/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120611.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 11, 2012, Vol. 16, No. 161 Headlines 1&2 MET: Case Summary & 2 Largest Unsecured Creditors 10800 E CACTUS: Lack of Plan, Direction Prompt Case Dismissal 38 STUDIOS: Files for Chapter 7 Bankruptcy Protection 7972 RIDGE: Case Summary & 3 Largest Unsecured Creditors ALEJO PROPERTIES: Case Summary & 7 Largest Unsecured Creditors AMERICAN AIRLINES: Wins OK to Expand KPMG Services AMERICAN AIRLINES: Court Approves Additional Work for McKinsey AMERICAN AIRLINES: Toyota Wants Decision on Leases AMERICAN AIRLINES: $3.6-Mil. in Claims Changed Hands in March ASARCO LLC: Contribution Claims Against CNA Holdings Time-Barred ASSYRIAN BABYLON: Faces Eviction From Bar Premises ASPEN CHASE: Case Summary & 20 Largest Unsecured Creditors ASTORIA FINANCIAL: Moody's Assigns '(P)Ba1' Jr. Sub. Shelf Rating ATKORE INT'L: Moody's Lowers CFR/PDR to 'B3'; Outlook Negative AVION DEVELOPMENT: Case Summary & Largest Unsecured Creditor BELCORP RESOURCES: Case Summary & 15 Largest Unsecured Creditors BELTWAY ONE: Wells Fargo Disputes Bid for Open-Ended Exclusivity BLUEKNIGHT ENERGY: MSDC Owns 24% Common Units, 6% Pref. Units CAMARILLO PLAZA: Court OKs Janet Lawson as Attorney CAROLINA FEDERAL: Closed; Bank of NC Assumes All Deposits CAESARS ENTERTAINMENT: Bank Debt Trades at 13% Off CLEAR CHANNEL: Bank Debt Trades at 23% Off in Secondary Market COLANINNO REALTY: Files for Chapter 11 Bankruptcy Protection COMMET WELCOME: Case Summary & 7 Largest Unsecured Creditors CONYERS 138: Case Summary & Largest Unsecured Creditor DEX MEDIA EAST: Bank Debt Trades at 48% Off in Secondary Market DEX ONE: Fails to Comply with NYSE's $1.00 Trading Price Rule DEX ONE: Atish Banerjea to Resell 100,000 Common Shares DOUBLE W FARMS: Voluntary Chapter 11 Case Summary EXECUTIVE CENTER: Hires Janet Lawson as Counsel FARMERS AND TRADERS: Closed; First State Bank Assumes All Deposits FIRST CAPITAL BANK: Closed; F & M Bank Assumes All Deposits FREMONT GENERAL: $1.34MM Award to Former General Counsel Affirmed FRUIT OF THE SPIRIT: Case Summary & 8 Largest Unsecured Creditors GREATER PROPERTIES: Case Summary & 3 Largest Unsecured Creditors GRUBB & ELLIS: Wants Plan Filing Period Extended to Sept. 30 HAWKER BEECHCRAFT: Bank Debt Trades at 43% Off in Secondary Market HAWKER BEECHCRAFT: Gets OK to Hire Kirkland & Ellis as Attorneys HORIZON VILLAGE: Lender Disputes Bid for Open-Ended Exclusivity HOVNANIAN ENTERPRISES: Swings to $1.8MM Net Income in Fiscal Q2 JAMAL LEWIS: Fails to File Documents; Wants Hearing Postponed KINGSTON HOTELS: Case Summary & 4 Largest Unsecured Creditors KODI KLIP: Case Summary & 20 Largest Unsecured Creditors LAMOS MANAGEMENT: Case Summary & 7 Largest Unsecured Creditors LICHTIN/WADE: Court Approves Stubbs & Perdue as Counsel LSP ENERGY: Taps PA Consulting as Energy Expert Advisor M FOODS: Case Summary & 6 Largest Unsecured Creditors MDC PARTNERS: Moody's Lowers CFR/PDR to 'B2'; Outlook Stable MEMC ELECTRONIC: Moody's Downgrades CFR to 'B3'; Outlook Stable MONEY TREE: Wants Control of Case Through August MPG OFFICE: Has Agreement to Temporarily Hold 3800 Chapman Title NAVISTAR INTERNATIONAL: GAMCO Assets Discloses 4.6% Equity Stake NAVISTAR INTERNATIONAL: Carl Icahn Discloses 11.8% Equity Stake NAYANI, INC.: Case Summary & 5 Largest Unsecured Creditors NEW CENTURY TRS: Bankr. Court Won't Rule on Sanctions Bid NOOR SHAN: Case Summary & 6 Largest Unsecured Creditors PHILADELPHIA SCHOOL: Moody's Affirms 'Ba1' Gen. Obligation Rating POLYPORE INT'L: Moody's Raises CFR/PDR to 'B1'; Outlook Stable POTOMAC SUPPLY: Court OKs Morgan Joseph as Investment Banker POTOMAC SUPPLY: Court Approves LeClairRyan as Panel's Counsel R&L DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors RG STEEL: Herman Strauss Offers $15 Million for Facility RNP INVESTMENTS: Voluntary Chapter 11 Case Summary SEALY CORP: FPR Partners Discloses 8.8% Equity Stake SHEARER'S FOODS: Moody's Cuts PDR to 'Caa1', 'B3' CFR on Review SHRI SHIV: Voluntary Chapter 11 Case Summary SLAVERY MUSEUM: Chapter 7 Liquidation Sought SMOKIN' AL'S OF MASSAPEQUA: Case Summary & Creditors List SMOKIN' AL'S, INC.: Case Summary & 16 Largest Unsecured Creditors SPRING POINTE: Ray Quinney to Withdraw as Counsel STARBRITE PROPERTIES: Law Firm Facing Probe After Fraud Revelation STYRON CORP: Bank Debt Trades at 13% Off in Secondary Market SUZANO PAPER: S&P Cuts Corp. Credit Rating to 'BB' on Higher Debt SYNERGY INVESTMENT: Case Summary & 6 Largest Unsecured Creditors TCIM SERVICES: Case Summary & 20 Largest Unsecured Creditors TOWNSEND CORP: Jaguar Dealer Has Control of Case Thru July 5 TRIBUNE CO: Hearing on 4th Amended DCL Plan Begins TRIBUNE CO: Epiq Files 4th Amended Plan Voting Results TRIBUNE CO: Publishers Forest's Chapter 11 Case Dismissed TRIBUNE CO: Wins Additional Extension of Stay of Avoidance Suits TRIDENT MICROSYSTEMS: Map-X Audio Product Line Sold to CSR TYSON FOODS: Moody's Raises Rating on Sr. Unsec. Notes to 'Ba1' USEC INC: To Issue Additional 10MM Shares Under Savings Program USEC INC: Tradewinds Global Ceases to Hold 5% Equity Stake WACCAMAW BANK: Closed; First Community Bank Assumes All Deposits WELCOME PHARMACIES: Case Summary & 15 Largest Unsecured Creditors WESTERN POZZOLAN: Court May Appoint Chapter 11 Trustee WOLF CREEK: Second Amended Joint Plan Declared Effective WOK ACQUISITION: Moody's Rates $300MM Sr. Unsecured Notes 'Caa1' YUCCA SPRINGS: Case Summary & 3 Largest Unsecured Creditors * Moody's Says May Global Spec-Grade Corp. Default Rate Up 2.7% * Moody's Says Power Generation Shift Prompts Credit Uncertainty * Moody's Says US Surety Sector to Face Higher Claim Costs * Moody's Says Weak Performance in US Malls May Lead to Scrunity * BOND PRICING -- For Week From May 28 to June 1, 2012 ********* 1&2 MET: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------- Debtor: 1&2 Met Center 10, LLC, a Delaware limited liability company 36 Sand Dollar Court Newport Beach, CA 92663 Bankruptcy Case No.: 12-16981 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court Central District of California (Santa Ana) Judge: Mark S. Wallace Debtor's Counsel: Darvy M. Cohan, Esq. DARVY MACK COHAN ATTORNEY AT LAW 7855 Ivanhoe Avenue, Suite 400 La Jolla, CA 92037 Tel: (858) 459-4432 Fax: (858) 454-3548 E-mail: dmc@cohanlaw.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 is available for free at http://bankrupt.com/misc/cacb12-16981.pdf The petition was signed by Mubeen Aliniazee, restructuring officer. 10800 E CACTUS: Lack of Plan, Direction Prompt Case Dismissal ------------------------------------------------------------- Chief Bankruptcy Judge James M. Marlar dismissed the Chapter 11 case of 10800 E. Cactus Road, LLC, saying the case is "going nowhere" and "has simply languished." 10800 E. Cactus Road, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-16835) on June 10, 2011, estimating under $1 million in assets and debts. A copy of the petition is available at http://bankrupt.com/misc/azb11-16835.pdf The case was dismissed on July 7, 2011 for failure to timely file schedules and the statement of financial affairs. Then, upon motion, it was reinstated. The Debtor's schedules reflect ownership of a number of real estate properties, with liens on them vastly in excess of their values. The statement of financial affairs reflects no operating business. The Debtor's schedules reflect no cash, no bank accounts and no personal property, as of the day of filing. On Oct. 19, 2011, the Debtor filed a plan and disclosure statement. The disclosure statement was approved on Nov. 16, 2011, and a confirmation hearing was set for Jan. 18, 2012. In the meantime, monthly operating reports were filed for the months of August, September and October, and June-December 2011, and March and April 2012. On Jan. 18, 2012, the confirmation case was not ready to be tried, and the matter was continued to Feb. 22. Again, on that date, it was continued again for "an evidentiary hearing on valuation and confirmation." Once more, that matter was continued to April 19. And again to May 16. At that hearing, Judge Eileen Hollowell set a two-hour evidentiary hearing on stay relief for July 10. On May 15, 2012, the Debtor withdrew its existing plan, with the promise that it "will file a new plan and disclosure statement at a future date." The "future date" was unspecified. No new plan has been filed to date. According to Judge Marlar, the Debtor has stalled its creditors for an entire year, and has no plan on file. "It is also obvious that the Debtor is incapable of achieving a viable reorganization, and that further delay is a burden on creditors and the court alike. The Debtor has been given more than adequate opportunity to process a case in the federal bankruptcy court, and has failed to prosecute it. Time has run out." Judge Marlar dismissed the petition with prejudice. He said no motions for reconsideration will be entertained. The Debtor's sole remedy shall be by appeal. If the Debtor refiles, the clerk is ordered to assign the case to the same judge. A copy of the Court's June 6, 2012 Memorandum Decision is available at http://is.gd/cHct6qfrom Leagle.com. 38 STUDIOS: Files for Chapter 7 Bankruptcy Protection ----------------------------------------------------- Andy Chalk at the Escapist reports that Curt Schilling's 38 Studios filed for Chapter 7 bankruptcy protection on June 8, 2012. "This action comes after several weeks when the company has reviewed, considered and received the recommendations and advice with respect to potential avenues for relief that are currently available," a company representative told the Providence Journal. "After ongoing negotiations with the State of Rhode Island and potential investors and other interested parties, the Company has been unable to find a solution to the current stalemate." According to the report, unfortunately for all involved, the end of 38 Studios doesn't mean the end of the unpleasantness. The Rhode Island State Police, the FBI, the U.S. Attorney's office and the Rhode Island Attorney General "are working together to investigate activities that have recently come to light at 38 Studios." Those "activities" relate to the $75 million loan guarantee that brought 38 Studios to Rhode Island in the first place, plus another $8.5 million loan from Bank RI that was only recently disclosed, based on state film tax credits that had not actually been issued to the company. Providence Journal, citing court documents, said 38 Studios' Baltimore location, formerly known as Big Huge Games, has debts in excess of $100 million and assets of only $500,000 to $1 million. Headquartered in Providence, Rhode Island, 38 Studios -- http://38studios.com/-- is an entertainment and IP creation company in development on a broad range of products, including online and console video games, toys, novels, comics, film, TV, and other forms of digital media. 7972 RIDGE: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------- Debtor: 7972 Ridge Road LLC 1392 High Street Wadsworth, OH 44281 Tel: (330) 334-0014 Bankruptcy Case No.: 12-51837 Chapter 11 Petition Date: June 1, 2012 Court: U.S. Bankruptcy Court Northern District of Ohio (Akron) Judge: Marilyn Shea-Stonum Debtor's Counsel: John P. Malone, Jr., Esq. 614 Superior Avenue, N.W. 1150 Rockefeller Building Cleveland, OH 44113-1311 Tel: (216) 861-5511 Fax: (216) 861-0211 E-mail: jmaloneattorney@gmail.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 three largest unsecured creditors is available for free at: http://bankrupt.com/misc/ohnb12-51837.pdf The petition was signed by Stephen M. Kovack, member and manager. ALEJO PROPERTIES: Case Summary & 7 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Alejo Properties, LLC. 171 S. Hudson Avenue Pasadena, CA 91101 Bankruptcy Case No.: 12-29594 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Peter Carroll Debtor's Counsel: Ovsanna Takvoryan, Esq. TAKVORYAN LAW GROUP, A PROFESSIONAL CORP 450 N. Brand Boulevard, Suite 600 Glendale, CA 91203 Tel: (818) 291-6272 Fax: (818) 484-2126 E-mail: ovsanna@takvoryanlawgroup.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $50,000,001 to $100,000,000 A copy of the Company's list of its seven largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb12-29594.pdf The petition was signed by John Alejo, managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Randy M. Alejo 12-28964 05/30/12 AMERICAN AIRLINES: Wins OK to Expand KPMG Services -------------------------------------------------- AMR Corp. and its affiliates sought and obtained the Bankruptcy Court's permission to employ KPMG LLP as their tax compliance and tax consultants, nunc pro tunc to March 8, 2012. According to a supplemental application filed in Court, the Debtors determined to expand the scope of KPMG's retention to perform tax consulting services to various AMR international assignees with respect to Internal Revenue Service examinations for previous tax years pursuant to the Supplemental Engagement Letters, including, but not limited to these services: (a) Represent internal assignees in their current upcoming IRS income tax examination; (b) Work to resolve the examination in efficient manner and work with international assignees to develop an appropriate strategy for best handling the examination; (c) Assist international assignees with dealings with the IRS examination team and meet with team members as appropriate and necessary; (d) Assist international assignees in preparing submissions in response to IRS inquiries; and (e) If sought, represent international assignees before IRS Appeals or participate in an alternative dispute resolution program. The Debtors will pay KPMG's professionals according to their customary hourly rates, discounted at 60%: Title Discounted Hourly Rate ----- ---------------------- Partner $480 Senior Manager $360 Manager $285 Senior Associate $225 Staff $177 KPMG may also seek reimbursement for reasonable and necessary expenses incurred. Melisa Denis, a partner at KPMG LLP, says KPMG remains a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Court Approves Additional Work for McKinsey -------------------------------------------------------------- Judge Sean Lane approved a supplemental application by AMR Corp. to employ McKinsey Recovery & Transformation Services U.S., LLC; McKinsey & Company, Inc. United States; and McKinsey & Company, Inc. Japan, as the Debtors' management consultants, effective as of April 13, 2012. AMR wants McKinsey to provide supplemental services, including: (a) Evaluate alternative business plans including costs, savings and risks; (b) Support the Debtors in any efforts to execute one or more business alternatives; (c) Support the Debtors in responding to diligence requests from the Official Committee of Unsecured Creditors and other third parties regarding the items noted; and (d) Perform additional analysis as requested by the Debtors. The Debtors will pay McKinsey according to its professionals' customary hourly rates: Title Rate per Hour ----- ------------- Practice Leader $750 to $985 Executive Vice President $650 to $750 Senior Vice President $500 to $650 Manager $450 to $500 Senior Associate $350 to $450 Associate $300 to $350 Analyst $200 to $300 Paraprofessional: $100 to $175 The Debtors will also reimburse McKinsey for all reasonable expenses incurred. Seth Goldstrom, member of the Board of Directors at McKinsey Recovery & Transformation Services U.S., LLC, maintains that McKinsey is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Toyota Wants Decision on Leases -------------------------------------------------- Toyota Motor Credit Corporation asks the Bankruptcy Court to compel American Airlines, Inc., to assume or reject certain unexpired leases between the parties; and to compel the Debtor to timely perform its obligations under the leases. Toyota complained that the Debtor is currently due for the postpetition payment arising from its use and operation of certain Toyota equipment pursuant to 23 unexpired leases. Based on the Debtor's failure to make postpetition payments pursuant to the subject leases, despite its continued use and enjoyment of the equipment, the Debtor is in a position to make an immediate determination if it will assume or reject the Leases, Toyota insisted. Toyota is represented by: Geoffrey J. Peters, Esq. WELTMAN, WEINBERG & REIS CO., L.P.A. 175 S. Third Street, Suite 900 Columbus, OH 43215 Tel: (614) 857-4324 E-mail: gpeters@weltman.com Toyota withdrew its motion to compel and reserved its right to refile the motion. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine monthsended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: $3.6-Mil. in Claims Changed Hands in March ------------------------------------------------------------- About 136 claims totaling more than $3.6 million were traded in the Chapter 11 cases of AMR Corp. and its debtor affiliates in March 2012. The claims transferred were: (a) Debt Acquisition Company of American V, LLC Transferor Claim Amt. ---------- ---------- Baggage Delivery Service Inc. $859 Belfort Instrument Company 755 Charlottesville-Albemarle Airport Authority 5,752 Comfort Suites 4,054 Raben Tire Company Inc. 780 Renee Starnes 845 Access Courier Incorporated 1,066 CK & W Supply Inc. 2,312 Classic Chevrolet GM Parts Center 571 Colorado Cab Company LLC 814 Dickson 585 Greater Raleigh Refrigeration Inc. 599 JFM Engineering Inc. 1,160 Olympia Supply Company 1,900 Steen Macek Paper Company 3,007,149 Barfield Inc. 4,374 Budget Buddy Company Inc. 789 Carol Marks Music - A Division of Loraco Inc. 500 Crystal Ice Company 528 Executone Systems Co of LA Inc. 777 Express Catering Inc. 1,180 First Class Concessions Inc. 514 Goulette Ice Company 801 Harlan Global Manufacturing 528 Montgomery Muggs LLC 2,362 Nevada Yellow Cab Corp. 541 Nuruddin Jalauddin DBA Noors Taxi 1,650 OCS America Inc. 743 Patson Inc. DBA Transchicago Truck Group 1,740 Vision Hospitality DBA Hampton Inn 1,798 A1 Taxi & Delivery Service 915 Alamo Group Inc. 1,539 American Medal & Rehab Co. 1,065 Atchison Transportation Service 1,646 Carlton Stowers 1,200 Cheapflights Media (USA) Inc. 5,514 Doskocil Manufacturing Company 1,856 Excel Automotive Inc. 1,182 Kaddas Enterprises Inc. 1,400 Nevada Crystal Premium 563 Ohio Services 3,227 American Towing Service 2,081 Andy M Camacho, Inc. 514 Coral Gables Community Foundation 600 F C Witt Associates Ltd. 5,650 Horn Motors, Inc. 1,163 IDT Jets 787 Kracky McGee's Snack Shack 779 Lee Wesley Group Inc. 623 LGA Cafe LLC 777 MCA Supply LLC 2,657 Creative Photographers Inc 750 CRI Recycling Service Incorporated 7,976 Dallas Lighthouse For The Blind 837 Geotex Incorporated 1,753 Garland Steel Inc 899 Moresteam.com LLC 4,600 Tailwind Gainesville 785 (b) Sierra Liquidity Fund, LLC Transferor Claim Amt. ---------- ---------- J & B Aviation Services, Inc. $26,459 L & M Office Furniture 8,844 Mutual Propane - Mutual Liquid Gas & Equipment 6,923 Insulation Supply Company 9,830 Holly Equipment Sales, Inc. 7,473 Southwestern Petroleum Corporation 8,067 Tug Technologies Corporation 2,802 Tug Technologies Corporation 5,884 Protective Packaging Corporation 4,446 Associated Industries, Inc. 5,898 Ever Serve Corporation 1,429 HSH Interplan USA, Inc. 3,640 Innodyne Systems Incorporated 2,423 Honolulu Fish Company 776 Uncle Rod's Inc. 439 EVI, LLC 758 Jean's Upholstery Shop 188 Spinelli Pastry Shoppe 3,150 Facet USA, Inc. 2,598 Ebsco Spring Company 2,598 Stuart Hose and Pipe Company 1,927 The Young Industries, Inc. 2,745 Harvey-Daco, Inc. 1,608 Accurate Fire Equipment Company 955 Durham Coca-Cola 1,071 Durham Coca-Cola 275 Fresno AG Hardware 168 Airways Gifts 85 Twin Liquors 302 DeanJoy, LLC 1,890 Tri-State Propane, Inc. 64 Harlan Global Manufacturing 528 Pathfinder Company, Inc. 680 Quality Products 2,516 Fast Signs 89 Innovation Air Conditioning 1,489 Hydraulic Sales & Service, Inc. 628 Ft. Worth Welders Supply, Inc. 1,750 Atacs Products, Inc. 2,512 Race Brothers Farm & Home Supply 246 Murray Supply Corporation 201 Visiontron Corporation 556 Visiontron Corporation 155 Rapid Rivet & Fastener Corporation 35 Fleet Products, Inc. 618 SJM Industrial Radio 543 Florida Bearings, Inc. 331 Jim Warfield Electric of Texas, Inc. 2,294 J & B Aviation Services, Inc. 1,621 J & B Aviation Services, Inc. 28,081 Robert Talbott, Inc. 2,403 Innodyne Systems, Inc. 16,956 Innodyne Systems, Inc. 19,379 (c) ASM Capital IV, L.P. Transferor Claim Amt. ---------- ---------- Buffalo Wings Aeropuerto $5,176 Aeroflite Enterprises Inc. 9,100 Esterline Sensors Services Americas Inc. 78,157 (d) Fair Harbor Capital, LLC Transferor Claim Amt. ---------- ---------- Ruffin Holdings Incorporated $91,076 Firstmark Aerospace 10,550 Moody National Companies 5,484 Ruffin Holdings Incorporated 91,076 Coday Enterprises Incorporated 4,000 Firstmark Aerospace 10,550 (e) Claims Recovery Group LLC Transferor Claim Amt. ---------- ---------- Dean and Gibson $3,046 Atlantic Radio Telephone Inc. 2,019 37-10 Hotel Operating Company 3,742 (f) CRT Special Investments LLC Transferor Claim Amt. ---------- ---------- Added Incentives, Inc. $3,270 Cosco Fire Protection 3,177 (g) Tannor Partners Credit Fund, LP Transferor Claim Amt. ---------- ---------- Parker Hannifin Corp. - Paradise Bakery & Cafe $638 Five claims, three from Transaero, Inc. and two from Aero Parts Mart, were transferred to Hain Capital Holdings, Ltd. The total amount of the claims was not disclosed. Three claims, one from Seal Company Enterprises Inc., and two from O'Sullivan Communications, were transferred to Sonar Credit Partners II, LLC. The total amount of the claims was not disclosed. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Contribution Claims Against CNA Holdings Time-Barred ---------------------------------------------------------------- District Judge William Alsup for the Northern District of California granted summary judgment to CNA Holdings, LLC, in a CERCLA contribution action filed by Asarco LLC involving "the Selby Site", a contaminated land in Contra Costa County, California. The Court held that ASARCO's contribution action is time-barred. The claim seeking contribution was not commenced within three years of the entry of a March 13, 1989 settlement among the property's former owners and state agencies; therefore, ASARCO's complaint is dismissed against CNA Holdings. The 66-acre land known as "the Selby Site" consists of upland and former tideland and was originally the location of the Selby Smelting and Lead Company, a silver and lead smelter, which was built in 1884 and began operations in 1886. In 1905, a predecessor of ASARCO gained control of operations at the site and continued operations through 1970. As a result of ASARCO's lead and refining operations, slag -- a partially vitreous waste product of smelting -- was produced and deposited on both the land owned by ASARCO and in the tidelands leased by it from the California State Lands Commission. Approximately 60 acres of land were "created" by the accretion of slag along the shoreline resulting in the current 66-acre site. The Selby Smelting and Lead Company closed in 1970 after being named as the likely source of lead that caused livestock deaths in Solano County. After the Selby Smelting and Lead Company ceased operations, Virginia Chemicals (now CNA Holdings) acquired a leasehold on a 1.33-acre portion of the site and installed and operated a sulfur dioxide facility, which operated from 1971 to 1975. Virginia Chemicals' operations caused spills of acid and the escape of fugitive sulfuric dioxide gas. Virginia Chemicals ceased its operations after having problems with contamination of the top six feet of soil with sulfuric acid. Subsurface investigations of the Selby Site began in 1973. Acid- contamination of the soil on the Selby Site was first discovered in April 1976, during a joint agency inspection of the 1.33-acre Virginia Chemicals area, as well as of the adjacent Southern Pacific Transportation Company railroad spur tracks. In response, in August 1976, the Regional Water Quality Control Board issued a cleanup and abatement order to various parties, including ASARCO, Virginia Chemicals, and the Southern Pacific Transportation Company, requiring that the acid contamination be remediated by the removal and replacement of the top six feet of soil in the 1.33-acre Virginia Chemicals production area, and by the installation and monitoring of wells. In April 1977, after finding that the directives of the Board Order had been complied with, the Regional Water Quality Control Board rescinded the cleanup and abatement order. In 1977, Wickland Oil Company purchased ASARCO's portion of the Selby Site. In early 1980, Wickland Oil began plans to construct a coal export terminal. As part of Wickland Oil's construction efforts, it submitted its proposed plans to the United States Army Corps of Engineers and suggested that the slag on the Selby Site be used as fill material in the levees in the Sacramento River Delta. The State Department of Health Services advised the Corps that the slag was hazardous waste that posed a threat to the public and the environment if not properly managed. In 1981, Wickland Oil leased the tideland portion of the Selby Site from the California State Lands Commission, and began construction of a bulk refined marine-fuel terminal. Operations of the fuel terminal began in 1982. Several investigations of the Selby Site were conducted after Wickland Oil purchased the site from ASARCO, including an investigation by the California Department of Fish and Game, which sampled and analyzed samples from the slag and found arsenic, barium, copper, lead, antimony, and zinc concentrations that exceeded EPA water-quality standards. As the owner of the Selby Site, Wickland Oil looked for other responsible parties to address the hazardous waste problems on the site. In 1983, Wickland Oil filed a lawsuit in the United States District Court for the Northern District of California, alleging a CERCLA Section 107(a) environmental-response cost-recovery claim against ASARCO and the California State Lands Commission. While the Virginia Chemicals production area was referred to repeatedly by the parties during the lawsuit, Virginia Chemicals was never brought into the suit as a party. During the lawsuit, in 1988, a remedial investigation report was submitted by expert Levine Fricke, summarizing an investigation of offshore sediment, onshore soil, and groundwater samples collected on the Selby Site. This remedial investigation report revealed that onsite slag deposits contained elevated concentrations of heavy metals, including lead, arsenic, cadmium and zinc. Acid residues were detected in the soil where Virginia Chemicals had operated its production facility. Offshore sampling also revealed elevated metal concentrations in offshore sediments. In March 1989, a consent judgment was issued under which Wickland Oil, ASARCO, and the California State Lands Commission agreed to a phased remediation of the Selby Site. Under the 1989 Wickland Settlement, the parties undertook two broad categories of remediation costs. The first category included, among other things, the implementation of four "Interim Remedial Measures", with each party assuming one third of the cost responsibility. The four IRMs included (i) excavating and neutralizing approximately 100,000 cubic yards of acid-affected soil; (ii) dredging and removing approximately 98,000 cubic yards of contaminated offshore sediments; (iii) installing an asphalt cap and constructing a storm-water drainage system; and (iv) closing an on-site oxidation pond that was used to treat sewage from nearby homes, schools, and other facilities. The four IRMs were implemented during the early 1990s and completed in 2006. The second broad category included "other remediation costs," which included future costs for remediation measures deemed "necessary and appropriate," as well as costs associated with reimbursement of a government agency for costs incurred by the agency in connection with site remediation. These "other remediation costs" were apportioned between the parties, with ASARCO to bear a 42% share. In 1999, the public health dangers associated with the presence of petroleum byproducts such as methyl tertiary-butyl ether (MTBE), a gasoline additive, were recognized. In response, in March 1999, Executive Order D-5-99 was released in California, requiring the removal of the additive MTBE from California gasoline. As part of California's efforts to address concerns about groundwater contamination from industrial sites, in January 2000, the California Department of Toxic Substances Control (DTSC) was designated as the administering agency for the Selby Site. In this capacity, the DTSC was charged with four tasks (i) overseeing the Selby Site cleanup; (ii) determining the adequacy and extent of cleanup; (iii) issuing the necessary authorizations and permits relating to the cleanup; and (iv) issuing a certificate of completion. Investigations in 2003 revealed hydrocarbons and MTBE in groundwater throughout the Selby Site. DTSC required ASARCO, C.S. Land and the California State Lands Commission to conduct additional response activities at the Selby Site and to submit a feasibility study and remedial action plan for DTSC to evaluate and select an appropriate final remedy to address any remaining groundwater contamination issues. In 2005, ASARCO filed a voluntary petition for relief under bankruptcy chapter 11. In response, the California State Lands Commission, C.S. Land, Inc. (a subsidiary of ConocoPhillips, which acquired the Selby Site from Wickland Oil in 2000), and the California Department of Toxic Substances Control asserted claims for ASARCO's share of past and future Selby Site environmental response costs. DTSC took the position that ASARCO was jointly and severally liable for all past and future remediation costs under Section 107 of CERCLA, and the California State Lands Commission and C.S. Land asserted that ASARCO was liable for a 42% portion of all estimated future remediation costs under a 1989 Wickland Settlement. In 2008, ASARCO filed a motion for approval of a settlement with DTSC, C.S. Land, and the California State Lands Commission, whereby it would pay environmental regulators over $33 million to resolve its CERCLA liabilities at the Selby Site. In 2009, ASARCO's plan for reorganization became effective, and funds for the environmental settlement were distributed. In March 2011, ASARCO filed the lawsuit, seeking contribution under Section 113(f) of CERCLA from defendants as potentially responsible parties liable for their equitable share of overpayment by ASARCO of response costs associated with remediation of the Selby Site. In September 2011, ASARCO filed a first amended complaint that added Union Pacific Railroad Company as a defendant. By stipulation, ASARCO dismissed defendant Shore Terminals LLC in May 2012. The complaint alleges that all remaining defendants are liable under CERCLA as entities that have owned or operated manufacturing, storage, and transporting facilities on or near the Selby Site that involved hazardous substances. CNA sought summary judgment on ASARCO's contribution claim on the grounds that it is time barred. Union Pacific filed a statement of non-opposition. No other defendant has responded to or joined defendant CNA's motion. The lawsuit is ASARCO LLC, Plaintiff, v. SHORE TERMINALS LLC, a Delaware corporation; KINDER MORGAN ENERGY PARTNERS LP, a Delaware limited partnership; CELANESE CHEMICAL COMPANY, a Delaware corporation; UNION PACIFIC RAILROAD COMPANY, a Utah corporation; and Does 1-50, inclusive, Defendants, No. C 11-01384 WHA (N.D. Calif.). A copy of the Court's June 6, 2012 Order is available at http://is.gd/RPg3Frfrom Leagle.com. