of fruit growers. Snokist provides fresh and processed pears, apples, cherries, plums, and nectarines. Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after sales couldn't recover from allegations that it violated food- safety rules. Judge Frank L. Kurtz presides over the case. Lawyers at Bailey & Busey LLC serve as the Debtor's counsel. In its petition, the Debtor scheduled $69,567,846 in assets and $73,392,906 in liabilities. The petition was signed by Jim Davis, president. Counsel for lender Rabo AgriFinance, as agent for itself and KeyBank, is James Ray Streinz, Esq. -- rays@mcewengisvold.com -- at McEwen Gisvold, LLP. Counsel for KeyBank National Association is Bruce W. Leaverton, Esq., at Lane Powell, P.C., in Seattle. Robert D. Miller Jr., the United States Trustee for Region 14, appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of Snokist Growers. The Committee is represented by Metiner G. Kimel, Esq., at Kimel Law Offices. Keybank is represented by Bruce W. Leaverton, Esq., and Tereza Simonyan, Esq., at Lane Powell PC. SOLAR TRUST: 3 More Solar Millennium Units File for Ch. 11 ---------------------------------------------------------- Ridgecrest Solar Power Project, LLC, and two entities filed for Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to 12-11206) on April 10, 2012. Ridgecrest Solar, et al., are affiliates of Solar Trust of America LLC. STA Development, LLC, one of the debtors that filed for bankruptcy April 2, owns 100% of the interests in Ridgecrest, et al. Ridgecrest Solar Power estimated up to $50,000 in assets and debts. Ridgecrest Solar I, LLC, estimated up to $50,000 in assets and up to $10 million in liabilities. About Solar Trust Solar Trust of America LLC, Solar Millennium Inc., and nine affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11136) on April 2, 2012. Solar Trust is a joint venture created by Solar Millennium AG and Ferrostaal AG to develop solar projects at locations in California and Nevada. Located in the "Solar Sun Belt" of the American Southwest, the project sites have extremely high solar radiation levels, and allow the Debtors' projects to harness high levels of solar power generation. Projects include the rights to develop one of the world's largest permitted solar plant facilities with capacity of 1,000 MW in Blythe, California. Two other projects contemplated 500 MW solar power facilities in Desert Center, California and Amargosa Valley, Nevada. Although the Debtors have obtained highly valuable transmission right and permits, each project is only in the developmental phase and does not generate revenue for the Debtors. Ferrostaal ceased providing funding two years ago and SMAG, due to its own deteriorating financial condition, stopped providing funding after December 2011. NextEra Energy Resources LLC has committed to provide a postpetition secured credit facility and has expressed an interest in serving as stalking horse purchaser for certain of the Debtors' assets. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. K&L Gates LLP is the special corporate counsel. SOUTHERN SKY: Disputes U.S. Trustee's Bid for Chapter 7 Conversion ------------------------------------------------------------------ MyrtleBeachOnline reports that Direct Air said it opposes the request by Assistant U.S. Trustee Richard King to convert the Company's Chapter 11 bankruptcy case to a liquidation under Chapter 7. According to the report, Direct Air asked the Court to either deny the trustee's request or delay considering it for two weeks as the company tries to sort out its financial troubles. A hearing on Direct Air's bankruptcy was set for April 11 in Massachusetts, where the company filed its case. The report relates that investigators are looking into the company's handling of an escrow account it was required to keep to protect customers. The report notes previous and current Direct Air owners are pointing fingers at each other for the company's troubles and other airlines, including Allegiant Air, are starting to pick up Direct Air's former routes, though Allegiant said Tuesday it doesn't plan to pick up the routes to Myrtle Beach. The report notes Direct Air has launched its own investigation into the company's past, hired new management and is working to line up funding to restart flights, though aviation experts say that isn't likely to work under the name Direct Air, which turned off customers when it abruptly canceled all flights last month, leaving travelers scrambling to salvage their vacations or find other ways home. Credit card companies have refunded millions of dollars to customers, according to court filings, though officials haven't been able to pinpoint exactly how much is owed to customers. According to the report, the request to convert the case to Chapter 7 was filed a week after Direct Air filed for Chapter 11, saying the air carrier has accumulated too much debt, is continuing to incur expenses and is unlikely to be able to reorganize as the company aimed to under Chapter 11. The report notes officials have estimated there's only a little more than $1 million in the escrow account. According to the report, during the hearing Wednesday, the court is expected to consider a request by JetPay, a credit card processor that has issued chargebacks to customers, to be refunded through the account, though others who are owed money and the DOT have filed limited objections to that request. The report recounts Direct Air was sold to Avondale Aviation in September, and kept founding members Kay Ellison, Marshall Ellison and Judy Tull. Avondale said the trio abruptly resigned March 12 -- the day the flights stopped -- but Ms. Tull told the Worcester Telegram & Gazette in Massachusetts that the new owners locked her out of the office. The report notes Direct Air has appointed new, interim managers who they say in court filings can get the company back on track. Southern Sky Air & Tours, LLC, doing business as Direct Air, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-40944) on March 15, 2012. Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, in Boston, serves as counsel. The Debtor estimated up to $1 million in assets and up to $50 million in liabilities. SPRINGFIELD PROPERTIES: Case Summary & Largest Unsecured Creditor ----------------------------------------------------------------- Debtor: Springfield Properties, LLLP 1910 Buckeye Road East Dublin, GA 31027 Bankruptcy Case No.: 12-30124 Chapter 11 Petition Date: April 4, 2012 Court: United States Bankruptcy Court Southern District of Georgia (Dublin) Debtor's Counsel: Ward Stone, Jr., Esq. STONE & BAXTER, LLP 577 Mulberry Street, Suite 800 Macon, GA 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 E-mail: wstone@stoneandbaxter.