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BERRY PLASTICS: Apollo & Graham Extends $2.25 Bil. Purchase Offer
BERRY PLASTICS: Apollo Merger Cues Moody's to Review Ratings
BIJOU-MARKET: Mohamed Poonja Assigned as Claimants' Representative
BLUE BEAR: Wants to Employ Roller to Auction Some Equipment
BWAY CORP: S&P Rates Proposed $295 Million Bank Facilities at B+
CAL QUAKE: Moody Puts Ba3 Rating on $47.5 Million Variable Notes
CANARY CREEK: Case Summary & 12 Largest Unsecured Creditors
CENTENNIAL COMMS: Fitch Assigns Junk Rating to Sr. Unsecured Notes
CHATTEM INC: S&P Affirms BB- Rating & Revises Outlook to Stable
CHESAPEAKE ENERGY: Fitch Rates $500 Million Preferred Stock at B+
OGLEBAY NORTON: S&P Puts B Corp. Credit Rating with Stable Outlook
OLD HENRY: Case Summary & 16 Largest Unsecured Creditors
OPTA CORP: March 31 Balance Sheet Upside-Down by $5.5 Million
PARKWAY HOSPITAL: Wants Plan Filing Period Extended to July 31
PARKWAY HOSPITAL: Can File Notices of Removal Until July 31
SAINT VINCENTS: Tort Panel Presses for August 1 Claims Bar Date
SAINT VINCENTS: Ct. Approves Sale of Queens Assets to Caritas
SANDISK CORP: Guarantees Payment of 50% of Unit's Lease Debts
SERACARE LIFE: Gets Final Court Approval for Cash Collateral Use
SIERRA HEALTH: Can Draw up to $250 Mil. Under Amended Debt Pact
VIRTRA SYSTEMS: Appoints General Perry Dalby as CEO & Interim CFO
VITESSE SEMICONDUCTOR: Draws Additional $30MM from Tennenbaum
W.R. GRACE: Asks Court to Approve 2006-2008 Key Employee Plan
W.R. GRACE: Wants Fee Cap on Ordinary Course Professionals Hiked
WASI FINANCE: DBRS Puts Low-B Ratings on 7 Class Certificates
*********
The estate has filed a lawsuit against Ernst & Young, LLP, a
claimant, which may result in the recovery of additional monies
for the estate. If the estate is successful in the E&Y Lawsuit,
the Debtor believes there will be sufficient funds available for a
distribution to shareholders.
Ms. Brozman tells the Court that the Mediation Sessions resulted
in a settlement in principle of the Parties' disputes and the
Bankruptcy Court approved the parties' settlement agreement.
The Mediator asks the Court to discharge her and direct the
Parties to pay to Bingham McCutchen LLP the Mediator's fees and
expenses.
The Parties recognize and agree that consistent with Section 510
of the Bankruptcy Code and the absolute priority rule, except as
otherwise provided and unless otherwise agreed by the Creditor
Parties, there will be no distributions, other than junior CVV
Interests to the holders of the ACC Subordinated Notes or to
holders of equity interests in ACC.
The interest rate on the new $30 million Term Loan C will be LIBOR
plus 9.5%, payable at the option of the Debtors in cash each month
or in kind, with interest compounded on a monthly basis and due in
full on June 30, 2007.
The amendment also provides the Debtors with additional
availability by allowing the Debtors to pay interest in kind on
its existing $80 million Term Loan B, rather than pay such
interest monthly in cash, and reduces the interest rate on Term
Loan B to LIBOR plus 8.5%.
The amendment extends the maturity date of Term Loan B and the
existing $20 million Term Loan A from February 7, 2007 to June 30,
2007. The maturity date of the existing $130 million revolving
credit facility remains February 7, 2007. The amendment also
revises the existing financial covenants set forth in the facility
and waives all defaults under the facility, which defaults have
been previously disclosed by the Company.
The bankruptcy court has set a hearing for July 12, 2006 in regard
to the final order on the amendment to the credit facility.
For governmental units, the Claims Bar date is set on Sept. 12,
2006.
If the District will consider that issue, the Debtors ask Judge
Robreno to consider that:
(b) the Plan imposes upon the Asbestos PI Trust the costs and
expenses associated with resolving all Asbestos Personal
Injury Claims under the Asbestos PI Trust Distribution
Procedures, all of which costs and expenses will diminish
funds otherwise available to holders of Asbestos Personal
Injury Claims;
For these reasons, AWI, the Asbestos Committee, and Mr. Trafelet
ask the District Court to:
http://ResearchArchives.com/t/s?c85
When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities. (Armstrong Bankruptcy News, Issue No. 95; Bankruptcy
Creditors' Service, Inc., 215/945-7000)
Net sales increased 58% to $356 million for this quarter from
$225.3 million in the prior quarter. This $130.7 million increase
included approximately $21 million or 9% due to the pass through
of higher resin costs to its customers, increased base business
volume of approximately $1.3 million or 1%, and acquisition volume
of $108.4 million or 48%.
BERRY PLASTICS: Apollo & Graham Extends $2.25 Bil. Purchase Offer
-----------------------------------------------------------------
BPC Holding Corporation, the parent of Berry Plastics Corporation,
and the private equity firms Apollo Management, L.P. and Graham
Partners have signed a definitive agreement for Apollo and Graham
to acquire BPC Holding Corporation from Goldman Sachs Capital
Partners and JPMorgan Partners for an enterprise value of
$2.25 billion in aggregate consideration. The transaction is
subject to regulatory approval and other customary closing
conditions. The parties expect to complete the transaction by the
end of the third quarter. After the transaction, Apollo will own
a majority of Berry's common stock.
"The Graham Group is very pleased to partner with Apollo and the
outstanding management team Ira Boots has assembled at Berry in
the acquisition of the Company," said Steve Graham, Senior
Managing Principal at Graham Partners. "We believe Berry offers
an ideal platform to capitalize on the abundant growth
opportunities in the rigid plastic packaging industry."
