/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/061220.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, December 20, 2006, Vol. 10, No. 302 Headlines AIR AMERICA: Talk Show Host Al Franken May Leave Post AIR AMERICA: Court Approves Rejection of Executory Contracts AMTROL INC: Files Voluntary Chapter 11 Petition in Delaware AMTROL INC: Case Summary & 30 Largest Unsecured Creditors ASARCO LLC: Encycle Trustee Hires Two Firms as Special Counsel ASARCO LLC: Wants Stay Lifted to Allow Release of Mesirow Deposit ASSET BACKED: Moody's Puts Class M11 Certificate's Rating at Ba2 AUTOCAM CORP: Moody's Changes Probability of Default Rating to D BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba1 BEST BRANDS: GE Antares to Provide $275-Mil. Sr. Credit Facility BIOJECT MEDICAL: Inks $2.5MM Credit Pact with Partners for Growth BIOVAIL CORP: Sues FDA Over Impax's Generic Wellbutrin Sale BOSTON GENERATING: S&P Rates $1.13-Billion 1st Lien Loan at B+ BROWN SHOE: Earns $26.9 million in Quarter Ended Oct. 28, 2006 BUCYRUS INT'L: DBT Agreement Cues Moody's Ratings Review C-BASS: Moody's Puts Low-B Ratings on Two Certificate Classes CARRIAGE SERVICES: Underperformance Prompts S&P's Negative Outlook CENTURYTEL INC: Moody's Holds Preferred Shelf Rating at Ba1 CHIEF CONSOLIDATED: Hansen Barnett Raises Going Concern Doubt CITIZENS COMMS: Moody's Rates New $250-Million Senior Notes at Ba2 CLIENTLOGIC CORP: SITEL Corp. Amends Merger Agreement COLLINS & AIKMAN: Seeks Approval for ASC Inc. License Agreement COLLINS & AIKMAN: Wants to Further Defer Interest Payments COMM 2004: S&P Holds Low-B Ratings on Six Certificate Classes COMMUNITY HEALTH: S&P Holds Corporate Credit Rating at BB- CONVERIUM GROUP: A.M Best Lifts Financial Strength Rating to B+ CONVERIUM HOLDING: Closes $295MM Sale of North American Operations CORVIALE LLC: Case Summary & Four Largest Unsecured Creditors CORUS GROUP: Adjourns Meetings Following Regulator's Ultimatum CORUS GROUP: Auction Looms If Buyer Remains Unnamed by Jan. 31 COUDERT BROTHERS: Creditors Have Until Jan. 31 to File Claims COUDERT BROTHERS: Panel Hires McCarter & English as Counsel CVS CORP: Earns $284.2 Million in Third Quarter of 2006 DELPHI CORP: Judge Drain Approves KPMG's Work Expansion DELTA AIR: Board Rejects US Airways' Unsolicited Merger Proposal DELTA AIR: Files Standalone Plan & Disclosure Statement in S.D. NY DELTA AIR: US Airways Comments on Delta's Standalone Ch. 11 Plan DURA AUTOMOTIVE: Says Utilities are Adequately Assured DURA AUTOMOTIVE: Wants De Minimis Claims Settlement Protocol OK'd EMPIRE GLOBAL: Posts $281,427 Net Loss in 2006 Third Quarter EPOD INTERNATIONAL: Posts $1.8 Million Net Loss in Third Quarter FERRO CORP: Board Declares 14.5 Cents per Share Dividend FERRO CORP: Board Elects James F. Kirsch as Chairman and CEO FIRST FRANKLIN: Poor Performance Cues S&P' Negative Watch FISHER OLDSMOBILE: Case Summary & 20 Largest Unsecured Creditors FOSS MANUFACTURING: CGLIC Wants Case Converted to Chapter 7 FREMONT HOME: Moody's Rates Class M10 Certificates at Ba1 FUTURE MEDIA: Court Continues Liquidation Plan Hearing to Feb. 7 FUTURE MEDIA: U.S. Trustee Appoints Three-Member Committee GALLERIA INVESTMENTS: Hires Professional Accounting as Accountant GAMESTOP CORP: S&P Holds Corporate Credit Rating at B+ GENESIS AIRCRAFT: Case Summary & 18 Largest Unsecured Creditors GLOBAL POWER: Committee Hires Landis Rath as Bankruptcy Counsel GLOBAL POWER: Section 341 Meeting Continues Tomorrow GML SERVICES: Case Summary & 17 Largest Unsecured Creditors GRANITE BROADCASTING: Court OKs Trumbull Group as Noticing Agent GRANITE BROADCASTING: Court Extends Schedules Filing Until Jan. 19 HARRAH'S ENT: Inks $27.8 Billion Merger Pact With TPG and Apollo HIGH VOLTAGE: Equity Holders Must Submit Forms by December 31 IMG HEALTHCARE: Court Sets January 15 as Supplemental Bar Date INDEPENDENCE III: Moody's Lift Junk Rated $22-Mil. Debt to B3 INN OF THE MOUNTAIN GODS: S&P Revises Neg. Outlook to Developing J PLANO'S PRESERVE: Case Summary & 19 Largest Unsecured Creditors JAMES MARTINEZ: Voluntary Chapter 11 Case Summary JFK INT'L: Lease Completions Cue Moody's Upgrade Review LEVEL 3 FINANCING: S&P Junks Rating on $650-Million Senior Notes LIN TELEVISION: Moody's Pares Corp. Family Rating to Ba3 from Ba2 LONG & ASSOCIATES: Case Summary & 19 Largest Unsecured Creditors MADISON RIVER: CenturyTel Deal Prompts Moody's Ratings Review MACDERMID INC: Moody's Places Ba2 Rated Sr. Notes on Review MPDK LLC: Case Summary & 14 Largest Unsecured Creditors MIRANT CORP: Bankr. Court Okays NY Units' Dispute Settlement MOHAWK EQUITIES: Case Summary & Six Largest Unsecured Creditors NEENAH FOUNDRY: Launches Cash Tender Offer for $133.13-Mil. Notes NEXTCARD CREDIT: S&P Issues Default Rating on Class C & D Notes NODA INVESTMENT: Case Summary & 16 Largest Unsecured Creditors NOLAND-DECOTO FLYING: Case Summary & 18 Largest Unsec. Creditors NORTEL NETWORKS: Subsidiary Amends $750-Mil. Master Facility Pact OJSC TRANSSIBERIAN: A.M. Best Says Financial Strength is Marginal ORBITAL SCIENCES: Closes Sale on $125-Mil. Sr. Subordinated Notes PACKAGING SOLUTIONS: Case Summary & 14 Largest Unsecured Creditors POLYMER GROUP: Completes Amendment of Senior Credit Facility PREMIUM PAPERS: Court Approves Disclosure Statement PRIMARY INSURANCE: A.M. Best Downgrades Rating and Revises Status RAAC SERIES: Moody's Places Class M-6 Certificates' Rating at Ba1 REALOGY CORP: Inks $9-Bil. Purchase Pact With Apollo Management REALOGY CORP: Earns $87 Million in Third Quarter of 2006 REICHMANN PETROLEUM: Voluntary Chapter 11 Case Summary RIM SEMICONDUCTOR: Holders Convert $4.7 Mil of Debt to Stock RIVIERA TOOL: Posts $1.6 Million in Fiscal Year Ended Aug. 31 RUSS' CAR WASH: Voluntary Chapter 11 Case Summary SANMINA-SCI: Delays Annual Report Filing for Year Ended Sept. 30 SOLUTIA INC: Taking Full Ownership of Flexsys from Akzo Nobel SORELL INC: Sept. 30 Balance Sheet Upside-Down By $11.8 Million STELLAR TECH: Donald Innis Resigns as President STRIKEFORCE TECH: Posts $1.1 Million in Quarter Ended Sept. 30 STRUCTURED ASSET: Moody's Rates Class B Certificates at Ba1 STRUCTURED ASSET: S&P Takes Action on Various Bond Ratings SUNCOM WIRELESS: Plans to Appeal NYSE's Suspension of Stock TAGGART TRANSCON: Case Summary & Nine Largest Unsecured Creditors TPF GENERATION: S&P Rates $850-Million Senior Term Loan at B+ US AIRWAYS: Delta Board Rejects US Airways' Unsolicited Merger Bid US AIRWAYS: Delta Files Standalone Plan & Disclosure; Rejects Bid US AIRWAYS: Comments on Delta's Standalone Reorganization Plan US DRY CLEANING: Squar Milner Raises Going Concern Doubt VALEANT PHARMA: Moody's Lowers Corp. Family Rating to B2 from B1 VESTA INSURANCE: Gaines Seeks Confirmation of 2nd Amended Plan VESTA INSURANCE: Gaines Names Three Plan Committee Members WACHOVIA BANK: S&P Holds Low-B Ratings on Class J to O Certs. WARNER MUSIC: Appoints Richard Blackstone as Senior Advisor to CEO WASHINGTON FIRST: Voluntary Chapter 11 Case Summary WASTE SERVICES: S&P Rates Proposed $245-Million Senior Loan at B WEEKS LANDING: Taps Gerard McHale as Chief Restructuring Officer WEST GWINNETT: Case Summary & 20 Largest Unsecured Creditors WII COMPONENTS: Olympus Deal Prompts Moody's to Review Ratings WINN-DIXIE: Four Parties Appeal Plan Confirmation in District Ct. YEBESHAREG BERHE: Case Summary & 20 Largest Unsecured Creditors * Alvarez & Marsal Business Consulting Expands Northeast Presence * K. Prins Joins AlixPartners as Managing Director in Los Angeles * Stan Speer Joins A&M as Managing Director in Los Angeles * Upcoming Meetings, Conferences and Seminars ********* AIR AMERICA: Talk Show Host Al Franken May Leave Post ----------------------------------------------------- Comedian Al Franken might leave his job as a talk show host at Air America Radio, reports say. Mr. Franken will campaign for a 2008 Democratic nomination as a Minnesota representative, challenging Republican Sen. Norm Coleman. Air America owes Mr. Franken more than $360,000. Air America filed a voluntary Chapter 11 petition in October after negotiations with its lenders collapsed. Rumors of a possible bankruptcy filing surfaced a month earlier following layoffs at the network and comments by Mr. Franken saying that he has not received his paycheck. Air America Radio, aka Piquant LLC -- http://www.airamerica.com/ -- is a full-service radio network and program syndication service in the United States. The network features discussion and information programs reflecting a liberal, left wing, or progressive point of view. Air America filed a voluntary Chapter 11 petition on Oct. 13, 2006 (Bankr. S.D. N.Y. Case No: 06-12423) Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents the Debtor. No Official Committee of Unsecured Creditors has been appointed in this case. When the Debtor filed for bankruptcy, it disclosed total assets of approximately $4.3 million and total debts of over $20 million. AIR AMERICA: Court Approves Rejection of Executory Contracts ------------------------------------------------------------ The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Air America Radio aka Piquant LLC to reject certain executory contracts relating to various employees, talent, and production personnel, nunc pro tunc to Oct. 13, 2006. The Debtor told the Court that these contracts are unnecessary and burdensome to the estate. None of the individuals that are parties to the rejected contracts are currently employed by or are rendering services to the Debtor. Air America Radio, aka Piquant LLC -- http://www.airamerica.com/ -- is a full-service radio network and program syndication service in the United States. The network features discussion and information programs reflecting a liberal, left wing, or progressive point of view. Air America filed a voluntary Chapter 11 petition on Oct. 13, 2006 (Bankr. S.D. N.Y. Case No: 06-12423) Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents the Debtor. No Official Committee of Unsecured Creditors has been appointed in this case. When the Debtor filed for bankruptcy, it disclosed total assets of approximately $4.3 million and total debts of over $20 million. AMTROL INC: Files Voluntary Chapter 11 Petition in Delaware ----------------------------------------------------------- AMTROL Inc. and certain affiliated companies filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code on Dec. 18, 2006. AMTROL took this action to complete a financial restructuring that will substantially reduce the company's debt and greatly improve its long-term financial stability. Noteholders representing more than two-thirds of the $97.8 million of the company's Senior Subordinated Notes outstanding have agreed in principle to convert their notes to equity as part of the restructuring. AMTROL expects to continue to operate in the normal course of business during the Chapter 11 reorganization process. All of the company's manufacturing and distribution facilities are open and continuing to serve customers in the normal course. The company's foreign operations are not involved in the filing. To help fund its operations during the reorganization process, AMTROL secured a commitment for $115 million in debtor-in possession financing from Barclays Capital, the investment banking division of Barclays Bank PLC. Subject to court approval, these funds will be available to satisfy obligations associated with conducting the company's business, including payment to suppliers under normal terms for goods and services provided after the Chapter 11 filing and payment of wages and benefits to employees and independent sales representatives. "For several years, AMTROL has been constrained by its highly leveraged capital structure. Quite simply, we have too much debt," Larry T. Guillemette, AMTROL's Chairman, President and Chief Executive Officer, said. "The conversion of our subordinated debt to equity will provide a strong foundation for a new capital structure that will allow us to invest in the business and compete more effectively in the marketplace. "We are grateful for the outstanding commitment by Barclays Capital and the support of such an overwhelming majority of our note holders, which speaks well of our company. Fortunately, AMTROL's businesses remain fundamentally sound and profitable. We expect that AMTROL will emerge from this reorganization a stronger, more financially stable company, well-positioned for profitable growth." AMTROL expects its operations to function normally during the reorganization process, with little impact on how it conducts business: * Customers will be served in the normal course. AMTROL's manufacturing and distribution facilities are open on normal schedules, and the company will continue to fulfill customer orders and provide uninterrupted customer service. The company will honor all commitments to its customers, including warranties and the payment of sales rebates in the normal course. * Suppliers will be paid. AMTROL will continue paying suppliers for all goods and services they provide after the filing. The restructuring anticipates that all suppliers will be paid in full for goods and services provided before the filing. * Employees will be paid. AMTROL will pay all wages and benefits for active employees as usual and without interruption. Likewise, the Company will provide its independent sales representatives with their usual commissions on a timely basis. The Chapter 11 filings by AMTROL and certain affiliates were made in the U.S. Bankruptcy Court for the District of Delaware. AMTROL's principal legal advisors for the Chapter 11 proceedings are Douglas Gray, Stuart Brown and William Chipman of Edwards Angell Palmer & Dodge LLP. The company's financial advisor is Miller Buckfire & Co., LLC. More information about AMTROL's reorganization is available at: http://www.kccllc.net/amtrol/ About AMTROL Headquartered in West Warwick, Rhode Island, AMTROL Inc. -- http://www.amtrol.com/-- manufactures and markets water storage and pressure control products, water heaters and cylinders. The company's major products include pressure tanks used in well water, hydronic heating and potable hot water applications, indirect-fired water heaters, and both LPG and disposable refrigerant gas cylinders. AMTROL INC: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: Amtrol Inc. 1400 Division Road West Warwick, RI 02893 Tel: (401) 884-6300 Bankruptcy Case No.: 06-11447 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Amtrol Holdings, Inc. 06-11446 Water Soft Inc. 06-11448 Amtrol International Investments, Inc. 06-11449 Type of Business: The Debtor manufactures and markets water storage and pressure control products, water heaters and cylinders. The Company's major products include pressure tanks used in well water, hydronic heating and potable hot water applications, indirect-fired water heaters, and both LPG and disposable refrigerant