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of Eastman Attorneys fees $238,490 P.O. Box 909 Eastman, GA 31023 The petition was signed by John A. Whigham, general partner. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Whigham, John A. Whigham and Rebecca K. 12-30123 04/04/12 SPRINT NEXTEL: Capital Research Holds 10.7% of Series 1 Shares -------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Capital Research Global Investors disclosed that, as of March 30 2012, it beneficially owns 319,983,800 shares of Series 1 common stock of Sprint Nextel Corporation representing 10.7% of the shares outstanding. A copy of the filing is available for free at http://is.gd/b9LhiB About Sprint Nextel Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S) -- http://www.sprint.com/-- is a communications company offering a comprehensive range of wireless and wireline communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers and resellers. * * * In February 2012, Moody's Investors Service assigned a B3 rating to Sprint Nextel's proposed offering of Senior Unsecured Notes and a Ba3 rating to Sprint's proposed offering of Junior Guaranteed Unsecured Notes. The proceeds will be used for general corporate purposes, the repayment of existing debt, network expansion and modernization, and the potential funding of Clearwire. All of Sprint's ratings remain on review for possible downgrade, including those assigned and the company's B1 corporate family rating and B1 probability of default rating. Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating and '2' recovery rating to Sprint's proposed $1 billion of senior guaranteed notes due 2020. These notes have subordinated guarantees from all the subsidiaries that guarantee the existing $2.25 billion revolving credit facility. The '2' recovery rating indicates expectations for substantial (70% to 90%) recovery in the event of payment default. Fitch Ratings has assigned ratings to Sprint's $2 billion notes offering. This includes a 'BB/RR2' rating to the junior guaranteed unsecured notes due 2020 and a 'B+/RR4' rating to the unsecured senior notes due 2017. STONE SERVICES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Stone Services, LLC 2601 E 34th Street Chattanooga, TN 37407-2821 Bankruptcy Case No.: 12-11751 Chapter 11 Petition Date: April 4, 2012 Court: United States Bankruptcy Court Eastern District of Tennessee (Chattanooga) Judge: Shelley D. Rucker Debtor's Counsel: Harry R. Cash, Esq. GRANT, KONVALINKA AND HARRISON Republic Centre, Suite 900 633 Chestnut Street Chattanooga, TN 37450 Tel: (423) 756-8400 Fax: (423) 756-0643 E-mail: hcash@gkhpc.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/tneb12-11751.pdf The petition was signed by William Anthony Allen, managing member. TALON THERAPEUTICS: Joseph Landy Discloses 92.3% Equity Stake ------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Joseph P. Landy and his affiliates disclosed that, as of April 5, 2012, they beneficially own 263,171,568 shares of common stock of Talon Therapeutics, Inc., representing 92.3% of the shares outstanding. Mr. Landy previous reported ownership of 194,813,754 common shares or an 89.9% equity stake, according to a Jan. 13, 2012 report by the TCR. A copy of the amended filing is available for free at http://is.gd/8jij9e About Talon Therapeutics Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc. (TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical company dedicated to developing and commercializing new, differentiated cancer therapies designed to improve and enable current standards of care. The company's lead product candidate, Marqibo, potentially treats acute lymphoblastic leukemia and lymphomas. The Company has additional pipeline opportunities some of which, like Marqibo, improve delivery and enhance the therapeutic benefits of well characterized, proven chemotherapies and enable high potency dosing without increased toxicity. Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to Talon Therapeutics Inc. The name change was effected by merging Talon Therapeutics, Inc., a wholly-owned subsidiary of the Company, with and into the Company, with the Company as the surviving corporation in the merger. The Company reported a net loss of $18.82 million for the year ended Dec. 31, 2011, compared with a net loss of $25.98 million during the prior year. The Company's balance sheet at Dec. 31, 2011, showed $2.48 million in total assets, $30.86 million in total liabilities, $30.64 million in redeemable convertible preferred stock, and a $59.02 million total stockholders' deficit. The Company does not generate significant recurring revenue and has incurred significant net losses in each year since its inception. The Company expects to incur substantial losses and negative cash flow from operations for the foreseeable future, and the Company may never achieve or maintain profitability. BDO USA, LLP, in San Jose, California, noted that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. TBS SHIPPING: Non-Material Plan Supplement OK'd, Plan Confirmed --------------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York entered an order (A) approving the proposed non-material modifications to the original plan, as modified, without the need for further solicitation of votes; and (B) determining that votes cast with respect to the original plan be deemed votes cast with respect to the Plan, as modified. On March 2, 2012, the Debtors filed a version of the Plan that incorporates technical, non-material modifications made to the Plan. The Court has reviewed the technical modifications made to the Plan, and finds that the technical modifications are not material and not adverse to any party-in-interest. Subsequent to this order, the Court confirmed the Prepackaged Plan of Reorganization for the Debtors with technical modifications dated as of March 2, 2012. As reported in the Troubled Company Reporter on March 30, 2012, the Court confirmed the Company's Plan, paving the way for the reorganized Company's expedited emergence from chapter 11 proceedings, less than 60 days after its February 6 filing. The Plan reflects overwhelming support from its voting lenders to restructure the Company's secured debt and to pay in full in cash all allowed claims of unsecured creditors, including all vendors. As a result, the reorganized Company will emerge from its pre- packaged restructuring with a healthy capital structure, including approximately $40.0 million in new money financing provided by its existing lenders, which will provide ample liquidity for the Company and enable the Company to maintain its position as a market leader in the shipping industry. "We