/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120508.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, May 8, 2012, Vol. 16, No. 127 Headlines AFA FOODS: Tells Creditors It Must Stick to Schedule for June Sale AFA FOODS: Gets Final OK to Obtain $56-Mil. DIP Financing AMERICAN APPAREL: Has $47.9 Million Net Sales in April AMERICAN AXLE: Deregisters Unissued Shares Under Plans AMERICAN AXLE: To Issue 5-Mil. Shares Under 2012 Incentive Plan AMERICAN INT'L GROUP: Treasury to Reap $5.75BB in Share Sale ANTS SOFTWARE: Frank Kautzmann Succeeds Joe Kozak as CEO BABA TRADING: Case Summary & 20 Largest Unsecured Creditors BARNEYS NEW YORK: Reaches Deal to Reduce Debt by $540-Mil. BERNARD L. MADOFF: Automatic Stay Can Stop Foreign Suits BICENT POWER: Moody's Withdraws Ratings on Credit Facilities BOBBY REASONER: Case Summary & 20 Largest Unsecured Creditors BOUNDARY BAY: Plan Outline Hearing Resumes Tomorrow BUFFETS INC: Plan Confirmation Hearing Set for June 13 CARITAS HEALTH: Liberty Insurance Opposes Plan Confirmation CASCADE BANCORP: Reports $1 Million Net Income in First Quarter CANYONS PROMENADE: Voluntary Chapter 11 Case Summary CDC CORP: Target Sale a Sub Rosa Plan, Says China.com CHAMPION INDUSTRIES: In Talks with Lenders on Debt Restructuring CHENOA WELDING: Case Summary & 20 Largest Unsecured Creditors CHESAPEAKE ENERGY: Fitch Changes Rating Outlook to Negative CHURCH OF GOD: Voluntary Chapter 11 Case Summary CHURCH STREET: Committee Sues to Question Liens on D&O Claims CHURCH STREET: Can Retain Gilbert LLP as Special Insurance Counsel CIRCLE STAR: Receives $2.4 Million from Exercise of Warrants CLARE AT WATER: Lenders Want Committee's Atty. Fees Fixed at $430K CLEAR CHANNEL: Incurs $143.6 Million Net Loss in First Quarter CLEARWIRE CORP: To Sell $300 Million Class A Common Shares CLIFFS CLUB: Wants Until Sept. 25 to Decide on Unexpired Leases CHURCH STREET: Committee Taps Gilbert LLP as Mass Tort Counsel COLORADO LAND: Case Summary & 20 Largest Unsecured Creditors COMMERCE PARK: Voluntary Chapter 11 Case Summary CROWN MEDIA: Reports $12.3 Million Net Income in First Quarter DIAMOND FOODS: Names Hostess Ex-CEO Driscoll as President and CEO DIPPIN' DOTS: Assets Sold, Chapter 7 Hearing on May 25 DISSOLUTION PROPERTIES: Case Summary & 7 Largest Unsec Creditors DIVERSAPACK OF MONROE: Has Approval to Sell Assets for $3.2-Mil. DK AGGREGATES: Authorized to Sell Assets to Fusion Equities DOLE FOOD: Strategic Review Cues Fitch to Place Rating Watch Neg. DOLE FOOD: Moody's Affirms 'B1' CFR; Outlook Developing EAST HARLEM: Plan Confirmation Hearing Slated for May 30 ENERGY CONVERSION: Unit Has Access to Cash Collateral Until May 11 FIRST NATIONAL: Settles Dispute with Lenders, Wants Case Dismissal FLOAT TECH: Case Summary & 20 Largest Unsecured Creditors FOGG CONSTRUCTION: Case Summary & 8 Largest Unsecured Creditors FOXHALL INTL: Case Summary & 11 Largest Unsecured Creditors FREEZE LLC: Liquidating Plan Offers 3.2% for Unsecureds FTI SYSTEMS: Case Summary & 2 Largest Unsecured Creditors GATEWAY CENTER: Case Summary & 20 Largest Unsecured Creditors GRD HOLDING: Moody's Assigns 'B2' Rating to $360MM Secured Notes GREEN MOUNTAIN: Moody's Says Growth Slowdown a Credit Negative HAWKER BEECHCRAFT: May Terminate Benefit Pension Plans HEARTHSTONE HOMES: Committee Can Hire Gross & Welch as Counsel HEARTHSTONE HOMES: Trustee Has Initial OK to Hire McGrath North HERITAGE INVESTMENT: Case Summary & 10 Largest Unsecured Creditors HOSTESS BRANDS: Committee Taps Curtis as Conflicts Counsel HOSTESS BRANDS: Supplements Employment Deal with KPMG LLP INNER CITY: Gets Final Approval to Access Cash Collateral INNER CITY: Gets Final Approval to Incur DIP Financing INSIGNIA VESSEL: Moody's Cuts Rating on 1st Lien Bank Loan to B2 ISTAR FINANCIAL: Offering $250 Million Senior Unsecured Notes ISTAR FINANCIAL: Fitch Rates $275 Million Senior Notes 'B-/RR4' JAMES RIVER: Incurs $15.6 Million Net Loss in First Quarter KARAM INC: Case Summary & 8 Largest Unsecured Creditors LAKELAND DEVELOPMENT: Case Summary & Creditors List LEVELLAND/HOCKLEY: Ethanol Plant Auctioned for $9.21-Mil. LIBERTY HARBOR: Taps Scarpone as Special Litigation Counsel LITHIUM TECHNOLOGY: Cicco Has Until July 31 to Fund Notes LONESTAR FOXHALL: Case Summary & 20 Largest Unsecured Creditors LUMBER PRODUCTS: To Lay Off 65 Workers Including Two Executives MARIANA RETIREMENT FUND: Seeks to Pay Some Benefits MARIANA RETIREMENT FUND: Balks at Halting Worker Contributions MARIANA RETIREMENT FUND: Trustee Wants Chapter 11 Case Dismissed MARKETING WORLDWIDE: Hillair Capital Discloses 9.4% Equity Stake MAUI LAND: Swings to $244,000 Net Loss in First Quarter MF GLOBAL: $232-Mil. in Claims Change Hands in March MF GLOBAL: Deadline to Remove Actions Extended to Aug. 30 MF GLOBAL: SIPA Trustee Wants Until July 30 to Decide on Leases MORGAN INDUSTRIES: Meeting to Form Creditors' Panel on May 15 NAPLES HEALTH: Files Schedules of Assets and Liabilities NASSAU BROADCASTING: Has Court Approval to Sell Radio Stations NASSAU BROADCASTING: Holdings Object to Sale of Six Properties NELMAP LIMITED: Case Summary & Largest Unsecured Creditor NEWPAGE CORP: Wants Plan Filing Period Extended Until Sept. 1 NEWPAGE CORP: Committee Wants Standing to Sue Lenders Over LBO NIMBUS BREWING: Inks Settlement Agreement With Southwest Gas NORTHAMPTON GENERATING: Fitch Affirms & Withdraws 'D' Rating NORTHERN MARIANA: Moody's Reviews 'B2' Rating on G.O. Bonds NORTHWEST PARTNERS: Fannie Mae Says Plan Outline Lacks Info NORTHWESTERN STONE: Has Until May 16 to File Reorganization Plan NPS PHARMACEUTICALS: Incurs $10.5 Million Net Loss in Q1 OLD VILLAGE: Case Summary & 10 Largest Unsecured Creditors OSI RESTAURANT: David Deno Appointed Chief Financial Officer PACIFIC MONARCH: Hearing on Exclusivity Extensions Set for May 17 PEGASUS RURAL: Xanadoo Wireless Assets to be Auctioned in August PENN TREATY: Liquidation Petitions for PTNA and ANIC Denied PHOENIX EQ: GreenTech Disputes Fraudulent Transfer Suit PINNACLE AIRLINES: Panel Taps Imperial as Financial Advisors PINNACLE AIRLINES: Panel Taps Morrison & Foerster as Counsel PINNACLE AIRLINES: OK'd to Reject Deals with Lufthansa, et al. PINNACLE AIRLINES: Taps Barclays Capital as Investment Banker RAMSESEE INVESTMENT: Case Summary & 18 Largest Unsecured Creditors RESIDENTIAL CAPITAL: Treasury to Support Restructuring RITE AID: Prices Add-On Offering of Senior Notes RIVENDELL II: Case Summary & 5 Largest Unsecured Creditors RIVIERA PLAZA: Case Summary & 9 Largest Unsecured Creditors S.K. PROPERTIES: Case Summary & Largest Unsecured Creditor SAINT VINCENTS: Proceeds of Liquidating Trust Assets to Fund Plan SAINT VINCENTS: Togut Segal OK'd to Handle Preference Actions Work SMF ENERGY: Gets Court Approval to Auction Assets on May 25 SPECIALTY PRODUCTS: FCR Proposes Resolutions LLC as Consultants SPOT MOBILE: Lenders Demand Immediate Payment of $3-Mil. Debt SPRINT NEXTEL: CEO Waives $3.2 Million of Benefits SUMMIT PLAZA: Case Summary & 8 Largest Unsecured Creditors SUNBELT CRANES: Case Summary & 20 Largest Unsecured Creditors TENET HEALTHCARE: Sells $291.2 Million Senior Notes TOUVE LIMITED: Case Summary & 2 Largest Unsecured Creditors TRAFFIC CONTROL: Final DIP, Cash Use Hearing on Wednesday TRAFFIC CONTROL: Taps Young Conaway as Bankruptcy Co-Counsel TRAFFIC CONTROL: Marwit Capital Sues Fifth Street Finance TRAVELPORT LLC: Moody's Affirms 'Caa1' CFR; Outlook Negative TRIDENT MICROSYSTEMS: Pete Mangan Resigns as CFO U.S. EAGLE: Aqua Science OK'd as Environmental Consultants U.S. EAGLE: Has Until June 29 to Decide on Unexpired Leases U.S. EAGLE: Lee & Associates OK'd as Fullerton Property Broker U.S. EAGLE: Plan Outline Hearing Continued Until May 22 UNITED CONTINENTAL: Has $286-Mil. Net Loss in First Quarter UNITED CONTINENTAL: Gives Second Quarter Projections UNITED CONTINENTAL: To Hold Annual Meeting on June 12 UNITED CONTINENTAL: Paid $40-Mil. to CEO Smisek, 5 Others in 2011 UNIVERSITY GENERAL: To Raise $3.8-Mil. from Securities Offering USA SPRINGS: Accepting Bids for Lot Property by July 20 VALENCE TECHNOLOGY: Due Date of $3MM Loan Extended to June 30 VEBLEN EAST: Chapter 11 Reorganization Case Dismissed VELO HOLDINGS: Creditors Committee Taps Cooley LLP as Counsel VELO HOLDINGS: Taps Alvarez & Marsal as Restructuring Advisor VELO HOLDINGS: Has Final Approval to Incur $40MM DIP Financing VIKING SYSTEMS: Incurs $401,000 Net Loss in First Quarter VISUALANT INC: Expects to Close Transactions with Sumitomo by May WASHINGTON MUTUAL: Investors Barred From Filing $435-Mil. Claim WAVE HOUSE: Gets Final Order to Obtain Loan from AFCO Acceptance * Large Companies With Insolvent Balance Sheets ********* AFA FOODS: Tells Creditors It Must Stick to Schedule for June Sale ------------------------------------------------------------------ Peg Brickley at Dow Jones' DBR Small Cap reports that AFA Foods Inc., the burger maker that slid into bankruptcy on a wave of public revulsion over the food additive known as "pink slime," says there's no money to stretch out the hunt for a buyer and it must close a deal before the end of June. The Debtors will ask for approval of proposed sale procedures on May 8 at 2:00 p.m. (ET). To incentivize potential bidders and thereby maximize the potential value of their assets, the Debtors request that they be authorized, upon their receipt of any bid (or bids, if for less than substantially all assets) that the Debtors deem, in an exercise of their sound business judgment to be acceptable, to designate one or more bids as a stalking horse bid, at any time up to 24 hours before the commencement of the auction. The Debtors are proposing these key milestones under the sale procedures: * The Debtors will seek to obtain letters of intent to purchase the assets until May 29, 2012. * Until 24 hours before the auction, the Debtors may select one or more stalking horse bidders. * The Debtors will continue soliciting interest from and assisting potential bidders in conducting due diligence until June 11, 2012. * If they receive more than one qualified bid, the Debtors will conduct an auction on June 12, 2012, beginning at 10:00 a.m. The Debtors have scheduled the sale approval hearing at June 15, 11:30 a.m. Objections, if any, are due June 14, at 12:00 noon. The DIP lenders require the Debtors to consummate any sale(s) of the assets by June 28. About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the largest processors of ground beef products in the United States. The Company has five processing facilities and two ancillary facilities across the country with annual processing capacity of 800 million pounds. AFA has seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% percent of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings -- BLBT -- affected sales. Judge Mary Walrath presides over the case. Lawyers at Jones Day and Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel. FTI Consulting Inc. serves as financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, on a consolidated basis, the Debtors' books and records reflected approximately $219 million in assets and $197 million in liabilities. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of AFA Investment Inc., AFA Foods and their debtor-affiliates. McDonald Hopkins LLC and Potter Anderson & Corroon LLP represents the Committee. AFA FOODS: Gets Final OK to Obtain $56-Mil. DIP Financing --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized, on a final basis, AFA Investment Inc., et al., to, obtain debtor- in-possession financing and use cash collateral of prepetition secured entities. As reported in the Troubled Company Reporter on April 27, 2012, under the proposed DIP facility, the bankruptcy will be financed with a $56 million loan from the prepetition first lien lenders. The DIP financing will provide an opportunity for the Debtors to engage in an expedited sales process while in Chapter 11. The DIP facility will mature in 120 days after the Petition Date. The loan requires a quick-sale of the assets based on these deadlines: Sale/Procedures Motion: April 16 Procedures Order: May 14 Executed Letter of Intent: May 17 Auction: June 17 Sale Hearing and Approval: June 22 Closing: June 28 With respect to the Debtors' prepetition obligations, General Electric Capital Corp. and Bank of America Corp. are owed $11.5 million under certain term loans and $47.9 million under a revolving loan, secured by a first lien in substantially all of the Debtors' assets. Junior lenders, led by Yucaipa Corporate Initiatives Fund II, LLC, as agent, are also owed $75.6 million under a second lien credit facility. About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the largest processors of ground beef products in the United States. The Company has five processing facilities and two ancillary facilities across the country with annual processing capacity of 800 million pounds. AFA has seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% percent of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings -- BLBT -- affected sales. Judge Mary Walrath presides over the case. Lawyers at Jones Day and Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel. FTI Consulting Inc. serves as financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, on a consolidated basis, the Debtors' books and records reflected approximately $219 million in assets and $197 million in liabilities. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of AFA Investment Inc., AFA Foods and their debtor-affiliates. McDonald Hopkins LLC and Potter Anderson & Corroon LLP represents the Committee. AMERICAN APPAREL: Has $47.9 Million Net Sales in April ------------------------------------------------------ American Apparel, Inc., announced preliminary sales for the month ended April 30, 2012. The Company reported that for the month ended April 30, 2012, total net sales increased 6% to $47.9 million when compared to the month ended April 30, 2011. Between the same periods, comparable store sales on a preliminary basis increased an estimated 10% and wholesale net sales increased an estimated 4%. "We are pleased to report another month of sales growth across all three selling channels. April represents our eleventh consecutive month of comparable sales increases," said Dov Charney, Chairman and CEO. "Despite a forward shift of the Easter Holiday, we continued to see growth in our core businesses; particularly our core knits business in the retail channel." The Company will release its first quarter 2012 earnings results on Thursday, May 10, 2012, after the market close. The Company will conduct a conference call for investors at 1:30 p.m. PT the same day to discuss the Company's performance and provide an updated financial outlook for the balance of fiscal 2012. The conference call will be in a "listen-only" mode for all participants other than the sell-side and buy-side investment professionals who regularly follow the Company. The toll-free phone number for the call is (800) 706-7745 or (617) 614-3472 and the access code is 21133882. A copy of the press release is available for free at: http://is.gd/K5UdiV About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. The Company reported a net loss of $39.31 million in 2011 and a net loss of $86.31 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $324.72 million in total assets, $276.59 million in total liabilities and $48.13 million in total stockholders' equity. AMERICAN AXLE: Deregisters Unissued Shares Under Plans ------------------------------------------------------ American Axle & Manufacturing Holdings, Inc., filed with the U.S. Securities and Exchange Commission a post-effective amendment no. 1 to the Form S-8 filed on July 21, 2000, to deregister certain shares of the Company's common stock relating to shares that were registered for issuance under the Amended and Restated American Axle & Manufacturing of Michigan, Inc. Management Stock Option Plan, as amended, the American Axle & Manufacturing of Michigan, Inc. Replacement Plan, as amended, the American Axle & Manufacturing of Michigan, Inc. Non-Qualified Stock Option Agreement, dated Oct. 29, 1997, and the 1999 American Axle & Manufacturing of Michigan, Inc. Stock Incentive Plan. The Registration Statement registered a total of 11,227,155 shares under the Plans. The Company deregisters the remaining unissued shares under the Plans following the expiration of the awards under the Plans. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. The Company's balance sheet at March 31, 2012, showed $2.50 billion in total assets, $2.87 billion in total liabilities, and a $376.40 million total stockholders' deficit. * * * In January 2012, Fitch Ratings has affirmed the 'B+' Issuer Default Ratings (IDRs) of American Axle & Manufacturing. Fitch expects leverage to trend downward over the intermediate term, however, as the company gains traction on its new business wins. Looking ahead, Fitch expects free cash flow to be relatively weak, but positive, in 2012 with the steep ramp-up in new business and as the company continues to make investments in both capital assets and research and development work to support growth opportunities in its customer base and product offerings. Beyond 2012, free cash flow is likely to strengthen meaningfully as the new programs coming on line in the near term begin to produce higher levels of cash. AMERICAN AXLE: To Issue 5-Mil. Shares Under 2012 Incentive Plan --------------------------------------------------------------- American Axle & Manufacturing Holdings, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registering 5 million shares of common stock issuable under the Company's 2012 Omnibus Incentive Plan. The proposed maximum aggregate offering price is $48.7 million. A copy of the prospectus is available at http://is.gd/wSdQ0B About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. The Company's balance sheet at March 31, 2012, showed $2.50 billion in total assets, $2.87 billion in total liabilities, and a $376.40 million total stockholders' deficit. * * * In January 2012, Fitch Ratings has affirmed the 'B+' Issuer Default Ratings (IDRs) of American Axle & Manufacturing. Fitch expects leverage to trend downward over the intermediate term, however, as the company gains traction on its new business wins. Looking ahead, Fitch expects free cash flow to be relatively weak, but positive, in 2012 with the steep ramp-up in new business and as the company continues to make investments in both capital assets and research and development work to support growth opportunities in its customer base and product offerings. Beyond 2012, free cash flow is likely to strengthen meaningfully as the new programs coming on line in the near term begin to produce higher levels of cash. AMERICAN INT'L GROUP: Treasury to Reap $5.75BB in Share Sale ------------------------------------------------------------ The U.S. Department of the Treasury expects to receive an additional $750 million from its underwritten public offering of American International Group, Inc. common stock. The underwriters have exercised their over-allotment option in full to purchase approximately 24.6 million additional shares of AIG common stock at the public offering price of $30.50 per share. On May 6, Treasury agreed to sell 163,934,426 shares of its AIG common stock at $30.50 per share in an underwritten public offering. The aggregate proceeds to Treasury from the common stock offering are expected to be roughly $5.0 billion. As part of Treasury's offering, AIG agreed to purchase 65,573,770 shares at the public offering price of $30.50 per share -- representing $2.0 billion of Treasury's expected proceeds from the sale. Treasury has granted the underwriters a 30-day over- allotment option with respect to approximately 24.6 million additional shares of AIG common stock. "We're continuing to make significant progress exiting our investment in AIG," said Assistant Secretary for Financial Stability Tim Massad. "We remain hopeful that taxpayers will ultimately recover every single dollar invested in the company, which is something few would have expected during the depths of the financial crisis." The exercise of the over-allotment option increases the total number of shares sold in the offering to approximately 188.5 million. Overall, the offering is expected to reduce Treasury's remaining investment in AIG to $30 billion, consisting of approximately 1.06 billion shares of common stock; and reduce Treasury's percentage ownership of AIG's outstanding shares of common stock from 70% to 61%. In addition, the Federal Reserve Bank of New York has a remaining loan to Maiden Lane III totaling approximately $8.0 billion, without giving effect to the recently announced sales. That FRBNY loan, plus accrued interest of approximately $700 million, is collateralized by assets with a current value well in excess of the outstanding loan balance. During the financial crisis, overall support for AIG through Treasury and the FRBNY totaled approximately $182 billion. After giving effect to the common stock sale, the government's remaining investments of approximately $39 billion (consisting of the remaining Treasury common stock investment and FRBNY loan to Maiden Lane III) would represent a 79% reduction from that original $182 billion commitment. The share sale is part of Treasury's ongoing efforts to wind down the Troubled Asset Relief Program. More than 81% ($338 billion) of the $415 billion funds disbursed for TARP have already been recovered to date through repayments and other income -- before including any expected proceeds from the AIG share sale. BofA Merrill Lynch, Barclays, Citigroup, Credit Suisse, Deutsche Bank Securities, Goldman, Sachs & Co., J.P. Morgan, Macquarie Capital, Morgan Stanley, UBS Investment Bank and Wells Fargo Securities acted as Joint Book-Runners for the offering. Greenhill & Co. continues to serve as Treasury's financial agent with respect to the management and disposition of Treasury's investment in AIG. The Am Law Daily reports the law firm of Davis Polk advised Treasury on the sale. ANTS SOFTWARE: Frank Kautzmann Succeeds Joe Kozak as CEO -------------------------------------------------------- Dr. Frank N. Kautzmann III, 66, was named as Ants Software Inc.'s President, Chief Executive Officer, Chief Financial Officer, and Secretary, to serve in each such capacity at the pleasure of the Company's Board of Directors. Since January 2000, Dr. Kautzmann has been CEO/Chief Scientist at RDI Real Data, Inc., a software research and development company licensing technology to Fortune 200 companies. Other privately held companies owned by Dr. Kautzmann, include the Real Estate Almanac, a Greater Houston Area real estate software firm, whose products included pre-foreclosure reports, an automatic valuation models, and a product used by Tax Agents, Thomson-Reuters and others. Dr. Kautzmann has over 35 years of professional experience in the computer industry and specializes in Number Theory and Theoretical Computer Science for advanced systems architecture and design. Prior to establishing several companies, Dr. Kautzmann worked for Honeywell Information Systems, Director of Special Projects, The Boeing Consulting Division of The Boeing Corporation as a Principal Consultant, Director, Software, Franklin Computer, and Chief Scientist for the MITRE Corporation at NASA - Johnson Space Center. Dr. Kautzmann has also consulted for DOD agencies, NSA, and NASA, as well as most major Oil and Gas companies. Joe Kozak, the Company's former President and Chief Executive Officer, has been named a strategic advisor to the Company for six months. About Ants software ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has developed a software solution, ACS, to help customers reduce IT costs by consolidating hardware and software infrastructure and eliminating cost inefficiencies. ACS is an innovative middleware solution that accelerates database consolidation between database vendors, enabling application portability. ANTs has not filed financial statements with the Securities and Exchange Commission since May 2011, when it disclosed that it had a net loss of $27.01 million in three months ended March 31, 2011, compared with a net loss of $20.7 million in the same period in 2010. The Company's balance sheet at March 31, 2011, showed $27.2 million in total assets, $52.3 million in total liabilities, and a stockholders' deficit of $25.1 million. As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New York, expressed substantial doubt about ANTs software's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred significant recurring operating losses, decreasing liquidity, and negative cash flows from operations. The Company reported a net loss of $42.4 million for 2010, following a net loss of $23.3 million in 2009. BABA TRADING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Baba Trading, Inc. dba Discount Citi 333 S. Broadway Street Los Angeles, CA 90013 Bankruptcy Case No.: 12-25711 Chapter 11 Petition Date: May 3, 2012 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Robert N. Kwan Debtor's Counsel: Peter T. Steinberg, Esq. STEINBERG NUTTER AND BRENT, LAW CORP. 23801 Calabasas Road, Suite 2031 Calabasas, CA 91302 Tel: (818) 876-8535 Fax: (818) 876-8536 E-mail: mr.aloha@sbcglobal.net Scheduled Assets: $77,200 Scheduled Liabilities: $1,971,551 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb12-25711.pdf The petition was signed by Sagar Singh, president. BARNEYS NEW YORK: Reaches Deal to Reduce Debt by $540-Mil. ---------------------------------------------------------- Barneys New York has reached an agreement with its largest lender, Perry Capital, its sponsor, Istithmar World, and certain of its other lenders to significantly reduce the Company's debt and improve its capital structure. The transaction provides the Company with significant financial flexibility to prioritize its investment in its operations and grow the business. As part of the agreement, Perry Capital and The Yucaipa Companies have partnered to convert debt for equity in order to reduce Barneys' long-term debt from $590 million to $50 million. As a result, Perry Capital has become the majority owner of Barneys New York. "This is an exciting moment in the history of Barneys New York," said Barneys Chief Executive Officer, Mark Lee. "We are extremely pleased to have reached an agreement with our partners that will significantly reduce our debt and provide the Company with the funding to accelerate the execution of our successful business strategy. This agreement provides us with increased free cash flow that will be used to revitalize our stores, invest in Barneys.com and further enhance our customer experience at a time when our operational financial performance is very strong. Our customers, vendors and employees will benefit from this significant deleveraging which will reinforce Barneys' unique position as the preeminent luxury specialty retailer." Barneys New York reported double-digit comparable sales growth and a 40 percent increase in annual EBITDA for the full year 2011 compared to 2010. "Barneys New York is an extraordinary brand that will become even stronger through this transaction," said Richard Perry, CEO of Perry Capital. "We are confident that the new capital structure will provide the Barneys management team with the financial flexibility it needs to continue its already impressive performance. Perry Capital, Yucaipa, Istithmar World and Barneys' management team have worked together closely and cooperatively. Barneys New York is now extremely well positioned for the future." About Barneys New York Barneys New York -- http://www.Barneys.com/-- is a luxury specialty retailer with flagship stores in New York City, Beverly Hills, Chicago, Seattle, Boston, Dallas, San Francisco, Las Vegas, and Scottsdale. The Company also operates a highly successful online business at Barneys.com. Founded as a men's retailer in 1923 in downtown Manhattan it turned into an international arbiter of high style for both women and men in the 1970s and became renowned for discovering and developing new and innovative design talent. Barneys is famous for selling the most intriguing edit from the world's top designers including women's and men's ready- to-wear, accessories, shoes, jewelry, cosmetics, fragrances, and gifts for the home. * * * As reported in the Feb. 13, 2012 edition of the TCR, Standard & Poor's Ratings Services lowered the corporate credit rating on Barneys New York to 'CC' from 'CCC'. "At the same time, we lowered the issue-level rating on the company's second-lien debt to 'C' from 'CCC-'. The recovery rating is '5'. The outlook is negative," S&P said. "The downgrade reflects the hiring of a restructuring advisor and our belief that the company is highly vulnerable to default or selective default, given significant debt maturities in September 2012," said Standard & Poor's credit analyst David Kuntz. He added, "We maintain our view that the company will need to restructure its balance sheet." "We assess the company's financial risk profile as 'highly leveraged' under our criteria because of its substantially leveraged capital structure and very thin cash flow protection measures. We do not expect a meaningful improvement over the near term. As of Oct. 31, 2011, interest coverage was 0.6x, total debt to EBITDA was 18.1x, and funds from operations to total debt was 2.3%," S&P said. "The negative outlook reflects our view that the current capital structure is unsustainable and that an eventual restructuring is a likely outcome. Furthermore, the rating is also predicated on our assessment of a weak liquidity position and substantial debt maturities in September 2012. Although we expect performance gains to continue because of improved luxury consumer spending, we do not believe that credit protection metrics will change meaningfully over the near term," S&P said. BERNARD L. MADOFF: Automatic Stay Can Stop Foreign Suits -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge J. Paul Oetken ruled on May 4 in upholding a lower-court decision from October 2011, that the bankruptcy court liquidating Bernard L. Madoff Investment Securities LLC has the power to stop a lawsuit anywhere in the world. Allowing a lawsuit to proceed in another country when it would interfere with a U.S. bankruptcy "would indeed raise doubts about the reliability of America's judiciary in responding to bankruptcies in the American securities markets," Judge Oetken said in his 16-page opinion. The report recounts that Madoff trustee Irving Picard had sued customer Maxam Absolute Return Fund Ltd., seeking the return of $100 million. The same day it answered the complaint, Maxam filed a lawsuit of its own in the Cayman Islands for a ruling that it had no legal obligation to repay any money to the Madoff trustee. Although conceding its assets were in the U.S., Maxam contended it could sue in the Caymans because that's where it's incorporated. After U.S. Bankruptcy Judge Burton R. Lifland ordered Maxam to halt the suit in the Caymans, the customer appealed. According to the report, Judge Oetken rejected Maxam's argument that the automatic bankruptcy stay only stops lawsuits in the U.S. The judge cited rulings from other courts saying that a bankruptcy filing in the U.S. automatically halts actions by creditors anywhere in the world. In ruling that the automatic stay applies extraterritorially, Judge Oetken pointed to the statute which says that it applies to "property wherever located." The language, he said, was Congress' way of saying that the stay is worldwide. Judge Oetken noted that Judge Lifland properly ordered Maxam to halt and dismiss the suit. The automatic stay doesn't apply to foreign courts, only to parties to suits, he said. Judge Lifland ruled that the suit in the Cayman Islands was "void ab initio," meaning it was a nullity from the very beginning and nothing that happened in the case gave the Maxam fund any rights that could be enforced in the U.S. 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.) The SIPA Trustee has said that as of March 31, 2012, through prepetition litigation and other settlements, he has successfully recovered, or reached agreements to recover, more than $9 billion -- over 50% of the principal lost in the Ponzi scheme by those who filed claims -- for the benefit of all customers of BLMIS. The liquidation has so far has cost the Securities Investor Protection Corp. $1.3 billion, including $791 million to pay a portion of customers' claims. Mr. Picard has so far made only one distribution in October of $325 million for 1,232 customer accounts. Uncertainty created by the appeals has limited Mr. Picard's ability to distribute recovered funds. Outstanding appeals include the $5 billion Picower settlement and the $1.025 billion settlement. BICENT POWER: Moody's Withdraws Ratings on Credit Facilities ------------------------------------------------------------ Moody's Investors Service has withdrawn the first and second lien ratings of Bicent Power LLC following the company's filing for Chapter 11 bankruptcy protection and because Moody's believes it has insufficient or otherwise inadequate information to support the maintenance of the ratings. Facilities impacted include Bicent's original $330 million first lien term loan (approximately $125 million currently outstanding), $120 million letter of credit facility, and $30 million revolving credit facility as well as its $130 million second lien term loan. The filing also impacts outstanding interest rate swaps, which are first lien obligations. Ratings Rationale On April 23, Bicent Holdings and numerous affiliates including Bicent Power LLC and subsidiary operating companies, Colorado Energy Management, LLC, Rocky Mountain Power, LLC (Hardin project), and San Joaquin Cogen, LLC filed for bankruptcy protection under U.S. Chapter 11 in a court in Wilmington, Delaware. Bicent's gas-fired power project subsidiaries in Brush Colorado were excluded from the filing and continue to sell power under existing tolling agreements; equity in these subsidiaries remains pledged to the Bicent lenders. The filing was made after reaching an agreement with the first and second lien lenders, including terms for debtor-in-possession financing. Moody's last rating action for Bicent occurred in August 2011 when the first and second lien credit facilities were downgraded to B3 and Caa2 respectively and the outlook was revised to negative. The downgrades and negative outlook reflected, among other things, the potential for a near term covenant default or restructuring. Bicent Power LLC is an independent power generation company headquartered in Easton, MD owned by Beowulf Energy LLC and Natural Gas Partners. Bicent owns a portfolio of four electric power generating facilities with an aggregate capacity of 381 MW consisting of a 120 MW coal unit located in Montana (Hardin), Brush 1&3 -- a 50MW combined cycle and a 25 MW simple cycle unit, and Brush 4D -- an approximately 138 MW combined cycle unit, both located approximately 90 miles northeast of Denver Colorado, and San Joaquin Cogeneration (SJC), a 48 MW simple cycle gas fired facility located approximately 70 miles northeast of San Francisco, California. Bicent also owns Colorado Energy Management (CEM), a provider of power plant EPC, refurbishment, and O&M services. The principal methodology used in this rating was Power Generation Projects published in December 2008. BOBBY REASONER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bobby Ray Reasoner, Jr. 1821 E. 4th Street Joplin, MO 64801 Bankruptcy Case No.: 12-60820 Chapter 11 Petition Date: May 3, 2012 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Judge: Arthur B. Federman Debtor's Counsel: Diana P. Brazeale, Esq. BRAZEALE LAW FIRM, LLC 500 W. Main St., Ste 203D Branson, MO 65616 Tel: (417) 334-7494 Fax: (417) 334-7405 E-mail: diana@brazealelaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mowb12-60820.pdf BOUNDARY BAY: Plan Outline Hearing Resumes Tomorrow --------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California continued until May 9, 2012, at 10:30 a.m., the hearing to consider adequacy of the Disclosure Statement explaining Boundary Bay Capital, LLC's Chapter 11 Plan. As reported in the Troubled Company Reporter on Oct. 18, 2011, the Debtors have filed a Plan that contemplates that that creditors holding unsecured claims will become the new owners of the Debtor and all the equity interests of the current owners will be terminated. Secured creditors will be paid through the surrender or sale of their collateral or through payments over time, in some cases on a restructured basis. The payments under the Plan will be funded through the proceeds of a postpetition loan, sales of assets, and funds generated through operations. The Debtor will make periodic distributions to creditors as net proceeds become available. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/BOUNDARY_disclosurestatement.pdf About Boundary Bay Boundary Bay Capital, LLC, is a California limited liability company with its headquarters in Irvine, California. The Company was in the business of making loans secured by liens on real property and notes secured by other secured notes (which, in turn, are secured by liens or real property). The Company also owns some real property through foreclosure. Boundary Bay Capital filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011. Evan D. Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as the Debtor's bankruptcy counsel. Affiliate Cartwright Properties, LLC, filed a separate Chapter 11 petition (Bankr. C.D. Calif. Case No. 10-17823) on June 9, 2010. In its schedules, the Debtor disclosed $15.88 million in assets and $54.45 million in liabilities. BUFFETS INC: Plan Confirmation Hearing Set for June 13 ------------------------------------------------------ Mark Brandau at Nation's Restaurant News reports Buffets Inc. has disclosed that it would hold a confirmation hearing June 13 for its plan to emerge from Chapter 11 bankruptcy protection, which would require the company to close more units as it tries to rebuild traffic. According to the report, Buffets said lower guest traffic from the lingering economic downturn depressed sales and limited the company's ability to meet its debt obligations. At the time of its Jan. 18 Chapter 11 filing, the Eagan, Minn.-based company had already closed 81 of its 494 company-owned restaurants in 38 states, and its lenders had converted about $245 million in senior secured debt into an equity stake. Buffets Inc.'s plan calls for a $50 million first-lien exit facility, of which $35 million would be drawn at the time of the exit as a term loan. The company plans to increase its capital expenditures in fiscal year 2013 to start turning around traffic at remaining units. The report notes Buffets admitted in court documents that its restaurants still would be "exposed to vulnerabilities associated with being a mature concept." The report adds Buffets expects that it would emerge from bankruptcy with 398 company-owned units, comprising 170 Ryan's locations, 217 Old Country Buffet or HomeTown Buffet units, and 11 Tahoe Joe's restaurants. "The financial projections also assume the closure of underperforming stores over time," Buffets said in court filings, according to the report, "as it remains within the normal course of business to periodically determine which restaurant leases should be renewed as such leases come up for renewal or extension." The report says Buffets projects restaurant sales to remain essentially flat through the next several fiscal years, growing slightly from an expected $870 million in fiscal 2013 to $875 million in fiscal 2017. This is "primarily due to no new planned store openings, for the purposes of these projections, coupled with the closure of underperforming stores at the end of their respective lease terms," the company said in court documents. The report adds Buffets plans to offset losses with some revenue gains resulting from sales-driving initiatives planned for those years. According to the report, the company expects to gain between 2% and 3% on its restaurant-level margins over those five fiscal years as a result of closing underperforming stores. Annual marketing and general and administrative expenses are projected to decline by more than $5 million by fiscal 2017, but the lower unit count would cause a slight deleveraging and take those expenses up to 7.8% of restaurant sales, compared with current levels of 7.2% of sales. About Buffets Inc. Buffets Inc., the nation's largest steak-buffet restaurant company, operates 494 restaurants in 38 states, comprised of 483 steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R) restaurants, and franchises 3 steak-buffet restaurants in two states. The restaurants are principally operated under the Old Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R) brands. Buffets employs 28,000 team members and serves 140 million customers annually. Buffets Inc. and all of its subsidiaries filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18, 2012, after it reached a restructuring support agreement with 83% of its lenders to eliminate virtually all of the Company's roughly $245 million of outstanding debt. In its schedules Buffets Inc. disclosed $384,810,974 in assets and $353,498,404 in liabilities. The Debtors are seeking to reject leases for 83 underperforming restaurants. Buffets had 626 restaurants when it began its prior bankruptcy case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158). It emerged from bankruptcy in April 2009. Higher gasoline and energy costs, along with a decline in guest count, have hampered the Debtors' ability to service their long- term debt and caused a liquidity strain, forcing the Company to return to Chapter 11 bankruptcy. In the new Chapter 11 case, Buffets Inc.'s legal advisors are Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP. The Company's financial advisor is Moelis, Inc. Epiq Bankruptcy Solutions LLC serves as claims, noticing and balloting agent. An ad hoc committee of secured lenders is represented by Willkie Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del Genio, Gries & Co. as financial advisors. Credit Suisse, as DIP Agent and Prepetition First Lien Agent, is represented by Skadden Arps Slate Meagher & Flom as counsel. The U.S. Trustee has appointed a 5-member Official Committee of Unsecured Creditors in the Debtors' cases. In March 2012, Buffets Inc. received court approval for an incentive bonus program that may pay as much as $2.3 million to executives if cash flow targets are met. There was an April 30 hearing schedule on another program to pay bonuses for a successful sale of the business that could cost $2.7 million. In April 2012, Buffets Inc. filed an amended bankruptcy exit plan that proposes to pay $4 million to a pool of unsecured creditors who are owed more than $44 million. Unsecured creditors are expected to recover about 9% of their claims. CARITAS HEALTH: Liberty Insurance Opposes Plan Confirmation ----------------------------------------------------------- Liberty Surplus Insurance Company and other related insurance companies filed with the U.S. Bankruptcy Court for the Eastern District of New York their objection to the confirmation of Caritas Health Care, Inc.'s Second Amended Plan of Liquidation. Liberty, which issued certain insurance policies and has unliquidated claims against Debtors, explains that the Plan, among other things: -- improperly impairs Liberty's contractual rights and releases the Debtors' reciprocal contractual obligations while preserving Debtors' rights to seek insurance coverage; and -- fails to satisfy minimum requirements for confirmation under Section 1129 of the Bankruptcy Code because: (a) it purports to assume the benefits under the insurance agreements without complying with Section 365(b) of the Bankruptcy Code; and (b) it is not fair and equitable as to Liberty. The Chapter 11 Plan The Debtors have filed a Chapter 11 plan that provides a means by which the proceeds of the liquidation of the Debtors' assets will be distributed under Chapter 11 of the Bankruptcy Code. The Debtors have consummated the sale of substantially all of their physical assets. The Plan implements the distribution of the proceeds of asset sales to holders of allowed Claims, and provides for liquidation of any remaining assets and a process for recovery of any causes of action belonging to the Debtors' and their estates. According to a plan supplement, the Debtors and the plan administrator, as applicable, will retain and may enforce all rights to commence and pursue, as appropriate, any and all causes of action. A full-text copy of the Plan Supplement is available for free at http://bankrupt.com/misc/CARITASHEALTH_plan_supplement.pdf A copy of the Second Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/CARITAS_HEALTH_ds_2ndamended.pdf About Caritas Health Care Caritas Health Care Inc. was the owner of Mary Immaculate Hospital and St. John's Queens Hospital. Caritas, created by Wyckoff Heights Medical Center, purchased the two hospitals in a bankruptcy sale in early 2007 from St. Vincent Catholic Medical Centers of New York. St. John's has 227 generate acute-care beds while Mary Immaculate has 189. Caritas Health Care, Inc., and eight of its affiliates sought chapter 11 protection (Bankr. E.D.N.Y., Case No. 09-40901) on Feb. 6, 2009. Jeffrey W. Levitan, Esq., and Adam T. Berkowitz, Esq., at Proskauer Rose, LLP, represent the Debtors. Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston & Bird LLP, represent the official committee of unsecured creditors. Caritas sold the hospitals to Joshua Guttman in November 2009 for $17.7 million. CASCADE BANCORP: Reports $1 Million Net Income in First Quarter --------------------------------------------------------------- Cascade Bancorp filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $1.05 million on $14.59 million of total interest income for the three months ended March 31, 2012, compared with net income of $31.04 million on $18.30 million of total interest income for the same period during the prior year. The Company's balance sheet at March 31, 2012, showed $1.31 billion in total assets, $1.17 billion in total liabilities, and $134.05 million in total stockholders' equity. Terry Zink president and CEO of Cascade Bancorp commented, "I am excited with our first quarter profit. Cascade Bancorp has fought its way through a tough economic cycle and we believe that we are finally climbing out. We believe that we have sufficient capital and reserves and are focused on helping to revitalize the communities we serve. Our top priority is putting local deposits to work in the form of business and consumer loans, including mortgages." He continued, "We are aggressively pursuing new opportunities to provide quality credit to help businesses expand, foster job creation and continue to contribute to the economies of Oregon and Idaho which we are proud to serve." Lee Appointed Chief Credit Officer Mr. Zink has also announced that Daniel Lee has been appointed to serve as Executive Vice President and Chief Credit Officer of Cascade Bancorp and Bank of the Cascades. In this role, Mr. Lee has assumed responsibility for the oversight and administration of the bank's loan portfolio including all consumer, mortgage and business loans and lines of credit. Mr. Lee's focus will be on ensuring the quality of the loan portfolio while making competitive credit opportunities available to the bank's markets. Mr. Lee brings over thirty years of banking and financial expertise, including executive positions with a number of organizations. He most recently served at as Executive Vice President at a $2 billion bank in Indianapolis, Indiana. Mr. Lee holds a BS and MBA from Indiana University. Throughout his career Lee has been actively involved with community and industry leadership programs. Mr. Zink commented, "It is a pleasure to welcome Dan to our team and to the Pacific Northwest as he brings valuable expertise and insights. I look forward to Dan helping us build a strong community bank for our customers and investors." A copy of the Form 10-Q is available for free at: http://is.gd/uftxSX About Cascade Bancorp Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its wholly-owned subsidiary, Bank of the Cascades, offers full-service community banking through 32 branches in Central Oregon, Southern Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho. Cascade Bancorp has no significant assets or operations other than the Bank. Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank of The Cascades. The rating company says that the institution currently demonstrates what it considers to be significant weaknesses and has also failed some of the basic tests it uses to identify fiscal stability. "Even in a favorable economic environment," Weiss says, "it is our opinion that depositors or creditors could incur significant risks." Cascade reported a net loss of $47.27 million in 2011, a net loss of $13.65 million in 2010, and a net loss of $114.83 million in 2009. CANYONS PROMENADE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Canyons Promenade, LLC Hutchison & Steffen 10080 W. Alta Drive Suite 200 Las Vegas, NV 89145 Bankruptcy Case No.: 12-15295 Chapter 11 Petition Date: May 2, 2012 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Jeffrey R. Hall, Esq. HUTCHISON & STEFFEN, LLC 10080 W. Alta Drive, Suite 200 Las Vegas, NV 89145 Tel: (702) 385-2500 Fax: (702) 385-2086 E-mail: jhall@hutchlegal.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Paul V. Torralva, managing member. CDC CORP: Target Sale a Sub Rosa Plan, Says China.com ----------------------------------------------------- CDC Corp. shareholder China.com asks the U.S. Bankruptcy Court for the Northern District of Georgia to deny the CDC's motion seeking Court approval for the Chief Restructuring Officer to, inter alia: a) arrange and close sales of the Debtor's interests in Games and Global Services and subsidiaries in the Games and Global Services group of companies; and b) opt out of the requirements under 11 U.S.C. Sec. 363 and F.R.B.P. Rule 2002, that the CRO need only give notice of a proposed sale of the Target Assets to a select group of parties on the sale notice short list. As reported in the Troubled Company Reporter on April 24, 2012, CDC Corp. filed with the Court a motion for approval of procedures related to the sale of certain assets owned by some of the Debtor's non-Debtor subsidiaries in the Games and Global Services groups of companies and of the shares of those non-Debtor subsidiaries. Many of these companies relied on their business relationships with CDC Software, which relationships no longer exist following the sale of CDC to Archipelago Holdings in March 2012. China.com objects to the procedures motion on these grounds: -- it is an impermissible sub rosa plan which seeks to liquidate the Target Assets without the need for the CRO to receive approval from the parties entitled to vote to accept or reject a plan, and without approval from the Debtor's board of directors; and -- the factual allegations for the CRO's request to be excused from the requirements are unsupported by the facts and circumstances of the case. About CDC Corp. Based in Atlanta, CDC Corp. (Nasdaq: CHINA) -- http://www.cdccorporation.net/-- is the parent company of CDC Software (Nasdaq: CDCS). CDC Software is based dually in Shanghai, China, and Atlanta and produces enterprise software applications, IT consulting services, outsourced applications development and IT staffing. The company's owners include Asia Pacific Online Ltd., Xinhua News Agency and Evolution Capital Management. CDC Corporation, doing business as Chinadotcom, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011. James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA, in Atlanta, Georgia, serves as counsel. Moelis & Company LLC serves as its financial advisor and investment banker. Marcus A. Watson at Finley Colmer and Company serves as chief restructuring officer. The Debtor estimated assets and debts at US$100 million to US$500 million as of the Chapter 11 filing. The Official Committee of Equity Security Holders of CDC Corporation is represented by Troutman Sanders. The Committee tapped Morgan Joseph TriArtisan LLC as its financial advisor. Finley Colmer and Company's Marcus A. Watson has been named as chief restructuring officer. In March, CDC Corp. sold its 87% interest in CDC Software Corp. to Vista Equity Partners affiliate Archipelago Holdings Inc. for nearly $250 million. CDC and the official equity committee filed a Chapter 11 plan paying creditors in full and calling for distribution to shareholders. Subsidiary China.com filed a competing reorganization plan. CDC interprets the rival plan as giving releases of claims that CDC's plan would prosecute instead. China.com failed in its effort to have the Debtor's Chapter 11 case dismissed. CHAMPION INDUSTRIES: In Talks with Lenders on Debt Restructuring ---------------------------------------------------------------- In a regulatory filing with the U.S. Securities and Exchange Commission, Champion Industries, Inc., disclosed that it continues to have ongoing dialogue with Fifth Third Bank and the syndicate of banks with respect to a forbearance agreement regarding the events of default or an amendment/restructuring of the existing debt. A total of $43,305,000 of current and long-term debt and outstanding revolving line of credit borrowings are subject to accelerated maturity and, as such, the Lenders may, at their option, give notice to the Company that amounts owed are immediately due and payable. Champion Industries had entered into a Limited Forbearance Agreement and Third Amendment to Credit Agreement which provides, among other things, that during a forbearance period commencing on Dec. 28, 2011, and ending on April 30, 2012, the Lenders were willing to temporarily forbear exercising certain rights and remedies available to them, including acceleration of the obligations or enforcement of any of the liens provided for in the Credit Agreement among the Company, as Borrower, various Lenders and Fifth Third Bank as Lender and Administrative Agent dated Sept. 14, 2007, as amended. The Forbearance Agreement expired at the close of business on April 30, 2012, and on May 2, 2012, Fifth Third Bank, the Administrative Agent under the Credit Agreement, sent the Company a Notice of Default and Reservation of Rights, advising that the Company is in default under provisions of the Credit Agreement requiring it to maintain certain financial ratios. The Notice of Default also advised that the Administrative Agent has not waived the Events of Default and reserves all rights and remedies as a result thereof. Those remedies include, under the Credit Agreement, the right to accelerate and declare due and immediately payable the principal and accrued interest on all loans outstanding under the Credit Agreement. The Notice of Default further stated that any extension of additional credit under the Credit Agreement would be made by the Lenders in their sole discretion without any intention to waive any Events of Default. Regardless of the Company's inability to remain in compliance with certain financial covenants, the Company has made every scheduled payment of principal and interest. The principal payments made by the Company from the loan inception in September 2007 through April 30, 2012, aggregated approximately $42.2 million or 49.4% of the initial balance outstanding at September 2007 of approximately $85.5 million, during a significant economic and secular downturn within the economy. The Forbearance Agreement provided that if the Company, the Administrative Agent and applicable Lenders do not enter into a new agreement or an amendment to the Forbearance Agreement by April 30, 2012, the defaults will be deemed existing and unsecured and any remaining funds in the cash collateral account, currently $500,000, will be immediately available to the Administrative Agent pursuant to the Contribution Agreement and Cash Collateral Security Agreement dated March 31, 2010, among the Company, the Administrative Agent and Marshall Reynolds. The Company has received no notification from the Administrative Agent regarding the use of cash collateral as a result of the Company's inability to remain in compliance with certain financial covenants. The Company has continued to work with the investment banking group of Raymond James & Associates, Inc., to assist it with a restructuring or refinancing of the existing debt and other potential transaction alternatives. A copy of the Form 8-K is available for free at: http://is.gd/QJN4ou About Champion Industries Champion Industries, Inc., is a commercial printer, business forms manufacturer and office products and office furniture supplier in regional markets in the United States. The Company also publishes The Herald-Dispatch daily newspaper in Huntington, WV. The Company's sales force sells printing services, business forms management services, office products, office furniture and newspaper advertising. Its subsidiaries include Interform Corporation, Blue Ridge, Champion Publishing, Inc., The Dallas Printing, The Bourque Printing, The Capitol, and The Herald- Dispatch. The Company's balance sheet as of Oct. 31, 2011, $82.02 million in total assets, $61.09 million in total liabilities, and $20.92 million in total shareholders' equity. CHENOA WELDING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Chenoa Welding and Fabrication, Inc. 322 Morehead Street Chenoa, IL 61726 Bankruptcy Case No.: 12-71067 Chapter 11 Petition Date: May 3, 2012 Court: U.S. Bankruptcy Court Central District of Illinois (Springfield) Judge: Mary P. Gorman Debtor's Counsel: Sumner Bourne, Esq. RAFOOL, BOURNE & SHELBY, P.C. 411 Hamilton Boulevard, #1600 Peoria, IL 61602 Tel: (309) 673-5535 E-mail: sbnotice@mtco.com Scheduled Assets: $3,126,996 Scheduled Liabilities: $3,952,688 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ilcb12-71067.pdf The petition was signed by Joseph J. Wochner, Jr., president. CHESAPEAKE ENERGY: Fitch Changes Rating Outlook to Negative ----------------------------------------------------------- Fitch Ratings has revised Chesapeake Energy Corporation's Rating Outlook to Negative from Stable. In addition, Fitch affirms the company's existing ratings. Approximately $13 billion in debt is affected by the rating action. The revised Outlook stems from a still aggressive capital spending program for 2012 in a very weak natural gas environment. The company's 2012 spending plans remain essentially unchanged in terms of magnitude and will create a large funding gap between cash flow from operations and capital spending and leasehold acquisitions which is expected to be filled mostly from proceeds from asset sales and various monetizations. Given the size of this gap (estimated by Fitch to be approximately $10 billion for 2012) Fitch believes that the company's credit quality is likely to come under pressure. As result of weak natural gas prices, operating cash flow before changes in working capital was just $910 million for the quarter. The difference between this and amounts spent during the quarter for capital expenditures and leasehold acquisition led to an increase in long-term debt of approximately 23%, from $10.6 billion at year-end 2011 to approximately $13 billion at March 31, 2012. Long-term debt plus non-controlling interests increased 29% to $15,455 at March, 31, 2012 from $11,963 at year-end 2011. Given the weak natural gas pricing environment, there exists the potential for a shortfall or delay in some of the expected proceeds from the remaining planned asset sales and monetizations this year. In the first quarter (1Q), Chesapeake announced an upward revision to 2012 capex guidance for well costs on proved properties from the $6 billion-$6.5 billion range to the $6.5 billion-$7 billion range, and for acquisition of unproved properties from $1.4 billion to $1.6 billion, despite the dramatic fall-off in organic cash flow from weak natural gas prices. Also of note was the fact that the company spent $2,182 million and $1,079 million in these categories respectively in the 1Q. While it had been clear that the 1Q would be higher than the remainder of the year due to time required to ramp down spending, these levels leave relatively little room in the next three quarters for the company to stay within its full year capex guidance. Fitch anticipates the company will be sharply free cash flow negative over the next three years. Chesapeake also announced an increase in the projected level of asset sales to meet the company's funding needs: Chesapeake has increased its planned asset sales in 2012 from $10 billion-$12 billion to $11.5 billion-$14 billion range. The inventory of assets to sell is deep (Permian Basin, Mississippi Lime, Eagle Ford VPP, Chesapeake Oilfield Services IPO), but the extent of sales raises questions about the ability to execute on all of these transactions in such a short timeframe, and the potential impact that sales could have on core operations and medium term growth prospects. The largest mitigating factors to this concern are Chesapeake's robust track record in executing monetizations at attractive valuations over the past four years, and the updated guidance still provides for $1.6 billion-$2.65 billion in post- asset sale free cash flow for debt pay down (before working capital changes). This debt is not maturing in 2012, which provides some flexibility to the expected funding requirements. Catalysts for a downgrade center among other things on the potential for further increases in debt levels, driven by failure to stay within outlined capital spending targets; further erosion in natural gas pricing; an inability to execute on asset monetizations on a timely basis, or a shortfall in monetization proceeds. Other negative catalysts include additional encumbrances of assets, or downward revisions to production guidance for 2012 or 2013. Corporate governance and Board of Director oversight remains a concern. Some initial steps have been recently taken that could positively affect governance and oversight over the long term. However, these are only initial steps and bear monitoring as governance and oversight can pose indirect issues for bondholders. Liquidity is primarily provided by the company's $4 billion senior secured revolver due 2015. Nearer-term maturities for Chesapeake are $464 million in 2013 and $1.6 billion in 2015. Key covenants are primarily associated with the senior secured credit facility and include maximum debt-to-book capitalization (70% covenant threshold) and maximum total debt-to-EBITDA (4.0 times [x] covenant level). Fitch has affirmed the ratings for Chesapeake as follows: -- Issuer Default Rating (IDR) at 'BB'; -- Senior unsecured debt at 'BB'; -- Senior secured revolving credit facility at 'BBB-'; -- Convertible preferred stock at 'B+'. The Rating Outlook is Negative. CHURCH OF GOD: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Church of God in Christ aka The Greater Love. 159 Dixon Rd. Milpitas, CA 95035 Bankruptcy Case No.: 12-53399 Chapter 11 Petition Date: May 3, 2012 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Stephen L. Johnson Debtor's Counsel: Charles B. Greene, Esq. LAW OFFICES OF CHARLES B. GREENE 84 W Santa Clara St. #770 San Jose, CA 95113 Tel: (408) 279-3518 E-mail: cbgattyecf@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Johnie Q. Jones, CEO. CHURCH STREET: Committee Sues to Question Liens on D&O Claims ------------------------------------------------------------- The Official Unsecured Creditors Committee in the Chapter 11 cases of Church Street Health Management, LLC, et al., files with the U.S. Bankruptcy Court for the Middle District of Tennessee a complaint against prepetition lenders SSO Funding Corp., SSH Funding Corp., CIT Healthcare LLC, as collateral agent and administrative Agent, and American Capital Ltd., as collateral agent to determine the validity, priority, or extent of liens or other interest in property. Specifically, the Committee asks that the Court: A) determine the validity, priority, and extent of any lien in the D&O Policies, the D&O Claims, and the Commercial Tort Claims, and make a specific finding that the Prepetition Lenders do not have a valid lien in these policies, including the proceeds thereof; and B) declare and resolve the extent, validity, and priority of the parties' rights in the D&O Policies, the D&O Claims, and the Commercial Tort Claims, including the proceeds thereof, and issue a declaratory judgment that the Prepetition Lenders do not have a lien on the D&O Policies, the D&O Claims, and the Commercial Tort Claims, including the proceeds thereof. The Committee relates that pursuant to a Second Lien Credit Agreement dated Feb. 1, 2012, among SSO as borrower, certain of the prepetition secured lenders and the Prepetition Agent, the Prepetition Second Lien Lenders provided a second lien secured credit facility comprised of up to $25,000,000 in aggregate principal amount of term loans. The Prepetition Lenders assert that under the terms of the Prepetition Credit Documents, they were granted by the Debtors security interests in and liens on substantially all assets of the Debtors. About Church Street Church Street Health Management, LLC, a provider of management services for 67 dental practices in 22 states, filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville, Tennessee on Feb. 20, 2012. The following day, four affiliates, Small Smiles Holding Company, LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577). As of the Petition Date, the Debtors' assets have book value of $895 million, with debt totaling $303 million. There is about $131.5 million owing on first-lien obligations, plus $25.6 million on a second-lien obligation. There is an additional $152 million on three subordinated debts. The company's finances are structured to comply with Islamic Shariah financing regulations. In the Chapter 11 cases, the Debtors have engaged Waller Lansden Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal Healthcare Industry Group, LLC, as financial and restructuring advisor. Martin McGahan, a managing director at A&M, will serve as chief restructuring officer of Church Street. Morgan Joseph TriArtisan, LLC, is the investment banker. Garden City Group is the claims and notice agent. Garrison Investment Group is providing funding for the Chapter 11 case. The credit agreement will provide the Debtor with up to an aggregate principal amount of $12 million in a revolving credit facility. CHURCH STREET: Can Retain Gilbert LLP as Special Insurance Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in the Church Street Health Management, LLC, et al., bankruptcy case sought and obtained authorization from the Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the Middle District of Tennessee to retain Gilbert LLP as special insurance and mass tort counsel. Gilbert will: a. assist the Committee in evaluating the Debtors' insurance coverage; b. advise the Committee on steps to be taken to preserve and maximize insurance coverage; and c. assist the Committee with the negotiation and implementation of mechanisms to resolve personal injury claims in connection with a plan of reorganization, including, potentially, the negotiation of channeling injunctions, post-confirmation trust structures, claims resolution procedures, and trust funding for any trust established under a plan to resolve claims. The primary focus of Gilbert LLP's work in the case is to assist the Committee in an anticipated mediation and negation process with the goal of achieving resolution of the personal injury claims and structuring a process for the payment of the claims. The feasibility of the process is likely dependent on reaching a settlement with one or more insurer group. Gilbert is willing to make its fees contingent upon the implementation of a settlement with one or more insurers or the successful confirmation of a plan of reorganization that provides for a mechanism that will resolve and pay allowed personal injury claims. In the event that there is an insurance settlement or a successful confirmation of plan of reorganization, Gilbert attorneys' fees will be reimbursed from the settlement proceeds generated in the context of the settlement(s) or funded in connection with the confirmation of the plan. In any event, Gilbert has agreed to subordinate its allowed administrative claim for attorneys' fees in these cases to the approved fees and expenses of the Committee's general bankruptcy counsel to the extent of the existing carve-out for the Committee's fees and expenses. Gilbert will only participate in the Carve Out for the reimbursement of its actual out of pocket expenses. Payment of any fees and expenses will be subject to the Court's approval. Craig J. Litherland, a partner at Gilbert, attested to the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Church Street Church Street Health Management, LLC, a provider of management services for 67 dental practices in 22 states, filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville, Tennessee on Feb. 20, 2012. The following day, four affiliates, Small Smiles Holding Company, LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577). As of the Petition Date, the Debtors' assets have book value of $895 million, with debt totaling $303 million. There is about $131.5 million owing on first-lien obligations, plus $25.6 million on a second-lien obligation. There is an additional $152 million on three subordinated debts. The company's finances are structured to comply with Islamic Shariah financing regulations. In the Chapter 11 cases, the Debtors have engaged Waller Lansden Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal Healthcare Industry Group, LLC, as financial and restructuring advisor. Martin McGahan, a managing director at A&M, will serve as chief restructuring officer of Church Street. Morgan Joseph TriArtisan, LLC, is the investment banker. Garden City Group is the claims and notice agent. Garrison Investment Group is providing funding for the Chapter 11 case. The credit agreement will provide the Debtor with up to an aggregate principal amount of $12 million in a revolving credit facility. CIRCLE STAR: Receives $2.4 Million from Exercise of Warrants ------------------------------------------------------------ Circle Star Energy Corp. announced receipt of $2,400,000 from the early exercise of warrants issued as part of Circle Star's unit offering in June 2011. The units consisted of one share of common stock and one common stock purchase warrant exercisable to acquire one share of common stock at an exercise price of $0.50 through June 15, 2013. The warrants were fully exercised. Circle Star intends to use the proceeds to fund repayment of debt obligations, acquisition capital needs or general corporate purposes. Circle Star CEO, Jeff Johnson, commented, "We view these exercises as a vote of confidence from our shareholders. This investment demonstrates support of the Circle Star team and our vision and strategy. This capital will be used in a prudent manner to expand the growth potential of Circle Star in our effort to generate shareholder value." The Company issued 4,800,000 shares of common stock in connection with the exercise of 4,800,000 share purchase warrants as $0.50 per share. The common stock issued in connection with the warrant exercise have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws. About Circle Star Houston, Tex.-based Circle Star Energy Corp. owns royalty, leasehold, operating, net revenue, net profit, reversionary and other mineral rights and interests in certain oil and gas properties in Texas. The Company's properties are in Crane, Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson, Fayette, and Lee Counties. The Company's balance sheet at Jan. 31, 2012, showed $3.91 million in total assets, $6.75 million in total liabilities and a $2.84 million total stockholders' deficit. The Company said in its quarterly report for the period ended Jan. 31, 2012, that there is substantial doubt about its ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon continued financial support from the Company's shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company can give no assurance that future financing will be available to it on acceptable terms if at all or that it will attain profitability. These factors raise substantial doubt about the Company's ability to continue as a going concern. CLARE AT WATER: Lenders Want Committee's Atty. Fees Fixed at $430K ------------------------------------------------------------------ The Prepetition Lender Parties in the Chapter 11 cases of The Clare at Water Tower, ask the U.S. Bankruptcy Court for the Northern District of Illinois to enter an order: i) limiting the Official Committee of Unsecured Creditors Professional Fee Budget to $430,000; ii) providing that consideration and any ultimate approval and direction of payment of Committee Professional Fees and Expenses in excess of the Committee Professional Fee Budget will be in accordance with the standards set forth in Section 506(c) of the Bankruptcy Code. The Prepetition Lender Parties consist of The Bank of New York Mellon Trust Company, N.A., as master trustee under a Master Trust Indenture, dated as of July 1, 2010, (as amended), and as series trustee under various series indentures, Wells Fargo Bank, N.A., as successor series trustee for the Series 2010 Bonds and Bank of America, N.A., on behalf of itself and certain prepetition letter of credit banks. The Prepetition Lender Parties relate that they have reviewed the Committee Professionals' Monthly Fee Statements and have attempted to resolve disputes with respect thereto with the Committee Professionals. The attempts have been unsuccessful and, as such, the Prepetition Lender Parties have filed appropriate notices of objection to the Committee Professionals' Monthly Fee Statements. According to the Prepetition Lender Parties, the motion must be granted because of: -- failure to provide adequate protection; -- at a minimum, the Committee professional fees and expenses are unreasonable and unnecessary; and -- the nonconsensual use of cash collateral for payment of Committee fees and expenses is tantamount to a charge of the fees and expenses against the Prepetition lender Parties' collateral and must therefore be subject to the showing required under Section 506(c) of the Bankruptcy Code. About The Clare at Water Tower The Clare at Water Tower is an upscale 334-unit high-rise continuing-care retirement community in Chicago, Illinois. The project is only 42% occupied because the target population either hasn't been able to sell homes or lacks sufficient cash to make required deposits as the result declining investments following the recession. The facility is a 53-story building on land rented from Loyola University of Chicago. The facility is managed and developed by a unit of the Franciscan Sisters of Chicago, who invested more than $14 million. The project opened in December 2008. Residents must make partially refundable deposits ranging from $263,000 to $1.2 million. Monthly fees are an additional $2,700 to $5,500. The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million in tax-exempt bond financing used to build the project. Judge Susan Pierson Sonderby presides over the case. Matthew M. Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel. Houlihan Lokey Capital, Inc., as its investment banker and financial advisor. Deloitte Financial Advisory Services LLP serves as restructuring advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. The Debtor, in its amended schedules, disclosed $56.8 million in assets and $321.7 million in liabilities. The petition was signed by Judy Amiano, president. The Official Committee of Unsecured Creditors proposed to retain SNR Denton US LLP as counsel. The Committee also tapped FTI Consulting, Inc., as its financial advisor. CLEAR CHANNEL: Incurs $143.6 Million Net Loss in First Quarter -------------------------------------------------------------- Clear Channel Communications, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $143.63 million on $1.36 billion of revenue for the three months ended March 31, 2012, compared with a net loss attributable to the Company of $131.83 million on $1.32 billion of revenue for the same period during the prior year. The Company's balance sheet at March 31, 2012, showed $16.48 billion in total assets, $24.29 billion in total liabilities, and a $7.80 billion total members' deficit. "Since the start of 2012, we have continued to invest in our rapidly growing digital products and services, while strengthening our operations to better serve our marketing partners and our consumers," Chief Executive Officer Bob Pittman said. "We have enhanced our ability to help our partners take advantage of the unique size and scale of our media, entertainment and outdoor assets, with a particular focus on multi-platform solutions that no other company is able to deliver." Bankruptcy Warning At March 31, 2012, the Company had $20.7 billion of total indebtedness outstanding. The Company said in its quarterly report for the period ended March 31, 2012, that its ability to restructure or refinance the debt will depend on the condition of the capital markets and the Company's financial condition at that time. Any refinancing of the Company's debt could be at higher interest rates and increase debt service obligations and may require the Company and its subsidiaries to comply with more onerous covenants, which could further restrict the Company's business operations. The terms of existing or future debt instruments may restrict the Company from adopting some of these alternatives. These alternative measures may not be successful and may not permit the Company or its subsidiaries to meet scheduled debt service obligations. If the Company and its subsidiaries cannot make scheduled payments on indebtedness, the Company or its subsidiaries, as applicable, will be in default under one or more of the debt agreements and, as a result the Company could be forced into bankruptcy or liquidation. A copy of the Form 10-Q is available for free at: http://is.gd/jR2Omf About Clear Channel San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) -- http://www.ccmediaholdings.com/-- is the parent company of Clear Channel Communications, Inc. CC Media Holdings is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and premier opportunities for advertisers. The Company's businesses include radio and outdoor displays. Clear Channel reported a net loss of $302.09 million on $6.16 billion of revenue in 2011, compared with a net loss of $479.08 million on $5.86 billion of revenue in 2010. The Company had a net loss of $4.03 billion on $5.55 billion of revenue in 2009. * * * The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings has affirmed the 'CCC' Issuer Default Rating of Clear Channel Communications, Inc., and the 'B' IDR of Clear Channel Worldwide Holdings, Inc., an indirect wholly owned subsidiary of Clear Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor advertising subsidiary. The Rating Outlook is Stable. Fitch's ratings concerns center on the company's highly leveraged capital structure, with significant maturities in 2014 and 2016; the considerable and growing interest burden that pressures free cash flow; technological threats and secular pressures in radio broadcasting; and the company's exposure to cyclical advertising revenue. The ratings are supported by the company's leading position in both the outdoor and radio industries, as well as the positive fundamentals and digital opportunities in the outdoor advertising space. CLEARWIRE CORP: To Sell $300 Million Class A Common Shares ---------------------------------------------------------- Clearwire Corporation entered into a sales Agreement with Cantor Fitzgerald & Co. pursuant to which the Company may offer and sell shares of its Class A Common Stock having an aggregate offering price of up to $300,000,000 from time to time through CF&Co, as sales agent. Subject to the terms and conditions of the Sales Agreement, CF&Co will use its commercially reasonable efforts to sell shares of Class A Common Stock on the Company's behalf on a daily basis or as otherwise agreed by the Company and CF&Co. The Company will pay CF&Co a commission equal to 2.0% of the gross sales price per share of Class A Common Stock sold under the Sales Agreement. The Company has also agreed to reimburse CF&Co for certain of its expenses as set forth in the sales agreement and to indemnify CF&Co against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that CF&Co may be required to make in respect of those liabilities. The Company and CF&Co each have the right, by giving written notice as specified in the Sales Agreement, to terminate the Sales Agreement in each party's sole discretion at any time. A copy of the Sales Agreement is available for free at: http://is.gd/PkOve3 About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a provider of 4G mobile broadband network services in 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. The Company reported a net loss of $2.30 billion in 2010 and a net loss of $1.25 billion in 2009. The Company also reported a net loss attributable to Clearwire Corporation of $480.48 million for the nine months ended Sept. 30, 2011. The Company's balance sheet at March 31, 2012, showed $8.89 billion in total assets, $5.71 billion in total liabilities and $3.17 billion in total stockholders' equity. * * * As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings Services lowered its corporate credit and senior secured first- lien issue-level ratings on Bellevue, Wash.-based wireless provider Clearwire Corp. to 'CCC' from 'CCC+'. "The downgrade reflects our concerns that the company may choose to skip its $237 million of interest payments due on Dec. 1, 2011," explained Standard & Poor's credit analyst Allyn Arden. "With about $698 million of cash on the balance sheet, Clearwire has sufficient funds to pay the remaining interest expense due in 2011, although Standard & Poor's believes that it would still have to raise significant capital to maintain operations in 2012 despite the cost-reduction measures it has already achieved. If Clearwire elected to make the interest payment, we believe that it would exit 2011 with around $350 million to $400 million in cash, which assumes less than $100 million of capital expenditures and EBITDA losses. We do not believe that this cash balance will be sufficient to cover free operating cash flow (FOCF) losses and a Long-Term Evolution (LTE) wireless network overlay in 2012 and that the company will require additional funding during the year." CLIFFS CLUB: Wants Until Sept. 25 to Decide on Unexpired Leases --------------------------------------------------------------- The Cliffs Club & Hospitality Group, Inc., et al., ask the U.S. Bankruptcy Court for the District of South Carolina to extend until Sept. 25, 2012, their time to assume or reject unexpired leases of nonresidential real property. According to the Debtors, they need additional time to fully appraise their financial situation and the potential value of their assets in terms of the formulation of a Chapter 11 plan, and require additional time to assess and evaluate whether to assume or reject any unexpired leases as part of the Debtors' overall objective of reorganization. About Cliffs Club 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. Another affiliate, 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. Travelers Rest- based Keowee Falls estimated at least $100 million in assets and liabilities of up to $50 million. Judge John E. Waites presides over the Debtors' cases. Lawyers at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel. Dana Elizabeth Wilkinson, Esq., serves as local counsel. Grisanti Galef & Goldress serves as restructuring advisors and Katie S. Goodman of GGG serves as CRO. BMC Group Inc. serves as the Debtors' claims and noticing agent. According to papers filed in Court, the Debtors' total assets had a $175 million book value at Dec. 31, 2011. The Debtors' total liabilities had a $333 million book value at Dec. 31, 2011. The petition was signed by Timothy P. Cherry, authorized officer. Wells Fargo, as Indenture Trustee, is represented in the case by Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq., at McNair Law Firm P.A. The Official Committee of Unsecured Creditors is represented in the case by John B. Butler, III, P.A., and Jonathan B. Alter, Esq., at Bingham McCutchen LLP. CHURCH STREET: Committee Taps Gilbert LLP as Mass Tort Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors asks the U.S. Bankruptcy Court for permission to retain Gilbert LLP as special insurance and mass tort counsel. Gilbert LLP will provide services regarding the investigation, analysis and valuation, and preservation of insurance coverage in the Chapter 11 proceedings. In addition, the firm will assist the Committee with the negotiation and implementation of mechanisms for the efficient resolution of the numerous personal injury claims that may be asserted in the cases. Specifically, the firm will: a. assist the Committee in evaluating the Debtors' insurance coverage; b. advise the Committee on steps to be taken to preserve and maximize insurance coverage; and c. assist the Committee with the negotiation and implementation of mechanisms to resolve personal injury claims in connection with a plan of reorganization, including, potentially, the negotiation of channeling injunctions, post-confirmation trust structures, claims resolution procedures, and trust funding for any trust established under a plan to resolve claims. To the best of the Committee's knowledge, Gilbert LLP is a "disinterested party" as that term is defined in Section 101(14) of the Bankruptcy Code. About Church Street Church Street Health Management, LLC, a provider of management services for 67 dental practices in 22 states, filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville, Tennessee on Feb. 20, 2012. The following day, four affiliates, Small Smiles Holding Company, LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577). As of the Petition Date, the Debtors' assets have book value of $895 million, with debt totaling $303 million. There is about $131.5 million owing on first-lien obligations, plus $25.6 million on a second-lien obligation. There is an additional $152 million on three subordinated debts. The company's finances are structured to comply with Islamic Shariah financing regulations. In the Chapter 11 cases, the Debtors have engaged Waller Lansden Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal Healthcare Industry Group, LLC, as financial and restructuring advisor. Martin McGahan, a managing director at A&M, will serve as chief restructuring officer of Church Street. Morgan Joseph TriArtisan, LLC, is the investment banker. Garden City Group is the claims and notice agent. Garrison Investment Group is providing funding for the Chapter 11 case. The credit agreement will provide the Debtor with up to an aggregate principal amount of $12 million in a revolving credit facility. COLORADO LAND: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Colorado Land Consultants, Inc. dba CLC Associates, Inc. 8480 East Orchard Road, Suite 2000 Greenwood Village, CO 80111-5014 Bankruptcy Case No.: 12-19238 Chapter 11 Petition Date: May 4, 2012 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Joel Laufer, Esq. LAUFER AND PADJEN LLC 5290 DTC Parkway, Suite 150 Englewood, CO 80111 Tel: (303) 830-3172 E-mail: jl@jlrplaw.com Scheduled Assets: $1,498,098 Scheduled Liabilities: $14,738,351 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cob12-19238.pdf The petition was signed by Steve Wilson, chairman of the board. COMMERCE PARK: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Commerce Park Associates 12, LLC 207 Quaker Lane Suite 300 West Warwick, RI 02893 Bankruptcy Case No.: 12-11575 Chapter 11 Petition Date: May 3, 2012 Court: United States Bankruptcy Court District of Rhode Island (Providence) Debtor's Counsel: Peter J. Furness, Esq. SINAPI FORMISANO & CO 100 Midway Place Suite 1 Cranston, RI 02920-5707 Tel: (401) 944-9690 Fax: (401) 943-9040 E-mail: pjf@sfclaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Melissa A. Faria, manager of CKLP, LLC. CROWN MEDIA: Reports $12.3 Million Net Income in First Quarter -------------------------------------------------------------- Crown Media Holdings, Inc., reported net income attributable to common stockholders of $12.27 million on $83.77 million of net total revenue for the three months ended March 31, 2012, compared with net income attributable to common stockholders of $47.50 million on $73.59 million of net total revenues for the same period during the prior year. The Company's balance sheet at March 31, 2012, showed $939.05 million in total assets, $688.28 million in total liabilities and $250.76 million in total stockholders' equity. "We have completed a very productive first quarter of 2012 with positive financial results, exciting developments in programming, sturdy ratings, and strong distribution gains for Hallmark Movie Channel," said Bill Abbott, President and CEO of Crown Media Family Networks. "Positioning for the 2012/2013 Upfront season is underway and we have a strong story with our recent results and increased commitment to original programming. During the second quarter, we are well-positioned to build on the positive momentum that we have seen in the first few months of the year." A copy of the Form 10-Q is available for free at: http://is.gd/raeGZO About Crown Media Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ: CRWN) -- http://www.hallmarkchannel.com/-- owns and operates cable television channels dedicated to high quality, broad appeal, entertainment programming. The Company currently operates and distributes Hallmark Channel in both high definition (HD) and standard definition (SD) to 90 million subscribers in the U.S. Crown Media also operates a second 24-hour linear channel, Hallmark Movie Channel, available in both HD and SD, which focuses on family-friendly movies with a mix of classic theatrical films, presentations from the acclaimed Hallmark Hall of Fame library, original Hallmark Channel movies and special events. Bankruptcy Warning According to the Form 10-K for the year ended Dec. 31, 2011, the Company's senior secured credit facilities and the indenture governing the Notes contain a number of covenants that impose significant operating and financial restrictions on the Company, including restrictions on its ability to, among other things, incur additional debt or issue certain preferred shares, pay dividends on or make distributions in respect of the Company's capital stock or make other restricted payments, and make certain payments on debt that is subordinated or secured on a junior basis. Any of these restrictions could limit the Company's ability to plan for or react to market conditions and could otherwise restrict corporate activities. Any failure to comply with these covenants could result in a default under the Company's senior secured credit facilities and the indenture governing the Notes. Upon a default, unless waived, the lenders under the Company's senior secured credit facilities could elect to terminate their commitments, cease making further loans, foreclose on the Company's assets pledged to those lenders to secure its obligations under the senior secured credit facilities and force the Company into bankruptcy or liquidation. * * * As reported by the TCR on July 25, 2011, Standard & Poor's Ratings Services assigned Studio City, Calif.