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 05-21207) on Aug. 9, 2005. Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On Dec. 9, 2009, Asarco Incorporated and Americas Mining Corporation's Seventh Amended Plan of Reorganization for the Debtors became effective and the ASARCO Asbestos Personal Injury Settlement Trust was created and funded with nearly $1 billion in assets, including more than $650 million in cash plus a $280 million secured note from Reorganized ASARCO. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated ASARCO LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. ASSYRIAN BABYLON: Faces Eviction From Bar Premises -------------------------------------------------- Rasha M.J., L.L.C., Majid Jajo and Four Brothers Success, L.L.C., won relief from the automatic stay to evict Assyrian Babylon, LLC, which runs a sports bar in Yuma, Arizona, from the leased premises for non-payment of rent. The Debtor has neither assumed nor rejected the lease. The Debtor claims the Landlord has failed to completely repair fire damage to the business premises, and asserts money damages from the Landlord. Yet it remains as a non- paying tenant in possession of the leased property. "The Debtor does not own the property. The Landlord does. The Debtor is merely a tenant. The Debtor may not hold the property hostage to its unliquidated claim for damages, in derogation of its contractual obligation to pay rent. The claim for damages will survive regardless of whether the Debtor stays in the premises or not. That claim can be litigated in a separate proceeding (which indeed has been filed as Adversary No. 12-ap-569). In the meantime, the Debtor has no legal right to remain non-paying on the premises. It must pay or vacate. Perhaps an eventual damage claim can be an offset to any damage claim filed by the Landlord for unpaid contractual rent. Regardless, it is clear that the Debtor, without a plan, without a motion to assume the lease, and without direction, may not continue to remain on the premises," Chief Bankruptcy Judge James M. Marlar said in a June 6, 2012 Memorandum Decision available at http://is.gd/Nlgg5Yfrom Leagle.com. The Debtor has yet to file a plan of reorganization and disclosure statement. It was required to do so by April 13, 2012. It tried, but failed, to obtain an extension of that deadline. Yuma, Arizona-based Assyrian Babylon, LLC, dba Ron's Place, and Rumors Sports Bar and Grill, filed a voluntary Chapter 11 petition (Bankr. D. Ariz. Case No. 11-34059) on Dec. 15, 2011, listing under $1 million in both assets and debts. A copy of the petition is available at http://bankrupt.com/misc/azb11-34059.pdf It is represented by Dennis M. Breen, III, Esq., at Breen & Olson, PLC. ASPEN CHASE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Aspen Chase Investments, LP 2447 Harry Wurzbach San Antonio, TX 78209 Bankruptcy Case No.: 12-11277 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: Christopher H. Trickey, Esq. GRAVES DOUGHERTY HEARON & MOODY, P.C. 401 Congress Avenue, Suite 2200 Austin, TX 78701 Tel: (512) 480-5620 Fax: (512) 480-5820 E-mail: ctrickey@gdhm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txwb12-11277.pdf The petition was signed by Christopher L. Phillips, general partner. ASTORIA FINANCIAL: Moody's Assigns '(P)Ba1' Jr. Sub. Shelf Rating ----------------------------------------------------------------- Moody's Investors Service lowered the long-term ratings of New York-based Astoria Financial Corporation and its subsidiaries, including its thrift subsidiary, Astoria Federal Savings and Loan Association. The holding company's senior unsecured debt rating was lowered to Baa2 from Baa1. The bank's standalone bank financial strength rating (BFSR) was downgraded to C-, which maps to baa1 on the long-term scale, from C, which maps to a3. Astoria's long-term deposit rating was lowered to Baa1 from A3. The bank's short-term rating was affirmed at Prime-2. Following this rating action, the outlook on Astoria is stable. Ratings Rationale Moody's said the downgrade reflects Astoria's weak core profitability. This is a product of revenue declines that have not been offset by expense reductions. Astoria's revenue declines have been driven by balance sheet shrinkage, mainly in its primary asset, jumbo residential mortgages. To date, management has been unable to offset this shrinkage with growth in other asset classes. In addition, Moody's does not expect Astoria's cost structure to materially improve. Together, these factors limit Astoria's potential for profitability improvement. At March 31, 2012, jumbo residential mortgages accounted for approximately 80% of Astoria's loan portfolio. However, in recent periods, origination volumes have declined due to 1) very low interest rates on 30-year fixed-rate conforming mortgages and 2) elevated conforming loan limits. Together, these factors have resulted in more borrowers opting for 30-year fixed-rate conforming mortgages, which Astoria does not originate. As a result, Astoria's balance sheet has contracted by 22% since year- end 2008, adversely affecting net interest income. Meanwhile, expenses have remained relatively flat. In an effort to grow and diversify its loan book, and improve its profitability, Astoria recently re-entered the rent- stabilized/rent-controlled New York City multifamily housing market. Concerns regarding growth in this portfolio are somewhat mitigated by Astoria's conservative credit culture, said Moody's. Despite the downgrade, Moody's noted that Astoria's stable outlook reflects its sustainable retail banking franchise, primarily focused in Brooklyn, Queens and Long Island, and its good asset quality and capital metrics. The principal methodologies used in this rating were Bank Financial Strength Ratings: Global Methodology published in February 2007, Incorporation of Joint-Default Analysis into Moody's Bank Ratings: Global Methodology published March 2012 and Moody's Guidelines for Rating Bank Hybrid Securities and Subordinated Debt published November 2009. Astoria Financial Corporation is headquartered in Lake Success, New York and reported consolidated assets of $17 billion at March 31, 2012. Downgrades: Issuer: Astoria Capital Trust I Preferred Stock, Downgraded to Ba1 (hyb) from Baa3 (hyb) Issuer: Astoria Federal Savings & Loan Association Bank Financial Strength Rating, Downgraded to C- from C Issuer Rating, Downgraded to Baa1 from A3 Senior Unsecured Deposit Rating, Downgraded to Baa1 from A3 OSO Rating, Downgraded to Baa1 from A3 Issuer: Astoria Financial Corporation Issuer Rating, Downgraded to Baa2 from Baa1 Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2 from Baa1 Assignments: Issuer: Astoria Financial Corporation Senior Unsecured Shelf, Assigned (P)Baa2 Subordinate Shelf, Assigned (P)Baa3 Junior Subordinated Shelf, Assigned (P)Ba1 Preferred Stock Shelf, Assigned (P)Ba1 Preferred Stock Non-cumulative Shelf, Assigned (P)Ba2 Outlook Actions: Issuer: Astoria Capital Trust I Outlook, Changed To Stable From Negative Issuer: Astoria Federal Savings & Loan Association Outlook, Changed To Stable From Negative Issuer: Astoria Financial Corporation Outlook, Changed To Stable From Negative ATKORE INT'L: Moody's Lowers CFR/PDR to 'B3'; Outlook Negative -------------------------------------------------------------- Moody's Investors Service downgraded the corporate family and probability of default ratings for Atkore International Holdings Inc. to B3 from B2. Moody's also downgraded the senior secured notes rating to Caa1 from B3. Moody's took the following rating actions: Downgraded CFR to B3 from B2 Downgraded PDR to B3 from B2 Downgraded $410 million senior credit facility due 2018 to Caa1 (LGD 4-59%) from B3 (LGD 5-71%). Outlook: Negative The downgrade of the corporate family rating to B3 reflects the company's weak operating performance, thin margins, and weak debt protection ratios. Given Atkore's high level of revenue exposure to the US non-residential construction market, Moody's does not expect these fundamentals to change and believe that EBIT/interest will continue to track at no better than 1x while cash flow based metrics remaining tight as well Although Moody's believes that conditions in the sector have bottomed, improvement is likely to be extremely gradual, conditions remain quite competitive and Moody's does not expect improvement of any meaningful level until at least late 2013. Atkore's B3 corporate family rating reflects its sensitivity to fluctuating prices of steel and copper, which comprise about 60% of its cost of sales, as well as cyclical variations in demand for its electrical and tubular products. The rating also considers the highly competitive market in which the company operates and its limited product differentiation. In addition, Atkore's leverage remains high as evidenced by the debt/EBITDA ratio, which on an unadjusted basis is approximately 5.5xs and on an adjusted basis just under 7xs for the twelve months to March 31, 2012, pro-forma for application of proceeds from the sale of Morrisville. In addition to the roughly pro forma $477 million in funded debt at March 31, 2012, Moody's adjusted debt figure includes $35 million of underfunded pension obligations, $21 million of debt-equivalent operating leases and $177 million of imputed debt associated with the Clayton, Dubilier & Rice (CD&R) preferred stock. CD&R's 51% ownership interest in Atkore is fully in the form of its $306 million of cumulative convertible participating preferred shares that initially carry a 12% dividend payable in cash or additional shares (PIK), subject to debt covenants. The rating is supported by the diversity of Atkore's product offering and its market position for many of its products. Moody's also acknowledges that the company's operating profit will fluctuate due to its ability to pass through raw material costs over time, but should consistently be positive, albeit modestly. The negative outlook reflects Moody's view that conditions in the sector will remain challenged for the next 12-18 months with the bias to the downside given softening economic conditions both in the US and globally. Improvement will remain extremely gradual and conditions quite competitive. The principal methodology used in rating Atkore International was the Global Steel Industry Methodology published in January 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. The rating could be lowered if the EBIT/interest is sustained below 1.0x, the EBIT margin is less than 2% on a sustained basis, debt to EBITDA continues to exceed 7x on an adjusted basis and 5.5x on an unadjusted basis, or if there is a material contraction in liquidity. Upward rating movement is unlikely over the next twelve to eighteen months given the challenging headwinds facing the company. However, the rating could be raised if free cash flow to debt is sustainable above 5%, the EBIT margin exceeds 5%, leverage as measured by the debt/EBITDA ratio is less than 5.0 xs on a sustainable basis, and adequate liquidity is maintained. Headquartered in Harvey, Illinois, Atkore International manufactures and distrbutes electrical conduit, armored cable, mechanical pipe, tube and other products. Voting interests in the company are held 51% by Clayton, Dubilier & Rice LLC and 49% by Tyco International. Revenues for the twelve months ended March 31, 2012 were $1.7 billion. AVION DEVELOPMENT: Case Summary & Largest Unsecured Creditor ------------------------------------------------------------ Debtor: Avion Development, Inc. 9500 Midwest Avenue Cleveland, OH 44125 Bankruptcy Case No.: 12-14216 Chapter 11 Petition Date: June 2, 2012 Court: U.S. Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Jessica E. Price Smith Debtor's Counsel: Frederic P. Schwieg, Esq. FREDERIC P. SCHWIEG, ATTORNEY AT LAW 2705 Gibson Drive Rocky River, OH 44116-3008 Tel: (440) 499-4506 Fax: (440) 398-0490 E-mail: fschwieg@schwieglaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The petition was signed by John A. Pumper, officer. The Company's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Cuyahoga County Common Court Costs and $3,213 Pleas Court Fees Clerk of Court - Civil 1200 Ontario Street, FL1 Cleveland, OH 44113 BELCORP RESOURCES: Case Summary & 15 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Belcorp Resources, Inc. dba Logandale Chevron 2505 Anthem Village Drive, #E-499 Henderson, NV 89052 Bankruptcy Case No.: 12-16650 Chapter 11 Petition Date: June 1, 2012 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: David A. Riggi, Esq. 5550 Painted Mirage Road, #120 Las Vegas, NV 89149 Tel: (702) 808-0359 E-mail: darnvbk@gmail.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 15 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nvb12-16650.pdf The petition was signed by Derek Belanus, president. BELTWAY ONE: Wells Fargo Disputes Bid for Open-Ended Exclusivity ---------------------------------------------------------------- The Bankruptcy Court has yet to rule on the request of Beltway One Development Group LLC for extension of the exclusive period to secure acceptances of its amended plan of reorganization. This is the Debtor's second request for extension. The Debtor wants the Exclusive Solicitation Period extended through the 15th day after the entry of an order confirming the Debtor's Amended Plan. Wells Fargo Bank, N.A., has objected to the extension request, arguing the Debtor has failed to establish cause to extend the exclusive solicitation period. Wells Fargo pointed out creditors have already cast their Plan votes, and the confirmation proceedings have concluded. To the extent another party wishes to seek confirmation of a plan, it now should be free to do so. "The Debtor does not seek to negotiate a plan. Its strategy is to cramdown Wells Fargo," said Michael F. Lynch, Esq., on Wells Fargo's behalf. Wells Fargo, as successor-by-merger to Wachovia Bank, National Association, made a $10,000,000 pre-bankruptcy loan to the Debtor. The Loan is secured by, among other things, a first position lien on (i) the Debtor's two-story office building located at 9121 West Russell Road in Las Vegas, Nevada; and (ii) all rents and other personal property in any way related to the Property. The Debtor is in default of its obligations under the Loan by, among other things, failing to repay the Loan when it matured on May 16, 2011. Wells Fargo filed its proof of claim on Nov. 15, 2011, establishing that the Debtor owed no less than $9,877,741 as of the Petition Date, plus accrued and accruing interest, fees and costs, and post-petition interest. On Oct. 25, 2011, the Debtor filed a plan and disclosure statement contending that Wells Fargo is fully secured by its collateral in the chapter 11 case. Wells Fargo contends the Plan represents a "kick the can down the road" approach that assumes the Debtor will be able to refinance its debt or sell Wells Fargo's collateral and pay the then-due balance in full within five years. On Dec. 20, 2011, Wells Fargo sought relief from the automatic stay. The bank said it made that request so the Court could "test" the Plan at the confirmation hearing and decide whether the Debtor has met its burden of proof under section 1129 of the Bankruptcy Code, or whether the Court should grant stay relief. On Jan. 8, 2012, the Debtor made its first request seeking extension of the time to solicit plan votes. The Debtor also filed an amended plan that altered the treatment of creditor BB&T's claim, but did not alter the treatment of Wells Fargo's claim. The Court held a consolidated evidentiary hearing on plan confirmation and stay relief on Jan. 9, 10, and 12, 2012. The parties have filed post-trial briefs. The Debtor ultimately sought another extension of the exclusivity periods. Wells Fargo is represented in the case by. Robert J. Miller, Esq. Bryce A. Suzuki, Esq. BRYAN CAVE LLP Two North Central Avenue, Suite 2200 Phoenix, AZ 85004-4406 Telephone: (602) 364-7000 Facsimile: (602) 364-7070 E-mail: rjmiller@bryancave.com bryce.suzuki@bryancave.com sally.erwin@bryancave.com - and - Robert M. Charles, Jr., Esq. Michael Lynch, Esq. LEWIS AND ROCA LLP 3993 Howard Hughes Parkway, Suite 600 Las Vegas, NV 89169 Tel: (702) 949-8320 (702) 474-2683 E-mail: RCharles@LRLaw.com MLynch@LRLaw.com BankruptcyNotices@LRLaw.com MBigas@LRLaw.com Creditor Branch Bank & Trust is represented by lawyers at Holland & Hart led by Lars Evensen, Esq. -- lkevensen@hollandhart.com , ckelly@hollandhart.com , ecftevensen_bk@hollandhart.com , glpacheco@hollandhart.com About Beltway One, Horizon Village Square, Nigro HQ & Ten Saints Four related Las Vegas, Nevada-based entities sought Chapter 11 bankruptcy protection on July 13, 2011. The businesses are owned or managed by local business people and firms, including Todd Nigro, Nigro Development LLC, a Nigro family trust and other investors. Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns the Vons-anchored Horizon Village Square Shopping Center near I-515 and Horizon Drive in Henderson. The property includes five retail buildings with nearly 43,000 square feet of space. Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134- room Hampton Inn & Suites at St. Rose Parkway and Seven Hills Drive in Henderson. Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-21026) owns the Desert Canyon Business Park at Russell Road and the Las Vegas Beltway. It has two buildings and 15 acres. Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office building at 9115 W. Russell Road occupied by Bank of George, Infinity Plus LLC and Nigro Construction Inc. Todd Nigro said the four bankruptcies were caused by threatened foreclosures -- typically related to Wells Fargo Bank demanding payments to keep loan-to-value ratios at specified levels. Judge Mike K. Nakagawa presides over the cases. Lawyers at Gordon Silver serve as the Debtors' bankruptcy counsel. The bankruptcy petitions estimated assets and debts from $1 million to $10 million each for Nigro HQ; and from $10 million to $50 million in both assets and debts for Horizon Village, Ten Saints and Beltway One. The cases are not jointly administered. A fifth related business, Russell Boulder LLC, filed for bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010. It owns the 600-suite Siena Suites extended stay property at Boulder Highway and Russell Road. BLUEKNIGHT ENERGY: MSDC Owns 24% Common Units, 6% Pref. Units ------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, MSDC Management, L.P., and MSD Torchlight Partners, L.P., disclosed that, as of May 31, 2012, they beneficially own 1,935,842 series A preferred units of Blueknight Energy Partners, L.P., representing 6.4% of the shares outstanding. A copy of the filing is available for free at: http://is.gd/cbacXN In a separate amended Schedule 13D filing, MSDC Management, L.P., and MSD Torchlight Partners, L.P., disclosed that, as of May 31, 2012, they beneficially own 5,512,786 common units representing 24.3% of the shares outstanding. A copy of the filing is available for free at http://is.gd/nXKiwW About Blueknight Energy Blueknight Energy Partners, L.P. (Pink Sheets: BKEP) -- http://www.bkep.com/-- provides integrated terminalling, storage, processing, gathering and transportation services for companies engaged in the production, distribution and marketing of crude oil and asphalt product. It provides services for the customers, and its only inventory consists of pipeline linefill and tank bottoms necessary to operate the assets. It has three operating segments: crude oil terminalling and storage services, crude oil gathering and transportation services, and asphalt services. The Company's balance sheet at Dec. 31, 2011, showed $304.75 million in total assets, $246.95 million in total liabilities, and $57.79 million in total partners' capital. * * * This concludes the Troubled Company Reporter's coverage of Blueknight until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. CAMARILLO PLAZA: Court OKs Janet Lawson as Attorney --------------------------------------------------- Camarillo Plaza LLC sought and obtained permission from the U.S. Bankruptcy Court for the Central District of California to employ Janet A. Lawson, Esq., as its attorney. Ms. Lawson will, among other things: (a) advise the Debtor concerning the rights, duties, and obligations of a debtor-in-possession under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the requirements of the United States Trustee; (b) represent the Debtor in all hearings and meetings before the Bankruptcy Court; (c) prosecute and defend appropriate adversary proceedings in the Bankruptcy Court; (d) prosecute any claim objection; and (e) prepare a disclosure statement and a plan of reorganization. To the Debtor's knowledge, Ms. Lawson does not represent interest adverse to the estate. Janet A. Lawson's present hourly rate is $300. The Debtor paid Ms. Lawson a $20,000 retainer. About Camarillo Plaza LLC Shopping center operator Camarillo Plaza LLC, based in Los Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-59637) on Dec. 5, 2011. Judge Sheri Bluebond was assigned to the case. At the Debtor's behest the next day, the case was transferred to the Northern Division (Bankr. C.D. Calif. Case No. 11-bk-15562). The case in the Los Angeles Division was closed, and Judge Robin Riblet took over from Judge Bluebond. The Debtor scheduled assets of $21,646,714 and liabilities of $12,286,585 as of the Chapter 11 filing. Janet A. Lawson, Esq., in Ventura County, California, serves as the Debtor's counsel. The petition was signed by Aaron Arnold Klein, managing partner. CAROLINA FEDERAL: Closed; Bank of NC Assumes All Deposits --------------------------------------------------------- Carolina Federal Savings Bank of Charleston, S.C., was closed on Friday, June 8, by the Office of the Comptroller of the Currency, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Bank of North Carolina of Thomasville, N.C., to assume all of the deposits of Carolina Federal Savings Bank. The two branches of Carolina Federal Savings Bank will reopen during normal business hours as branches of Bank of North Carolina. However, both of the failed bank's branches will conduct business under the name BNC Bank. Depositors of Carolina Federal Savings Bank will automatically become depositors of Bank of North Carolina. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Carolina Federal Savings Bank should continue to use their existing branch until they receive notice from Bank of North Carolina that it has completed systems changes to allow other Bank of North Carolina branches to process their accounts as well. As of March 31, 2012, Carolina Federal Savings Bank had approximately $54.4 million in total assets and $53.1 million in total deposits. In addition to assuming all of the deposits of the failed bank, Bank of North Carolina agreed to purchase approximately $41.0 million of the assets. The FDIC will retain the remaining assets for later disposition. Customers with questions about the transaction should call the FDIC toll-free at 1-800-760-3639. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/carolina.html The FDIC estimates that the cost to the Deposit Insurance Fund will be $15.2 million. Compared to other alternatives, Bank of North Carolina's acquisition was the least costly resolution for the FDIC's DIF. Carolina Federal Savings Bank is the 26th FDIC- insured institution to fail in the nation this year, and the second in South Carolina. The last FDIC-insured institution closed in the state was Plantation Federal Bank, Pawleys Island, on April 27, 2012. CAESARS ENTERTAINMENT: Bank Debt Trades at 13% Off -------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 87.25 cents-on-the-dollar during the week ended Friday, June 8, a drop of 0.69 percentage points from the previous week, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 1, 2018, and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 128 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. --http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. Caesars reported a net loss of $281.10 million on $2.27 billion of net revenues for the quarter ended March 31 2012. The Company incurred a net loss of $666.70 million in 2011, and a net loss of $823.30 million in 2010. The Company's balance sheet at March 31, 2012, showed $28.40 billion in total assets, $27.56 billion in total liabilities and $849.20 million in total equity. * * * As reported by the TCR on March 28, 2012, Moody's Investors Service upgraded Caesars Entertainment Corp's Corporate Family Rating (CFR) and Probability of Default Rating both to Caa1 from Caa2. The upgrade of Caesars' ratings reflects very good liquidity, an improving operating outlook for gaming in a number of the company's largest markets that is expected to drive earnings growth, the completion of a bank amendment that resulted in the extension of debt maturities to 2018 from 2015, and the public listing of the company's equity that increases financial flexibility by providing it with another potential source of capital. The upgrade of the SGL rating reflects minimal debt maturities over the next few years, significant cash balances (approximately $900 million at December 31, 2011) and revolver availability that will be more than sufficient to fund the company's cash interest and capital spending needs. CLEAR CHANNEL: Bank Debt Trades at 23% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which Clear Channel Communications, Inc., is a borrower traded in the secondary market at 77.08 cents-on-the-dollar during the week ended Friday, June 8, a drop of 1.17 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 365 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 30, 2016, and carries Moody's 'Caa1' rating and Standard & Poor's 'CCC+' rating. The loan is one of the biggest gainers and losers among 128 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. 