gas cylinders. See http://www.amtrol.com/ The cases were jointly administered under Amtrol Holdings Inc. (Case No. 06-11446) Chapter 11 Petition Date: December 18, 2006 Court: District of Delaware Judge: Kevin Gross Debtor's Counsel: Mark Daniel Olivere, Esq. Stuart J. Brown, Esq. William E. Chipman Jr., Esq. Edwards Angell Palmer & Dodge LLP 919 N. Market Street, Suite 1500 Wilmington, DE 19801 Tel: (302) 425-7104 Fax: (888) 325-7274 Debtor's Financial Advisor and Investment Banker: Miller Buckfire & Co., LLC Debtors' Claims & Notice Agent: Amtrol Claims Processing c/o Kurtzman Carson Consultants LLC 12910 Culver Blvd., Suite I Los Angeles, CA 90066 Tel: (888) 251-2873 Consolidated Financial Condition as of April 1, 2006: Total Assets: $229,270,000 Total Debts: $235,802,000 Debtor's Consolidated List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Bank of New York Senior Subordinated $97,849,000 Corporate Trust Division Notes 222 Berkeley Street Boston, MA 02116 Attn: Peter Murphy Vice President Tel: (617) 850-6422 Fax: (617) 351-2401 Thona Canada Trade Debt $823,966 1635 Boul Industrial Magog, PQ JIX 5B3 Canada Attn: Don Picard Tel: (819) 819-7802 Fax: (819) 843-3501 Kenneth Kirk Former Employees $750,000 1211 Commodore Drive New Smyma Bench FL Tel: (386) 427-7603 Spraylat Corporation Trade Debt $559,667 143 Sparks Avenue Pelham, NY 10803 Attn: David Brooks Tel: (914) 738-1600 Fax: (914) 712-2938 Rand Whitney Container Trade Debt $302,707 455 Narragansett Park Drive Pawtucket, RI 02861 Attn: Adam Tominsky Tel: (401) 729-7900 Fax: (401) 723-3710 Blue Cross Blue Shield of RI Trade Debt $271,120 444 Westminster Street Providence, RI 02903 Attn: Celina Rosa Tel: (401) 459-1000 Fax: (401) 459-1885 FW Webb Co. Trade Debt $250,737 160 Middlesex Turnpike Bedford, MA 01730 Yoshikaza Fujiyoshi Former Employees $238,152 Gunther Neumann Former Employees $218,306 Workflow One Trade Debt $199,402 Smurfit Stone Trade Debt $173,289 Macsteel Service Centers USA Trade Debt $169,931 Amerada Hess Corporation Trade Debt $162,476 Lutco Inc. Trade Debt $162,154 Goodyear Tire & Rubber Co. Trade Debt $146,170 Mafco Incorporated Trade Debt $145,876 Commercial Metal Forming Trade Debt $127,832 Crystal Stamping Corporation Trade Debt $123,248 Hindley Manufacturing Co. Trade Debt $100,372 Lincoln Electric Trade Debt $94,994 Wit & Co. Ltd. Trade Debt $89,573 Denman & Davis Trade Debt $84,582 Pallet One Trade Debt $75,177 CDF Corporation Trade Debt $69,358 Admiral Metals Incorporated Trade Debt $68,247 Accurate Molded Products Trade Debt $68,105 Metals USA Trade Debt $64,295 New England Plastics Trade Debt $63,849 Weiland America Inc. Trade Debt $63,352 Bamberger Polymers Inc. Trade Debt $60,412 ASARCO LLC: Encycle Trustee Hires Two Firms as Special Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas in Corpus Christi authorized Michael Boudloche, the Chapter 7 Trustee for Encycle/Texas Inc., to hire Kanner & Whiteley, L.L.C., and Law Offices of Michael B. Schmidt, as his special environmental counsel. Mr. Boudloche has determined that a significant asset of the Encycle estate are causes of action arising from contamination at and near the company's facility located at 5602 Up River Road, in Corpus Christi, Texas. The Encycle Trustee requires the services of a special counsel to prosecute all causes of action Encycle may have arising from the contamination and defend any judgment recovered on appeal in any court of competent jurisdiction, and to negotiate a settlement of any judgment. Prosecution of the causes of action will involve tort, employment, agency, contractor, insurance, bankruptcy, and appellate issues. Allan Kanner, Esq., at Kanner & Whiteley L.L.C. assured the Court that his firm does not represent any interest adverse to Encycle and its estate, and is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Michael B. Schmidt, Esq., also assured the Court that his firm does not represent any interest adverse to Encycle and its estate, and is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Schmidt added that his firm has represented, and continues to represent, the Encycle Trustee and his wife, Cindy Boudloche, in other bankruptcy cases. The Schmidt Firm also owns stocks in a closely held corporation that owns land in which the Trustee and his wife also own stock. The Encycle Trustee will pay the Firms a contingency fee amounting to 50% of all money collected from settlement through appeal -- 35% to Kanner and 15% to Schmidt. All expenses of the litigation are to be paid by the Kanner Firm and recouped from its 50% of any recovery. About ASARCO LLC Tucson, Ariz.-based 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. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). (ASARCO Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Wants Stay Lifted to Allow Release of Mesirow Deposit ----------------------------------------------------------------- ASARCO LLC asks the U.S. Bankruptcy Court for the Southern District of Texas in Corpus Christi to modify the automatic stay to: (a) allow Mesirow Financial Consulting LLC to release the Prepetition Deposit to ASARCO; and (2) allow Mesirow to retain the right to utilize the Prepetition Deposit as a defense as if it had not been returned if any Chapter 5 avoidance action or other action is later brought against it. Mesirow Financial provided prepetition financial advisory services to ASARCO pursuant to a financial services agreement entered between ASARCO and KPMG LLP in May 2004. Pursuant to the Services Agreement, ASARCO provided a $125,000 retainer to KPMG. In September 2004, the Prepetition Deposit was transferred to Mesirow as part of a transaction in which KPMG sold its Corporate Recovery unit to Mesirow. As of the bankruptcy filing, Mesirow held the Prepetition Deposit. Eric A. Soderland, Esq., at Baker Botts L.L.P., in Dallas, Texas, contends that ASARCO does not owe any debt to Mesirow for prepetition services nor has Mesirow been retained by ASARCO to provide postpetition services. Mr. Soderland asserts that the return of the Prepetition Deposit will benefit the ASARCO estate without any harm to Mesirow. On the other hand, preserving Mesirow's defenses to any potential actions under Chapter 5 of the Bankruptcy Code will make it possible for Mesirow to release the balance of the Prepetition Deposit to ASARCO. About ASARCO LLC Tucson, Ariz.-based 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. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). (ASARCO Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASSET BACKED: Moody's Puts Class M11 Certificate's Rating at Ba2 ---------------------------------------------------------------- Moody's Investors Service assigned an Aaa rating to the senior certificates issued by Asset Backed Securities Corporation Home Equity Loan Trust, Series AMQ 2006-HE7, and ratings ranging from Aa1 to Ba2 to the subordinate certificates in the deal. The securitization is backed by Argent Mortgage Company, L.L.C. and Ameriquest Mortgage Company originated adjustable-rate and fixed-rate subprime mortgage loans acquired by DLJ Mortgage Capital, Inc. The ratings are based primarily on the credit quality of the loans and on the protection against credit losses by subordination, excess spread, overcollateralization, and an interest rate swap agreement. Moody's expects collateral losses to range from 4.5% to 5%. Select Portfolio Servicing, Inc. will service the loans. Moody's has assigned Select Portfolio Servicing, Inc. its servicer quality rating of SQ2- as a servicer of subprime loans. These are the rating actions: * Asset Backed Securities Corporation Home Equity Loan Trust, Series AMQ 2006-HE7 * Asset Backed Pass-Through Certificates, Series AMQ 2006-HE7 Class A1, Assigned Aaa Class A2, Assigned Aaa Class A3, Assigned Aaa Class A4, Assigned Aaa Class A5, Assigned Aaa Class M1, Assigned Aa1 Class M2, Assigned Aa2 Class M3, Assigned Aa2 Class M4, Assigned A1 Class M5, Assigned A2 Class M6, Assigned A2 Class M7, Assigned A3 Class M8, Assigned Baa1 Class M9, Assigned Baa2 Class M10,Assigned Baa3 Class M11,Assigned Ba2 AUTOCAM CORP: Moody's Changes Probability of Default Rating to D ---------------------------------------------------------------- Moody's Investors Service lowered Autocam Corporation's Probability of Default Ratings to D from Ca. Ratings on Autocam's senior secured first lien facilities and senior subordinated notes were confirmed although the expected loss rates on those issues has increased from the assumed higher probability of default. The company's Speculative Grade Liquidity rating was also affirmed at SGL-4. The actions comes after the disclosure by Autocam in an 8-K filing on December 15 that it had failed to pay interest on its subordinated notes on Dec. 15, and it had entered into a 30 day grace period under that obligation. Autocam further disclosed in the filing it had received a proposal signed by 85% of its subordinated note holders to recapitalize the company. The rating is stable at the new PDR. Rating changed: * Autocam Corporation -- Probability of Default, D from Ca Ratings confirmed: * Autocam Corporation -- Corporate Family Rating, Ca -- First lien revolving credit, Caa1 LGD2, 20% -- First lien term loan, Caa1 LGD2, 20% -- Senior Subordinated Notes, C LGD5, 85% Ratings Affirmed: * Autocam France SARL -- Speculative Grade Liquidity rating, SGL-4 -- First lien revolving credit, Caa1 LGD2, 20% -- First lien term loan, Caa1, LGD2, 20% The last rating action was on Nov. 27, 2006 at which time ratings were lowered and placed under review for possible further downgrade. Approximately $7.6 million of interest on Autocam's subordinated notes was due on Dec. 15 and was not paid. Interest payments of roughly $2.7 million on Autocam's $77.6 million second lien credit facility plus interest on $108.1 million of senior secured bank debt are due on Dec. 31, 2006. In mid-November, Autocam disclosed it had approximately $13 million of consolidated cash and $1.2 million of remaining availability under its revolving credit facilities. The Probability of Default rating of D signifies an elevated risk profile flowing from the company's failure to make a payment when due under its subordinated notes. In the absence of resolution during the applicable 30 day grace period, holders of the subordinated notes could accelerate their claims. Autocam faces challenges from approaching interest payments on its secured credit facilities as well as obtaining requisite approvals and satisfying the conditionality of the proposed recapitalization to avoid default on its other obligations. While higher expected loss percentages result from the change in the probability of default, they remain within the range for their respective ratings at both the Corporate Family level and for the rated obligations. Hence, existing long-term ratings have been confirmed. The Caa1 rating on the secured bank debt continues to reflect the benefits of a first lien priority and the amount of junior capital beneath their claims. The C rating on the subordinated notes incorporates this junior position and resultant loss experience in default scenarios. The second lien credit facility is not rated. The SGL-4 rating continues to represent a poor liquidity profile arising from the pending default which may arise should there be no resolution during the grace period, limited, if any, remaining external liquidity, prospective covenant compliance issues noted in the company's November SEC filing, and an unlikely ability to arrange any incremental sources of alternative liquidity given the extensive amount of secured obligations in its existing capital structure. Autocam Corporation, headquartered in Kentwood, Michigan, is a manufacturer of extremely close tolerance precision-machined, metal alloy components, sub-assemblies and assemblies, primarily for performance and safety critical automotive applications. Revenues in 2005 were approximately $350 million from operations in North America, Europe, and Brazil. BEAR STEARNS: Moody's Rates Class B-4 Certificates at Ba1 --------------------------------------------------------- Moody's Investors Service assigned an Aaa rating to the senior certificates issued by Bear Stearns Mortgage Funding Trust 2006-SL5, and ratings ranging from Aa1 to Ba1 to the mezzanine and subordinate certificates in the deal. The securitization is backed by fixed-rate, closed-end, subprime and Alt-A second lien mortgage loans. Approximately 78.2% of the loans were purchased by EMC Mortgage Corporation from various originators via its conduit correspondent channel and 21.8% were originated by Bear Stearns Residential Mortgage Corporation. The ratings are based primarily on the credit quality of the loans, and on the protection from subordination, overcollateralization, excess spread, and an interest rate swap agreement. Moody's expects collateral losses to range from 8.75% to 9.25%. EMC Mortgage Corporation will act as master servicer. These are the rating actions: * Bear Stearns Mortgage Funding Trust 2006-SL5 * Mortgage-Backed Certificates, Series 2006-SL5 Class I-A, Assigned Aaa Class II-A,Assigned Aaa Class M-1, Assigned Aa1 Class M-2, Assigned Aa2 Class M-3, Assigned Aa3 Class M-4, Assigned A1 Class M-5, Assigned A2 Class M-6, Assigned A3 Class B-1, Assigned Baa1 Class B-2, Assigned Baa2 Class B-3, Assigned Baa3 Class B-4, Assigned Ba1 BEST BRANDS: GE Antares to Provide $275-Mil. Sr. Credit Facility ---------------------------------------------------------------- GE Antares disclosed it is serving as syndication agent for a $275 million senior secured credit facility to support the acquisition by Best Brands of Telco Food Products Inc., and Brantley Partners' recapitalization of the Company. GE Capital Markets and RBS Securities Corporation serve as joint lead arrangers and joint bookrunners. The financing consisted of a: * a $30 million senior secured revolving credit facility, * a $170 million senior secured first lien term loan facility, and * a $75 million second lien term loan facility. Proceeds of the credit facility were used to provide financing for the acquisition of Telco Food Products, Inc., and to recapitalize certain existing indebtedness as well as to fund its ongoing working capital needs. "The acquisition of Telco Food Products provides synergies and top line growth to Best Brands Corp.'s core strengths" said Bradley Byrd, Senior Vice President of GE Antares. "Best Brands has industry leading brand recognition and is led by a strong management team that has a proven track record of acquiring and integrating strategic acquisitions. Brantley is an important customer to GE and we are delighted to support Best Brands's acquisition of Telco." "We appreciate GE Antares' responsiveness and execution on the Best Brands financing, and their ongoing commitment to working with Brantley" Paul