-based cable network company Crown Media Holdings Inc. its 'B' corporate credit rating. The outlook is stable. "The stable rating outlook reflects our expectation that the company could reduce its lease-adjusted leverage over the intermediate term through EBITDA growth and modest debt repayment, barring any unforeseen events," S&P said. DIAMOND FOODS: Names Hostess Ex-CEO Driscoll as President and CEO ----------------------------------------------------------------- Diamond Foods, Inc., appointed food and beverage industry veteran Brian J. Driscoll as President and Chief Executive Officer, effective May 8, 2012. Mr. Driscoll, who will join the Diamond Board of Directors, replaces Rick G. Wolford, a Director who has served as Interim Chief Executive Officer since Feb. 7, 2012 while the Company conducted a nationwide search for a permanent Chief Executive. "We are delighted to welcome Brian to Diamond Foods and believe that his proven management skills and his experience over a 30 year career with leading food and consumer businesses such as Kraft, Nabisco, Nestle and Procter & Gamble, and most recently at Hostess Brands, Inc., make him a perfect choice for Diamond," said Robert J. Zollars, Diamond's Chairman. "I am excited about the many opportunities that lie ahead for the Company under Brian's leadership," said Interim CEO and Diamond Director Rick Wolford. "I believe Diamond's future is very bright and will benefit significantly from Brian's experience as the leadership team resumes its industry leadership with the walnut business, executes on its branded snack strategies, and further builds a high performance and productive Company culture." "I am very optimistic about the future of Diamond Foods and look forward to working closely with our employees, the grower community and our customers to take Diamond's businesses to another level," said Brian Driscoll. "Together, we plan to build on the momentum of Diamond's impressive brands to grow sales, increase market share and drive shareholder value." Mr. Driscoll, 53, began his career in 1980 in sales with Procter & Gamble, and joined Nestle Foods in 1985. During his 10 years with Nestle, Mr. Driscoll assumed increasing responsibilities culminating with his promotion to Vice President and General Manager of the U.S. Roast and Coffee Division. In 1995, Nabisco recruited him to the position of President-Sales and Integrated Logistics. In 1998, he was appointed to lead the Biscuit Direct Store Delivery Sales and Customer Service organization. Mr. Driscoll joined Kraft with its acquisition of Nabisco as Executive Vice President for Field Sales and Integrated Logistics. During his tenure with Kraft, he held a number of executive positions overseeing customer business teams, retail sales and customer marketing. He rose to the position of President of Sales, Customer Service. In June 2010, he was recruited to lead Hostess Brands where he served as Chief Executive Officer until March of this year. Mr. Driscoll earned his Bachelor of Science Degree in 1980 from St. John's University's College of Business Administration. While at Kraft, he completed Northwestern University's Kellogg School CEO Perspective Program. About Diamond Foods The Diamond Foods, Inc. -- http://www.diamondfoods.com/-- is a packaged food company focused on building, acquiring and energizing brands including Kettle(R) Chips, Emerald(R) snack nuts, Pop Secret(R) popcorn, and Diamond of California(R) nuts. The Company's products are distributed in a wide range of stores where snacks and culinary nuts are sold. The Securities and Exchange Commission and the audit committee of the Company's board are investigating payments the Company made to walnut growers late last summer. Shareholders have sued the company alleging Diamond delayed what it called "momentum payments" to inflate its 2011 earnings. Diamond missed a deadline to file its fiscal first-quarter results in light of the SEC probe. Diamond has said it will cooperate with the SEC. The accounting questions have forced Diamond to delay its $2.35 billion acquisition of Pringles from Procter & Gamble Co. P&G has said the deal hinges on the favorable resolution of the investigations. WSJ reported two of the five largest shareholders of Diamond Foods dumped the bulk of their holdings amid the accounting probes. Del Mar Asset Management, Diamond's third-largest stockholder with 8.7% of the company at the end of September 2011, according to FactSet Research, now owns just 40,000 shares, or 0.2% of the company. BAMCO Inc., Diamond's fifth-largest shareholder in September with 6.9% of the company, has since sold all of its shares. In March 2012, Diamond Foods reached an agreement with its lenders to amend its credit agreement. Under the amended agreement, Diamond, working with its current bank group, will have continued access to its existing revolving credit facility through June 18, 2012, subject to Diamond's compliance with the terms and conditions of the amendment. During this period, Diamond will continue to make scheduled term loan payments. Also, Diamond continues to make progress with its restatement and is pursuing actions with its financial advisor, Dean Bradley Osborne, to explore capital alternatives to strengthen the Company's balance sheet. DIPPIN' DOTS: Assets Sold, Chapter 7 Hearing on May 25 ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Dippin' Dots, Inc., after receiving approval to sell the business to Fischer Enterprises LLC for $12.67 million, has a hearing on May 25 for conversion of the Chapter 11 case to a liquidation in Chapter 7. According to the report, Regions Bank, the secured lender owed $10.8 million when the bankruptcy began, will receive net proceeds from the sale. The bank agreed to carve out $250,000 from the sale for use by the bankrupt company or its trustee. The carve- out is in addition to money the bank previously set aside for payment of professional fees. The buyer is assuming the obligation of paying bills owing to suppliers for goods delivered after bankruptcy. About Dippin' Dots Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc. manufactures quirky and colorful ice cream beads, which are flash frozen using liquid nitrogen. It owns a 120,000-square-foot plant in Kentucky that can produce more than 25,000 gallons of frozen dots a day. It has about 140 Dippin' Dots retail locations, which are mostly controlled by franchisees, and agreements with 9,952 small vendors who sell the ice cream at fairs, festivals and sports games. Dippin' Dots isn't sold in grocery stores because of its extreme cooling requirements. Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No. 11-51077) on Nov. 3, 2011 in Paducah, Kentucky. Judge Thomas H. Fulton presides over the case. Farmer & Wright, PLLC, represents the Debtor as Chapter 11 counsel. The Debtor disclosed $20,233,130 in assets and up to $20,233,130 in debts. The petition was signed by Curt Jones, president. Regions Bank, the Debtor's secured lender, is represented by Brian H. Meldrum, Esq., at Stites & Harbison PLLC. In February 2012, Regions Bank filed a motion seeking appointment of a Chapter 11 trustee. After talks with the Debtor, Regions consented to having a chief restructuring officer. Regions wanted a trustee in part based on allegations that the company's chief executive fraudulently transferred his ownership of a franchising affiliate to prevent the bank from attaching the affiliate in satisfaction of debt on a guarantee. DISSOLUTION PROPERTIES: Case Summary & 7 Largest Unsec Creditors ---------------------------------------------------------------- Debtor: Dissolution Properties LLC 1427 Grant Avenue P.O. Box 330220 San Francisco, CA 94133 Bankruptcy Case No.: 12-31359 Chapter 11 Petition Date: May 2, 2012 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Dennis Montali Debtor's Counsel: Joel K. Belway, Esq. LAW OFFICES OF JOEL K. BELWAY 235 Montgomery St. #668 San Francisco, CA 94104 Tel: (415) 788-1702 E-mail: belwaypc@pacbell.net 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 seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb12-31359.pdf The petition was signed by WB Coyle, manager. DIVERSAPACK OF MONROE: Has Approval to Sell Assets for $3.2-Mil. ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Diversapack of Monroe LLC was authorized last week to sell the assets for $3.2 million. The buyer is a joint venture between M. Davis Group LLC and New Mill Capital LLC. Diversapack of Monroe, LLC, a maker of packaging for consumer products, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-10981) on March 21, 2012. 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. The Debtor owes $10.6 million to two secured lenders prepetition. 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. DK AGGREGATES: Authorized to Sell Assets to Fusion Equities ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Mississippi authorized DK Aggregates LLC to sell its assets to Fusion Equities, LLC, pursuant to an asset purchase agreement dated as of Dec. 7, 2011. Fusion has originally agreed to buy the assets for $12.5 million. As amended at the hearing in open Court, the purchase price pursuant to APA was increased to $12.7 million. The Court also approved the Debtor's request for a carve-out for administrative expense claims from the sale proceeds of $600,000. A full-text copy of the order approving sale is available for free at http://bankrupt.com/misc/DKAGGREGATES_saleorder.pdf About DK Aggregates LLC Pearlington, Mississippi-based DK Aggregates LLC was formed in 2003. The managing member is Murray J. Moran. The members and their respective interests are: Murray J. Moran, 57.5%; Murray Lucas Moran, 22.5%; Richard Anthony, 10%; and Donald Rafferty, 10%. The Company was formed for the purposed of acquiring the 1,700 acre tract of land that the Debtor presently owns in Hancock County, Mississippi, for the purpose of engaging in sand and gravel mining operations. The Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 10-51823) on Aug. 9, 2010. Robert Alan Byrd, Esq., at Byrd & Wiser, in Biloxi, Mississippi, assists the Debtor in its restructuring effort. H. Kenneth Lefoldt, Jr., of Lefoldt & Company P.A. serves as accountant. In its amended schedules, the Debtor disclosed $18.5 million in assets and $7.11 million in liabilities as of the Petition Date. DOLE FOOD: Strategic Review Cues Fitch to Place Rating Watch Neg. ----------------------------------------------------------------- Fitch Ratings has placed the ratings of Dole Food Co., Inc. and its wholly-owned subsidiary Solvest Ltd. on Rating Watch Negative. The Rating Watch follows Dole's May 3, 2012 announcement that it has initiated a strategic review of its business in order to enhance shareholder value. The current ratings are as follows: Dole (Operating Company) -- Long-term Issuer Default Rating (IDR) 'B+'; -- Asset-based (ABL) revolver due 2016 'BB+/RR1'; -- Secured term loan B due 2018 'BB+/RR1'; -- 13.875% third-lien notes due 2014 'BB/RR2'; -- 8% third-lien notes due 2016 'BB/RR2'. -- 8.75% senior unsecured notes due 2013 'B-/RR6'. Solvest Ltd. (Bermuda-Based Subsidiary) -- Long-term IDR 'B+'; -- Secured term loan C due 2018 'BB+/RR1'. At March 24, 2012, Dole had $1.7 billion of total debt. Rating Rationale and Triggers: The Rating Watch Negative indicates that there is a heightened probability of a downgrade depending on the outcome of Dole's strategic review. The review is driven by Dole's belief that the equity market is not recognizing the value of its faster growing higher margin Packaged Foods business. Alternatives outlined by the company include a full or partial separation of one or more of its businesses via a spin-off or other capital markets transactions. While uncertainty as to the final outcome exists, Fitch views the probability for a transaction as high. In 2011, the Packaged Foods segment generated $1.2 billion or 17% of the Dole's $7.2 billion of sales and $119 million of EBITDA. EBITDA margins have been in the low double-digit range over the past three years, higher than the firm's mid-single digit average. Should Dole's cash flow decline due to the separation of the Packaged Foods business, significant debt reduction would be necessary to maintain ratings given the volatility and limited diversification of the remaining business. Due to Dole's emphasis on enhancing shareholder value, Fitch is concerned about the amount of ultimate debt reduction resulting from any transaction. Resolution of the Watch Negative will occur once details regarding potential transactions are solidified and capital structure implications become certain. Current ratings reflect Dole's high financial leverage and the effect periodic volatility in operating earnings and cash flow has on the company's credit profile. Prior to the previously described announcement by the company, Dole's financial strategy was to utilize free cash flow (FCF) and asset sale proceeds to reduce debt while engaging in select tuck-in acquisitions. The company's leverage goal was to achieve net debt-to-EBITDA of 2.0 times (x) over time. The 'RR1' rating on Dole's secured credit facilities indicates that Fitch views recovery prospects on these obligations as outstanding at 91% - 100% in a distressed scenario. Similarly, the 'RR2' rating on the firm's third-lien notes suggests that recovery rates would be viewed as superior in the 71% - 90% range if Dole were in a distressed situation. However, the RR6 rating on the company's senior unsecured notes is due to Fitch's opinion that recovery could be poor in the 0% - 10% range if the company restructured its capital structure. Credit Statistics, Liquidity and Maturities: For the latest 12 month (LTM) period ended March 24, 2012, total debt-to-operating EBITDA was 5.2 times (x), up from 4.6x at Dec. 31, 2011. Operating EBITDA-to-gross interest expense was 2.4x, down from 2.6x and FFO fixed charge coverage was 1.4x, versus 1.5x at year end. FCF was negative $41 million versus negative $77 million at year end. Dole's credit statistics are currently weaker than Fitch had anticipated due to recent operating income declines in the firm's Fresh Fruit and Fresh Vegetable segments. Debt levels are also modestly higher than expected due to tuck-in acquisitions. At March 24, 2012, Dole's liquidity was adequate at $279 million. Cash totaled $106 million and availability under the firm's revolver was $173 million. Dole's $350 million ABL facility expires on July 8, 2016. Significant upcoming maturities are limited to $155 million of senior unsecured notes due in July 2013. Dole's only financial covenant is a springing fixed charge coverage ratio of at least 1.0x if ABL availability is below a certain amount. The firm's debt agreements contain restrictions related to asset sales and the application of proceeds thereof. The ABL has a first-priority lien on U.S. account receivables and inventory and a second-priority lien on real and intangible property. Term loans are secured on a first priority basis by real and intangible property and on a second priority basis by ABL collateral. Lastly, third-lien notes have the benefit of a lien on certain U.S. assets of Dole that is junior to the liens of the company's senior secured credit facilities. The company's debt is guaranteed by substantially all U.S. subsidiaries. DOLE FOOD: Moody's Affirms 'B1' CFR; Outlook Developing ------------------------------------------------------- Moody's Investors Service affirmed the B1 Corporate Family Rating and other ratings for Dole Food Company, Inc. and changed the rating outlook to developing from stable. The outlook change follows the company's first quarter earnings release and announcement, published after the market close yesterday, that it has initiated a comprehensive strategic review of its businesses seeking to enhance shareholder value. The developing outlook reflects the uncertainty around the future capital structure of the company. The strategic review will consider alternatives that may include a full or partial separation of one or more of the company's businesses through a spin off or other capital markets transactions, as well as other alternatives that will enhance shareholder value. The management team has explained that management and the Board will evaluate a number of different strategic alternatives in this process, some of which could raise new equity or result in lower leverage for some of the businesses. However, at this stage of the review, no final decisions have been reached on the ultimate outcome of this process nor on the impact of such a transaction on existing debt or the division of assets available for sale. If a separation of one of the businesses does occur, Moody's will evaluate the respective capital structures of each of the new companies, taking into consideration new equity raised, if any. Rating Rationale Dole's B1 corporate family rating incorporates the company's earnings and cash flow volatility from its exposure to commodity markets as well as the impact of such uncontrollable factors as weather or political regulations on key products. Nonetheless, Dole enjoys a leadership position in its industry segment and has good geographic diversity. Credit metrics, which had been strengthening from improved profit margins and debt reductions as a result of the sale of non-core assets as well as the IPO, softened somewhat over the past year, with leverage in the mid 5 to high times range up from 4.9 times in 2010. On an existing entity basis and excluding any strategic transaction discussed above, ratings could be upgraded if Dole achieves material and sustained improvement in operating margins and is able to reduce leverage such that debt to EBITDA is sustained below 4 times. Upward rating momentum would also require maintenance of a strong liquidity profile. Based on the existing corporate and business structure and excluding any strategic transaction discussed above, ratings could be downgraded if continued operating softness or an aggressive financial policy causes debt/EBITDA to be sustained at or above 5.5 times. The principal methodology used in rating Dole was the Global Food - Protein and Agriculture published in 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. Headquartered in Westlake Village, California, Dole Food Company, Inc. is the world's largest producer of fresh fruit, fresh vegetables and value-added fruits and vegetables. Sales for fiscal 2011 were approximately $7.2 billion. EAST HARLEM: Plan Confirmation Hearing Slated for May 30 -------------------------------------------------------- The Hon. James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on May 30, 2012, at 3:00 p.m., to consider confirmation of East Harlem Property Holdings, LP's Chapter 11 Plan. Objections, if any, are due May 25, at 5:00 p.m. Ballots accepting or rejecting the Plan are due May 29. All ballots must be duly and completely signed, marked and received by LaMonica Herbst & Maniscalco, LLP, counsel to the Debtor, 3305 Jerusalem Avenue, Suite 201, Wantagh, New York 11793, Attn: Salvatore LaMonica, Esq. or Jordan Pilevsky, Esq. According to the Amended Disclosure Statement dated April 30, 2012, on the Effective Date, the Debtor will sell, assign, and transfer all of its right title and interest in the membership interests to SG2-E&M Harlem Portfolio Owner LLC in exchange for $4.75 million. The sale, assignment and transfer to SG2 is an arm's-length transaction. Neither the Debtor nor its partners, members or shareholders are affiliated with SG2. Under the Plan, the Debtor intends to treat claims as: Class 1: Secured Claim -- On the Effective Date, the Debtor will, among other things, sell and assign all of its right, title and interest in the Membership Interest to SG2. C-III Acquisitions LLC will release any liens and claims in and to the membership interests and the proceeds of the sale price, and exchange general releases with the Debtor. Class 2: Priority Claims -- All Allowed Priority Claims will be paid in full on or within 15 days after the Effective Date. Class 3: Unsecured Claims -- Allowed Unsecured Claims will be paid in full on or within 15 days after the Effective Date, or upon such other terms as agreed between the Debtor and holders of Allowed Class 3 claims. Class 4: Partner Interests -- The holders of Allowed Partner Interests in the Debtor will be paid any funds remaining in the Confirmation Account after the payment of Allowed Claimants in accordance with the Plan. A full-text copy of the Amended Disclosure Statement is available for free at http://bankrupt.com/misc/EAST_HARLEM_ds_amended.pdf About East Harlem East Harlem Property Holdings, LP, is a limited partnership formed in Delaware on March 13, 2007. The Debtor owns 100% of the limited liability company membership interests in 27 special purpose entities, which own, in the aggregate, approximately 1,200 residential units and 50 commercial units located within 47 buildings located in New York, New York. The Real Properties are primarily located in an area bounded by 100th Street to the south, 188th Street to the north, Pleasant Avenue to the east and Park Avenue to the west. The Debtor filed for Chapter 11 relief (Bankr. S.D.N.Y. Case No. 11-14368) on Sept. 15, 2011. Judge James M. Peck presides over the bankruptcy case. Joseph S. Maniscalco, Esq., and Jordan Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, in Wantagh, New York, represents the Debtor as counsel. In its schedules, the Debtor disclosed assets of $230 million and liabilities of $27.8 million. The petition was signed by Linda Greenfield, vice president of Harlem Housing, LLC, sole and managing member of East Harlem GP, LLC, general partner. ENERGY CONVERSION: Unit Has Access to Cash Collateral Until May 11 ------------------------------------------------------------------ The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan, in a first amendment to the final order, approved Energy Conversion Devices, Inc., et al.'s cash management system, including approval of use of cash collateral and intercompany transfers on an administrative expense basis. As reported in the Troubled Company Reporter on April 10, 2012, under the cash collateral order, debtor-affiliate United Solar Ovonic LLC (USO) is authorized to use the cash collateral of Energy Conversion Devices (ECD), until April 24. Pursuant to the amended order, USO is authorized to use the cash collateral of ECD from April 24 until May 11. ECD is granted a replacement lien on the same categories of collateral which are subject to ECD's prepetition liens to the extent arising after the petition date, and the proceeds, products, replacements and substitutions thereof. The replacement lien on postpetition collateral will have the same validity, amount and priority as ECD's liens had prior to the petition date, and will be limited to the extent of the use of cash collateral by USO postpetition. The postpetition advances from ECD to USO through and including May 11, inclusive of advances made pursuant to the interim order and the final order, are granted an administrative expense priority. During the extension period, USO is authorized to continue making advances to its foreign subsidiaries, inclusive of funds advanced pursuant to the interim order and final order in accordance with the first amended budget. The Debtors will exercise reasonable efforts to cause the advances to be secured by the assets of the respective foreign subsidiaries. Notwithstanding any other provision of the order, during the period until May 18, which can be extended by the Court for cause or by consent of the Debtors, the Ad Hoc Consortium and the Committee, only the Committee will retain rights to assert any claims or causes of action, theory or defense challenging the rights granted under the order in respect of the prepetition credit agreement and the granting of postpetition replacement liens for USO's use of the alleged cash collateral granted under the order. About Energy Conversion Energy Conversion Devices -- http://energyconversiondevices.com/ -- has a renowned 51 year history since its formation in Detroit, Michigan and has been a pioneer in materials science and renewable energy technology development. The company has been awarded over 500 U.S. patents and international counterparts for its achievements. ECD's United Solar wholly owned subsidiary has been a global leader in building-integrated and rooftop photovoltaics for over 25 years. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to clean, renewable energy using proprietary technology. ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-43166) on Feb. 14, 2012. Judge Thomas J. Tucker presides over the case. Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel. The Debtor estimated assets and debts of between $100 million and $500 million as of the petition date. The petition was signed by William Christopher Andrews, chief financial officer and executive vice president. Affiliate United Solar Ovonic LLC filed a separate Chapter 11 petition on the same day (Bankr. E.D. Mich. Case No. 12-43167). Affiliate Solar Integrated Technologies, Inc., filed a petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-43169). FIRST NATIONAL: Settles Dispute with Lenders, Wants Case Dismissal ------------------------------------------------------------------ First National Building I, LLC, and First National Building II, LLC, ask the U.S. Bankruptcy Court for the Western District of Oklahoma to dismiss their Chapter 11 bankruptcy cases. According to the Debtors, they participated in a settlement conference with their lenders Capmark Bank, a Utah industrial bank, and Capmark CDF Subfund VI LLC, after recognizing the risks, costs and delays associated with litigation of the disputes. After the settlement conference, the parties were able to reach a global resolution of their disputes. The Settlement Agreement represents a global resolution of all of the disputes among the Borrower Parties and the Lender arising from the Loan and related litigation, the Debtors' bankruptcy cases, and all other claims that such parties may have against each other in any capacity. The principal terms of the Settlement Agreement include: 1. The lender agrees to accept in full and final satisfaction of all claims held by the lender against the Borrower Parties, the payment amount in the aggregate sum of $12 million. 2. The Debtors will pay to the lender a nonrefundable deposit in the amount of $1 million by no later than 5:00 p.m. (CDT) on the first business day after the date of filing of the motion for approval of the Settlement Agreement. The amount of the deposit will be applied toward the cash payment amount. 3. The cash payment amount and the lender DIP Fund Payment must be wired to the lender by no later than 90 days after the filing date of the settlement motion -- i.e., by May 27, 2012. LVI Environmental Services, Inc., sought the denial of the Debtors' motion to dismiss in its present form insofar as it presents unusual circumstances rendering dismissal as not in the best interests of its creditors. In the alternative, LVI also requested that, at a minimum, the Court condition any dismissal order on (i) a requirement that Debtors engage in court-mandated mediation to resolve LVI's lien claim prior to dismissal of the Chapter 11 cases; and (ii) a requirement that the Debtors specify the amount of the Takeout Financing to be reserved to pay LVI's lien claim in the event resolution cannot be reached prior to dismissal of the cases. The Court has entered a ruling authorizing the Debtors to: -- enter into stipulation regarding relief from automatic stay and stipulation regarding receiver with Capmark Bank, N.A. and Capmark CDF Subfund VI LLC; -- modify the automatic stay in the event the Debtors fail to meet their obligations set forth in the Settlement Agreement, the automatic stay is immediately terminated as to the property -- without further notice, hearing or action of the Court. About First National Sherman Oaks, California-based First National Building I, LLC, and First National Building II, LLC, are the co-owners of the real property commonly known as the First National Center and located at 120 N. Robinson Avenue in Oklahoma City. The property is a 33- story historic office building located in the central business district in Oklahoma City and contains approximately 950,000 square feet of rentable space. The Honorable Geraldine Mund entered an order directing the transfer of the Chapter 11 cases of First National Building I, LLC, and First National Building II, LLC, from the Central District of California to the Western District of Oklahoma. Lender Capmark Bank and Capmark CDF Subfund VI LLC made the request, and Judge Mund agreed to the venue change. First National Building I, LLC, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif., on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case No. 10-16334) to Oklahoma City on Oct. 13, 2010. First National Building II, LLC, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case No. 10-16335) to Oklahoma City on Oct. 13, 2010. Keith M. Aurzada, Esq., and John C. Leininger, Esq., at Bryan Cave LLP, in Dallas, Tex., and Rob F. Robertson, Esq., at GableGotwals, in Oklahoma City, Okla., represent Capmark as counsel. The Debtors each estimates assets and debts at $10 million to $50 million. The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D. Calif. Case No. 09-14214). David L. Neale, Esq., and Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los Angeles; and Mark B. Toffoli, Esq., at Andrews Davis, P.C., in Oklahoma City, Okla., represent the Debtors as counsel. FLOAT TECH: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Float Tech Inc. 216 River Street Troy, NY 12180 Bankruptcy Case No.: 12-11207 Chapter 11 Petition Date: May 4, 2012 Court: U.S. Bankruptcy Court Northern District of New York (Albany) Judge: Robert E. Littlefield Jr. Debtor's Counsel: James C. Thomas, Esq. HODGSON RUSS LLP 140 Pearl Street - Guaranty Building Buffalo, NY 14202 Tel: (716) 856-4000 E-mail: jthoman@hodgsonruss.com Scheduled Assets: $337,382 Scheduled Liabilities: $2,091,086 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nynb12-11207.pdf The petition was signed by Judith Wheeler, chief executive officer. FOGG CONSTRUCTION: Case Summary & 8 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Fogg Construction, Inc. 6405 N.E. 116th Avenue #103 Vancouver, WA 98662-2401 Bankruptcy Case No.: 12-43138 Chapter 11 Petition Date: May 3, 2012 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Debtor's Counsel: John D. Nellor, Esq. J. D. NELLOR, PC Park Tower One 201 N.E. Park Plaza Drive, Suite 202 Vancouver, WA 98684 Tel: (360) 816-2241 E-mail: jd@nellorlaw.com Scheduled Assets: $1,755,820 Scheduled Liabilities: $1,895,432 A copy of the Company's list of its eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb12-43138.pdf The petition was signed by Edward Fogg, president. FOXHALL INTL: Case Summary & 11 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Foxhall International LLC 430 Chickasaw Land Way Collierville, TN 38017 Bankruptcy Case No.: 12-24664 Chapter 11 Petition Date: May 4, 2012 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: George W. Emerson Jr. Debtor's Counsel: John L. Ryder, Esq. HARRIS SHELTON HANOVER WALSH, PLLC One Commerce Square, Suite 2700 Memphis, TN 38103-2555 Tel: (901) 525-1455 E-mail: jryder@harrisshelton.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 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tnwb12-24664.pdf The petition was signed by Suleman Sohani, managing member. FREEZE LLC: Liquidating Plan Offers 3.2% for Unsecureds ------------------------------------------------------- Freeze LLC, et al., submitted to the U.S. Bankruptcy Court for the District of Delaware a Blacklined Disclosure Statement explaining the proposed First Amended Plan of Liquidation dated April 20, 2012. According to the Disclosure Statement, the Plan provides for the liquidation and distribution of the Debtors' remaining assets for the benefit of certain Holders of Allowed Claims. Specifically, Holders of Assumed Administrative Claims, DIP Claims, Other Priority Claims, and Secured Credit Agreement Claims generally will be paid in full in cash. The Plan provides for these estimated recoveries: Claims Expected Recoveries ------ ------------------- Other Priority Claims 100% Other Secured Claims 100% Secured Credit Agreement Claims 100% Secured Promissory Note Claims 0% General Unsecured Claims against Amicus Debtors 1.6% - 3.2% General Unsecured Claims against Freeze Debtors 0% PBGC General Unsecured Claims 1.6% - 3.2% Section 510(b) Claims 0% Intercompany Claims 0% Equity Interests 0% Under the Plan, on the Effective Date, among other things, a Liquidating Trust will be established and a Liquidating Trustee appointed. The Liquidating Trust will establish and fund the Senior Claims Reserve with cash in an amount (a) acceptable to the Debtors and the Committee, or (b) approved by the Bankruptcy Court. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/FRIENDLY1stAmendedDS.pdf The Court will convene a hearing on June 5, at 12:00 p.m., to consider the confirmation of the Debtors' Plan. The Court fixed May 25, at 4:00 p.m., as the deadline for (i) filing ballots accepting or rejecting the Plan, and (ii) objections to the confirmation of the Plan. Additionally, the Court set June 1 as the deadline for the Debtors to submit a (a) brief in support of the confirmation of the Plan if they choose to file one; and (b) summary of the tabulation of ballots received with respect to the Plan. About Freeze LLC Freeze, LLC dba Sun Freeze, LLC and its affiliates -- Freeze Holdings, LP, Freeze Group Holding Corp., Freeze Operations Holding Corp. -- filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-13304 to 11-13306) on Oct. 14, 2011. Laura Davis Jones, Esq. at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware serves as counsel to the Debtors. Freeze, LLC, scheduled $51.95 million in assets and $0 in liabilities. Freeze Group Holdings Corp. scheduled $0 in assets and $51.94 million in liabilities. FTI SYSTEMS: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: FTI Systems, Inc. P.O. Box 472161 Charlotte, NC 28247-2161 Bankruptcy Case No.: 12-31032 Chapter 11 Petition Date: May 2, 2012 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: G. Martin Hunter, Esq. 301 S. McDowell St., Suite 1014 Charlotte, NC 28204 Tel: (704) 377-8764 Fax: (704) 377-0590 E-mail: mhunter@martinhunterlaw.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 two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ncwb12-31032.pdf The petition was signed by Robert Sebek, president. GATEWAY CENTER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Gateway Center Economic Development Partnership, LTD 5000-7 Norwood Avenue Jacksonville, FL 32208 Bankruptcy Case No.: 12-03038 Chapter 11 Petition Date: May 3, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Nina M. LaFleur, Esq. LAFLEUR LAW FIRM P.O. Box 861128 St. Augustine, FL 32086-1128 Tel: (904) 797-7995 Fax: (904) 797-7996 E-mail: nina@lafleurlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Carlton D. Jones, president of Colbyco Enterprises, Inc. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Gateway Retail Center, LLC Property $15,092,320 801 Arthur Godfrey Road, Suite 600 Miami Beach, FL 33140 JEA Loan $169,117 117 West Duval Street, Suite Jacksonville, FL 32202 JEA ? Public Utilities Utility Fees $25,681 21 West Church Street Jacksonville, FL 32202 CB Richard Ellis Vendor $7,560 Ad America Vendor $4,200 Unifirst Corporation -- $3,910 Sam's Club Various Charges $3,664 Teco Peoples Gas Utilities $3,243 Nuvox Vendor $2,929 ABC Paving, Sealcoating Vendor $2,793 & Stripping Home Depot Credit Services Various Charges $2,551 Advance Disposal Vendor $2,343 CMS Mechanical Services, LLC Vendor $2,314 AETNA US Healthcare -- $1,569 Michael Altes -- $1,459 American Electrical Contract Vendor $1,190 Colbyco Realty, Inc. -- $1,090 Arwood, Inc. Vendor $890 James Bryant -- $850 North Florida Heating & Air Vendor $810 GRD HOLDING: Moody's Assigns 'B2' Rating to $360MM Secured Notes ---------------------------------------------------------------- Moody's Investor Service assigned a B2 to GRD Holding III Corporation's ("Garden Ridge" - the parent company of Garden Ridge Corporation) proposed $360 million senior secured notes due 2019. At the same time, Moody's affirmed the B2 Corporate Family and Probability of Default Ratings on GRD Holding III Corporation. The B2 on Garden Ridge's $250 million existing senior secured term loan due 2017 was also affirmed. Moody's expects to withdraw this rating once the transaction closes. The rating outlook is stable. Proceeds from the new senior secured notes will be used primarily to repay the company's $250 million existing senior secured term loan due 2017, $85 million 14% mezzanine notes due 2018 (not- rated), and $10 million currently outstanding on the company's $80 million asset-based revolver expiring 2016 (not-rated). The rating assigned to the proposed notes is subject to receipt and review of final documentation. In Moody's opinion, the proposed transaction will give Garden Ridge the flexibility to pursue its store expansion plans. The company currently expects to add approximately 15 to 25 stores in total over the next two to three years to its existing 51 store base. The flexibility will come in the form of a modest extension in the company's debt maturity profile. It will also result in the elimination of: (1) relatively high coupon mezzanine debt which has an 11% annual cash pay component and 3% PIK component which adds to the principal amount of the mezzanine; (2) existing maintenance-based total leverage covenant; (3) cash flow sweep requirement mechanism included in the company's existing senior secured term loan 2017. The affirmation of Garden Ridge's B2 Corporate Family Rating reflects Moody's opinion that while the proposed transaction creates some additional flexibility for the company to pursue its expansion plans, there will be a slight increase in absolute debt -- about $30 million -- and leverage will remain high on a pro forma basis, at about 5.6 times, a level consistent with a mid to low-B Corporate Family Rating, according to Moody's Global Retail methodology. The B2 assigned to the proposed $360 million senior secured notes due 2019 considers that it will make up about 80% of Garden Ridge's pro forma debt capital structure. Ratings affirmed: Corporate Family Rating at B2 Probability of Default Rating at B2 $250 million Term Loan B at B2 (LGD 4, 46%) Rating assigned: $360 million senior secured Notes due 2019 at B2 (LGD 4, 55%) RATING RATIONALE Garden Ridge's B2 Corporate Family Rating reflects its highly leveraged capital structure following the company's debt financed acquisition of controlling interest by AEA investors LP from Three Cities Research. As of January 28, 2012, the company has a Moody's adjusted Debt/EBITDA level of 5.6 times and adjusted pro forma interest coverage of 1.7 times. The rating also considers Garden Ridge's limited scale and small regional footprint with 2011 fiscal year-end revenue of $343 million and 51 stores mainly located in the Southeast and Midwest. Positive rating consideration is given to Moody's opinion that Garden Ridge's revenues have stabilized following a shift to higher margin products while significantly reducing promotional activity. While this new approach resulted in a decline in revenues, the company has seen expanding EBITDA margins and overall EBITDA. The rating also takes into consideration the breadth of Garden Ridge's product offering which is a key part of its strategy to appeal to the home decorating enthusiast. The stable rating outlook reflects Moody's view that although Garden Ridge will maintain its high operating margins as it continues to expand its store base, the company's debt/EBITDA will remain about 5 times as it continues to use available cash to open new stores. Garden Ridge's ratings could be upgraded if the return on its investment in new stores meets or exceeds the company's consolidated return profile and the company demonstrates the ability and willingness to achieve and maintain debt/EBITDA below 4.5 times and interest coverage above 2.25 times. Ratings could be downgraded if it appears that the rate of return from new store openings will be materially lower than the company's consolidated rate of return, debt/EBITDA rises to about 6.0 times for an extended period, and/or interest coverage falls below 1.5 times. The principal methodology used in rating GRD Holding III Corporation was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Garden Ridge Corporation operates 51 stores throughout the South and Midwest. Revenues for the year ending January 28, 2012 were $343 million. GREEN MOUNTAIN: Moody's Says Growth Slowdown a Credit Negative -------------------------------------------------------------- Moody's Investors Service said that Green Mountain's second quarter earnings release that disclosed a slowdown in revenue and eanings growth is a credit negative; however, it does not impact the company's ratings, including its Ba3 Corporate Family Rating. The company's lower sales growth and overall operating performance is within the range Moody's anticipated. Green Mountain Coffee Roasters, Inc. ("GMCR") based in Waterbury, Vermont, is a manufacturer of specialty coffee and other hot beverages, and single serve coffee brewing systems. The company's operations are managed through two business units. The Specialty Coffee business unit produces coffee, tea and hot cocoa from its family of brands, including Tully's Coffee(R), Green Mountain Coffee(R), Newman's Own(R)Organics coffee, Timothy's World Coffee(R), Diedrich(R), and Van Houtte(R). The Keurig business unit manufactures gourmet single-cup brewing systems and GMCR produces the K-Cup(R)portion packs for Keurig(R)Single-Cup Brewers. Sales for the last-twelve months ended March 24, 2012 were approximately $3.5 billion. HAWKER BEECHCRAFT: May Terminate Benefit Pension Plans ------------------------------------------------------ The Chicago Tribune reports Hawker Beechcraft warned last week that it may have to terminate its defined benefit pension plans as it goes through Chapter 11 bankruptcy. According to the report, if so, its existing pension plans would be taken over by the Pension Benefit Guaranty Corp., a federal agency that pays benefits, but with caps, when an employer is no longer able to pay. If the termination is part of the bankruptcy settlement, the PBGC would pay benefits to vested plan participants in much the same way retirees are paid now, information from Hawker Beechcraft said. The report relates PBGC spokesman Marc Hopkins said it's too soon to say what will occur, and that it's up to the court to decide whether the federal agency needs to step in to deal with shortfalls in the funding of the pension plans. The PBGC's priority is to work with companies to keep their pensions going, PBGC's director of communications, J. Jioni Palmer, said in a statement. The report notes, collectively, Hawker Beechcraft's three pension plans are 56% funded, with $769 million in assets to cover $1.4 billion in anticipated obligations. If Hawker Beechcraft ended the plans, the PBGC assumes the assets and liabilities. The agency also would pay $533 million of the plans' $611 million shortfall. The report says the pension plans are still under the administration of Hawker Beechcraft. "Everyone who is getting a check will continue to get a check," the report quotes Mr. Hopkins as saying. "Even in the event the PGBC will have to step in, the checks will continue uninterrupted." According to the report, on April 27, the company sent a memo to retirees regarding pension benefits, telling employees that their plan will continue to be funded as required by law and that the benefit is guaranteed by the PBGC. The report notes, if the application is granted, the PBGC will take over the plan as the trustee and pay the plan benefits. Most participants and beneficiaries receive all the benefits they would have gotten if the company had retained the plan, according to the information given pension holders. But some people may lose certain benefits that are not guaranteed. According to the report, 401(k) benefits will also continue, but with some delays. Bankruptcy restrictions will delay matching contributions to the fund for about 25 days. "Once we receive approval (from the court), we intend to make up any missed matching contributions and make all future matching contributions in the ordinary course of business," the report quotes the company as stating. About Hawker Beechcraft Hawker Beechcraft Inc., a designer and manufacturer of light and medium-sized jet, turboprop and piston aircraft, filed for Chapter 11 reorganization together with 17 affiliates (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already negotiated a plan that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. The plan, to be filed by June 30, will give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent. The Pension Benefit Guaranty Corp. is represented by Kelley Drye & Warren LLP. An ad hoc committee of senior secured lenders is represented by Wachtell, Lipton, Rosen & Katz. An ad hoc committee of Senior Note holders is represented by Milbank, Tweed, Hadley & McCloy LLP. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK- election notes, is represented by Foley & Lardner LLP. HEARTHSTONE HOMES: Committee Can Hire Gross & Welch as Counsel -------------------------------------------------------------- The Hon. Thomas L. Saladino of the U.S. Bankruptcy Court for the District of Nevada authorized the Official Committee of Unsecured Creditors in the Chapter 11 case of Hearthstone Homes, Inc., to retain Frederick D. Stehlik, Esq. at Gross & Welch, P.C., L.L.O., as its counsel. About Hearthstone Homes Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha, Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012. ketv.com reported that HearthStone Homes filed for Chapter 11 bankruptcy protection after a deal to sell the company fell through. Hearthstone Homes' principal business activities have been the purchase, development and sale of residential real property for 40 years. Chief Judge Thomas L. Saladino presides over the case. The Debtor is represented by Robert F. Craig, P.C. Hearthstone estimated assets and debts of $10 million to $50 million as of the Chapter 11 filing. Wells Fargo N.A., the primary lender, is represented by lawyers at Croker Huck Kasher DeWitt Anderson & Gonderinger LLC. Nancy J. Gargula, U.S. Trustee for Region 13, appointed seven unsecured creditors to serve on the Official Committee of Unsecured Creditors of Hearthstone Homes, Inc. Frederick D. Stehlik, Gross & Welch, P.C., L.L.O., represents the Committee. C. Randel Lewis was appointed as Chapter 11 trustee in the case of Hearthstone Homes, Inc. HEARTHSTONE HOMES: Trustee Has Initial OK to Hire McGrath North ---------------------------------------------------------------- The Hon. Thomas L. Saladino of the U.S. Bankruptcy Court for the District of Nebraska conditionally approved the employment of McGrath North Mullin & Kratz, PC LLO as counsel for Chapter 11 trustee, C. Randel Lewis. Robert P. Diederich, a shareholder of McGrath North, assures the Court that McGrath North is "disinterested" and does not hold or represent an interest adverse to the trustee or the Debtor's estate. About Hearthstone Homes Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha, Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012. ketv.com reported that HearthStone Homes filed for Chapter 11 bankruptcy protection after a deal to sell the company fell through. Hearthstone Homes' principal business activities have been the purchase, development and sale of residential real property for 40 years. Chief Judge Thomas L. Saladino presides over the case. The Debtor is represented by Robert F. Craig, P.C. Hearthstone estimated assets and debts of $10 million to $50 million as of the Chapter 11 filing. Wells Fargo N.A., the primary lender, is represented by lawyers at Croker Huck Kasher DeWitt Anderson & Gonderinger LLC. Nancy J. Gargula, the U.S. Trustee for Region 13, appointed seven unsecured creditors to serve on the Official Committee of Unsecured Creditors of Hearthstone Homes. HERITAGE INVESTMENT: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Heritage Investment Properties, LLC 328 Bluemont Drive West Mifflin,, PA 15122-2707 Bankruptcy Case No.: 12-22410 Chapter 11 Petition Date: May 4, 2012 Court: U.S. Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: Stanley A. Kirshenbaum, Esq. 1602 Law & Finance Building 429 Fourth Avenue Pittsburgh, PA 15219 Tel: (412) 261-5107 Fax: (412) 288-0217 E-mail: sak@saklaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 10 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/pawb12-22410.pdf The petition was signed by James G. Celovsky, president. Affiliates that previously filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- James G. Celovsky and Jacqueline M. Celovsky 12-21635 03/30/12 HOSTESS BRANDS: Committee Taps Curtis as Conflicts Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Hostess Brands, Inc., et al., asks the U.S. Bankruptcy Court for the Southern District of New York for permission to retain Curtis, Mallet- Provost, Colt & Mosle LLP as conflicts counsel. Curtis will render professional services to the Committee for certain discrete matters, which services may include these matters where Kramer Levin or other counsel for the Committee may not be able to act as a result of an actual or potential conflict of interest: i) advise the Committee with respect to its rights, duties and powers in the Chapter 11 cases; ii) assist and advise the Committee in its consultations with the Debtors in connection with the administration of the Chapter 11 cases; and iii) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure, and negotiating with holders of claims and equity interests. Steven J. Reisman, a partner of Curtis assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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: Supplements Employment Deal with KPMG LLP --------------------------------------------------------- Hostess Brands Inc., et al., notified the U.S. Bankruptcy Court for the Southern District of New York that they entered into an additional engagement letter with KPMG LLP, pursuant to the terms and conditions set forth in the order authorizing the Debtors to employ KPMG LLP as auditors and to provide tax compliance, tax consulting and tax provision services. The engagement letter contemplates in detail tax services with respect to the examinations of the Debtors' tax returns by the Internal Revenue Service and state and local taxing authorities. Objections, if any, to the engagement letter were due May 7, 2012. A full-text copy of the engagement letter is available for free at http://bankrupt.com/misc/HOSTESBRANDSkpmg.pdf 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. INNER CITY: Gets Final Approval to Access Cash Collateral --------------------------------------------------------- The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York, in a final order, authorized Inner City Media Corporation, et al., to use cash collateral of their prepetition senior lenders. The Court ordered that the cash collateral will be used exclusively to fund working capital, the Debtors' proposed headquarters relocation, if any, and general corporate purposes of the Debtors, and the costs, fees, and expenses incurred in connection with the administration and prosecution of the cases. The Debtors' right to use cash collateral under the final order will terminate upon the occurrence of an "event of default." The agent and the senior lenders have consented to the Debtors' use of the cash collateral, subject to the terms of the final order, the approved budget, and the other cash collateral documents. As reported in the Troubled Company Reporter on Jan. 20, 2012, the Court held that subject to availability of sufficient cash under the approved budget, the Debtors will pay: (i) all reasonable fees and out-of-pocket costs and expenses of the Agent, including, but not limited to, reasonable fees and out-of-pocket costs and expenses of counsel to the Agent, incurred after Aug. 19, 2011, up to an aggregate amount of $50,000 per month; and (ii) all reasonable fees and out-of-pocket costs and expenses of the Senior Lenders, including, but not limited to, reasonable fees and out-of-pocket costs and expenses of counsel to the Senior Lenders, incurred (a) after August 19, 2011, through Jan. 31, 2012, up to an aggregate amount of $300,000 and (b) from Feb. 1, 2012 through the date on which the sale of all or substantially all of the Debtors' assets is consummated up to an aggregate amount of $200,000 per month, all promptly upon receipt of invoices for such fees, costs, and expenses with copies of the invoices provided to the U.S. Trustee and any statutory committee of unsecured creditors appointed in the Cases. If the Agent Fees and Expenses are less than $50,000 in any monthly period, the unused amount may be carried over to future Agent Fees and Expenses periods. In the event the Court determines by final, non-appealable order that any adequate protection payment was improper as a result of application of Section 506(b) of the Bankruptcy Code, the payments will be subject to total or partial application to principal, as the Court may determine. About Inner City Media Corp. On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd., signed involuntary Chapter 11 petitions for Inner City Media Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to 11-13979) to collect on a $254 million debt. The Petitioning Creditors are party to the senior secured credit Facility pursuant to which they (or their predecessors in interest) extended $197 million in loans to the Alleged Debtors to be used for general corporate purposes. More than two years ago, the Alleged Debtors defaulted under the Senior Secured Credit Facility, and in any event the entire amount of principal and accrued and unpaid interest and fees became immediately due and payable on Feb. 13, 2010. Inner City Media's affiliates subject to the involuntary Chapter 11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC- NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C., Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III, L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi, L.L.C., and Urban Radio of South Carolina, L.L.C. Judge Shelley C. Chapman granted each of Inner City Media Corporation and its debtor affiliates relief under Chapter 11 of the United States Code. The decision came after considering the involuntary petitions, and the Debtors' answer to involuntary petitions and consent to entry of order for relief and reservation of rights. Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J. Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader, Wickersham & Taft LLP. Attorneys for CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth & Zabel LLP. Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel. Rothschild Inc. serves as the Debtors' financial advisors and investment bankers. GCG Inc. serves as the Debtors' claims agent. The United States Trustee said that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of Inner City Media because an insufficient number of persons holding unsecured claims against the Debtor has expressed interest in serving on a committee. INNER CITY: Gets Final Approval to Incur DIP Financing ------------------------------------------------------ The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York, in a final order, authorized Inner City Media Corporation, et al., to, borrow funds up to $2.4 million pursuant to a senior secured superpriority priming debtor-in-possession non-amortizing multi-draw term loan facility with Cortland Capital Market Services LLC, acting as administrative agent for Yucaipa Corporate Initiatives Fund II, L.P., Yucaipa Corporate Initiatives (Parallel) Fund II, L.P., and Fortress Credit Corp. The Debtors would use the postpetition financing, both to satisfy the Debtors' ongoing working capital needs and to pay the costs of administering the cases. The use of cash collateral alone would be insufficient to meet the Debtors' present liquidity needs. The Debtors are unable to obtain the requisite funds on terms more favorable than those offered by the DIP lenders. A full-text copy of the order, as well as terms of the DIP loan, is available for free at: http://bankrupt.com/misc/INNERCITY_dipLoan_finalorder.pdf About Inner City Media Corp. On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd., signed involuntary Chapter 11 petitions for Inner City Media Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to 11-13979) to collect on a $254 million debt. The Petitioning Creditors are party to the senior secured credit Facility pursuant to which they (or their predecessors in interest) extended $197 million in loans to the Alleged Debtors to be used for general corporate purposes. More than two years ago, the Alleged Debtors defaulted under the Senior Secured Credit Facility, and in any event the entire amount of principal and accrued and unpaid interest and fees became immediately due and payable on Feb. 13, 2010. Inner City Media's affiliates subject to the involuntary Chapter 11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC- NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C., Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III, L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi, L.L.C., and Urban Radio of South Carolina, L.L.C. Judge Shelley C. Chapman granted each of Inner City Media Corporation and its debtor affiliates relief under Chapter 11 of the United States Code. The decision came after considering the involuntary petitions, and the Debtors' answer to involuntary petitions and consent to entry of order for relief and reservation of rights. Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J. Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader, Wickersham & Taft LLP. Attorneys for CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth & Zabel LLP. Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel. Rothschild Inc. serves as the Debtors' financial advisors and investment bankers. GCG Inc. serves as the Debtors' claims agent. The United States Trustee said that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of Inner City Media because an insufficient number of persons holding unsecured claims against the Debtor has expressed interest in serving on a committee. INSIGNIA VESSEL: Moody's Cuts Rating on 1st Lien Bank Loan to B2 ---------------------------------------------------------------- Moody's Investors Service downgraded Insignia Vessel Acquisition, LLC's first lien bank facility two-notches to B2 from Ba3. The company's B3 Corporate Family and Probability of Default ratings, and its Caa1 second lien rating were affirmed. The rating outlook is negative. Insignia, Regatta Acquisition, LLC and Nautica Acquisition, LLC are the joint and several borrowers under the first and second lien bank facilities. Each entity owns one cruise ship that secure the bank facilities. These three entities and two other ship owning entities are wholly owned subsidiaries of Oceania Cruises, Inc. Moody's ratings are based upon the consolidated operating results of Oceania and its five ship fleet. Pursuant to Moody's Loss Given Default Methodology, the downgrade of Insignia's first lien debt reflects the material increase in first lien debt borrowed by another subsidiary of Oceania relative to junior debt within its corporate structure that materially reduced the loss absorption to all first lien debt. In late April of this year, one of Oceania's subsidiaries drew upon its committed first lien ship loan -- about $539 million -- to finance delivery of the Riviera, a new 1,250 berth ship. Ratings affirmed and assessments updated where applicable: Corporate Family Rating at B3 Probability of Default Rating at B3 Senior secured second lien term loan due 2014 at Caa1 (LGD 5, 79% from LGD 4, 59%) Ratings downgraded: Senior secured first lien revolver expiring 2015 to B2 (LGD 3, 35%) from Ba3 (LGD 2, 22%) Senior secured first lien term loans due 2013 and 2015 to B2 (DG 3, 35%) from Ba3 (LGD 2, 22%) Ratings Rationale Insignia's B3 Corporate Family Rating reflects the Company's small scale, high leverage, the cruise industry's heavy reliance on leisure travelers, the specialized nature of the ship asset class, and the need for large non-cancelable commitments of capital for new ships several years in advance of delivery. Positive rating consideration is given to Company's profitable market niche and the favorable long-term demand trends for the cruise industry in general. Insignia's negative rating reflects the need for the Company to absorb new capacity and increase cruise pricing or occupancy to improve its credit metrics, a key assumption supporting the B3 Corporate Family Rating. The negative outlook also reflects Moody's concern that Insignia is likely to lose access to its revolving credit facility for a period of time over the next year due to non-compliance with its net first lien leverage covenant. Although, Oceania's current cash balance plus cash flow is expected to be sufficient to cover interest, maintenance capital spending, and mandatory debt amortization, absence of external liquidity for a company of Oceania's small scale increases its risk profile. The first lien leverage covenant is only tested at the end of each quarter and only if there are revolver loans or letters of credit outstanding at the end of each quarter. At December 31, 2012 there were no revolver loans or letters of credit outstanding. Ratings could be downgraded if Oceania is unable to maintain an adequate liquidity profile or if it is not able to improve its debt-to-EBITDA -- adjusted to include the accreted value of the PIK sub debt and Moody's pro forma earnings contribution estimate for the company's recent ship delivery -- to around 10.5 times, or 7.5 times excluding the PIK subordinated debt, by the end of 2013. The principal methodology used in rating Insignia Vessel Acquisition, LLC was the Global Lodging & Cruise Industry Rating Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Insignia Vessel Acquisition, LLC is one of five operating subsidiaries constituting Oceania Cruises, Inc. (Oceania or the company) a small four-ship passenger cruise company. Oceania targets the upper premium segment of the cruise industry with destination-oriented cruises that maximize on-shore activities. Oceania was formed in 2002 and began operating in 2003. Affiliates of Apollo Management L.P. (the Sponsors) own a large ownership interest in Oceania's ultimate parent, Prestige Cruise Holdings, Inc. (PCH). PCH also owns and operates Seven Seas Cruises S. DE R.L. (formerly known as Classic Cruise Holdings S. DE R.L.) d/b/a Regent Seven Seas Cruises (rated B2). As a private company, Oceania is not required to release detailed financial information to the public. ISTAR FINANCIAL: Offering $250 Million Senior Unsecured Notes ------------------------------------------------------------- iStar Financial Inc. has commenced an offering of $250 million aggregate principal amount of its senior unsecured notes due 2017 in a private offering to "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act, subject to market conditions. The notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. In its preliminary offering memorandum, dated May 3, 2012, relating to the Offering, the Company included these recent development: On April 30, 2012, the Company completed the sale of a portfolio of 12 net lease assets for $130.6 million in net proceeds and estimates it will record a gain of approximately $24 million resulting from the transaction. Certain of the properties were subject to a $50.8 million secured term loan that was repaid in full at closing with a portion of the net sales proceeds, providing the Company with $79.8 million of proceeds after debt repayment. About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. The Company's balance sheet at March 31, 2012, showed $7.58 billion in total assets, $6.08 billion in total liabilities, and $1.50 billion in total equity. * * * As reported by the TCR on March 29, 2011, Fitch Ratings has upgraded the Issuer Default Rating to 'B-' from 'C'. The upgrade of iStar's IDR is based on the improved liquidity profile of the company, pro forma for the new senior secured credit agreement (the new financing) that extends certain of the company's debt maturities, relieving the overhang of significant secured debt maturities in June 2011. As reported by the Troubled Company Reporter on March 22, 2011, Standard & Poor's said that it raised its counterparty credit rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it from CreditWatch where it was placed with positive implications on Feb. 23. The outlook is stable. "The upgrade reflects the company's closing of a $2.95 billion senior secured credit facility, which it will use to refinance the company's existing secured bank facilities and repay a portion of the company's unsecured debt," said Standard & Poor's credit analyst Jeffrey Zaun. If S&P's analysis of the new secured facility indicates 100% or more collateral coverage, S&P will rate the issue 'BB-'. If S&P's analysis of collateral indicates less than 100% coverage, S&P will rate the issue 'B+'. ISTAR FINANCIAL: Fitch Rates $275 Million Senior Notes 'B-/RR4' --------------------------------------------------------------- Fitch Ratings has assigned a 'B-/RR4' rating to the $275 million aggregate principal amount 9.00% coupon senior notes due 2017 issued by iStar Financial Inc. (NYSE: SFI). The notes were priced at 98.012% of par. Net proceeds from the offering will be used to repay unsecured indebtedness maturing in 2012. Fitch currently rates iStar Financial Inc. (iStar) as follows: -- Issuer Default Rating (IDR) 'B-'; -- Senior secured A-1 tranche due June 2013 'BB-/RR1'; -- Senior secured A-2 tranche due June 2014 'B+/RR2'; -- Senior secured A-1 tranche due March 2016 'BB-/RR1'; -- Senior secured A-2 tranche due March 2017 'B+/RR2'. -- Unsecured revolving credit facilities 'B-/RR4'; -- Senior unsecured notes 'B-/RR4'; -- Con vertible senior floating-rate notes 'B-/RR4'; -- Preferred stock 'CC/RR6'. The Rating Outlook is Stable. The ratings are based on a manageable debt maturity profile of the company, pro forma for the senior notes offering and a recently- consummated secured financing, each of which extends certain of the company's debt maturities, relieving the overhang of significant unsecured debt maturities in 2012 and 2013. While these debt financings do not reduce the amount of total debt outstanding, the company's debt maturity profile is more manageable over the next two years, with only 35% of debt maturing pro forma, down from 61% as of Dec. 31, 2011. Given the mild improvement in commercial real estate fundamentals and value stabilization, the company's loan and real estate owned portfolio performance will likely improve going forward, which should increase the company's ability to repay upcoming indebtedness. The quality of the company's loan portfolio has remained roughly the same over the last year, with non-performing loans representing approximately 38% of the company's gross loan portfolio balance as of Dec. 31, 2011, which is unchanged from Dec. 31, 2010. However, illustrative of the company's lending activity focus on higher-risk, weaker performing collateral, 55% of the company's gross non-performing loans are condominium and land loans. Further, 71% of the company's real estate owned and real estate held for investment, which represent loans on which the company has foreclosed, consist of condominium and land collateral. The monetization cycle for condominium unit sales can be short. However, land collateral in particular has a longer monetization cycle than most assets, which will likely result in a protracted process for iStar to realize cash to repay debt. Despite an improved debt maturity profile, the company's leverage measured on a GAAP earnings basis (defined as net debt divided by annual recurring operating EBITDA before non-cash impairments and provisions and including Fitch's estimate of recurring cash distributions from unconsolidated entities) of 21.1 times (x) is the highest leverage level the company has had throughout the financial downturn, and is up from 18.1x as of Dec. 31, 2010. Reported EBITDA understates the company's cash generation power, given that the accounting for non-performing loans and real estate owned allows the company to recognize income only when certain thresholds are met. Fitch expects that reported earnings will improve going forward as certain of these thresholds are achieved related to unit sales at iStar's owned condominium properties. Fixed charge coverage (defined as recurring operating EBITDA including Fitch's estimate of recurring cash distributions from unconsolidated entities before non-cash impairments, provisions and gains divided by the sum of interest expense and preferred stock dividends) was only 0.7x for the year ended Dec. 31, 2011, compared with 1.0x and 1.2x for the years ended Dec. 31, 2010 and 2009, respectively. Fitch expects this ratio to strengthen as the company reduces debt and begins to recognize GAAP earnings from sales of residential properties as noted above. The company is moderately constrained by an unsecured bond fixed charge incurrence covenant, which limits the company's ability to incur any additional debt above existing levels. This constraint is not currently hindering the company given that the company's strategy is to manage its existing portfolio, as opposed to grow the company at this stage in the cycle. The company's corporate unsecured obligations will need to be serviced by the company's unencumbered pool, income from assets serving as collateral for the 2011 and 2012 secured financings and external sources of liquidity, given that both the 2011 and 2012 secured financings require that collateral repayments, sales proceeds and other monetizations be used to repay only debt encumbering collateral pools for each financing. Pro forma for the 2012 secured financing, a large majority of the company's unencumbered loans are non-performing, and the liquidity of these assets is uncertain. While a portion of the company's unencumbered assets is likely liquid and could be sold to meet corporate obligations, the borrowing bases for the 2011 and 2012 secured financings are of higher quality. Although concepts of Fitch's Recovery Rating methodology are considered for all companies, explicit Recovery Ratings are assigned only to those companies with an IDR of 'B+' or below. At the lower IDR levels, there is greater probability of default so the impact of potential recovery prospects on issue-specific ratings becomes more meaningful and is more explicitly reflected in the ratings dispersion relative to the IDR. The 2011 and 2012 A-1 tranche ratings of 'BB-/RR1', or a three- notch positive differential from iStar's 'B-' IDR are based on Fitch's estimate of outstanding recovery in the 91%-100% range. Together with the 2011 and 2012 A-2 tranches, these obligations represent first lien security claims on specific collateral pools comprised primarily of performing loans and credit tenant lease assets, and have amortization payment priority relative to the A-2 tranches. The 2011 and 2012 A-2 tranche ratings of 'B+/RR2', or a two-notch positive differential from iStar's 'B-' IDR are based on Fitch's estimate of superior recovery. Together with the A-1 tranches, these obligations represent first lien security claims on specific collateral pools comprised primarily of performing loans and credit tenant lease assets, but would receive principal amortization or repayment only upon the full repayment of their respective A-1 tranches. The unsecured revolving credit facility, senior unsecured notes and convertible senior floating rate notes ratings of 'B-/RR4' are in line with iStar's 'B-' IDR, based on Fitch's estimate of average recovery based on iStar's current capital structure. Although the application of Fitch's recovery criteria indicates a stronger 'RR3' recovery, Fitch also considered that, similar to the recent 2012 secured financing, the company may further encumber a portion of its unencumbered pool to repay unsecured indebtedness. This action benefits the IDR at the detriment of recoveries, and Fitch has incorporated the presence of the unencumbered pool in the 'B-' IDR. This adverse selection also results in less liquid and less traditional commercial real estate collateral remaining in the unencumbered pool to support bondholder recoveries, resulting in Fitch rating recoveries of the unsecured bonds at 'RR4'. The preferred stock rating of 'CC/RR6' or a two-notch negative differential from iStar's 'B-' IDR is based on Fitch's estimate of poor recovery based on iStar's current capital structure. The Stable Outlook is based on iStar's stronger liquidity profile given manageable pro forma debt maturities until the end of 2013. In addition, the stabilization in commercial real estate fundamentals and value should enable the company to monetize its unencumbered asset pool to repay unsecured indebtedness. The following may have a positive impact on the ratings and/or Outlook: -- Monetization of the company's unencumbered real estate investment portfolio via asset sales to repay unsecured debt; -- Reduction of other real estate owned and real estate held for investment as a percentage of the company's investments; -- The ability to incur additional debt under the company's debt incurrence fixed charge covenant; -- Improvement in the quality of the unencumbered pool, measured by the sum of non-performing loans, other real estate owned and real estate held for investment comprising less than 25% of the unencumbered pool; -- Demonstrated access to the common equity or unsecured bond market. The following may have a negative impact on the ratings and/or Outlook: -- Deterioration in the quality of iStar's loan portfolio, including an increase in non-performing loans and additional provisions for loan losses; -- An increase in other real estate owned and real estate held for investment as a percentage of the company's investments. JAMES RIVER: Incurs $15.6 Million Net Loss in First Quarter ----------------------------------------------------------- James River Company filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $15.65 million on $301.98 million of total revenue for the three months ended March 31, 2012, compared with a net loss of $7.60 million on $164.58 million of total revenue for the same period during the prior year. The Company reported a net loss of $39.08 million in 2011, compared with net income of $78.16 million in 2010. The Company's balance sheet at March 31, 2012, showed $1.36 billion in total assets, $984.91 million in total liabilities and $383.57 million in total shareholders' equity. Peter T. Socha, Chairman and Chief Executive Officer commented, "We are very pleased with the way that our entire organization has responded to an extremely weak coal market. Our operations team has made a number of changes to our mine portfolio to both control our cash costs and preserve capital. Our sales and trading teams have spent a great deal of time understanding the needs of our customer base and selectively adding new contract opportunities. We want to thank both our customers and our employees for their assistance in helping us during these challenging times in the world coal markets." A copy of the Form 10-Q is available for free at: http://is.gd/IwkX4y About James River Headquartered in Richmond, Virginia, James River Coal Company (NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines, processes and sells bituminous steam and industrial-grade coal primarily to electric utility companies and industrial customers. The company's mining operations are managed through six operating subsidiaries located throughout eastern Kentucky and in southern Indiana. * * * In March 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on James River to 'B-' from 'B'. "The downgrade and ongoing CreditWatch listing reflect our view that James River Coal's 2012 operating performance will be lower than we previously expected," said Standard & Poor's credit analyst Megan Johnston. "We believe that demand for thermal coal will continue to be negatively affected by natural gas substitution and recent warmer weather trends. Absent increasing natural gas prices or a warmer-than-normal summer, thermal coal prices may continue to decline to lower levels than we previously anticipated." In April 2012, Moody's Investors Service affirmed the company's B3 corporate family rating (CFR) and SGL-3 speculative grade liquidity rating, indicating an adequate liquidity position. The B3 CFR is principally constrained by a high cost position, high leverage, meaningful decrease in thermal coal prices, and likelihood of margin compression in thermal coal business as existing contracts roll off over the next year. The ratings also consider relatively high thermal coal inventories and generally stagnant coal demand at the power utilities. KARAM INC: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Karam Inc. 1210 N. 12th Street Murray, KY 42071-3588 Bankruptcy Case No.: 12-50405 Chapter 11 Petition Date: May 2, 2012 Court: United States Bankruptcy Court Western District of Kentucky (Paducah) Debtor's Counsel: Patricia Kovacs, Esq. 500 Madison Avenue, Suite 525 Toledo, OH 43604 Tel: (419) 241-4050 E-mail: patricia.kovacs@bex.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/kywb12-50405.pdf The petition was signed by Sewa S. Bhinder, president. LAKELAND DEVELOPMENT: Case Summary & Creditors List --------------------------------------------------- Debtor: Lakeland Development Company 12345 Lakeland Road Santa Fe Springs, CA 90670 Bankruptcy Case No.: 12-25842 Chapter 11 Petition Date: May 4, 2012 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Richard M. Neiter About the Debtor: Lakeland is a privately held subsidiary in a family of companies headed by Energy Merchant Corp. Lakeland Processing Company is a sister company of Lakeland. Lakeland has 19 employees engaged in the rendition of services in a waste water reclamation facility located on its real property. Lakeland changed its name from Cenco Refining Company in June 2004. Lakeland owns the real property located at 12345 Lakeland Road, Santa Fe Springs, California 90670. The real property is composed of ten parcels totaling approximately 55 acres forming a rectangular tract bounded by Lakeland Avenue, Florence Avenue and Bloomfield Avenue, and abutting a tract owned by others which runs along Norwalk Boulevard. A suit was brought by the Community Development Commission of the City of Santa Fe Springs in the Los Angeles Superior Court, Case No. VC 03890, ed to the issuance of an injunction requiring the remediation of the contaminants on/in the property in accordance with the Water Board's Order. In addition, the Environmental Protection Agency commenced an action in the United States District Court for the Central District of California, Western Division, seeking reimbursement of certain fees, costs, and expenses and the assessment of certain penalties in connection with the environmental issues surrounding the property. Debtor's Counsel: Lawrence M. Jacobson, Esq. 9401 Wilshire Boulevard, Suite 525 Beverly Hills, CA 90212 Tel: (310) 550-7222 Fax: (310) 550-6222 E-mail: lmj@gfjlawfirm.com - and - Richard T. Baum, Esq. LAW OFFICES OF RICHARD T. BAUM 11500 W. Olympic Boulevard, Suite 400 Los Angeles, CA 90064 Tel: (310) 277-2040 Fax: (310) 286-9525 E-mail: rickbaum@hotmail.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Michael Egner, chief financial officer. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ City of SFS-Legal(Planning) Legal/Interest $311,184 11710 E. Telegraph Road Expense Santa Fe Springs CA 90670 Loeb &Loeb, LLP Legal Services $82,898 10100 Santa Monica Boulevard, Suite 2200 Los Angeles CA 90067-4164 Brownstein Hyatt FarberSchreck Legal Services $78,436 410 Seventeenth Street Denver, CO 80202-4432 White O'Connor Fink & Brenner Legal Services $65,688 Morse & Associates, Inc. Professional Service $58,300 American Express Travel $33,875 Aetna Health California Medical Bills $27,516 Ken Spiker Jr./OC Office Professional Service $27,500 MGM Equipment Rental $25,640 City of SFS ? Planning & Devt. Legal Services $24,372 Dept. of Industrial Relations Payroll Severance $23,669 City of SFS ? Fier Department License/Permit $22,888 Coastal Industrial Services Contracted Service $21,249 Shield Security Inc. Contracted Service $16,476 Iron Montain File Storage $16,323 Reuters America LLC Software $15,056 Blank Rom LLP -- $14,963 Conn, Robert -- $14,942 PDQ Rental Center Equipment Rental $14,052 Goldsmith Construction Contracted Service $11,864 LEVELLAND/HOCKLEY: Ethanol Plant Auctioned for $9.21-Mil. --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Levelland/Hockley County Ethanol LLC attracted a high bid of $9.21 million at auction from Palmer Energy Inc. Levelland/Hockley County Ethanol LLC is a Texas limited liability company that owns and operates a 40 million gallon per annum Ethanol production plant located in Levelland, Hockley county, Texas. The LLC has over 100 members many of whom are local farmers, business people and civic leaders. A recent appraisal Of its facility values its assets, with the Plant under full operation, at over $51.5 million. Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-50162) on April 27, 2011. I. Richard Levy, Esq., Christopher M. McNeill, Esq., and Susan Frierott, Esq., at Block & Garden, LLP, in Dallas, represent the Debtor as counsel. The Debtor disclosed total assets of $60,451,124 and total liabilities of $47,557,432 in its schedules. On May 9, 2011, William T. Neary, the U.S. Trustee for Region 6, appointed an Official Committee of Unsecured Creditors in the Debtor's cases. Stephen M. Pezanosky, Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, in Fort Worth, Texas, represent the Committee. LIBERTY HARBOR: Taps Scarpone as Special Litigation Counsel ----------------------------------------------------------- Liberty Harbor Holding, LLC, asks for permission from the U.S. Bankruptcy Court for the District of New Jersey to employ Scarpone & Vargo, LLC, as special litigation counsel. The Debtor has been and continues to be embroiled in litigation that has been pending since 1999 and James Scarpone has represented the Debtor since the inception of the litigation and is most familiar with the matter at issue. Compensation will be paid by the Debtor's principals and counsel will not seek any compensation from the Debtor's estate. James A. Scarpone, Esq., a member of Scarpone & Vargo, attests to the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Liberty Harbor Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along with two affiliates, sought Chapter 11 protection (Banrk. D. N.J. Lead Case No. 12-19958) in Newark on April 17, 2012. Liberty, as of April 16, 2012, had total assets of $350.08 million, comprising of $350 million of land, $75,000 in accounts receivable and $458 cash. The Debtor says that it has $3.62 million of debt, consisting of accounts payable of $73,500 and unsecured non- priority claims of $3,540,000. The Debtor's real property consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D. Affiliates that filed separate petitions are: Liberty Harbor II Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor North, Inc. (Case No. 12-19964). Judge Novalyn L. Winfield presides over the case. The petition was signed by Peter Mocco, managing member. LITHIUM TECHNOLOGY: Cicco Has Until July 31 to Fund Notes --------------------------------------------------------- Lithium Technology Corporation entered into a Third Amendment to the Securities Purchase Agreement with Cicco Holding AG dated March 30, 2011. The Third Amendment extends the period during which Cicco may fund the Commitment Amount under the Notes by three months, until July 31, 2012. A copy of the Amendment is available for free at http://is.gd/COsgMp About Lithium Technology Plymouth Meeting, Pa.-based Lithium Technology Corporation is a mid-volume production stage company that develops large format lithium-ion rechargeable batteries to be used as a new power source for emerging applications in the automotive, stationary power, and national security markets. The Company reported a net loss of $12.26 million on $6.06 million of total revenue for the nine months ended Sept. 30, 2011. The Company reported a net loss of $7.25 million on $6.35 million of products and services sales for the year ended Dec. 31, 2010, compared with a net loss of $10.51 million on $7.37 million of product and services sales during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $8.83 million in total assets, $35.09 million in total liabilities and a $26.26 million total stockholders' deficit. Going Concern As reported by the TCR on April 8, 2011, Amper, Politziner & Mattia, LLP, Edison, New Jersey, after auditing the Company's financial statements for the year ended Dec. 31, 2010, noted that the Company has recurring losses from operations since inception and has a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the Company's operating plan seeks to minimize its capital requirements, but the expansion of its production capacity to meet increasing sales and refinement of its manufacturing process and equipment will require additional capital. The Company raised capital through the sale of securities closing in the second quarter of 2011 and realized proceeds from the licensing of its technology pursuant to the terms of a licensing agreement and the sale of inventory used in manufacturing its batteries as part of the establishment of a joint venture in the fourth quarter of 2011, but is continuing to seek other financing initiatives and needs to raise additional capital to meet its working capital needs, for the repayment of debt and for capital expenditures. Such capital is expected to come from the sale of securities. The Company believes that if it raises approximately $4 million in additional debt and equity financings it would have sufficient funds to meet its needs for working capital, capital expenditures and expansion plans through the year ending Dec. 31, 2012. No assurance can be given that the Company will be successful in completing any financings at the minimum level necessary to fund its capital equipment, debt repayment or working capital requirements, or at all. If the Company is unsuccessful in completing these financings, it will not be able to meet its working capital, debt repayment or capital equipment needs or execute its business plan. In that case the Company will assess all available alternatives including a sale of its assets or merger, the suspension of operations and possibly liquidation, auction, bankruptcy, or other measures. These conditions raise substantial doubt about the Company's ability to continue as a going concern. LONESTAR FOXHALL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Lonestar Foxhall LLC 430 Chickasaw Land Way Collierville, TN 38017 Bankruptcy Case No.: 12-24677 Chapter 11 Petition Date: May 4, 2012 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: Jennie D. Latta Debtor's Counsel: John L. Ryder, Esq. HARRIS SHELTON HANOVER WALSH, PLLC One Commerce Square Suite 2700 Memphis, TN 38103-2555 Tel: (901) 525-1455 E-mail: jryder@harrisshelton.com Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 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/tnwb12-24677.pdf The petition was signed by Suleman Sohani, managing member. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Foxhall International 12-24664 05/04/12 LUMBER PRODUCTS: To Lay Off 65 Workers Including Two Executives --------------------------------------------------------------- Portland Tribune reports Lumber Products Inc. would gradually lay off 65 employees, including two top executives, beginning in late June. According to the report, in an effort to reorganize and rebuild its financial base, the wholesale wood distributor plans to eliminate 15 positions in sales and purchasing, 10 positions in the door shop, seven drivers and seven warehouse employees, among others. A vice president of sales and marketing and a chief financial officer are among the positions slated for elimination. Portland-based Teamsters Local union 206 and Teamsters Local union 162 represent some of the affected workers. "Lumber Products does not anticipate an increase in its operations (and workforce) in the near future, and thus, expects the upcoming layoffs to be permanent," the report quotes Chapter 11 Trustee Edward Hostman as stating in a letter to the Department of Community Colleges and Workforce Development in Salem, Oregon. The report relates the letter was sent to Laura Roberts, the agency's education and workforce coordinator, in compliance with the 1988 Worker Adjustment and Retraining Notification Act that requires employers to provide notice to governmental officials of a pending "mass layoff." About Lumber Products Lumber Products -- http://www.lumberproducts.com/-- is a wholesale distributor of some of the finest hardwood lumber, hardwood plywood, and door and millwork products to the Northwest, Intermountain, and Southwest states since 1938. It has headquarters in Tualatin, Oregon, and operations in Oregon, Washington, Idaho, Montana, Utah, Arizona, and New Mexico. Lumber Products is the sole owner of Lumber Products Holding and Management Company. Holdco is the sole owner of: Lumber Products Holding and Management Company; Sunrise Wood Products, Inc.; Lumber Products Washington, Inc.; Components & Millwork, Inc.; Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and Brady International Hardwoods Company. Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-32729) on April 11, 2012, listing under $50 million in assets and debts. Judge Elizabeth L. Perris presides over the case. The petition was signed by Craig Hall, president and chief operating officer. The Debtor owes Wells Fargo in excess of $22.8 million. Wells Fargo is represented by Lane Powell PC. MARIANA RETIREMENT FUND: Seeks to Pay Some Benefits --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Northern Mariana Islands Retirement Fund renewed a request for the bankruptcy court to authorize paying some benefits to retirees after June 15. The fund's primary bankruptcy lawyers from Boston filed papers laying out their fee arrangements. The report recounts that when the fund filed for Chapter 11 reorganization on April 17, the court was requested to allow payment of 42% of normal benefits. The fund said that benefits at that level would allow payment to continue indefinitely. The bankruptcy judge declined to approve the payments, because the fund had set money aside before bankruptcy to pay benefits for two months. The pre-funded benefits will run out on June 15. The report relates that in new papers filed May 4, the fund wants permission to pay an unspecified level of benefits after June 15. When a creditors' committee is formed, the fund says it will endeavor to find agreement on a level of benefits to pay until approval of a reorganization plan. The question of paying benefits during bankruptcy can be discussed at a June 1 hearing. The hearing will also deal with a motion by anonymous retirees to dismiss the bankruptcy. Mr. Rochelle notes that retirees' benefits are unsecured claims that ordinarily wouldn't be paid during bankruptcy. The fund is relying on what's known as the doctrine of necessity to justify payments during bankruptcy. About NMI Retirement Fund The Northern Mariana Islands Retirement Fund -- http://www.nmiretirement.com/-- is a public corporation of the Commonwealth of the Northern Mariana Islands that receives and invests retirement contributions and pays certain benefits to or on account of certain retirees of the Commonwealth government, their survivors, and certain disabled persons. The Fund, through its administrator Richard Villagomez, filed a Chapter 11 bankruptcy petition in the U.S. District Court for the Northern District of Mariana Islands in Saipan (Case No. 12-00003) on April 17, 2012. The Fund is represented by Brown Rudnick LLP and the Law Office of Braddock J. Huesman, LLC. The Fund said in court papers that the Chapter 11 filing was precipitated by the discrepancy between the Debtor's current ability to pay benefits to beneficiaries and the Debtor's current obligations to those same beneficiaries. The Fund said it would exhaust its cash by July 2014. It has been unable to collect a $325 million judgment against the islands' government, and the commonwealth decided to reduce contributions toward workers' pensions. As a result of continuous underfunding, which necessitated withdrawing from its portfolio to cover funding shortfalls, the value of the Fund's assets has fallen from $353,475,412 in 2009 to its current level of $268,448,997, the Debtor's counsel has said. The counsel also said the Fund is subject to liabilities (both current and actuarial) totaling about $911 million. MARIANA RETIREMENT FUND: Balks at Halting Worker Contributions -------------------------------------------------------------- Clarissa V. David at Saipan Tribune reports that the Northern Mariana Island Retirement Fund is opposed to a House bill that seeks to suspend employee contribution, saying the proposed legislation would "interfere" with the agency's efforts to collect contributions and could potentially drive the Fund to liquidation. According to the report, fund administrator Richard S. Villagomez said that House Bill 17-296 will "further degrade the Fund's ability to emerge from the Chapter 11 proceeding with its payment obligations aligned with its funding level." "If the funding level is further impaired by actions such as those proposed to be inflicted under H.B. 17-296, the ultimate level of payments to beneficiaries will have to be adjusted commensurately downwards or, worse yet, the Fund will reach the point where there is no option but liquidation," the report quotes Mr. Villagomez as stating. According to the report, Mr. Villagomez emphasized that liquidation "is not in the best interests of the CNMI or beneficiaries" as benefit payments will stop and those waiting to retire will not have a retirement system -- an outcome that would be devastating not just to current and future retirees but the entire CNMI." The report relates the administrator also said both H.B. 17-296 and H.B. 17-226, which would allow for the withdrawal of up to 50% of members' contributions to the defined benefit plan and now awaits the governor's action, are violations of the automatic stay. About NMI Retirement Fund The Northern Mariana Islands Retirement Fund -- http://www.nmiretirement.com/-- is a public corporation of the Commonwealth of the Northern Mariana Islands that receives and invests retirement contributions and pays certain benefits to or on account of certain retirees of the Commonwealth government, their survivors, and certain disabled persons. The Fund, through its administrator Richard Villagomez, filed a Chapter 11 bankruptcy petition in the U.S. District Court for the Northern District of Mariana Islands in Saipan (Case No. 12-00003) on April 17, 2012. The Fund is represented by Brown Rudnick LLP and the Law Office of Braddock J. Huesman, LLC. The Fund said in court papers that the Chapter 11 filing was precipitated by the discrepancy between the Debtor's current ability to pay benefits to beneficiaries and the Debtor's current obligations to those same beneficiaries. The Fund said it would exhaust its cash by July 2014. It has been unable to collect a $325 million judgment against the islands' government, and the commonwealth decided to reduce contributions toward workers' pensions. As a result of continuous underfunding, which necessitated withdrawing from its portfolio to cover funding shortfalls, the value of the Fund's assets has fallen from $353,475,412 in 2009 to its current level of $268,448,997, the Debtor's counsel has said. The counsel also said the Fund is subject to liabilities (both current and actuarial) totaling about $911 million. MARIANA RETIREMENT FUND: Trustee Wants Chapter 11 Case Dismissed ---------------------------------------------------------------- Alexie Villegas Zotomayor at Marianas Variety reports that the U.S. Trustee in Hawaii said the Northern Mariana Islands Retirement Fund is not eligible to file for Chapter 11 bankruptcy protection because it is a governmental unit. The report relates Assistant U.S. Trustee Curtis Ching said the Retirement Fund is an instrumentality of the Commonwealth of the Northern Mariana Islands and therefore it cannot be a "person" eligible to file for Chapter 11 protection pursuant to Section 109 (d). "Since the debtor is not a 'person,' it is not eligible to be a chapter 11 debtor pursuant to Section 109(d). Therefore, regardless of the debtor's financial difficulties, this case must be dismissed," the report quotes the Trustee as stating. The report relates the Trustee cited 1 CMC Section 8423 to show the relationship of the debtor to the CNMI government: "The Northern Mariana Islands Retirement Fund shall serve in a fiduciary capacity with respect to employer and employee contributions and shall serve as a fiscal and administrative agent of the government." He also said that debtor has close relationship to the CNMI government with debtor actively carrying out a government function to fulfill the CNMI government's constitutional obligation to provide retirement benefits to employees, the report adds. About NMI Retirement Fund The Northern Mariana Islands Retirement Fund -- http://www.nmiretirement.com/-- is a public corporation of the Commonwealth of the Northern Mariana Islands that receives and invests retirement contributions and pays certain benefits to or on account of certain retirees of the Commonwealth government, their survivors, and certain disabled persons. The Fund, through its administrator Richard Villagomez, filed a Chapter 11 bankruptcy petition in the U.S. District Court for the Northern District of Mariana Islands in Saipan (Case No. 12-00003) on April 17, 2012. The Fund is represented by Brown Rudnick LLP and the Law Office of Braddock J. Huesman, LLC. The Fund said in court papers that the Chapter 11 filing was precipitated by the discrepancy between the Debtor's current ability to pay benefits to beneficiaries and the Debtor's current obligations to those same beneficiaries. The Fund said it would exhaust its cash by July 2014. It has been unable to collect a $325 million judgment against the islands' government, and the commonwealth decided to reduce contributions toward workers' pensions. As a result of continuous underfunding, which necessitated withdrawing from its portfolio to cover funding shortfalls, the value of the Fund's assets has fallen from $353,475,412 in 2009 to its current level of $268,448,997, the Debtor's counsel has said. The counsel also said the Fund is subject to liabilities (both current and actuarial) totaling about $911 million. MARKETING WORLDWIDE: Hillair Capital Discloses 9.4% Equity Stake ---------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Hillair Capital Investments LP disclosed that, as of April 17, 2012, it beneficially owns 16,363,636 shares of common stock of Marketing Worldwide Corp. representing 9.46% of the shares outstanding. A copy of the filing is available at no charge at http://is.gd/cBE9kZ About Marketing Worldwide Based in Howell, Michigan, Marketing Worldwide Corporation operates through the holding company structure and conducts its business operations through its wholly owned subsidiaries Colortek, Inc., and Marketing Worldwide, LLC. Marketing Worldwide, LLC, is a complete design, manufacturer and fulfillment business providing accessories for the customization of vehicles and delivers its products to large global automobile manufacturers and certain Vehicle Processing Centers primarily in North America. MWW operates in a 23,000 square foot leased building in Howell Michigan. Colortek, Inc., is a Class A Original Equipment painting facility and operates in a 46,000 square foot owned building in Baroda, which is in South Western Michigan. MWW invested approximately $2 million into this paint facility and expects the majority of its future growth to come from this business. The Company's balance sheet at Dec. 31, 2011, showed $1.50 million in total assets, $7.90 million in total liabilities, $3.50 million in Series A convertible preferred stock, and a $9.90 million total stockholders' deficiency. The Company reported a net loss of $2.27 million for the year ended Sept. 30, 2011, compared with a net loss of $2.34 million during the prior year. For the year ended Dec. 31, 2011, RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2011 financing results. The independent auditors noted that the Company has generated negative cash flows from operating activities, experienced recurring net operating losses, is in default of loan certain covenants, and is dependent on securing additional equity and debt financing to support its business efforts. MAUI LAND: Swings to $244,000 Net Loss in First Quarter ------------------------------------------------------- Maui Land & Pineapple Company, Inc., reported a net loss of $244,000 on $5.31 million of total operating revenues for the three months ended March 31, 2012, compared with net income of $12.42 million on $3.84 million of total operating revenues for the same period during the prior year. "Our first quarter results reflect our continuing efforts to streamline our operations and reduce our ongoing cash burn. Our team remains focused on building shareholder value by resolving our legacy issues and developing and managing our Maui lands," said Tim Esaki, Chief Financial Officer. A copy of the press release is available for free at: http://is.gd/VWNiRG About Maui Land & Pineapple Co. Maui Land & Pineapple Company, Inc. (NYSE: MLP) -- http://mauiland.com/-- develops, sells, and manages residential, resort, commercial, and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and operates retail, utility operations, and a nature preserve at the Kapalua Resort. The Company's principal subsidiary is Kapalua Land Company, Ltd., the operator and developer of Kapalua Resort, a master-planned community in West Maui. The Company's balance sheet at Dec. 31, 2011, showed $64.07 million in total assets, $90.32 million in total liabilities, and a $26.25 million stockholders' deficiency. Following the financial results for the year ended Dec. 31, 2011, the Company's independent auditors expressed substantial doubt about the Company's ability to continue as a going concern. Deloitte & Touche LLP, in Honolulu, Hawaii, noted that the Company's recurring negative cash flows from operations and deficiency in stockholders' equity raise substantial doubt about the Company's ability to continue as a going concern. MF GLOBAL: $232-Mil. in Claims Change Hands in March ---------------------------------------------------- Roughly 111 claims totaling $232,156,299 against MF Global Inc. changed hands in March 2012: (a) Fulcrum Credit Partners LLC Transferee Claim Amount ---------- ------------ Jeffrey M. Dean, Jr. $62,344 Jeffrey M. Dean 949,764 JFD Corp. 197,892 James I, Black, III 277,745 ITB Premium Fund I LTD 61,258,299 ITB Premium Fund II LTD 52,469,217 ITB Capital Income Fund I 16,028,759 Dolly Branscome 674,766 Bear or Bull LLC 3,243,448 R & G Investments 641,373 Gerald L. Black 174,950 MLTL Investments 131,100 Catherine Dalton 112,835 (b) CRT Special Investments LLC Transferee Claim Amount ---------- ------------ Ascend Asset Management LP 102,451 Robert Doran 22,595 Sasco Partners, LP 9,174,205 Joshua Vollertsen 23,674 David Kasouf 209,348 Bryan King 179,373 Harry Shapiro 85,508 Rumbold & Kuhn, Inc. 2,946,431 Rumbold & Kuhn, Inc. 2,881,204 ASKSCROOGE.COM LTD 323,315 ASKSCROOGE.COM LTD 323,315 William Taylor 250,000 William Taylor 10,178 Toyota Tsusho America Inc. 947,028 Toyota Tsusho America Inc. 487,399 Toyota Tsusho America Inc. - Toyota Tsusho America Inc. 487,399 Toyota Tsusho America Inc. 947,028 Toyota Tsusho America Inc. 58,100 Toyota Tsusho America Inc. 58,100 Toyota Tsusho America Inc. - (c) Deutsche Bank Securities Inc. Transferee Claim Amount ---------- ------------ Royce Corporation 3,229,141 (d) Bulldog Investors General Partnership Transferee Claim Amount ---------- ------------ CRT Special Investments 9,174,205 CRT Special Investments LLC 9,174,205 (e) VonWin Capital Management, LP Transferee Claim Amount ---------- ------------ John Templeton 350,000 Don Lee 59,651 Denys Thorez 121,244 Scott Randazzo 19,397 Dunkin Donuts 81,334 Carm Soldato 173,461 Thomas J McGrath 16,353 Radhakrishna Murthy 38,170 Duke Kuo 32,091 Duke Kuo 32,091 Bradley K Clevinger 15,557 Yitzhab Stabinsky 325,336 Peoria River Terminal Inc. 102,908 Jeffrey Alcheh & Fredda Alcheh 14,979 John F. Ripley 197,236 Jun Yoon 87,936 Jerry Friedman 175 Clinton Kass - John C. Thompson - Steven M. Barta - (f) Barclays Bank PLC Transferee Claim Amount ---------- ------------ Bergenie Assets Inc. 17,449,146 Bergenie Assets Inc. 17,449,146 Bergenie Assets Inc. 17,449,146 Six claims filed by Chadwick Foundation were also transferred to Barclays in March. The amounts of the claims were not disclosed. (g) Contrarian Funds, LLC Transferee Claim Amount ---------- ------------ VS Family LLC - Vael Global Macro Fund LP - Paulo Jorge Leal Carmona - David Koehlinger & William Ayer - GP1 LLC (E/S MGD) - DEARBORN CAPITAL MANAGEMENT LLC - DEARBORN CAPTIAL MANAGEMENT LLC - DIADEMA INTERNATIONAL GLOBAL TRADING FUND - (h) Longacre Opportunity Fund, L.P. Transferee Claim Amount ---------- ------------ Alberto Sohun Garcia 28,939 Midwest Industrial Metals 365 Angus Jackson Partners Fund LLC 51,876 Pioneer Capital Management 221,407 Jerry Ohren 9,495 Yayla Inc. 27,381 (i) ASM Capital IV, L.P. Transferee Claim Amount ---------- ------------ KAD LP Class B 464,171 Nelson Family Bypass Trust 10,162 Guo Xin Lin & Kai Rong Kuang 10,452 Thirteen claims filed by Fulcrum Credit Partners LLC were transferred to Garrison Court Advisors, L.L.C., in March. The amounts of these claims were not disclosed. Thirteen claims filed by Fulcrum Credit Partners LLC were also transferred to SPV Capital Funding 2, L.L.C., in March. The amounts of the claims were also not disclosed. Vertigo Trading Corp. transferred one claim, with undisclosed amount, to Jefferies Leveraged Credit Products, LLC, in March. Millenium TST Co - Daniel McClure also transferred one claim, with undisclosed amount, to Tannor Partners Credit Fund, LP, in March. An April 5, 2012 report prepared by Second Market showed that the aggregate dollar amount of transfers topped $6.2 billion in March, an increase from February, due in part to the heavy demand of MF Global claims. According to the same report, MF Global is second to Lehman Brothers Holdings Inc. in terms of dollar amount of claims traded in March. MF Global came third, after Lehman Brothers and AMR Corporation, in terms of number of claims traded in March. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- was one of the world's leading brokers of commodities and listed derivatives. MF Global provided access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It was the largest bankruptcy filing in 2011. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on Dec. 19, 2011. MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on March 2, 2012. Holdings USA provided administrative services to MF Ltd. and its domestic subsidiaries. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy cases of MF Global Holdings Ltd. and its affiliates. The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors retained Dewey & LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as financial advisor. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: Deadline to Remove Actions Extended to Aug. 30 --------------------------------------------------------- Judge Martin Glenn extended to August 30, 2012, the deadline of Louis J. Freeh, the Chapter 11 trustee for MF Global Holdings, Ltd. and its debtor affiliates, to file notices of removal of claims and causes of action relating to the Debtors' Chapter 11 cases. Before the Petition Date, the Debtors were parties to several civil actions and proceedings in various state and federal courts. Pursuant to Rule 9027 of the Federal Rules of Bankruptcy Procedure, April 30, 2012 was the Chapter 11 Trustee's deadline to remove those civil actions to the Court. In his extension request, the Chapter 11 Trustee said he has focused his efforts on the administration of the various Debtors' estates, including establishing case management procedures; filing the multiple Debtors' petitions for protection under Chapter 11; filing a notice of proof on behalf of the Debtors in the UK administered proceeding; working with the trustee in the parallel proceeding pending in the Court under the Securities Investor Protection Act, which concerns MF Global Inc., an affiliate of the Debtors, to establish protocols for data sharing and communications between the estates; working with the administrator of the parallel insolvency proceedings pending in the United Kingdom, which concern affiliates of the Debtors, to establish protocols for communication as well as addressing other time sensitive and complex issues that have arisen in this case; all while working to digest the complexities of the unwinding of a massive, multi-national corporation. "These crucial activities have left the Trustee with little time to analyze the merits of the Civil Actions or the desirability of removing them to the appropriate bankruptcy court," asserted Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York. Thus, the Chapter 11 Trustee is continuing to review the Debtors' files and records and analyze relevant court documents to determine whether he should remove any of the Civil Actions, he pointed out. Extending the Chapter 11 Trustee's period to file notices of removal will provide the Chapter 11 Trustee with adequate time to conduct this review and to evaluate the pending litigation matters within the larger context of these chapter 11 cases, he insisted. Judge Glenn ruled that entry of the order will be without prejudice to the Chapter 11 Trustee's right to request further extensions of time to file notices of removal of the Civil Actions, and thereby remove those Civil Actions to the Court. Similarly, the order will be without prejudice to any position the Chapter 11 Trustee may take regarding whether Section 362 of the Bankruptcy Code applies to any Civil Action, the bankruptcy judge held. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- was one of the world's leading brokers of commodities and listed derivatives. MF Global provided access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It was the largest bankruptcy filing in 2011. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on Dec. 19, 2011. MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on March 2, 2012. Holdings USA provided administrative services to MF Ltd. and its domestic subsidiaries. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy cases of MF Global Holdings Ltd. and its affiliates. The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors retained Dewey & LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as financial advisor. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MF GLOBAL: SIPA Trustee Wants Until July 30 to Decide on Leases --------------------------------------------------------------- Pursuant to Section 365(d)(4) of the Bankruptcy Code, James W. Giddens, the trustee overseeing the liquidation of MF Global Inc. under the Securities Investor Protection Act, asks Judge Martin Glenn to further extend the time within which he may assume or reject executory contracts and unexpired leases on behalf of the MFGI estate, through and including July 30, 2012. Since the Petition Date, the SIPA Trustee has rejected 392 executory contracts upon notice to the counterparties, eliminating several million dollars of potential administrative expense claims, James B. Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New York, tells the Court. Prior to effectuating those rejections, the SIPA Trustee has discussed those contracts with MF Global Holdings, Ltd. and other affiliates to ascertain whether potential assumption and assignment of those contracts would assist those entities' business operations, he says. Given the enormity and complexity of the matters involved, it is in the best interest of the MFGI estate, its customers and creditors to allow the SIPA Trustee additional time to continue this process, Mr. Kobak insists. He assures the Court that counterparties will not be prejudiced by this extension as their rights to seek an order to shorten the SIPA Trustee's time to assume or reject any particular executory contract or unexpired lease will be preserved. The SIPA Trustee filed a certification of no objection with respect to the Lease Decision Motion. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- was one of the world's leading brokers of commodities and listed derivatives. MF Global provided access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It was the largest bankruptcy filing in 2011. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on Dec. 19, 2011. MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on March 2, 2012. Holdings USA provided administrative services to MF Ltd. and its domestic subsidiaries. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy cases of MF Global Holdings Ltd. and its affiliates. The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors retained Dewey & LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as financial advisor. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. Seven directors of MF Global Holdings resigned from their posts on Nov. 28, 2011. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said Nov. 3, according to Bloomberg News. The New York Stock Exchange has removed MFGI securities from listing. Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by MF Global Holdings and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MORGAN INDUSTRIES: Meeting to Form Creditors' Panel on May 15 ------------------------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3, will hold an organizational meeting on May 15, 2012, at 10:00 a.m. in the bankruptcy case of Morgan Industries Corporation, et al. The meeting will be held at: United States Trustee's Office One Newark Center 1085 Raymond Blvd. 14th Floor, Room 1401 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Morgan Industries Morgan Industries Corporation, along with affiliates, sought Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in Trenton, New Jersey, on April 30, 2012. The Debtors, through their trade name the Luhrs Marine Group, produce and sell recreational powerboats and sailboats under the iconic brand names of Silverton, Ovation, Luhrs, Mainship, and Hunter Marine. In 2010, Silverton, Mainship and Luhrs, collectively, held approximately 5.3% of the United States market for fiberglass, in-board engine powerboats greater than 27 feet in length. Additionally, Hunter Marine was the largest manufacturer of sailboats in the United States, accounting for an estimated 32% of new sailboat registrations in 2010, making it the sixth consecutive year Hunter Marine represented approximately 30% of all new sailboat registrations in the United States. The Debtors have a network of 90 dealers in the U.S. and 80 dealers in 40 other countries. The Company is being advised by Robert Hirsh and George Angelich of Arent Fox LLP as bankruptcy general counsel; Capstone Advisory Group, LLC as financial advisors; Katz, Kane & Co. as investment bankers; and Donlin Recano & Company, Inc. as claims agent. NAPLES HEALTH: Files Schedules of Assets and Liabilities -------------------------------------------------------- Liz Freeman at marconews.com, citing court documents, reports that Naples Health Care Associates disclosed to the Bankruptcy Court assets of $32,222 and liabilities of $1,125,500. The report says the bankruptcy filing shows creditors holding unsecured nonpriority claims are collectively owed $867,474, while creditors holding secured claims are owed $215,465. Eight employees are owed a collective $42,560 in unpaid wages. According to the report, the Company filed for bankruptcy reorganization blaming part of its problems on a longtime physician who was disloyal. The report notes the Company also filed a federal court complaint against Dr. Richard Kravis, seeking an injunction to stop him from breaching the non-compete terms of his employment contract before he was terminated, records show. Based in Naples, Florida, Personalized Physician Care LLC, dba Naples Health Care Associates, filed for Chapter 11 protection on April 12, 2012 (Bankr. M.D. Fla. Case No. 12-05586). Robert D. Wilcox, Esq., at Brennan, Manna & Diamond, PL, represents the Debtor. NASSAU BROADCASTING: Has Court Approval to Sell Radio Stations -------------------------------------------------------------- Lance Duroni at Law360.com reports Nassau Broadcasting I LLC won a Delaware bankruptcy court's approval to sell a host of its radio stations to several different buyers for a combined $48 million, with a Goldman Sachs Group Inc. unit claiming most of the assets with a credit bid. Law360.com relates at a "robust auction" last week, Goldman Sachs Credit Partners LP bid $38.7 million of Nassau's debt for 11 radio stations in Pennsylvania and New Jersey. About Nassau Broadcasting Nassau Broadcasting Partners LP is a radio-station owner and operator. Three secured lenders -- affiliates of Goldman Sachs Group Inc., Fortress Investment Group LLC and P.E. Capital LLC -- filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del. Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting Partners LP, the owner of 45 radio stations in the northeastern U.S. The lender group said in court papers that they are owed $83.8 million secured by all of Nassau's property. Involuntary petitions were also filed against three affiliates of Nassau, which is based in Princeton, New Jersey. The lenders said the stations aren't worth enough to pay them in full. Nassau Broadcasting in October won a Delaware bankruptcy court's blessing to convert its involuntary Chapter 7 bankruptcy -- pressed by creditors including Goldman Sachs Lending Partners LLC -- to a proceeding on its own terms in Chapter 11. NASSAU BROADCASTING: Holdings Object to Sale of Six Properties -------------------------------------------------------------- Radio-Info.com reports that Nassau Broadcast Holdings has raised objections to the sale of six pieces of real estate. It claims that debtor Nassau Broadcasting Partners doesn't actually have title to a half-dozen Holdings' properties that lay under some Nassau towers in Maine and New Hampshire. Nassau Broadcast Holdings said the properties are "listed as 'disputed fee interests'" therefore the debtors cannot sell them to a third party. The report notes Lou Mercatanti is the chairman, CEO and sole equity holder of Nassau Broadcasting Holdings, and is also President, CEO and an equity holder of the Debtors. The report relates Nassau Broadcast Holdings said in court filings it holds title to properties being leased to the Debtors. About Nassau Broadcasting Nassau Broadcasting Partners LP is a radio-station owner and operator. Three secured lenders -- affiliates of Goldman Sachs Group Inc., Fortress Investment Group LLC and P.E. Capital LLC -- filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del. Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting Partners LP, the owner of 45 radio stations in the northeastern U.S. The lender group said in court papers that they are owed $83.8 million secured by all of Nassau's property. Involuntary petitions were also filed against three affiliates of Nassau, which is based in Princeton, New Jersey. The lenders said the stations aren't worth enough to pay them in full. Nassau Broadcasting in October won a Delaware bankruptcy court's blessing to convert its involuntary Chapter 7 bankruptcy -- pressed by creditors including Goldman Sachs Lending Partners LLC -- to a proceeding on its own terms in Chapter 11. NELMAP LIMITED: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: NELMAP, Limited Liability Company 848 North Rainbow Blvd., Suite 2662 Las Vegas, NV 89107 Bankruptcy Case No.: 12-15336 Chapter 11 Petition Date: May 3, 2012 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: Steven J. Szostek, Esq. STEVEN J. SZOSTEK, LTD. 2001 Oak River Street Las Vegas, NV 89134 Tel: (702) 325-6224 E-mail: szostek@cox.net Scheduled Assets: $6,119,088 Scheduled Liabilities: $7,809,397 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Idaho Independent Bank 2nd modification to $7,809,397 Attn: Jill Hathaway loan agreement for 1260 West Riverstone Dr several loans Coeur D Alene, ID 83814 The petition was signed by Condor NV, Inc., operating manager. NEWPAGE CORP: Wants Plan Filing Period Extended Until Sept. 1 ------------------------------------------------------------- NewPage Corporation, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the Debtors' exclusive periods to file Chapter 11 plans until Sept. 1, 2012, and to solicit acceptances of those plans until Oct. 31, 2012. The Court previously granted a 120-day extension of the exclusive periods until May 4, 2012, and July 3, 2012, respectively. In the new motion, the Debtors said that while they aim to formulate a plan that maximizes value, saves approximately 6,000 jobs, and puts the Debtors' business on a sound basis with a balance sheet conducive to future success and feasibility, they have several stakeholders who request diametrically opposed the Chapter 11 plans. The first lienholders wanted a quick confirmation of one type of Chapter 11 plan and the second lienholders wanted a completely different plan requiring material time to formulate and to implement. The Official Committee of Unsecured Creditors also wants to bring litigation for relief that would materially alter the positions and claims of Stora Enso Oyj and lienholders, the Debtors point out. The second lienholders surfaced its terms sheet to the Debtors in late April 2012, and the Committee's pleadings challenging claims are equally recent. The Debtors say that it was impossible to evaluate all these different plan concepts and claim attacks and to negotiate a Chapter 11 plan in the time elapsed to date. The Debtors have been focusing their efforts on three related areas, which still require review, analysis, and negotiation: (i) preparing an extensive analysis of more than 400 executory contracts to identify which contracts or unexpired leases the Debtors will choose to reject, assume, or modify and assume; (ii) analyzing highly complex issues regarding Paper Machine 35 and negotiating with SEO to determine whether a potential settlement makes sense in an effort to avoid costly and protracted litigation; and (iii) formulating and negotiating a Chapter 11 plan. Negotiations with the different creditor constituencies over the terms of a Chapter 11 plan are in the early stages. "It is prudent to allow the Debtors to conduct meaningful negotiations with all its largest stakeholders and not just adopt one group of creditors' point of view. Allowing the Debtors to canvas different restructuring alternatives is the best way to preserve value for all constituencies," the Debtors say. The Debtors and their advisors are firmly committed to continuing an open dialogue with all major constituents in these Chapter 11 cases. The Committee and other major stakeholders frequently participate in discussions and negotiations concerning these Chapter 11 cases. The Debtors and their advisors have weekly calls with certain of the Debtors' largest creditor constituencies, maintaining an open line of communication to ensure that all parties in interest are kept apprised of the Debtors' operations and the direction of these Chapter 11 cases. As the Debtors have sufficient liquidity to carry on the normal course of their business, the Debtors have paid, and will continue to pay, their postpetition debts as they come due. 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. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. 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: Committee Wants Standing to Sue Lenders Over LBO -------------------------------------------------------------- Lance Duroni, writing for Law360.com, reports the official committee of unsecured creditors in NewPage Corp.'s case seeks permission from the Court to sue the lenders that financed the company's 2007 leveraged buyout of Stora Enso North America Inc., claiming the deal left the paper manufacturer insolvent. The creditors' committee seeks standing to pursue fraudulent transfer claims on behalf of NewPage against the first- and second-lien lenders. The LBO heaped $2 billion of debt onto NewPage without providing any value to the debtors, the committee said. 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. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. 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. NIMBUS BREWING: Inks Settlement Agreement With Southwest Gas ------------------------------------------------------------ Carli Brosseau at Arizona Daily Star reports that Southwest Gas has agreed to pay a settlement to Nimbus Brewing Co. The brewery's owner, Jim Counts, had linked the company's recent Chapter 11 bankruptcy reorganization filing to problems with a gas meter. The report relates Southwest Gas spokeswoman Libby Howell confirmed that a deal had been struck, though she would not comment on the exact terms or the amount. "We accepted no liability," the report quotes Mr. Howell as saying. "It was purely an economic decision on our part. (The agreed payment) was less than the cost of litigation." According to the report, the terms are subject to review by a bankruptcy judge. Mr. Counts said he would receive "several hundred thousand dollars." The report notes, when Nimbus filed for reorganization in April, Mr. Counts blamed the company's precarious financial position, in part, on Southwest Gas installing a new meter at his brewery and bar at 3850 E. 44th St. in August 2011. The report adds Nimbus sued Southwest Gas on March 15 alleging that the utility deprived the brewery of necessary gas service for four weeks. In the suit, the brewery contended that Southwest Gas employees, on their own initiative, changed out the brewery's gas meter, replacing it with one that was too small for brewing. Based in Arizona, Nimbus Brewing Company LLC filed for Chapter 11 protection on April 17, 2012 (Bankr. D. Ariz. Case No. 12-08122). Eric Slocum Sparks PC, represents the Debtor. NORTHAMPTON GENERATING: Fitch Affirms & Withdraws 'D' Rating ------------------------------------------------------------ Fitch Ratings affirmed and withdrew the 'D' rating on Northampton Generating Co. LLC's $153 million ($71.4 million outstanding) debt. The rating on Northampton is being withdrawn due to the Chapter 11 bankruptcy filing of the rated entity. Northampton filed for Chapter 11 bankruptcy on Dec. 5, 2011, and has since reached a settlement with counterparties Metropolitan Edison Co. (Met-Ed; 'BBB', Stable Outlook) and PPL Electric Utilities ('BBB', Stable Outlook) to terminate the power purchase agreement (PPA) and transmission services agreement, respectively. Subsequently, Northampton applied for membership and, as of May 1, 2012, was accepted into the regional transmission organization PJM Interconnection (PJM). Going forward, Northampton will earn capacity revenues through PJM's capacity auctions and merchant energy revenues through PJM. The rated debt is secured for bondholders by a first priority security interest in project revenues, documents, and all real and personal property. Since entering into bankruptcy, the bondholders did not to take over ownership of Northampton, and granted the company the rights to use operating cash from the project to aid in the reorganization process. The original $153 million senior tax-exempt series A resource recovery revenue bonds were issued by the Pennsylvania Economic Development Financing Authority in 1994 with the proceeds loaned to Northampton. Northampton consists of a 112 megawatt (net) coal-fired qualifying facility in Northampton County, PA, that supplied energy to Met-Ed under a long-term PPA. Northampton is structured as a limited partnership and is owned by indirect subsidiaries of Calypso Energy Holdings LLC, which is owned by Cogentrix Energy, LLC and investment companies managed by EIF Management, LLC. NORTHERN MARIANA: Moody's Reviews 'B2' Rating on G.O. Bonds ----------------------------------------------------------- Moody's Investors Service has placed the B2 rating of the Commonwealth of the Northern Mariana Islands' Series 2003A General Obligation Bonds on review, affecting $1.7 million in outstanding debt. The placement of the rating on review is prompted by the lack of sufficient current financial and operating information. If the information is not obtained within the next 60 days, Moody's will take appropriate rating action which could include the withdrawal or lowering of the rating. The principal methodology used in this rating was Moody's State Rating Methodology published in November 2004. NORTHWEST PARTNERS: Fannie Mae Says Plan Outline Lacks Info ----------------------------------------------------------- Federal National Mortgage Association objected to the disclosure statement explaining Northwest Partners' bankruptcy-exit plan because it fails to provide "adequate information" and is filed in support of a plan that is unconfirmable. Fannie Mae states that the Disclosure Statement fails to provide reliable information regarding the valuation of the Debtor's property or the Debtor's income and expenses. Additionally, the proposed plan does not meet the requirements for confirmation because it is not "fair and equitable" and it is not feasible because it unfairly shifts the risk of failure to Fannie Mae, a secured creditor. Fannie Mae says the Debtor's proposed treatment of its claim involves a speculative future sale or refinancing sometime in the next 10 years, an unreasonably long period of time, with only minimal payments to Fannie Mae in the interim. This treatment shifts the risk of failure of the plan to Fannie Mae and is purely speculative, rendering the plan unconfirmable. Fannie Mae is represented by: Mark E. Konrad, Esq. Nishat Baig, Esq. SNELL & WILMER LLP 3883 Howard Hughes Parkway, Suite 1100 Las Vegas, Nev. 89169 Tel: (702) 784-5200 Fax: (702) 784-5252 As reported in the Troubled Company Reporter on Feb. 24, 2012, Northwest Partners filed a proposed plan of reorganization dated Feb. 15, 2012 and an explanatory disclosure statement. A hearing on the disclosure statement was set for April 26. The Court has not issued any ruling on this matter as of press time. The Plan designates five classes of claims. Those classes take into account the differing nature and priority of the various classified claims under the Bankruptcy Code. Under the plan, the Debtor will continue to operate its business of leasing its Property post-confirmation. The income generated will be used to fund the Plan. The equity owners of the Debtor will contribute funds as are necessary to implement the Plan. The classification and treatment of claims under the Plan are: A. Administrative Expenses will be paid in full on or before the Effective Date. B. Class 1 (Secured Claim of Federal National Mortgage Association) will be treated as follows: Option I: Reinstatement - Except to the extent that Fannie Mae and the Debtor agree to a less favorable treatment to Fannie Mae, the Allowed Secured Claim of Fannie Mae will be reinstated and rendered unimpaired. Option II: Loan Restructure - The Fannie Mae Allowed Secured Claim will bear interest at the rate of .75% per annum from and after the Effective Date, or another rate as the Court will determine is appropriate at the Confirmation Hearing. On or before the 15th day of each month, the Debtor will distribute to Fannie Mae the Monthly Net Income generated from the Debtor's business operations, up to a maximum amount equal to the normal amortized monthly payment based upon the Fannie Mae Interest Rate and a 30-year amortized mortgage term. C. Class 2 (Fannie Mae Deficiency Claim): Based on the Debtor's projections, the Property will appreciate in value following the Confirmation Date. Following each anniversary of the Effective Date, the Allowed Secured Claim of Fannie Mae will be adjusted to equal the Appreciated Value, and payments will continue to be made. Interest will accrue based on the Fannie Mae Interest Rate applied to the Appreciated Value, and the normalized monthly payment will be based upon the Fannie Mae Interest Rate, the Appreciated Value and a 30-year amortization. D. Class 3 (Washoe County HOME Consortium): The amount of the Washoe County HOME Consortium Allowed Secured Claim will be the lesser of the value of the Property determined as of the Confirmation Date less the Class 1 Allowed Secured Claim or the balance owed under the promissory note as of the Petition Date. The balance owed on the Washoe HOME Allowed Secured Claim, together with any and all accrued interest, fees and costs due will be paid on or before July 1, 2049, or other date as the Debtor may propose at the Confirmation Hearing which is approved by the Court. E. Class 4 (Unsecured Claims): Allowed Unsecured Claims will receive quarterly pro rata disbursements of $l0,000 commencing on the first day of the month at least 90 days following the Effective Date, and continuing on the first day of each and every third month thereafter, until the claims are paid in full. F. Class 5 (Membership Interests): The members will retain their membership interests in the Reorganized Debtor, but will receive no distribution until Classes 1 through 4 are paid in full. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/NORTHWEST_PARTNERS_ds.pdf About Northwest Partners Northwest Partners owns the 268-unit Austin Crest Apartment in Northwest Reno, Nevada. It filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011. Judge Bruce T. Beesley oversees the case. The Debtor scheduled $13,513,361 in assets and $14,135,158 in liabilities. The petition was signed by Robert F. Nielsen, president of IDN I, the Debtor's general partner. NORTHWESTERN STONE: Has Until May 16 to File Reorganization Plan ---------------------------------------------------------------- The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the Western District of Wisconsin extended Northwestern Stone, LLC's exclusive periods to file a proposed plan of reorganization and solicit acceptances for such plan until May 16, 2012 and July 16, respectively. About Northwestern Stone Middleton, Wisconsin-based Northwestern Stone, LLC, operates a gravel quarry business at four separate locations: one in Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane County (4373 Pleasant View Road, Middleton, 6166 Ramford Court, Springfield, and 3060 Getz Road, Springdale). It filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10- 19137) on Dec. 16, 2010. The Debtor disclosed $25,238,172 in assets and $12,080,628 in liabilities as of the Chapter 11 filing. Nicole I. Pellerin, Esq., and Timothy J. Peyton, Esq., at Kepler & Peyton, in Madison, Wisconsin, serve as the Debtor's bankruptcy counsel. Grobe & Associates, LLP, serves as the Debtor's accountants. On Jan. 26, 2011, the U.S. Trustee appointed the Official Committee of Unsecured Creditors. Claire Ann Resop, Esq., and Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison, Wisconsin, represent the Committee as counsel. NPS PHARMACEUTICALS: Incurs $10.5 Million Net Loss in Q1 -------------------------------------------------------- NPS Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $10.56 million on $22.92 million of total revenues for the three months ended March 31, 2012, compared with a net loss of $9.15 million on $23.57 million of total revenues for the same period during the prior year. NPS reported a net loss of $36.26 million in 2011, a net loss of $31.44 million in 2010 and a net loss of $17.86 million in 2009. The Company's balance sheet at March 31, 2012, showed $183.32 million in total assets, $237.70 million in total liabilities and a $54.38 million total stockholders' deficit. "It's an exciting time for NPS as we pursue marketing approvals for both Gattex and Natpara," said Francois Nader, MD, president and chief executive officer of NPS Pharmaceuticals. "We were very pleased to report earlier today that four additional patients completely eliminated their dependence on parenteral nutrition and intravenous fluids while on long-term Gattex therapy in the ongoing STEPS 2 open-label extension study. There are now a total of 11 patients who achieved independence from PN and IV fluids while on Gattex therapy. This is a dramatic finding that reinforces our belief in the value of Gattex as a first-in-class therapy. The FDA is reviewing our New Drug Application for Gattex with a current action date of September 30, 2012." A copy of the Form 10-Q is available for free at: http://is.gd/V9vFRT About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. OLD VILLAGE: Case Summary & 10 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Old Village Mill, LLC 57 Brunswick Avenue Moosup, CT 06354 Bankruptcy Case No.: 12-21093 Chapter 11 Petition Date: May 2, 2012 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Albert S. Dabrowski Debtor's Counsel: James M. Nugent, Esq. HARLOW, ADAMS, AND FRIEDMAN P.C. One New Haven Ave., Suite 100 Milford, CT 06460 Tel: (203) 878-0661 Fax: (203) 878-9568 E-mail: jmn@quidproquo.com Scheduled Assets: $0 Scheduled Liabilities: $4,390,743 A copy of the Company's list of its 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ctb12-21093.pdf The petition was signed by Jean Paul Gauvin, member/manager. OSI RESTAURANT: David Deno Appointed Chief Financial Officer ------------------------------------------------------------ OSI Restaurant Partners, LLC, announced the appointment of David Deno as Executive Vice President and Chief Financial Officer. Mr. Deno will be responsible for all areas of financial reporting as well as business analytics and strategy. His appointment is effective May 7, 2012. Mr. Deno will also serve as Executive Vice President and Chief Financial Officer of OSI's parent company, Bloomin' Brands, Inc. As previously announced, the Company's current Chief Financial Officer, Dirk Montgomery, will assume the new role of Chief Value Chain officer following a short period of on-boarding to facilitate a smooth transition. "David is a seasoned global executive with extensive finance, operations and business development experience and will be an excellent addition to the Executive Leadership Team," said Liz Smith, Chairman and Chief Executive Officer, OSI. "We're committed to expanding our world class team to accelerate our long-term growth strategy. David's background and experience will be invaluable in that process, while we also maintain continuity as Dirk transitions to the new role of Chief Value Chain Officer." "I have spent my career in the retail and restaurant businesses. I have also been fortunate to be able to work on businesses throughout the United States and the world," said Deno. "I'm looking forward to joining one of the largest casual dining restaurant companies in the world and building upon the Company's positive momentum." Mr. Deno brings over 20 years of leadership in corporate finance, with almost 30 years in the hospitality industry. He joins OSI from Best Buy where, since 2009, he has served as President of Asia and CFO of the International Division. Before joining Best Buy, he worked with two private equity firms focusing on investments in the consumer products, restaurant, and retail space. Prior to his time in private equity, Mr. Deno spent 15 years with PepsiCo and its restaurant spin-off YUM Brands, serving in positions of increasing responsibility including Chief Financial Officer of Pizza Hut, Chief Financial Officer of YUM Restaurants International, Chief Financial Officer of YUM Brands and finally Chief Operating Officer of YUM Brands. Prior to joining PepsiCo and YUM, Deno spent nine years with The Pillsbury Company primarily in its restaurant division, where he held positions in finance, real estate and operations. Mr. Deno is on the board of Peet's Coffee & Tea as well as Brinker International. He will resign from the Brinker International board as he begins his new role with OSI. Mr. Deno holds a BA from Macalester College and an MBA from the University of Michigan. He has been a Macalester trustee since 1998 and is currently Chair of the Board of Trustees. Mr. Deno will be paid an annual base salary of $600,000. Mr. Deno will be paid a sign-on bonus of $425,000, less applicable taxes. In January, Smith announced Montgomery's new role of Chief Value Chain Officer, responsible for identifying new ways to integrate the Company's Productivity, Global Supply Chain and IT organizations to help improve productivity and efficiency. He has led each of these teams in the past. "Dirk has been filling a dual role in two key positions for several months," said Smith. "We thank him for his strong leadership as CFO and look forward to him getting started in his important new role as Chief Value Chain Offer." About OSI Restaurant OSI Restaurant Partners, Inc., is the #3 operator of casual-dining spots (behind Darden Restaurants and Brinker International), with more than 1,400 locations in the U.S. and 20 other countries. Its flagship Outback Steakhouse chain boasts more than 950 locations that serve steak, chicken, and seafood in Australian-themed surroundings. OSI also operates the Carrabba's Italian Grill chain, with about 240 locations. Other concepts include Bonefish Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise. Most of the restaurants are company owned. A group led by Chairman Chris Sullivan took the company private in 2007. The Company's balance sheet at Sept. 30, 2011, showed $2.32 billion in total assets, $2.37 billion in total liabilities and a $40.30 million total deficit. The Company reported net income of $27.84 million on $3.62 billion of total revenues for the year ended Dec. 31, 2010, compared with a net loss of $54.40 million on $3.60 billion of total revenues during the prior year. * * * As reported by the TCR on April 19, 2012, Standard & Poor's Ratings Services raised the corporate credit rating on casual dining operator OSI Restaurant Partners LLC to 'B' from 'B-'. "The ratings on Tampa, Fla.