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 had a net loss of $143.63 million on $1.36 billion of revenue for the three months ended March 31, 2012. It 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 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. At March 31, 2012, the Company had $20.7 billion of total indebtedness outstanding. Bankruptcy Warning 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. * * * 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. COLANINNO REALTY: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------ Thomas Grillo at Boston Business Journal reports Colaninno Realty LLC filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in Massachusetts. The report says Colaninno Realty listed its assets as $575,000 and its liabilities as $505,390. A public notice listed a property the company owns at 550 Washington St., in Stoughton, Mass. The Company faces a foreclosure auction on June 19. Darren Cummings is listed as the company's president and CEO. COMMET WELCOME: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Commet Welcome Pharmacies, Inc. 4646 Page Avenue Michigan Center, MI 49254 Bankruptcy Case No.: 12-53639 Chapter 11 Petition Date: June 1, 2012 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Marci B. McIvor Debtor's Counsel: William R. Orlow, Esq. B.O.C. LAW GROUP, P.C. 24100 Woodward Avenue Pleasant Ridge, MI 48069 Tel: (248) 584-2100 E-mail: bocecf@boclaw.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 seven largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb12-53639.pdf The petition was signed by Robert Paul Commet, president. CONYERS 138: Case Summary & Largest Unsecured Creditor ------------------------------------------------------ Debtor: Conyers 138, LLC 1562 Lenox Road Atlanta, GA 30306 Bankruptcy Case No.: 12-63664 Chapter 11 Petition Date: June 1, 2012 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Judge: James R. Sacca Debtor's Counsel: Evan M. Altman, Esq. 8325 Dunwoody Place, Building 2 Atlanta, GA 30350-3307 Tel: (770) 394-6466 Fax: (678) 405-1903 E-mail: evan.altman@laslawgroup.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Brad Taratoot, managing member. The Company's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Fulton County Tax Commissioner -- $4,617 Arthur E. Ferdinand 141 Pryor Street Atlanta, GA 30303 DEX MEDIA EAST: Bank Debt Trades at 48% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Dex Media East LLC is a borrower traded in the secondary market at 52.45 cents-on- the-dollar during the week ended Friday, June 8, a drop of 0.72 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 250 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 24, 2014. The loan is one of the biggest gainers and losers among 128 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About R.H. Donnelley & Dex Media East Dex One, headquartered in Cary, North Carolina, is a local business marketing services company that includes print directories and online voice and mobile search. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09- 11852) on May 28, 2009. They emerged from bankruptcy on Jan. 29, 2010. On the Effective Date and in connection with its emergence from Chapter 11, RHD was renamed Dex One Corporation. Dex One reported a net loss of $518.96 million in 2011 compared with a net loss of $923.59 million for the eleven months ended Dec. 31, 2010. * * * As reported in the April 2, 2012 edition of the TCR, Moody's Investors Service has downgraded the corporate family rating (CFR) for Dex One Corporation's to Caa3 from B3 based on Moody's view that a debt restructuring is inevitable. Moody's has also changed Dex's Probability of Default Rating (PDR) to Ca/LD from B3 following the company's purchase of about $142 million of par value bank debt for about $70 million in cash. The Caa3 rating also reflects Moody's view that additional exchanges at a discount are likely in the future since the company amended its bank covenants to make it possible to repurchase additional bank debt on the open market through the end of 2013. As reported by the TCR on April 4, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Cary, N.C.-based Dex One Corp. and related entities to 'CCC' from 'SD' (selective default). "The upgrade reflects our assessment of the company's credit profile after the completion of the subpar repurchase transaction in light of upcoming maturities, future subpar repurchases, and our expectation of a continued week operating outlook," explained Standard & Poor's credit analyst Chris Valentine. DEX ONE: Fails to Comply with NYSE's $1.00 Trading Price Rule ------------------------------------------------------------- Dex One Corporation received notification from the New York Stock Exchange that its average closing share price over a consecutive 30 trading-day period fell below the NYSE's minimum continued listing standard of $1.00 per share. Under NYSE rules, Dex One has until its next annual meeting of stockholders in May 2013 to satisfy the average share price requirement. Dex One has notified the NYSE that it will take steps to cure this deficiency within the prescribed timeframe. Until then, the Company's shares will continue to be listed and traded on the NYSE, subject to compliance with other NYSE continued listing standards. About Dex One Dex One, headquartered in Cary, North Carolina, is a local business marketing services company that includes print directories and online voice and mobile search. Revenue was approximately $1.1 billion for the LTM period ended Sept. 30, 2010. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09- 11833 through 09-11852). They emerged from bankruptcy on Jan. 29, 2010. On the Effective Date and in connection with its emergence from Chapter 11, RHD was renamed Dex One Corporation. Dex One reported a net loss of $518.96 million in 2011 compared with a net loss of $923.59 million for the eleven months ended Dec. 31, 2010. The Company's balance sheet at March 31, 2012, showed $3.14 billion in total assets, $3.09 billion in total liabilities and $48.87 million in total shareholders' equity. * * * As reported in the April 2, 2012 edition of the TCR, Moody's Investors Service has downgraded the corporate family rating (CFR) for Dex One Corporation's to Caa3 from B3 based on Moody's view that a debt restructuring is inevitable. Moody's has also changed Dex's Probability of Default Rating (PDR) to Ca/LD from B3 following the company's purchase of about $142 million of par value bank debt for about $70 million in cash. The Caa3 rating also reflects Moody's view that additional exchanges at a discount are likely in the future since the company amended its bank covenants to make it possible to repurchase additional bank debt on the open market through the end of 2013. As reported by the TCR on April 4, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Cary, N.C.-based Dex One Corp. and related entities to 'CCC' from 'SD' (selective default). "The upgrade reflects our assessment of the company's credit profile after the completion of the subpar repurchase transaction in light of upcoming maturities, future subpar repurchases, and our expectation of a continued week operating outlook," explained Standard & Poor's credit analyst Chris Valentine. DEX ONE: Atish Banerjea to Resell 100,000 Common Shares ------------------------------------------------------- Dex One Corporation filed with the U.S. Securities and Exchange Commission a Form S-8 relating to the resale, from time to time, of up to 100,000 shares of the Company's common stock, $0.001 par value per share, by Atish Banerjea, senior vice president and chief technology officer. The selling stockholder acquired those shares pursuant to grants made under (i) a stand-alone restricted stock award agreement, dated Jan. 18, 2011, by and between Dex One Corporation and Atish Banerjea and (ii) a stand-alone nonqualified stock option agreement, dated Jan. 18, 2011, by and between Dex One Corporation and Atish Banerjea. The Company will not receive any proceeds from sales of the shares of the Company's common stock covered by this prospectus by the selling stockholder. Shares of the Company's common stock are listed on the New York Stock Exchange under the symbol "DEXO." On June 1, 2012, the last reported sale price of the Company's common stock was $0.92 per share. A copy of the filing is available for free at http://is.gd/cEbvMc About Dex One Dex One, headquartered in Cary, North Carolina, is a local business marketing services company that includes print directories and online voice and mobile search. Revenue was approximately $1.1 billion for the LTM period ended Sept. 30, 2010. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09- 11833 through 09-11852). They emerged from bankruptcy on Jan. 29, 2010. On the Effective Date and in connection with its emergence from Chapter 11, RHD was renamed Dex One Corporation. Dex One reported a net loss of $518.96 million in 2011 compared with a net loss of $923.59 million for the eleven months ended Dec. 31, 2010. The Company's balance sheet at March 31, 2012, showed $3.14 billion in total assets, $3.09 billion in total liabilities and $48.87 million in total shareholders' equity. * * * As reported in the April 2, 2012 edition of the TCR, Moody's Investors Service has downgraded the corporate family rating (CFR) for Dex One Corporation's to Caa3 from B3 based on Moody's view that a debt restructuring is inevitable. Moody's has also changed Dex's Probability of Default Rating (PDR) to Ca/LD from B3 following the company's purchase of about $142 million of par value bank debt for about $70 million in cash. The Caa3 rating also reflects Moody's view that additional exchanges at a discount are likely in the future since the company amended its bank covenants to make it possible to repurchase additional bank debt on the open market through the end of 2013. As reported by the TCR on April 4, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Cary, N.C.-based Dex One Corp. and related entities to 'CCC' from 'SD' (selective default). "The upgrade reflects our assessment of the company's credit profile after the completion of the subpar repurchase transaction in light of upcoming maturities, future subpar repurchases, and our expectation of a continued week operating outlook," explained Standard & Poor's credit analyst Chris Valentine. DOUBLE W FARMS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Double W Farms, LLC dba Green Valley Ranch, LLC 3952 PR 2718 Aubrey, TX 76227 Bankruptcy Case No.: 12-43242 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: Clarke Viron Rogers, Esq. FORSHEY & PROSTOK LLP 777 Main Street, Suite 1290 Fort Worth, TX 76102 Tel: (817) 877-4224 Fax: (817) 877-4151 E-mail: crogers@forsheyprostok.com - and - J. Robert Forshey, Esq. FORSHEY & PROSTOK, LLP 777 Main Street, Suite 1290 Fort Worth, TX 76102 Tel: (817) 877-8855 E-mail: jrf@forsheyprostok.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Wallis Winegar, director and managing member. EXECUTIVE CENTER: Hires Janet Lawson as Counsel ----------------------------------------------- Executive Center of Simi Valley LLC asks permission from the U.S. Bankruptcy Court for permission to employ Janet A. Lawson as counsel. Janet A. Lawson attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The Debtor has paid a $20,000 retainer by the Debtors, $7,500 of which is earned when received. The hourly rate for Ms. Lawson is $300 per hour. Ms. Lawson will employ Susan Salehi to assist in the handling of the case. Due to a significant increase in Ms. Lawson's case load, a second attorney is necessary to manage the file and make appearances when necessary. Ms. Lawson will be the lead counsel and the attorney who will bear the ultimate responsibly for the case. Service of documents and orders must be made on Ms. Lawson. Executive Center of Simi Valley LLC, which operates the Agoura Hills Corporate Center, filed for Chapter 11 (Bankr. C.D. Calif. Case No. 12-11527) on Feb. 16, 2012. Judge Victoria S. Kaufman presides over the case. Janet A. Lawson, Esq., in Ventura, California, serves as the Debtor's counsel. The Debtor scheduled $29,576,254 in assets and $19,093,382 in debts. The petition was signed by Arnold A. Klein, managing partner. FARMERS AND TRADERS: Closed; First State Bank Assumes All Deposits ------------------------------------------------------------------ Farmers and Traders State Bank of Shabbona, Ill., was closed on Friday, June 8, by the Illinois Department of Financial and Professional Regulation, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with First State Bank of Mendota, Ill., to assume all of the deposits of Farmers and Traders State Bank. The two branches of Farmers and Traders State Bank will reopen during its normal business hours as branches of First State Bank. Depositors of Farmers and Traders State Bank will automatically become depositors of First State Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Farmers and Traders State Bank should continue to use their existing branch until they receive notice from First State Bank that it has completed systems changes to allow other First State Bank branches to process their accounts as well. As of March 31, 2012, Farmers and Traders State Bank had $43.1 million in total assets and $42.3 million in total deposits. In addition to assuming all of the deposits, First State Bank agreed to purchase essentially all of the failed bank's assets. Customers with questions about the transaction should call the FDIC toll-free at 1-800-640-2607. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/ftsb.html The FDIC estimates that the cost to the Deposit Insurance Fund will be $8.9 million. Compared to other alternatives, First State Bank's acquisition was the least costly resolution for the FDIC's DIF. Farmers and Traders State Bank is the 27th FDIC-insured institution to fail in the nation this year, and the second in Illinois. The last FDIC-insured institution closed in the state was Premier Bank, Wilmette, on March 23, 2012. FIRST CAPITAL BANK: Closed; F & M Bank Assumes All Deposits ----------------------------------------------------------- First Capital Bank of Kingfisher, Okla., was closed on Friday, June 8, by the Oklahoma State Banking Department, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with F & M Bank of Edmond, Okla., to assume all of the deposits of First Capital Bank. The sole branch of First Capital Bank will reopen during its normal business hours as a branch of F & M Bank. Depositors of First Capital Bank will automatically become depositors of F & M Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of First Capital Bank should continue to use their existing branch until they receive notice from F & M Bank that it has completed systems changes to allow other F & M Bank branches to process their accounts as well. As of March 31, 2012, First Capital Bank had approximately $46.1 million in total assets and $44.8 million in total deposits. F & M Bank will pay the FDIC a premium of 7.65 percent to assume all of the deposits of First Capital Bank. In addition to assuming all of the deposits of the failed bank, F & M Bank agreed to purchase approximately $40.7 million of the failed bank's assets. The FDIC will retain the remaining assets for later disposition. Customers with questions about the transaction should call the FDIC toll-free at 1-800-591-2845. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/firstcapital.html The FDIC estimates that the cost to the Deposit Insurance Fund will be $5.6 million. Compared to other alternatives, F & M Bank's acquisition was the least costly resolution for the FDIC's DIF. First Capital Bank is the 25th FDIC-insured institution to fail in the nation this year, and the first in Oklahoma. The last FDIC-insured institution closed in the state was First National Bank of Davis, Davis, on March 11, 2011. FREMONT GENERAL: $1.34MM Award to Former General Counsel Affirmed ----------------------------------------------------------------- Signature Group Holdings, Inc., formerly known as Fremont Reorganizing Corporation, appeals a judgment awarding Alan W. Faigin -- former Senior Vice President, General Counsel and Chief Legal Officer of Fremont General Corp. -- $1,347,000 in damages for breach of an implied-in-fact agreement to terminate his employment only for good cause. FRC contends the evidence does not support the jury verdict and some of the jury's factual findings are contrary to law. FRC also contends the damages are excessive and challenges the admission of evidence and the refusal of its proposed jury instructions. Mr. Faigin also appeals a postjudgment order denying his motion for prejudgment interest. He contends he is entitled to an award of prejudgment interest on his unliquidated claim for damages under Civil Code section 3287, subdivision (b). In a June 7, 2012 decision available at http://is.gd/OAHibgfrom Leagle.com, the Court of Appeals of California, Second District, Division Three, concluded that substantial evidence supports the jury verdict and that FRC has shown no legal error or prejudicial abuse of discretion. It also concluded that the denial of Mr. Faigin's motion for prejudgment interest was proper. Accordingly, the appellate court affirmed the judgment and the postjudgment orders. The case is ALAN W. FAIGIN, Plaintiff and Appellant, v. SIGNATURE GROUP HOLDINGS, INC., Defendant and Appellant, No. B224598 (Calif. App. Ct.). About Signature Group Signature Group Holdings, Inc. -- http://www.signaturegroupholdings.com/-- is a diversified0 business and financial services enterprise with principal activities in industrial distribution and special situations debt. Signature has significant capital resources and is actively seeking acquisitions as well as growth opportunities for its existing businesses. The Company was formerly a $9 billion in assets industrial bank and financial services business that reorganized during a two year bankruptcy period. The reorganization provided for Signature to maintain Federal net operating loss tax carryforwards in excess of $850 million. Fremont General Corp. filed for Chapter 11 protection on June 18, 2008, (Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at Stutman Treister & Glatt, represented the Debtor as counsel. Kurtzman Carson Consultants LLC was the Debtor's noticing agent and claims processor. Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff & Stern LLP, represented the Official Committee of Unsecured Creditors as counsel. Fremont's formal schedules showed $330,036,435 in total assets and $326,560,878 in total debts. Fremont General emerged from bankruptcy and filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada on June 11, 2010, which, among other things, changed the Debtor's name to Signature Group Holdings, Inc. Signature's plan of reorganization became effective on June 11, 2010. The name change also took effect as of that date. FRUIT OF THE SPIRIT: Case Summary & 8 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Fruit of the Spirit Holiness Church, Inc. 1401 S. Eugene Street Greensboro, NC 27406 Bankruptcy Case No.: 12-10791 Chapter 11 Petition Date: June 1, 2012 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Marci B. McIvor Debtor's Counsel: Dirk W. Siegmund, Esq. IVEY, MCCLELLAN, GATTON, & TALCOTT, LLP 100 S. Elm Street, Suite 500 P.O. Box 3324 Greensboro, NC 27402-3324 Tel: (336) 274-4658 Fax: (336) 274-4540 E-mail: dws@imgt-law.com Scheduled Assets: $1,140,834 Scheduled Liabilities: $2,390,653 A copy of the Company's list of its eight largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ncmb12-10791.pdf The petition was signed by Rory C. Baker, president. GREATER PROPERTIES: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Greater Properties LLC 20361 Kelvingrove Lane Huntington Beach, CA 92646 Bankruptcy Case No.: 12-16899 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court Central District of California (Santa Ana) Judge: Mark S. Wallace Debtor's Counsel: John S. Manzano, Esq. MINARET LEGAL SERVICE APC P.O. Box 8931 181 Sierra Manor Rd #4 Mammoth Lakes, CA 93546 Tel: (760) 934-4660 Fax: (760) 924-7992 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 three largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb12-16899.pdf The petition was signed by James DeMarco, member. GRUBB & ELLIS: Wants Plan Filing Period Extended to Sept. 30 ------------------------------------------------------------ Grubb & Ellis Company, et al., ask the U.S. Bankruptcy Court for the Southern District of New York to extend the period during which they have the exclusive right to: (i) file a Chapter 11 plan(s) through and including Sept. 30, 2012, and (ii) solicit acceptances of the plan(s) through and including Nov. 30, 2012. The Debtors say that due to the exigent circumstances leading to the filing of the Chapter 11 cases, they were immersed at the outset in stabilizing their business and seeking the expedited approval of the sale while there was still a going concern business to sell. On March 7, 2012, the Court approved, inter alia, bidding procedures and bid protections in connection with the sale of substantially all of their assets as a going concern to BGC Partners, Inc., subject to higher or better offers. On March 27, 2012, the Court approved the Sale. The Sale closed on April 13, 2012. Since then, the Debtors and BGC, in consultation with Committee of Unsecured Creditors' professionals, have been working to facilitate the consummation of the Sale, including entering into the Transition Services Supplement, which was approved by the Court on April 11, 2012. The Debtors state that they have had to address various tasks, including: (a) obtaining entry of orders approving "first day" motions to stabilize and smoothly transition operations into the Chapter 11 case; (b) finalizing agreements for post-petition financing; (c) negotiating the terms of the asset purchase agreement with BGC; (d) responding to the information requests of the Creditors' Committee and other interested parties; and (e) obtaining approval of the sale bid procedures and ultimately the Sale. Since approval of the Sale, the Debtors have been working with BGC to transition the business and to assist in its evaluation the more than the 9000 contracts, to which the Debtors are a party to determine which will be designated for assignment to BGC and which will be rejected by the Debtors. To date, 22 Omnibus Notices of Rejection have been filed concerning hundreds of contracts. As BGC is obtaining the required operating licenses in the various jurisdictions where the Debtors conduct business, but in which BGC does not have a license, BGC will be designating for assignment the Debtors' property management, facilities management and other contracts needed to support the continued services provided to the Debtors' customers and clients. "This process may continue for up to 180 days after the Sale Closing. Nonetheless, the Debtors expect to promptly formulate and file a Chapter 11 plan, in consultation with the Creditors' Committee, as soon as practicable," the Debtors state. The Debtors state that an extension of the Exclusive Periods is necessary to provide the Debtors with the time needed to complete the transition of the business to BGC and to allow for the bar date to pass. On April 13, 2012, the Debtors filed a motion for an order establishing bar dates for the filing of proofs of claim, which motion was approved by the Court on May 1, 2012. The last day to file claims, other than governmental claims, is June 12, 2012; the last day to file governmental claims is Aug. 12, 2012. "The Debtors will thereafter be able to formulate, in consultation with the Creditors Committee, a Chapter 11 plan, reconcile claims, and otherwise conclude the administration of these cases. Given the current progress of the Debtors, and the Debtors' desire to formulate a well-reasoned, fair, and efficient plan, the Debtors submit that an extension beyond the initial statutory 120-day Exclusive Filing Period is warranted," the Debtors say. About Grubb & Ellis Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a commercial real estate services and property management company with more than 3,000 employees conducting throughout the United States and the world. It is one of the oldest and most recognized brands in the industry. Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy (Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell almost all its assets to BGC Partners Inc. The Santa Ana, California-based company disclosed $150.16 million in assets and $167.2 million in liabilities as of Dec. 31, 2011. Judge Martin Glenn presides over the case. The Debtors have engaged Togut, Segal & Segal, LLP as general bankruptcy counsel, Zuckerman Gore Brandeis & Crossman, LLP, as general corporate counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor in the Chapter 11 case. Kurtzman Carson Consultants is the claims and notice agent. BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co., L.P., the DIP lender and Prepetition Secured Lender, are represented in the case by Emanuel C. Grillo, Esq., at Goodwin Procter LLP. On March 27, 2012, the Court approved the sale to BCG. An auction was cancelled after no rival bids were submitted. Pursuant to the term sheet signed by the parties, BGC would acquire the assets for $30.02 million, consisting of a credit bid the full principal amount outstanding under the (i) $30 million credit agreement dated April 15, 2011, with BGC Note, (ii) the amounts drawn under the $4.8 million facility, and (iii) the cure amounts due to counterparties. BGC would also pay $16 million in cash because the sale was approved by the March 27 deadline. Otherwise, the cash component would have been $14 million. Approval of the sale was simplified when BGC settled with unsecured creditors by increasing their recovery. Several parties in interest have taken an appeal from the sale order. HAWKER BEECHCRAFT: Bank Debt Trades at 43% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which Hawker Beechcraft is a borrower traded in the secondary market at 57.33 cents-on- the-dollar during the week ended Friday, June 8, a drop of 5.77 percentage points from the previous week according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank loan matures on March 26, 2014. The loan is one of the biggest gainers and losers among 128 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft reported a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11 reorganization (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. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. 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. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. HAWKER BEECHCRAFT: Gets OK to Hire Kirkland & Ellis as Attorneys ---------------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York granted Hawker Beechcraft, Inc., et al., permission to employ Kirkland & Ellis LLP as their attorneys effective nunc pro tunc to the Petition Date. As reported by the Troubled Company Reporter on May 23, 2012, K&E will, among other things, advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties. 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. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. 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. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. HORIZON VILLAGE: Lender Disputes Bid for Open-Ended Exclusivity --------------------------------------------------------------- The Bankruptcy Court has yet to rule on the request by Horizon Village Square LLC, for an extension of the exclusive period within which it has the exclusive right to solicit acceptances on its plan of reorganization. The Debtor wants the Exclusive Solicitation Period extended until the 15th day after the Court has entered its order on confirmation of the Debtor's Plan. Wells Fargo Bank, N.A., has objected to the request, arguing that the Debtor has failed to establish cause to extend the exclusive period to obtain acceptance of its Plan. The Debtor's creditors have already voted to accept or reject the Plan, and plan confirmation proceedings have concluded. To the extent another party wishes to seek confirmation of a plan, it now should be free to do so, according to the bank. Wells Fargo, as successor-by-merger to Wachovia Bank, National Association, made a $11,350,000 prepetition loan to the Debtor, secured by, among other things, a first position lien on (i) the Debtor's retail shopping center located at 25 through 75 East Horizon Ridge Parkway in Henderson, Nevada; and (ii) all rents and other personal property in any way related to the Property. The Debtor is in default of its obligations under the Loan by, among other things, failing to repay the Loan when it matured on Feb. 13, 2011. Wells Fargo filed its proof of claim on Nov. 15, 2011, establishing that the Debtor owed no less than $11,225,639 as of the Petition Date, plus accrued and accruing interest, fees and costs, and post-petition interest. On Oct. 25, 2011, the Debtor filed a plan and an errata contending that Wells Fargo is fully secured by its collateral in the Chapter 11 case. The Debtor filed its Disclosure Statement on Nov. 16, 2011. According to Wells Fargo, the Debtor's Plan represents a "kick the can down the road" approach that assumes the Debtor will be able to refinance its debt or sell Wells Fargo's collateral and pay the then-due balance in full within five years. Wells Fargo has sought relief from the automatic stay so that the Court could "test" the Plan at the confirmation hearing and decide whether the Debtor has met its burden of proof under Section 1129 of the Bankruptcy Code, or whether the Court should grant stay relief. The Court held a consolidated evidentiary hearing on plan confirmation and stay relief on Jan. 9, 10, and 12, 2012. The parties have filed post-trial briefs. Wells Fargo said there is no need for additional time to negotiate Plan votes. About Beltway One, Horizon Village Square, Nigro HQ & Ten Saints Four related Las Vegas, Nevada-based entities sought Chapter 11 bankruptcy protection on July 13, 2011. The businesses are owned or managed by local business people and firms, including Todd Nigro, Nigro Development LLC, a Nigro family trust and other investors. Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns the Vons-anchored Horizon Village Square Shopping Center near I-515 and Horizon Drive in Henderson. The property includes five retail buildings with nearly 43,000 square feet of space. Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134- room Hampton Inn & Suites at St. Rose Parkway and Seven Hills Drive in Henderson. Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-21026) owns the Desert Canyon Business Park at Russell Road and the Las Vegas Beltway. It has two buildings and 15 acres. Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office building at 9115 W. Russell Road occupied by Bank of George, Infinity Plus LLC and Nigro Construction Inc. Todd Nigro said the four bankruptcies were caused by threatened foreclosures -- typically related to Wells Fargo Bank demanding payments to keep loan-to-value ratios at specified levels. Judge Mike K. Nakagawa presides over the cases. Lawyers at Gordon Silver serve as the Debtors' bankruptcy counsel. The bankruptcy petitions estimated assets and debts from $1 million to $10 million each for Nigro HQ; and from $10 million to $50 million in both assets and debts for Horizon Village, Ten Saints and Beltway One. The cases are not jointly administered. A fifth related business, Russell Boulder LLC, filed for bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010. It owns the 600-suite Siena Suites extended stay property at Boulder Highway and Russell Road. Wells Fargo Bank N.A. is represented in the case by Robert J. Miller, Esq., and Bryce A. Suzuki, Esq., at Bryan Cave LLP; and Robert M. Charles, Jr., Esq., and Michael Lynch, Esq., at Lewis and Roca LLP. Branch Bank & Trust is represented by lawyers at Holland & Hart led by Lars Evensen, Esq. HOVNANIAN ENTERPRISES: Swings to $1.8MM Net Income in Fiscal Q2 --------------------------------------------------------------- Hovnanian Enterprises, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $1.80 million on $341.69 million of total revenues for the three months ended April 30, 2012, compared with a net loss of $72.66 million on $255.09 million of total revenues for the same period during the prior year. The Company reported a net loss of $16.46 million on $611.29 million of total revenues for the six months ended April 30, 2012, compared with a net loss of $136.81 million on $507.66 million of total revenues for the same period a year ago. The Company's balance sheet at April 30, 2012, showed $1.51 billion in total assets, $1.97 billion in total liabilities and a $454.78 million total deficit. A copy of the Form 10-Q is available for free at: http://is.gd/7YUmdK About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. The Company reported a net loss of $286.08 million on $1.13 billion of total revenue for the fiscal year ended Oct. 31, 2011, compared with net income of $2.58 million on $1.37 billion of total revenues during the prior year. * * * As reported by the TCR on Nov. 4, 2011, Fitch Ratings has lowered the Issuer Default Rating (IDR) of Hovnanian Enterprises, Inc., (NYSE: HOV) to Restricted Default (RD) from 'CCC'. The downgrade reflects Fitch's view that the debt exchange of certain of Hovnanian's existing senior unsecured notes for new senior secured notes is a distressed debt exchange under Fitch's 'Distressed Debt Exchange Criteria', published Aug. 12, 2011. Fitch anticipates adjusting the company's IDR to the appropriate level to reflect the new capital structure within the next 14 days. In the Nov. 7, 2011, edition of the TCR, Standard & Poor's Ratings Services raised its corporate credit rating on Hovnanian Enterprises Inc. (Hovnanian) to 'CCC-' from 'SD' (selective default). "We also raised our ratings on the company's 10.625% senior secured notes due 2016 to 'CCC-' from 'CC' and senior unsecured notes to 'CC' from 'D'. The '3' recovery rating on the senior secured notes and the '6' recovery rating on the senior unsecured notes remain unchanged," S&P stated. "These rating actions follow our reassessment of Hovnanian's business and financial risk profile following the completion of the company's debt exchange offer, in which the company exchanged $195 million of its seven series of senior unsecured notes for $141.8 million 5% senior secured notes due 2021 and $53.2 million 2% senior secured notes due 2021," said credit analyst George Skoufis. "Our rating on Hovnanian reflects the company's highly leveraged financial risk profile, a less-than-adequate liquidity position, and very weak credit metrics." As reported by the TCR on Sept. 13, 2011, Moody's Investors Service downgraded the corporate family and probability of default ratings of Hovnanian Enterprises, Inc. to Caa2 from Caa1. The downgrade reflects Hovnanian's continued operating losses, weak gross margins, very high homebuilding debt leverage, and Moody's expectation that the weakness in year-over-year revenues, deliveries, and net new contracts experienced by the company will continue for the next one to two years. In addition, the downgrades acknowledge that Hovnanian's cash balance is weakening and cash flow generation is negative as it pursues new land opportunities, which represented about $300 million of investment over the first nine months of fiscal 2011. JAMAL LEWIS: Fails to File Documents; Wants Hearing Postponed ------------------------------------------------------------- Myles Collier at Christian Post reports Jamal Lewis' attorneys last Tuesday requested the postponement of a bankruptcy hearing after Mr. Lewis failed to file proper paperwork as well as appear at the hearing. The report, citing Reuters, notes Mr. Lewis' appointed bankruptcy trustee last month asked the judge to dismiss the case as he was preparing to reclassify from Chapter 11 to Chapter 7. The report says Mr. Lewis has explained his money is tied up in various businesses and that he does not have the liquidity to handle his outstanding debts. Jamal Lewis filed for Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No. 12-58938) on April 3, 2012. Mr. Lewis helped the Ravens win the Super Bowl in 2001. According to the Baltimore Sun, Mr. Lewis listed assets of about $14.5 million and owes about $10.5 million. Mr. Lewis owes Bank of America $947,876 and $260,000, and Mercedes Benz $113,000, among other companies. KINGSTON HOTELS: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Kingston Hotels, LLC dba Candlewood Delk Road 2100 Parklake Drive, N.E. Atlanta, GA 30345 Bankruptcy Case No.: 12-63962 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Mary Grace Diehl Debtor's Counsel: Frank B. Wilensky, Esq. MACEY, WILENSKY, KESSLER & HENNINGS, LLC 230 Peachtree Street, NW, Suite 2700 Atlanta, GA 30303-1561 Tel: (404) 584-1200 Fax: (404) 681-4355 E-mail: smcconnell@maceywilensky.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 four largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ganb12-63962.pdf The petition was signed by R. C. Patel, manager. KODI KLIP: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Kodi Klip Corporation 314 South Cumberland Street Lebanon, TN 37087 Bankruptcy Case No.: 12-05132 Chapter 11 Petition Date: June 1, 2012 Court: U.S. Bankruptcy Court Middle District of Tennessee (Nashville) Debtor's Counsel: Robert L. Scruggs, Esq. ROBERT L. SCRUGGS, ATTORNEY 2525 21st Avenue South Nashville, TN 37212 Tel: (615) 309-7090 Fax: (615) 309-7046 E-mail: bankruptcy@scruggs-law.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/tnmb12-05132.pdf The petition was signed by Jon Kodi, president. LAMOS MANAGEMENT: Case Summary & 7 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Lamos Management Services, LLC dba L'Jua's Restaurant P.O. Box 3268 Albany, GA 31706 Bankruptcy Case No.: 12-10793 Chapter 11 Petition Date: June 1, 2012 Court: U.S. Bankruptcy Court Middle District of Georgia (Albany) Debtor's Counsel: Je'Nita Nakia Lane, Esq. J. LANE LAW GROUP, P.C. P.O. Box 1843 Albany, GA 31702 Tel: (229) 886-1073 Fax: (888) 694-6777 E-mail: jlanelaw@gmail.com Scheduled Assets: $1,336,737 Scheduled Liabilities: $286,291 A copy of the Company's list of its seven largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/gamb12-10793.pdf The petition was signed by Lajuana Woods, manager. LICHTIN/WADE: Court Approves Stubbs & Perdue as Counsel ------------------------------------------------------- Lichtin/Wade LLC sought and obtained approval from the U.S. Bankruptcy Court to employ Trawick H. Stubbs, Jr. and Stubbs & Perdue, P.A., as counsel. Mr. Stubbs attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 12-00845) on Feb. 2, 2012. Lichtin/Wade, based in Wake County, North Carolina, owns and operates an office park known as the Offices at Wade, comprised of two Class A office buildings and vacant land approved for additional office buildings. The buildings are known as Wade I and Wade. Each building is over 90% leased, with only three vacant spaces remaining between the two buildings. Judge Randy D. Doub presides over the case. Trawick H. Stubbs, Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A., serve as the Debtor's counsel. The Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Harold S. Lichtin, president of Lichtin Corporation, the Debtor's manager. LSP ENERGY: Taps PA Consulting as Energy Expert Advisor ------------------------------------------------------- LSP Energy Limited Partnership, et al., ask for permission from the U.S. Bankruptcy Court for the District of Delaware to employ PA Consulting Group, Inc., as independent energy expert advisor, nunc pro tunc to April 1, 2012. PA Consulting will: (a) provide on-going support to the Debtors, in their current and ongoing capacities, through activities like assessing the mark-to-market of certain power off-take agreements; (b) support the Debtor in their continuing efforts to sell main debtor LSP's electric generation facility in Batesville, Mississippi; (c) prepare "below" contribution margin projections, including fixed operating and maintenance costs, capital expenditure requirements and major maintenance account funding; (d) develop a "sell-side" market model appropriate for distribution to potential buys and evaluating "buy-side" responses; and (e) provide additional support as requested by the Debtors including the evaluation of asset purchase offers, strategic assessments of the potential value of the Facility to particular load serving entities in the longer term, and strategic planning, acquisition, divestment, and re- capitalization initiatives. PA Consulting will be paid at these hourly rates: Members of Management $500-$550 Managing Consultants $440-$465 Principal Consultants $375 Consultant/Consultant Analysts $270-$315 Technical Associates/Analysts $120-$250 Administrators $80 To the best of the Debtors' knowledge, PA Consulting is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The Court has set a hearing for June 28, 2012, at 4:00 p.m. About LSP Energy LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville Holding, LLC, and LSP Batesville Funding Corporation filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 12-10460) on Feb. 10, 2012. LSP owns and operates an electric generation facility located in Batesville, Mississippi. The Facility consists of three gas-fired combined cycle electric generators with a total generating capacity of roughly 837 megawatts and is electrically interconnected into the Entergy and Tennessee Valley Authority transmission systems. LSP's principal assets are the Facility and the 58-acre parcel of real property on which it is located, as well as its rights under a tolling agreements. LSP filed bankruptcy to complete an orderly sale of its assets or the ownership interests of LSP Holding in LSP, LSP Energy and LSP Funding for the benefit of all stakeholders. The remaining three Debtors filed bankruptcy due to their relationship as affiliates of LSP and their ultimate obligations on a significant portion of LSP's secured bond debt. The Debtors also suffered losses due to a mechanical failure of a combustion turbine at their facility and resultant business interruption. LSP Energy is the general partner of LSP. LSP Holding is the limited partner of LSP and the 100% equity holder of LSP Energy and LSP Funding. LSP Funding is a co-obligor on the Debtors' bond debt, and each of LSP Energy and LSP Holding has pledged their equity interests in LSP and LSP Funding as collateral for the bond debt. No statutorily authorized creditors' committee has yet been appointed in the Debtors' cases by the United States Trustee. Judge Mary F. Walrath oversees the case. Lawyers at Whiteford Taylor & Preston LLC serve as the Debtors' counsel. M FOODS: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------- Debtor: M Foods, LLC dba Mary's Southern Cuisine and Entertainment 10261 Technology Boulevard E Dallas, TX 75220 Tel: (214) 727-1022 Bankruptcy Case No.: 12-33673 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Eric A. Soderlund, Esq. SODERLUND LAW, PLLC 1611 Tribeca Way Dallas, TX 75204-5302 Tel: (214) 215-3492 E-mail: eric@soderlundlaw.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 six largest unsecured creditors is available for free at: http://bankrupt.com/misc/txnb12-33673.pdf The petition was signed by Mary L. Davis, sole member and manager. MDC PARTNERS: Moody's Lowers CFR/PDR to 'B2'; Outlook Stable ------------------------------------------------------------ Moody's Investors Service downgraded MDC Partners Inc. Corporate Family Rating (CFR) to B2 from B1. The Probability of Default Rating (PDR) was also downgraded to B2 from B1 and the $345 million Senior Unsecured note was downgraded to B3 from B2. The downgrades reflect recent weak operating performance and Moody's view that while leverage is expected to improve from current levels under Moody's base case scenario, it will not decrease to a level consistent with a B1 CFR over the rating horizon. In Moody's opinion, the B2 CFR more accurately reflects MDC's very aggressive financial policies regarding acquisitions and dividends that lead to elevated levels of risk, especially given the macroeconomic environment and the advertising industry's sensitivity to consumer spending. The downgrades also reflect the weak free cash flow after deferred acquisition consideration payments. The outlook was changed to stable from negative. Rating Summary: Issuer: MDC Partners Inc. Corporate Family Rating downgraded to B2 from B1 Probability of Default Rating downgraded to B2 from B1 $345 million Senior Unsecured Note due November 2016 downgraded to B3 LGD4 -- 68% from B2 LGD4 -69% Outlook Actions: Issuer: MDC Partners Inc. Outlook, Changed To Stable from Negative Ratings Rationale The B2 CFR reflects MDC's high leverage level, aggressive acquisition strategy, and its sensitivity to consumer spending that lead to above average risk. The rating also reflects its smaller scale and low EBITDA margins compared to its larger competitors. Dividend payments of $16.4 million annually and its aggressive acquisition strategy which has been financed with upfront payments in addition to contingent deferred acquisition consideration payments, limit its liquidity position. While Moody's base case scenario has leverage improving pro-forma for recent acquisitions, as the level of investments decline, cost cutting initiatives are carried out, and revenue grows, Moody's does not anticipate it will decrease to a level consistent with a B1 rating. Management has stated its goal of decreasing leverage, but management has targeted deleveraging previously and management's leverage calculation does not include items such as contingent deferred acquisition payments or minority interest puts and includes substantial add backs for stock based compensation. After three acquisitions in the beginning of 2012, Moody's expects the pace of activity to slow in 2012 as the company focuses on optimizing the company's existing assets. However, over time Moody's expects more acquisitions to address client needs internationally and domestically. The company benefits from strong organic revenue growth, a focus on digital advertising, and improvements in diversifying its revenue stream which has lessened its dependence on any one key client compared to prior years. If the company is able to minimize acquisitions and grow organically, the leverage and liquidity position would improve as the deferred acquisition payments are paid down over the next several years. The liquidity position is adequate as indicated by its SGL-3 rating. Reoccurring acquisition consideration payments and minority equity put rights which effectively act as short term debt, limit its liquidity position and make the company reliant on its revolver facility for liquidity. The company has room under its financial covenants currently, but the leverage level requirement steps down at the end of June 2012 and reduces the cushion of compliance. As the existing credit agreement for the revolver has been modified several times, Moody's does not expect that they would have a problem getting an additional amendment if needed unless there was a material deterioration in performance or economic conditions. The company could benefit from working capital improvements as part of its recent acquisition of media companies, but reliance on this source for liquidity could be problematic in an economic downturn. The outlook is stable reflecting Moody's expectation for leverage to improve as revenue grows, acquisition consideration payments are made which reduces liabilities, investment spending subsides, and efforts to cut costs and realize efficiencies lead to improved margin levels. Given the recent downgrade, a positive rating action is not expected in the near future. Positive rating pressure could develop if leverage declines to less than 4x (including Moody's adjustments) on a sustained basis, acquisition consideration payments and put rights decline materially, free cash flow as a percentage of debt improves to over 10%, and the company maintains a good liquidity position with a less aggressive financial policy. The rating could be downgraded if leverage is above 7x caused by poor creative or operating performance or a sustained deterioration in advertising demand or if the company failed to maintain sufficient liquidity levels to meet normal business requirements. MDC Partners' ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside MDC Partners' core industry and believes MDC Partners' ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MDC Partners Inc. is a marketing communications and consulting services holding company that provides advertising, interactive marketing, direct marketing, database and customer relationship management, sales promotion, corporate communications, market research, corporate identity, design and branding and other related services. Crispin Porter + Bogusky (Crispin Porter) and kirshenbaum bond senecal + partners (kirshenbaum bond) are MDC's two largest agencies. Revenue in FY 2011 was approximately $943 million. MEMC ELECTRONIC: Moody's Downgrades CFR to 'B3'; Outlook Stable --------------------------------------------------------------- Moody's Investors Service downgraded MEMC Electronic Materials, Inc. Corporate Family Rating (CFR) to B3 from B2 and Senior Notes due 2019 to Caa1 from B3. Moody's also raised the Speculative Grade Liquidity Rating (SGL) to SGL-3 from SGL-4. The rating outlook is stable. These actions close the ratings review opened May 17, 2012. Ratings Rationale "The B3 CFR reflects the financial distress in MEMC's solar operations, which we expect will continue to burn cash for the near term due working capital demands and a more challenging financing environment", noted Terry Dennehy, Senior Analyst at Moody's Investors Services. The ratings also reflect Moody's concerns that MEMC's efforts to reduce the cost base of the solar operations may prove insufficient to reach operating breakeven. Nevertheless, Moody's expects that MEMC will receive cash proceeds in excess of $180 million from the sale of four European projects during the second quarter, which should provide MEMC the cash buffer needed to cover MEMC's restructuring charges and the working capital demands of the solar operations. The Caa1 rating of the Senior Notes due 2019, which are unsecured, reflects the effective subordination of the Notes to MEMC's $400 million Corporate Credit Facility, which is secured by a lien on all domestic assets. The revision to SGL-3 reflects the expectation of cash inflow from the near term sale of certain European projects and at least $200 million of cash and access to the corporate revolver. The stable outlook reflects Moody's expectation that the pace of cash burn will moderate over the near term and turn solidly positive by the second half of 2012 as MEMC better manages the pace of construction in the solar operations and the semiconductor materials business becomes cash generative, and that there will be no further delays in selling the European projects. The rating could be upgraded if MEMC's restructuring efforts prove successful, and the solar operations become cash generative, such that Moody's believes that the ratio of free cash flow (FCF) to recourse debt (Moody's standard adjustments) will improve to the mid-single digits on a sustained basis. The rating could be downgraded if there are delays in selling the European projects or Moody's believes that the semiconductor segment recovery will be delayed. There could be a downgrade if Moody's believes that the pace of cash burn will increase due to declining solar project margins, an increase in the pace of solar project construction, or if Moody's believes that the solar operations' trade creditors will cease to offer trade credit, requiring cash payment in advance. MEMC, based in St. Peters, Missouri, is a supplier of polysilicon semiconductor wafers to semiconductor foundries and integrated device manufacturers. MEMC also develops, constructs, and operates solar energy power projects through its SunEdison LLC subsidiary. Downgrades: Issuer: MEMC Electronic Materials, Inc. Probability of Default Rating, Downgraded to B3 from B2 Corporate Family Rating, Downgraded to B3 from B2 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 from B3 Upgrades: Issuer: MEMC Electronic Materials, Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 Outlook Actions: Issuer: MEMC Electronic Materials, Inc. Outlook, Changed To Stable From Rating Under Review The principal methodology used in rating MEMC was the Global Semiconductor Industry Methodology published in November 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published in June 2009. MONEY TREE: Wants Control of Case Through August ------------------------------------------------ Small Loans Inc., The Money Tree Inc. and their debtor affiliates are seeking to keep control of of their Chapter 11 cases through August 2012. In court papers filed in late April, the Debtors asked the Bankruptcy Court to extend the periods within which they have the exclusive right to file and solicit acceptances of a plan of reorganization. The Debtors filed a plan on April 16, 2012. The Debtors said they intend to amend the disclosure statement explaining the Plan by June 13, 2012, to identify a replacement investor willing and able to consummate transactions contemplated in the Plan, or if no replacement investor has been found, filed an amended plan. The Debtors want the Exclusive Periods extended through and including Aug. 14 so long as either an amended Disclosure Statement or an amended plan is filed. As reported by the Troubled Company Reporter on April 20, 2012, citing a DBR Small Cap report, Money Tree's bankruptcy-exit plan proposes to hand over the chain's nearly 100 outlets to an unidentified buyer while paying off a fraction of the $93 million debt owed to bondholders who have accused the company's leaders of running a multimillion-dollar Ponzi scheme. The Debtors said they originally filed the Plan and accompanying Disclosure Statement with a single investor in mind; however, the Debtors now believe that, while the Plan itself structurally provides the greatest return possible to creditors, it would be more advantageous to seek an alternative investor. The Debtors also are seeking appointment of a chief restructuring officer who will, among other things, greatly assist the Debtors in finding a replacement investor while at the same time maximizing efficiencies in the Debtors' operations, restoring confidence in the Debtors' management, and negotiating with the creditors' committee in these cases to create consensus with respect to the Plan. The Debtors anticipate that they will be able to do so in a timely fashion now that they have decided to retain a CRO. Further, the Debtors submit that it would be equitable to allow the CRO an opportunity to succeed in turning around the Debtors and finding an investor to consummate the transactions proposed in the Plan. About Money Tree Bainbridge, Georgia-based The Money Tree Inc. -- http://www.moneytreeinc.com/-- operates a network of lending branches across the Southeast, concentrated in Georgia, Florida and Alabama. The Company and four affiliates filed for Chapter 11 bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on Dec. 16, 2011. The other debtor-affiliates are Small Loans, Inc., The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc., and The Money Tree of Georgia of Georgia Inc. Judge William R. Sawyer oversees the case, replacing Judge Dwight H. Williams, Jr. Max A. Moseley, Esq., at Baker Donelson Bearman Caldwell & Berkow, P.C., serves as the Debtors' counsel. The Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as restructuring advisors. The Money Tree Inc. disclosed $73,413,612 in assets and $73,050,785 in liabilities as of the Chapter 11 filing. The petitions were signed by Biladley D. Bellville, president. The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is not a party to the bankruptcy filing and intends to operate its business in the ordinary course. Greenberg Traurig, LLP represents the official committee of unsecured creditors for the Debtors. The Committee tapped HGH Associates LLC as its accountants and financial advisors. MPG OFFICE: Has Agreement to Temporarily Hold 3800 Chapman Title ---------------------------------------------------------------- MPG Office Trust, Inc., and the special servicer for 3800 Chapman, a property located in Central Orange County, entered into an agreement dated as of June 6, 2012. Pursuant to this agreement, the Company will temporarily remain the title holder of the asset until 3800 Chapman is transferred to another party or there is a completed foreclosure, with a definitive outside date of Dec. 31, 2012, at which time the Company will cease to own the asset. The Company is not obligated to pay any amounts and is not subject to any liability or obligation in connection with its exit from the asset, other than to cooperate in the sale or other disposition. Pursuant to this agreement, the Company is released of nearly all potential claims under the loan documents, except for certain environmental claims and other very limited potential claims that the Company considers immaterial. Also pursuant to this agreement, the Company received a release of all claims under the guaranty of partial payment related to the loan in return for payment by the Company of $2 million. About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high- quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. The Company has been focused on reducing debt, eliminating repayment and debt service guarantees, extending debt maturities and disposing of properties with negative cash flow. The first phase of the Company's restructuring efforts is substantially complete and resulted in the resolution of 18 assets, relieving the Company of approximately $2.0 billion of debt obligations and potential guaranties of approximately $150 million. The Company reported net income of $98.22 million in 2011, compared with a net loss of $197.93 million in 2010. The Company's balance sheet at March 31, 2012, showed $2.19 billion in total assets, $3.11 billion in total liabilities, and a $913.35 million total deficit. NAVISTAR INTERNATIONAL: GAMCO Assets Discloses 4.6% Equity Stake ---------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, GAMCO Asset Management, Inc., and its affiliates disclosed that, as of June 7, 2012, they beneficially own 3,154,935 shares of common stock of Navistar International Corporation representing 4.60% of the