are very pleased with this extraordinary vote of confidence in our long term sustainability provided by our lenders," said Joseph E. Royce, Chairman, Chief Executive Officer and President. "We look forward to renewing our focus on growing and managing our business. As a result of this restructuring, our company will be positioned to successfully compete in our global markets." At emergence, the reorganized Company will have reduced its debt by over $100 million since Sept. 30, 2011. Under the Plan, the Debtor-in-Possession financing claims and pre-petition secured debt will be restructured so as to provide new liquidity, extended maturity dates, and other terms that are expected to ensure the Company's future viability. Most importantly, the Company has always and continues to be committed to its customers and vendors. The Company will have considerable flexibility to acquire strategic long and short term charters, which will enable it to meet a wide variety of customer needs going forward. In addition, all trade vendors will be paid in full in cash for all allowed claims. In fact, the vast majority of the Company's vendors have already been paid for all amounts due and continue to maintain positive business relations with TBS. Upon emergence from chapter 11, the Company will have eliminated any possibility of valid vessel arrest due to the bankruptcy process. Gregg McNelis, Senior Executive Vice President and Chief Operating Officer, remarked on the loyalty of key clients throughout the restructuring process. "TBS has always put our customers first, and we have deeply appreciated their continued support as we worked with our lenders to restructure our bank facilities in the current difficult operating environment. TBS is now positioned to compete even more strongly and to meet all of our customers' shipping logistics needs." Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported earlier that TBS International Plc received approval from the bankruptcy judge to sell the 30-year-old M.V. Mohawk Princess for $3.85 million to NKD Maritime Ltd. TBS will apply the proceeds to pay down a portion of the financing for the Chapter 11 case. The sale will enable the company to charter a newer vessel, according to court papers. 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. Cardillo & Corbett serves as special maritime and corporate counsel, Garden City Group serves as administrative agent and Gibson, Dunn & Crutcher as counsel. 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. No official committee has yet been appointed by the Office of the United States Trustee. TECHNEST HOLDINGS: To Offer 53MM Shares Under 2011 Incentive Plan ----------------------------------------------------------------- Technest Holdings, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registering 53 million shares of common stock issuable under the Company's 2011 Equity Incentive Plan. The proposed maximum aggregate offering price is $1 million. A copy of the prospectus is available for free at: http://is.gd/bNrokO 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. TERRESTAR CORP: Shareholder Wants Confirmation of Plan Denied ------------------------------------------------------------- Jeffrey M. Swarts, a shareholder of Terrestar Corporation, filed with the U.S. Bankruptcy Court for the Southern District of New York its objection to the confirmation of Terrestar Corporation, et al.'s Second Amended Chapter 11 Plan. Mr. Swart, holder of 237,000 common shares of the Company, told the Court that Mohawk Capital joined in his motion. According to Mr. Swart, the TSC 2nd POR is unconfirmable and not feasible. Mr. Swar also requested that the Court direct the Debtors to appropriately modify it, or reject it as such and solicit other Plans from interested parties. Previously, the Debtors notified the Court that the confirmation hearing scheduled for April 11, 2012, was adjourned to a date to be determined by the Court. The TSC Debtors related that: -- the adjournment does not change the voting deadline or the plan objection deadline; and -- the TSC Debtors' deadline to file (a) any confirmation brief in support of the Plan; and (b) any reply to objections filed to the Plan, which was scheduled for April 6,has also been adjourned to a date to be determined by the Court. As reported in the Troubled Company Reporter on March 29, 2012, the TSC Debtors filed a Second Amended Joint Chapter 11 Plan of TerreStar Corporation, Motient Communications Inc., Motient Holdings Inc., Motient License Inc., Motient Services Inc., Motient Ventures Holding Inc., MVH Holdings Inc., TerreStar Holdings Inc. and TerreStar New York Inc. and an accompanying Disclosure Statement explaining the Plan in January. The Court approved the Disclosure Statement in an order dated Jan. 17. On Feb. 8, the TSC Debtors filed plan supplement documents. Mohawk Objection Mohawk Capital LLC, and its affiliates, holders of Series B Cumulative Convertible Preferred Stock and Common Stock of the Debtors, object to the Second Amended Plan filed the TSC Debtors because (i) the Plan valuation is contradicted by an earlier valuation that the Debtors prepared for the very same asset; (ii) the value of the TSC Debtors' one significant asset has never been market tested -- rendering any liquidation or valuation analyses as merely hypothetical; (iii) the parties driving the plan process have a significant economic interest in the counterparty to the Spectrum Lease -- the equity of which is the TSC Debtors' one significant asset -- giving the parties no incentive to seek the best value for the TSC Debtors' equity interest in the 1.4 GHz Spectrum License at the expense of their investment in One Dot Four; and (iv) the uncertainty of LigthSquared, the parent company of One Dot Four, having sufficient cash to continue to operate as a going concern and gaining necessary Federal Communications Commission approval to begin launching its wireless network, call into question One Dot Four's ability to continue to meet its obligation under the Spectrum Lease. About TerreStar Corp. TerreStar Corporation and TerreStar Holdings, Inc., filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Southern District of New York on Feb. 16, 2011. TSC's Chapter 11 filing joins the bankruptcy proceedings of TerreStar Networks Inc. and 12 other affiliates, which filed on Oct. 19, 2010. The October Chapter 11 cases are procedurally consolidated under TSN's Case No. 10-15446 under Judge Sean H. Lane. TSC is the parent company of each of the October Debtors. TSC has four wholly owned direct subsidiaries: TerreStar Holdings, Inc., TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings Inc. TSC's case is jointly administered