Mr. Ira Boots will remain President and Chief Executive Officer
and the existing senior management team will continue to lead
Berry Plastics following the transaction. "This is a tremendous
opportunity for our business and employees to have an opportunity
to partner with Apollo and Graham Partners in the next phase of
Berry's evolution," said Mr. Boots. "We have successfully
executed our business strategy over the last few years thanks to
tireless work by our employees and loyal support from our
customers. We look forward to working with our new owners to
continue to build Berry into one of the strongest specialty
plastic packaging companies in the world."
Mr. Poonja charges an hourly rate of $475 for his services. The
Debtor assures the Court that Mr. Poonja does not hold any
interest adverse to the estate.
About Roller
The 'B+' rating, which is the same as the corporate credit rating,
and the '2' recovery rating indicate that the lenders can expect
substantial recovery of principal in the event of a payment
default.
The borrowers are Bway Corp. for the $50 million senior secured
revolving credit facility and the $190 million senior secured term
loan B, and ICL Industrial Containers ULC, an indirectly owned
100% Canadian subsidiary of Bway Corp., for the $5 million senior
secured revolving credit facility and the $50 million senior
secured term loan C.
Ratings List:
Bway Corp.:
Ratings Assigned:
Bway Corp.:
CAL QUAKE: Moody Puts Ba3 Rating on $47.5 Million Variable Notes
----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to the $47,500,000
Series 1 Class A Principal At-Risk Variable Rate Notes due June 6,
2008, issued by Successor Cal Quake Parametric Ltd., a special
purpose Cayman Islands exempted company for the benefit of Swiss
Reinsurance Company.
Vectren $1,000
Technicolor $13
With the USF program under review this year, the combination of a
slow-growing high-cost support fund and an ever increasing number
of wireless operators making claims on the fund has created
significant pressure on the program. The Federal Communications
Commission and Congress are expected to undertake reform on the
program although material uncertainty exists surrounding the
potential changes.
Fitch also would expect poor recovery prospects of 'RR6' for the
$550 million of unsecured debt at CYCL given the junior ranking of
the debt.
CHATTEM INC: S&P Affirms BB- Rating & Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Chattem
Inc. to stable from positive.
* the size and 'low risk' profile of its oil and gas reserves;
* For the 16 weeks ended May 22, 2006, the Company generated
earnings before interest, taxes, depreciation and
amortization and facility action charges of $55.2 million.
For the trailing four fiscal quarters, the Company generated
Adjusted EBITDA of $162.5 million. The trailing results
include an $11.0 million charge to purchase stock options
from the Company's former Chairman, which has not been added
back to earnings in the preceding calculation; and
"We are pleased to report net income of $16.2 million for the
first quarter, an improvement over the prior year's result despite
a pre-tax stock compensation expense of $1.8 million and the
impact of $10.1 million in additional income tax expense for the
quarter," Andrew F. Puzder, president and chief executive officer,
said.
Carl's Jr.
Hardee's
* * *
CLEAN HARBORS: Moody's Rates Proposed $30 Mil. Senior Loan at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
$30 million senior secured term loan facility of Clean Harbors,
Inc.
The proposed $30 million senior secured term loan facility along
with about $32.5 million of cash will be used to finance the
acquisition of Teris, L.L.C. from SITA U.S.A., Inc., a subsidiary
of Suez Environnement, S.A. for $52.5 million and to pay
associated transaction costs and expenses.
The outlook for the ratings was changed to positive from stable.
Objections
Morgan Stanley and Merrill Lynch & Co. are acting as joint book-
running managers of the offering.
Morgan Stanley
180 Varick Street 2/F
New York, NY 10014
Telephone (866) 718-1649
or
* * *
DANA CORP: Dana Canada Inks $100 Mil. Credit Pact With Citibank
---------------------------------------------------------------
Dana Canada Corporation and certain of its Canadian affiliates
entered into a credit agreement with:
* Citibank Canada,
* JPMorgan Chase Bank, N.A., Toronto Branch, and
* Bank of America, N.A., Canada Branch.
All of the loans and other obligations under the Canadian Credit
Agreement will be due and payable on the earlier of:
(i) the London interbank offered rate (LIBOR) plus a per annum
margin of 2.25%, or
(ii) the prime rate in Toronto plus a per annum margin of 1.25%
Dana Canada will pay a fee for issued and undrawn letters
of credit in an amount per annum equal to the applicable
LIBOR.
Under the Canadian Credit Agreement, Dana Canada and each of its
Canadian affiliates will be required to comply with customary
affirmative and negative covenants for facilities of that type.
Dana Canada must maintain a minimum availability under the
Canadian Credit Agreement.
The Court will consider the sale, the successful bidder, and
confirm the results of an auction, if any, at a Sale Hearing
scheduled on July 19, 2006, at 10:00 a.m.
On the closing date of the Sale, MobileAria Inc. will pay the
amounts owing for prepetition arrearages, if any, on contracts
that will be assumed and assigned. MobileAria's records reflect
that all postpetition amounts owing under the contracts have been
paid and will continue to be paid until the assumption and
assignment.
Objections
According to Mr. Fox, since Delphi does not actually employ any
of the Debtors' unionized employees, and will not realize any
direct benefit from reducing that workforce, there is no business
justification for Delphi to expend millions of dollars and incur
substantial liabilities to GM to fund an attrition program for
the benefit of its operating subsidiaries, which appear to be
insolvent.
Mr. Rosenberg urges the Court not view the new attrition programs
as "reasonably comparable" to the original attrition program with
the UAW.
Section 502(d) provides that the Court will disallow any claim of
any entity that is a transferee of a transfer avoidable under
Section 548 of the Bankruptcy Code, unless that entity or
transferee has paid the amount, or turned over any property, for
which that entity or transferee is liable.