shares outstanding. GAMCO previously reported beneficial ownership of 2,523,677 common shares or a 3.65% equity stake as of Jan. 20, 2012. A copy of the amended filing is available for free at: http://is.gd/bgK5c1 About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. The Company's balance sheet at Jan. 31, 2012, showed $11.50 billion in total assets, $11.69 billion in total liabilities, and a $195 million total stockholders' deficit. * * * Navistar has a 'BB-/Stable/--' corporate credit rating from Standard & Poor's and a 'B1' Corporate Family Rating and Probability of Default Rating from Moody's Investors Service. Moody's said in summary credit opinion at the end of April 2012 that the B1 Corporate Family Rating of Navistar International reflects the company's highly competitive position in the North American medium and heavy duty truck markets, and the continuing recovery in demand. It also reflects the progress Navistar continues to make in implementing a strategy that should reduce its vulnerability to cyclical downturns and strengthen returns. The key elements of this strategy include: expanding its scale and operating efficiencies by offering a full line of medium and heavy-duty trucks equipped with Navistar engines; building its position in international truck and engine markets through alliance and joint ventures; and, strengthening its domestic dealer network. NAVISTAR INTERNATIONAL: Carl Icahn Discloses 11.8% Equity Stake --------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Carl C. Icahn and his affiliates disclosed that, as of June 7, 2012, they beneficially own 8,134,626 shares of common stock of Navistar International Corporation representing 11.87% of the shares outstanding. Mr. Icahn previously reported beneficial ownership of 7,251,426 common shares or a 9.99% equity stake as of Nov. 2, 2011. A copy of the amended filing is available for free at: http://is.gd/80z5yv About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. The Company's balance sheet at Jan. 31, 2012, showed $11.50 billion in total assets, $11.69 billion in total liabilities, and a $195 million total stockholders' deficit. * * * Navistar has a 'BB-/Stable/--' corporate credit rating from Standard & Poor's and a 'B1' Corporate Family Rating and Probability of Default Rating from Moody's Investors Service. Moody's said in summary credit opinion at the end of April 2012 that the B1 Corporate Family Rating of Navistar International reflects the company's highly competitive position in the North American medium and heavy duty truck markets, and the continuing recovery in demand. It also reflects the progress Navistar continues to make in implementing a strategy that should reduce its vulnerability to cyclical downturns and strengthen returns. The key elements of this strategy include: expanding its scale and operating efficiencies by offering a full line of medium and heavy-duty trucks equipped with Navistar engines; building its position in international truck and engine markets through alliance and joint ventures; and, strengthening its domestic dealer network. NAYANI, INC.: Case Summary & 5 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Nayani, Inc. 3604 Waynoka Drive Carrollton, TX 75007 Bankruptcy Case No.: 12-43285 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A coy of the Company's list of its five largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txnb12-43285.pdf The petition was signed by Sikander Nayani, president. NEW CENTURY TRS: Bankr. Court Won't Rule on Sanctions Bid --------------------------------------------------------- Bankruptcy Judge Kevin J. Carey dismissed, for lack of jurisdiction, the request of Anita B. Carr for sanctions against the liquidating trustee of the New Century Liquidating Trust in a June 7, 2012 Memorandum and Order available at http://is.gd/rgwVwU from Leagle.com. Ms. Carr filed a complaint against the Debtors in October 2009 asserting claims for (i) fraudulent conveyance, (ii) violation of chapter 11 of the Bankruptcy Code, (iii) fraudulent misrepresentation and negligence, (iv) violation of the Truth-in- Lending Act, 15U.S.C. Sec. 1601 et seq., (v) violation of the Business and Professions Code Section 17200 et seq., (vi) violation of RESPA 12 U.S.C. 2605, and (vii) quiet title to real property against all defendants. The Causes of Action arise out of a loan transaction between Ms. Carr and Debtor Home 123 Corporation entered into in January 2006. She also filed an unliquidated unsecured claim against the Debtors in August 2009. In October 2010, the Trustee and Ms. Carr entered into a Settlement Agreement to resolve the adversary proceeding. The Trustee agreed to pay $60,000 "in full and final satisfaction of the Causes of Action and any other claim(s)" by Ms. Carr in exchange for dismissal of the lawsuit. In December, Ms. Carr filed a request to stay dismissal of the lawsuit, saying she obtained new evidence demonstrating that the Trustee made false representations to induce her to enter into the Settlement Agreement. In May 2011, the Court denied Ms. Carr's Request to Stay Dismissal and the Request for a Show Cause Order. In December, the Court denied Ms. Carr's motions for reconsideration. Ms. Carr took an appeal to the District Court. According to Judge Carey, the Motion for Sanctions and the Trustee's objection are directly related to the issues on appeal. Judge Carey said the "the Divestiture Rule" applies to the Motion for Sanctions and the Bankruptcy Court lacks jurisdiction to grant the request. The case is ANITA B. CARR, Plaintiff, v. NEW CENTURY TRS HOLDINGS, INC, et al. Defendants, Adv. Proc. No. 09-52251 (Bankr. D. Del.). About New Century Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The Company was among firms hit by the collapse of the subprime mortgage business industry in 2006. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they disclosed total assets of $36,276,815 and total debts of $102,503,950. The Company sold its assets in transactions approved by the Bankruptcy Court. The Bankruptcy Court confirmed the Second Amended Joint Chapter 11 Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors on July 15, 2008, which became effective on Aug. 1, 2008. An appeal was taken and, on July 16, 2009, District Judge Sue Robinson issued a Memorandum Opinion reversing the Confirmation Order. On July 27, 2009, the Bankruptcy Court entered an Order Granting Motion of the Trustee for an Order Preserving the Status Quo Including Maintenance of Alan M. Jacobs as Liquidating Trustee, Plan Administrator and Sole Officer and Director of the Debtors, Pending Entry of a Final Order Consistent with the District Court's Memorandum Opinion. On Nov. 20, 2009, the Court entered an Order confirming the Modified Second Amended Joint Chapter 11 Plan of Liquidation. The Modified Plan adopted, ratified and confirmed the New Century Liquidating Trust Agreement, dated as of Aug. 1, 2008, which created the New Century Liquidating Trust and appointed Alan M. Jacobs as Liquidating Trustee of New Century Liquidating Trust and Plan Administrator of New Century Warehouse Corporation. NOOR SHAN: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Noor Shan Enterprises, Inc. 3604 Waynoka Carrollton, TX 75007 Bankruptcy Case No.: 12-43286 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.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 six largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txnb12-43286.pdf The petition was signed by Sikander Nayani, president. PHILADELPHIA SCHOOL: Moody's Affirms 'Ba1' Gen. Obligation Rating ----------------------------------------------------------------- Moody's Investors Service has affirmed the Philadelphia School District's (PA) Ba1 rating and revised the outlook to negative from stable, affecting $2.2 billion in general obligation debt directly issued by the district and $884 million in parity debt issued through the State School Public Building Authority. Summary Rating Rationale The negative outlook reflects the district's weak financial position including a large budget gap for fiscal 2013 and the likelihood of a deficit borrowing to close the gap later in the year. The district closed most of its significant budget gap for fiscal 2012 through a variety of adjustments, including the use of both ongoing and one-time revenue enhancements and expenditure savings. The district has outlined a budget gap of over $200 million for fiscal 2013, driven by increasing expenditures related to charter school growth and a very limited ability to raise revenue. In addition, fixed expenditures related to mandates and personnel costs continue to pressure the district to balance its operations. The district issued deficit funding bonds early in the 2000s, and has depended on several occasions since that time, on moderate use of one-time revenues to finance operating costs.. The district also has a weak demographic profile and high unemployment, modest property value growth, and a heavy burden of tax-supported debt with moderate exposure to variable rate debt and interest rate swaps. Moody's maintains an enhanced Aa2 rating, with a negative outlook, on all of the district's debt, reflecting Moody's current assessment of the Pennsylvania School District Fiscal Agent Agreement Intercept Program, which provides for the intercept of state aid due in the current fiscal year in the event of a threatened payment failure by the district, and reflects the credit profile of the Commonwealth itself, whose general obligation bonds are rated Aa1/negative. STRENGTHS - District benefits from state oversight entity - Large, diverse tax base; economic center for a multistate region CHALLENGES - Significant budget gap for fiscal 2013 resulting in likely deficit borrowing - Constrained revenue-raising ability given city council required authorization for a portion of the tax rate - Depletion of reserves and very narrow liquidity requiring annual cash flow borrowing - Above average debt burden Outlook The outlook on the underlying rating on the district's general obligation debt is negative, given the significant gap in the district's fiscal 2013 budget following several years of financial weakening and the likely near-term issuance of deficit financing, effectively pushing the gap into future years. WHAT COULD MAKE THE UNDERLYING RATING GO UP (REMOVAL OF THE NEGATIVE OUTLOOK) - Significant progress toward eliminating the budget gap over fiscal 2013 and a return to surplus operations in fiscal 2013 WHAT COULD MAKE THE UNDERLYING RATING GO DOWN - Inability to execute deficit borrowing in fiscal 2013 - Operating deficit beyond what is expected to be closed with deficit funding - Continued structural imbalance in fiscal 2014 and beyond The principal methodology used in this rating was US General Obligation Bonds Issued by U.S. Local Governments published in October 2009. POLYPORE INT'L: Moody's Raises CFR/PDR to 'B1'; Outlook Stable -------------------------------------------------------------- Moody's Investors Service raised Polypore International, Inc.'s, Corporate Family and Probability of Default ratings to B1 from B2. In a related action, Moody's also assigned Ba2 ratings to Polypore's new bank credit facilities and affirmed the ratings on the senior unsecured notes at B3. The new senior secured credit facilities will be used to refinance Polypore's existing bank credit facilities. The rating outlook was changed to stable from positive. The following ratings are raised: Polypore International, Inc. Corporate Family Rating, to B1 from B2; Probability of Default, to B1 from B2; The following ratings were assigned: New $150 million guaranteed senior secured revolving credit facility due 2017, Ba2 (LGD2, 20%); New $300 million guaranteed senior secured term loan due 2017, Ba2 (LGD2, 20%); Speculative Grade Liquidity Rating, SGL-2 The following ratings were affirmed: $90 million existing guaranteed senior secured revolving credit facility due 2013; Ba2 (LGD2, 20%); $370 million existing guaranteed senior secured term loan due November 2014; Ba2 (LGD2, 20%); (The ratings on the existing senior secured facilities will be withdrawn upon their refinancing.) $365 million of 7.5% senior unsecured notes due November 2017, B3 (LGD5, 76%) Rating Rationale: The upgrade in Polypore's Corporate Family Rating to B1 reflects the company's improving operating performance and demonstrated ability to maintain strong profit margins through a down economy. A large portion of revenue growth is anticipated to be driven by the growth in electronic drive vehicles. Yet, Moody's believes that the company will continue to deliver operating performance consistent with the assigned rating even in the event of a delayed penetration of electronic drive vehicles in overall automotive demand. Polypore also has demonstrated the ability to maintain a high debt burden relative to the company's size. The company's ability to generate high profit margins has typically driven positive free cash flow over the past several years. Recent capacity expansions, especially for lithium battery separators targeted for electronic drive applications, are expected to constrain free cash flow generation over the near-term. Yet, upon completion of this expansion, Polypore is expected to be well positioned to drive higher levels of free cash flow and debt reduction. For the LTM period ending March 31, 2012 the company's EBIT/interest (as adjusted by Moody's) was 4.5x and Debt/EBITDA was 3.4x. The stable rating outlook reflects Polypore's growth prospects in the lithium separator markets tempered by global economic uncertainty in Europe (about 38% of 2011 revenues) which may stagnate growth in the company's other industrial market segments. Polypore's SGL-2 Speculative Grade Liquidity Rating indicates Moody's expectation of a good liquidity profile over the near-term supported by cash balances and availability under the revolving credit facility. As of March 31, 2012, the company maintained cash balances of $79 million. A portion of the availability under the new $150 million revolving credit facility is expected to be used to partially fund the repayment of the existing term loan leaving approximately $97 million of availability. The SGL-2 recognizes the near-term positive free cash flow generation pressure due to incremental strategic investments in the company's lithium battery separator business. The financial maintenance covenants under the new bank credit facilities are expected to include a senior secured net leverage ratio test and an interest coverage test, both of which are anticipated to have ample cushion. Future events that could improve Polypore's ratings include positive free cash flow generation and reduction in debt. Other considerations for a higher outlook or rating could result from EBIT/Interest sustained above 4.0x, and leverage sustained at 3.0x, while demonstrating financial policies focusing on debt reduction rather than shareholder distributions. Future events that could result in a lower rating or outlook include erosions of revenues or margins, inability to sustain free cash flow generation, increased leverage, or disruptions tied to capital expansion efforts. Consideration for a lower rating or outlook could arise if any combination of these factors results in EBIT/cash interest approaching 2.0x, leverage approaching 4.6x, or deteriorating liquidity. The principal methodology used in rating Polypore was the Global Automotive Supplier Industry Methodology published in January 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. Polypore International, Inc., headquartered in Charlotte, NC, is a leading worldwide developer, manufacturer and marketer of specialized polymer-based membranes used in lead acid and lithium batteries as well as filtration processes used in healthcare and other industrial applications. Revenues in 2011 were $763 million. POTOMAC SUPPLY: Court OKs Morgan Joseph as Investment Banker ------------------------------------------------------------ Potomac Supply Corporation sought and obtained approval from the U.S. Bankruptcy Court to employ Morgan Joseph TriArtisan LLC as investment banker. There are two parts to Morgan Joseph's compensation: a monthly fee and a transaction fee. With respect to the monthly fees: a. For the first three months that Morgan Joseph provides services, Potomac will pay Morgan Joseph in advance a fixed fee of $50,000 per month. If a Transaction is completed in the first month, b. Following the initial three-month period, if services are still being provided by Morgan Joseph, then Potomac will pay Morgan Joseph a fixed monthly fee of $25,000; provided, however, that in no event shall an amount greater than $225,000 in monthly fees be payable prior to the consummation of a Transaction. Alex C. Fisch attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Kinsale, Virginia-based building-supply manufacturer Potomac Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and debts of $10 million to $50 million. Potomac in mid-January announced it was suspending manufacturing operations in Kinsale after its lender refused to provide financing without additional investment. Judge Douglas O. Tice, Jr. presides over the case. Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in Washington, D.C., serve as the Debtor's bankruptcy counsel. The petition was signed by William T. Carden, Jr., chief executive officer. LeClairRyan, A Professional Corporation is representing the Official Committee of Unsecured Creditors. POTOMAC SUPPLY: Court Approves LeClairRyan as Panel's Counsel ------------------------------------------------------------- The Official Unsecured Committee of Potomac Supply Corporation sought and obtained approval from the U.S. Bankruptcy Court to employ LeClairRyan as counsel. Potomac Supply attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Kinsale, Virginia-based building-supply manufacturer Potomac Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and debts of $10 million to $50 million. Potomac in mid-January announced it was suspending manufacturing operations in Kinsale after its lender refused to provide financing without additional investment. Judge Douglas O. Tice, Jr. presides over the case. Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in Washington, D.C., serve as the Debtor's bankruptcy counsel. The petition was signed by William T. Carden, Jr., chief executive officer. R&L DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: R&L Development & Real Estate, LLC aka R&L Development Group, LLC 3042 Summer Hill Road Thomasville, GA 31757 Bankruptcy Case No.: 12-70717 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court Middle District of Georgia (Valdosta) Debtor's Counsel: Ronald B. Warren, Esq. WHITEHURST, BLACKBURN, WARREN AND KELLEY 809 South Broad Street Thomasville, GA 31792 Tel: (229) 226-2161 Fax: (229) 228-9014 E-mail: bankruptcy@wbwk.com Scheduled Assets: $2,602,062 Scheduled Liabilities: $4,014,361 A copy of the Company's list of its three largest unsecured creditors is available for free at: http://bankrupt.com/misc/gamb12-70717.pdf RG STEEL: Herman Strauss Offers $15 Million for Facility -------------------------------------------------------- Linda Harris at The Intelligencer reports Herman Strauss Inc. is making a bid for a 112-acre parcel that RG Steel had owned at Third and State streets in Steubenville, Ohio. According to the report, Strauss Chief Financial Officer John McDonald confirmed Herman Strauss and an Ohio limited liability company, River Rail Development, submitted a bid of $15 million for the property, which includes the buildings, equipment and scrap metals stored there as well as the site itself. The proposed sale must be approved by U.S. Bankruptcy Court in Delaware. The report notes the deadline to submit competing offers is at 5 p.m. June 20. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owns Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012, to pursue a sale of the business. The bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion as of the Chapter 11 filing. The Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. RNP INVESTMENTS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: RNP Investments Inc. 12234 Shadow Creek Parkway, Suite 1100 Pearland, TX 77584 Bankruptcy Case No.: 12-80288 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court Southern District of Texas (Galveston) Judge: Letitia Z. Paul Debtor's Counsel: Melissa Ann Botting, Esq. 1414 S. Friendswood Drive Friendswood, TX 77546 Tel: (281) 992-7600 Fax: (281) 482-8088 E-mail: mabotting@mindspring.com Scheduled Assets: $1,101,000 Scheduled Liabilities: $815,000 The Company's list of its largest unsecured creditors filed with the petition does not contain any entry. The petition was signed by Nita Shah. SEALY CORP: FPR Partners Discloses 8.8% Equity Stake ---------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, FPR Partners, LLC, disclosed that, as of May 31, 2012, it beneficially owns 8,855,065 shares of common stock of Sealy Corporation representing 8.8% of the shares outstanding. A copy of the filing is available for free at: http://is.gd/Nq25aZ About Sealy Corp. Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) -- http://www.sealy.com/-- is the largest bedding manufacturer in the world with sales of $1.5 billion in fiscal 2008. The Company manufactures and markets a broad range of mattresses and foundations under the Sealy(R), Sealy Posturepedic(R), including SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns & Foster(R), and Bassett(R) brands. Sealy operates 25 plants in North America, and has the largest market share and highest consumer awareness of any bedding brand on the continent. In the United States, Sealy sells its products to approximately 3,000 customers with more than 7,000 retail outlets. The Company reported a net loss of $9.88 million for the 12 months ended Nov. 27, 2011, and a net loss of $13.74 million during the prior year. The Company reported a net loss of $15.20 million for the three months ended Nov. 27, 2011. The Company's balance sheet at Feb. 26, 2012, showed $936.26 million in total assets, $999.50 million in total liabilities, and a $63.24 million total stockholders' deficit. * * * Sealy carries 'B' local and issuer credit ratings, with stable outlook, from Standard & Poor's. SHEARER'S FOODS: Moody's Cuts PDR to 'Caa1', 'B3' CFR on Review --------------------------------------------------------------- Moody's Investors Service lowered Shearer's Foods, Inc.'s probability of default rating (PDR) to Caa1 from B3. All of the company's ratings, including its B3 CFR, were placed on review for downgrade. The rating action reflects Moody's expectation of an increased risk of default in light of the potential covenant violation in the quarter ending June 2012 as a result of a covenant step-down and lower than expected earnings. Moody's believes that without covenant relief, Shearer's is unlikely to maintain compliance with its leverage covenants in the quarter ending June 2012. Hence the probability of default is heightened as reflected by the PDR downgrade to Caa1. The following ratings were placed on review for possible downgrade: Corporate Family Rating of B3 was placed on review for possible downgrade Senior secured Revolver and Term loan B ratings of B2 (LGD2, 23%). The following rating was lowered and placed on review for possible downgrade: Probability of Default rating to Caa1 from B3, on review for possible downgrade Moody's does not expect the cushion over the covenant to improve materially until the first quarter of fiscal 2013 due to slow improvement in cash flows and continued step downs in the bank covenant levels. Furthermore, Shearer's is still facing operational challenges which can negatively affect the company's ability to improve and maintain sufficient cushion under its credit facility covenants in the next 12-18 months. Moody's said that the review will focus on the company's ability to obtain a waiver or secure an amendment to its credit agreement as well as the level of financial covenant headroom in the financing arrangements in future periods. The rating could be downgraded further if the company is unable to obtain covenant relief and build more meaningful covenant cushion in the near term. Conversely, should Shearer's restore its access to bank funding the outlook could be stabilized. The company's long-term ratings could be upgraded, if in addition to improving its covenant cushion to double digits, the company demonstrates it is able to improve and then sustain its profitability, restore positive free cash flow that allows for delevering and maintain adequate liquidity. Ratings Rationale Shearer's B3 corporate family rating reflects the company's relatively small scale, narrow focus on the salty snack sector, and its high leverage and modest profitability margins as a result of the recently completed expansion projects that have yet to generate improved cash flows. The rating incorporates Moody's concern that Shearer's cushion under its recently amended bank leverage covenant will be very tight, in the single digits, during fiscal 2012, and that the company may need to seek covenant relief to avoid a technical default for the June 2012 quarter. However, the rating also reflects the company's solid position in private label, co-pack and branded snack foods and its very strong growth opportunities, which Moody's believes enhance the value of the business to protect secured debtholders. While the company enjoys growing diversity in its product offerings, it is less diversified both geographically and in terms of product categories than larger packaged food companies with which it competes. As the largest producer of kettle chips in the country and one of the largest producers of private label potato chips, Shearer's has many opportunities for growth; however, the success will depend on Shearer's ability to smoothly manage the expanded operations. The principal methodology used in rating Shearer's Foods, Inc. was the Global Packaged Goods Industry Methodology, published July 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA, published June 2009. Shearer's, headquartered in Brewster, Ohio, is a leading producer of high quality, co-pack, private label and branded food products, with LTM 3/2012 net sales of approximately $455 million. SHRI SHIV: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Shri Shiv, Inc. dba Comfort Inn 6521 Olde York Road Cleveland, OH 44134 Bankruptcy Case No.: 12-14208 Chapter 11 Petition Date: June 1, 2012 Court: U.S. Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Jessica E. Price Smith Debtor's Counsel: Kenneth A. Blech, Esq. KENNETH A. BLECH CO LPA 10850 Pearl Road, #D3 Strongsville, OH 44136-3305 Tel: (440) 238-7887 Fax: (440)238-9532 E-mail: kenblech@ameritech.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its largest unsecured creditors filed with the petition does not contain any entry. The petition was signed by Kuldip Mahajan, president. SLAVERY MUSEUM: Chapter 7 Liquidation Sought -------------------------------------------- Steve Szkotak at The Associated Press, citing court documents, reports Celebrate Virginia asked the Bankruptcy Court to convert the case of former Gov. L. Douglas Wilder's proposed national slavery museum to a Chapter 7 liquidation so the land can be sold before its value diminishes further. "The debtor has failed to maintain the property in a proper way such that the property now appears neglected and unkempt, with the debtor having no funding to cure this deficiency," said Celebrate Virginia's attorneys, according to the report. The filing also calls the museum's reorganization plan "vague, speculative, confusing, incomplete and/or unfeasible . . ." The report says the latest filings are from the company that donated 38 acres for the proposed U.S. National Slavery Museum in Fredericksburg and a company that has not been paid for storage of artifacts destined to be displayed at the museum. The report relates Sandra R. Robinson, an attorney representing the museum, has not discussed the case outside of court. Mr. Wilder has also repeatedly declined comment, saying he is heeding the court's request to abstain from publicly discussing the case. The report recounts the city of Fredericksburg opposing a proposed Chapter 11 bankruptcy plan, further clouding the future of the museum. Fredericksburg said the museum's bid to repay its creditors through an ambitious fund-raising campaign is unrealistic. The report adds creditors are expected to file their support or objections before a June 27 confirmation hearing on the museum's reorganization plan. According to the report, Ms. Robinson's reorganization plan banks on raising $900,000 the first year it emerges from bankruptcy protection, with that sum increasing in subsequent years, to repay creditors. The other filing is from the Hilldrup Companies, a Stafford storage company that began storing office equipment and "various artifacts" for the museum in 2004. It's seeking payment of $1,772.75 for storage and moving fees. Artifacts such as shackles and other remnants of slavery were to be displayed at the museum. The United States National Slavery Museum, based in Richmond, Virginia, filed for Chapter 11 protection (Bankr. E.D. Va. Case No. 11-36013) on Sept. 21, 2011. Judge Douglas O. Tice, Jr., presides over the case. Sandra Renee Robinson, Esq., at Robinson Law & Consulting Firm, P.C., represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. SMOKIN' AL'S OF MASSAPEQUA: Case Summary & Creditors List --------------------------------------------------------- Debtor: Smokin' Al's Of Massapequa Park, Inc. dba Smokin' Al's Famous Barbeque Joint 9 Sophie Court Commack, NY 11725 Bankruptcy Case No.: 12-73551 Chapter 11 Petition Date: June 1, 2012 Court: U.S. Bankruptcy Court Eastern District of New York (Central Islip) Judge: Robert E. Grossman Debtor's Counsel: Fred S. Kantrow, Esq. THE LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New Street Huntington, NY 11743 Tel: (631) 423-8527 Fax: (631) 423-4536 E-mail: fkantrow@avrumrosenlaw.com Scheduled Assets: $1,081,000 Scheduled Liabilities: $1,924,946 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nyeb12-73551.pdf The petition was signed by Al Horowitz, president. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Smokin' Al's Inc. 12-73550 05/31/12 SMOKIN' AL'S, INC.: Case Summary & 16 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Smokin' Al's, Inc. dba Smokin' Al's Famous Barbeque Joint 9 Sophie Court Commack, NY 11725 Bankruptcy Case No.: 12-73550 Chapter 11 Petition Date: June 1, 2012 Court: U.S. Bankruptcy Court Eastern District of New York (Central Islip) Judge: Robert E. Grossman Debtor's Counsel: Fred S. Kantrow, Esq. THE LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New Street Huntington, NY 11743 Tel: (631) 423-8527 Fax: (631) 423-4536 E-mail: fkantrow@avrumrosenlaw.com Scheduled Assets: $1,057,000 Scheduled Liabilities: $2,013,187 A copy of the Company's list of its 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb12-73550.pdf The petition was signed by Al Horowitz, president. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Smokin' Al's Of Massapequa Park, Inc. 12-73551 5/31/12 SPRING POINTE: Ray Quinney to Withdraw as Counsel ------------------------------------------------- Ray Quinney & Nebeker, the court-approved counsel of record for Spring Pointe Development, L.L.C., asks permission from the U.S. Bankruptcy Court to withdraw as counsel. RQN has determined that an irreconcilable conflict exists in the case, and that RQN can no longer effectively represent the Debtor and its estate, given the fundamental breakdown in the relationship between RQN, as counsel for the Debtor, and Christensen, as the Debtor's representative, concerning the Debtor's reorganization efforts. RQN currently holds a $75,000 retainer to be applied against future fees and costs incurred as counsel for the Debtor. As of April 3, 2012, RQN had billed and unbilled time of roughly $48,000 (all but $16,272.56 of which is subject to future Court approval). In the event this Motion is granted, RQN will promptly transfer its unused remaining retainer (estimated to be approximately $25,000) to replacement counsel to the Debtor, or to such other appropriate person as the Bankruptcy Code authorizes or the Court directs to receive the funds. Spring Pointe Development LLC, based in Springville, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-32972) on Sept. 2, 2011. Judge Joel T. Marker presides over the case. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. The petition was signed by Milton Christensen, managing member. STARBRITE PROPERTIES: Law Firm Facing Probe After Fraud Revelation ------------------------------------------------------------------ Chief Bankruptcy Judge Carla E. Craig denied the request of Cuevas & Greenwald, P.C. -- which represented StarBrite Properties Corp. as bankruptcy counsel -- to seal the firm's opposition to a motion filed by John Russell, Esq. -- counsel to StarBrite's William J. Cordero is the president and sole shareholder of the Debtor -- to quash a subpoena issued by Cuevas & Greenwald to Mr. Russell. Cuevas & Greenwald said its objection would reveal "evidence which may be considered scandalous" and "can have negative repercussions for its client, Starbrite." The firm alleges Mr. Cordero defrauded Madison Acquisition Group II LLC, which provided $3,850,000 in exit financing by failing to disclose to Madison that he was a defendant in a trademark infringement action and that two judgments had been entered against him in that action, even though the application for the Exit Loan required disclosure of any pending lawsuits to which Mr. Cordero was a party and any judgments entered against him. Mr. Cordero also submitted to Madison two false income tax returns for Flatbush Parking Systems Inc., another company owned by Mr. Cordero which guaranteed the obligations under the exit loan, for tax years 2009 and 2010. Cuevas & Greenwald claims that upon discovering existence of the two sets of tax returns in January 2012, the firm urged Mr. Cordero to make proper disclosures to Madison and also brought the matter to Yolande I. Nicholson, Mr. Cordero's former personal counsel, but to no avail. The firm said Mr. Cordero instructed it to "leave the situation alone." Judge Craig took a step further, by referring the matter to the United States Attorney for the Eastern District of New York and the U.S. Trustee for Region 2, and the Departmental Disciplinary Committee of the New York State Supreme Court, Appellate Division, First Judicial Department, saying the professional conduct of the firm's principals, Carlos J. Cuevas, Esq., and Wayne M. Greenwald Esq., raises questions concerning their compliance with the New York Code of Professional Conduct. According to Judge Craig, the allegations set forth in Cuevas & Greenwald's Objection create reasonable grounds to believe that an investigation should be conducted to determine whether criminal violations under Chapter 9 of Title 18 of the United States Code have occurred. "[I]f the allegations in the C & G Objection are true, Cuevas and Greenwald became aware of the fraud that was used to procure the Exit Loan no later than January 10, 2012 when Cuevas sent an email to Nicholson alerting her to the alleged existence of a second set of income tax returns. According to the Cuevas Declaration, Cuevas and Greenwald sought to persuade Nicholson and Cordero to make a candid disclosure to Madison. But when these remedial measures failed, Cuevas and Greenwald took no further steps to remedy the fraud that Cordero was apparently about to perpetrate on Madison. Instead, they permitted the Exit Loan to close in February 2012 with knowledge that representations made to Madison in the Exit Loan documents were in their view false. This alleged fraud, if it occurred, also compromised the integrity of the chapter 11 process in that the Exit Loan was expressly approved by the Court and was necessary to the effectiveness and consummation of the Plan. C & G directly benefited from the closing of the Exit Loan because proceeds from that loan funded payment of a substantial portion of C & G's Court-approved professional compensation for pre-confirmation legal work," Judge Craig said. "Rather than disclosing to the Court this allegedly fraudulent conduct by Cordero beforethe Exit Loan was closed . . . Cuevas and Greenwald instead disclosed confidential information only after the Exit Loan had closed and the proceeds of the Exit Loan had been distributed. Their acknowledged reason for disclosing confidential information was to attack Cordero's credibility in connection with his anticipated (but never filed) objection to the [firm's] Post-Confirmation Fee Application." A copy of the Court's June 5, 2012 Decision is available at http://is.gd/rqYlYjfrom Leagle.com. About Starbrite Properties Brooklyn, New York-based Starbrite Properties Corp. filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 11-40758) on Feb. 1, 2011. The Debtor's sole asset is the real property located at 626 Flatbush Avenue, Brooklyn. The Property is a 30,000 square foot commercial building comprised of five units. The Property was the subject of a foreclosure proceeding in state court commenced by AIA Capital LLC, the assignee of certain promissory notes, which contended it was owed not less than $3,223,884. Judge Carla E. Craig presides over the case. Peter J. Mollo, Esq., filed the petition on the Debtor's behalf. Mr. Mollo, however, was replaced by Cuevas & Greenwald, P.C., as counsel. The Debtor scheduled $3,026,500 in assets and $3,240,616 in debts. The petition was signed by William Cordero, president. Yolande I. Nicholson, Esq., represented Mr. Cordero in his personal capacity in connection with the chapter 11 case. On Dec. 20, 2011, the Court entered an order approving the Debtor's plan of reorganization. In conjunction with the Plan, the Debtor and AIA entered into, and the Court approved, a settlement agreement that fixed the amount of AIA's secured claim against the Debtor at $2,825,500. The Debtor secured, with the Court's authorization, exit financing of $3,850,000 from Madison Acquisition Group II LLC. STYRON CORP: Bank Debt Trades at 13% Off in Secondary Market ------------------------------------------------------------ Participations in a syndicated loan under which Styron Corp. is a borrower traded in the secondary market at 87.35 cents-on-the- dollar during the week ended Friday, June 8, a drop of 2.65 percentage points from the previous week, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. The Company pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on June 27, 2017, and carries Moody's 'B1' rating and Standard & Poor's 'B+' rating. The loan is one of the biggest gainers and losers among 128 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Styron Corp. Styron Corp. is the world's largest producer of styrene butadiene (SB) latex and polystyrene, the largest European producer of synthetic rubber, and a leading producer of polycarbonate resins and blends. Styron had revenues of roughly $4.9 billion for the LTM ending Sept. 30, 2010. As reported by the Troubled Company Reporter on Jan. 27, 2011, Standard & Poor's Ratings affirmed S&P's 'B+' corporate credit rating on Styron S.a.r.l. The outlook is stable. The ratings reflect Styron's aggressive financial profile and weak business profile as a leading, but commodity-oriented, producer of petrochemical products. The TCR, on Jan. 25, 2011, reported that Moody's raised the Corporate Family Rating of Styron Corp. to B1 from B2. Styron's B1 CFR reflects its narrow portfolio of quasi-commodity and commodity products, substantial exposure to volatile feedstock prices, its limited history as an independent company and a limited amount of cash equity subsequent to the cash dividend. SUZANO PAPER: S&P Cuts Corp. Credit Rating to 'BB' on Higher Debt ----------------------------------------------------------------- Standard & Poor's Ratings Services believes Brazilian pulp and paper producer Suzano's high debt is likely to persist for the next two-three years, as the company continues financing its expansion plan "We are lowering the rating on the company to 'BB' from 'BB+'," S&P related in a May 31, 2012 press release. "The stable outlook reflects our expectations the company to keep implementing measures to avoid further deterioration of its capital structure, such as the recently announced equity increase and its asset sales," S&P said. SYNERGY INVESTMENT: Case Summary & 6 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Synergy Investment Group, LLC 220 West Highway 34 Newnan, GA 30263 Bankruptcy Case No.: 12-11609 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court Northern District of Georgia (Newnan) Debtor's Counsel: Frank B. Wilensky, Esq. MACEY, WILENSKY, KESSLER & HENNINGS, LLC 230 Peachtree Street, NW, Suite 2700 Atlanta, GA 30303-1561 Tel: (404) 584-1200 Fax: (404) 681-4355 E-mail: smcconnell@maceywilensky.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 six largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ganb12-11609.pdf The petition was signed by Charles Douglas, member. TCIM SERVICES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: TCIM Services, Inc. 1012 Centre Road, Suite 400 Wilmington, DE 19805 Bankruptcy Case No.: 12-11711 Chapter 11 Petition Date: June 3, 2012 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Alissa T. Gazze, Esq. CIARDI CIARDI & ASTIN 919 N. Market Street, Suite 700 Wilmington, DE 19801 Tel: (302) 658-1100 Fax: (302) 658-1300 E-mail: agazze@ciardilaw.com - and ? John D. McLaughlin, Jr., Esq. CIARDI CIARDI & ASTIN 919 North Market Street, Suite 700 Wilmington, DE 19801 Tel: (302) 658-1100 Fax: (302) 658-1300 E-mail: jmclaughlin@ciardilaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 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/deb12-11711.pdf The petition was signed by Anthony Horvat, chief restructuring officer. TOWNSEND CORP: Jaguar Dealer Has Control of Case Thru July 5 ------------------------------------------------------------ The Bankruptcy Court extended the exclusive periods for Townsend Corporation d/b/a Land Rover Jaguar Anaheim Hills; and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos to: -- file plans of liquidation through July 5, 2012; and -- solicit plan votes through Sept. 4, 2012. The Debtors said "good cause exists" to extend the exclusivity periods because, among other things: (1) the Debtors are continuing to administer their cases efficiently, effectively, and in good faith, and remain in substantial compliance will all of their obligations; (2) the Debtors reached a settlement with Jaguar Land Rover North America, LLC -- JLRNA -- the manufacturer that sells new vehicles to the Debtors pursuant to various dealer agreements that the Debtors then sell to their customers, which settlement was later approved by the Court and which settlement will help facilitate an uncontested sale of the Debtors' assets to one or more buyers; (3) the Debtors have obtained the consent of BMW Financial Services NA, LLC, the Debtors' primary secured lender and by far the largest creditor in the cases, to the continued use of cash collateral to facilitate the maintenance of the Debtors' operations pending the close of a sale; (4) LRJ Anaheim has obtained the consent of its landlord, LBA/Met Partners -- the only non-insider landlord of the Debtors -- to the extension of the time for LRJ Anaheim to assume its unexpired leases with LBA/Met Partners to facilitate the sale; (5) the Debtors have obtained an order of the Court approving the bid procedures related to the sale; (6) the Debtors are continuing to negotiate Asset Purchase Agreements for the sale and intend to proceed with the sale as soon as possible. Upon the close of the sale, the Debtors will be in a position to propose simple liquidating plans. About Townsend Corp. and LRJC Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos -- http://www.lrjah.com/and http://lrjcerritos.com/-- filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and 11-22695) on Sept. 9, 2011. The Debtors sell new Jaguar and Land Rover vehicles and various previously owned vehicles. The Debtors also have service and parts departments. The Debtors are principally owned and operated by Ernest Townsend and his son, Joshua Townsend. LRJ Anaheim has been in business since 2000. LRJ Cerritos has been in business since 2006. The Chapter 11 cases were reassigned from Judge Robert N. Kwan to Judge Catherine E. Bauer. Todd M. Arnold, Esq., and Martin J. Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, represent the Debtors. Each of the Debtors estimated $10 million to $50 million in both assets and debts. The petitions were signed by Ernest W. Townsend, IV, the president. TRIBUNE CO: Hearing on 4th Amended DCL Plan Begins -------------------------------------------------- Tribune Company and its debtor affiliates; the Official Committee of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo, Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A., submitted to Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware on June 1, 2012, non-material amendments to their Fourth Amended Joint Plan of Reorganization. The June 1 Plan Amendments clarify that in connection with its termination, the Creditors' Committee will provide the Litigation Trustee with reasonable access to documents relating to the Litigation Trust Assets within the possession, custody, or control of the Creditors' Committee pursuant to the terms of a separate agreement between the Creditors' Committee and the Litigation Trustee. The Fourth Amended Plan also incorporates these modifications, including: (A) Nothing in the Fourth Amended DCL Plan is intended to determine whether a Selling Stockholder properly faces liability with respect to the Disclaimed State Law Avoidance Claims. Selling Stockholders will mean persons that received payments, including the initial recipients and subsequent transferees, in exchange for the purchase by Tribune of issued and outstanding common stock of Tribune on or about June 4, 2007 or the redemption of common stock of Tribune, pursuant to the Step Two Transactions, including all legal or beneficial owners of such stock, solely in their capacity as recipients of payments with respect to such purchase or redemption. (B) The Debtors, the Creditors' Committee, the applicable Indenture Trustee and Morgan Stanley Capital Services Inc. and its affiliates will work in good faith to agree upon an appropriate procedure to insure that MSCS does not receive a distribution on account of any Senior Noteholder Claims held by MSCS for its own account unless and until it is determined that those Senior Noteholder Claims are Allowed Claims and entitled to a distribution pursuant to the Plan. If those parties are unable to agree upon an appropriate procedure, upon notice to the applicable Indenture Trustee and MSCS and an opportunity for those parties to be heard, the Debtors and the Creditors' Committee may seek an order in aid of confirmation of the Plan resolving any disputes and implementing an appropriate procedure. (C) The Indentures will continue in effect solely to the extent necessary to further allow: * any Indenture Trustee to pursue or continue to pursue any appeal of an order of the Court, commenced by such Indenture Trustee on or before the effective date of the Plan; * Wilmington Trust Company or Deutsche Bank Trust Company Americas to serve as members of the Litigation Trust Advisory Board or to replace a designee to the Litigation Trust Advisory Board appointed by such member solely in accordance with the terms of the Plan and the Litigation Trust Agreement; and * the continuation of any contractual right or obligation that any Indenture Trustee has with any Person other than the Debtors, the Reorganized Debtors or a Released Party. To be clear, nothing in the Fourth Amended DCL Plan will or is intended to impair the rights of (i) any Indenture Trustee or any Holder of a Senior Notes Claim or PHONES Notes Claim from prosecuting any Disclaimed State Law Avoidance Claim, with the exception of any Disclaimed State Law Avoidance Claim that becomes a Holder Released Claim pursuant to the Plan, (ii) the Litigation Trust and Litigation Trustee from pursuing the Preserved Causes of Action, and (iii) any defendant in defending against a Disclaimed State Law Avoidance Claim or a Preserved Cause of Action. (D) Each creditor proponent will submit to the Reorganized Tribune, the Creditors' Committee and the U.S. Trustee for Region 3 detailed statements of their expense claims and will file those statements on the docket in the Reorganized Debtors' Chapter 11 cases. Clean and blacklined versions of the modifications to the Plan, dated June 1, 2012, are available for free at: http://bankrupt.com/misc/Tribune_June1PlanAmendments.pdf http://bankrupt.com/misc/Tribune_June1PlanChanges_blacklined.pdf On June 2, 2012, the DCL Plan Proponents filed with the Bankruptcy Court a copy of the Litigation Trust Agreement, as exhibit to the Fourth Amended DCL Plan. The Litigation Trust Agreement provides, among other things, that none of the Litigation Trustee or any member of the Litigation Trust Advisory Board is an officer, director, or fiduciary of any of the Reorganized Debtors. The initial members of the Litigation Trust Advisory Board are: * David Adler, representative of Deutsche Bank Trust Company Americas, as Successor Indenture Trustee for Certain Series of Senior Notes; * Julie Becker, representative of Wilmington Trust Company, as Successor Indenture Trustee for the PHONES Notes; and * William Niese. Clean and blacklined versions of the Litigation Trust Agreement are accessible for free at: http://bankrupt.com/misc/Tribune_June2LitigationTrustPact.pdf http://bankrupt.com/misc/Tribune_June1LitigTrust_blacklined.pdf Oaktree and Angelo Gordon are represented by: Bruce Bennett, Esq. James O. Johnston, Esq. Joshua M. Mester, Esq. JONES DAY 555 South Flower Street, Fiftieth Floor Los Angeles, California 90071 Tel: (213) 243-2400 Fax: (213) 243-2539 DCL Plan Proponents Say Plan is Confirmable per Modifications, Respond to Confirmation Objections "The DCL Plan now before the Court embodies the DCL Plan Settlement that the Court approved in the prior confirmation opinion, while addressing and correcting specific infirmities that the Court found to render the DCL Plan unconfirmable in its former reiteration," counsel to the Debtors, James F. Conlan, Esq., at Sidley Austin LLP, in New York, insists. "For the benefit of thousands of employees and creditors, it is time to allow a rehabilitated, reorganized Tribune to emerge from these proceedings." Mr. Conlan notes that the Plan enjoys widespread creditor support, with vast majorities of voting creditors casting ballots to accept in all Classes of Claims other than the Classes that previously rejected the DCL Plan -- namely, the Senior Noteholders, holders of the PHONES Notes Claims, and EGI-TRB LLC. Even within the rejecting class of Senior Notes, the rank-and- file overwhelmingly support the DCL Plan and the substantial distributions it provides to Senior Noteholders, with more than 85% by number of the Senior Noteholders who cast ballots voting to accept the DCL Plan, he states. While representatives of the rejecting Classes do continue to object to confirmation of the DCL Plan, the objections raised by other objectors, largely are technical in nature and limited to specific, discrete plan provisions, he points out. More importantly, the DCL Plan incorporates modifications that resolve the confirmation issues identified in the October 23, 2011 memorandum opinion, as amended, Mr. Conlan asserts. Consistent with the Amended Confirmation Opinion, the Plan has been modified to provide that: (A) If no votes to accept or reject the DCL Plan are cast within an impaired class of claims, the Class will be deemed to have accepted the DCL Plan, unless otherwise determined by the Court, provided that the Holders of Claims in a particular Impaired Class of Claims are (a) given the opportunity to vote to accept or reject the DCL Plan and (b) notified that the failure of any Holders of Claims within such Class to vote to accept or reject the DCL Plan would result in such Class being deemed to have accepted the DCL Plan. The DCL Plan Proponents identified Classes of Claims against 36 Debtors in which no creditors submitted ballots. The Subsidiary Revoting Classes were provided an opportunity to vote on the DCL Plan in a manner consistent with that outlined by the Court in the Confirmation Decision. Pursuant to Section 4.2 of the DCL Plan, the Subsidiary Voting Classes are deemed to accept the DCL Plan. The DCL Plan, thus, has been accepted by at least one Impaired Class for each Debtor, as required by Section 1129(a)(10) of the Bankruptcy Code. (B) The DCL Plan resolves the release issues identified in the Confirmation Opinion. The modifications revise the releases granted under Section 11.2.1 of the DCL Plan so that the Debtors and the Reorganized Debtors are the only parties granting the releases. Moreover, Section 11.2.1 narrows the scope of the parties so released to exclude the Debtors' Related Persons, Current Employees, and 401(k) Shareholders. (C) The DCL Plan resolves the Bar Order issue identified in the Confirmation Decision. The DCL Plan Proponents have incorporated modifications into Section 11.3 of the DCL Plan that expressly provide that "each Plaintiff is hereby enjoined and restrained from seeking relief or collecting judgments against any Non-Settling Defendants in any manner that fails to conform to the terms of this Bar Order, including, without limitation, the proportionate judgment reduction provision set forth herein." (D) The DCL Plan resolves the exculpation issue identified in the Confirmation Decision. To resolve the Court's concern, the DCL Plan has been modified to remove the Creditor Proponents from the exculpation provided pursuant to Section 11.5 of the DCL Plan. In the Allocation Disputes Decision, the Bankruptcy Court determined that the alleged discriminatory effect on the Class of Other Parent Claims resulting from the application of the PHONES Subordination Provisions as contemplated by the DCL Plan was immaterial and, thus, the distributions to Holders of Other Parent Claims under the DCL Plan do not discriminate unfairly and do not violate Section 510(a) of the Bankruptcy Code, Mr. Conlan says. The Bankruptcy Court further held that the Swap Claim was entitled to the benefit of the PHONES Subordination Provisions as a matter of contract interpretation. Accordingly, the DCL Plan conforms with and satisfies the requirements set forth in the Bankruptcy Court's prior rulings, Mr. Conlan insists. For those reasons, the DCL Plan is confirmable pursuant to Section 11129 of the Bankruptcy Code, Mr. Conlan insists. The contested elements of the DCL Plan remain reasonable and appropriate, and should be approved, he assures the Court. Notably and in an effort to revive their previously denied objections, certain parties inappropriately seek to have the Court reconsider provisions of the DCL Plan that were already resolved by the Bankruptcy Court's prior rulings, Mr. Conlan argues. The DCL Plan Proponents thus ask the Court to overrule the objections challenging, among other things, the Bankruptcy the Court's prior rulings solely for purposes of preserving the record for appeal, and the implementation of the previously- approved DCL Plan Settlement. Moreover, the objections of WTC and Deutsche Bank to the litigation trust agreement are without merit and do not raise any issues that render the DCL Plan unconfirmable, Mr. Conlan contends. Among other things, the DCL Plan Proponents and the Litigation Trustee will enter into a Litigation Trust Confidentiality and Common Interest to provide the Litigation Trustee with reasonable access to the Debtors' records and information relating to the Litigation Trust Assets. To that end, the Debtors, the Creditors' Committee and the Senior Lenders have negotiated a draft of the LT Confidentiality Agreement and furnished a copy of that draft to any party that asked for a copy, including WTC and Aurelius Capital Management, LP. However, Aurelius and WTC proposed substantial revisions to the draft LT Confidentiality Agreement, which would destroy the balance reflected in the draft, he points out. Moreover, the Litigation Trustee should not be permitted to seek modification of the DCL Plan or the confirmation order, as asserted by Aurelius, Mr. Conlan avers. "It is completely illogical to allow the trustee of a postconfirmation trust established to pursue a defined and limited class of litigation claims the right to seek to modify substantive provisions of a confirmed plan of reorganization or the terms of a confirmation order," he argues. The DCL Plan Proponents have filed with the Court proposed amendments to the DCL Plan to address objections by WTC, Aurelius, DBTCA, and DIP Facility Agent. To resolve objections filed by the Internal Revenue Service, Missouri Department of Revenue, and the State of Michigan, Department of Treasury, the DCL Plan Proponents intend to include clarificatory language in the proposed Confirmation Order. The DCL Plan Proponents further modified the terms of the Litigation Trust Agreement to resolve certain objections to the DCL Plan. A summary chart identifying the objections that have been resolved through modifications to the Litigation Trust Agreement is available for free at: http://bankrupt.com/misc/Tribune_4thAmPlanObjsSumm.pdf Certain parties previously objected to the Second Amended Plan but did not file those objections to the Fourth Amended DCL Plan. To the extent the DCL Plan Proponents and those objecting parties agreed to the incorporation of language in the confirmation order to consensually resolve those objections, the language will be included in the confirmation order regardless of whether such party filed an objection to the Fourth Amended DCL Plan. A full- text copy of the proposed language to resolve those previous objections is accessible for