with the cases of seven of the October Debtors under the caption In re TerreStar Corporation, et al., Case No. 11-10612 (SHL). The seven Debtor entities who sought joint administration with TSC are TerreStar New York Inc., Motient Communications Inc., Motient Holdings Inc., Motient License Inc., Motient Services Inc., Motient Ventures Holdings Inc., and MVH Holdings Inc. TSC is a Delaware corporation whose main asset is the equity in non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by the Federal Communication Commission. TSC also has an indirect 89.3% ownership interest in TerreStar Network, Inc., which operates a separate and distinct mobile communications business. TerreStar Holdings is a Delaware corporation that directly holds 100% of the interests in 1.4 Holdings LLC. TerreStar Networks -- TSN -- the principal operating entity of TSC, developed an innovative wireless communications system to provide mobile coverage throughout the United States and Canada using satellite-terrestrial smartphones. The system, however, required an enormous amount of capital expenditures and initially produced very little in the way of revenue. TSN's available cash and borrowing capacity were insufficient to cover its funding; thus, forcing TSN to seek bankruptcy protection in October 2010. TSC estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serves as counsel for the TSC and TSN Debtors. Garden City Group is the claims and notice agent. Blackstone Advisory Partners LP is the financial advisor. The Garden City Group, Inc., is the claims and noticing agent in the Chapter 11 cases. Otterbourg Steindler Houston & Rosen P.C. is the counsel to the Official Committee of Unsecured Creditors formed in TSN's Chapter 11 cases. FTI Consulting, Inc., is the Committee's financial advisor. TerreStar Networks sold its business to Dish Network Corp. for $1.38 billion. It canceled a June 2011 auction because there were no competing bids submitted by the deadline. TerreStar Networks previously filed a reorganization plan that called for secured noteholders to swap more than $850 million in debt for nearly all the equity in reorganized TerreStar. Junior creditors, however, would see little recovery under that plan while existing equity holders would be wiped out. TerreStar Networks scrapped that plan in 2011 in favor of the auction. In November 2011, TerreStar Networks filed a liquidating Chapter 11 plan after striking a settlement with creditors. The creditors' committee initiated lawsuits in July to enhance the recovery by unsecured creditors. Judge Lane approved on Feb. 14, 2012, TerreStar Networks Inc.'s Chapter 11 plan to divvy up the proceeds from the sale to Dish Network. TITAN PHARMACEUTICALS: To Raise $5.5 Million in Direct Offering --------------------------------------------------------------- Titan Pharmaceuticals, Inc., has entered into definitive agreements to sell approximately $5.5 million of shares of its common stock and warrants to purchase shares of its common stock in a registered direct offering to institutional investors. Titan will issue an aggregate of 6,517,648 shares of common stock to the institutional investors together with warrants to purchase an additional 13,035,296 shares of common stock. Each investor will receive one share of common stock, a series A warrant to purchase one share of common stock and a series B warrant to purchase one share of common stock for a purchase price of $0.85. The series A warrants have an exercise price of $1.15 per share and are exercisable commencing six months after the date of issuance through the six year anniversary of the issuance date. The series B warrants have an exercise price of $0.85 and are exercisable for six months commencing on the date of issuance. The Company intends to use the net proceeds from the offering to fund the preparation of a New Drug Application for Probuphine and for working capital and general corporate purposes. The closing of the offering is expected to occur on or about April 13, 2012, subject to customary closing conditions, at which time Titan will receive the cash proceeds and deliver the securities. Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM), acted as the exclusive placement agent for the offering. The common stock and warrants are being offered by Titan pursuant to an effective registration statement on Form S-3 filed with the Securities and Exchange Commission. A prospectus supplement relating to the offering described above will be filed with the SEC. On April 9, 2012, the Company executed Amendment No. 2 to the Rights Agreement dated Dec. 20, 2011, to provide that the provisions of the Rights Agreement will not apply to any person who becomes the beneficial owner of 15% or more of the Company's common stock as a result of purchasing securities in the Offering. A copy of the Amendment is available for free at: http://is.gd/9Nnxcv About Titan Pharmaceuticals South San Francisco, California-based Titan Pharmaceuticals, Inc., is a biopharmaceutical company developing proprietary therapeutics primarily for the treatment of central nervous system (?CNS?) disorders. For 2011, OUM & Co. LLP, in San Francisco, California, expressed substantial doubt about Titan Pharmaceuticals' ability to continue as a going concern. The independent auditors noted that the Company's cash resources will not be sufficient to sustain its operations through 2012 without additional financing, and that the Company also has suffered recurring operating losses and negative cash flows from operations. The Company reported a net loss of $15.2 million for 2011, compared with a net loss of $5.6 million for 2010. The Company's balance sheet at Dec. 31, 2011, showed $10.2 million in total assets, $30.3 million in total liabilities, and a stockholders' deficit of $20.1 million. TJ'S ALPINE: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------- Debtor: TJ's Alpine, Inc. 3269 S Alpine Road Rockford, IL 61109 Bankruptcy Case No.: 12-81398 Chapter 11 Petition Date: April 6, 2012 Court: United States Bankruptcy Court Northern District of Illinois (Rockford) Judge: Manuel Barbosa Debtor's Counsel: Linda Godfrey, Esq. A LAW OFFICE OF CROSBY AND ASSOCIATES, PC & AMERICAN LAW FIRM, PC 475 Executive Parkway Rockford, IL 61107 Tel: (815) 397-2006 Fax: (815) 394-1955 E-mail: LGodfrey@thecrosbylawfirm.com Scheduled Assets: $850,000 Scheduled Liabilities: $1,854,728 A copy of the Company's list of its five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb12-81398.pdf The petition was signed by Don Sheppard, president. TRAINOR GLASS: United Architectural Recovers $1.2 Million --------------------------------------------------------- Glassmagazine.com reports that officials from United Architectural Metals say the company recouped the $1.2 million it was owed by Trainor Glass Co. for the Firekeepers Hotel & Event Center in Battlecreek, Michigan. The bonding company for the project fully paid UAM what it was owed, according to company officials. United Architectural Metals was listed as the largest creditor in the Trainor Glass Chapter 11 bankruptcy filings. Trainor Glass Company, doing business as Trainor Modular Walls, Trainor Solar, and Trainor Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012. The Hon. Carol A. Doyle oversees the case. David A. Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel. The Debtor estimated both assets and debts of between $50 million and $100 million. Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a residential glass business in Chicago, Illinois. Trainor's business model was focused on quality fabrication, design, engineering, and installation of glass products and framing systems in virtually every architectural application, including (a) new construction, (b) green-building solutions, (c) building rehabilitation, (d) storefronts and entrances, (e) tenant interiors, and (f) custom-specialty work. The U.S. Trustee for Region 10 appointed three creditors to serve on an Official Committee of Unsecured Creditors in the Chapter 11 case of Trainor Glass Company. TRIBUNE CO: Debtor and DirecTV Settle to End Channel Blackout ------------------------------------------------------------- DirecTV and Tribune have reached a retransmission consent deal for DIRECTV to continue carrying all of Tribune's local stations and WGN America for the next five years, according to an April 4 public statement. Terms of the deal were not disclosed. On March 31, Tribune pulled out its local channels and WGN America from DirecTV. Tribune alleged that DirecTV has never compensated the broadcaster for the retransmission of its television stations. "We're pleased that Tribune and their creditors now recognize that all DirecTV wanted from day one was to pay fair market rates for their channels," said Derek Chang, executive vice president of Content, Strategy and Development, DirecTV. "It's unfortunate that Tribune was willing to hold our customers hostage in an attempt to extract excessive rates, but in the end we reached a fair deal at market rates similar to what we originally agreed to on March 29. On behalf of our customers, we are very happy to close the deal and put this behind us." Tribune restored all of their local signals and WGN America to DirecTV customers. DirectTV filed a complaint with the Federal Communications Commission against Tribune, citing more than five million DirecTV customers losing access to Tribune's 23 local stations in 19 cities since March 31. DirecTV sought immediate intervention from the federal agency against Tribune for "failing to negotiate in good faith and bringing into question whether broadcast licenses have been prematurely, and inappropriately, transferred to bankruptcy creditors," according to DirecTV's April 2 press release. DirecTV disclosed in its complaint that it negotiated with Tribune for months, "only learning on the very eve of expiration that it had never been dealing with anyone who had the authority required under the [FCC] rules." "The following day, however, Tribune reneged on the agreement. Tribune later confirmed that its management had been overruled by the hedge fund and investment bank creditors," the complaint read. 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) UNIGENE LABORATORIES: Names Zietsman as Finance Exec. Director -------------------------------------------------------------- Unigene Laboratories, Inc., has appointed Brian Zietsman, age 48, to the position of Executive Director, Finance, effective April 9, 2012. Mr. Zietsman will receive an initial annual salary of $200,000. Thereafter, the salary may be reviewed and adjusted by the Company as it will determine is appropriate. He will also participate in the Company's regular bonus program, be eligible to receive an annual bonus based on the achievement of Company-wide and individual objectives, and will be permitted to participate in such employee benefit plans as are made available by the Company to its employees generally. Mr. Zietsman will be granted an option to purchase 120,000 shares of the Company's common stock, exercisable at the closing price per share on the Effective Date. One-third of those shares will vest and become exercisable on each of the first, second and third anniversaries of the Effective Date, provided that Mr. Zietsman remains continuously employed by the Company from the Effective Date through those dates. The Company or Mr. Zietsman can terminate his employment at any time, with or without cause. Prior to joining the Company, Mr. Zietsman spent the previous 13 years in varying accounting and financial reporting positions. Most recently, Mr. Zietsman served as corporate controller for Duff & Phelps, LLC since June 2011, where he oversaw the company's accounting functions. Prior to his tenure at Duff & Phelps, LLC, Mr. Zietsman held various financial positions with Enzon Pharmaceuticals, Inc., Reliant Pharmaceuticals, Inc. and Deloitte & Touche LLP from April 1994 through May 2011. On April 4, 2012, the Company received and accepted the resignation of David S. Moskowitz, its Chief Financial Officer, who had served as the principal financial officer of the Company. As a result of Mr. Moskowitz's resignation, the Company and Mr. Moskowitz agreed to terminate Mr. Moskowitz's employment agreement effective immediately. Following Mr. Moskowitz's resignation, Mr. Moskowitz entered into a four month consulting agreement with the Company. In this capacity, Mr. Moskowitz will assist the Company with strategic planning and other related strategic initiatives. In consideration for his consulting services, Unigene will pay Mr. Moskowitz the total gross amount of $96,000 to be paid in bi- monthly, equal installments. In addition, upon the successful completion of the consultancy, 250,000 of the 750,000 options previously granted to Mr. Moskowitz under this employment agreement shall vest. The stock options will be exercisable by Mr. Moskowitz for three years following the date of the end of the consultancy. The remaining 500,000 options previously granted to Mr. Moskowitz were terminated upon termination of his employment agreement. In connection with Mr. Moskowitz's resignation, the Company has appointed Mr. Zietsman as the Company's principal financial officer, effective immediately. In addition, Mr. Zietsman will serve as the Company's principal accounting officer, effective May 16, 2012. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Unigene reported a net loss of $17.92 million in 2011, a net loss of $27.86 million in 2010, and a net loss of $13.38 million in 2009. The Company's balance sheet at Dec. 31, 2011, showed $17.67 million in total assets, $72.81 million in total liabilities and a $55.13 million total stockholders' deficit. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended Dec. 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of Dec. 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. UNISYS CORP: Moody's Revises Outlook on 'B1' CFR to Stable ---------------------------------------------------------- Moody's Investors Service affirmed Unisys Corp.'s debt ratings, including the corporate family rating of B1, senior secured of Ba1, and senior unsecured of B2. Moody's has revised the ratings outlook to stable from positive, to reflect Unisys' much higher pension funding requirement, which will strain free cash flow and is likely to keep credit metrics consistent with the B1 rating level. Ratings Rationale The change in outlook reflects Moody's view that free cash flow (FCF), although still positive, will be strained due to Unisys' expected contribution to its US and international pensions, which will increase to approximately $241 million in 2012. A similar amount of contribution to the pension plans is also likely next year, in Moody's view. Although Unisys has reduced debt rapidly and is still on plan to reduce funded debt to $210 million by December 31, 2013 (from $360 million at December 31, 2011), the pension funding could slow this rate of debt reduction. Given Moody's expectation of flat to slightly lower EBITDA on declining revenues, the large pension obligation, and the slower expected rate of debt reduction makes it likely that debt to EBITDA (after standard adjustments) will remain in the range consistent with the B1 corporate family rating. Moody's expects that Unisys will experience revenue declines in the low single digits and reduced FCF due to the increased pension funding burden, resulting in debt to EBITDA (standard adjustments) of about 4.5x by the end of 2012. The rating could be upgraded if Unisys were to demonstrate sustainable organic revenue growth, with an operating margin sustained at about 10%, and improving free cash flow, resulting in debt to EBITDA (standard adjustment, including unfunded pension obligations) of less than 3.5x and FCF to debt (standard adjustments) of at least 10% on a sustained basis. The ratings could be lowered if Moody's expects that Unisys will be unable to generate sustained profitability and positive free cash flow. The ratings could also be lowered if Moody's expects additional sizable increases in the pension funding requirement or if Unisys engages in large debt-funded share repurchases or acquisitions such that debt to EBITDA (standard adjustments) is expected to remain above 5.5x or FCF to debt (standard adjustments) to remain below 2%. Loss Given Default Adjustments: Issuer: Unisys Corporation Senior Secured Regular Bond/Debenture, Upgraded to LGD1, 07% from LGD1, 08% Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4, 59% from LGD4, 67% Outlook Actions: Issuer: Unisys Corporation Outlook, Changed To Stable From Positive The principal methodology used in rating Unisys was the Global Business and Consumer Service Industry, which can be found at www.moodys.com in the Credit Policy & Methodologies directory, in the Ratings Methodologies subdirectory. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Credit Policy & Methodologies directory. Unisys, based in Blue Bell, Pennsylvania, provides information technology services and enterprise server hardware worldwide. VMV LAND: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: VMV Land Holdings 1, LLC 3311 S. Rainbow Boulevard, Suite 209 Las Vegas, NV 89146 Bankruptcy Case No.: 12-14095 Chapter 11 Petition Date: April 6, 2012 Court: United States 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 Ave. #120 Las Vegas, NV 89129 Tel: (702) 227-0011 Fax: (702) 227-0015 E-mail: tthomas@tthomaslaw.com Scheduled Assets: $2,004,280 Scheduled Liabilities: $210,368 A copy of the Company's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb12-14095.pdf The petition was signed by William Dyer, president of Integrated Financial Associates, Inc., manager. Affiliates that previously filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Harmony Grove Holdings, LLC 10-25481 08/16/10 Integrated Financial Associates 11-13537 03/14/11 Isleton Land Holdings, LP 11-12552 02/25/11 Kings Inn Holdings, LLC 12-12101 02/28/12 Ranches Holdings, LLC 12-13157 03/20/12 Tennvada Holdings 1, LLC 11-24135 09/02/11 WESTRIDGE OFFICE: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Westridge Office, L.L.C. fka Pine Trees Office Center 70 West Long Lake, Ste. 114 Troy, MI 48098 Bankruptcy Case No.: 12-48729 Chapter 11 Petition Date: April 5, 2012 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Walter Shapero Debtor's Counsel: Jeffrey S. Grasl, Esq. MCDONALD HOPKINS, PLC 39533 Woodward Avenue, Suite 318 Bloomfield Hills, MI 48304 Tel: (248) 646-5070 E-mail: jgrasl@mcdonaldhopkins.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 four largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb12-48729.pdf The petition was signed by Michael P. Guerra, member. WETHERINGTON TRACTOR: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Wetherington Tractor Service, Inc. P.O. Box 4199 Plant City, FL 33563 Bankruptcy Case No.: 12-05305 Chapter 11 Petition Date: April 6, 2012 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Alberto F Gomez, Jr., Esq. MORSE & GOMEZ, PA 119 S. Dakota Avenue Tampa, FL 33606 Tel: (813) 301-1000 E-mail: algomez@morsegomez.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb12-05305.pdf The petition was signed by Kimball Wetherington, president. WIGGINS FARMS: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Wiggins Farms, Inc. 5918 Little Wiggins Road La Grange, NC 28551 Bankruptcy Case No.: 12-02651 Chapter 11 Petition Date: April 4, 2012 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Jason L. Hendren, Esq. HENDREN & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: (919) 573-1422 Fax: (919) 420-0475 E-mail: aspangler@hendrenmalone.