The Debtors have taken the position that they will not respond to
discovery requests unless the party seeking discovery has filed
an objection in response to one of the Debtors' motions. The Ad
Hoc Equity Committee believes this position is a delay tactic
that results in needless expense to the Debtors' estates and to
the parties-in-interest.
The UAW, IUE-CWA, GM and Delphi have agreed to expand the menu of
voluntary attrition options to include a buyout provision. Mr.
Butler notes that not a single objector takes issue with paying
from $140,000 to $40,000 per employee to voluntarily give up their
employment and all retirement claims that the employee may have.
Delphi elected to enter into the agreement because it is directly
liable for CBA obligations, pension obligations and retiree
obligations, including other post-employment benefit.
Mr. Butler believes that implementing the UAW Supplement and the
IUE-CWA Special Attrition Program accelerates necessary attrition
and reducing the uncertainties and concerns over the impact of a
negotiated consensual resolution or a potential rejection of
labor agreements and modification of retiree benefits.
Mr. Resnick explains that unlike the UAW, the IUE-CWA does not
have flowback rights to GM. Thus, without further consideration
there would be no opportunity for IUE employees to retire as GM
employees. However, under the IUE-CWA Special Attrition Plan, GM
agreed to provide a "check the box" alternative to employees
exercising an early retirement option to allow them to retire as
GM employees instead of Delphi employees.
For those eligible Delphi IUE-CWA employees who "check the box,"
GM has agreed to assume Delphi's outstanding OPEB obligations to
those employees. In exchange, GM insisted that it would be
allowed to assert a prepetition unsecured claim for these
obligations. The Debtors agreed with the further understanding
that, in the event that GM asserts a claim, the Debtors will
retain the right to object to the economic value of that claim.
(d) assist and advise the Equity Committee with respect to its
communications with the general equity body regarding
significant matters in the Debtors' Chapter 11 cases;
Hedging Activity
Since the last operational update, the Company has entered into a
number of hedging contracts to mitigate commodity price volatility
through the end of 2007. The contracts are:
Natural Gas:
Crude Oil:
* * *
DOANE PET: Posts $5.4 Million Net Loss in Quarter Ended April 1
---------------------------------------------------------------
Doane Pet Care Company reported a $5,406,000 net loss for the
quarter ended April 1, 2006, compared to net income of $7,176,000
earned during the same period in the prior year.
* * *
About EaglePicher
The proofs of claim must be filed with the Debtors' claim agent,
Logan & Company, Inc., at:
Expected
Schedule No. Debtor Allowed Amount Distribution
------------ ------ -------------- ------------
10304968 ENW $1,691,797 $252,078
10701972 EIM 539,120 30,730
10701973 EESOI 117,000 18,837
(5) Accenture will waive and release all claims against the
Reorganized Debtors under Section 502(h) of the Bankruptcy
Code.
In the Form 8-K filed on April 20, 2006, Exide said that it had
begun examining a number of strategic alternatives -- including
the potential sale of the Company's European Industrial Energy
operations.
EXIDE TECHNOLOGIES: Reports $75 Mil. Rights Offering & Stock Sale
-----------------------------------------------------------------
Exide Technologies is planning to make a $75 million rights
offering of common stock to its shareholders. The subscription
price for the rights offering will be equal to 80% of the average
closing price per share of the Company's common stock for the 30
trading day period ending July 6, 2006, but it will not be higher
than $4.50 per share nor lower than $3.00 per share.
At that time, the Company had not completed its year-end filings,
reflecting audit concerns at Odyssey Re, but more significantly,
had not reduced the debt ratio in line with its own guidance.
Subsequently, the Company has completed its filings with no
financial restatement required.
The Current Abex Claimants do not believe that Eric D. Green, the
current FCR, can adequately represent the interests of the Future
Abex Claimants.
Pursuant to the Term Sheet, the Current FCR, the Debtors, and
Asbestos Committee filed the Whitley Action against the Current
Abex Claimants and other similarly situated personal injury
claimants with claims against Pneumo Abex. The Whitley Complaint
also requested relief against Future Abex Claimants.
The Whitley Action has not been dismissed. Ms. McGonigle relates
that the parties to the original Term Sheet continue to work
towards a revised but likely highly similar resolution of the
matter that will provide for inclusion of the Pneumo Protected
Parties in some sort of Section 524(g) trust scheme and the
channeling of all claims of the Current and Future Abex Claimants
to the trust.
The asbestos claims against the Debtors stem from seven principal
streams of liability:
The Current Abex Claimants assert that their request is not "too
late." Ms. McGonigle argues that is never "too late" to raise an
issue so central to the relief sought in the Debtors' Chapter 11
cases -- namely, an injunction that bars all future asbestos
claimants from proceeding against the Debtors and other protected
parties.
The claims of many of the Current Abex Claimants also did not
arise until after the Court's appointment of the Current FCR. To
bar them from raising the issue now when they did not yet even
have standing to do so then is violative of basic due process and
fairness, Ms. McGonigle maintains.
The U.S. Trustee has not filed any objections to the retention or
payment to Kenesis.
(2) Burns & Roe Enterprises, Inc. (Bank. D. N.J. Case No.
00-41610); and
(3) ACandS, Inc. (Bank. D. Del. Case No. 02-12687).
In the ACandS and Burns & Roe cases, Kenesis worked directly for
and was paid by Gilbert Heintz & Randolph, special counsel
retained by the debtors in those cases.
The U.S. Trustee and Kenesis believe the settlement terms are in
the best interests of the Debtors' estates and their creditors.
Richard L. Schepacarter, Esq., trial attorney for the U.S.
Trustee, in Wilmington, Delaware, says the Global Settlement
provides a framework for Kenesis' future retention in bankruptcy
cases in Region 3, and preserves the U.S. Trustee's ability to
object in any case in which it does not believe that Kenesis has
made full and fair disclosures in good faith.
The U.S. Trustee will not assert, at any time, any claim
or causes of action against Kenesis related to the issues
under the Settlement Agreement.