-based OSI Restaurant Partners LLC reflect Standard & Poor's expectations that recent brand revitalization initiatives and cost savings from productivity improvements will contribute to further strengthening of credit measures in 2012, despite commodity cost pressure and weak consumer spending," said Standard & Poor's credit analyst Ana Lai. PACIFIC MONARCH: Hearing on Exclusivity Extensions Set for May 17 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California will convene a hearing on May 17, 2012, at 10:00 a.m. to consider Pacific Monarch Resorts, Inc.'s request for extension of its exclusive periods to file and solicit acceptances for the proposed chapter 11 plan. The Debtor requested for an extension in its exclusive periods to file and solicit acceptances for the proposed Chapter 11 plan until June 15, 2012, and Sept. 10, respectively. About Pacific Monarch Pacific Monarch Resorts, Inc., and its affiliated debtors operate a "timeshare business" business. The Debtors filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500 million in both assets and debts. The affiliated debtors are Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de R.L. de C.V. Based in Laguna Hills, California, Pacific Monarch and its affiliates generate revenue primarily from the sale and financing of "vacation ownership points" in a timeshare program commonly known and marketed as "Monarch Grand Vacations," a multi-location vacation timeshare program that establishes a uniform plan for the development, ownership, use and enjoyment of specified resort accommodations for the benefit of its members. MGV is a nonprofit mutual benefit corporation whose members are timeshare owners, and it is administered by a board of directors elected by MGV members. As of the Petition Date, MGV owned Resort Accommodations within these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort - Phases I and II (Dana Point), Riviera Shores Beach (Dana Point), Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico). Future Vacation Accommodations are currently in the pre- development stage in Kona, Hawaii and Las Vegas, Nevada. Additionally, the Cabo Azul Resort has construction in progress on two buildings. The Pacific Monarch entities do not include the entities that actually own the timeshare properties that have been dedicated to use by the purchasers of timeshare points. The trusts that own the properties are not liable for the Pacific Monarch entities' obligations. MGV is not a debtor. Judge Erithe A. Smith presides over the jointly administered cases. Lawyers at Stutman, Treister & Glatt PC, in Los Angeles, serve as counsel to the Debtors. The petition was signed by Mark D. Post, chief executive officer and director. Houlihan Lokey Capital, Inc., serves as investment baker to the Debtors. Raymond J. Gaskill, Esq., represents the Debtors as special timeshare counsel. Greenberg, Whitcombe & Takeuchi, LLP, serves as the Debtors' special counsel for employment and labor matters. Lesley, Thomas, Schwarz & Postma, Inc., serves as the Debtors' tax and vacation ownership points accountants. White & Case LLP is the Debtors' special tax counsel. Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the Official Committee of Unsecured Creditors. Creditor Ikon Financial Services is represented by Christine R. Etheridge. Creditor California Bank & Trust is represented in the case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C. Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor Fifth Third Bank. Creditor The Macerich Company is represented by Brian D. Huben, Esq. at Katten Muchin Rosenman LLP. Interested Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at Katten Muchin Rosenman LLP. PEGASUS RURAL: Xanadoo Wireless Assets to be Auctioned in August ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports bankrupt subsidiaries of Xanadoo Co. are setting up an auction in August to sell most of their assets. The company is reserving the right to cancel the auction and instead propose a reorganization plan supported by financing to enable an emergence from Chapter 11. Under the proposed rules, there will be a May 23 hearing in U.S. Bankruptcy Court in Delaware for approval of auction and sale procedures. If the judge goes along, bids would be due initially by July 20, in anticipation of an Aug. 20 auction. A hearing to approve the sale would take place Aug. 22, assuming there is no decision to confirm a reorganization plan instead. According to the report, the assets to be sold include 23 licenses in the 700 megahertz frequency band that were purchased in 2000 and 2001 for $96 million. In addition, the companies will sell licenses they lease in the 2.5 gigahertz spectrum. No buyer is yet under contract, the report discloses. About Pegasus Rural Broadband Pegasus Rural Broadband, LLC, and its affiliates, including Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11772) on June 10, 2011. The Debtors are subsidiaries of Xanadoo Company, a 4G wireless Internet provider. Xanadoo Co. was not among the Chapter 11 filers. The subsidiaries sought Chapter 11 protection after they were unable to restructure $52 million in 12.5% senior secured promissory notes that matured in May. The notes are owing to Beach Point Capital Management LP. Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless high-speed broadband service, including digital phone services, under the Xanadoo brand utilizing licensed frequencies in the 2.5 GHz frequency band. As of May 31, 2011, XLC served 12,000 subscribers in Texas, Oklahoma and Illinois. In the summer of 2010, the Debtors closed all of their retail stores and kiosks in its six operating markets and severed all fulltime sales personnel. Since the closings, the Debtors relied one key retailer in each market to serve as local point of presence to market customer transactions. Judge Peter J. Walsh presides over the case. Rafael Xavier Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware, serve as counsel to the Debtor. NHB Advisors Inc. is their financial advisors. Epiq Systems, Inc., is the claims and notice agent. Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each estimated assets of $100 million to $500 million and debts of $50 million to $100 million. The Chapter 11 filing followed the maturity in May 2011 of almost $60 million in secured notes owing to Beach Point Capital Management LP. The Court denied a motion by the secured noteholders to dismiss the Chapter 11 case and appoint a Chapter 11 trustee. The companies filed a proposed reorganization plan in February predicting sale of licenses in the 700 megahertz spectrum would pay all secured and unsecured creditors in full, with interest. In a separate filing, the companies said the assets will be turned over to secured lenders if there is neither a lender nor a buyer to finance a plan. The plan will be funded either by a new loan or by selling the business and the assets. PENN TREATY: Liquidation Petitions for PTNA and ANIC Denied ----------------------------------------------------------- As previously disclosed, on Oct. 2, 2009, the Insurance Commissioner of the Commonwealth of Pennsylvania filed in the Commonwealth Court of Pennsylvania Petitions for Liquidation for Penn Treaty Network America Insurance Company and American Network Insurance Company. PTNA is a direct insurance company subsidiary of Penn Treaty American Corporation, and ANIC is a subsidiary of PTNA. The Liquidation Petitions were subsequently amended. On May 3, 2012, the Commonwealth Court entered a comment on the docket report in the rehabilitation proceedings of PTNA and ANIC stating that the Amended Petitions are denied for the reasons set forth in the Commonwealth Court's opinion, which has not yet been released. The comment further states, among other things, that the Insurance Commissioner, as rehabilitator, will develop a plan of rehabilitation of PTNA and ANIC, in consultation with Eugene Woznicki and Penn Treaty, as intervenors, and will submit a plan no later than 90 days following the date of the order. About Penn Treaty American Penn Treaty American Corporation -- https://www.penntreaty.com/ -- through its wholly owned direct and indirect subsidiaries, Penn Treaty Network America Insurance Company, American Network Insurance Company, American Independent Network Insurance Company of New York, Network Insurance Senior Health Division and Senior Financial Consultants Company, is engaged in the underwriting, marketing and sale of individual and group accident and health insurance products, principally covering long term nursing home and home health care. On October 2, 2009, the Insurance Commissioner of the Commonwealth of Pennsylvania filed in the Commonwealth Court of Pennsylvania Petitions for Liquidation for PTNA and American Network Insurance Company. PTNA is a direct insurance company subsidiary of Penn Treaty American Corporation, and ANIC is a subsidiary of PTNA. PHOENIX EQ: GreenTech Disputes Fraudulent Transfer Suit ------------------------------------------------------- GreenTech Environmental LLC in a news statement denies allegations presented in a complaint filed by the Chapter 7 bankruptcy trustee of Phoenix EQ Holding Company formerly known as EcoQuest Holding Corp. The complaint, filed Sept. 30, 2011 (Bankr. E.D. Tenn. Adv. Proc. No. 11-05011), alleges that DBG Group Holdings and other entities acquired all of the assets of Phoenix EQ Holding in a transaction that amounted to a fraudulent transfer, both under Bankruptcy Law as well as applicable state law. The lawsuit seeks to undo these transfers, and also seeks monetary damages. The report notes GreenTech Environmental denies all allegations of patent infringement or other alleged wrongdoing of any kind, and has announced that it will vigorously defend against these claims as it continues to serve its distributors. GreenTech Environmental markets Environmental and Energy Saving Technologies, marketed through independent distributors, wholesale and retail outlets. Phoenix EQ Holding Company filed a voluntary Chapter 11 petition (Bankr. E.D. Tenn. Case No. 09-53160) on Nov. 19, 2009. The case was converted to one under Chapter 7 of the Bankruptcy Code on Feb. 10, 2010. David H. Jones was appointed as Chapter 7 trustee. The Debtor was formerly known as "Ecoquest Holding Corporation, Inc." It was a multi-level marketing company which sold state-of- the art air and water purification products, energy management systems, and nutritional supplements to consumers and businesses through a network of independent dealers. The assets of Debtor include Eco Quest, Integrity, Heartland and Unovas product lines. PINNACLE AIRLINES: Panel Taps Imperial as Financial Advisors ------------------------------------------------------------ The Official Committee of Unsecured Creditors in the Chapter 11 cases of Pinnacle Airlines Corp., et al., asks the U.S. Bankruptcy Court for the Southern District of New York for permission to retain Imperial Capital, LLC, as financial advisors. Imperial will provide consulting and advisory services in the course of the Chapter 11 cases, including: a) analysis of the Debtors' business, operations, properties, financial condition, competition, forecast, prospects and management; b) financial valuation of the ongoing operations of the Debtors; and c) assist the Committee in developing, evaluating, structuring and negotiating the terms and conditions of a potential restructuring plan, including the value of the securities, if any, that may be issued under a restructuring plan; Imperial will seek payment for compensation on a monthly fixed fee basis of $150,000, plus reimbursement of actual and necessary expenses incurred. In addition, Imperial is entitled to a single completion fee of between $750,000 and $1,250,000 for the completion of a restructuring, but in no case will Imperial be entitled to more than one completion fee. To the best of the Committee's knowledge, Imperial is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors have agreed to indemnify and hold harmless Imperial and any of its subsidiaries and affiliates, officers, directors, principals, shareholders, agents, independent contractors and employees. The Committee set a May 16, 2012, hearing at 9:45 a.m. on Imperial's retention. Objections, if any, are due May 9, at 4:00 p.m. About Pinnacle Airlines 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. A seven-member official committee of unsecured creditors has been appointed in the case. The Committee selected Goodrich Corporation as its chairperson. The Committee tapped Morrison & Foerster LLP as its counsel. PINNACLE AIRLINES: Panel Taps Morrison & Foerster as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors in the Chapter 11 cases of Pinnacle Airlines Corp., et al., asks the U.S. Bankruptcy Court for the Southern District of New York for permission to retain Morrison & Foerster LLP as its counsel. The Committee relates that the hourly rates of the firm's personnel are: Partners $695 - $1,125 Of Counsel $550 - $950 Associates $380 - $685 Paraprofessionals $185 - $360 The personnel designated to the case and their hourly rates are: Brett H. Miller, partner $975 Lorenzo Marinuzzi, partner $865 Todd M. Goren, partner $750 Erica J. Richards, associate $595 William Hildbold, associate $445 Laura Guido, paraprofessional $280 To the best of the Committee's knowledge, Morrison & Foerster is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. A hearing on May 16, 2012, at 9:45 a.m. (Prevailing Eastern Time), has been set. Objections, if any, are due May 9, at 4:00 p.m. The firm can be reached at: Brett H. Miller, Esq. Lorenzo Marinuzzi, Esq. Todd M. Goren, Esq. MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, NY 10104 Tel: (212) 468-8000 Fax: (212) 468-7900 E-mail: brettmiller@mofo.com lmarinuzzi@mofo.com tgoren@mofo.com About Pinnacle Airlines 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. A seven-member official committee of unsecured creditors has been appointed in the case. The Committee selected Goodrich Corporation as its chairperson. The Committee tapped Imperial Capital, LLC as its financial advisors. PINNACLE AIRLINES: OK'd to Reject Deals with Lufthansa, et al. -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Pinnacle Airlines Corp., et al., to reject each of the Lufthansa MOU, the GE Agreements, the P&WC Agreement and the Former Officer Agreements, including all amendments, supplements, waivers, side letters and other ancillary agreements related thereto. The Debtors are authorized to reject these agreements: 1. Memorandum of Understanding dated Nov. 3, 2011, with Lufthansa Systems AG. Pursuant to the Lufthansa MOU, Pinnacle Holdings agreed to negotiate an agreement whereby Lufthansa would provide operations, crew and flight management services through Lufthansa's Integrated Operations Control Center Platform. The parties have not yet negotiated the agreement, and the Debtors do not currently use or intend to use Lufthansa's services under the Lufthansa MOU. 2. The Term Cost Plan Agreement dated Dec. 15, 2009, between Colgan Air Inc. and Pratt & Whitney Canada Corp. Pursuant to the P&WC Agreement, Colgan hired P&WC to provide engine maintenance services for certain of Colgan's Dash 8-Q400 aircraft through January 2018. Under the P&WC Agreement, Colgan pays P&WC for engine maintenance services at a set rate per engine operating hour, which rate adjusts periodically. The Debtors have determined that due to their wind-down agreements with United Airlines and Export Development Canada, the P&WC Agreement is no longer necessary. The Debtors therefore seek to reject the P&WC Agreement to relieve the Debtors' estates of an unnecessary burden and save approximately $600,000 per month. 3. Certain of the Debtors' agreements for engine maintenance services with General Electric Company and GE Engine Services, Inc., including (1) the Engine Care Maintenance Plan Agreement between GE and Mesaba Aviation, Inc. dated Oct. 1, 1997; and (2) the Engine Care Maintenance Plan Agreement between GE Engine Services and Colgan dated Dec. 31, 2003. Pursuant to the GE Agreements, Mesaba and Colgan hired GE and GE Engine Services, respectively, to provide engine maintenance services for their fleets of Saab 340 aircraft through Nov. 30, 2012, and Dec. 30, 2012, respectively. Under the GE Agreements, Mesaba and Colgan pay GE and GE Engine Services for engine maintenance services at a set rate per engine operating hour, which rate adjusts periodically. The Debtors have determined that they do not and will not use the relevant engines enough to make the GE Agreements cost effective. The Debtors therefore seek to reject the GE Agreements to relieve the Debtors' estates of an unnecessary burden and save approximately $600,000 per month. 4. The Consulting Agreement dated March 10, 2011, between Pinnacle Holdings and Philip H. Trenary and the Release Agreement dated Oct. 19, 2011, between Pinnacle Holdings and Douglas W. Shockey, in each case effective as of the Petition Date. Pursuant to the Officer Agreements, the Debtors pay Trenary for consulting services and Shockey for non-revocation of a release signed concurrently with the Shockey Agreement. The Debtors are eager to use these chapter 11 proceedings to maximize value for all stakeholders and emerge as stronger businesses. After analyzing the Officer Agreements, the Debtors have determined, in the sound exercise of their business judgment, that rejecting the Former Officer Agreements would benefit the Debtors' estates by allowing the Debtors to avoid accruing ongoing payment obligations under the Former Officer Agreements, which provide no ongoing benefit to the Debtors' estates. The Debtors estimate that the total savings from rejecting the Officer Agreements will exceed $1,500,000. A full-text copy of the motion is available for free at http://bankrupt.com/misc/PINNACLEAIRLINES_Reject_Deals_motion.pdf The Court also said that nothing in the order is intended to, or will be deemed to, affect Shockey's or Trenary's eligibility for, or access to, coverage under the Debtors' group medical and dental insurance plans pursuant to the Consolidated Omnibus Budget Reconciliation Act. The Court in a separate order authorized the Debtors to: -- pay all or a portion of those prepetition labor, shipping and delivery charges to Shippers, Warehousemen and Service Providers; and -- reject the rejected agreements and terminate the guarantee, with the rejections and termination to take effect as of the Petition Date, and (ii) the applicable debtors to perform under the term sheets. About Pinnacle Airlines 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. A seven-member official committee of unsecured creditors has been appointed in the case. The Committee selected Goodrich Corporation as its chairperson. The Committee tapped Morrison & Foerster LLP as its counsel, and Imperial Capital, LLC as its financial advisors. PINNACLE AIRLINES: Taps Barclays Capital as Investment Banker -------------------------------------------------------------- Pinnacle Airlines Corp., et al., ask the U.S. Bankruptcy Court for the Southern District of New York for permission to employ Barclays Capital Inc., as investment banker. Barclays Capital will, among other things: i. provide general business and financial analyses of the Debtors, including a review, from a financial point of view, of the Debtors' current business plan and financial projections; ii. assist the Debtors in the preparation of their financial forecasts and scenarios related thereto; and iii. evaluate, from a financial point of view, the current capitalization of the Debtors and their requirements for liquidity based on the Debtors' business plan. Barclays Capital's fee structure includes: i. a monthly fee of $150,000; ii. a transaction fee equal to $3,700,000; iii. a one-time fee in an amount equal to the lesser of (i) 6% of the aggregate amount of the gross proceeds raised on behalf of the Debtors, and (ii) $1,000,000, payable in cash at the later of the closing of the Exit Financing Capital Raise and the consummation of a Restructuring, provided that the payment of the Exit Financing Capital Raising Fee will be subject to approval of the Bankruptcy Court pursuant to a final fee application submitted pursuant to the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and any applicable local rules of the Bankruptcy Court; and iv. an expense reimbursement. Before the Petition Date, the Debtors paid Barclays $450,000 in fees on account of the Monthly Fees and $79,760 on account of expenses pursuant to the Engagement Letter. In addition, Barclays holds a deposit for future Monthly Fees of $150,000 and the Expense Deposit of $25,000 as security for payment for services and expenses under the Engagement Letter. Barclays still holds the entire Monthly Fee Deposit and Expense Deposit, and Barclays will apply the mounts, subject to prior approval of the Court, to any invoiced amounts that the Debtors have not timely paid, and if there are no such unpaid invoiced amounts, to any final invoice with respect to services provided to the Debtors under the Engagement Letter. To the best of the Debtors' knowledge, Barclays is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The Debtors have agreed, among other things, to indemnify and hold harmless Barclays and other indemnified parties from and against any and all claims, liabilities, losses, expenses, damages, joint or several, arising out of or otherwise relating to the Engagement Letter or the Prepetition Engagement Letter. A hearing on May 16, 2012, at 9:45 a.m. (prevailing Eastern Time), has been set. About Pinnacle Airlines 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. A seven-member official committee of unsecured creditors has been appointed in the case. The Committee selected Goodrich Corporation as its chairperson. The Committee tapped Morrison & Foerster LLP as its counsel, and Imperial Capital, LLC as its financial advisors. RAMSESEE INVESTMENT: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Ramsesee Investment Group, LLC 1710 Purdue Avenue, #205 Los Angeles, CA 90025 Bankruptcy Case No.: 12-25621 Chapter 11 Petition Date: May 2, 2012 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Peter Carroll Debtor's Counsel: Julie Lim, Esq. LAW OFFICES OF JULIE C LIM 714 W Olympic Blvd., Ste 900 Los Angeles, CA 90015 Tel: (213) 765-0018 Fax: (213) 765-0158 E-mail: julie@limlawfirm.com Scheduled Assets: $0 Scheduled Liabilities: $2,620,436 A copy of the Company's list of its 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb12-25621.pdf The petition was signed by Danny B. Singleton, manager. RESIDENTIAL CAPITAL: Treasury to Support Restructuring ------------------------------------------------------ Carolina Bolado, writing for Law360.com, reports that an official with the U.S. Department of the Treasury on Monday said the Treasury would support a bankruptcy filing for Residential Capital LLC, Ally Financial Inc.'s troubled mortgage unit. The Treasury - - which owns 74% of ResCap's common equity after a 2008 and 2009 bailout of almost $17 million -- would back an insolvency plan if the company's board chooses that route, according to the official. The report says an Ally spokeswoman declined to comment on the matter. As reported by the Troubled Company Reporter on May 2, 2012, Ally Financial said its losses from a Rescap bankruptcy would range from $400 million to $1.25 billion. In financial statements filed with regulators on April 27, Ally said ResCap, one of its mortgage subsidiaries, continues to be negatively impacted by the events and conditions in the mortgage banking industry and the broader economy that began in 2007. Market deterioration has led to fewer sources of, and significantly reduced levels of, liquidity available to finance ResCap's operations. ResCap is highly leveraged relative to its cash flow and has recognized credit and valuation losses and other charges resulting in a significant deterioration in capital. In the future, ResCap may also continue to be negatively impacted by exposure to representation and warranty obligations, adverse outcomes with respect to current or future litigation, fines, penalties, or settlements related to our mortgage-related activities, and additional expenses to address regulatory requirements. ResCap did not make a semi-annual interest payment that was due on April 17 related to $473 million of unsecured debt principal, which matures in 2013. The interest due was $20 million. The indenture provides that a failure to pay interest on an interest payment date does not become an event of default unless such failure continues for a period of 30 days. ResCap has significant additional near-term interest and principal payments on its outstanding debt securities and credit facilities. Ally or ResCap may take additional actions with respect to ResCap as each party deems appropriate. These actions may include, among others, Ally providing or declining to provide additional liquidity and capital support for ResCap; Ally purchasing assets from ResCap; asset sales by ResCap to third parties, or other business reorganization or similar action by ResCap with respect to all or part of ResCap and/or its affiliates. This may include a reorganization under bankruptcy laws, which ResCap is actively considering. Potential Bankruptcy ResCap remains heavily dependent on Ally and its affiliates for funding and capital support, and there can be no assurance that Ally or its affiliates will continue such actions or that Ally will choose to execute any further strategic transactions with respect to ResCap or that any transactions undertaken will be successful. 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 has extensive financing and hedging arrangements with ResCap that could be at risk of nonpayment if ResCap were to file for bankruptcy. At Dec. 31, 2011, Ally had funding arrangements with ResCap that included $1.0 billion of senior secured credit facilities (the Senior Secured Facilities) and a $1.6 billion line of credit (Line of Credit) consisting of a $1.1 billion secured facility and a $500 million unsecured facility. The Senior Secured Facilities and Line of Credit had a maturity date of April 13, 2012. Ally extended the maturity date of the Senior Secured Facilities and the $1.1 billion secured facility under the Line of Credit to May 14, 2012. The $500 million unsecured facility under the Line of Credit was not extended. At March 31, 2012, the $1.0 billion in Senior Secured Facilities were fully drawn, and $410 million of the remaining $1.1 billion Line of Credit was drawn. At March 31, 2012, the hedging arrangements were fully collateralized. Amounts outstanding under the secured financing and hedging arrangements fluctuate. Ally also said in the Securities and Exchange Commission filing, "If ResCap were to file for bankruptcy, ResCap's repayments of its secured financing facilities to us could be slower. In addition, we could be an unsecured creditor of ResCap to the extent that the proceeds from the sale of our collateral are insufficient to repay ResCap's obligations to us. It is possible that other ResCap creditors would seek to recharacterize our loans to ResCap as equity contributions or to seek equitable subordination of our claims so that the claims of other creditors would have priority over our claims. In addition, should ResCap file for bankruptcy, our $399 million investment related to ResCap's equity position as of March 31, 2012, would likely be reduced to zero. If a ResCap bankruptcy were to occur, we could incur significant charges, substantial litigation could result, and repayment of our credit exposure to ResCap could be at risk. We currently estimate a range of reasonably possible losses arising at the time of a ResCap bankruptcy filing, including our investment in ResCap, to be between $400 million and $1.25 billion. This estimated range is based on significant judgment and numerous assumptions that are subject to change, and which could be material." 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 reported a net loss of $157 million in 2011, compared with net income of $1.07 billion in 2010. Net income was $310 million for the three months ended March 31, 2012. The Company's balance sheet at March 31, 2012, showed $186.35 billion in total assets, $166.68 billion in total liabilities and $19.66 billion in total equity. * * * 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. RITE AID: Prices Add-On Offering of Senior Notes ------------------------------------------------ Rite Aid Corporation announced the pricing of an offering of an additional $421.0 million aggregate principal amount of 9.25% senior notes due 2020 at a price of 101.25% which will result in total proceeds of approximately $426.3 million. The Notes are being offered as additional notes under an existing indenture pursuant to which Rite Aid previously issued $481.0 million aggregate principal amount of 9.25% senior notes due 2020. The Notes to be issued in this offering and the previously issued 9.25% senior notes due 2020 will be equal in right of payment, will vote together with, and will form a single class of notes under the indenture. The Notes will be unsecured, unsubordinated obligations of Rite Aid Corporation and will be guaranteed by substantially all of Rite Aid's subsidiaries. The offering is expected to close on May 15, 2012, subject to customary closing conditions. Rite Aid intends to use the net proceeds of the offering, together with available cash, to pay the consideration, accrued and unpaid interest and related fees and expenses in connection with the previously announced tender offer for any and all of its outstanding 9.375% senior notes due 2015 and related consent solicitation. Rite Aid intends to call for redemption any 9.375% senior notes due 2015 not tendered in the tender offer. Rite Aid's results of operations, including net loss and loss per share, will be affected by expenses and charges related to this offering and the tender offer and consent solicitation, which are not included in its guidance. The Notes and the related subsidiary guarantees have been offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related subsidiary guarantees have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements. About Rite Aid Corp. Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has more than 4,700 stores in 31 states and the District of Columbia and fiscal 2010 annual revenues of $25.7 billion. Rite Aid reported a net loss of $368.57 million for the year ended March 3, 2012, a net loss of $555.42 million for the year ended Feb. 26, 2011, and a net loss of $506.67 million for the year ended Feb. 27, 2010. The Company's balance sheet at March 3, 2012, showed $7.36 billion in total assets, $9.95 billion in total liabilities and a $2.58 billion in total stockholders' deficit. * * * In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit rating. During that time, Moody's Investors Service also affirmed its Caa2 Corporate Family Rating, Caa2 Probability of Default Rating, and SGL-3 Speculative Grade Liquidity rating. "The ratings reflect our expectation that Camp Hill, Pa.-based retail drugstore chain Rite Aid Corp.'s financial risk profile will remain 'highly leveraged', despite improving sales trends, due to its significant debt," said Standard & Poor's credit analyst Ana Lai. Moody's said in February that Rite Aid's Caa2 Corporate Family Rating reflects its weak credit metrics and unsustainable capital structure with debt to EBITDA of 8.8 times and EBITA to interest expense of 0.8 times. Although Moody's believes that Rite Aid earnings will benefit from Walgreen's dispute with Express Scripts as well as from the strong generic pipeline, Moody's anticipates that lower reimbursement rates will offset some of this positive earnings pressure. Thus, Moody's forecasts that Rite Aid's credit metrics will remain weak. In addition, Rite Aid faces a tradeoff between the need to address its sizable 2014 and 2015 debt maturities against the likelihood that any refinancing will be at a higher interest rate. Should Rite Aid successfully refinance its 2014 and 2015 debt maturities, its borrowing costs will likely increase further weakening Rite Aid's interest coverage. Consequently, Moody's is concerned that Rite Aid may choose to voluntarily restructure its debt over the medium term. RIVENDELL II: Case Summary & 5 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Rivendell II, Ltd.-LP 922 S. Claremont St. San Mateo, CA 94402 Bankruptcy Case No.: 12-31360 Chapter 11 Petition Date: May 2, 2012 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Dennis Montali Debtor's Counsel: James F. Beiden, Esq. LAW OFFICES OF JAMES F. BEIDEN 840 Hinckley Rd. #245 Burlingame, CA 94010 Tel: (650) 697-6100 E-mail: attyjfb@yahoo.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 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/canb12-31360.pdf The petition was signed by Victor M. Catanzaro, general partner. RIVIERA PLAZA: Case Summary & 9 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Riviera Plaza Investments, LLC 6440 N. Hamlin Ave. Lincolnwood, IL 60712 Bankruptcy Case No.: 12-18109 Chapter 11 Petition Date: May 2, 2012 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Eugene R. Wedoff Debtor's Counsel: Ethan Ostrow, Esq. BROWN, UDELL, POMERANTZ & DELRAHIM, LTD. 1332 North Halsted Street, Suite 100 Chicago, IL 60642 Tel: (312) 475-9900 Fax: (312) 475-1188 E-mail: eostrow@bupdlaw.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 nine largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb12-18109.pdf The petition was signed by Haresh K. Shah, manager. S.K. PROPERTIES: Case Summary & Largest Unsecured Creditor ---------------------------------------------------------- Debtor: S.K. Properties a North Carolina General Partnership Attn: Smith Stokes P.O. Box 1368 Lexington, NC 27293 Bankruptcy Case No.: 12-10646 Chapter 11 Petition Date: May 3, 2012 Court: United States Bankruptcy Court Middle District of North Carolina (Greensboro) Judge: Thomas W. Waldrep Jr. Debtor's Counsel: Samantha K. Brumbaugh, Esq. IVEY, MCCLELLAN, GATTON & TALCOTT, LLP 100 S. Elm Street, Suite 500 P.O. Box 3324 Greensboro, NC 27402 Tel: (336) 274-4658 Fax: (336) 274-4540 E-mail: cfslaw@hotmail.com Scheduled Assets: $1,031,586 Scheduled Liabilities: $1,031,357 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of North Carolina unknown unknown c/o Alan B. Powell P.O. Box 1550 High Point, NC 27261 The petition was signed by Eston Smith Stokes, Jr., general partner. Affiliate that previously filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Eston Smith Stokes, Jr. 11-11387 09/08/11 SAINT VINCENTS: Proceeds of Liquidating Trust Assets to Fund Plan ----------------------------------------------------------------- Saint Vincents Catholic Medical Centers of New York, et al., submitted to the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement explaining the proposed Chapter 11 Plan dated April 24, 2012. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan is predicated upon, and seeking approval to implement, various material creditor settlements with the Debtors' largest, secured, priority and unsecured creditors, well as a global intercompany settlement negotiated among the Debtors and with the Official Committee of Unsecured Creditors and other settling creditor parties. All of these settlements reflect extensive and protracted negotiations among multiple parties -- all with the goal of providing for an efficient and expeditious emergence from these Chapter 11 Cases and the avoidance of costly litigation that, if pursued, would only substantially reduce, or perhaps eliminate, recoveries for creditors in the cases. The Plan will be funded by the proceeds of the Liquidating Trust Assets. After the payment or reservation for all Allowed Unclassified Claims; all Allowed Claims in Classes 1 and 2, Liquidating Trust Reserves, the Operating Accounts, and the Tail Funds, all Remaining Cash will be used to fund the Unsecured Claims Fund. Plan Treatment Class Claims Estimated Percentage Recovery ----- ------ ----------------------------- Class 1 Priority Non-Tax Clams 100% Class 2 Secured Claims 100% Class 3 GUC Unsecured Claims Each holder of an Allowed Claim in Class 3 will receive, in full satisfaction of the unpaid amount of the Allowed Claim, a pro rata share of the proceeds in the Unsecured Claims Fund. Class 4 Multi-Employer Each holder of an Allowed Pension Fund Claim in Class 4 will receive, Subordinated in full satisfaction of its Unsecured Claim Allowed Claim, a Pro Rata Share of the proceeds in the Unsecured Claims Funds, only after all Allowed Claims in Class 3 are paid in full. The Debtors propose that the voting deadline be set for June 15, 2012, at 5:00 p.m. (prevailing Eastern Time). The record date for determining which creditors may vote on the Plan is May 17. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SAINT_VINCENTS_ds.pdf About Saint Vincents Saint Vincents Catholic Medical Centers of New York, doing business as St. Vincent Catholic Medical Centers -- http://www.svcmc.org/-- was anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951). St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11963) on April 14, 2010. The Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. SAINT VINCENTS: Togut Segal OK'd to Handle Preference Actions Work ------------------------------------------------------------------ The Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern District of New York granted the joint motion of Saint Vincents Catholic Medical Centers of New York, et al., and the Official Committee of Unsecured Creditors to modify the terms of compensation of Togut, Segal & Segal LLP, conflicts counsel. The Court ordered that the retention and employment of the Togut Firm will include the preference actions work, and the contingency fee arrangements are approved. The Court further said that the order does not alter the compensation standards for non-Preference Actions work previously approved by the original retention order of the Court dated May 28, 2010, which will remain in full force and effect. The Togut Firm will not terminate its engagement without further order from the Court. As reported in the Troubled Company Reporter on June 8, 2010, the Debtors will pay Togut Segal in accordance with the firm's customary hourly rates: Partners $800 - $935 Associates and counsel $275 - $720 Paralegals and law clerks $155 - $285 The Debtors will also reimburse Togut Segal for its expenses including, among other things, telecopier charges, mail and express mail charges, special or hand delivery charges, document processing, photocopying and travel expenses. About Saint Vincents Saint Vincents Catholic Medical Centers of New York, doing business as St. Vincent Catholic Medical Centers -- http://www.svcmc.org/-- was anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951). St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11963) on April 14, 2010. The Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. SMF ENERGY: Gets Court Approval to Auction Assets on May 25 ----------------------------------------------------------- The Bankruptcy Court has authorized SMF Energy Corp. to conduct an auction of its assets on May 25. Stephanie Gleason at Dow Jones Daily Bankruptcy Review reported that SMF Energy named Sun Coast Resources Inc. as its stalking- horse bidder. Sun Coast, a Houston-based fuel delivery company, according to the report, offered $9 million plus a price for the inventory, to be determined three days before the sale, based on an inventory count. DBR said the bid consists of two parts: -- $5 million for the assets not in Texas; and -- $4 million for the Texas-based assets. Other bidders are entitled to bid on both or either portion of these assets. According to the DBR report, the Debtors proposed that if Sun Coast is outbid for the non-Texas assets, it is entitled to a $100,000 breakup fee. If it loses the Texas-based assets at auction, it is entitled to $80,000. According to the DBR report, SMF Energy also asked the Court to restrict trading of its common stock to preserve tax-refund claims it expects to receive because of its net operating losses during the last five years. The DBR report also said the bankruptcy court granted SMF Energy interim use of cash to continue its operations even though SMF Energy had said that Wells Fargo probably wouldn't consent. About SMF Energy SMF Energy Corporation, a provider of fuel and lubricants for the trucking, manufacturing and construction industries, and three of its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Lead Case No. 12-19084) on April 15, 2012. The affiliates are SMF Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty, Inc. Fort Lauderdale, Florida-based SMF Energy -- dba Streicher Mobile Fueling and SMF Generator Fueling Services -- disclosed $37.0 million in assets and $25.17 million in liabilities as of Dec. 31, 2011. On March 22, 2012, the Company appointed Soneet Kapila of Kapila & Company, Ft. Lauderdale, Florida, as its Chief Restructuring Officer to direct the Company's efforts to increase revenues and reduce expenses required by the decision to change the Company's pricing structure. Judge Raymond B. Ray oversees the case. Lawyers at Genovese Joblove & Battista, P.A., serve as the Debtors' counsel. The petition was signed by Soneet R. Kapila, the CRO. SMF filed for bankruptcy reorganization when the lender Wells Fargo Bank. The bank is owed $11.2 million, including $8 million on a revolving credit secured by all assets. SPECIALTY PRODUCTS: FCR Proposes Resolutions LLC as Consultants --------------------------------------------------------------- Eric D. Green, the court-appointed Legal Representative for Future Asbestos-Related Claimants ("FCR") in the Chapter 11 cases of Specialty Products Holding Corp., et al., asks the U.S. Bankruptcy Court for the District of Delaware for permission to retain the firm Resolutions, LLC, as consultants. The firm will assist the FCR with the execution of its statutory duties. The analyst who will assist the FCR is Michael Robertson. Mr. Robertson's standard hourly rate is $175. The executive assistant who will assist the FCR is Cathy Kern. Ms. Kern's hourly rate is $60. Mr. Robertson will provide assistance to the FCR with alternative dispute resolution matters and with analyzing and synthesizing the due diligence and other information provided in the Chapter 11 cases. To the best of the FCR's knowledge, the firm does not hold or represent any interest adverse to the Debtors in the matters for which the firm is to be employed. The FCR set a hearing on June 18, 2012, at 9:00 a.m. (ET). Objections, if any, are due May 7, at 4:00 p.m. (ET). About Specialty Products Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM, Inc., is a wholly owned subsidiary of RPM International Inc. The Company is the holding company parent of Bondex International, Inc., and the direct or indirect parent of certain additional domestic and foreign subsidiaries. The Company claims to be a leading manufacturer, distributor and seller of various specialty chemical product lines, including exterior insulating finishing systems, powder coatings, fluorescent colorants and pigments, cleaning and protection products, fuel additives, wood treatments and coatings and sealants, in both the industrial and consumer markets. The Company filed for Chapter 11 bankruptcy protection on May 31, 2010 (Bankr. D. Del. Case No. 10-11780). Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve as bankruptcy counsel. Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at Richards Layton & Finger, serve as co-counsel. Logan and Company is the Company's claims and notice agent. The Company estimated its assets and debts at $100,000,001 to $500,000,000. The Company's affiliate, Bondex International, Inc., filed a separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779), estimating its assets and debts at $100,000,001 to $500,000,000. SPOT MOBILE: Lenders Demand Immediate Payment of $3-Mil. Debt ------------------------------------------------------------- Spot Mobile International Ltd. received a notice of default from a third party lender with respect to a Convertible Promissory Note, dated Feb. 28, 2011, executed by the Company in favor of a third party lender on May 1, 2012. Pursuant to the notice of default, all amounts due under the Convertible Promissory Note were accelerated due to the Company's failure to make required payments and the lender demanded full payment of the principal amount of $500,000 together with all accrued interest thereon. The notice states that if full payment is not made within five business days, the lender would proceed to enforce all of its rights and remedies under the Convertible Promissory Note. On May 1, 2012, Spot Mobile Corp, the Company's wholly-owned subsidiary received a notice of default from a third party lender with respect to a Secured Promissory Note, dated Sept. 16, 2011, executed by SMC in favor of the third party lender. The Secured Promissory Note evidences a revolving line of credit facility in the principal amount of up to $3,000,000 and is secured by a lien on all of the assets of SMC and a pledge of the capital stock of SMC. Pursuant to the notice of default, immediate payment of the outstanding principal amount of $1,345,000 together with all accrued interest thereon was demanded. The notice states that if full payment is not made immediately, the lender would proceed to enforce all of its rights and remedies under the Secured Promissory Note and related security documents. On May 1, 2012, SMC received a notice of default from a third party with respect to an Assumption Agreement, dated Oct. 29, 2010, pursuant to which SMC assumed indebtedness in the principal amount of $1,175,000 at an annual rate of interest of 10%. That indebtedness is secured by a lien on all of the assets of SMC. Pursuant to the notice of default, immediate payment of the outstanding principal amount together with all accrued interest thereon was demanded. The notice states that if full payment is not made immediately, the creditor party would proceed to enforce all of its rights and remedies under the Assumption Agreement and related security documents. About Spot Mobile Spot Mobile, formerly Rapid Link Incorporated -- http://www.rapidlink.com/-- is a telecommunications services company which, through its wholly owned subsidiary, provides prepaid telecommunication and transaction based point of sale activation solutions through 1,000 independent retailers in the Eastern United States. The Company also provides long distance services and plans to expand its product offering to include mobile and wireless services. The Company reported a net loss of $4.53 million for the year ended Oct. 31, 2011, compared with a net loss of $3.56 million during the prior year. The Company's balance sheet at Oct. 31, 2011, showed $1.66 million in total assets, $6.83 million in total liabilities, and a $5.17 million total shareholders' deficit. For 2011, GHP Horwath, P.C., in Denver, Colorado, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company reported a net loss of approximately $4,536,000 for the year ended Oct. 31, 2011, and has a working capital deficiency and shareholders' deficit of approximately $6,619,000, and $11,099,000, respectively, at Oct. 31, 2011. SPRINT NEXTEL: CEO Waives $3.2 Million of Benefits -------------------------------------------------- Sprint Nextel Corporation and Daniel R. Hesse, President and Chief Executive Officer of the Company, entered into a letter agreement, a copy of which is available for free at http://is.gd/HRPdgA Pursuant to the Letter Agreement, Mr. Hesse agreed to voluntarily reduce his future compensation. These voluntary actions regarding Mr. Hesse's personal compensation, which total $3,250,830, will eliminate any benefit for Mr. Hesse to the discretionary adjustment the Compensation Committee made earlier this year, and will set Mr. Hesse's 2012 incentive compensation target opportunities at his 2010 levels. "As you know, the Company has received feedback from some shareholders relating to the discretionary adjustment the Compensation Committee made under the incentive plan payouts for the impact of the iPhone on our financial results. I do not want, nor does our Compensation Committee want, to penalize Sprint employees for the company's investment with Apple, so I will forego this adjustment to my compensation." 