free at: http://bankrupt.com/misc/Tribune_2ndAmPlanObjsResolution.pdf Parties React to Aurelius' Objection, Aurelius Supplements Objection Wells Fargo Bank, N.A., as successor administrative agent under the $1.6 billion Senior Unsecured Interim Loan Agreement, joined in the DCL Plan Proponents' memorandum of law and omnibus reply to the confirmation objections. In response to Aurelius' objection, the Bridge Agent insists that the payment of up $7 million of its professional fees -- a key term to the Bridge Settlement. The Bridge Agent reminds the Court that the dispute over the payment of the professional fees has been addressed with the Court concluding that the DCL Settlement should be approved and is properly part of the DCL Plan. Robert R. McCormick Tribune Foundation and Cantigny Foundation and Harry Amsden and certain directors and officers, and also responded to Aurelius' objection to the DCL Plan. The Foundations assert that Aurelius' proposal to insert the language "and the debt issued thereunder" to make clear the Indenture Trustees' standing to assert claims is not supported by any provision of the Bankruptcy Code as all "claims" and "debt" are discharged by confirmation of a Chapter 11 plan. Richard W. Riley, Esq., at Duane Morris LLP, in Wilmington, Delaware, counsel to the Foundations, asserts that the effect of the Debtors' discharge may or may not be relevant to the Indenture Trustees' standing, and it may or may not support what Aurelius believes to be a "diversionary and meritless" argument, but those issues should be reserved for the court specifically tasked with deciding them -- these issues have not been and are not now before the Bankruptcy Court. Mr. Amsden, et al., notes that the Aurelius Objection publicly disclosed, for the first time, the existence of a draft LT Confidentiality Agreement. The D&Os allege that the Reorganized Debtors and the Litigation Trustee -- the parties to the Confidentiality Agreement -- intend to use the agreement as a sword In re The Official Committee of Unsecured Creditors of Tribune Company v. FitzSimons, Case No. 12-cv-02652-WHP, and all other actions that are or may be transferred and consolidated in the MDL proceedings before Judge William H. Pauley, III, claiming that the Bankruptcy Court has already decided the privilege questions. The D&Os thus ask that a language should be included in any confirmation order, clarifying that any agreement or similar document that may be entered into by the Litigation Trustee and the Reorganized Debtors does not impact the ability of Judge Pauley to control the litigation before him. Mr. Amsden, et al., joined in the Foundations' response to Aurelius' objection. Aurelius supplemented its objection to the DCL Plan, raising certain comments regarding the current forms of the LT Confidentiality Agreement and the Litigation Trust Loan Agreement. With respect to the Loan Agreement, Aurelius proposes that the Litigation Trustee be entitled to draw the entire Trust Loan down on or shortly after the Effective Date and should be entitled to use its discretion with respect to how the loaned funds will be employed on behalf of all trust beneficiaries. Similarly, the Trust Loan Agreement should be amended to provide that the Litigation Trustee will only be obligated to repay amounts in respect of the Trust Loan to the extent that it maintains $30 million in the Expense Fund (after payment of the Parent OUC Trust Preference). With respect to the LT Confidentiality Agreement, Aurelius disagrees with the DCL Plan Proponents as to the extent to which the Reorganized Debtors may withhold documents relating to the claims being pursued by the Litigation Trust, and the privileges and protections that apply thereto. The LT Confidentiality Agreement should be amended to provide, among other things, that all documents and information, and all privileges attached to any document, communication or other information relevant to the prosecution of the Preserved Causes of Action will be transferred to the Litigation Trustee, and that the Litigation Trustee will be given the ability to waive any such privilege in his discretion. Separately, former employees and directors of The Times Mirror Company adopt the objection of WTC and Deutsche Bank, solely with respect to the issues related to the Litigation Trust to the extent those points will enhance the operation of the Litigation Trust. June 7 Confirmation Hearing A hearing to confirmation of the Fourth Amended DCL was slated to commence on June 7, 2012 at 3:00 p.m. before Judge Carey, in Wilmington, Delaware. The DCL Plan Proponents and the Noteholders submitted to the Court a joint pretrial memorandum adopting and incorporating by reference the briefs they submitted, exhibits and testimony entered into evidence, and oral arguments made in connection with the confirmation hearing held in 2011, in connection with the various reconsideration motions filed thereto, and in connection with the Allocation Disputes, and all such materials will be deemed included in the record of the confirmation hearing. The DCL Plan Proponents and the objectors filed with the Court a proposed sequence for addressing unresolved objections at the confirmation hearing, available for free at: http://bankrupt.com/misc/Tribune_ConfObjsSequence.pdf About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Epiq Files 4th Amended Plan Voting Results ------------------------------------------------------ Stephenie Kjontvedt, vice president, senior consultant of Epiq Bankruptcy Solutions, LLC, filed with the Court a supplemental declaration on May 29, 2012, containing the tabulation of votes accepting or rejecting the Fourth Amended Joint Plan of Reorganization. In accordance with the Resolicitation Order, Epiq tabulated the votes cast or elections made on all Supplemental Ballots (in the case of Revoting Classes) and Ballots (in the case of the Subsidiary Non-Revoting Classes and Holders of Convenience Claims), received by May 21, 2012, the supplemental voting deadline. As gathered from the report, 126 of the 129 Classes that were entitled to vote and had one or more creditors that actually cast Supplemental Ballots (in the case of the Revoting Classes) and Ballots (in the case of the non-Revoting Classes), voted to accept the Fourth Amended DCL Plan. A copy of the report on the tabulation results is available for free at: http://bankrupt.com/misc/Tribune_May29TabulationSummary.pdf The declaration also appends: * a report of all votes and elections made by (a) Holders of Claims in the Revoting Classes other than Classes 1E and 1J; and (b) Holders of Claims in the Subsidiary Non-Revoting Classes, a copy of which is available for free at: http://bankrupt.com/misc/Tribune_May29RevotingClassesRpt.pdf * a detailed report of all votes and elections made by holders of Claims in Classes 1E and 1J, a copy of which is available for free at: http://bankrupt.com/misc/Tribune_May29Classes1E1JRpt.pdf * a detailed report of the release elections made by holders of Claims in Class 1G, a copy of which is available for free at: http://bankrupt.com/misc/Tribune_May29Class1GRpt.pdf * a detailed report of the convenience class elections made by holders of Claims in Class 1F, a copy of which is available for free at: http://bankrupt.com/misc/Tribune_May29Class1FRpt.pdf The declaration also contains reports of supplemental ballots per classes that were excluded in the tabulation, available for free at http://bankrupt.com/misc/Tribune_May29ExcludedBallots.pdf On June 1, 2012, Ms. Kjontvedt filed with the Court an amended declaration to report on the Alternative Treatment Elections made by holders of the Senior Noteholder Claims. In order for an Election to be counted as valid (i) the Supplemental Election Form must have been properly completed in accordance with the Resolicitation Order, and (ii) the Holder's Senior Notes must have been electronically delivered into the Automated Tender Offer Program system at The Depository Trust Company, by the Supplemental Voting Deadline. The declaration specifically contains these reports: * a summary of the results of the Alternative Treatment Elections made by the holders of the Senior Noteholder Claims (Class 1E), a copy of which is available for free at: http://bankrupt.com/misc/Tribune_June1Class1EElectionsRpt.pdf * an account-level report of Elections, a copy of which is available for free at: http://bankrupt.com/misc/Tribune_June1Class1EElectionsRpt.pdf * a report of the elections that are deemed defective and reasons for exclusion, a copy of which is available for free at: http://bankrupt.com/misc/Tribune_June1InvalidElections.pdf About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Publishers Forest's Chapter 11 Case Dismissed --------------------------------------------------------- Judge Kevin Carey entered an order on May 24, 2012, dismissing the Chapter 11 case of Tribune Co. subsidiary Publishers Forest Products Co. of Washington, Case No. 08-13201. All pleadings filed in the Debtors' Chapter 11 cases following the entry of this order will bear an amended caption, Judge Carey ruled. The Court granted the motion after a certification of no objection was served. Publishers Forest is not a guarantor of Tribune's obligations under the Senior Loan Agreement or the Bridge Loan Agreement. There are only two unsecured claims against Publishers shown on its schedules of assets and liabilities, each of which is owed to another Tribune entity. Moreover, three proofs of claim were filed by third-party creditors in Publishers' Chapter 11 case. Two of the claims, filed by The Travelers Indemnity Claim and Valuation Research Corporation, do not appear to be predicated on any independent business relationship with or liability incurred by Publishers. The third claim, filed by GBH Investments, LLC, asserted an unliquidated claim in the amount of "$10 million - $13 million" in connection with the environmental remediation of a piece of land in Anacortes, Washington. Publishers Forest disputes the GBH Claim because, among other things, the GBH Claim was filed well after the claims bar date. GBH has neither sought nor obtained an order from the Court to deem the GBH Claim as timely filed, and GBH's counsel has withdrawn its appearance in the Debtors' Chapter 11 cases. Section 1112(b) of the Bankruptcy Code allows the Court to dismiss a bankruptcy case "for cause" and states in pertinent part that the court will convert a case under this chapter to a case under chapter 7 or dismiss a case under this chapter, whichever is in the best interest of creditors and the estate, for cause. James F. Conlan, Esq., at Sidley Austin LLP, in New York, argues that "cause" to dismiss Publishers' Chapter 11 case exists because (i) it has no material assets, (ii) it has no active business to reorganize, (iii) the Debtors have determined that Publishers has no value to their business operations going forward, (iv) Publishers is not a party to the Plan, and (v) any claims against Publishers will receive little or no recovery whether or not Publishers remains in Chapter 11. Specifically, the Debtors have no records that indicate that Publishers has had any operations since it divested the Land in 1984, Mr. Conlan discloses. Its sole asset consists of mineral and similar rights relating to certain real property in Washington state (unrelated to the Land), which have no material value and will not be utilized in the Debtors' ongoing business, he says. Following the Debtors' determination that Publishers has no value to the business enterprise going forward, the Debtors removed Publishers from the list of Debtors that would be parties to the Plan in February 2012, he states. More importantly, as a stand-alone entity not party to the Plan, Publishers has no realistic prospect of reorganizing in Chapter 11, Mr. Conlan maintains. Publishers will neither have an active business going forward nor be a useful part of the Debtors' business enterprise, and claims against it would receive little or no recovery, he asserts. On the contrary, the presence of the GBH Claim against Publishers may present a substantial hurdle to proposing and consummating a Chapter 11 plan for Publishers, he stresses. He however assures the Court that dismissal does not prejudice any of the creditors of Publishers' estate, because those parties will retain the ability to pursue their claims in an appropriate non-bankruptcy forum, including in connection with any dissolution of Publishers under Washington state law. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wins Additional Extension of Stay of Avoidance Suits ---------------------------------------------------------------- Judge Kevin Carey granted Tribune Co. and its affiliates an extension of the "Termination Date" in the order staying avoidance actions commenced by the Debtors pursuant to Section 546(a) of the Bankruptcy Code through and including the date that is 90 days after the effective date of the Fourth Amended DCL Plan. The Court entered the order after a certificate of no objection was served. Meanwhile, the Official Committee of Unsecured Creditors in Tribune Co. asks the U.S. Bankruptcy Court to further extend through and including 90 days after the effective date of a confirmed plan of reorganization: (a) the stay of certain actions commenced by the panel by amending the definition of "Termination Event" in the orders granting the Creditors' Committee standing to prosecute certain actions on behalf of the Debtors' estates; and (b) the time to complete service of process on the defendants in certain adversary proceedings under Rule 4(m) of the Federal Rules of Civil Procedure. Pursuant to the Standing Orders, the Creditors' Committee originally filed two actions related to the failed leveraged buy- out: (i) The Official Committee of Unsecured Creditors of Tribune Company, et al. v. Dennis J. FitzSimons, et al., Adversary Proceeding No. 10-54010; and (ii) The Official Committee of Unsecured Creditors of Tribune Company, et al. v. IPMorgan Chase Bank N.A., et al., Adversary Proceeding No. 10-53963. The amended complaint in the Lender Action names as-yet- unidentified defendants as Does 1 to 100, and also identifies representative class defendants on behalf of two classes of defendants. By orders of the Court, July 2, 2012 is (i) the current deadline for expiration of the stay of the Lender Action and (ii) the current deadline for service of the Lender Action complaint. The Lender Action included claims against certain lenders to Tribune and certain advisors to Tribune. The claims against the senior lenders to Tribune in the Lender Action will be settled if the DCL Plan is confirmed. However, claims against certain advisors will not be settled if the DCL Plan is confirmed. The Creditors' Committee sought and obtained permission to sever the Advisor Claims. The stay in the FitzSimons Action is currently scheduled to end on June 1, 2012. A fully briefed and unopposed motion is pending before the MDL Court to extend the Rule 4(m) deadline in the FitzSimons Action (and all other MDL cases) to August 31, 2012. On April 2, 2012, the Creditors' Committee filed a complaint asserting the Advisor Claims and initiated a separate adversary proceeding for the Advisor Claims styled The Official Committee of Unsecured Creditors of Tribune Company, et al. v. Citigroup Global Markets Inc., et al., Adv. Proc. No. 12-50446. The Advisor Action has been identified as a potential tag-along action to the MDL. On April 4, 2012, the United States Judicial Panel on Multidistrict Litigation issued a conditional transfer order to transfer the Advisor Action into the MDL. The defendants in the Advisor Action filed a Motion to Vacate CTO-4 to which the Creditors' Committee responded. The Motion to Vacate remains pending before the MDL Panel. The confirmation hearing on the DCL Plan is currently scheduled to commence on June 7, 2012. The stay of the Advisor Action will expire on June 1, 2012. Also, it is not likely that the effective date of a confirmed plan of reorganization for Tribune will occur prior to the expiration of the stay of the Lender Action and Preference Actions on July 2, 2012. Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware, asserts that sought extension in the stay will conserve estate resources by avoiding litigation of the claims in the Lender Action that will be resolved by the DCL Plan, assuming it is confirmed, and will leave to the Debtors the decision how to proceed with respect to the Preference Actions following confirmation of the DCL Plan. The extension of the Stay will not prejudice any of the defendants, who will similarly conserve their resources until a final resolution is reached on the DCL Plan, he stresses. An extension will permit the parties to focus on confirmation and issues directly related to the DCL Plan, he maintains. He adds that any relief granted in the Advisor Action will be subject to amendment or modification by the MDL Court if CTO-4 becomes final and the Advisor Action is transferred to the MDL Court. The Bankruptcy Court will consider the Creditors' Committee's request on July 11, 2012. Objections are due no later than June 14. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Tribune CRO Don Liebentritt said it is possible the media company could emerge late in the third quarter of 2012. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIDENT MICROSYSTEMS: Map-X Audio Product Line Sold to CSR ---------------------------------------------------------- EE Times Asia reports that CSR plc has bought Trident Microsystems Inc.'s Map-X audio product line. According to the report, CSR did not reveal how much it paid for the product line but the company said the acquisition would allow it to build on its existing audio platform, enabling customers to more easily develop high performance home audio consumer electronics products. The report notes the Map-X processor is designed to deliver HD audio decoding and internet audio streaming for next generation home audio, AV receivers and soundbars. 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. TYSON FOODS: Moody's Raises Rating on Sr. Unsec. Notes to 'Ba1' --------------------------------------------------------------- Moody's Investors Service has assigned a definitive senior unsecured debt rating of Baa3 to $1 billion of senior unsecured guaranteed notes issued by Tyson Foods, Inc. and upgraded other long-term debt ratings of Tyson and its subsidiaries. Moody's also withdrew Tyson's Corporate Family Rating, Probability of Default Rating and Speculative Grade Liquidity rating. The rating outlook is stable. This concludes the review for possible upgrade that began on June 6, 2012 following Tyson's announcement that it had amended certain restrictive bank facility covenants and launched a senior unsecured guaranteed note offering to fund a cash tender offer for a large upcoming debt maturity. Rating Rationale Tyson's ratings reflect the company's large size and scale in three main proteins -- chicken, pork and beef -- that provide important earnings diversification within the protein processing industry that is volatile, highly competitive and generates low profit margins. The ratings also reflect meaningful improvements in Tyson's operating strategy in recent years that have focused on margin management and establishing a strong liquidity profile. The rating upgrades mainly reflect Tyson's sustained low leverage and the combined enhancements to the company's liquidity profile that resulted from the announced transactions. These enhancements include the removal of restrictive covenants from its bank credit facility, the successful issuance of $1 billion of 4.5% senior unsecured guaranteed notes, and the pending tender offer for its $810 million of 10.5% notes due 2014. The withdrawn Corporate Family Rating, Probability of Default Rating and Speculative Grade Liquidity rating are no longer applicable to Tyson, given its investment grade rating profile. Ratings Assigned: Tyson Foods, Inc.: $1 billion of 4.5% Senior Unsecured Guaranteed Notes at Baa3; Ratings Upgraded: Tyson Foods, Inc.: $810 million of 10.5% Senior Unsecured Guaranteed Notes to Baa3 from Ba1 (LGD4, 62%); Senior Unsecured Guaranteed notes to Baa3 from Ba1 (LGD4, 62%); Senior Unsecured Notes to Ba1 from Ba2 (LGD6, 90%); Tyson Fresh Meats, Inc.: Senior Unsecured MTN to (P)Baa3 from (P)Ba1 (LGD4, 62%) Ratings Withdrawn: Tyson Foods, Inc.: Corporate Family Rating; Probability of Default Rating; Speculative Grade Liquidity Rating. The rating outlook is stable. On June 6, 2012, Tyson issued $1 billion of 4.5% senior unsecured guaranteed notes (guaranteed by all Tyson subsidiaries), the proceeds from which will be used to tender for any and all of its $810 million 10.5% senior unsecured guaranteed notes due 2014. Moody's estimates that Tyson will pay up to $140 million to complete the tender offer (expected settlement on June 13, 2012), leaving approximately $50 million of net cash proceeds that will be added to current cash balances. Tyson also amend its existing $1 billion senior unsecured bank facility agreement to permit the $1 billion note issuance and to modify certain restrictive financial covenants. Specifically, this amendment replaced a leverage ratio covenant with a more flexible maximum 50% debt to capitalization covenant and tightened (to 3.75 times from 3.00 times) the interest coverage covenant. Moody's estimates that the amended covenants will provide additional covenant cushion to allow Tyson access its bank facility even in times of high earnings volatility that is typical of the protein industry. Proforma for the tender offer, Moody's estimates that Tyson will be able to comfortably maintain for the foreseeable future a minimum of $1.5 billion of liquidity (cash and committed bank line availability); an amount that Tyson will need to maintain in order to sustain its investment grade rating. An upgrade is not likely in the near-term, but Moody's could upgrade Tyson's ratings if the company maintains debt/EBITDA below 2.0 times and combined cash and external liquidity sources of at least $1.5 billion. In addition, Tyson will likely need to further diversify its sales into more value-added products and simplify its debt capital structure to warrant an upgrade. Moody's would consider downgrading Tyson's ratings if liquidity or operating performance deteriorates such that debt/EBITDA was sustained above 2.5 times, or combined cash and external liquidity sources fell below $1.5 billion. Tyson Foods, Inc. is one of the world's leading meat protein processors, with operations in beef, chicken and pork processing, as well as branded packaged foods. Sales for the last 12 months ended March 31, 2012 totaled $33.2 billion. The principal methodology used in rating Tyson Foods, Inc. was the Global Food - Protein and Agriculture Industry Methodology published in September 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. USEC INC: To Issue Additional 10MM Shares Under Savings Program --------------------------------------------------------------- USEC Inc. filed with the U.S. Securities and Exchange Commission a Form S-8 to register an additional 10,000,000 shares of its common stock which may be offered and sold to participants under the USEC Savings Program. The proposed maximum aggregate offering price is $7.1 million. A copy of the filing is available for free at: http://is.gd/60odno About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- supplies enriched uranium fuel for commercial nuclear power plants. The Company reported a net loss of $540.70 million in 2011, compared with net income of $7.50 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.54 billion in total assets, $2.79 billion in total liabilities and $752.40 million in total stockholders' equity. * * * USEC Inc. carries 'Caa1' corporate and probability of default ratings, with "developing" outlook, from Moody's, and 'CCC+' long term foreign issuer credit rating and 'CCC-' long term local issuer credit rating, with outlook "developing", from Standard & Poor's. In May 2010, S&P said that its rating and outlook on USEC Inc. are not affected by the announcement that Toshiba Corp. and Babcock & Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co., have signed a definitive investment agreement for $200 million with USEC. USEC INC: Tradewinds Global Ceases to Hold 5% Equity Stake ---------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Tradewinds Global Investors, LLC, disclosed that, as of May 31, 2012, it beneficially owns 4,568,835 shares of common stock of USEC Inc. representing 3.61% of the shares outstanding. Tradewinds previously reported beneficial ownership of 7,439,861 common shares or a 6.1% equity stake as of Dec. 31, 2011. A copy of the amended filing is available for free at: http://is.gd/wVQKST About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- supplies enriched uranium fuel for commercial nuclear power plants. The Company reported a net loss of $540.70 million in 2011, compared with net income of $7.50 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $3.54 billion in total assets, $2.79 billion in total liabilities and $752.40 million in total stockholders' equity. * * * USEC Inc. carries 'Caa1' corporate and probability of default ratings, with "developing" outlook, from Moody's, and 'CCC+' long term foreign issuer credit rating and 'CCC-' long term local issuer credit rating, with outlook "developing", from Standard & Poor's. In May 2010, S&P said that its rating and outlook on USEC Inc. are not affected by the announcement that Toshiba Corp. and Babcock & Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co., have signed a definitive investment agreement for $200 million with USEC. WACCAMAW BANK: Closed; First Community Bank Assumes All Deposits ---------------------------------------------------------------- Waccamaw Bank of Whiteville, N.C., was closed on Friday, June 8, by the North Carolina Office of the Commissioner of Banks, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with First Community Bank of Bluefield, Va., to assume all of the deposits of Waccamaw Bank. The 16 branches of Waccamaw Bank will reopen during its normal banking hours as branches of First Community Bank. Depositors of Waccamaw Bank will automatically become depositors of First Community Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Waccamaw Bank should continue to use their existing branch until they receive notice from First Community Bank that it has completed systems changes to allow other First Community Bank branches to process their accounts as well. As of March 31, 2012, Waccamaw Bank had $533.1 million in total assets and $472.7 million in total deposits. In addition to assuming all of the deposits of the failed bank, First Community Bank agreed to purchase approximately $515.3 million of the failed bank's assets. The FDIC will retain the remaining assets for later disposition. The FDIC and First Community Bank entered into a loss-share transaction on $330.6 million of Waccamaw Bank's assets. First Community Bank will share in the losses on the asset pools covered under the loss-share agreement. The loss-share transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers with questions about the transaction should call the FDIC toll-free at 1-800-451-1093. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/waccamaw.html The FDIC estimates that the cost to the Deposit Insurance Fund will be $51.1 million. Compared to other alternatives, First Community Bank's acquisition was the least costly resolution for the FDIC's DIF. Waccamaw Bank is the 28th FDIC-insured institution to fail in the nation this year, and the first in North Carolina. The last FDIC-insured institution closed in the state was Blue Ridge Savings Bank, Inc., Asheville, on Oct. 14, 2011. WELCOME PHARMACIES: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Welcome Pharmacies, Inc. 4646 Page Avenue Michigan Center, MI 49254 Bankruptcy Case No.: 12-53620 Chapter 11 Petition Date: June 1, 2012 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Thomas J. Tucker Debtor's Counsel: William R. Orlow, Esq. B.O.C. LAW GROUP, P.C. 24100 Woodward Avenue Pleasant Ridge, MI 48069 Tel: (248) 584-2100 E-mail: bocecf@boclaw.