The Trust will pay to the Swap Provider a fixed payment of 5.390%
per annum and receive a floating payment at LIBOR from the Swap
Provider. In addition, the Certificate holders will receive the
benefits one interest rate cap agreements and one basis risk cap
agreement with Lehman Brothers Special Financing Inc.
Ratings Affirmed:
Ratings affirmed:
* Corporate Family, B3
* $40 million 1st lien revolving credit, B2
* $160 million 1st lien term loan, B2
Rating withdrawn:
FLINTKOTE CO: Asbestos Panel & Futures Rep. Can Pursue Imasco Suit
------------------------------------------------------------------
The Honorable Judith K. Fitzgerald approved a joint prosecution
agreement among The Flintkote Company and Flintkote Mines Limited,
the Official Committee of Asbestos Personal Injury Claimants, and
James J. McMonagle as Legal Representative of Future Asbestos
Personal Injury Claimants.
The Amendment decreases the applicable margin for both Base Rate
and LIBOR rate loans by 0.75%, retroactive to June 1, 2006. The
applicable margins will thereafter be adjusted on a quarterly
basis beginning on July 3, 2006, based on an availability test.
Mr. Barry assures the Court that the Debtors are substantially
current on their postpetition rent obligations under each
Unexpired Lease. Hence, the proposed extension will not prejudice
any of the Lessors, he contends.
The Court will convene a hearing on July 12, 2006, to consider the
Debtors' request. By application of Del. Bankr.LR 9006-2, the
deadline is automatically extended until the Court rules on the
Debtors' request.
The entire principal, along with unpaid accrued interest and any
other unpaid charges or related fees, were originally due and
payable on June 10, 2003. Fonix and the lenders have agreed to
postpone the maturity date on several occasions, most recently
through June 30, 2006. Fonix owes the lenders approximately
$333,000 in principal plus accrued interest.
* * *
FCE Bank PLC's 'BB-' rating was not lowered and remains on
CreditWatch, pending completion of Standard & Poor's evaluation of
the potential for FCE to be rated slightly higher than its parent,
Ford Motor Credit Co. However, FCE's CreditWatch implications are
revised to negative from developing because if the rating agency
concludes that FCE warrants a higher rating than that on Ford
Credit, that differential is likely to be limited to one notch.
The rating agency also remains concerned about the very important
full-size pickup market, which accounts for about 33% of Ford-
brand sales and, we believe, far more in profitability. F-Series
sales were down 0.3% for the first five months of 2006, versus
5.6% for the full-size pickup segment. But the evolving
competitive dynamics of the full- size pickup market -- including
upcoming new models from General Motors Corp. and Toyota Motor
Corp. -- and the resiliency of demand for full-size pickups in the
face of persistently high gas prices are its chief concerns for
this segment.
FRESH DEL MONTE: S&P Assigns BB Bank Loan Rating to Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and '2' recovery rating to Fresh Del Monte Produce, Inc.'s
term loan, indicating an expected substantial recovery of
principal in the event of a payment default, and a '2' recovery
rating to the revolving credit facility.
Standard & Poor's affirmed its 'BB' rating on Fresh Del Monte's
senior secured credit facilities following the addition of a new
$150 million term loan to its existing $600 million revolving
credit facility. Existing ratings on the company, including its
'BB' corporate credit rating, have been affirmed. The outlook is
negative.
About $434 million total debt was outstanding at March 31, 2006.
The term loan has been arranged by utilizing the $400 million add-
on term loan accordion feature under the third amendment to the
credit agreement.
No loans have been liquidated from the pool. There are currently
two loans in special servicing representing 1.3% of the pool with
projected losses of $2.4 million. Eighteen loans, representing
10.8% of the pool, are on the master servicer's watchlist.
The largest shadow rated loan is the Renaissance Tower Loan, which
is secured by a 1.7 million square foot, 56-story
office building located in Dallas, TX. Major tenants include
Blockbuster's Videos, Inc. and Southwest Securities, Inc. The
property is currently 84.0% occupied, compared to 81% at
securitization. The net cash flow has declined due to an increase
in expenses. The loan sponsors are Trizechahn RT LLC and Trizec
Holdings, Inc. The property is also encumbered by a $20.0 million
junior loan which is held outside the Trust. Moody's current
shadow rating is A3 compared to Aa3 at securitization.
The second largest shadow rated loan is the Landmark Atrium III
Loan, which is secured by a 45,000 square foot office building
located in Secaucus, New Jersey. The property is currently 83%
occupied, compared to 91.3% at securitization. The largest tenant
is Buck Consultants, Inc. occupying 28% of NRA with the lease
expiring July 2011. The Buck Consultants space is leased at $30
per square foot, while rents at the subject average
$20 per square foot. Performance has declined due to decreased
occupancy; however, much of the cash flow decline is mitigated by
amortization. The loan sponsor is Hartz Mountain Industries.
Moody's current shadow rating is Baa3, the same as at
securitization.
The top three conduit loans represent 10.9% of the pool. The
largest conduit loan is the 801 Market Street Loan, which is
secured by a 370,000 square foot office condominium situated
within a one million square foot office building in Philadelphia,
Pennsylvania. The condominium includes part of the basement,
ground floor retail and all of floors 7 through 13. The office
building was built in 1928 and is located in the Market Street
East submarket of the Philadelphia CBD. Average in place rent and
occupancy at securitization and currently is $16.60 and 75% and
$21.60 and 94%, respectively. The largest tenant is the GSA,
occupying 41% of NRA with the lease expiring in December 2012.
The sponsor is Preferred Real Estate Investment, Inc. Moody's LTV
is 98.9% compared to 96.5% at securitization.
To the best of the Debtors' knowledge, the firm does not represent
any interest adverse to their estates.
Mr. Schilling said the new facility includes a $150 million term
loan and a $200 million revolving loan. At fiscal year-end March
31, 2006, the company had $205.3 million in term loans outstanding
plus $69.5 million available in an unused revolving loan. The
amended credit facility reduces the interest rate spread from 1.5%
over LIBOR to 1.25% over LIBOR.