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb12-02651.pdf The petition was signed by James Scott Wiggins, vice president. * "Minimal Standard of Living" Test Absolute on Discharge --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that if an individual bankrupt maintains more than a "minimal standard of living," he or she is not entitled to a partial discharge of student loan debt. The case involved an individual, age 66, who had about $220,000 in student loan debt as a consequence of obtaining multiple advanced degrees during adulthood. When he filed Chapter 7 bankruptcy, the judge discharged all except $40,000 of his student loan debt. The lender appealed and won in an opinion by U.S. District Judge Morrison C. England Jr. in Sacramento, California. Although a bankruptcy judge is entitled to discharge student loan debt partially, having more than a minimal standard of living under the "undue hardship" test requires denying discharge of all student loans. The case is Whitman v. Educational Credit Management Corp. (In re Whitman), 11-00770, U.S. District Court, Eastern District California (Sacramento). * Moody's Says US Credit Card Sector Continue to Face Challenges ---------------------------------------------------------------- The outlook for the US credit card industry remains stable, Moody's Investors Service says in a new report. The outlook reflects primarily card issuers' stronger asset quality and profitability in an improved macroeconomic environment. "Card issuers' asset quality has improved significantly over the past year on the back of stronger employment numbers, higher monthly payments by cardholders and continued 'portfolio cleansing' by issuers," says Vice President and author of the report Curt Beaudouin. "And we expect this trend to continue in 2012." Indeed, while charge-offs peaked at 11% for the Big 6 issuers in the first quarter of 2010, they are expected to be down a further 15% -- 20% this year. Beaudouin notes however that asset quality varies among the major issuers. "Together with expected balance growth of about 5%, continued improvement in asset quality should lead to a significant increase in profitability this year, with pre-tax profits likely to go up by about 35%," Beaudouin says. Reflecting their improved profitability, capital levels at the Big 6 issuers have remained strong. As a result, dividend and share repurchase increases began to take hold among the major issuers last year, with the exception of Capital One, due to its acquisitions. Despite these positives, however, the industry does continue to face significant challenges. "Credit card issuers are under intensified political and regulatory pressures," Beaudouin says. "Further, the US economy remains vulnerable to shocks from higher gas prices and geopolitical tensions, as well as from potential government policy changes early next year focusing on further fiscal tightening." The report is titled "U.S. Card Issuers Poised for Growth". * Karol K. Denniston Joins Schiff Hardin in San Francisco --------------------------------------------------------- Karol K. Denniston has joined Schiff Hardin LLP as a partner in the Restructuring, Bankruptcy and Creditors' Rights Group from Brownstein Hyatt Farber Schreck in Los Angeles. Ms. Denniston has provided bankruptcy analysis and counsel to clients for more than 20 years. Currently, her practice is focused on municipal restructurings, including neutral evaluation designed to eliminate the need for a Chapter 9 filing or make a Chapter 9 filing more efficient. Ms. Denniston played a key role in the drafting and passage of Assembly Bill 506 (AB 506), that requires municipalities in California to participate in a neutral evaluation process before filing for bankruptcy. In addition, Ms. Denniston provides bankruptcy advice and counsel in connection with structured finance transactions designed to manage credit and collection risk by utilizing appropriate debt and equity structures. She frequently represents parties in Chapter 11 proceedings, most recently representing the Official Creditors Committee in the Round Table Chapter 11. She frequently advises lenders and borrowers in distressed commercial real estate restructuring transactions and often advises private equity clients on bankruptcy risk and restructuring. Ms. Denniston appreciates the need to implement timely and cost- effective structures to resolve troubled transactions, and has a strong interest in alternative dispute resolution. She is an experienced mediator and arbitrator, and on behalf of clients has utilized all forms of alternative dispute resolution to resolve matters arising in distressed multinational transactions. Ms. Denniston lectures frequently on distressed debt trading and on the use of ADR to resolve distressed commercial transactions and disputes arising in bankruptcy proceedings, as well as international insolvency and reorganization proceedings. Ms. Denniston graduated from West Virginia University College of Law (J.D., 1985), West Virginia University (M.A., Education, with honors, 1982) and Concord College (B.A., English and Speech Communication, cum laude, 1980). * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re 1294 Jefferson LLC Bankr. C.D. Calif. Case No. 12-19284 Chapter 11 Petition filed March 15, 2012 filed pro se In re Julie Zakari Bankr. D. Ariz. Case No. 12-06522 Chapter 11 Petition filed March 29, 2012 In re Antoine Meo Bankr. N.D. Calif. Case No. 12-42748 Chapter 11 Petition filed March 29, 2012 In re Lister Harrell Bankr. S.D. Ga. Case No. 12-30112 Chapter 11 Petition filed March 29, 2012 In re Donald Chatman Bankr. N.D. Ill. Case No. 12-12757 Chapter 11 Petition filed March 29, 2012 In re Leachman Enterprises Inc. dba Auto Perks Car Sales Bankr. W.D. Ky. Case No. 12-31496 Chapter 11 Petition filed March 29, 2012 See http://bankrupt.com/misc/kywb12-31496.pdf represented by: Alisha D. Triplett, Esq. The Law Office of Alisha D. Triplett E-mail: alisha_triplett@yahoo.com In re James Whitelaw Bankr. D. Mass. Case No. 12-12593 Chapter 11 Petition filed March 29, 2012 In re Los Cuatro Amigos Real Estate Venture Group, LLC Bankr. E.D. Mich. Case No. 12-21055 Chapter 11 Petition filed March 29, 2012 See http://bankrupt.com/misc/mieb12-21055p.pdf See http://bankrupt.com/misc/mieb12-21055c.pdf represented by: Keith A. Schofner, Esq. E-mail: kaschofner@lambertleser.com In re Thomas Investments, Inc. Bankr. E.D. Mich. Case No. 12-47911 Chapter 11 Petition filed March 29, 2012 See http://bankrupt.com/misc/mieb12-47911p.pdf See http://bankrupt.com/misc/mieb12-47911c.pdf represented by: Kimberly Ross Clayson, Esq. E-mail: kclayson@schneidermiller.com In re Jose Tapia Bankr. D. Nev. Case No. 12-50716 Chapter 11 Petition filed March 29, 2012 In re Physiques Unlimited II, Inc. dba Gold's Gym /Signature Fitness Bankr. D. N.J. Case No. 12-18215 Chapter 11 Petition filed March 29, 2012 See http://bankrupt.com/misc/njb12-18215.pdf represented by: Steven D. Pertuz, Esq. Law Offices of Steven D. Pertuz, LLC E-mail: pertuzlaw@verizon.net In re New Home Temple #786, Improved, Benevolent, Protective Order of The Elks of the World, Inc. Bankr. E.D.N.Y. Case