Cascio of Brantley Partners, said. "The GE Antares team is supportive of our vision for future growth and development at Best Brands. GE Antares has helped to finance several of our portfolio companies and we look forward to working with GE Antares on future transactions." About Brantley Partners Brantley Partners, based in Cleveland, Ohio, is a middle market private equity firm focused on an investment strategy of making equity investments in well-managed growth oriented companies and forging a strong working and investment partnership with management. Best Brands is an investment in Brantley Partners IV, L.P. The firm is currently raising Brantley Partners V, L.P., targeted at $250 million. About GE Antares Capital GE Antares Capital -- http://www.geantares.com/-- is a unit of GE Commercial Finance - Global Sponsor Finance. With over $8 billion in assets, and offices in Chicago, London, Los Angeles, New York, and San Francisco, GE Antares offers a "one-stop" source for GE's lending and other services offered to middle market private equity sponsors. About GE Commercial Finance GE Commercial Finance -- http://www.ge.com/-- offers businesses around the globe an array of financial products and services, has assets of over $206 billion and is headquartered in Norwalk Connecticut. GE (NYSE: GE) is Imagination at Work - a diversified technology, media and financial services company focused on solving some of the world's toughest problems. With products and services ranging from aircraft engines, power generation, water processing and security technology to medical imaging, business and consumer financing, media content and advanced materials, GE serves customer in more than 100 countries and employs more than 300,000 people worldwide. About Best Brands Headquartered in Minnetonka, Minnesota, Best Brands is a fully integrated manufacturer and distributor of premier brands to in- store bakeries, retail and wholesale bakeries, and food service establishments in North America. The Company's portfolio of brands represents some of the most widely recognized names in the bakery industry, including Best Brands, Multifoods, Gourmet Baker and Fantasia. * * * AS reported in the Troubled Company Reporter on Nov. 24, 2006, Moody's Investors Service assigned first time ratings to Best Brands Corporation. The rating outlook is stable. Moody's assigned these ratings: Corporate family rating at B2; Probability of default rating at B2; $30 million first-lien revolving credit facility due 2011 at B1, LGD3, 39%; $170 million first-lien Term Loan B due 2012 at B1, LGD3, 39%; and $75 million second-lien Term Loan due 2013 at Caa1, LGD5, 87%. BIOJECT MEDICAL: Inks $2.5MM Credit Pact with Partners for Growth ----------------------------------------------------------------- Bioject Medical Technologies Inc. and its wholly owned subsidiary, Bioject Inc., entered into a loan and security agreement with Partners for Growth L.P., which provides for a $500,000 term loan and a $2 million revolving line of credit facility. The company borrowed the full amount of the Term Loan, which matures on May 11, 2008, and bears interest at a monthly rate equal to (i) the greater of 4.5% or the prime rate of Silicon Valley Bank, plus (ii) 1.5%. The revolving line of credit facility permits the company and Bioject Inc. to borrow up to an amount equal to the sum of 75% of their eligible accounts receivable plus 30% of their eligible inventory, up to a maximum of $2 million plus any principal amounts of the Term Loan that have been repaid. The Revolving Loan matures on May 11, 2008, and bears interest at the greater of (i) 4.5% or the prime rate of Silicon Valley Bank, (ii) plus 2%. On Dec. 12, 2006, the company borrowed $645,426 under the Revolving Loan, which was used to repay all the outstanding obligations of the company and Bioject Inc. under the previous loan and security agreement with PFG, which matures on Dec. 15, 2006. Under the Loan Agreement, the company and Bioject Inc. are obligated to pay PFG a collateral handling fee of 0.55% per month on the average amount borrowed during that month. If the closing price of the company's common stock is between $2 and $4 per share for 30 consecutive trading days, the fee will be reduced to 0.38% per month. If the closing price of the company's common stock is at or above $4 per share for 30 consecutive trading days, the fee will be reduced to 0.22% per month. Under the Loan Agreement, the company and Bioject also granted a security interest in substantially all of their assets to PFG to secure their obligations under the Loan Agreement. In connection with the agreements the company issued to PFG a warrant to purchase 200,000 shares of its common stock at an exercise price of $1.37 per share. The warrant expires on Dec. 10, 2011 and also grants PFG piggy-back registration rights. The company and Bioject Inc. also executed a cross-corporate continuing guaranty in favor of PFG guaranteeing each of their respective obligations under the Loan Agreement. A full text-copy of the Loan and Security Agreement may be viewed at no charge at http://ResearchArchives.com/t/s?173d A full text-copy of the Warrant issued to Partners for Growth, may be viewed at no charge at http://ResearchArchives.com/t/s?173e Portland, Oregon-based, Bioject Medical Technologies Inc. (Nasdaq: BJCT) -- http://www.bioject.com/-- develops and manufactures needle-free drug delivery systems. The Company focuses on developing mutually beneficial agreements with leading pharmaceutical, biotechnology, and veterinary companies. Going Concern Doubt As reported in the Troubled Company Reporter on May 1, 2006, KPMG LLP raised substantial doubt about Bioject Medical Technologies Inc.'s ability to continue as a going concern after auditing the company's financial statements for the year ended Dec. 31, 2005. The auditing firm points to the company's recurring losses, negative cash flow and accumulated deficit. BIOVAIL CORP: Sues FDA Over Impax's Generic Wellbutrin Sale ----------------------------------------------------------- Biovail Corp. has sued the U.S. Food and Drug Administration for allowing Impax Laboratories Inc. to begin selling a generic version of the antidepressant drug, Wellbutrin XL, Susan Decker writes for Bloomberg. Bloomberg reports that Biovail filed the lawsuit in Greenbelt, Maryland, seeking a Court order to compel the agency to withdraw or suspend that decision. Biovail holds two patents for the coating used on the drug which allows patients have to take a pill only once a day. Wellbutrin XL, marketed by GlaxoSmithKline, had U.S. sales of approximately $972 million for the 12 months ended September 2006. Impax's generic version of the drug is known as Bupropion Hydrochloride Extended-Release Tablets. Impax, Anchen Pharmaceuticals, Inc., and their marketing partner, Teva Pharmacuetical Industries Ltd., began distributing generic Wellbutrin XL's after receiving U.S. regulatory approval on Dec. 15, 2006. Anchen and IMPAX are currently in patent litigation concerning their generic version of Wellbutrin XL. Biovail filed an infringement suit against them involving their Paragraph IV certifications to U.S. Patent No. 6,096,341. Anchen has been granted summary judgment of non-infringement with regard to its product. IMPAX has filed a motion for summary judgment of non- infringement. Biovail asserts that under federal law, the suit should have triggered an automatic 30-month block on the sale of IMPAX's generic version of Wellbutrin XL. About Biovail Based in Ontario, Canada, Biovail Corp. (NYSE: BVF) (TSX: BVF) -- http://www.biovail.com/-- is a specialty pharmaceutical company, engaged in the formulation, clinical testing, registration, manufacture and commercialization of pharmaceutical products utilizing advanced drug-delivery technologies. * * * As reported in the Troubled Company Reporter on Nov. 21, 2006, Moody's Investors Service revised Biovail Corporation's rating outlook to stable from negative and affirmed Corporate Family Rating's at Ba3, and Senior Subordinated Notes at B1. Additionally, Moody's assigned an LGD4 rating to those bonds, suggesting noteholders will experience a 67% loss in the event of a default. BOSTON GENERATING: S&P Rates $1.13-Billion 1st Lien Loan at B+ -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its preliminary debt ratings and stable outlook on Boston Generating LLC's proposed debt issues, after the company reported a $50 million increase in its first-lien term loan and $50 million reduction in its second- lien term loan. At the same time, Standard & Poor's affirmed its '1' recovery rating on the first-lien loan and lowered the recovery rating on the second-lien loan to '4' from '3'. The lower recovery rating for the second-lien term loan reflects a reduction in the expected recovery in the event of a payment default, given the increased amount of first-lien debt. The proposed ratings include: -- A preliminary $70M first-lien revolving credit facility due 2011 rated 'B+', with a recovery rating of '1'; -- A preliminary $250M first-lien LOC facility due 2013 rated 'B+', with a recovery rating of '1'; -- A preliminary $1,130M first-lien term loan due 2013 rated 'B+', with a recovery rating of '1'; and, -- A preliminary $350M second-lien term loan due 2014 rated 'B-', with a recovery rating of '4'. "The proceeds from these issues, in addition to $300 million of holding company notes (unrated), will refinance Boston Gen's existing debt, fund a $1 billion share repurchase and distribution to existing shareholders, provide for LOCs and liquidity, and be used for other general corporate purposes," said Standard & Poor's credit analyst Kenneth L. Farer. The stable outlook on Boston Gen reflects the ability of the assets to sustain low power prices, given the current forward price curve for power and gas and the reserves in place. Under low gas-price scenarios, the project will suffer without the benefit of reliability must run or forward capacity markets payments. Standard & Poor's could revise the outlook to negative, if spark spreads deteriorate substantially and if RMR payments are reduced. Otherwise, Standard & Poor's could revise the outlook to positive if RMR challenges are resolved, and if long-term acceptance of FCM appears certain. BROWN SHOE: Earns $26.9 million in Quarter Ended Oct. 28, 2006 -------------------------------------------------------------- Brown Shoe Company Inc. reported $26.9 million of net earnings for the third quarter ended Oct. 28, 2006, compared with net earnings of $19.8 million in the year-ago period. Adjusted net earnings were $28.3 million, compared to third quarter fiscal 2005 adjusted net earnings of $23 million. Net sales increased 9.6 percent to $676.8 million, from $617.7 million in the third quarter of fiscal 2005. The company's balance sheet at Oct. 28, 2006, showed $1.06 billion in total assets, $555.7 million in total liabilities, and $499.8 million in total stockholders' equity. "We delivered an all-time record quarter driven by an exceptional performance by our Famous Footwear chain in the period and solid contributions from our wholesale and specialty retail segments" Brown Shoe Chairman and CEO Ron Fromm explained. "Famous Footwear recorded an 8.2 percent increase in comparable store sales in the quarter, which, together with strong gross margin performance, fueled a 51 percent increase in its operating income, demonstrating our ability to meet our customers' needs for fashion and value. Specialty retail, led by Naturalizer stores, posted a 6 percent increase in comparable store sales during the quarter, reflecting the continuation of our efforts to improve the segment's performance. Wholesale sales increased by 7 percent on the strength of our Naturalizer, Children's and Dr. Scholl's brands. Excluding the Bass exit costs, wholesale operating earnings increased by 16.1 percent. In addition, we made solid progress on our strategic initiatives and continue to expect to achieve the targeted savings we announced last quarter." Total sales at Famous Footwear rose 11.7 percent to $366.3 million for the quarter, versus $328.1 million for the same 13-week period last year. Same-store sales for the period rose 8.2 percent and gross margin increased by 160 basis points, leading to operating earnings growth of 51 percent to $39.6 million from $26.2 million, for the year-ago period. Sales were led by strong performances in the women's and children's categories, while athletics grew 3.9 percent on a store-for-store basis. Famous Footwear opened 26 stores in the quarter and closed 10 stores, resulting in 979 stores open at quarter-end. Approximately 90 new store openings and 45 closings are expected during fiscal 2006. The specialty retail segment, which includes Naturalizer, F.X. LaSalle, Via Spiga, Franco Sarto, other concept stores and the shoes.com e-commerce business, reported sales of $68.2 million, an increase of 8 percent over last year's $63.1 million. The segment generated operating income of $978,000, compared to a loss of $7 million in the third quarter last year, which included pre-tax costs of $5.2 million to close underperforming Naturalizer stores and consolidate Canadian operations. The year-over-year improvement reflects a 6 percent same-store sales increase, higher gross margin rates, and better expense leverage following the closing of underperforming stores in 2005. The division opened one new store and closed eight during the quarter, leaving 298 stores open in the U.S. and Canada at quarter end. Wholesale sales increased 7 percent to $242.3 million, versus $226.5 million last year, due primarily to higher sales of the Naturalizer, Children's, and Dr. Scholl's brands. Wholesale operating earnings were $20 million, compared to $19.2 million last year. The 2006 operating earnings are net of $2.3 million of costs and losses associated with the previously announced exit of the Bass license. Excluding these costs, wholesale operating earnings increased 16.1 percent in the quarter. Net sales for the first nine months in 2006 increased 8.2 percent to $1.8 billion, compared with $1.7 billion in the first nine months last year. Net earnings were $52.1 million compared to net earnings of $27.6 million the first nine months of fiscal 2005. Adjusted net earnings were $50.3 million. This compares to adjusted net earnings of $42.9 million for the first nine months of fiscal 2005. Full-text copies of the company's consolidated financial statements for the quarter ended Oct. 28, 2006, are available for free at http://researcharchives.com/t/s?1746 About Brown Shoe Company Brown Shoe Company Inc.