* * *
* * *
HEALTH NET: S&P Lifts $400 Mil. Sr. Notes' Rating to BBB from BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior secured debt
rating on Health Net Inc.'s (BB/Positive/--) $400 million senior
notes due April 2011 to 'BBB' from 'BB'.
* * *
At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Hexion and revised the outlook to stable from
negative.
Ratings downgraded:
Roughly 40% of the company's revenues are derived from the mobile
business which will not be affected by the DRA cuts. Moody's
expects that the continguous body part reduction will reduce
revenues and cash flows by $1 million and $2 million,
respectively, during calender years 2006 and 2007. We further
expect that the implementation of the technical component will
pare sales and cash flow by roughly $8 million in calender 2007,
for a cumulative reduction in calender 2007 of $10 million, or
3.2% of forecast sales.
Moody's does not anticipate any upward rating action over the near
term without a significant reduction of debt or increase in
equity.
Ms. Durham tells the Court that the Debtor failed to file an
operating report for March 2006 and was unable to pay the U.S.
Trustee quarterly fees due on April 30, 2006. The Debtor owed
$3,750 to the U.S Trustee.
INT'L PAPER: To Sell Kraft Biz to Stone Arcade for $155MM in Cash
-----------------------------------------------------------------
International Paper signed a definitive agreement to sell its
kraft papers business to Stone Arcade Acquisition Corp. for
approximately $155 million in cash, subject to certain closing and
post-closing adjustments, and two payments totaling up to
$60 million, payable five years from the close of the transaction,
contingent upon business performance. The kraft papers business
generated approximately $220 million in sales in 2005 and includes
the Roanoke Rapids, North Carolina, paper mill and the Ride
Rite(R) dunnage bag plant in Fordyce, Arkansas.
"We are very excited regarding the acquisition of IP's kraft paper
business," Matt Kaplan, Stone Arcade president and chief operating
officer, added. "Over the past several weeks, we have had the
opportunity to visit the operations and meet many of its
employees. Needless to say, we have been very impressed."
* * *
Discover $9,741
The trust has not experienced any losses to date. Two loans
representing 1.0% of the pool are in special servicing. Moody's
has estimated losses of $1.8 million for the specially serviced
loans. Eighteen loans, representing 10.8% of the pool are on the
master servicer's watchlist.
Moody's was provided with year-end 2004 and full or partial year
2005 operating results for 96.4% and 91.4% of the performing
loans, respectively. Moody's loan to value ratio for the conduit
component is 86.2% compared to 86.5% at securitization. The
upgrade of Classes B, C, D, E and F is due to a high percentage of
defeased loans, improved performance of the shadow rated loan and
increased credit support.
The pool contains one shadow rated loan: the Hyatt Regency Hotel
Loan, which is secured by a 685 room full-service hotel built in
1982 and renovated in 1996. The property includes 57,000 square
feet of meeting, banquet and exhibition space and is located in
Crystal City across the Potomac River from Washington, D.C. The
sponsors are the Pritzker and Gould families. The portfolio's
performance has improved due to strong RevPAR growth of 22% since
2002. RevPAR grew from $88.45 in 2002 to $107.93 in 2005.
Moody's current shadow rating is A3 compared to Baa3 at
securitization.
The second largest conduit loan is the Janaf Shopping Center Loan,
which is secured by a 583,000 square foot power center located in
Norfolk, Virginia. The collateral consists of a retail center,
two small office buildings, and 17 pad sites. It was built in
1959 and renovated in 1990. A portion of the site is subject to a
66-year ground lease with a lease payment equal to 2% of the
property's effective gross income. The center is anchored by
Sports Authority, TJ Maxx, Marshall's and Office Max.
(2) the ACE Parties may assert any and all defenses, claims,
interests, rights and remedies to any claims.
Ingersoll-Rand $199,444
Financial Services
Division of CitiCapital
Comm. Corp.
P.O. Box 6229
Carol Stream, IL 60197-6229
The Debtors will use the cash collateral to fund their operations
as well as pay payroll, and other operating expenses that are
necessary to maintain the value of their estate.
(a) the Debtors will have copies circulated to the counsel for
the Official Committee of Unsecured Creditors for review
and comment at least three business days prior to
execution of the Fee Letters; and
The Debtors anticipate that each Potential Lender will ask the
Debtors to enter into a Fee Letter, which will require, among
other things, that the Debtors pay Work Fees associated with the
Potential Lenders' reasonable out-of-pocket expenses, including
legal fees, that may be incurred in connection with their due
diligence and documentation efforts.
The Debtors are still negotiating the specific terms of the Fee
Letters with the Potential Lenders.
The total Work Fees payable to any single Potential Lender will
not exceed $250,000. The Work Fees payable to all Potential
Lenders will not exceed $600,000 in the aggregate.
Centralia Plan
Lawsuit
When the CBA expired, the Debtors informed the UAW that they were
discontinuing retiree health care coverage under the Plan, Mr.
Brady tells the Court.