No. 12-71882 Chapter 11 Petition filed March 29, 2012 See http://bankrupt.com/misc/nyeb12-71882.pdf represented by: Roy J. Lester, Esq. E-mail: rlester@rlesterlaw.com In re PVC Management Properties, LLC Bankr. E.D.N.Y. Case No. 12-42250 Chapter 11 Petition filed March 29, 2012 filed pro se See http://bankrupt.com/misc/nyeb12-42250.pdf In re Carlos Arbona Garcia Bankr. D.P.R. Case No. 12-02342 Chapter 11 Petition filed March 29, 2012 In re George Gurkin Bankr. W.D. Tenn. Case No. 12-23401 Chapter 11 Petition filed March 29, 2012 In re Thodore Savvas Bankr. E.D. Va. Case No. 12-71394 Chapter 11 Petition filed March 29, 2012 In re Aggressive Enterprise Investments, LLC Bankr. E.D. Va. Case No. 12-71375 Chapter 11 Petition filed March 29, 2012 See http://bankrupt.com/misc/vaeb12-71375.pdf represented by: John W. Trippr, Esq. E-mail: jtripplaw@aol.com In 101 Investments, LLC Bankr. D. Ariz. Case No. 12-06613 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/azb12-06613.pdf represented by: Richard Drake, Esq. Barski Drake, PLC E-mail: rdrake@bdlawyers.com In James Counts Bankr. D. Ariz. Case No. 12-06697 Chapter 11 Petition filed March 30, 2012 In Inland Pedorthic Services, Inc. Bankr. C.D. Calif. Case No. 12-17923 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/cacb12-17923.pdf represented by: Robert B. Rosenstein, Esq. Rosenstein & Hitzeman E-mail: robert@rosenhitz.com In J. Sobie Investments, Inc. dba Foot Solutions Bankr. C.D. Calif. Case No. 12-17915 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/cacb12-17915.pdf represented by: Robert B. Rosenstein, Esq. Rosenstein & Hitzeman E-mail: robert@rosenhitz.com In Sarkis Baghikian Bankr. C.D. Calif. Case No. 12-13049 Chapter 11 Petition filed March 30, 2012 In Earl Walsh Bankr. M.D. Fla. Case No. 12-04779 Chapter 11 Petition filed March 30, 2012 In Estela's Mexican Restaurant, Inc. Bankr. M.D. Fla. Case No. 12-04935 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/flmb12-04935p.pdf See http://bankrupt.com/misc/flmb12-04935c.pdf represented by: Scott A. Stichter, Esq. Stichter, Riedel, Blain & Prosser E-mail: sstichter.ecf@srbp.com In Osprey Village Development Company, Inc. Bankr. M.D. Fla. Case No. 12-04775 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/flmb12-04775.pdf represented by: Allan C. Watkins, Esq. Watkins Law Firm, PA E-mail: court@watkinslawfl.com In Re Standard Plumbing & Supplies Co., Inc. Bankr. M.D. Fla. Case No. 12-02148 Chapter 11 Petition filed March 30, 2012 filed pro se See http://bankrupt.com/misc/flmb12-02148.pdf In Kenyatta Day Care Center Bankr. N.D. Ill. Case No. 12-13088 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/ilnb12-13088.pdf represented by: Karen J. Porter, Esq. Porter Law Network E-mail: kjplawnet@aol.com In Gwendolyn Rios Bankr. D. Kan. Case No. 12-40449 Chapter 11 Petition filed March 30, 2012 In Little Union Baptist Church Bankr. W.D. La. Case No. 12-10806 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/lawb12-10806.pdf represented by: Ralph Scott Bowie, Jr., Esq. Daye, Bowie & Beresko, APLC E-mail: rsbowie@bellsouth.net In William MacInnes Mary MacInnes Bankr. E.D. Mich. Case No. 12-21058 Chapter 11 Petition filed March 30, 2012 In Brooks Rental Properties V, LLC Bankr. W.D. Mich. Case No. 12-03141 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/miwb12-03141.pdf represented by: Robert A. Stariha, Esq. Stariha Law Offices, P.C. E-mail: slobr@sbcglobal.net In Brooks Rental Properties VII, LLC Bankr. W.D. Mich. Case No. 12-03140 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/miwb12-03140.pdf represented by: Robert A. Stariha, Esq. Stariha Law Offices, P.C. E-mail: slobr@sbcglobal.net In Kenneth Harden Bankr. W.D. Mo. Case No. 12-60560 Chapter 11 Petition filed March 30, 2012 In Brandon-Legg Development Corporation Bankr. D. Mont. Case No. 12-60490 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/mtb12-60490.pdf represented by: Gary S. Deschenes, Esq. E-mail: descheneslaw@dslawoffices.net In Dedric Ward Bankr. D. Nev. Case No. 12-13763 Chapter 11 Petition filed March 30, 2012 In Rizalino Cruz Bankr. D. Nev. Case No. 12-13754 Chapter 11 Petition filed March 30, 2012 In Bay Front Marina and Yacht Basin, LLC Bankr. D. N.J. Case No. 12-18390 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/njb12-18390.pdf represented by: Joseph J. Dochney, Esq. In Wayne Delora Bankr. D. N.M. Case No. 12-11243 Chapter 11 Petition filed March 30, 2012 In Robert Federico Bankr. S.D.N.Y. Case No. 12-35776 Chapter 11 Petition filed March 30, 2012 In Onyx Financial, LLC Bankr. W.D. Okla. Case No. 12-11557 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/okwb12-11557.pdf represented by: Jerome S. Sepkowitz, Esq. Derryberry & Naifeh, LLP E-mail: jsepkowitz@derryberrylaw.com In Guy Schutzeus Bankr. W.D. Pa. Case No. 12-21650 Chapter 11 Petition filed March 30, 2012 In James Celovsky Bankr. W.D. Pa. Case No. 12-21635 Chapter 11 Petition filed March 30, 2012 In HA-AN V, L.L.C Bankr. D. S.C. Case No. 12-02126 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/scb12-02126p.pdf See http://bankrupt.com/misc/scb12-02126c.pdf represented by: Robert H. Cooper, Esq. E-mail: bknotice@thecooperlawfirm.com In HE-HE II, L.L.C. Bankr. D. S.C. Case No. 12-02127 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/scb12-02127p.pdf See http://bankrupt.com/misc/scb12-02127c.pdf represented by: Robert H. Cooper, Esq. E-mail: bknotice@thecooperlawfirm.com In Marion Gurkin Bankr. W.D. Tenn. Case No. 12-23404 Chapter 11 Petition filed March 30, 2012 In Walkson, LP dba Tyler Cleaners Bankr. N.D. Texas Case No. 12-10099 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/txnb12-10099.pdf represented by: Kevin W. Willhelm, Esq. Law Office of Weir & Willhelm E-mail: weir_willhelm@sbcglobal.net In Terry Diehl Bankr. D. Utah Case No. 12-24048 Chapter 11 Petition filed March 30, 2012 In Laney Ross Real Estate, LLC Bankr. N.D. W.Va. Case No. 12-00464 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/wvnb12-00464.pdf represented by: Kelly Kotur, Esq. Davis Law Office E-mail: kellykoturdlo@comcast.net In Red, White & Blue Homes, LLC Bankr. N.D. W.Va. Case No. 12-00465 Chapter 11 Petition filed March 30, 2012 See http://bankrupt.com/misc/wvnb12-00465.pdf represented by: Kelly Kotur, Esq. Davis Law Office E-mail: kellykoturdlo@comcast.net In re Cardin Real Estate Group, Inc. Bankr. D. Md. Case No. 12-16196 Chapter 11 Petition filed April 2, 2012 filed pro se In re Hagin-Fewell Revitilization, LLC Bankr. D. S.C. Case No. 12-02223 Chapter 11 Petition filed April 4, 2012 filed pro se ********* 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, Ivy B. Magdadaro, 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 ***