(NYSE: BWS) -- http://www.,brownshoe.com/ -- operates the Famous Footwear chain, which sells brand name shoes for the family. It also operates approximately 300 specialty retail stores in the U.S. and Canada under the Naturalizer, FX LaSalle, Via Spiga and Franco Sarto names, and shoes.com, the company's e-commerce subsidiary. Brown Shoe, through its wholesale divisions, owns and markets leading footwear brands including Naturalizer, LifeStride, Via Spiga, Nickels Soft, Connie and Buster Brown. It also markets licensed brands including Franco Sarto, Dr. Scholl's, Etienne Aigner, and Carlos by Carlos Santana for adults, and Barbie, Disney and Nickelodeon character footwear for children. * * * As reported in the Troubled Company Reporter on June 6, 2006, Standard & Poor's Ratings Services revised its outlook on St. Louis, Missouri-based Brown Shoe Co. Inc. to stable from negative. All ratings, including the 'BB' corporate credit rating, were affirmed. BUCYRUS INT'L: DBT Agreement Cues Moody's Ratings Review -------------------------------------------------------- Moody's Investors Service placed the ratings of Bucyrus International, Inc. under review for possible downgrade after the company's disclosure that it has signed a definitive agreement to acquire DBT GmbH, a subsidiary of RAG Coal International for $731 million, primarily cash. The review for downgrade reflects the likelihood of increased leverage after the DBT acquisition, the transforming nature of the acquisition due to DBT's size and products, and possible integration issues related to this large cross-border transaction. DBT, based in Germany, manufactures underground coal mining equipment including longwall plows and shearers, roof support systems, and armored face conveyors. DBT generates approximately $1 billion in annual revenues. Bucyrus currently has a Ba3 corporate family rating. Demand for Bucyrus' surface mining equipment has been strong due to high commodity and metal prices and its customers' desire to maximize production. These conditions are expected to be favorable at least for several years, establishing a solid floor to Bucyrus' earnings and cash flow. The DBT acquisition complements Bucyrus' existing business but adds new products, more than doubles sales, and increases dependence on the coal industry, which is generally a less volatile market than base metal markets. The equipment replacement cycle for underground coal mining equipment is also shorter than for surface mining equipment. Bucyrus and DBT generate more than half of their sales from aftermarket parts and services, which are more stable than original equipment sales. These favorable factors will be considered during Moody's review of Bucyrus and will help mitigate the additional debt expected to be taken on to finance the DBT acquisition. The DBT acquisition is expected to be completed at the end of March 2007, which gives the company time to secure the financing for the transaction. Bucyrus' Ba3 corporate family rating is likely to be maintained if a balanced mix of debt and equity financing is utilized for the DBT acquisition, while a high proportion of debt could lead to a one notch downgrade. The only rated debt Bucyrus currently has is its senior secured revolving credit facility, which is rated Ba1. This facility will most likely be replaced in conjunction with the DBT acquisition. During the course of its review, Moody's will ascertain the proposed financing plans and ultimate leverage, examine the operating and financial history of DBT, develop an understanding of the potential interdependencies and synergies between the two companies' businesses, and examine cultural, labor and operating factors that could affect future integration and performance. Moody's expects to conclude its review around the time the DBT acquisition closes. These ratings were placed under review for possible downgrade: -- Corporate family rating at Ba3, -- Senior secured revolving credit facility at Ba1. Bucyrus International is a leading manufacturer of electric mining shovels, walking draglines and rotary blasthole drills and provides aftermarket replacement parts and services for these machines. For the 12 months ended Sept. 30, 2006, Bucyrus had sales of $705 million. Bucyrus is headquartered in South Milwaukee, Wisconsin. DBT has eight facilities around the world and approximately 3,200 employees. C-BASS: Moody's Puts Low-B Ratings on Two Certificate Classes ------------------------------------------------------------- Moody's Investors Service assigned a rating of Aaa to the senior certificates issued by C-BASS 2006-CB9 Trust, and ratings ranging from Aa1 to Ba2 to the mezzanine and subordinate certificates in the deal. The securitization is backed by adjustable-rate and fixed-rate subprime mortgage loans acquired by C-BASS. The collateral was originated by NC Capital Corporation, Ameriquest Mortgage Company, Ownit Mortgage Solutions, Inc., AIG Federal Savings Bank and various other originators. The ratings are based primarily on the credit quality of the loans, and on the protection from subordination, overcollateralization, excess spread, a swap and a cap agreement. Moody's expects collateral losses to range from 4.8% to 5.3%. Litton Loan Servicing LP will service the loans. Moody's has assigned Litton Loan Servicing LP its top servicer quality rating of SQ1 as a primary servicer of subprime loans. These are the rating actions: * C-BASS 2006-CB9 Trust * C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006- CB9 Class A-1, Assigned Aaa Class A-2, Assigned Aaa Class A-3, Assigned Aaa Class A-4, Assigned Aaa Class M-1, Assigned Aa1 Class M-2, Assigned Aa2 Class M-3, Assigned Aa3 Class M-4, Assigned A1 Class M-5, Assigned A2 Class M-6, Assigned A3 Class M-7, Assigned Baa1 Class M-8, Assigned Baa1 Class M-9, Assigned Baa2 Class B-1, Assigned Baa3 Class B-2, Assigned Ba1 Class B-3, Assigned Ba2 CARRIAGE SERVICES: Underperformance Prompts S&P's Negative Outlook ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its rating outlook on Houston, Texas-based funeral home operator Carriage Services Inc. to negative from stable. Ratings on the company, including the 'B' corporate credit rating, were affirmed. The company had $229 million in debt outstanding as of Sept. 30, 2006. "The outlook revision incorporates the company's continued underperformance compared with our earlier expectations, and our belief that there is a minimal cushion under its bank agreement financial covenants," explained Standard & Poor's credit analyst David Peknay. "Lower margins in both its funeral and cemetery businesses reflect the greater-than-expected difficulty in the company's operating turnaround plan." The low-speculative-grade rating on Carriage reflects the funeral home operator's significant financial burden in an industry that, though fairly predictable, is subject to operating uncertainties. The Carriage network of 131 funeral homes in 27 states and 28 cemeteries in 11 states makes the company the fourth-largest rated operator in North America. Carriage is focused on increasing its net revenues per funeral and improving margins, rather than on aggressive expansion. Funds from operations to lease-adjusted debt is weak, at less than 10%. Debt to EBITDA, currently at more than 8x, is below our expectation and should remain above 6x for at least the next couple of years, even if Carriage uses some of its $34 million of cash reserves to boost earnings through acquisitions. Two acquisitions for a total of $17 million are now pending. CENTURYTEL INC: Moody's Holds Preferred Shelf Rating at Ba1 ----------------------------------------------------------- Moody's Investors Service placed Madison River Capital, LLC's B1 senior secured debt on review for possible upgrade. In addition, Moody's affirmed CenturyTel's Baa2 senior unsecured debt rating after CenturyTel's report that it is acquiring Madison River for about $830 million, including the assumption of about $525 million of debt. The rating outlook is stable. The acquisition is expected to close around mid-year 2007. The review of Madison River's ratings will focus on CenturyTel's plans with regard to the existing Madison River debt. Should the debt be unconditionally and irrevocably guaranteed or legally assumed, the ratings will be upgraded to that of CenturyTel. The affirmation of CenturyTel's debt rating is based on Moody's belief that CTL's credit metrics and business risk profile will not significantly weaken as a result of this relatively modest acquisition. Furthermore, the rating agency expects synergies to be quickly realized due, in part, to the good fit between the two companies' properties and assets and CenturyTel's prior experiences of successfully integrating acquisitions. While Moody's expects the transaction will increase CenturyTel's leverage modestly as measured by debt to EBITDA from about 2.4x to 2.8x over the near-term, CenturyTel's ability to generate strong earnings and robust free cash flow is expected to allow it to maintain credit metrics consistent with its Baa2 ratings as long as management maintains its current philosophy regarding its operating strategy, balance sheet and credit profile. As part of this rating action, Moody's affirms CenturyTel, Inc.'s ratings: -- Senior Unsecured Rating at Baa2 -- Senior Unsecured Shelf at Baa2 -- Preferred Shelf at Ba1 -- Commercial Paper at P-2 The rating outlook is stable. Madison River Capital, LLC's ratings are on review for possible upgrade: -- Corporate Family Rating at B1 -- Probability of Default Rating at B2 -- Senior Secured R/C at B1, LGD3, 30% -- Senior Secured Term Loan B at B1, LGD3, 30% Madison River Capital LLC is a rural local exchange carrier headquartered in Mebane, North Carolina. CenturyTel, Inc., headquartered in Monroe, Louisiana is a regional communications company engaged primarily in providing local exchange telephone services in various predominately rural regions of the United States. CHIEF CONSOLIDATED: Hansen Barnett Raises Going Concern Doubt ------------------------------------------------------------- Chief Consolidated Mining Company filed its financial statements for the year ended Dec. 31, 2005, with the Securities and Exchange Commission on Dec. 1, 2006. Hansen, Barnett & Maxwell expressed substantial doubt about Chief Consolidated Mining Company's ability to continue as a going concern after auditing the company's financial statements for the years ended Dec. 31, 2005, 2004, 2003, and 2002. The auditing firm pointed to the company's working capital and capital deficits, and significant losses from operations. In addition, the auditing firm cited that the company has little unrestricted cash, and has significant reclamation and EPA settlement obligations and environmental contingencies. Chief Consolidated Mining Company reported a $2.8 million net loss for the year ended Dec. 31, 2005, compared with a $2.6 million net loss in 2004. The company reported zero revenues for both periods. At Dec. 31, 2005, the company's balance sheet showed $4.2 million in total assets, $55.3 million in total liabilities, $24,727 in minority interest, resulting in a $51.2 million stockholders' deficit. The company's balance sheet at Dec. 31, 2005, also showed strained liquidity with $2.5 million in total current assets available to pay $3.3 million in current liabilities. Full-text copies of the company's consolidated financial statements for the year ended Dec. 31, 2005, are available for free at http://researcharchives.com/t/s?1751 Suspended Mining Operations The company's Burgin Mine is not in operation. In late 2001, the company began mining ore from the Trixie Mine, and began processing ore in the company's Tintic Mill in January 2002. In March 2002, the company encountered unstable mining conditions in the Trixie Mine and suspended mining and processing operations. As a result of the suspended mining and processing operations, the company is not generating any revenues and does not have sufficient funding to make the significant safety improvements required in the Trixie Mine or to continue exploration efforts related to the Burgin Mine. As a result, the company has had no significant operating activity since early 2002. EPA Settlement During 2001, the Environmental Protection Agency placed Eureka Mills Superfund Site on the National Priorities List, as authorized under the Comprehensive Environmental Response, Compensation and Liability Act of 1980. According to the EPA, samples indicate that, approximately 150 acres of soil in the Town of Eureka were contaminated with lead and, to a lesser extent, arsenic. In February 2005, the company confessed to a judgment with the EPA in the amount of $60 million. The judgment will remain in effect until the company has complied with all the requirement of the Consent Decree. As of the current date, the company has not fully complied with all terms of the agreement. The judgment amount of $60 million represents the future value of clean up costs when the terms of the Consent Decree are satisfied on Feb. 9, 2010. About Chief Consolidated Chief Consolidated Mining Company(NASD: CFCM.pk) -- http://www.chiefmines.com/-- through its principal subsidiaries Tintic Utah Metals LLC, a Colorado limited liability company, and Chief Gold Mines Inc., a Delaware corporation, owns interests in mining properties, including the Burgin Mine and the Trixie Mine. Neither mine is currently in production but are subject to the development efforts. The company owns a 75% membership interest in Tintic Utah. Chief Gold Mines is a wholly owned subsidiary. The company also owns or controls approximately 6,000 acres of land in an area known as the Main Tintic District in Utah. The majority of this land is generally considered to be non-mining land and is subject to being sold pursuant to a Consent Decree approved by the United States District Court for the District of Utah in January 2005 on behalf of the Environment Protection Agency. As a result of the suspension of the company's mining operation, the company was forced to lay-off all of its employees in 2002. The company currently has no employees. CITIZENS COMMS: Moody's Rates New $250-Million Senior Notes at Ba2 ------------------------------------------------------------------ Moody's Investors Service assigned Ba2 rating to Citizens Communications Company's proposed $250 million of senior unsecured notes due 2027. The proceeds from the notes are expected to be used to partially fund the cash portion of the acquisition of Commonwealth Telephone Enterprises, which was reported on Sept. 18, 2006. If the acquisition is not consummated, Moody's expects that Citizens will use the proceeds to refinance maturing debt. Moody's affirmed the company's Ba2 corporate family rating with a stable outlook, which incorporated the acquisition of CTCO and an anticipated increase in leverage due to previously contemplated use of $990 million of a bridge facility. Ratings actions: * Citizens Communications Company -- Corporate Family Rating Affirmed Ba2 -- Probability of Default Rating Affirmed Ba2 -- $250 million new Senior Unsecured notes due 2027 Assigned Ba2, LGD4, 55% -- Senior Unsecured Bank Credit Facility Affirmed Ba2, LGD4, 55% -- Senior Unsecured Regular Bond/Debenture Affirmed Ba2, LGD4, 55% -- Outlook is Stable * Citizens Utilities Trust -- Preferred Stock Affirmed B1, LGD6, 97% Citizens Ba2 corporate family rating reflects the company's high debt levels and the expected downward pressure on wireline revenue and cash flow growth in the future. Coupled with the significant dividends that Citizens pays to its shareholders, free cash flow available for debt reduction is likely to remain in the 3%-4% range over the next two years. The ratings and the outlook benefit from the stability of the company's operations, and management's commitment to balance free cash flow allocations between debt and equity constituents. Although Moody's expects Citizens' debt to increase by up to $990 million as a result of the acquisition, the rating agency believes that the operating cash flow capacity of the combined company will allow Citizens to drive leverage towards the 3.5x adjusted debt/EBITDA target in the intermediate term. Although Moody's has affirmed Citizens' SGL2 rating, the liquidity rating could come under pressure due to the drawdown under the bridge loan facility at closing of the CTCO transaction. Citizens Communications is an RLEC providing wireline telecommunications services to approximately 2.1 million access lines in primarily rural areas and small- and medium-sized cities. The company is headquartered in Stamford, Conn. Commonwealth Telephone is an RLEC, headquartered in Dallas, Pennsylvania. CLIENTLOGIC CORP: SITEL Corp. Amends Merger Agreement ----------------------------------------------------- SITEL Corporation and ClientLogic Corporation have entered into an amendment to the previously announced Agreement and Plan of Merger among SITEL, ClientLogic and Stagecoach Acquisition Corporation, dated Oct. 12, 2006. Under the terms of the amendment, SITEL stockholders will receive $4.25 in cash for each outstanding share of common stock of SITEL held, which represents an increase of $0.20 per share in cash from the price of $4.05 per share in cash previously agreed with ClientLogic. The Board of Directors of SITEL has unanimously approved the amendment to the Merger Agreement. The transaction is expected to be completed in the first quarter of 2007 and remains subject to customary closing conditions, including the approval of SITEL's stockholders. On December 6, prior to SITEL entering into the amendment with ClientLogic, The Gores Group, LLC and The Calgary Group, LLC and Jefferies Capital Partners IV LLC revised their previously announced proposal to acquire all of the outstanding shares of common stock of SITEL to lower the proposed price of $4.50 to $4.25 per share in cash. The amendment with ClientLogic required SITEL to terminate the existing discussions with Gores/Calgary/Jefferies although it continues to permit SITEL to respond to additional proposals from third parties in the event the Board of Directors of SITEL determines in good faith after considering advice from its outside advisors that failure to do so would be inconsistent with its fiduciary obligations. In addition, the amendment increases the expense reimbursement portion of the amount payable by SITEL upon termination of the Merger Agreement in circumstances involving an alternative acquisition proposal by $1 million. In connection with the proposed merger with ClientLogic, SITEL has set Jan. 12, 2007 as the date of its 2006 Annual Meeting of Stockholders at which SITEL will seek, among other things, stockholder approval of the Merger Agreement, as amended. Holders of record of SITEL common stock as of 5:00 p.m., New York time, on Dec. 5, 2006 will be entitled to vote at the meeting. The meeting will be held at the Marriott Regency hotel, 10220 Regency Circle, in Omaha, Nebraska. The $4.25 to be paid in cash in the merger for each SITEL share represents an approximate 37.5% premium over the volume-weighted average closing price of SITEL common stock on the New York Stock Exchange for the thirty days prior to the public announcement of the execution and delivery of the Merger Agreement. About ClientLogic ClientLogic Corp. -- http://www.clientlogic.com/-- is a business process outsourcing provider in the customer care and back office processing industries. ClientLogic's footprint spans 49 facilities in 13 countries: Austria, Canada, France, Germany, India, Ireland, Mexico, Morocco, Netherlands, Panama, Philippines, United Kingdom and the United States. * * * As reported in the Troubled Company Reporter on Dec. 18, 2006, Moody's Investors Service placed ClientLogic Corporation's B3 corporate family rating on review for possible upgrade after the company's disclosure of its revised plan to merge with SITEL Corporation and SITEL's recent return to filing timely financial statements with the SEC. COLLINS & AIKMAN: Seeks Approval for ASC Inc. License Agreement --------------------------------------------------------------- Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy Procedure, Collins & Aikman Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Michigan to approve a Settlement and License Agreement, resolving certain litigation between Debtor Dura Convertible Systems, Inc., and ASC Incorporated. On March 30, 2006, ASC commenced Adversary Proceeding No. 06- 04507 in the Bankruptcy Court against Dura. The ASC Complaint alleges four counts of patent infringement relating to convertible tops produced by Dura for the Dodge Viper and Ford Mustang. Specifically, the ASC Complaint alleges infringement of: (a) US Reissue Patent No. RE38,546; (b) US Design Patent No. D442,541; (c) US Design Patent No. D464,605 and (d) US Patent No. 5,785,375. Dura filed its answer to the ASC Complaint on June 21, 2006, and asserted counterclaims seeking declaratory judgments of non- infringement and invalidity of the ASC Patents. The Bankruptcy Court held an initial scheduling conference on August 14, 2006. The triable issues of (a) liability and (b) damages were bifurcated and the Court entered an order setting a trial date of January 9, 2007, on the issue of liability. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, New York, relates that the parties have each served discovery requests on the issues of liability and damages. To alleviate the potential costs to the Debtors' estates, Dura requested that the discovery process be bifurcated as well, however, this request was denied. Dura produced hundreds of thousands of documents and responded to ASC's written discovery. On the verge of spending exorbitant sums to conduct discovery, the Parties agreed to a stay of discovery as they pursue a settlement. Dura and ASC have engaged in significant negotiations to resolve the ASC Lawsuit. Dura and ASC have agreed to resolve the ASC Lawsuit pursuant to the terms and conditions in the Settlement. The Settlement provides, among other things, that Dura will have a license to the ASC Patents for the Ford Mustang and Dodge Viper convertible roof assemblies. The Settlement also allows for the assignment of the license for the ASC Patents to a potential purchaser. The Debtors also agree to pay for a royalty fee, which is far less than the royalty fee that would likely be determined in the event that ASC were to prevail in the ASC Lawsuit. The Ford Mustang and Dodge Viper convertible roof systems can continue to be manufactured and sold at a profit by Dura after paying the royalty fee to ASC. Pursuant to Section 107(d) of the Bankruptcy Code, the Debtors also seek the Court's authority to file the Settlement and License Agreement under seal. Mr. Schrock explains, outside of the bankruptcy process, the information contained in the Settlement generally is held to be confidential because, otherwise, Dura and ASC believe would be competitively disadvantaged in the operation of their businesses by the disclosure of the information. Mr. Schrock notes that ASC licenses the ASC Patents for use by Dura in the production and sale of convertible roof systems for the Ford Mustang and Dodge Viper. If the competitors of Dura or ASC knew the terms of the Settlement, it could provide them with a competitive advantage in their dealings with ASC or Dura, as the case may be. Further, if Dura's customers were aware of the terms of the Settlement, it could provide them with a competitive advantage in negotiating agreements with Dura, Mr. Schrock tells Judge Rhodes. Headquartered in Troy, Michigan, Collins & Aikman Corporation -- http://www.collinsaikman.com/-- is a global leader in cockpit modules and automotive floor and acoustic systems and is a leading supplier of instrument panels, automotive fabric, plastic-based trim, and convertible top systems. The Company has a workforce of approximately 23,000 and a network of more than 100 technical centers, sales offices and manufacturing sites in 17 countries throughout the world. The Company and its debtor-affiliates filed for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927). Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in its restructuring. Lazard Freres & Co., LLC, provides the Debtor with investment banking services. Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors Committee. When the Debtors filed for protection from their creditors, they listed $3,196,700,000 in total assets and US$2,856,600,000 in total debts. COLLINS & AIKMAN: Wants to Further Defer Interest Payments ---------------------------------------------------------- Collins & Aikman Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Michigan to further defer the original deferred payments and defer their obligation to pay certain postpetition interest and letter of credit fees, other than fronting fees, -- that would otherwise be due on the first business day from January to June of 2007 -- until the first business day of August 2007. As reported, the Court approved the JPMorgan Chase Bank debtor-in- possession financing motion on an interim basis on the Petition Date, and approved the JPMorgan DIP Motion on a final basis on July 28, 2005. The postpetition interest payments and letter of credit fees, other than fronting fees, payable under paragraph 11 of the final DIP order are approximately $7,200,000 per month. On Aug. 29, 2006, the Court approved of the Debtors' request to defer their obligation to pay postpetition interest and letter or credit fees, other than fronting fees, to Jan. 1, 2007. As the Court is aware, the Debtors have determined that the best course of action to maximize the value of their assets is to effectuate sales of their businesses as going concerns, given the existing market conditions, Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, New York, says. The Debtors, the agent for the prepetition lenders, and the Debtors' major customers are negotiating an agreement under which the customers will provide the Debtors with substantial financial and other accommodations as well as an agreement on the terms of a Chapter 11 plan. Mr. Schrock notes that since the inception of the Debtors' Chapter 11 cases, their use of cash continues to be a crucial item for the estates. Payment of postpetition interest is a significant monthly obligation for the Debtors' estates. It is beyond dispute that the Prepetition Lenders are entitled to adequate protection for, among other things, use of their collateral and for the priming liens granted under the Final DIP Order, Mr. Schrock tells the Court. The Debtors intend to file a Chapter 11 plan under which the Debtors contemplate on paying the Prepetition Lenders from the cash proceeds received by the Debtors on account of the sale of their assets. Deferral of the payments will help ensure that the Debtors have sufficient liquidity to continue their restructuring and complete the sales of their businesses for the benefit of their estates, creditors, and parties-in-interest, Mr. Schrock asserts. The obligations of the Debtors to pay timely the adequate protection payments, other than the Deferred Payments, will not be affected. Headquartered in Troy, Michigan, Collins & Aikman Corporation -- http://www.collinsaikman.com/-- is a global leader in cockpit modules and automotive floor and acoustic systems and is a leading supplier of instrument panels, automotive fabric, plastic-based trim, and convertible top systems. The Company has a workforce of approximately 23,000 and a network of more than 100 technical centers, sales offices and manufacturing sites in 17 countries throughout the world. The Company and its debtor-affiliates filed for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927). Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in its restructuring. Lazard Freres & Co., LLC, provides the Debtor with investment banking services. Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors Committee. When the Debtors filed for protection from their creditors, they listed $3,196,700,000 in total assets and US$2,856,600,000 in total debts. COMM 2004: S&P Holds Low-B Ratings on Six Certificate Classes ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on all classes of COMM 2004-LNB4's commercial mortgage pass-through certificates. The affirmed ratings reflect credit enhancement levels that provide adequate support through various stress scenarios. As of the Nov. 15, 2006, remittance report, the trust collateral consisted of 117 mortgage loans with an aggregate principal balance of $1.19 billion, compared with 118 loans totaling $1.22 billion at issuance. The master servicer, Capmark Finance Inc., reported primarily year-end 2005 financial information for 95% of the pool. Based on this information, Standard & Poor's calculated a weighted average debt service coverage of 1.65x, compared with 1.6x at issuance. There are two delinquent loans in the pool: -- one is 90-plus-days delinquent and is with the special servicer, CWCapital Asset Management LLC; and, -- the other is 30-plus-days delinquent and is on the master servicer's watchlist. Two loans totaling $29.4 million are with the special servicer, including the aforementioned 90-plus-days delinquent loan, and these loans are discussed further below. To date, the trust has not experienced any losses. The top 10 exposures secured by real estate have an aggregate outstanding in-trust balance of $461.5 million and a DSC of 1.84x, up significantly from 1.64x at issuance. The increase is inflated, however, as five of the top 10 exposures have partial interest-only periods, and the DSC at issuance included the amortization of principal that has not yet commenced. Including the amortization of these loans, the actual DSC is 1.56x. Two of the top 10 exposures are on the master servicer's watchlist and are discussed below. Standard & Poor's reviewed the property inspection reports provided by Capmark for the assets underlying nine of the top 10 exposures, and all were characterized as "good". At issuance, three of the top 10 exposures exhibited credit characteristics consistent with investment-grade obligations and have continued to perform at investment-grade levels. Details of these exposures: -- The second-largest exposure in the pool, 731 Lexington Avenue-Bloomberg Headquarters, is secured by a 694,600-sq.