Proposed
Shopping Center/Mall Rejection Date
-------------------- --------------
Macomb Mall Suite 655 6/11/06
209 Quaker Bridge Mall 6/11/06
Three Rivers Mall 6/12/06
Sierra Vista Mall 6/12/06
Northway Mall 6/12/06
Phillipsburg Mall 6/12/06
Great Lakes Mall 6/12/06
Bel Air Mall 6/12/06
Hulen Mall 6/12/06
Triangle Town Center 6/12/06
River Pointe S/C 6/12/06
Boardwalk Center 6/12/06
Echelon Mall 6/15/06
Chesapeake Square Mall 6/15/06
Southland Mall 6/18/06
2415 Sagamore Pkwy 6/18/06
Palisades Center 6/18/06
Muncie Mall 6/19/06
Town East Mall 6/19/06
Spotsylvania Mall 6/19/06
Galleria At Tyler 6/19/06
Regency Mall 6/19/06
Pecanland Mall 6/19/06
Sunland Park Mall 6/19/06
Ocean County Mall 6/19/06
Pierre Mall 6/19/06
Butte Plaza Mall 6/19/06
Woodland Mall 6/19/06
Parkdale Mall 6/21/06
Northtown Plaza 6/21/06
Eastridge Mall 6/23/06
Cordova Mall 6/23/06
Shops at Willow Lawn 6/23/06
Crystal Mall 6/23/06
River Hills Mall 6/23/06
St. Marys Square SC 6/23/06
Wayne Town Plaza 6/23/06
2000 Center 6/23/06
Edgewater Plaza 6/23/06
Santa Maria Town Center East 6/24/06
City Center 6/24/06
Northpark Mall 6/25/06
Midland Mall 6/25/06
Towne East Square 6/25/06
Tyrone Square 6/25/06
Crabtree Valley Mall 6/25/06
Rockingham Park 6/25/06
Washington Square 6/26/06
Market Place Shopping Center 6/26/06
708 Orland Square Dr G-03 6/26/06
Fashctr at Pentagon City 6/26/06
Laguna Hills Mall 6/26/06
Square One 6/26/06
Quail Springs Mall 6/26/06
Sattler Square 6/26/06
Ms. Adams asserts that the Debtors' debt and Xerox's obligation to
the Debtors are mutual obligations. Thus, Xerox should be allowed
the right to set off the security deposit against its claims for
services and goods under non-bankruptcy law.
Ms. Adams relates that the Debtors have not assumed or rejected
its leases with Xerox. If the Debtors assume the Leases, Xerox
intends to require them to deposit an additional $200,000 pursuant
to the terms of Lease.
NNL expects that the net proceeds from the sale of the Notes will
be approximately $1,956 million, after deducting discounts and
other offering expenses. NNL plans to use $1.3 billion of these
net proceeds to repay the $1.3 billion one-year credit facility
that NNI entered into in February 2006, and the remainder for
general corporate purposes, including to replenish recent cash
outflows of $150 million for the repayment at maturity of the
outstanding aggregate principal amount of the 7.40% Notes
due June 15, 2006 issued by the Company's indirect finance
subsidiary, Nortel Networks Capital Corporation, and fully and
unconditionally guaranteed by NNL, and $575 million (plus accrued
interest of $5 million) deposited into escrow on June 1, 2006
pursuant to the proposed class action settlement first announced
on Feb. 8, 2006.
* * *
Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on the company, and
assigned its 'B-' senior unsecured debt rating to the company's
proposed $2 billion notes. The outlook is stable.
OGLEBAY NORTON: S&P Puts B Corp. Credit Rating with Stable Outlook
------------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Cleveland, Ohio-based minerals and aggregates
producer Oglebay Norton Co. The outlook is stable.
At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and '1' recovery rating to Oglebay's proposed $55 million
secured revolving credit facility and up to $175 million in senior
secured term loans. The bank loan and recovery ratings indicate
expectations of full recovery of principal in the event of a
payment default. The ratings are based on preliminary terms and
conditions. The proceeds from the issues will be used to repay
existing debt.
"We expect Oglebay Norton to maintain its strong regional market
positions and that end-user demand will remain strong in the
near-to-intermediate term, allowing the company to improve
operating performance and to continue to reduce debt," said
Standard & Poor's credit analyst Marie Shmaruk.
are rated 'B+' (one notch above the corporate credit rating)
with a recovery rating of '1', indicating the expectation for full
recovery of principal in the event of a payment default.
The Debtor told the Court that it has begun the claims
reconciliation process to, among other things, liquidate the civil
actions. However, the Debtor explained that it needs the more
time to make fully informed decisions concerning removal of each
of the civil actions.
Financials
Prime Group Realty Trust's balance sheet at March 31, 2006, showed
$728,165,000 in total assets, $576,948,000 in total liabilities
and minority interests of $121,941,000, resulting in a
stockholders' equity of $29,276,000. The Company reported a
$125,000 net loss for the quarter ended March 31, 2006.
About PRIMUS
* * *
The Debtors insisted that before they filed for bankruptcy, they
paid $792,647.61 to Flextronics on account of antecedent debt,
which constitutes an avoidable and recoverable preferential
transfer. Flextronics disputed the preference claim.
Flextronics Stipulation
(d) The Debtors and Flextronics, on one hand, and New Proxim
and Flextronics, on the other, will execute general mutual
releases.
Sitrick will:
"At the same time, the proposed transaction with GAIN represents a
much improved recovery for RFXA customers," Mr. Pauker said.
Under the terms of the proposed agreement, GAIN will offer RFXA
clients the option to open an account at FOREX.com, GAIN's retail
division. For RFXA clients who opt to do so, GAIN has agreed to
immediately fund an amount equal to the lesser of the customer's
aggregate RFXA account balance or $150 per account when the client
activates a new account. Clients with balances of $40 or less
would be able to withdraw their funds immediately upon opening
their account at FOREX.com. For customers with larger deposits,
GAIN has agreed to reimburse customers up to their full account
balance, payable in 25% increments every six months, provided they
meet certain trading thresholds.
The Debtor tells the Court that Tom Merritt and Diane Kerrigan
will be the lead professional in this engagement. Mr. Merritt and
Ms. Kerrigan both bill at $250 per hour.
RENATA RESORT: Seeks Court OK for Adams & Reese as Special Counsel
------------------------------------------------------------------
Renata Resort, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Florida in Panama City for authority to
employ Adams and Reese, LLP, as its special counsel.
The Debtor tells the Court that the Firm's professionals bill:
Morrison's Representation
The next day, on June 13, 2006, the Equity Committee subpoenaed
the Morrison firm to produce documents and to be subjected to a
broad deposition.