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. The Company's balance sheet at March 31, 2012, showed $50.61 billion in total assets, $40.02 billion in total liabilities, and $10.59 billion in total shareholders' equity. * * * 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. SUMMIT PLAZA: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Summit Plaza Storage Partners, LLC 4375 E. Sahara Ave. Las Vegas, NV 89104 Bankruptcy Case No.: 12-15402 Chapter 11 Petition Date: May 4, 2012 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce T. Beesley Debtor's Counsel: Talitha B. Gray, Esq. GORDON & SILVER, LTD. 3960 Howard Hughes Pkwy., 9th Floor Las Vegas, NV 89169 Tel: (702) 796-5555 E-mail: athalrose@gordonsilver.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 eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb12-15402.pdf The petition was signed by Daniel J. Elefante, manager. SUNBELT CRANES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Sunbelt Cranes, Construction & Hauling, Inc. 200 Washington Avenue Dravosburg, PA 15034 Bankruptcy Case No.: 12-22338 Chapter 11 Petition Date: May 3, 2012 Court: U.S. Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Thomas P. Agresti Debtor's Counsel: Robert O. Lampl, Esq. 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 E-mail: rol@lampllaw.com 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 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/pawb12-22338.pdf The petition was signed by Douglas Hagy, CFO. Affiliate that previously filed separate Chapter 11 petition: Entity District Case No. Petition Date ------ -------- -------- ------------- Ray G. Anthony W.D. Pa. 10-26552 9/14/10 TENET HEALTHCARE: Sells $291.2 Million Senior Notes --------------------------------------------------- Tenet Healthcare Corporation sold $141,233,000 in aggregate principal amount of 6.250% Senior Secured Notes due 2018 in a private placement. The 2018 Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Tenet will pay interest on the 2018 Notes semi-annually, in arrears, on May 1 and November 1 of each year, commencing Nov. 1, 2012, to holders of record on the immediately preceding April 15 and October 15. The 2018 Notes will rank pari passu with Tenet's previously issued 6.250% Senior Secured Notes due 2018, which were issued in November 2011, 9.000% Senior Secured Notes due 2015, which were issued in March 2009, 10% Senior Secured Notes due 2018, which were issued in March 2009, and 8.875% Senior Secured Notes due 2019, which were issued in June 2009, and similarly will be guaranteed by and secured by a pledge of the capital stock and other ownership interests of certain of Tenet's subsidiaries. In connection with the issuance of the 2018 Notes, Tenet also entered into an Exchange and Registration Rights Agreement dated April 30, 2012, with Merrill Lynch, Pierce, Fenner & Smith Incorporated, which sets forth Tenet's obligations to register the 2018 Notes under the Securities Act if the 2018 Notes have not become freely tradable on or before May 15, 2013. On April 30, 2012, Tenet sold $150,000,000 in aggregate principal amount of 8% Senior Notes due 2020 in a private placement. The 2020 Notes have not been registered under the Securities Act. Tenet will pay interest on the 2020 Notes semi-annually, in arrears, on February 1 and August 1 of each year, commencing Aug. 1, 2012, to holders of record on the immediately preceding January 15 and July 15. The 2020 Notes are unsecured and will rank equally with all of Tenet's existing and future unsecured senior debt, will rank senior to all of Tenet's existing and future unsecured subordinated debt and will be effectively subordinated to all of Tenet's existing and future secured debt, to the extent of the value of the collateral securing such secured indebtedness. In connection with the issuance of the 2020 Notes, Tenet also entered into an Exchange and Registration Rights Agreement dated April 30, 2012, with Merrill Lynch, Pierce, Fenner & Smith Incorporated. Pursuant to the 2020 Notes Registration Rights Agreement, Tenet has agreed to use commercially reasonable efforts to register with the SEC notes having substantially identical terms as the 2020 Notes as part of an offer to exchange freely tradable exchange notes for these notes subject to the terms set forth in the 2020 Notes Registration Rights Agreement. The proceeds from the sale of the 2018 Notes and the 2020 Notes were used, together with cash on hand, to acquire 298,700 shares of 7.000% Mandatory Convertible Preferred Stock, par value $0.15, issued by Tenet on Sept. 25, 2009. A copy of the Form 8-K is available for free at: http://is.gd/KdNWdN About Tenet Healthcare Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) -- http://www.tenethealth.com/-- is a health care services company whose subsidiaries and affiliates own and operate acute care hospitals, ambulatory surgery centers and diagnostic imaging centers. The Company's balance sheet at Dec. 31, 2011, showed $8.46 billion in total assets, $6.95 billion in total liabilities, $16 million in redeemable non-controlling interests in equity of consolidated subsidiaries, and $1.49 billion in total equity. * * * Standard & Poor's Ratings Services said November 2011 the corporate credit rating on Tenet is 'B' and the outlook is stable. "The rating reflects our view of the company's weak business risk as the benefits of a fairly sizable portfolio of 49 hospitals are undercut by uncertain reimbursement, significant uncompensated care, weak patient volume trends and concentration in certain markets, many of which are competitive. We view Tenet's financial risk profile as aggressive, even though there has been a recent reduction in debt to EBITDA to 4.5x. This has contributed to the generation of free cash flow since last year. (For the latest complete corporate credit rating rationale, see Standard & Poor's research report on Tenet published July 20, 2011 on Ratings Direct)," S&P related. Moody's Investors Service said in November 2011 that Tenet's 'B2' Corporate Family Rating remains constrained by Moody's expectation of modest free cash flow generation and continued high geographic concentration. Furthermore, industry challenges like high bad debt expense, weak volume trends and changes in mix as commercial volumes decline, will likely challenge organic growth. However, the rating also incorporates Moody's expectation that the company will continue to see improvements in operating performance, driven by cost savings initiatives and benefits from capital investment. TOUVE LIMITED: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Touve, Limited Liability Company 848 North Rainbow Blvd., Suite 2662 Las Vegas, NV 89107 Bankruptcy Case No.: 12-15337 Chapter 11 Petition Date: May 3, 2012 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce T. Beesley Debtor's Counsel: Steven J. Szostek, Esq. STEVEN J. SZOSTEK, LTD 2001 Oak River Street Las Vegas, NV 89134 Tel: (702) 325-6224 E-mail: szostek@cox.net Scheduled Assets: $9,601,363 Scheduled Liabilities: $7,811,877 A copy of the Company's list of its two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb12-15337.pdf The petition was signed by Condor NV, Inc., operating manager TRAFFIC CONTROL: Final DIP, Cash Use Hearing on Wednesday --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware granted an interim order with respect to Traffic Control and Safety Corporation, et al.'s motion to: -- obtain up to $12.5 million under a senior secured superpriority debtor-in-possession priming credit agreement dated April 19, 2012, with Fifth Street Finance Corp., as lender and administrative agent for the DIP lenders, provided than not more than $3 million may be borrowed prior to the entry of the final order; and -- use cash collateral of the first lien and second lien lenders. The Debtors would use the financing and the cash collateral to fund the administration of the Debtors' estate and continued operation of their business. All revolving loans will bear interest at LIBOR plus 12% per annum. The DIP loan will mature and be paid in full in cash on the maturity date (the earliest to occur of (i) six months after the closing date, (ii) the Effective Date of the Debtors' reorganization plan, or (iii) the closing of the sale. As adequate protection from diminution in value of the lender's collateral, the Debtor will grant the prepetition secured lenders replacement lien on their assets, a superpriority administrative expense claim status, subject to carve out on certain fees and expenses. A final hearing on the request has been set for May 9, 2012, at 1:30 p.m. Eastern Time. About Traffic Control and Safety Traffic Control and Safety Corporation and six subsidiaries filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on April 20, 2012. TCSC is the largest independent provider of safety services and products in California and Hawaii. Formed by Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full- time employees and serves state and local agencies, public works organizations, general contractors, the motion picture industry, and provide services at special events. TCSC estimated assets of up to $50 million and debts of up to $100 million as of the Chapter 11 filing. Judge Kevin J. Carey presides over the case. Latham & Watkins LLP serves as the Debtors' bankruptcy counsel and Young Conaway Stargatt & Taylor LLP as Delaware counsel. Broadway Advisors, LLC serves as financial advisors, and Epiq Bankruptcy Solutions LLC as the claims and notice agent. No creditors committee has been appointed in the Debtors' cases. TRAFFIC CONTROL: Taps Young Conaway as Bankruptcy Co-Counsel ------------------------------------------------------------ Traffic Control and Safety Corporation, et al., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Young Conaway Stargatt & Taylor, LLP as bankruptcy co- counsel. The principal attorneys and paralegal designated to represent the Debtors and their hourly rates are: Michael R. Nestor, partner $650 Kara Hammond coyle, associate $410 Morgan L. Seward, Associate $295 Troy Bollman, paralegal $150 Young Conaway was retained by the Debtors pursuant to an engagement agreement dated March 14, 2012. Young Conaway received a $50,000 retainer. A portion of the retainer has been applied to outstanding balances existing as of the Petition Date. The remainder will constitute a general retainer for postpetition services and expenses. To the best of the Debtors' knowledge, Young Conaway is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. A hearing for May 9, 2012, 1:30 p.m. (ET), has been set. About Traffic Control and Safety Traffic Control and Safety Corporation and six subsidiaries filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on April 20, 2012. TCSC is the largest independent provider of safety services and products in California and Hawaii. Formed by Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full- time employees and serves state and local agencies, public works organizations, general contractors, the motion picture industry, and provide services at special events. TCSC estimated assets of up to $50 million and debts of up to $100 million as of the Chapter 11 filing. Judge Kevin J. Carey presides over the case. Latham & Watkins LLP serves as the Debtors' bankruptcy counsel and Young Conaway Stargatt & Taylor LLP as Delaware counsel. Broadway Advisors, LLC serves as financial advisors, and Epiq Bankruptcy Solutions LLC as the claims and notice agent. TRAFFIC CONTROL: Marwit Capital Sues Fifth Street Finance --------------------------------------------------------- Stephanie Gleason at Dow Jones' DBR Small Cap reports that Newport Beach, Calif., private equity firm Marwit Capital Partners is suing Fifth Street Finance Corp., Traffic Control and Safety Corp.'s lender and stalking-horse bidder in its Chapter 11 case, alleging that Fifth Street is unlawfully trying to usurp Marwit's ownership of Traffic Control and is covering up fraud at one of Traffic Control's branches. About Traffic Control and Safety Traffic Control and Safety Corporation and six subsidiaries filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on April 20, 2012. TCSC is the largest independent provider of safety services and products in California and Hawaii. Formed by Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full- time employees and serves state and local agencies, public works organizations, general contractors, the motion picture industry, and provide services at special events. TCSC estimated assets of up to $50 million and debts of up to $100 million as of the Chapter 11 filing. Judge Kevin J. Carey presides over the case. Latham & Watkins LLP serves as the Debtors' bankruptcy counsel and Young Conaway Stargatt & Taylor LLP as Delaware counsel. Broadway Advisors, LLC serves as financial advisors, and Epiq Bankruptcy Solutions LLC as the claims and notice agent. TRAVELPORT LLC: Moody's Affirms 'Caa1' CFR; Outlook Negative ------------------------------------------------------------ Moody's Investors Service has affirmed the Caa1 corporate family rating (CFR) and probability of default rating (PDR) of Travelport LLC. Concurrently, Moody's has affirmed the B1 rating on the group's senior secured term loans and the Caa2 and Caa3 ratings on the unsecured senior and subordinated notes, respectively. Moody's has also assigned a provisional (P)Caa1 rating (LGD4) to Travelport's new US$175 million junior priority secured term loan. The outlook is changed to negative from stable. Moody's issues provisional instrument ratings in advance of the final sale of securities and these ratings reflect Moody's preliminary credit opinion regarding the transaction only. Upon a conclusive review of the final documentation, Moody's will endeavour to assign a definitive rating to the notes. A definitive rating may differ from a provisional rating. Ratings Rationale The change in outlook to negative reflects Moody's view that Travelport's earnings are likely to deteriorate further in 2012. In its FY2011 results, the company revised upwards the expected negative impact on its EBITDA from the loss of a contract with United Airlines to between US$60-70 million in 2012 (from US$40- US$60 million previously). Moody's believes this is likely to weaken Travelport's adjusted leverage metric, as well as reduce headroom under its covenants during the year. As of FYE2011, Travelport's leverage, as adjusted by Moody's, was in excess of 8.0x based on statutory accounts; although closer to 7.3x if litigation costs in 2011 are excluded. At the same time, Travelport has announced that it intends to issue a new term loan maturing in 2015 at Travelport LLC of US$175 million, in order to refinance US$161 million in existing term loans maturing in August 2013 and related transaction costs. Moody's believes that this transaction is beneficial for the group's liquidity profile insofar as it extends certain debt maturities. Under the refinancing, the required total leverage and first lien leverage covenant levels will be maintained at 8.0x and 4.0x respectively in 2012, while a new junior priority lien leverage covenant is to be set at 4.95x. In addition, Travelport's revolving credit facility (RCF) of US$118 million, maturing in August 2013, will be partially extended to May 2015. On the assumption that these transactions are completed successfully, the group's only remaining near-term debt maturities would include a US$63 million RCF maturing in August 2012 (of which US$12 million was drawn at fiscal year ended December 2011), with no other debt maturities in 2013. The (P)Caa1 rating on the proposed new term loan maturing in November 2015 reflects its ranking in Travelport's revised capital structure. The loan has security on the same collateral as the first and second lien obligations, but would rank behind the first lien and ahead of the second lien in the event of insolvency. Travelport's Caa1 CFR continues to reflect its leading position as a GDS provider, and among the top three globally, alongside Amadeus (rated Baa3, stable outlook) and Sabre (rated B2, stable outlook). The ratings are nevertheless constrained by the company's high leverage, following a refinancing of the PIK notes at the holding company level with debt at the operating entity in October 2011; as well as the recent weakening trend in earnings. The negative outlook reflects Moody's view that the negative trend in earnings is expected to persist in 2012 due mainly to the loss of a hosting agreement with United Airlines as it integrates its reservations systems with Continental Airlines. What Could Change The Rating Up/Down In light of the action, there is no upward pressure on the rating at this point. However, the outlook could be stabilized if the group's gross adjusted leverage were to trend back towards 7.0x, although Moody's does not expect this to occur in the current year. Conversely, negative pressure would likely be exerted on the rating if there were no improvement in earnings in 2013. Failure to evidence a path for reducing leverage from the currently expected peak in 2012 would also put negative pressure on the rating. Finally, negative pressure could also result if concerns were to develop about Travelport's near-term liquidity. Given the group's lack of near-term debt maturities, concerns about liquidity would likely arise as a result of a lack of covenant headroom on the company's loans. Principal Methodology The principal methodology used in rating Travelport LLC was the Global Business & Consumer Service Industry Rating 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. Headquartered in Atlanta, Georgia, Travelport is a leading provider of transaction processing services to the travel industry through its global distribution system (GDS) business, which includes the group's airline information technology solutions business. During FYE2011, the group reported revenues and adjusted EBITDA of US$2 billion and US$507 million, respectively. TRIDENT MICROSYSTEMS: Pete Mangan Resigns as CFO ------------------------------------------------ Pete J. Mangan resigned from his position as the Chief Financial Officer of Trident Microsystems, Inc., effective as of May 25, 2012. Mr. Mangan's resignation was not related to any disagreement or dispute with the Company's management or the members of the Board of Directors of the Company. The Company and the Board acknowledged Mr. Mangan's commitment, dedication and thoughtful service to the Company, and their deep appreciation of his contribution to the Company during his tenure as Chief Financial Officer of the Company. About Trident Microsystems Sunnyvale, California-based Trident Microsystems, Inc., currently designs, develops, and markets integrated circuits and related software for processing, displaying, and transmitting high quality audio, graphics, and images in home consumer electronics applications such as digital TVs, PC-TV, and analog TVs, and set- top boxes. The Company has research and development facilities in Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad, India; Austin, Texas; and Sunnyvale, California. The Company has sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai, India; and Suresnes, France. The Company also has operations facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China. Trident Microsystems and its Cayman subsidiary, Trident Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4, 2011. Trident said it expects to shortly file for protection in the Cayman Islands. Judge Christopher S. Sontchi presides over the case. Lawyers at DLA Piper LLP (US) serve as the Debtors' counsel. FTI Consulting, Inc., is the financial advisor. Union Square Advisors LLC serves as the Debtors' investment banker. PricewaterhouseCoopers LLP serves as the Debtors' tax advisor and independent auditor. Kurtzman Carson Consultants is the claims and notice agent. Trident had $310 million in assets and $39.6 million in liabilities as of Oct. 31, 2011. The petition was signed by David L. Teichmann, executive VP, general counsel & corporate secretary. U.S. EAGLE: Aqua Science OK'd as Environmental Consultants ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized U.S. Eagle Corporation, et al., to employ Aqua Science Engineers, Inc., as environmental consultants. About U.S. Eagle U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case No. 11-10392) on Jan. 6, 2011. Samuel Jason Teele, Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11- 10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11- 10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11- 10393), Traffic Control Service, Inc., An Arizona Corporation (Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc., A California Corporation (Bankr. D. N.J. Case No. 11-10403), and Traffic Control Service, Inc., A Nevada Corporation (Bankr. D. N.J. Case No. 11-10392) filed separate Chapter 11 petitions on Jan. 6, 2011. Three Twenty One Capital Partners, LLC serves as exclusive agent for the Debtors. On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee of Unsecured Creditors. Porzio, Bromberg & Newman, P.C., represents the Committee. The Committee retained Eisneramper LLP as its accountant and financial advisor. No trustee or examiner has been requested or appointed in the Chapter 11 cases. U.S. EAGLE: Has Until June 29 to Decide on Unexpired Leases ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey extended until June 29, 2012, U.S. Eagle Corporation, et al.'s time to assume or reject three unexpired leases of non-residential real property. About U.S. Eagle U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case No. 11-10392) on Jan. 6, 2011. Samuel Jason Teele, Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11- 10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11- 10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11- 10393), Traffic Control Service, Inc., An Arizona Corporation (Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc., A California Corporation (Bankr. D. N.J. Case No. 11-10403), and Traffic Control Service, Inc., A Nevada Corporation (Bankr. D. N.J. Case No. 11-10392) filed separate Chapter 11 petitions on Jan. 6, 2011. Three Twenty One Capital Partners, LLC serves as exclusive agent for the Debtors. On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee of Unsecured Creditors. Porzio, Bromberg & Newman, P.C., represents the Committee. The Committee retained Eisneramper LLP as its accountant and financial advisor. No trustee or examiner has been requested or appointed in the Chapter 11 cases. U.S. EAGLE: Lee & Associates OK'd as Fullerton Property Broker -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized U.S. Eagle Corporation, et al., to employ Lee & Associates as real estate broker for the Fullerton Property. As reported in the Troubled Company Reporter on March 28, 2012, the Debtor relate that pursuant to the order employing Hilco Real Estate, LLC as their real estate broker for the sale of the Debtors' properties located in Riverside, California, Lee was approved to serve as the sublisting broker. Lee's primary responsibilities as Fullerton Property broker are: a) take the necessary steps to list and market the Fullerton Property in a manner to maximize the value thereof; b) facilitate the dissemination of information to interested parties with respect to the Fullerton Property; c) assist the Debtors with the sale process; and d) take any other acts to prepare for, conduct and effectuate the sale of the Fullerton Property and to ensure the highest possible price(s) or best offer(s) for the Fullerton Property. To the best of the Debtors' knowledge, Lee is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About U.S. Eagle U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case No. 11-10392) on Jan. 6, 2011. Samuel Jason Teele, Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11- 10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11- 10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11- 10393), Traffic Control Service, Inc., An Arizona Corporation (Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc., A California Corporation (Bankr. D. N.J. Case No. 11-10403), and Traffic Control Service, Inc., A Nevada Corporation (Bankr. D. N.J. Case No. 11-10392) filed separate Chapter 11 petitions on Jan. 6, 2011. Three Twenty One Capital Partners, LLC serves as exclusive agent for the Debtors. On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee of Unsecured Creditors. Porzio, Bromberg & Newman, P.C., represents the Committee. The Committee retained Eisneramper LLP as its accountant and financial advisor. No trustee or examiner has been requested or appointed in the Chapter 11 cases. U.S. EAGLE: Plan Outline Hearing Continued Until May 22 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey continued until May 22, 2012, at 10:00 a.m., the hearing to consider adequacy of the Disclosure Statement explaining U.S. Eagle Corporation, et al.'s proposed Chapter 11 Plan. Comerica Bank has objected to the approval of the First Amended Disclosure Statement for the Debtors' Plan of Reorganization dated as of March 5, 2012. According to Comerica, (i) the Disclosure Statement falsely stated that Comerica is unimpaired; (ii) the Disclosure Statement falsely implied that Comerica's claim is subject to objection; and the Debtors' Plan is not confirmable. As reported in the Troubled Company Reporter on March 28, 2012, according to the First Amended Disclosure Statement, the Plan provides that holders of Allowed Claims and Interests in Classes 1, 2, 3A, 3B, 3C, 3D, 3E, and 4 will be satisfied in full and are not entitled to vote on the Plan because Holders of Claims in those classes are unimpaired, and conclusively presumed to accept the Plan. Allowed Administrative Claims and Priority Tax Claims are unimpaired and are not classified under the Plan. The acceptance of the Plan by Holders of these Claims is not required and the Debtors are not soliciting their votes. All Cash necessary for the Reorganized Debtors to make payments required by this Plan shall be obtained from (a) existing Cash balances, (b) the operations of the Debtors or Reorganized Debtors, and (c) proceeds from the sale of certain assets. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/US_EAGLE_ds_firstamended.pdf About U.S. Eagle U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case No. 11-10392) on Jan. 6, 2011. Samuel Jason Teele, Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11- 10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11- 10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11- 10393), Traffic Control Service, Inc., An Arizona Corporation (Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc., A California Corporation (Bankr. D. N.J. Case No. 11-10403), and Traffic Control Service, Inc., A Nevada Corporation (Bankr. D. N.J. Case No. 11-10392) filed separate Chapter 11 petitions on Jan. 6, 2011. Three Twenty One Capital Partners, LLC serves as exclusive agent for the Debtors. On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee of Unsecured Creditors. Porzio, Bromberg & Newman, P.C., represents the Committee. The Committee retained Eisneramper LLP as its accountant and financial advisor. No trustee or examiner has been requested or appointed in the Chapter 11 cases. UNITED CONTINENTAL: Has $286-Mil. Net Loss in First Quarter ----------------------------------------------------------- United Continental Holdings, Inc. reported in April a first- quarter 2012 net loss of $286 million or $0.87 loss per share, excluding $162 million of net special charges consisting primarily of integration-related costs. Including special charges, UAL reported a first-quarter 2012 net loss of $448 million or $1.36 loss per share. * UAL first-quarter consolidated passenger revenue increased 5.5% year-over-year. First-quarter consolidated passenger revenue per available seat mile (PRASM) increased 5.2% compared to the same period in 2011. * First-quarter consolidated fuel expense increased 20.8%, or $557 million, year-over-year. * Consolidated unit costs (CASM) holding fuel rate and profit sharing constant and excluding special charges and third- party business expense for first-quarter 2012 increased 0.6% year-over-year. First quarter consolidated CASM increased 8.3% year-over-year. * UAL ended the first quarter with $7.8 billion in unrestricted liquidity. * UAL converted to a single passenger service system, a single Web site and a single loyalty program on March 3, 2012. "This was a difficult quarter, but we made significant progress with our integration and we're now able to serve our customers as a single airline," said Jeff Smisek, UAL's president and chief executive officer. "I want to recognize my co-workers for their hard work during a challenging time, and thank our customers for their continuing support. We are now on the steep back slope of our integration and can look forward to delivering more benefits from the merger in the remainder of the year." First-Quarter Revenue and Capacity For the first quarter of 2012, total revenue was $8.6 billion, an increase of 4.9% year-over-year. First-quarter consolidated passenger revenue rose 5.5% to $7.5 billion, compared to the same period in 2011. Consolidated revenue passenger miles (RPMs) and consolidated capacity (available seat miles) for the first quarter of 2012 both increased 0.3% year-over-year, resulting in a first- quarter consolidated load factor of 78.1%. Consolidated yield for the first quarter of 2012 increased 5.2 percent year-over-year. First-quarter 2012 consolidated PRASM increased 5.2% compared to the same period in 2011. Mainline RPMs in the first quarter of 2012 decreased 0.2% on a mainline capacity increase of 0.2% year-over-year, resulting in a first-quarter mainline load factor of 78.5 percent. Mainline yield for the first quarter of 2012 increased 4.5% compared to the same period in 2011. First-quarter 2012 mainline PRASM increased 4.1% year-over-year. "Our revenue results were negatively impacted by the integration of our revenue management and booking systems, which included reducing our booking levels so we could better serve our customers during the reservations conversion," said Jim Compton, UAL's executive vice president and chief revenue officer. "We look forward to leveraging our new systems and world-class network to improve revenue results for the remainder of the year." Passenger revenue for the first quarter of 2012 and period-to- period comparisons of related statistics for UAL's mainline and regional operations are: Passenger 1Q 2012 Revenue PRASM Yield ASMs Passenger vs. Pro vs. Pro vs. Pro vs. Pro Revenue 1Q Forma Forma Forma Geographic Area (millions) 2011 1Q 2011 1Q 2011 1Q 2011 --------------- ---------- --------- ------- ------ ------- Domestic $2,940 1.4% 4.5% 3.3% (3.0%) Atlantic 1,189 6.2% 5.3% 6.0% 0.8% Pacific 1,099 5.8% (0.2%) 4.1% 6.1% Latin America 726 11.7% 7.0% 6.9% 4.4% ---------- --------- ------- ------ ------- International $3,014 7.3% 3.8% 5.6% 3.4% Mainline $5,954 4.3% 4.1% 4.5% 0.2% Regional 1,554 10.2% 9.1% 6.1% 1.0% ---------- --------- ------- ------ ------- Consolidated $7,508 5.5% 5.2% 5.2% 0.3% Cargo and other revenue in the first quarter of 2012 increased 0.8%, or $9 million, year-over-year. First-Quarter Costs Total operating expenses, including special charges, increased $705 million, or 8.6%, in the first quarter compared to the same period of 2011, including a $557 million increase in fuel costs year-over-year. First-quarter 2012 operating expenses, excluding fuel, profit sharing, third-party business expense and special charges, increased $54 million, or 1.0%, year-over-year. Third- party business expense was $65 million in the first quarter. Consolidated CASM, excluding special charges and third-party business expense, increased 7.3% and mainline CASM, excluding special charges and third-party business expense, increased 7.4% in the first quarter of 2012 compared to the same period of 2011. First-quarter consolidated and mainline CASM, including special charges, increased 8.3% and 8.7% year-over-year, respectively. In the first quarter, consolidated and mainline CASM, excluding special charges and third-party business expense and holding fuel rate and profit sharing constant, increased 0.6% and 0.1%, respectively, compared to the results for the same period of 2011. "I want to thank my co-workers for their efforts to control costs in a challenging economic environment with significant integration hurdles," said John Rainey, UAL's executive vice president and chief financial officer. "We have tremendous assets at United -- most notably, our people -- which will help us achieve our goal of sustained and sufficient profitability." First-Quarter Liquidity and Cash Flow UAL ended the first quarter with $7.8 billion in unrestricted liquidity, comprised of $7.3 billion of cash, cash equivalents and short-term investments and $500 million of undrawn commitments under a revolving credit facility. During the first quarter, the company generated $124 million of operating cash flow and had gross capital expenditures of $403 million. The company made debt and net capital lease payments of $502 million including $92 million of prepayments in the first quarter. Passenger Service System Cutover On March 3, United converted to one passenger service system in the single largest technology conversion in aviation history. On the same day, United also launched a single Web site, united.com, introduced a single loyalty program, MileagePlus, and made numerous policy and procedure changes to become a single airline for its customers. The conversion required 1.7 million hours of training, migrating more than 17 million passenger records and 32 million MileagePlus accounts, and upgrading more than 12,000 workstations. As a result of the systems conversion, United has much greater flexibility to deploy aircraft on routes best suited to their capabilities and every customer service agent can help every customer, providing more consistent service across the network. Notable First-Quarter 2012 Accomplishments * United recorded U.S. Department of Transportation domestic on-time arrival rate of 80.1% and a system completion factor of 99.1% for the quarter. For international flights, United recorded an on-time arrival rate of 74.2%. The on-time arrival rates are based on flights arriving within 14 minutes of scheduled arrival time. * The company achieved a tentative agreement with United flight attendants, which they subsequently ratified. Passenger service employees chose to be represented by a union, and the company and the union will now begin joint negotiations. The company and its pilots' master executive councils agreed to an extension of the transition and process agreement originally reached prior to the completion of the merger. * UAL raised $892 million of debt through the issuance of enhanced equipment trust certificates at an average interest rate of 4.37%, the lowest average rate in history for this type of security. The debt is being used to finance the acquisition of four new Boeing 787-8 and 14 new Boeing 787- 900ER aircraft and to refinance the debt relating to three Boeing 787-900ER aircraft currently in the company's fleet. * United announced new service from its Newark hub to Istanbul, Turkey and from Chicago to Sarasota, Fla. and from Denver to Fairbanks, Alaska. The company also announced service from San Francisco to Washington Reagan; and from Washington Dulles to Honolulu. * The company paid $265 million in 2011 profit-sharing to co- workers, who also earned cash incentive payments for on-time performance totaling more than $8 million during the quarter. * FORTUNE magazine named United Airlines the most admired airline on its annual airline-industry list of the World's Most Admired Companies. * United and Chase launched the premium MileagePlus Club co- brand card in March, building on the strong performance from the MileagePlus Explorer card launched last July. The company also introduced the MileagePlus Gift Card Exchange, a program that enables members to convert the remaining value of unused or partially used retail gift cards into award miles. * United has Economy Plus Seating on 75% of its entire mainline fleet, including on all long-haul international Boeing 757-200 aircraft. * The company inducted three Next Generation Boeing 737-900ER narrowbody aircraft into its fleet and continued to retire older, less-efficient models including three Boeing 737-500 aircraft. * The company continued to install flat-bed seats in first and business class on its international fleet, and now has the new seats on 144 aircraft, more than any other U.S. carrier. * United broke ground on the first phase of a three-phase redevelopment project at Houston's George Bush Intercontinental Airport. First Quarter Special Charges On April 19, 2012, United Continental Holdings, Inc. disclosed that it expects to record special charges of $162 million during the first quarter of 2012. Details are as set forth: Three Months Ended March 31, 2012 ------------------ Integration-related costs $134,000,000 Voluntary severance and benefits 49,000,000 Gains on sale of assets and other special charges, net (19,000,000) ------------------ Subtotal special charges 164,000,000 Income tax benefit (2,000,000) ------------------ Total special charges, net of income taxes $162,000,000 ================== Integration-related costs: Integration-related costs include compensation costs related to systems integration and training, costs to repaint aircraft and other branding activities, costs to write-off or accelerate depreciation on systems and facilities that are no longer used or planned to be used for significantly shorter periods, relocation costs for employees and severance primarily associated with administrative headcount reductions. Voluntary severance and benefits: The company recorded $49 million associated with two voluntary employee programs. In one program, approximately 400 mechanics offered to retire early in exchange for a cash severance payment that was based on the number of years of service each employee had accumulated. The other program is a voluntary company-offered leave of absence that approximately 1,800 flight attendants accepted, which allows for continued medical coverage during the leave of absence period. Gains on sale of assets and other special charges, net: The company sold six aircraft and its interest in a crew hotel in Hawaii during the first quarter of 2012. The company also recorded an impairment charge on an intangible asset related to take-off and landing slots to reflect the discontinuance of one of the frequencies on an international route. The company also made adjustments to certain legal reserves. United Continental filed with the U.S. Securities and Exchange Commission on April 27, 2012, its quarterly report on Form 10-Q for the period ended March 31, 2012. A copy of the Form 10-Q filing is accessible for free at: http://is.gd/B6SLaE United Continental Holdings, Inc.'s consolidated Balance Sheet at March 31, 2012, showed total assets of $38.199 billion against current liabilities of $12.486 billion, long-term debt of $10.408 billion, long-term obligations under capital leases of $888 million and Other liabilities and deferred credits of $12.907 billion. United Air Lines, Inc.'s Consolidated Balance Sheet at March 31, 2012, showed total assets of $21.779 billion against current liabilities of $9.820 billion, long-term debt of $4.987 billion, long-term obligations under capital leases of $711 million, and other liabilities and deferred credits of $8.509 billion. Reuters reported that United Continental's $448 million quarterly loss can be attributed to high fuel costs and problems in integrating some operations of United and Continental. Nevertheless, the loss posted by United Continental was smaller than expected, the report said. Reuters noted that United Continental's net loss of $448 million or $1.36 a share is higher compared to the company's loss of $213 million or 65 cents in the first quarter of 2011. Excluding $162 million of net special charges, United Continental posted a loss of 87 cents, compared with a loss of $1.04 a share as forecasted by Wall Street consensus, according to Thomson Reuters. United Continental has acknowledged in a statement that its revenue results were negatively impacted by the integration of its revenue management and booking systems. Notably, the inventory management system integration left unsold seats in some flights in December, resulting in lost revenue, Reuters stated. The company also adopted Continental's reservation systems, which set off computer glitches that resulted to flight delays, faulty kiosks and jammed phone lines, the report added. In early March, United Airlines converted from two reservations systems to one by moving millions of reservations records into a new reservations platform. The conversion is a key step in completing the United-Continental merger, as it enables the new United to serve all customers on the combined network from a single computer reservations platform, according to a company statement. In addition, United now has a single Web site (united.com) and a single frequent flyer program (MileagePlus) for its worldwide customers. Despite some issues related to the conversion, Mr. Smisek said that United airplanes all over the world are getting passengers to their destinations, and since the conversion, the airline has flown some 18 million people, according to a separate Chicago Tribune report. While some problems were system glitches, Mr. Smisek said that others were simply gaps in functionality between the old and new systems that they are going to fix soon, the report relayed. Ultimately, the Web site and customer service will be better than before, Mr. Smisek stated. As of March 5, the airline has added 600 additional reservations agents worldwide to assist with calls during the transition. The company is taking further steps to reduce call volume. In an aviation conference held on March 13, 2012, Mr. Smisek said that the Company is focused on strengthening the balance sheet with a 2012 interest expense expected to be $200 million lower than 2010. The CEO also said that the Company is investing in a fuel efficient fleet and noted that fleet variety provides flexibility to the carrier. A copy of the Company's slide presentation at the 2012 J.P. Morgan Aviation, Transportation and Defense Conference is accessible for free at: http://is.gd/ClKtjE Investor Update United Continental filed with the U.S. Securities and Exchange Commission on March 29, 2012, an investor update providing forward-looking information for the first quarter and full year 2012, a copy of which is accessible for free at: http://is.gd/m3aBpD About United Continental United Continental Holdings, Inc. (NYSE: UAL) -- http://www.UnitedContinentalHoldings.com/-- is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, the airlines operate a total of 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. UAL and its affiliates including United Airlines filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec. 9, 2002. Kirkland & Ellis represented the Debtors in their restructuring efforts. Sonnenschein Nath & Rosenthal LLP, nka SNR Denton, represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for UAL on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B' issuer default rating from Fitch. Fitch upgraded United Continental's IDR from 'B-' to 'B' in September 2011, citing, "The upgrade follows a year of significant debt reduction and strong free cash flow (FCF) generation since the closing of the United-Continental merger on Oct. 1, 2010. In the face of heavy fuel cost pressure during the first half of 2011, UAL has consistently reported industry-leading revenue per available seat mile (RASM) growth while funding heavy debt maturities out of internally generated cash flow. UNITED CONTINENTAL: Gives Second Quarter Projections ---------------------------------------------------- United Continental Holdings, Inc., filed with the U.S. Securities and Exchange Commission on April 26, 2012, an investor update providing forward-looking information for the second quarter and full year 2012. Capacity The Company estimates its second quarter 2012 consolidated system available seat miles to decrease between 0.3% and 1.3% as compared to the same period in the prior year. The Company estimates its second quarter 2012 consolidated domestic ASMs to decrease between 1.1% and 2.1% and consolidated international ASMs to be down 0.3% to up 0.7% year-over-year. For the full year, the Company estimates its consolidated system ASMs to decrease between 0.5% and 1.5% year-over-year. Non-Fuel Expense Guidance The Company expects second quarter consolidated cost per ASM, excluding profit sharing, third-party business expense, fuel, certain accounting charges and integration-related expenses, to increase 3.0% to 4.0% year-over-year. For the full year, the Company expects CASM, excluding profit sharing, third-party business expense, fuel, certain accounting charges and integration-related expenses, to increase 2.5% to 3.5% year-over- year. In an effort to provide more meaningful