- ft. class A office condominium interest in a 1.39 million-sq.-ft. development in Manhattan. The property is encumbered by a $308 million A note that is split into four pari passu pieces, of which $72.6 million is the trust balance. In addition, there is an $84.4 million B note that is held outside the trust. Reported DSC was 3.09x as of Dec. 31, 2005, and occupancy was 100% as of July 2006. The master servicer reported a 46% improvement in the net cash flow due to significantly higher revenue. -- The third-largest exposure, the Strategic Hotel portfolio, is encumbered by a $174.4 million A note that is split into four pari passu pieces, of which $67.8 million represents the trust balance. In addition, there are four B notes totaling $27.6 million that are held outside the trust. The collateral securing this loan consists of a fee interest in three luxury Hyatt Regency hotels totaling 2,315 rooms in New Orleans, Louisiana, Phoenix, Arizona, and La Jolla, California. The master servicer placed this loan on the watchlist because the New Orleans property suffered substantial damage as a result of Hurricane Katrina in August 2005. The hotel has been closed for repairs and renovations since that time, and the reopening is scheduled for September 2007. Insurance proceeds totaling $35 million are funding the repairs, while business interruption insurance, which will be in place for 12 months after the hotel has been reopened for business, is paying the debt service allocated to the property. As of August 2006, the combined DSC was 0.93x. Standard & Poor's will continue to monitor the loan's performance through the renovation process and the reopening of the New Orleans property. -- The sixth-largest exposure, 280 Trumbull Street, has a trust balance of $33.9 million and is secured by a 664,500-sq.-ft. class A office building in Hartford, Connecticut. Standard & Poor's adjusted NCF is comparable to its level at issuance. Reported DSC was 2.82x as of December 2005, and occupancy was 89% as of June 2006. The largest exposure with the special servicer, Campus East Apartments, has a trust balance of $20.5 million and consists of a 266-unit multifamily student housing apartment complex in Lynchburg, Virginia. The loan was transferred to the special servicer in May 2005 after the borrower failed to provide a plan to adequately address the numerous mechanic liens in excess of $1 million against the property. All of the mechanic liens were related to renovations required on the property by Liberty University, which leased 100% of the property from the borrower. According to the special servicer, all of the liens have been settled. The loan is current. The special servicer is currently monitoring the loan before returning it to the master servicer. The remaining exposure with the special servicer, Spartan Landing Apartments, is 90-plus-days delinquent and is secured by an 80-unit multifamily student housing apartment complex in Tulsa, Oklahoma. The loan with a total exposure of $9.4 million was transferred to the special servicer in October 2005 due to monetary default. As of October 2006, the property was 59% occupied. The borrower has not provided recent financial information on the performance of the property. The borrower is reportedly negotiating a sale of the property and assumption of the loan with an interested party, but it has not disclosed the terms at this time. Fifteen loans totaling $199.5 million are currently on the master servicer's watchlist, including two of the top 10 exposures, which represent approximately 53% of the total. The largest exposure on the watchlist is the aforementioned Strategic Hotel portfolio. The fifth-largest exposure, Metro I Building, has a current balance of $38.9 million. The loan is secured by a 310,300-sq.-ft. class A office building that is part of a larger mixed-used development, University Town Center, in Hyattsville, Maryland. The loan is on the watchlist because the largest tenant is currently on a month-to-month lease term after its lease expired in late 2006. The property reported a DSC of 1.42x as of June 2006 and an occupancy rate of 99% as of October 2006. The remaining loans on the watchlist have low DSC, low occupancy, upcoming lease expirations, or a major tenant filing for bankruptcy. Standard & Poor's stressed various assets in the mortgage pool as a part of its analysis, including those with the special servicer, on the watchlist, or otherwise considered credit impaired. The resultant credit enhancement levels adequately support the affirmed ratings. Ratings Affirmed COMM 2004-LNB4 Commercial Mortgage Pass-Through Certificates Class Rating Credit enhancement ----- ------ ------------------ A-1 AAA 12.93% A-1A AAA 12.93% A-2 AAA 12.93% A-3 AAA 12.93% A-4 AAA 12.93% A-5 AAA 12.93% B AA 10.88% C AA- 9.99% D A 8.07% E A- 7.17% F BBB+ 5.89% G BBB 4.61% H BBB- 3.58% J BB+ 3.20% K BB 2.94% L BB- 2.43% M B+ 1.79% N B 1.54% O B- 1.28% X-C AAA N/A X-P AAA N/A N/A-Not applicable. COMMUNITY HEALTH: S&P Holds Corporate Credit Rating at BB- ---------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Brentwood, Tennessee-based hospital operator Community Health Systems Inc. to stable from positive. "The outlook revision considers the $100 million increase in the size of its recent incremental bank loan to $400 million from $300 million, and the announcement earlier this week of a new five million share repurchase program," noted Standard & Poor's credit analyst David Peknay. "We now believe that the company's financial profile will not improve much, if at all, from current levels due to these actions and relatively weak industry conditions." All existing ratings on Community Health Systems Inc. and related entities, including the 'BB-' corporate credit rating, were affirmed. Total debt outstanding was $1.8 billion as of Sept. 30, 2006. The rating on Community Health reflects the industry challenges that the company faces, particularly the uncertain future reimbursement it will receive from the government and other third- party payors. This uncertainty is somewhat mitigated by the company's diversified hospital portfolio. Community Health operates 76 hospitals in 22 states, primarily in small non-urban markets with stable or growing populations. The company acquires weak, underperforming hospitals and attempts to build revenues by enhancing physician recruitment and broadening services. Standard & Poor's expects Community Health to continue to grow, adding several hospitals per year, net of any hospital dispositions. This strategy is somewhat risky because of the difficulty in turning around acquired assets that are troubled. However, Standard & Poor's believes that the company's diversified hospital portfolio, strong position as the sole provider in the majority of its communities, and good results with previously acquired facilities help mitigate these risks. Debt leverage remained relatively flat over the past year despite Community Health's acquisition activity, aided by the reinvestment of increasing operating cash flow. Debt to EBITDA was 3.2x as of Sept. 30, 2006, compared with about 3.6x for the year-earlier period and 3.3x at Dec. 31, 2005. Funds from operations to lease- adjusted debt also remained consistent over the past year, in the 20%-25% range. As Standard & Poor's expected, significant cash reserves earlier in the year were applied to the company's $137 million of share repurchases, and acquisition spending of $317 million in the first nine months of 2006 far exceeded the $80 million invested in the first nine months of 2005. This accelerated spending helped increase debt by $126 million in the third quarter and could contribute to a slight increase in debt leverage, particularly if high bad debt levels hurt earnings. CONVERIUM GROUP: A.M Best Lifts Financial Strength Rating to B+ --------------------------------------------------------------- A.M. Best Co. has upgraded the financial strength rating to B+ (Very Good) from B- (Fair) and the issuer credit rating to "bbb-" from "bb-" for Converium Reinsurance (North America) Inc. (Stamford, CT). A.M. Best has also upgraded the FSR to B+ (Very Good) from B (Fair) and the ICR to "bbb-" from "bb" of Converium Insurance (North America) Inc. (Fort Lee, NJ). Concurrently, A.M. Best has upgraded the ICR to "bbb-" from "b-" and the debt rating to "bbb-" from "b-" of the $200 million 7.125% senior unsecured notes, due 2023 of Converium Holdings (North America) Inc. (Stamford, CT). All ratings have been removed from under review and assigned a stable outlook. The aforementioned ratings were placed under review with positive implications following the Oct. 17, 2006 announcement that National Indemnity Company (Omaha, NE), a Berkshire Hathaway [NYSE: : BRK.A] company, entered into a definitive agreement to purchase CHNA. These ratings actions follow the completion of the acquisition and are reflective of the outstanding financial strength and capacity of the National Indemnity Company. A.M. Best Co., established in 1899, is the world's oldest and most authoritative insurance rating and information source. CONVERIUM HOLDING: Closes $295MM Sale of North American Operations ------------------------------------------------------------------ Converium Holding AG disclosed, following the receipt of all necessary regulatory approvals, the closing of the sale of its North American operations to National Indemnity Company. Inga Beale, chief executive officer, said: "With the announcement, we have achieved finality on our North American operations. The closing of the transaction meets a major condition for a ratings upgrade by Standard & Poor's." The company disclosed, on Oct. 17, 2006, that it has signed a definitive agreement to sell its North American operations to National Indemnity Company for a total consideration of $295 million comprised of $95 million in cash and $200 million in assumption of debt. The closing of the sale will reduce the company's exposure significantly as National Indemnity Company will assume all of the North American operations' reinsurance liabilities of $1.06 billion as of June 30, 2006, as well as $200 million of debt issued by Converium Holdings (North America) Inc. About National Indemnity Company National Indemnity Company is a property/casualty member of the Berkshire Hathaway group of insurance companies, which focuses on commercial auto and general liability market. About Converium Holding AG Headquartered in Zug, Switzerland, Converium Holding AG (NYSE: CHR) -- http://www.converium.com/-- provides treaty and individual coverage for risks including accident and health, credit and surety, e-commerce, third party and professional liability, life, and special casualty. The company also operates in Germany, United Kingdom, France, Malaysia, Singapore, Australia, Japan, Bermuda, Argentina, U.S.A., Brazil and Canada. * * * In October 2006, Fitch Ratings placed Swiss-based Converium AG's Insurer Financial Strength BBB- rating on Rating Watch Positive. The agency has also placed other ratings within the Converium group on RWP. Converium group ratings are: Converium AG's IFS BBB- on RWP; Converium AG's Issuer Default rating BBB- on RWP; Converium Insurance (U.K.) Limited's IFS BBB- on RWP; Converium Ruckversicherungs (Deutschland) AG's IFS BBB- on RWP; Converium Holding AG's IDR BB on RWP; and Converium Finance S.A.'s $200 million subordinated debt due 2032 BB+ on RWP. CORVIALE LLC: Case Summary & Four Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Corviale, LLC P.O. Box 98437 Las Vegas, NV 89193-8437 Bankruptcy Case No.: 06-13807 Chapter 11 Petition Date: December 11, 2006 Court: District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Bob L. Olson, Esq. 530 Las Vegas Boulevard South Las Vegas, NV 89101 Tel: (702) 385-3373 Fax: (702) 385-9447 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Four Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Kolesar & Leatham, Chartered $26,717 3320 West Sahara Avenue, Suite 380 Las Vegas, NV 89102 Maria Nuntile Unknown 1070 West Horizon Ridge, Suite 210 Henderson, NV 89012 Valencia Communities Unknown 4252 Richmond, Suite 220 Houston, TX 77027 Cynthia Brog Unknown [no address provided] CORUS GROUP: Adjourns Meetings Following Regulator's Ultimatum -------------------------------------------------------------- The Directors of Corus Group Plc intend to propose resolutions to shareholders at each of the reconvened Court Meeting and Extraordinary General Meeting to be held today, Dec. 20, 2006, to adjourn the meetings until further notice. Any notice of the adjourned EGM and Court Meeting would be given as appropriate in accordance with the articles of association of the Company and the direction of the Court, respectively. Earlier, the Panel on Takeovers and Mergers announced that the last date for each of Tata and CSN to announce revised offers for the Company, should they wish to do so, is Jan. 30, 2007. The Company would therefore expect the competitive situation to be resolved, at the latest, on or shortly after that date. In relation to the Court Meeting and EGM to be held today, the Corus Directors, who have been advised by Credit Suisse, JPMorgan Cazenove and HSBC intend, assuming that the current circumstances are prevailing at that time to: -- propose resolutions to Corus Shareholders to adjourn those meetings sine die until further notice; -- recommend that Corus Shareholders vote in favor of any such adjournment resolutions; and -- exercise their discretion under any instrument appointing any of them as proxy for a Corus Shareholder at the reconvened EGM or Court Meeting so as to vote in favor of any such adjournment resolutions. If circumstances change between the time of this announcement and the times of the reconvened EGM and Court Meeting to be held today, the Board will reconsider its current intention to propose and recommend that shareholders vote in favor of adjournment resolutions and the Corus Directors will reconsider their intention as to how to vote such proxies as they may hold for Corus Shareholders thereon. Corus Shareholders who wish the discretion afforded by any existing instrument of proxy to remain in place should take no action. Unrevoked proxies will also remain valid at any adjournment of the reconvened Court Meeting or the EGM. Any Corus Shareholder who no longer wishes any existing instrument appointing a Corus Director (or any other person) as their proxy to