SAINT VINCENTS: Tort Panel Presses for August 1 Claims Bar Date
---------------------------------------------------------------
The Official Committee of Tort Claimants of Saint Vincents
Catholic Medical Centers of New York and its debtor-affiliates
asks the U.S. Bankruptcy Court for the Southern District of New
York to fix Aug. 1, 2006, at 4:00 p.m. Prevailing Eastern Time as
last day and time by which Medical Malpractice Claims against the
Debtors must be filed.
In addition, the Tort Committee asks the Court to approve the use
of a form and manner of notice for the Second Bar Date, which is
similar to the Court-approved March 30, 2006, bar date by which
proofs of claim based on prepetition debts or liabilities against
any of the Debtors must be filed.
Neither the Bankruptcy Rules nor the Court's Local Rules specify
a time by which proofs of claim or interest must be filed in
Chapter 11 cases, Richard S. Kanowitz, Esq., at Kronish Lieb
Weiner & Hellman LLP, in New York, contends.
Mr. Kanowitz notes that the second bar date in In re Crouse was
established two years after the initial bar date and after the
Debtor filed its plan of reorganization.
Debtors Object
The Debtors remind the Court that notice of the Bar Date, which
was given by actual, written notice to known potential creditors
and as many as 3,600 known potential Medical Malpractice
Claimants, and by publication in leading city and local
newspapers for known and unknown creditors, was reasonably
calculated to get notice of the Bar Date to potential creditors,
including Medical Malpractice Claimants.
The Debtors will not sell or transfer any Purchased Assets that
are subject to a lien or security interest in favor of GE Capital
unless (a) GE Capital consents, (b) the Court orders the sale or
transfer, or (c) GE Capital's consent is not required under the
GE Capital Financing Agreements.
Judge Hardin rules that the Sellers will only allocate the cash
consideration received for the Purchased Assets in a manner that
(i) has received the consent of the Creditors' Committee or (ii)
has been authorized by further Court order.
Judge Hardin orders the Debtors to pay any outstanding water and
sewer charges relating to the Purchased Assets to the City of New
York prior to or at Closing.
Under the Basic Lease Contract, Flash Partners will lease flash
memory manufacturing equipment from the Lessors for a period of
four or five years, as specified in each drawdown under the Basic
Lease Contract, and is obligated to make quarterly lease payments.
The Basic Lease Contract also provides Flash Partners with an
option to purchase the leased equipment at fair market value at
the time of purchase.
* * *
SERACARE LIFE: Gets Final Court Approval for Cash Collateral Use
----------------------------------------------------------------
The Honorable Louise DeCarl Adler of the U.S. Bankruptcy Court for
the Southern District of California allowed SeraCare Life
Sciences, Inc., on a final basis, to use cash collateral securing
repayment of its secured prepetition loan to Union Bank of
California and Brown Brothers Harriman & Co.
The Debtor and the lenders agreed that principal payments on the
prepetition loans will be paid, in cash, on these dates:
The Court ordered the Debtor to provide the secured lenders and
the Official Committee of Unsecured Creditors with an excess
inventory liquidation plan on or before July 15, 2006.
The secured lenders will retain their existing liens against their
collateral, and its proceeds. In addition, the secured lenders
will continue to have a fully perfected replacement lien on assets
of the estate that is co-extensive with, and limited by, the
scope, validity and priority of their existing lien rights. The
secured lenders will continue to have all of the rights afforded
to them under Section 507(b) of the Bankruptcy Code.
SIERRA HEALTH: Can Draw up to $250 Mil. Under Amended Debt Pact
---------------------------------------------------------------
Sierra Health Services Inc. entered, on June 26, 2006, into the
Fifth Amendment to its existing revolving credit facility, dated
March 3, 2003.
As of June 26, the Company has drawn $20 million on this facility.
Based on the amendment and its current debt ratings, the Company's
borrowing rate on the outstanding balance is LIBOR plus 0.75% and
the facility fee on undrawn funds is 0.15%.
* * *
The Committee believes that RSM will be needed in matters that may
not be appropriate for Committee counsel Winston & Strawn LLP, to
handle due to potential conflict of interest issues. Winston &
Strawn has informed the Committee that its current clients
include:
Mr. Singh informs the Court that Winston & Strawn and RSM have
coordinated, and will continue to coordinate, their efforts and
clearly delineate their duties to minimize any duplication of
effort.
D. Assistance with:
Under the terms of the new loan, SESA will also be able to
complete the previously announced sale of its Pharmaceutical
Services business, which it expects to occur in August.
Cerco $14,370
Whether this will result in ratings falling beyond one notch will
depend on Standard & Poor's meeting with management to discuss:
K Bank $1,400,000
111407 Cronhill Drive, Suite N
Owings Mills, MD 21117
In addition, the company agreed to waive, and not assert any claim
for, certain Medicare disproportionate share and outlier payments
to which it may be entitled from government health care programs,
which payments are valued by the government at $175 million. The
company had not recorded these payments pending resolution of
various issues and the uncertainty that the payments would ever be
received.
About Tenet
* * *
* * *
Under the terms of the $900 million settlement, Tenet will forego
$175 million of Medicare payments for which it has not pursued
collection and pay $725 million in cash plus interest over a four
year period. The company will also enter into a corporate
integrity agreement with the Office of the Inspector General.
Tenet will initially pay $450 million plus $20 million of accrued
interest out of its unrestricted cash balance. The remaining
$275 million plus interest will be paid in 12 quarterly
installments starting in November 2007. The initial payment
amount is easily covered by available cash and Moody's expects the
company to have available cash of approximately $1 billion at the
end of 2006.
"The rating could come under pressure if TNA is not able to obtain
default waivers under its credit facility on reasonable terms,
liquidity becomes constrained, TNA does not meet our forecast of
financial performance, or lengthy outages occur at major
facilities," said Standard & Poor's credit analyst Terry A. Pratt.