disclosure, the Company provides non-fuel CASM guidance excluding third-party business expenses not associated with the generation of a seat mile. The Company's third-party business includes activities such as maintenance, ground handling and catering services for third parties, fuel sales and non-air mileage redemptions. The Company expects to record approximately $70 million of third-party business expenses in the second quarter and $330 million for the full year. Corresponding third-party business revenue associated with these activities is recorded in other revenue. Fuel Expense The Company estimates its consolidated fuel price, including the impact of cash settled hedges, to be $3.44 per gallon for the second quarter and $3.40 for the full year based on the forward curve as of April 18, 2012. Non-Operating Expense The Company estimates second quarter non-operating expense to be between $190 million and $210 million. For the full year, the Company estimates non-operating expense to be between $735 million and $775 million. Non-operating expense includes interest expense, capitalized interest, interest income and other non-operating income/expense. Profit Sharing and Share-Based Compensation The Company pays 15% of total GAAP pre-tax earnings, excluding special items and share-based compensation program expense, as profit sharing to employees when pre-tax profit, excluding special items, profit sharing expense and share-based compensation program expense, exceeds $10 million. Share-based compensation expense for the purposes of the profit sharing calculation is estimated to be $20 million year-to-date through the second quarter of 2012 and $36 million for the full year. Capital Expenditures and Scheduled Debt and Capital Lease Payments In the second quarter, the Company expects approximately $510 million of gross capital expenditures and $290 million of net capital expenditures, excluding net purchase deposit refunds of $2 million. For the full year, excluding $57 million of net purchase deposit refunds, the Company expects approximately $2.35 billion of gross capital expenditures and $1.25 billion net capital expenditures. The Company estimates scheduled debt and capital lease payments for the second quarter to be $0.2 billion. For the full year, the Company estimates scheduled debt and capital leases to be $1.3 billion. Pension Expense and Contributions The Company estimates that its pension expense will be approximately $160 million for 2012. This amount excludes non- cash settlement charges related to lump-sum distributions. The Company made $42 million of cash contributions to its tax- qualified defined benefit pension plans in April. The Company's remaining minimum funding requirement is approximately $103 million for 2012. Taxes The Company currently expects to record minimal cash income taxes in 2012. Advance Booked Seat Factor (Percentage of Available Seats that are Sold) Compared to the same period last year, for the next six weeks, mainline domestic advance booked seat factor is up 3.5 points, mainline international advance booked seat factor is up 1.7 points, mainline Atlantic advance booked seat factor is up 0.1 points, mainline Pacific advance booked seat factor is up 2.9 points and mainline Latin America advance booked seat factor is up 2.6 points. Regional advance booked seat factor is up 4.3 points. Fuel Price Sensitivity The Company's estimated settled hedge impacts at various crude oil prices, based on the hedge portfolio as of April 18, 2012, as set forth: Cash Settled Crude Oil Price Hedge Impact 1Q12 2Q12 3Q12 4Q12 FY12 --------------- ------------ ---- ---- ---- ---- ---- $140 per Barrel Fuel Price Excluding Hedge ($/gal) $3.31 $4.29 $4.25 $4.22 $4.02 Increase/ (Decrease) to Fuel Expense ($/gal) $0.03 ($0.25)($0.26)($0.19)($0.17) $130 per Barrel Fuel Price Excluding Hedge ($/gal) $3.31 $4.05 $4.02 $3.98 $3.84 Increase/ (Decrease) to Fuel Expense ($/gal) $0.03 ($0.16)($0.17)($0.10)($0.10) $120 per Barrel Fuel Price Excluding Hedge ($/gal) $3.31 $3.81 $3.78 $3.74 $3.66 Increase/ (Decrease) to Fuel Expense ($/gal) $0.03 ($0.07)($0.09)($0.04)($0.04) $110 per Barrel Fuel Price Excluding Hedge ($/gal) $3.31 $3.58 $3.54 $3.51 $3.48 Increase/ (Decrease) to Fuel Expense ($/gal) $0.03 $0.02 ($0.00) $0.01 $0.01 $102.67 per Fuel Price Barrel Excluding Hedge ($/gal) $3.31 $3.40 $3.36 $3.33 $3.35 Increase/ (Decrease) to Fuel Expense ($/gal) $0.03 $0.04 $0.04 $0.06 $0.04 $100 per Barrel Fuel Price Excluding Hedge ($/gal) $3.31 $3.34 $3.30 $3.27 $3.30 Increase/ (Decrease) to Fuel Expense ($/gal) $0.03 $0.06 $0.04 $0.03 $0.04 $90 per Barrel Fuel Price Excluding Hedge ($/gal) $3.31 $3.10 $3.06 $3.03 $3.12 Increase/ (Decrease) to Fuel Expense ($/gal) $0.03 $0.06 $0.04 $0.03 $0.04 $80 per Barrel Fuel Price Excluding Hedge ($/gal) $3.31 $2.62 $2.59 $2.55 $2.76 Increase/ (Decrease) to Fuel Expense ($/gal) $0.03 $0.06 $0.04 $0.05 $0.05 $70 per Barrel Fuel Price Excluding Hedge ($/gal) $3.31 $2.62 $2.59 $2.55 $2.76 Increase/ (Decrease) to Fuel Expense ($/gal) $0.03 $0.10 $0.07 $0.10 $0.08 $60 per Barrel Fuel Price Excluding Hedge ($/gal) $3.31 $2.38 $2.35 $2.32 $2.58 Increase/ (Decrease) to Fuel Expense ($/gal) $0.03 $0.16 $0.16 $0.18 $0.13 A full-text copy of the April 26 Investor Update is accessible for free at http://is.gd/ze8ZFO About United Continental United Continental Holdings, Inc. (NYSE: UAL) -- http://www.UnitedContinentalHoldings.com/-- is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, the airlines operate a total of 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. UAL and its affiliates including United Airlines filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec. 9, 2002. Kirkland & Ellis represented the Debtors in their restructuring efforts. Sonnenschein Nath & Rosenthal LLP, nka SNR Denton, represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for UAL on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B' issuer default rating from Fitch. Fitch upgraded United Continental's IDR from 'B-' to 'B' in September 2011, citing, "The upgrade follows a year of significant debt reduction and strong free cash flow (FCF) generation since the closing of the United-Continental merger on Oct. 1, 2010. In the face of heavy fuel cost pressure during the first half of 2011, UAL has consistently reported industry-leading revenue per available seat mile (RASM) growth while funding heavy debt maturities out of internally generated cash flow. UNITED CONTINENTAL: To Hold Annual Meeting on June 12 ----------------------------------------------------- United Continental Holdings, Inc. filed with the U.S. Securities and Exchange Commission on April 27, 2012, a proxy statement regarding its 2012 annual meeting of stockholders, which will be held on June 12, 2011, 9:00 a.m., at Crowne Plaza Hotel, located at 1605 Broadway, in New York. At the meeting, shareholders will be asked to: (a) elect members of the board of directors, including: * 11 directors, to be elected by holders of Common Stock; * an Air Line Pilots Association, International director, to be elected by the holder of Class Pilot MEC Junior Preferred Stock; and * an International Association of Machinists and Aerospace Workers director, to be elected by the holder of Class IAM Junior Preferred Stock. (b) ratify the appointment of Ernst & Young LLP as the independent registered public accountants for 2012; (c) cast an advisory vote on a resolution approving the compensation of the Company's executive officers; and (d) vote on any other matters that may be properly brought before the meeting. Individuals who hold United Continental shares at the close of business on April 16, 2011, are entitled to vote. Board of Directors Nominees Brett J. Hart, executive vice president, general counsel and secretary of United Continental, related that each board of director nominee has served continuously as a director since the date of his or her first election or appointment: (1) Carolyn Corvi (2) Jane C. Garvey (3) Walter Isaacson (4) Henry L. Meyer III (5) Oscar Munoz (6) Laurence E. Simmons (7) Jeffery A. Smisek (8) Glenn F. Tilton (9) David J. Vitale (10) John H. Walker (11) Charles A. Yamarone If a nominee unexpectedly becomes unavailable before election, proxies from the holders of Common Stock may be voted for another person designated by the Board or the appropriate Board Committee as required by the Company's Amended and Restated Certificate of Incorporation. One ALPA director is to be elected by the United Airlines Pilots Master Executive Council of the ALPA, the holder of Class Pilot MEC Junior Preferred Stock. The ALPA-MEC has nominated and intends to re-elect James J. Heppner as the ALPA director. Moreover, one IAM director is to be elected by the International Association of Machinists and Aerospace Workers, the holder of Class IAM Junior Preferred Stock. The IAM has nominated and intends to re-elect Stephen R. Canale as the IAM director. Ratification of Ernst & Young The Audit Committee has approved the appointment of Ernst & Young LLP, subject to the ratification by the stockholders, as United Continental's new independent auditors for the fiscal year 2012. It is anticipated that representatives of Ernst & Young will be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions from those attending the Annual Meeting. Advisory Vote on Compensation of Executives This proposal, commonly known as a "say-on-pay" proposal, gives United Continental's stockholders the opportunity to endorse or not endorse the Company's executive compensation programs. The stockholders are specifically asked to vote on the resolution that the stockholders approve the compensation of the named executive officers of United Continental, as disclosed in the proxy statement for the 2012 Annual Meeting, including the compensation discussion and analysis, the compensation tables, the accompanying footnotes, and the related disclosure contained therein. Because this vote is advisory, it will not be binding upon the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. Stockholder Proposals If a stockholder of record wishes to submit a proposal for inclusion in next year's annual meeting the proposal must be received by the Company no later than December 28, 2012, and otherwise comply with the SEC rules. Failure to otherwise comply with SEC rules will cause the proposal to be excluded from the proxy materials. All notices must be submitted to the General Counsel and Secretary, United Continental Holdings, Inc.-HDQLD, 77 W. Wacker Drive, Chicago, Illinois. In addition, the Company must receive notice of any stockholder proposal to be submitted at next year's annual meeting of stockholders (but not required to be included in the related Proxy Statement) by March 14, 2013, or that proposal will be considered untimely, and the persons named in the proxies solicited by management may exercise discretionary voting authority with respect to that proposal. To propose business or nominate a director at the 2011 annual meeting, proper notice must be submitted by a stockholder of record at a certain date in accordance with the company's bylaws. The notice must contain the information required by the Bylaws. No business proposed by a stockholder can be transacted at the annual meeting, and no nomination by a stockholder will be considered, unless the notice satisfies the requirements of the Bylaws. If the company does not receive notice of any other matter it wishes to be raised at the annual meeting in 2011, at a certain deadline, the Bylaws provide that the matter will not be transacted and the nomination will not be considered. A full-text copy of United Continental's Proxy Statement is available for free at http://is.gd/elaW9G United Continental also filed with the SEC on April 27, 2011, definitive additional materials for the 2012 Annual Meeting, including an annual meeting notice and admission ticket. About United Continental United Continental Holdings, Inc. (NYSE: UAL) -- http://www.UnitedContinentalHoldings.com/-- is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, the airlines operate a total of 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. UAL and its affiliates including United Airlines filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec. 9, 2002. Kirkland & Ellis represented the Debtors in their restructuring efforts. Sonnenschein Nath & Rosenthal LLP, nka SNR Denton, represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for UAL on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B' issuer default rating from Fitch. Fitch upgraded United Continental's IDR from 'B-' to 'B' in September 2011, citing, "The upgrade follows a year of significant debt reduction and strong free cash flow (FCF) generation since the closing of the United-Continental merger on Oct. 1, 2010. In the face of heavy fuel cost pressure during the first half of 2011, UAL has consistently reported industry-leading revenue per available seat mile (RASM) growth while funding heavy debt maturities out of internally generated cash flow. UNITED CONTINENTAL: Paid $40-Mil. to CEO Smisek, 5 Others in 2011 ----------------------------------------------------------------- United Continental Holdings, Inc. disclosed to the U.S. Securities and Exchange Commission on April 27, 2012, that it paid $14.7 million in total compensation to chief executive Jeffery Smisek and $40.4 million to five other current and former executives of the Company for the year ended December 31, 2011. United Continental made these payments to former and current executives for the year ended 2011: A. Current Officers Non-Equity Incentive All Plan Other Officer Salary Bonus Compensation Compensation Total ------- ------ ----- ------------ ------------ ----- Jeffery $975,000 $0 $4,413,750 $454,918 $14,700,832 Smisek President & CEO Zane Rowe $750,000 $0 $2,888,793 $282,737 $6,238,410 Executive Vice President & CFO Peter $850,000 $0 $2,295,000 $290,400 $5,618,896 McDonald Executive Vice President & Chief Operations Officer James $750,000 $0 $2,250,148 $224,075 $6,376,894 Compton Executive Vice President & Chief Revenue Officer Irene $1,775,110 $0 $2,044,784 $123,016 $4,684,296 Foxhall Executive Vice President Communications & Government Affairs B. Former Officer Non-Equity Incentive All Plan Other Officer Salary Bonus Compensation Compensation Total ------- ------ ----- ------------ ------------ ----- Keith $191,667 $0 $0 $3,177,939 $4,994,717 Halbert Former Executive Vice President & Chief Information Officer About United Continental United Continental Holdings, Inc. (NYSE: UAL) -- http://www.UnitedContinentalHoldings.com/-- is the holding company for both United Airlines and Continental Airlines. Together with United Express, Continental Express and Continental Connection, the airlines operate a total of 5,800 flights a day to 371 airports throughout the Americas, Europe and Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles, New York, San Francisco, Tokyo and Washington, D.C. UAL and its affiliates including United Airlines filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec. 9, 2002. Kirkland & Ellis represented the Debtors in their restructuring efforts. Sonnenschein Nath & Rosenthal LLP, nka SNR Denton, represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for UAL on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. United Continental carries 'B2' corporate family and probability of default ratings, with stable outlook, from Moody's, 'B' issuer credit ratings, with stable outlook, from Standard & Poor's, and 'B' issuer default rating from Fitch. Fitch upgraded United Continental's IDR from 'B-' to 'B' in September 2011, citing, "The upgrade follows a year of significant debt reduction and strong free cash flow (FCF) generation since the closing of the United-Continental merger on Oct. 1, 2010. In the face of heavy fuel cost pressure during the first half of 2011, UAL has consistently reported industry-leading revenue per available seat mile (RASM) growth while funding heavy debt maturities out of internally generated cash flow. UNIVERSITY GENERAL: To Raise $3.8-Mil. from Securities Offering --------------------------------------------------------------- University General Health System, Inc., has entered into a securities purchase agreement with institutional investors, including Hillair Capital Investment L.P., to sell 3,808 shares of series C variable rate convertible preferred stock at $1,000 per share, which are convertible into an aggregate of approximately 17,309,094 shares of its common stock, in a private placement transaction, for aggregate gross proceeds of approximately $3.8 million, before deducting placement agent fees and other offering expenses payable by the Company. The preferred stock is convertible into shares of the Company's common stock at an initial conversion price of $0.22 per share. du Pasquier & Co. acted as placement agent for the offering. In addition, the Company will issue to the investors warrants to purchase 17,309,094 shares of common stock in the private placement. The warrants have an exercise price of $0.26 per share and are exercisable for five years from the date of issuance. The offering is expected to close on or about May 2, 2012, subject to satisfaction of customary closing conditions "By signing du Pasquier & Co. as our investment bankers and attracting institutional investors, University General has taken the next step in its growth and business model," noted Dr. Hassan Chahadeh, Chairman and Chief Executive Officer of University General Health System, Inc. Further details of the offering are available for free at: http://is.gd/mQPxJZ About University General University General Health System, Inc., located in Houston, Texas, is a diversified, integrated multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS currently operateS one hospital and two ambulatory surgical centers in the Houston area. It also owns a revenue management company, a hospitality service provider and facility management company, three senior living facilities and manages six senior living facilities. For the year ended Dec. 31, 2011, Moss, Krusick & Associates, LLC, in Winter Park, Florida, expressed substantial doubt about University General's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative operating cash flows, and has negative working capital. University General reported a net loss of $2.38 million on $72.51 million of revenues for 2011, compared with a net loss of $1.71 million on $56.13 million of revenues for 2010. University General's balance sheet at Dec. 31, 2011, showed $114.67 million in total assets, $115.08 million in total liabilities, and a stockholders' deficit of $407,469. USA SPRINGS: Accepting Bids for Lot Property by July 20 ------------------------------------------------------- Samantha Allen at Foster's Daily Democrat reports USA Springs Inc. asked the U.S. Bankruptcy Court in Manchester, New Hampshire, to allow for approval of bidding and sales procedures to sell its large parcel of land intended for a water bottling operation. The report says the Company seek buyers for the now-dilapidated property, including a rusted steel building, off Route 4. According to the report, USA Springs' attorney Alan Braunstein, Esq., at Reimer & Braunstein, LLP, said his client has requested bidding for purchase of the property in Nottingham and Barrington to close on July 20. Creditors include the towns of Nottingham and Barrington, which stand to receive unpaid back taxes, the report notes. About USA Springs Based in Nottingham, New Hampshire, USA Springs Inc. filed for Chapter 11 bankruptcy protection (D. N.H. Case No. 08-11816) on June 27, 2008. Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its restructuring efforts. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee's counsel is Terrie Harman, Esq., at Harman Law Offices. In its schedules, the Debtor disclosed $127.0 million in assets and $13.9 million in liabilities. VALENCE TECHNOLOGY: Due Date of $3MM Loan Extended to June 30 ------------------------------------------------------------- Valence Technology, Inc., received a letter from Carl Warden which informed the Company that effective in March 2012, Mr. Warden had purchased from iStar Tara LLC, a successor in interest to SFT 1, Inc., the outstanding principal amount of $3 million under that certain Loan and Security Agreement dated as of July 13, 2005, among the Company, iStar and Carl E. Berg, the Chairman of the Company's Board of Directors and the Company's principal stockholder. The Letter extends the maturity date of the two remaining amortization payments of $1.5 million each (due March 10, 2012 and April 10, 2012) such that the entire $3.0 million in outstanding principal will be due on June 30, 2012. All other terms and conditions of the Original Loan Agreement remain unchanged, and iStar will continue to hold the two Warrants to Purchase Common Stock issued to iStar pursuant to the Original Loan Agreement. About Valence Technology Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) -- http://www.valence.com/-- is a global leader in the development of safe, long-life lithium iron magnesium phosphate energy storage solutions and provides the enabling technology behind some of the world's most innovative and environmentally friendly applications. Valence Technology has its Research & Development Center in Nevada, its Europe/Asia Pacific Sales office in Northern Ireland and global fulfillment centers in North America and Europe. The Company reported a net loss of $12.68 million on $45.88 million of revenue for the year ended March 31, 2011, compared with a net loss of $23.01 million on $16.08 million of revenue during the prior year. The Company reported a net loss of $10.07 million on $31.05 million of revenue for the nine months ended Dec. 31, 2011, compared with a net loss of $10.19 million on $31.97 million of revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2011, showed $35.71 million in total assets, $86.30 million in total liabilities, $8.61 million in redeemable preferred stock, and a $59.20 million total stockholders' deficit. Going Concern As a result of the Company's limited cash resources and history of operating losses there is substantial doubt about its ability to continue as a going concern. The Company presently has no further commitments for financing by its Chairman Carl Berg and or his affiliates. Recently, the Company has depended on sales of its common stock under the At-Market Issuance Agreement with Wm. Smith & Co and short term loans and stock sales with Mr. Berg. If the Company is unable to obtain additional financing from Mr. Berg, through its agreement with Wm. Smith & Co, or others on terms acceptable to the Company, or at all, the Company may be forced to cease all operations and liquidate its assets. As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in Austin, Texas, noted that Company's recurring losses from operations, negative cash flows from operations and net stockholders' capital deficiency raise substantial doubt about its ability to continue as a going concern. VEBLEN EAST: Chapter 11 Reorganization Case Dismissed ----------------------------------------------------- The Hon. Charles L. Nail, Jr., of the U.S. Bankruptcy Court for the District of South Dakota dismissed the Chapter 11 case of Veblen East Dairy Limited Partnership. As reported in the Troubled Company Reporter on April 11, 2012, Lee Ann Pierce, the Chapter 11 trustee explained that: -- all assets of the Debtor have been liquidated; -- no plan of reorganization has been or will be filed; -- the trustee has completed all of her obligations related to the administration of the case; and -- the trustee believes it is in the best interests of the creditors and the estate that the case be dismissed. About Veblen East Veblen, South Dakota-based Veblen East Dairy Limited Partnership operates a operates a "large calf-raising dairy business" in South Dakota. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. S.D. Case No. 10-10146) on July 2, 2010. The Debtor estimated its assets and debts at $50 million to $100 million. Lee Ann Pierce was appointed Chapter 11 trustee. The Company's affiliate, Veblen West Dairy, LLP, filed a separate Chapter 11 petition (Bankr. D. S.D. Case No. 10-10071) on April 7, 2010. Veblen West operates a 4,000-cow milking facility. The two cases are not being jointly administered. VELO HOLDINGS: Creditors Committee Taps Cooley LLP as Counsel ------------------------------------------------------------- The Official Committee of unsecured Creditors in the Chapter 11 cases of Velo Holdings Inc., et al., asks the U.S. Bankruptcy Court for the Southern District of New York for permission to retain Cooley LLP as its counsel. The hourly rates of Cooley's personnel are: Jar R. Indyke, partner $895 Cathy Hershcopf, partner $795 Jeffrey L. Cohen, partner $660 Michael A. Klein, associate $630 Alex R. Velinsky, associate $445 Dana S. Katz, associate $445 Rebecca Goldstein, paralegal $255 To the best of the Committee's knowledge, Cooley is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Committee set a hearing on May 29, 2012, 2:00 p.m. on Cooley's retention. Objections, if any, are due May 15, at 4:00 p.m. About Velo Holdings, V2V V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. Lawyers at Dechert LLP serve as the Debtors' counsel. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the First Lien Prepetition Agent and the DIP Agent. The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. Sidley Austin LLP represents the Second Lien Prepetition Agent. Tracy Hope Davis, U.S. Trustee for Region 2, appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of Velo Holdings Inc., et al. VELO HOLDINGS: Taps Alvarez & Marsal as Restructuring Advisor ------------------------------------------------------------- Velo Holdings Inc., et al., ask the U.S. Bankruptcy Court for the Southern District of New York for permission to employ Alvarez & Marsal North America, LLC, as restructuring advisor. A&M will, among other things: a. assist with the implementation of the Debtors' business plan and related creditor diligence; b. assist with the Debtors' cash flow forecasting; c. if necessary, participate in hearings before the bankruptcy court with respect to matters upon which A&M has provided advice, including coordinating with the Debtors' counsel with respect to testimony in connection therewith. Robert A. Campagna, Jr., a managing director with A&M, tells the Court that the hourly rates of A&M personnel are: Managing Directors $650 - $850 Directors $450 - $650 Associates $350 - $450 Analysts $250 - $350 A&M and A&M Securities received $250,000 as an initial retainer in connection with preparing for and conducting the filing of the Chapter 11 cases. In the 90 days prior to the Petition Date, A&M and A&M Securities received retainers and payments totaling $2,042,125 in the aggregate for services rendered and expenses incurred for the Debtors. A&M and A&M Securities have applied these funds to amounts due for services rendered and expenses incurred prior to the Petition Date. A&M relates that at this time, it is not possible to estimate the number of professional hours that will be required to perform the services contemplated by the Engagement Letter. Accordingly, it is not possible to estimate the total compensation to be paid to A&M under the Engagement Letter. Mr. Campagna assures the Court that A&M is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. As part of the overall compensation payable to A&M under the terms of the Engagement Letter, the Debtors have agreed to certain indemnification obligations. A hearing on May 29, 2012, at 2:00 p.m. (Eastern Time), has been set. About Velo Holdings, V2V et al. V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. Lawyers at Dechert LLP serve as the Debtors' counsel. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the First Lien Prepetition Agent and the DIP Agent. The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. Sidley Austin LLP represents the Second Lien Prepetition Agent. Tracy Hope Davis, U.S. Trustee for Region 2, appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of Velo Holdings Inc., et al VELO HOLDINGS: Has Final Approval to Incur $40MM DIP Financing -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York, in a final order, authorized Velo Holdings Inc., et al., to: a) obtain postpetition financing, consisting of a superpriority senior secured multiple-draw term loan facility in an aggregate principal amount of $40,000,000; and b) use cash collateral. As reported in the Troubled Company Reporter on April 9, 2012, the Debtors have proposed to obtain postpetition financing from Barclays Bank PLC, as administrative agent and collateral agent for itself and a syndicate of financial institutions. The right to use the cash collateral expires, among other things, upon: (a) the Debtors' failure to file by April 30, 2012, motions with the Court seeking authorization to pursue the sales of the Coverdell & Company, Inc. business and Neverblue Communications, Inc. business and approving the bid protections, auction process and sale procedures for such sales; (b) the Debtors' failure to file by April 16, 2012, an application with the Court to employ a Chief Restructuring Officer to supervise and direct a so-called Harvest Transaction as defined in the DIP Agreement; (c) the Debtors' failure to file with the Court by Aug. 20, 2012, a plan of reorganization in form and substance reasonably satisfactory to the First Lien Prepetition Agent; (d) failure of the Debtors to obtain approval of the disclosure statement respecting the Debtors' plan of reorganization by Oct. 1, 2012; (e) failure of the Debtors to obtain an order confirming the Debtors' plan of reorganization by Nov. 16, 2012; and (f) failure of the Debtors to have the plan of reorganization declared effective by Nov. 30, 2012. The DIP Facility consists of a superpriority senior secured multiple-draw term loan facility made available to the Borrowers in an aggregate principal amount of $40 million and is comprised of (i) an amount not to exceed $12 million in the aggregate of multiple draw new money term loans, or so-called Tranche A-1 Loans; (ii) an amount not to exceed $8 million in the aggregate of multiple draw new money term loans, or so-called Tranche A-2 Loans; and (iii) a dollar-for-dollar roll up of $20 million in respect of outstanding first lien prepetition debt. The Interim Order permits the Debtors to borrow from the DIP Lenders up to $5 million in New Money DIP Loans and $5 million in Roll Up DIP Loans. The Debtors also obtained interim authority to grant adequate protection to the First Lien Lenders with respect to, inter alia, all use and diminution in value of their collateral. Barclays is also the administrative agent and collateral agent under a First Lien Credit Agreement, dated as of Aug. 16, 2007. Wilmington Trust, National Association, serves as administrative agent and collateral agent under the Debtors' Second Lien Credit Agreement, dated as of Aug. 16, 2007. As of the bankruptcy filing date, the Debtors owe the First Lien Lenders $373.35 million in respect of loans made and $100,000 in respect of letters of credit issued. The DIP Credit Agreement provides that each of the Debtor forever waives and releases any and all "claims", counterclaims, causes of action, defenses and setoff rights against the First Lien Prepetition Agent and each of the other First Lien Prepetition Secured Parties, whether arising at law or in equity, including, without limitation, any recharacterization, subordination, avoidance or other claim arising under or pursuant to Section 105 or chapter 5 of the Bankruptcy Code or under any other similar provisions of applicable state or federal law. The Debtors and Barclays have agreed upon (i) a form of budget for the Debtors' ACU business and (ii) a form of budget for the Debtors' Coverdell and Neverblue businesses, each projecting cash flow for 13 weeks. On a monthly basis, the Debtors will provide to the DIP Agent updated Budgets for the Budget Period in substantially the same format as the previous Budgets. The DIP liens are subject to a "Carve-Out" for (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the United States Trustee pursuant to 28 U.S.C. Sec. 1930(a), (ii) fees and disbursements incurred by a chapter 7 trustee (if any) under section 726(b) of the Bankruptcy Code in an amount not to exceed $75,000, (iii) accrued but unpaid fees and expenses of professionals retained by the Debtors or by an official committee of unsecured creditors appointed in the case, incurred prior to an Event of Default or Cash Collateral Termination Event and allowed by the Bankruptcy Court, and (iv) after the occurrence and during the continuance of an Event of Default or Cash Collateral Termination Event, allowed and unpaid professional fees and expenses incurred by (x) the Debtors, in an amount not to exceed $600,000 or (y) the Creditors' Committee, subject to the restrictions set forth in the Interim Order, in an amount not to exceed $150,000. The DIP Facility also provides that, as of the last day of each month, Pro Forma EBITDA for the Debtors' CDNB Business on a cumulative basis, measured from Jan. 1, 2012, through such date, shall not be less than: Period ending Minimum Pro Forma EBITDA ------------- ------------------------ April 30, 2012 $6,900,000 May 31, 2012 $8,500,000 June 30, 2012 $10,200,000 July 31, 2012 $12,300,000 August 31, 2012 $14,300,000 September 30, 2012 $16,500,000 October 31, 2012 $18,900,000 November 30, 2012 $21,200,000 The Debtors also agree not permit the sum of the amount of cash and cash equivalents on hand plus the unused Tranche A-1 Loans available for borrowing at such time to be less than $2,000,000 at any time. The members of the DIP lending consortium include: * General Electric Capital Corporation, * GoldenTree Capital Solutions Fund Financing, * GoldenTree Capital Solutions Offshore Fund Financing, * GoldenTree Credit Opportunities Financing I, Ltd., * GoldenTree 2004 Trust, * GN3 SIP Limited, * GoldenTree High Yield Value Fund Offshore 110 Limited, * GoldenTree Credit Opportunities Second Financing, LTD., * Absalon II Limited, * Unipension Invest F.M.B.A. High Yield Obligationer, and * GoldenTree High Yield Value Fund Offshore (Strategic), Ltd. About Velo Holdings, V2V et al. V2V Corp. is a premier direct marketing services company, providing individuals and businesses with access to a wide-variety of consumer benefits in the United States, Canada, and the United Kingdom. V2V was founded in 1989 as a membership services company that marketed its membership programs exclusively via telemarketing and, after having nearly a decade of continued growth, went public in 1996. In 2007, V2V was acquired by a consortium of private equity firms led primarily by investing affiliates of One Equity Partners. Norwalk, Connecticut-based Velo Holdings Inc. and various affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398) on April 2, 2012. The debtor-affiliates are V2V Holdings LLC, Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc., Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd., Brand Magnet Inc., Neverblue Communications Inc., and Interactive Media Consolidated Inc. Judge Martin Glenn presides over the case. Lawyers at Dechert LLP serve as the Debtors' counsel. The Debtors' financial advisors are Alvarez & Marsal Securities LLC. The Debtors' investment banker is Alvarez & Marsal North America, LLC. Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors' special counsel. Epiq Bankruptcy Solutions serves as the Debtors' claims agent. Velo Holdings estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petitions were signed by George Thomas, general counsel. Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the First Lien Prepetition Agent and the DIP Agent. The First Lien Prepetition Agent and DIP Agent also has hired FTI Consulting, Inc. Sidley Austin LLP represents the Second Lien Prepetition Agent. Tracy Hope Davis, U.S. Trustee for Region 2, appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of Velo Holdings Inc., et al VIKING SYSTEMS: Incurs $401,000 Net Loss in First Quarter --------------------------------------------------------- Viking Systems, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss applicable to common shareholders of $401,377 on $3.51 million of net sales for the three months ended March 31, 2012, compared with a net loss applicable to common shareholders of $446,255 on $3.12 million of net sales for the same period a year ago. Viking Systems reported a net loss applicable to common shareholders of $2.92 million in 2011, compared with a net loss applicable to common shareholders of $2.43 million in 2010. The Company's balance sheet at March 31, 2012, showed $5.30 million in total assets, $2.86 million in total liabilities and $2.43 million in total stockholders' equity. Jed Kennedy, President and CEO of Viking Systems said, "We are pleased to be able to report that the first quarter of 2012 was a record quarter for total sales and placements of our 3DHD Vision Systems. Both total 3DHD systems, and more importantly, placements of clinical systems, meaning non demonstration systems, were at record levels. While placement of demonstration systems are important in creating the selling infrastructure needed to place systems in hospitals, we believe we have reached the transition point where clinical systems sales will consistently exceed demo systems placements. We also believe that placement of clinical systems will help to stimulate demand from new customers as they come to see the benefits being realized by the early adopters of our technology." A copy of the Form 10-Q is available for free at: http://is.gd/5GdjAP About Viking Systems Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB: VKNG.OB) -- http://www.vikingsystems.com/-- is a developer, manufacturer and marketer of visualization solutions for complex minimally invasive surgery. The Company partners with medical device companies and healthcare facilities to provide surgeons with proprietary visualization systems enabling minimally invasive surgical procedures, which reduce patient trauma and recovery time. VISUALANT INC: Expects to Close Transactions with Sumitomo by May ----------------------------------------------------------------- Visualant, Inc., entered into a Letter of Intent with Sumitomo Precision Products Co., Ltd., on April 4, 2012. Under the terms of the LOI, the parties intend to enter into a Joint Development Agreement for the commercialization of Visualant's patented Spectral Pattern Matching technology. The Company is completing due diligence and finalizing the Joint Development Agreement, Stock Purchase Agreement and License Agreement and expects to close the transactions during May 2012. The parties have been working together since 2011, developing and testing the SPM products, analyzing the market potential for the SPM technology and developing a product plan. SPP is publicly traded on the Tokyo and Osaka Stock Exchanges and has operations in Japan, United States, China, United Kingdom, Canada and other parts of the world. Additional details are available at http://www.spp.co.jp/English/index2-e.html Neither party is obligated by the LOI to complete the transaction. About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on October 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant reported a net loss of $2.39 million for the year ended Sept. 30, 2011, compared with a net loss of $1.14 million during the previous year. The Company's balance sheet at Dec. 31, 2011, showed $4.23 million in total assets, $5.96 million in total liabilities, $39,504 in noncontrolling interest and a $1.76 million in total stockholders' deficit. WASHINGTON MUTUAL: Investors Barred From Filing $435-Mil. Claim --------------------------------------------------------------- Amanda Bransford, writing for Law360.com, reports U.S. Bankruptcy Judge Mary Walrath at a hearing Monday said a class of investors who have sued Washington Mutual Bank NA over mortgage-backed securities fraud in Washington cannot file a $435 million claim in Washington Mutual Inc.'s bankruptcy case until other creditors have collected. Law360.com relates WaMu attorney Brian Rosen, Esq., at Weil Gotshal said Judge Walrath indicated the investors' previous agreement not to file a claim until a group of low- ranking creditors had recovered their securities fraud claims was binding. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- was the holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500 million to $1 billion with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. The Debtor tapped Valuation Research Corporation as valuation service provider for certain assets. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York, and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. The official committee of equity security holders also tapped BDO USA as its tax advisor. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which acquired the WaMu bank unit's assets prior to the Petition Date. Records filed Jan. 24, 2012, say that Washington Mutual Inc., former owner of the biggest U.S. bank to fail, has spent $232.8 million on bankruptcy professionals since filing its Chapter 11case in September 2008. In March 2012, the Debtors' Seventh Amended Joint Plan of Affiliated, as modified, and as confirmed by order, dated Feb. 23, 2012, became effective, marking the successful completion of the chapter 11 restructuring process. The Plan is based on a global settlement that removed opposition to the reorganization and remedy defects the judge identified in September. The plan is designed to distribute $7 billion. Under the reorganization plan, WaMu established a liquidating trust to make distributions to parties-in-interest on account of their allowed claims. WAVE HOUSE: Gets Final Order to Obtain Loan from AFCO Acceptance ---------------------------------------------------------------- The Hon. Laura S. Taylor of the U.S. Bankruptcy Court for the Southern District of California, authorized, in a final order Wave House Belmont Park, LLC, to obtain debtor-in- possession financing to cover insurance policy premiums. The Court also authorized the Debtor to enter into the Premium Financing Agreement with AFCO Acceptance Corporation and to pay AFCO all sums due pursuant to the Premium Financing Agreement. The Debtor and AFCO may take all actions necessary to obtain the requested insurance coverage in order to effectuate the terms and conditions of the Premium Financing Agreement and the order. About Wave House Belmont Park San Diego, California-based Wave House Belmont Park, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 10-19663) on Nov. 3, 2010. John L. Smaha, Esq., at Smaha Law Group, APC, assists the Debtor in its restructuring effort. Wave House, the company that operates the San Diego amusement area Belmont Park, filed for bankruptcy protection after the city imposed an eightfold increase in rent. The Debtor disclosed $28.3 million in assets and $17.6 million in liabilities. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Liability Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ --------- ------- ABSOLUTE SOFTWRE ABT CN 125.3 (7.2) 10.8 ACCO BRANDS CORP ACCO US 1,116.7 (61.9) 316.8 AMC NETWORKS-A AMCX US 2,183.9 (1,037.0) 525.8 AMER AXLE & MFG AXL US 2,502.3 (376.4) 264.6 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERISTAR CASINO ASCA US 2,012.0 (90.6) (33.0) ANOORAQ RESOURCE ARQ SJ 893.0 (191.0) 24.6 ARRAY BIOPHARMA ARRY US 120.0 (78.8) 28.4 AUTOZONE INC AZO US 6,056.5 (1,295.5) (608.2) BAZAARVOICE INC BV US 46.8 (15.4) (18.2) BOSTON PIZZA R-U BPF-U CN 146.9 (105.3) (2.0) CABLEVISION SY-A CVC US 7,088.5 (5,609.6) (218.0) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CARMIKE CINEMAS CKEC US 422.9 (5.6) (33.4) CC MEDIA-A CCMO US 16,489.3 (7,802.6) 1,550.1 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHENIERE ENERGY CQP US 1,737.3 (545.0) 57.7 CHENIERE ENERGY LNG US 2,915.3 (173.0) 6.5 CHOICE HOTELS CHH US 443.2 (26.2) 2.1 CIENA CORP CIEN US 1,918.3 (21.1) 918.6 CINCINNATI BELL CBB US 2,714.7 (715.2) (35.4) CLOROX CO CLX US 4,386.0 (106.0) (689.0) CROWN HOLDINGS I CCK US 7,178.0 (82.0) 731.0 DEAN FOODS CO DF US 5,754.4 (98.7) 220.8 DELTA AIR LI DAL US 44,189.0 (1,011.0) (5,347.0) DENNY'S CORP DENN US 336.2 (2.6) (16.3) DIRECTV-A DTV US 18,423.0 (2,842.0) (502.0) DISH NETWORK-A DISH US 11,470.2 (419.0) 527.3 DISH NETWORK-A EOT GR 11,470.2 (419.0) 527.3 DOMINO'S PIZZA DPZ US 601.3 (1,365.7) 58.8 DUN & BRADSTREET DNB US 1,977.1 (740.2) (226.6) EDGEN GROUP INC EDG US 900.7 (77.1) 329.3 FREESCALE SEMICO FSL US 3,371.0 (4,472.0) 1,444.0 GENCORP INC GY US 931.2 (189.7) 108.9 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 78.3 (25.8) 56.9 GOLD RESERVE INC GRZ US 78.3 (25.8) 56.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HCA HOLDINGS INC HCA US 27,139.0 (7,324.0) 1,667.0 HUGHES TELEMATIC HUTC US 94.0 (111.8) (39.0) HUGHES TELEMATIC HUTCU US 94.0 (111.8) (39.0) INCYTE CORP INCY US 293.6 (248.9) 133.9 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE US 1,644.4 (394.5) (338.4) JUST ENERGY GROU JE CN 1,644.4 (394.5) (338.4) LIN TV CORP-CL A TVL US 1,077.7 (80.9) 56.6 LIVEWIRE ERGOGEN LVVV US 0.1 (0.7) (0.7) LIZ CLAIBORNE LIZ US 796.8 (161.9) 9.7 LORILLARD INC LO US 3,351.0 (1,666.0) 919.0 MARRIOTT INTL-A MAR US 6,171.0 (848.0) (1,442.0) MEAD JOHNSON MJN US 2,866.7 (28.5) 635.2 MERITOR INC MTOR US 2,565.0 (945.0) 193.0 MERRIMACK PHARMA MACK US 85.3 (21.7) 39.4 MONEYGRAM INTERN MGI US 5,136.2 (92.5) (16.2) NATIONAL CINEMED NCMI US 820.2 (346.8) 68.4 NAVISTAR INTL NAV US 11,503.0 (190.0) 2,238.0 NEXSTAR BROADC-A NXST US 595.0 (183.4) 39.6 NPS PHARM INC NPSP US 183.3 (54.4) 130.0 NYMOX PHARMACEUT NYMX US 6.4 (5.2) 2.9 OMEROS CORP OMER US 27.0 (5.6) 7.0 PALM INC PALM US 1,007.2 (6.2) 141.7 PDL BIOPHARMA IN PDLI US 235.0 (243.8) 56.6 PEER REVIEW MEDI PRVW US 1.4 (3.4) (3.8) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PRIMEDIA INC PRM US 208.0 (91.7) 3.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) PUMA BIOTECHNOLO PBYI US 0.0 (0.3) (0.3) QUALITY DISTRIBU QLTY US 302.4 (106.2) 45.8 REGAL ENTERTAI-A RGC US 2,341.3 (572.5) 2.8 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN RNF US 111.3 (79.5) (16.0) REVLON INC-A REV US 1,156.7 (679.6) 184.9 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL SBH US 1,792.7 (168.5) 482.3 SINCLAIR BROAD-A SBGI US 1,571.4 (111.4) 14.1 SPLUNK INC SPLK US 82.2 (0.7) 1.1 TAUBMAN CENTERS TCO US 3,096.4 (275.8) - THRESHOLD PHARMA THLD US 89.7 (77.4) 72.8 UNISYS CORP UIS US 2,455.6 (1,240.4) 430.5 VECTOR GROUP LTD VGR US 886.1 (132.7) 145.6 VERISIGN INC VRSN US 1,882.8 (71.3) 831.1 VERISK ANALYTI-A VRSK US 1,892.0 (10.3) (147.7) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WTW US 1,176.1 (1,856.8) (1,057.9) ********* 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 ***