remain in place should: -- attend and vote at the reconvened Court Meeting and/or EGM in person, in which case their proxy will not be capable of exercising their votes; -- revoke their existing proxy appointment and/or, where possible, appoint a different person as their proxy with specific instructions on how to vote on any resolutions; or -- provide different instructions to their existing proxy. About Tata Steel Established in 1907, Tata Steel is Asia's first and India's largest private sector steel company. Tata Steel is among the lowest cost producers of steel in the world and one of the few select steel companies in the world that is EVA+ (Economic Value Added). About Companhia Siderurgica Nacional Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional S.A. -- http://www.csn.com.br/-- produces, sells, exports and distributes steel products, like hot-dip galvanized sheets, tin mill products and tinplate. The company also runs its own iron ore, manganese, limestone and dolomite mines and has strategic investments in railroad companies and power supply projects. The group also operates in Portugal and the U.S. About Corus Group Corus Group plc, fka British Steel, was formed when the UK privatized its major steelworks in 1988. It then changed its name to Corus Group after acquiring most of Dutch rival Koninklijke Hoogovens. Corus makes coated and uncoated strip products, sections and plates, wire rod, engineering steels, and semi- finished carbon steel products. It also manufactures primary aluminum products. Customers include companies in the automotive, construction, engineering, and household-product manufacturing industries. * * * As reported in the Troubled Company Reporter on Oct. 25, 2006, Moody's Investors Service placed Corus Group plc's Ba2 Corporate Family and other ratings under review. CORUS GROUP: Auction Looms If Buyer Remains Unnamed by Jan. 31 -------------------------------------------------------------- The contest between Tata Steel U.K. Limited and CSN Acquisitions Ltd. to acquire Corus Group Plc may turn into an auction if the company fails to name its buyer by Jan. 30, 2007, Bloomberg News reports. The Panel on Takeovers and Mergers said that it requires an auction procedure to determine Corus' buyer if the "competitive situation" between Tata Steel and CSN remains unresolved by the given date. CSN Bid As reported in the Troubled Company Reporter on Dec. 13, CSN increased its purchase offer for Corus to $9.6 billion or 515 pence a share, topping Tata Steel's 500 pence per share offer. Companhia Siderurgica's proposed purchase of Corus will be funded through a BP4.35 billion of debt underwritten by Barclays Plc, ING Groep NV and Goldman Sachs Group Inc., Bloomberg says, citing Chief Financial Officer Otavio Lazcano as saying. Meanwhile, Companhia Siderurgica promised to pay BP138 million to fund the deficit in the Corus Engineering Steels Pension Scheme, Bloomberg says. Also, the steelmaker will raise the contribution rate on the British Steel Pension Scheme to 12% from 10% until March 31, 2009. The company's success in acquiring Corus hinges on the unions' support, according to published reports. Tata Offer As reported in the Troubled Company Reporter on Dec. 11, the Boards of Directors of Tata Steel Ltd. and Corus Group plc have agreed the terms of an increased recommended revised acquisition at a price of 500 pence in cash per Corus share. Under the terms of the Revised Acquisition, Corus shareholders will be entitled to receive 500 pence in cash for each Corus Share. This represents a price of 1,000 pence in cash for each Corus ADS. The terms of the Revised Acquisition value the entire existing issued and to be issued share capital of Corus at approximately GBP4.7 billion and the Revised Price represents: -- an increase of approximately 10% compared with 455 pence, being the Price under the original terms of the Acquisition; -- on an enterprise value basis, a multiple of approximately 7.5x EBITDA from continuing operations for the 12 months to Sept. 30, 2006 (excluding the non-recurring pension credit of GBP96 million) and a multiple of approximately 5.9x EBITDA from continuing operations for the year ended Dec. 31, 2005; -- a premium of approximately 38.7% to the average closing mid-market price of 360.5 pence per Corus Share for the 12 months ended Oct. 4, 2006, being the last business day before the announcement by Tata Steel that it was evaluating various opportunities including Corus; and -- a premium of approximately 22.7% to the closing mid-market price of 407.5 pence per Corus Share on Oct. 4, 2006, being the last business day before the announcement by Tata Steel that it was evaluating various opportunities Including Corus. The terms of the Revised Acquisition remain subject to the conditions and do not affect Tata Steel's intentions regarding the business of Corus, its management, employees and locations, nor the proposals relating to Corus's pension schemes, the Corus Share Schemes, Convertible Bonds or cancellation of the Deferred Shares. About Companhia Siderurgica Nacional Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional S.A. -- http://www.csn.com.br/-- produces, sells, exports and distributes steel products, like hot-dip galvanized sheets, tin mill products and tinplate. The company also runs its own iron ore, manganese, limestone and dolomite mines and has strategic investments in railroad companies and power supply projects. The group also operates in Portugal and the U.S. About Tata Steel Established in 1907, Tata Steel is Asia's first and India's largest private sector steel company. Tata Steel is among the lowest cost producers of steel in the world and one of the few select steel companies in the world that is EVA+ (Economic Value Added). About Corus Group Corus Group plc, fka British Steel, was formed when the UK privatized its major steelworks in 1988. It then changed its name to Corus Group after acquiring most of Dutch rival Koninklijke Hoogovens. Corus makes coated and uncoated strip products, sections and plates, wire rod, engineering steels, and semi- finished carbon steel products. It also manufactures primary aluminum products. Customers include companies in the automotive, construction, engineering, and household-product manufacturing industries. * * * As reported in the Troubled Company Reporter on Oct. 25, 2006, Moody's Investors Service placed Corus Group plc's Ba2 Corporate Family and other ratings under review. COUDERT BROTHERS: Creditors Have Until Jan. 31 to File Claims ------------------------------------------------------------- The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York set Jan. 31, 2007, at 5:00 p.m. EST, as the deadline for all creditors owed money by Coudert Brothers LLP to file formal written proofs of claim on account of claims arising prior to Sept. 22, 2006. Governmental units have until March 21, 2007, to file their claims. Proofs of claim must be filed either by mailing the original proof of claim to the: U.S. Bankruptcy Court Southern District of New York Coudert Brothers LLP Claims Processing Center Bowling Green Station PO Box 5045, New York, NY 10274-5045 or by delivering the original proof of claim by hand or overnight courier to: The U.S. Bankruptcy Court Southern District of New York Coudert Brothers LLP Claims Processing Center One Bowling Green Room 534, New York, New York 10004-1408 Coudert Brothers LLP was an international law firm specializing in complex cross border transactions and dispute resolution. The firm had operations in Australia and China. The Debtor filed for Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case No. 06-12226). John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents the Debtor in its restructuring efforts. Brian F. Moore, Esq., and David J. Adler, Esq., at McCarter & English, LLP, represent the Official Committee Of Unsecured Creditors. In its schedules of assets and debts, Coudert listed total assets of $29,968,033 and total debts of US$18,261,380. The Debtor's exclusive period to file a chapter 11 plan expires on Jan. 20, 2007. COUDERT BROTHERS: Panel Hires McCarter & English as Counsel ----------------------------------------------------------- The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York allows the Official Committee of Unsecured Creditors of Coudert Brothers LLP to retain McCarter & English, LLP, as its bankruptcy counsel, nunc pro tunc to Oct. 17, 2006. McCarter & English will: a) advise the Committee with respect to its rights and responsibilities under the Bankruptcy Code; b) assist the Committee in performing its duties under the Bankruptcy Code; c) represent the Committee in Matters pertaining to the Debtor's use of cash collateral and debtor-in-possession financing; d) identify and prosecute claims, adversary proceedings and causes of action that may be properly asserted by the Committee; e) assist the Committee in negotiating and structuring a plan of reorganization or liquidation for the Debtor; f) analyze any and all offers submitted to purchase some or all of the Debtor's assets; g) advise the Committee with respect to the Debtor's ongoing operations during its chapter 11 case; h) examine proofs of claims; i) appear before the Bankruptcy Court, other courts and administrative agencies in connection with matters relating to the administration of the Debtor's estate; and j) file motions, applications and other pleadings before the Bankruptcy Court in this chapter 11 case and object, assent, and respond to motions, applications and other pleadings filed by the Debtor and other parties-in- interest. The current hourly rate for McCarter & English's professionals are: Designation Hourly Rate ----------- ----------- Partners $285 to $625 Associates $170 to $340 Paraprofessionals $50 to $180 David J. Adler, Esq., a partner at McCarter & English, assures the Court that his firm does not hold any interest adverse to the Debtor's estate and is "disinterested" under section 101(14) of the Bankruptcy Code. Coudert Brothers LLP was an international law firm specializing in complex cross border transactions and dispute resolution. The firm had operations in Australia and China. The Debtor filed for Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case No. 06-12226). John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents the Debtor in its restructuring efforts. Brian F. Moore, Esq., and David J. Adler, Esq., at McCarter & English, LLP, represent the Official Committee Of Unsecured Creditors. In its schedules of assets and debts, Coudert listed total assets of $29,968,033 and total debts of US$18,261,380. The Debtor's exclusive period to file a chapter 11 plan expires on Jan. 20, 2007. CVS CORP: Earns $284.2 Million in Third Quarter of 2006 ------------------------------------------------------- CVS Corporation reported earnings for the third quarter ended Sept. 30, 2006. Net earnings for the quarter increased 12.5% to $284.2 million compared with net earnings of $252.7 million in the third quarter of 2005. The Company estimates that the acquisition of 701 standalone Sav-on and Osco drugstores on June 2, 2006, had a negative impact in the third quarter of 2006. The company's third quarter results compared with last year were driven by significant sales growth, continued improvement in gross margins, and solid expense control in the core business. "Our solid third quarter results reflect the continued strength of our business across our markets. We delivered strong sales results and improved gross margin in both the pharmacy and front- end businesses," CVS Corporation chairman, president, and chief executive officer Tom Ryan stated. "We also made significant progress on the integration of the stores we purchased from Albertson's on June 2nd. We completed the systems integration and began remodeling the Sav-on and Osco stores to look and feel like CVS/pharmacies. The early feedback from customers has been highly positive, and we are optimistic about the benefits we will achieve once the stores are re- introduced to customers. Mr. Ryan continued, "Additionally, we completed the purchase of MinuteClinic, the pioneer and largest provider of retail-based health clinics in the U.S., and we expect to roll out this valued service to our customers nationwide, at a pace of expansion that is appropriate to the business opportunity." CVS previously reported that net sales for the third quarter increased 24.9% to $11.2 billion, up from $9 billion during the third quarter of 2005. Same store sales (sales from stores open more than one year) for the quarter rose 9.1%, while pharmacy same store sales rose 10.2% and front-end same store sales increased 6.4%. Same store sales do not include the sales results of the drugstores acquired on June 2, 2006. These acquired stores will be included in same store sales following the one-year anniversary of the acquisition, beginning in fiscal July 2007. Total pharmacy sales represented 70.3% of total company sales for the quarter. Third party prescription sales were 94.5% of pharmacy sales for the quarter. For the third quarter, CVS opened 32 new stores, closed 80 stores, and relocated 25 others. As of Sept. 30, 2006, CVS operated 6,157 retail and specialty pharmacy stores in 43 states and the District of Columbia. At Sept. 30, 2006, the company's balance sheet showed $21.127 billion in total assets, $11.693 billion in total liabilities, and $9.434 billion in total stockholders' equity. Full-text copies of the company's third quarter financials are available for free at http://ResearchArchives.com/t/s?174a About CVS Corp. CVS Corp. (NYSE: CVS) -- http://www.cvs.com/-- is America's largest retail pharmacy, operating approximately 6,200 retail and specialty pharmacy stores in 43 states and the District of Columbia. With more than 40 years in the retail pharmacy industry, CVS serves the healthcare needs of all customers through its CVS/pharmacy stores; its online pharmacy, CVS.com; its retail- based health clinic subsidiary, MinuteClinic; and its pharmacy benefit management, mail order and specialty pharmacy subsidiary, PharmaCare. * * * As reported in the Troubled Company Reporter on Nov. 15, 2006, Moody's Investors Service placed CVS Corp.'s Ba1 rating on $125,000,000 Series A-2 securities lease obligations on review for possible upgrade. DELPHI CORP: Judge Drain Approves KPMG's Work Expansion ------------------------------------------------------- The Honorable Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York permits Delphi Corporation and its debtor-affiliates to expand the scope of KPMG LLP's services to include: -- providing international tax package improvement project services to the Debtors; -- assisting the Debtors in internal reporting initiatives; -- providing staff assistance in connection with a special investigation at the Debtors' HD Flint