At the same time, Standard & Poor's assigned its 'B+' senior
secured bank loan rating and a recovery rating of '1' to TriMas
Company LLC's (a wholly-owned subsidiary of TriMas Corp.) proposed
new $410 million senior secured credit facilities, based on
preliminary terms and conditions. The 'B+' rating is one notch
higher than the corporate credit rating; this and the recovery
rating of '1' indicate our expectation for a full recovery of
principal by lenders in the event of a default. The rating on
the company's existing credit facility will be withdrawn upon
completion of the refinancing.
VERTIS INC: Posts $21.5 Million Net Loss in 2006 First Quarter
--------------------------------------------------------------
Vertis, Inc. incurred a $21,535,000 net loss for the three months
ended March 31, 2006, as compared to a $129,928,000 net loss for
the same period in 2005.
For the three months ended March 31, 2006, the Company's
consolidated net sales increased $4.6 million, or 1.3%, from
$353.9 million in 2005 to $358.5 million in 2006.
Restructuring Charges
About Vertis
* * *
VIRTRA SYSTEMS: Appoints General Perry Dalby as CEO & Interim CFO
-----------------------------------------------------------------
VirTra Systems, Inc., named Major General Perry V. Dalby as its
chief executive officer, interim chief financial officer, and
director on June 21, 2006. J. David Rogers, the Company's former
chief financial officer, resigned from his post.
* * *
The Amended Loan Agreement, among other things, extended the term
of the loans under the Amended Loan Agreement by one year, revised
the terms under which loans can be prepaid and identified certain
security documents that Vitesse must provide to the Lenders.
The Loans mature on July 15, 2011 and have an interest rate equal
to LIBOR plus 4% per annum, payable in cash, plus 5% per annum,
payable in kind. Interest will be paid quarterly. At the closing
of each Loan, the lenders received a fee equal to 4% of the
principal amount of the Loan.
About Vitesse
* * *
Mr. O'Neill asserts that the adoption and design of the 2006-2008
LTIP is consistent with the Ongoing LTIP and the four prior
LTIPs.
(7) The total target payout for the 2006-2008 LTIP will be no
more than $11,800,000, which is the same total target
payout with respect to previous LTIPs.
Mr. O'Neill explains that the sole difference between prior LTIPs
and the 2006-2008 LTIP is the three-year period during which
performance is measured. Implementation of the Ongoing LTIP
necessitates a renewed LTIP to be initiated each year, with no
more than three LTIPs in effect in any year. Thus, subject to the
Court's approval, the two latest LTIPs and the proposed 2006-
2008 LTIP will be active in 2006.
Mr. O'Neill contends that the 2006-2008 LTIP will maximize the
value of the Debtors' estates and further the Debtors' efforts to
successfully reorganize. He notes that the Key Employees are
experienced and talented individuals who are intimately familiar
with the Debtors' businesses and can obtain employment elsewhere.
Without continuing the LTIPs, it would be difficult and more
expensive to attract and hire qualified replacements for any Key
Employee who leaves.
Mr. O'Neill further avers that the Key Employees' departure would
also burden the Debtors' remaining employees with additional
responsibilities, which scenario would negatively impact the
Debtors' operations.
Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors. The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice. David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdale represent the
Official Committee of Asbestos Personal Injury Claimants.
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it. Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.
Under the Original OCP Order, the Debtors will pay OCPs up to
$50,000 per month and up to $300,000 in total per professional
during the Debtors' cases.
Mr. O'Neill adds that increasing the Total Expenditure Cap will
eliminate the need for the Debtors to file numerous additional
retention applications with the Bankruptcy Court seeking
authority to pay certain professionals higher amounts. The
unnecessary cost associated with those retention and fee
applications would ultimately be borne by the Debtors' estates.
Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors. The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice. David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdale represent the
Official Committee of Asbestos Personal Injury Claimants.
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it. Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.
WASI FINANCE: DBRS Puts Low-B Ratings on 7 Class Certificates
-------------------------------------------------------------
Dominion Bond Rating Service assigned the above ratings to the
Credit-Linked Notes, Series 2006-HES1 co-issued by WASI Finance
Limited Partnership 2006-HES1 and WASI Finance Corporation 2006-
HES1.
Under a Money Market Account Agreement between U.S. Bank, N.A. and
Wachovia, net proceeds from the sale of issued notes are re-
invested in eligible investments, which generally consist of
direct obligations of U.S. government agencies. Remittances will
be distributed on the 25th day of each month, commencing July 25,
2006. Also unlike typical RMBS, ownership of the Reference
Portfolio's collateral was not legally transferred from Wachovia's
balance sheet to an off-balance sheet special purpose vehicle.
Ecolab $1,167
Ener-Tel $419
At the same time, the short-term rating was lowered to 'B-1' from
'A-3'. The outlook is negative.
* a lack of diversification;
* a more aggressive financial policy; and
* a decline in the Wendy's brand over the past few years.
Over the past year, Wendy's has sold real estate, sold 17% of Tim
Hortons to the public, and announced plans for a tax-free spin-off
of the remainder of Tim Hortons. In addition, its board approved
a $1 billion share repurchase program, and added three new
directors nominated by Trian Partners. The company has also had
senior management changes.
(ii) May 15, 2003, between WD Stores and Watch Holdings, LLC.
Mr. Baker told the Court that the Debtors have decided to
consolidate their business operations into their headquarters
office at Edgewood Court in Jacksonville.
Mr. Baker said if the Debtors reject the Leases, they will save
more than $1,200,000 annually.
* A three-year duration;
(f) Waiver by the Debtors of all claims they had or may have
had against Schreiber as of May 10, 2006, including,
without limitation, any claim under Chapter 5 of the
Bankruptcy Code.
(ii) assume the Original Contract with all of its burdens and
incur cure obligations that would have administrative
claim status.
Background
Litigation
The Debtors have paid $2,300,000 of the $6,000,000 owed under the
Patent Settlement and Schreiber was seeking to collect the
balance.
Purchase Notes
*********
S U B S C R I P T I O N I N F O R M A T I O N
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