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 15 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb12-53620.pdf The petition was signed by Robert Paul Commet, president. WESTERN POZZOLAN: Court May Appoint Chapter 11 Trustee ------------------------------------------------------ The Bankruptcy Court declined to grant the request of the U.S. government to have the Chapter 11 case of Western Pozzolan Corp. converted to a liquidation under Chapter 11. However, the Court said it will consider appointing a chapter 11 trustee in the case if the Debtor fails to file certain tax returns by June 30. The U.S. government, on behalf of the Internal Revenue Service, sought conversion of the Debtor's case to a liquidation under Chapter 7 of the Bankruptcy Code, citing the Debtor's failure to file tax returns that came due post-bankruptcy. The IRS filed an amended proof of claim in the case asserting secured tax claims totaling $308,104, unsecured priority tax claims totaling $24,694, and unsecured general tax claims totaling $6,125 (claim 4-2). Many of the unsecured priority tax claims have been estimated due to returns that were not filed in the Debtor's prior case. The Debtor's corporate income tax return for 2011 was due on March 15, 2012. That return has not been filed. The Debtor also failed to file corporate income tax returns that came due during the prior case. The Court directed the Debtor to file its corporate income tax returns for the years 2009, 2010, and 2011; Form 941 employment tax returns for the second, third, and fourth quarters of 2011 and for the first quarter of 2012; Form 940 employment tax return for 2012; and all tax, penalty, and interest with respect to its Form 941 employment tax return for the first quarter of 2012, by the June 30 deadline. The Court directed the Debtor to timely file all future employment tax returns and make all deposits and payments as required by law. Western Pozzolan is seeking an extension through Aug. 28, 2012, of the exclusive periods within which it must file a Chapter 11 plan, saying it is in the process of negotiating postpetition financing with the Regional Economic Development and Investment Group in an attempt to secure funding for ongoing operations of the business. The Debtor said that based on its projections for income and expenses, it foresees a high likelihood of a lucrative business going forward as long as the Debtor can adequately deal with the issues it has surrounding its debt load. The Debtor's previous attorney, Jeremy Mondejar, Esq., is no longer employed as attorney for the Debtor as of April 27, 2012, and Matthew Q. Callister, Esq,. is assuming full responsibility for the case as of April 27. Court papers filed by the Debtor indicate there are $10.82 million in assets against $11.79 million in debts, including $11.41 million in secured claims. The Debtor also said it expects to realize $16.28 million in revenue through 2016 if the Debtor is allowed to continue to operate. Given its projected income through the next four years it becomes clear that the Debtor has the ability to propose a plan that places all creditors in a position that exceeds expectations they might have under a Chapter 7 liquidation. About Western Pozzolan Corp. Western Pozzolan Corp. filed a bare-bones Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 12-11040) in Las Vegas, Nevada, on Jan. 30, 2012. Judge Mike K. Nakagawa is assigned to the case, taking over from Judge Linda B. Riegle. Matthew Q. Callister, Esq., at Callister & Associates, serves as the Debtor's counsel. The Debtor estimated assets of $10 million to $50 million and debts of up to $10 million. The petition was signed by James W. Scott, vice president. According to its Web site, Western Pozzolan operates the Long Valley Pozzolan Plant in Lassen County, California. Activities include mining, processing, developing and marketing Pozzolan for a variety of applications for which this inorganic, industrial mineral is uniquely suited. According to the Troubled Company Reporter's records, Western Pozzolan first filed for bankruptcy protection (Bankr. D. Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010. The U.S. Trustee appointed three creditors to the Official Committee of Unsecured Creditors. WOLF CREEK: Second Amended Joint Plan Declared Effective -------------------------------------------------------- The Second Amended Joint Plan of Reorganization of Wolf Creek Properties, LC, and the Unsecured Creditors Committee, dated March 21, 2012, as modified, was declared effective May 31. The Plan was confirmed by Judge Joel T. Marker on May 16, 2012. A hearing to approve the Plan was held May 3. The Plan provided for an auction of substantially all of the Debtor's assets. Secured Creditors are provided two options: (1) they can elect to accept a quitclaim deed to the respective Secured Creditor or its nominee and, if they so desire, can bring an adversary proceeding within the stated time period to assert a deficiency; or (2) the Collateral of the Secured Creditors will be included in an auction, which was slated for June 1, 2012. The Debtor's unencumbered assets were to be sold at the auction. Proceeds from the auction will be set aside to pay the costs of the auction, further administration of the Estate, payment of United States Trustee Fees, and distributions to creditors. The unencumbered tangible personal property and equipment of the Debtor and Wolf Mountain, LC were also slated to be sold in the auction. Wolf Mountain, LC shall use its portion of the Net Proceeds to pay its creditors, and then upstream the balance of the funds to the Reorganized Debtor, which were to be placed in a Plan Disbursement Account. If there are sufficient funds in the Plan Disbursement Account to pay all Allowed Unsecured Claims in full, interest will be added to those claims from the Petition Date at the Plan Interest Rate. The Plan Confirmation Order approved the retention of Erkelens & Olson Auctioneers. One notable exception to the general summary of the Plan is the treatment of Classes 6 and 8, being the Allowed Secured Claims of Capon Capital and Marriott Construction. Capon Capital holds a lien against two separate parcels of real property referred to in the Plan as Parcel 0001 and Parcel 0064. Marriott Construction also holds a mechanics lien against Parcel 0064. There is a dispute between Capon Capital and Marriott Construction as to whose lien is in first position on Parcel 0064. Because of this priority dispute, the Debtor cannot grant a quitclaim deed to either of the Creditors because it is unclear who should receive said deed. However, on the Plan Effective Date, the Debtor was to deliver a quitclaim deed for Parcel 0001 to Capon Capital or its nominee, and deliver two quitclaim deeds into the custody of the law firm of Kirton & McConkie for Parcel 0064, one to Capon Capital, and one to Marriott Construction. When the priority dispute is resolved between the two Creditors, Kirton & McConkie will deliver the appropriate quitclaim deed to the winning party, and destroy the other quitclaim deed. Capon Capital and Marriott Construction will have the right to bring an adversary proceeding to assert a deficiency claim within the deadlines stated in the Plan. In January, one of the Debtor's secured creditors, America First Federal Credit Union, sought conversion of the case to a liquidation under Chapter 7, saying the Debtor has failed to perform under the parties' stipulation that required it by the end of 2011 to either file a plan or pursue a sale of America First's collateral and other assets, and to complete the asset sale by June 30, 2012. America First said it was owed $10.74 million as of the petition date, and $12.27 million as of April 2011. The Committee objected to the Conversion Motion, saying it was about to file its own Plan for the Debtor. The Confirmation Order provided that America First is oversecured as of the Effective Date, and was given the right to credit bid for the America First Collateral during the auction up to the Allowed amount of $10.74 million set forth in its proof of claim, plus additional interest. A day before the Plan hearing, the Debtor and the Committee struck a deal with Farm Bureau Life Insurance Company of Michigan to set aside unresolved issues regarding Farm Bureau's cash collateral. The Debtor accumulated roughly $185,000 of cash to which Farm Bureau asserts a claim as cash collateral. Farm Bureau voted in favor of the Plan. Pursuant to the Stipulation approved by the Court, the Debtor, Committee, and Farm Bureau were in good faith negotiations to resolve their various claims to the Cash Collateral, and believe that with additional time they can reach an agreement. The Debtor, the Committee, and Farm Bureau stipulate that the matter does not need to be resolved between them at the Confirmation Hearing, and that in the event they are not able to reach agreement in the near future, they consent to shortened notice and objection periods such that the issue can be heard by the Court before the Plan Effective Date, or if such a hearing cannot be accommodated by the Court's schedule, to delay payment of the Cash Collateral after the Plan Effective Date until the Court can hear the matter. Pursuant to the Notice of Plan Effective Date, the deadline for all parties to a rejected executory contract or unexpired lease to file a proof of claim with the Bankruptcy Court setting forth their rejection damage claims is July 2, 2012. All requests for payment of an Administrative Claim, including but not limited to all requests for final allowance of fees and costs owed to estate professionals, is July 30. About Wolf Creek Properties Eden, Utah-based Wolf Creek Properties, LC, filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Utah Case No. 10-27816). Miller Guymon, P.C. represented the Debtor as counsel. Wolf Creek disclosed $86,496,598 in assets and $20,646,001 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors hired Berkeley Research Group as financial advisors. The Committee is represented by: Michael R. Johnson, Esq. Douglas M. Monson, Esq. Brent D. Wride, Esq. RAY QUINNEY & NEBEKER P.C. 36 South State Street, 14th Floor P.O. Box 45385 Salt Lake City, UT 84145-0385 Telephone: (801) 532-1500 Facsimile: (801) 532-7543 E-mail: mjohnson@rqn.com dmonson@rqn.com bwride@rqn.com WOK ACQUISITION: Moody's Rates $300MM Sr. Unsecured Notes 'Caa1' ---------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Wok Acquisition Corp.'s proposed $300 million guaranteed senior unsecured notes due 2020. Moody's also assigned a Ba3 rating to the company's proposed $70 million senior secured revolving credit facility and $280 million senior secured term loan. In addition, Moody's assigned Wok Acquisition a B2 Corporate Family Rating (CFR) and Probability of Default Rating (PDR). The rating outlook is stable. Proceeds from the proposed financing along with up to $550 million in cash common equity provided by Centerbridge Partners, L.P. (Centerbridge) will be used to acquire all outstanding common stock of P.F. Chang's China Bistro, Inc. (PF Chang) for $51.50 per share. Upon the successful closing of the acquisition, Wok Acquisition will be merged with and into P.F. Chang's, which will be the surviving entity. Ratings are subject to Moody's review of final documentation and the execution of the transaction as proposed. This is the first time Moody's rates this debt for Wok Acquisition. Ratings assigned are: Corporate Family Rating at B2 Probability of Default Rating at B2 $70 million guaranteed senior secured revolver due 2017 at Ba3 (LGD 2, 23%) $280 million guaranteed senior secured term loan due 2019 at Ba3 (LGD 2, 23%) $300 million guaranteed senior unsecured notes due 2020 at Caa1 (LGD 5, 78%) The rating outlook is stable. Ratings Rationale The B2 Corporate Family Rating reflects Wok Acquisition's high leverage and modest coverage, and soft consumer spending environment that will continue to pressure weak customer traffic trends, earnings and debt protection metrics. The ratings are supported by the company's high level of brand awareness, reasonable scale, a more strategic focus on driving traffic, cost saving initiatives, and good liquidity. The stable outlook reflects Moody's view that the company's more strategic focus on menu innovation, promotions, and pricing should help to stabilize negative traffic trends. These initiatives along with various cost saving plans already in place should improve leverage at the restaurant level and result in improved earnings and debt protection metrics. The outlook also expects that management maintains a moderate financial policy and that liquidity remains good. Moreover, although a material and permanent reduction in funded secured debt levels may not result in upward ratings pressure for the Corporate Family Rating it could have positive ratings implications for the individual debt instrument ratings. Given the expectation that weak traffic trends will continue over the intermediate term a higher rating over the intermediate term is unlikely. However, factors that could result in an upgrade include a sustained improvement in earnings driven by positive operating trends, particularly a stabilization of traffic, and lower costs. Specifically, an upgrade would require debt to EBITDA of about 4.5 times and EBITA coverage of interest above 2.0 times on a sustained basis. Factors that could result in a downgrade include an inability to stabilize negative traffic trends or a deterioration in operating performance that results in an inability to improve credit metrics over the intermediate term. Specifically, a downgrade could occur if debt to EBITDA exceeded 5.5 times or EBITA to interest fell below 1.2 times on a sustained basis. The principal methodology used in rating Work Acquisition was the Global Restaurant Industry 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. P.F. Chang's China Bistro, Inc., owns and operates restaurants under the brand names PF Chang's China Bistro (Bistro) and Pei Wei Asian Diner (PW) in the casual and fast casual dining segment of the restaurant industry. Annual revenue is about $1.3 billion. YUCCA SPRINGS: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Yucca Springs, LLC 6370 Wetzel Court Reno, NV 89511 Bankruptcy Case No.: 12-51294 Chapter 11 Petition Date: June 4, 2012 Court: U.S. Bankruptcy Court District of Nevada (Reno) Judge: Bruce T. Beesley Debtor's Counsel: Gloria M. Petroni, Esq. PETRONI & NICHOLS, LTD. 417 W. Plumb Lane Reno, NV 89509 Tel: (775) 786-7600 Fax: (775) 786 7764 E-mail: topgun@renolaw.biz 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 three largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nvb12-51294.pdf The petition was signed by Allan J. Siemons, managing member. * Moody's Says May Global Spec-Grade Corp. Default Rate Up 2.7% --------------------------------------------------------------- Moody's Investors Service's trailing 12-month global speculative- grade corporate default rate rose to 2.7% in May, up from 2.6% in April, says Moody's Investors Service in its monthly default report. A total of 31 Moody's rated corporate debt issuers have defaulted so far this year, five of which defaulted in May. Moody's "May Default Report" is now available, as are Moody's other default research reports, in the Ratings Analytics section of Moodys.com. "Defaults continue at the pace we expected," notes Albert Metz, Managing Director of Credit Policy Research. "But spreads have widened and the economic recovery continues to disappoint. We are expecting a modest increase in the default rate over the next few months." In the US, the speculative-grade default rate ended May at 3.1%, slightly up from the previous month's level of 3.0%, while in Europe the rate eased to 2.7% from 2.8% in April. At this time last year, the US rate was 2.7% and the European default rate was 2.1%. Based on its forecasting model, Moody's expects the global speculative-grade default rate to rise to 3.1% by the end of 2012, and decrease to 3.0% in May 2013. These rates are relatively low compared to the historical average of 4.8% since 1983. Across industries, Moody's expects default rates to be highest in the Consumer Services sector in the US and the Retail sector in Europe. By dollar volume the global speculative-grade bond default rate edged higher to 1.8% in May from 1.7% in April. Last year, the global dollar-weighted default rate stood at 1.5% in May. In the US, the dollar-weighted speculative-grade bond default rate ended May at 1.6%, also slightly higher than the 1.5% level in April. The comparable rate was 1.4% in May 2011. In Europe, the dollar-weighted speculative-grade bond default rate held steady from April to May, at 2.3%. At this time last year, the European speculative-grade bond default rate was 2.0%. Moody's distressed index rose to 18.6% in May from 17.0% in April. A year ago, the index was much lower at 6.6%. The distressed index is a measure of the percentage of high-yield issuers that have debt trading at distressed levels. Two Moody's-rated issuers defaulted last month, lifting the leveraged loan default rate to 1.9% in May from 1.8% in April. A year ago, the loan default rate was 2.2%. * Moody's Says Power Generation Shift Prompts Credit Uncertainty ---------------------------------------------------------------- A slow shift in the US electric power generation mix that favors natural gas and renewable energy sources at the expense of coal also brings risks that will linger for some time, says Moody's Investors Service in a new report. Moody's has also issued a separate outlook report on US public power electric utilities. "A sustained period of low natural gas prices makes natural gas the preferred fuel for generating electricity, economically trumping all other alternatives," said Moody's Jim Hempstead, author of the report: "Shift in Electric Generation Mix Favors Natural Gas, Renewables at the Expense of Coal." In the report, the rating agency analyzes changes in the sector likely to take place in the coming decade and their potential credit implications, and finds that the shift will be gradual. That's because electric generation assets are capital-intensive and long- lived, and because public power utilities, regulated utilities, and their local regulatory authorities will seek to maintain a diversified generation mix, according to Moody's. "From a credit perspective, the pace of change in the generation supply mix will also be gradual, leaving a reasonable amount of time for issuers to take proactive steps to revise their plans and mitigate the risks," said Mr. Hempstead. "We see the regulated and public power utilities as better positioned to adapt to these shifts than the unregulated power companies and merchant power projects." The growth rate in total US electric power volumes will be modest over the next 10 years, says Moody's. US economic expansion will help increase energy sales but improvements and a more aggressive deployment of energy efficiency will offset much of the potential gain. "Increased demand for natural gas generation supplies will raise prices at the margin, but will not be sufficient to rebalance the fundamentals behind natural gas production and demand," said Hempstead. "We think natural gas prices would need to reach approximately $7.00 - 8.00/mcf before the sector will begin to aggressively switch back to other fuel sources." As for which generation alternatives will be available under a high natural gas price scenario, Moody's suggests renewables could become big winners, especially wind and solar. Still, even as renewable growth continues to gain traction, its contribution to total US volumes is not expected to reach 10% by 2020. As the brunt of the power shift takes place, coal volumes will decline to approximately 30% of total US electric volumes by 2020, down from 50% in 2009. However, elected officials might intervene to help coal-dependent issuers in the Appalachian and Illinois Basin regions. "Generation switching from coal to natural gas is limited by physical constraints, including growing coal piles at many plants," said Hempstead. "We think the switching has largely run its course, and are now focused on potential costs and future litigation risks associated with boilers and rail transportation contracts." Nuclear generation, which continues to move forward in the US, though slightly behind schedule, was also examined in the Moody's report. "Existing nuclear facilities are experiencing heightened scrutiny, and several have experienced extended outages for inspections and improvements," said Hempstead. In its outlook report on public power electric utilities, "Outlook Stable Amidst Regulatory Pressures that Affect Affordability," Moody's concludes that the stable outlook reflects the sector's strong business model and stable financial metrics. "Nonetheless, state and federal environmental regulatory requirements pose uneven regional impacts and that the costs of compliance are beginning to be passed along to consumers affecting affordability," said Moody's Senior VP Dan Aschenbach, co-author of the report. "While pressures on the business model warrant monitoring, the sector's financial metrics should remain stable." * Moody's Says US Surety Sector to Face Higher Claim Costs ---------------------------------------------------------- The US surety sector performed well through the financial crisis and continues to enjoy strong profitability, but because claims activity typically lags economic activity, higher claim costs are likely in 2012--13, Moody's Investors Service says in a new report, "US Surety Market: Sector Profile." Surety companies provide bonding capacity in connection with mainly government- related infrastructure construction contracts, which together with other commercial construction and trade contracts account for a significant portion of US economic activity. "Surety underwriting trends are closely tied to the strength of the economy and to federal, state and municipal governments' infrastructure spending and development," says Vice President and author of the report Alan Murray. "Claims activity generally lags economic deterioration, however, so we expect to see higher claim costs emerge over the next one to two years, particularly among small and mid-sized contractors." Murray notes also that the surety business was sustained following the crisis partly by the Federal government's economic stimulus program (the American Recovery and Reinvestment Act of 2009) through infrastructure spending. The expiration of that program, however, together with the slow recovery in privately financed construction projects, has led to intense bidding competition among contractors, and so to pricing pressures for surety underwriters. Although strong profit margins have attracted new entrants to the surety market in recent years, ongoing competitive challenges for both surety writers and contractors, in addition to the likely emergence of higher claim losses, could thin the ranks of active market participants going forward. Super-regional and national surety companies that back large contractors with strong financial profiles and work flows would benefit in this situation, at the expense of smaller players. Murray also warns of potential risks of "creative financings" in the current environment, where strains on local government budgets have prompted the cancellation, postponement or financial restructuring of public works projects. Although surety companies are not liable in the case of officially cancelled or postponed projects, he says, the recent emergence of future-funded and other alternative-financed projects could expose underwriters to large losses if contracts are not properly underwritten. * Moody's Says Weak Performance in US Malls May Lead to Scrunity ---------------------------------------------------------------- With the performance gap between stronger and weaker retail malls growing, Moody's Investors Service says those malls whose ongoing viability is not assured require careful scrutiny in their CMBS credit analysis and may merit a recovery-based approach. "If Moody's determines that a mall's long-term viability is in doubt, we may introduce stress scenarios beyond those contemplated in our usual rating approach, which assumes long-term operational viability of the mall as the benchmark," says Tad Philipp, Moody's Director of Commercial Real Estate Research, and co-author of the Moody's report "US CMBS: Growing Gap between Strong and Weak Malls." "While the vast majority of the CMBS loans collateralized by regional malls that we have reviewed have been high quality, we have seen an increase in the share of malls that are not well suited to our standard approach because of our concerns about their long term viability," says co-author Robb Paltz. Moody's notes that when a marginal mall defaults, the losses on its loans can be well above those typical for a commercial loan. "Renovating or reconfiguring an underperforming mall costs many millions of dollars," says Mr. Philipp. "What's more, should the location lose its viability for retail altogether value would revert to land less demolition cost for an even greater loss," adds Mr. Paltz. Although the majority of loans within CMBS have 10-year terms, they also generally have a significant balance outstanding at maturity that will need to be refinanced. Therefore, Moody's looks at the viability of property over the next 20 plus years. Moody's says that strong malls have benefited from a flight to quality properties among retailers, and are enjoying tenant renewals and expansions. Weak malls, in contrast, have been struggling against pressures such as the sluggish economic recovery and more competition for shopping dollars not only from online merchants but also other brick and mortar retail formats such as outlets, power centers and lifestyle centers. To differentiate winners and losers, Moody's has identified numerous characteristics that help identify which regional malls will be able to retain or attract tenants. Attributes include being the dominant or only mall within a trade area, having four or more department stores as anchors, and tenant sales averaging greater than $450 per square foot. * BOND PRICING -- For Week From May 28 to June 1, 2012 ------------------------------------------------------ Company Coupon Maturity Bid Price ------- ------ -------- --------- AMBAC INC 9.375 8/1/2011 21.419 AMBAC INC 9.5 2/15/2021 21 AMBAC INC 7.5 5/1/2023 17.003 AMBAC INC 6.15 2/7/2087 1.75 AES EASTERN ENER 9 1/2/2017 26.5 AGY HOLDING COR 11 11/15/2014 40.25 AHERN RENTALS 9.25 8/15/2013 62 ALION SCIENCE 10.25 2/1/2015 42.25 AMR CORP 9 8/1/2012 46 AM AIRLN PT TRST 10.18 1/2/2013 67.55 AM AIRLN PT TRST 7.379 5/23/2016 31 A123 SYSTEMS INC 3.75 4/15/2016 21.75 ATP OIL & GAS 11.875 5/1/2015 52.25 ATP OIL & GAS 11.875 5/1/2015 52.25 ATP OIL & GAS 11.875 5/1/2015 53.25 BAC-CALL06/12 5.85 12/15/2022 100 BAC-CALL06/12 6.7 12/15/2026 100 BAC-CALL06/12 6.8 6/15/2027 100 BAC-CALL06/12 6.125 12/15/2027 100 BAC-CALL06/12 5.75 11/15/2028 99.95 BAC-CALL06/12 6.2 6/15/2029 100 BAC-CALL06/12 6.25 6/15/2029 100 BAC-CALL06/12 6 12/15/2032 100 BAC-CALL06/12 6.25 5/15/2036 100 BAC-CALL06/12 6.2 6/15/2036 100 BAC-CALL06/12 6.3 6/15/2036 100 BROADVIEW NETWRK 11.375 9/1/2012 76.875 BUFFALO THUNDER 9.375 12/15/2014 37 CHRCH CAP FNDING 6.6 5/15/2013 25 DELTA AIR 1993A1 9.875 4/30/2049 19.26 DIRECTBUY HLDG 12 2/1/2017 17.625 DIRECTBUY HLDG 12 2/1/2017 18 EDISON MISSION 7.5 6/15/2013 55.61 EASTMAN KODAK CO 7.25 11/15/2013 12.878 EASTMAN KODAK CO 7 4/1/2017 10.26 EASTMAN KODAK CO 9.95 7/1/2018 11.571 EASTMAN KODAK CO 9.2 6/1/2021 11 ENERGY CONVERS 3 6/15/2013 45 EVERGREEN SOLAR 13 4/15/2015 42 GLB AVTN HLDG IN 14 8/15/2013 26.8 GMX RESOURCES 5 2/1/2013 77.001 GMX RESOURCES 5 2/1/2013 78 GLOBALSTAR INC 5.75 4/1/2028 49.25 HAWKER BEECHCRAF 8.5 4/1/2015 17.5 HAWKER BEECHCRAF 8.875 4/1/2015 17.25 HAWKER BEECHCRAF 9.75 4/1/2017 3.05 ELEC DATA SYSTEM 3.875 7/15/2023 95 JAMES RIVER COAL 4.5 12/1/2015 36.5 KENDLE INTL INC 3.375 7/15/2012 95.75 LEHMAN BROS HLDG 0.25 12/8/2012 22 LEHMAN BROS HLDG 0.25 12/8/2012 22 LEHMAN BROS HLDG 1 12/9/2012 22 LEHMAN BROS HLDG 1.5 3/29/2013 22 LEHMAN BROS HLDG 1 10/17/2013 22 LEHMAN BROS HLDG 0.25 12/12/2013 22 LEHMAN BROS HLDG 0.25 1/26/2014 22 LEHMAN BROS HLDG 1.25 2/6/2014 22 LEHMAN BROS HLDG 1 3/29/2014 22 LEHMAN BROS HLDG 1 8/17/2014 22 LEHMAN BROS HLDG 1 8/17/2014 22 LEHMAN BROS INC 7.5 8/1/2026 10.25 LIFECARE HOLDING 9.25 8/15/2013 59.65 MASHANTUCKET PEQ 8.5 11/15/2015 9.25 MASHANTUCKET PEQ 8.5 11/15/2015 8.25 MASHANTUCKET TRB 5.912 9/1/2021 9.25 MF GLOBAL LTD 9 6/20/2038 45.875 MANNKIND CORP 3.75 12/15/2013 53 NEWPAGE CORP 10 5/1/2012 4.625 NETWORK EQUIPMNT 7.25 5/15/2014 33 OSI PHARMACEUTIC 3 1/15/2038 79.51 PATRIOT COAL 3.25 5/31/2013 60.075 PMI GROUP INC 6 9/15/2016 20.525 PENSON WORLDWIDE 8 6/1/2014 27.752 PENSON WORLDWIDE 12.5 5/15/2017 41.5 POWERWAVE TECH 3.875 10/1/2027 20.375 POWERWAVE TECH 3.875 10/1/2027 18.941 RAD-CALL06/12 9.375 12/15/2015 101.8 REDDY ICE HLDNGS 10.5 11/1/2012 55.5 REDDY ICE CORP 13.25 11/1/2015 28.2 RESIDENTIAL CAP 6.5 4/17/2013 19 RESIDENTIAL CAP 6.875 6/30/2015 18.5 ISTAR FINANCIAL 5.5 6/15/2012 100 THORNBURG MTG 8 5/15/2013 8 TOUSA INC 9 7/1/2010 16.9 TOUSA INC 9 7/1/2010 31 TRAVELPORT LLC 11.875 9/1/2016 35.125 TRAVELPORT LLC 11.875 9/1/2016 39.25 TIMES MIRROR CO 7.25 3/1/2013 31.5 TRIBUNE CO 5.25 8/15/2015 36.815 TRICO MARINE 3 1/15/2027 0.75 TRICO MARINE 3 1/15/2027 0.031 TERRESTAR NETWOR 6.5 6/15/2014 10 TEXAS COMP/TCEH 7 3/15/2013 15 TEXAS COMP/TCEH 10.25 11/1/2015 21.625 TEXAS COMP/TCEH 10.25 11/1/2015 22.5 TEXAS COMP/TCEH 10.25 11/1/2015 23 TEXAS COMP/TCEH 15 4/1/2021 33.75 TEXAS COMP/TCEH 15 4/1/2021 29.5 USEC INC 3 10/1/2014 39 WASH MUT BANK FA 6.875 6/15/2011 0.01 WASH MUT BANK FA 5.65 8/15/2014 0.01 WASH MUT BANK FA 5.125 1/15/2015 0.01 WASH MUT BANK NV 6.75 5/20/2036 0.875 ********* 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 ***