Facility; -- assisting the Debtors in developing transfer prices on certain transactions between the Debtors' related party affiliates in the U.S. and Canada; and -- assisting the Debtors with improving the financial close, consolidation and management reporting processes, including but not limited to finance restructuring, corporate accounting follow-up review; division reviews; corporate accounting re-visit and validation; report preparation and project stakeholders reviews, and deliverables. Judge Drain also approves the fees the Debtors propose to pay to KPMG in connection with the firm's additional duties. As reported in the Troubled Company Reporter on Nov. 20, 2006, KPMG has agreed to apply a voluntary 25% discount for its fees for international tax package improvement project services. Consequently, the Debtors will pay KPMG these hourly rates international tax improvement project services: Professional Hourly Rate ------------ ----------- Partner $470 Senior Manager 375 Manager 265 Senior Associate 210 Associate 170 KPMG has agreed to apply a voluntary 40% discount to its internal reporting fees. The Debtors will pay KPMG these hourly rates for internal fee reporting services: Professional Hourly Rate ------------ ----------- Partner $465 Director 450 Manager 432 Senior 315 Staff 231 KPMG has agreed to apply a voluntary 62.6% discount for its special investigation fees. The Debtors will pay KPMG's Senior Associates an hourly rate of $140. The Debtors will pay KPMG a Transfer Services Fee equal to the lesser of (i) the fees represented by the actual time incurred to complete the project at KPMG's standard hourly rates, or (ii) $45,000. KPMG has agreed to apply a voluntary 40% discount to its fees for financial close, consolidation and management reporting processes. The Debtors will pay KPMG these discounted hourly rates for consolidation and management report processing services: Professional Hourly Rate ------------ ----------- Partner $480 Director 465 Managing Director 465 Senior Manager 450 Manager 435 Senior Associate 300 Associate 195 The Debtors will reimburse KPMG for all incurred necessary expenses, including travel, lodging, meals, telephone, videoconferencing, word-processing, graphics, and administrative support. Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The Company's technology and products are present in more than 75 million vehicles on the road worldwide. The Company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) DELTA AIR: Board Rejects US Airways' Unsolicited Merger Proposal ---------------------------------------------------------------- Delta Air Lines outlined key reasons why its Board of Directors rejected the unsolicited merger proposal made by US Airways on Nov. 15, 2006, and concluded that the company's standalone Plan of Reorganization will provide creditors with superior value as well as a faster recovery and much greater certainty of execution. After a thorough analysis, the Board concluded that the US Airways proposal of $8.4 billion will result in substantially inferior value for creditors compared with Delta's standalone Plan, which is estimated by Delta's financial adviser, The Blackstone Group, to have a consolidated equity value for the company of approximately $9.4 billion to $12.0 billion. Further, the Board determined that the US Airways proposal is structurally flawed, because it: -- Has an unacceptably high risk of not achieving antitrust clearance because the US Airways proposal would harm consumers and communities; -- Has overwhelming labor issues precluding attainment of claimed synergies; -- Depends on achieving "synergies" that are premised on faulty economic assumptions; -- Saddles the company with a precariously high debt load; -- Would reverse Delta's progress and erode the value of the Delta brand; and -- Would expose Delta to merger-related risks. US Airways continues to experience significant integration problems and has not completed its prior, much smaller merger with America West; it is not equipped to simultaneously integrate a substantially larger company. "Delta today is moving forward with a plan designed to provide significant value to our creditors as well as customers, employees and other key stakeholders on a timely basis," Delta chief executive officer Jerry Grinstein said. "By contrast, the US Airways proposal provides inferior value to our standalone plan, is structurally flawed, and raises overwhelming regulatory and labor issues that -- after a lengthy delay -- are likely to prevent the proposed merger from being completed. "For these reasons, Delta's Board of Directors has unanimously rejected the proposed transaction. Instead, we will continue to focus on creating value by building an airline that combines a right-sized domestic network and a profitable and expanding international presence with an best-in-class network cost structure and a strong balance sheet." The US Airways proposal is not in the best interest of Delta's creditors and other stakeholders because: -- The proposal is not likely to be cleared by the Department of Justice because it would hurt consumers and communities. The proposed merger would substantially reduce competition because US Airways and Delta have an extremely high percentage of overlapping routes and hubs. This creates major antitrust concerns and regulatory obstacles that would, at the very least, delay closing of this transaction for a considerable period and likely prevent the transaction from closing at all. -- Among other things, the merger would create approximately 2,000 city pairs -- the relevant measure for DOJ analysis -- where the combined airline would have a monopoly passenger share position of over 90%. -- The proposal would result in over 9,500 city pairs with reductions in competition that create a presumption of market power under DOJ merger guidelines. Delta believes consumers have valid reason for concern, as pricing has gone up, not down, on approximately 6,600 US Airways routes following its merger with America West. -- The proposal would also reduce service for Charlotte, Atlanta, Pittsburgh, Salt Lake City, and New York-JFK, among others. In 127 small communities throughout the nation, the merged company would be the dominant or monopoly carrier, a situation likely to result in increased fares. -- According to Delta's analysis, attempts to portray low-cost carriers as the cure-all to this concentration of market power are flawed because low-cost carriers have no presence in, and are unlikely to enter, more than 110 U.S. cities where the combined carrier would be the dominant carrier. -- In addition, the economics in those markets do not match those of other markets low-cost carriers have chosen to enter. "A decrease in service, which is so central to the economics of the US Airways proposal, would have a profound impact," Delta chief operating officer Jim Whitehurst said. "In many small communities that Delta or US Airways serve today, this transaction would result in less service and higher fares. For every market where US Airways lowered fares over the past year, it has increased fares in almost four other markets. Since its merger with America West, US Airways has raised fares more than its competitors have, with US Airways fares increased nearly two times that of other network carriers." Overwhelming labor issues would scuttle the proposed transaction. Delta's employees are voicing their strong opposition to this proposed transaction, and expressing their strong support for Delta's standalone plan. The Delta unit of the Air Line Pilots Association, the union representing Delta's more than 6,000 pilots, has stated its view that the US Airways proposal would violate the pilots' collective bargaining agreement. ALPA has publicly said -- and Delta agrees -- that provisions in the Delta-ALPA contract would prohibit the combined company from implementing the capacity reductions that are the economic foundation of the proposed transaction. Among other things, the contract would prohibit the reduction of scheduled pilot block hours operated by Delta pilots below pre- merger levels, which would make it impossible for the combined company to reduce capacity by 10%. ALPA and Delta also agree that the contract would prohibit the combined company from paying the pilots not to fly. In addition, that and other restrictive provisions of the Delta-ALPA contract would remain in effect for a far greater period of time than presumed by US Airways. The proposal's projected network and cost "synergies" are based on deeply flawed economic assumptions. Delta's analysis demonstrates that US Airways' claimed $1.65 billion in synergies and financial benefits from the proposed merger are significantly overstated. US Airways has ignored major negative synergies -- "dis-synergies" -- that previous transactions have proven will occur. The issues resulting from US Airways' stated need to reduce the network by 10% for the economics of its proposal to work are likely insurmountable, including the loss of approximately 10,000 mainline jobs, 80 mainline aircraft, and nearly 100 regional aircraft. These measures would trigger significant dis-synergies in the form of higher labor costs and creditor claims that would offset any savings. Merger-related fleet and facility rejections would create incremental bankruptcy claims of more than $1 billion and delay the company's emergence from Chapter 11 well into 2008 or beyond. Additionally, one-time costs would exceed $1 billion. Moreover, US Airways apparently has included in its estimates very substantial cost savings that Delta has already achieved. "We do not believe this proposal will create the most profitable network carrier with the lowest labor costs as US Airways claims," Delta executive vice president and chief financial officer Edward Bastian commented. "Labor integration and fleet complexity alone would substantially increase costs. The proposal overestimates synergies while downplaying the impact of trying to achieve them at the expense of our people, the traveling public, and the communities we serve." The combined company would be saddled with a precariously high total debt load in a fragile industry. Delta's analysis confirmed that the proposal would result in approximately $23 billion in total debt for the combined entity -- versus approximately $10 billion in total debt for a standalone Delta when the Company emerges from Chapter 11. "If our industry has learned anything, it is that having a precariously high level of debt on the balance sheet is not the way to prudently run an airline, and that dealing with a huge debt burden usually leads to poor employee relations and an inferior product for customers. One thing is certain: while US Airways claimed synergies are illusory and transient, the debt is not," Mr. Bastian said. US Airways' domestic-focused strategy and de-emphasis of premium service would reverse Delta's progress and greatly dilute the value of its brand. US Airways' domestic-focused strategy, which is designed to generate profits in the short term by reducing capacity in existing markets and de-emphasizing the quality of the service offering, is short-sighted and not in the best long-term interest of Delta's customers and the communities it serves. Delta continues to focus on its plan to pursue new international market and revenue opportunities from the solid base of its right- sized domestic network, an appropriate cost structure, and high levels of customer service. The quality of Delta's service would suffer if the US Airways proposal were to go forward. A J.D. Power and Associates survey in 2006 indicated that service has suffered across the merged US Airways. In that survey, US Airways ranked last in aircraft condition and flight crew, and next to last in reservations, boarding/deplaning/baggage, and in- flight service, and third from last in customer service. Delta, by contrast, remains at or near the top among network carriers in every significant category, delivering on its commitment to quality customer service. US Airways continues to experience significant integration problems and has not completed its prior, smaller merger. It is not equipped to simultaneously integrate a substantially larger company. The most recent US Airways Form 10-Q filing contains several examples of problems in the integration of US Airways and America West, including the following statements by US Airways: "We have encountered complications and difficulties in integrating some of the company's automated systems and have not completed those integration efforts, including efforts to combine our two computerized airline reservation systems..." "(HP[America West]/US) face significant challenges in consolidating functions, integrating their organizations, procedures and operations in a timely and efficient manner and retaining key Company personnel. The integration has been and will continue to be costly, complex and time consuming and management will continue to devote substantial effort to that integration and may have its attention diverted from ongoing operational matters or other strategic opportunities..." "Some of our unions have brought grievance arbitrations in the context of the labor integration process. Unions may bring additional court actions or grievance arbitrations and may seek to compel us to engage in the bargaining process..." Delta observed that even now, 8 out of 9 labor agreements being negotiated to cover the work groups of US Airways and America West remain unsettled, months after the "completion" of the merger between those two airlines. Mr. Grinstein concluded, "We must not reverse direction. We have made great progress in our plan to deliver value to creditors, quality service to customers and benefit all of our stakeholders. "Now that Delta's Board of Directors and management have rejected the US Airways proposal, we trust Doug Parker will keep his word and cease pursuing his proposal so our respective organizations can return to competing vigorously in the marketplace." About US Airways Headquartered in Arlington, Virginia, US Airways Group Inc.'s (NYSE: LCC) -- http://www.usairways.com/-- primary business activity is the ownership of the common stock of: * US Airways, Inc., * Allegheny Airlines, Inc., * Piedmont Airlines, Inc., * PSA Airlines, Inc., * MidAtlantic Airways, Inc., * US Airways Leasing and Sales, Inc., * Material Services Company, Inc., and * Airways Assurance Limited, LLC. Under a chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another chapter 11 petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it lists $8,805,972,000 in total assets and $8,702,437,000 in total debts. The Debtors' chapter 11 plan for its second bankruptcy filing became effective on Sept. 27, 2005. The Debtors completed their merger with America West on the same date. US Airways, US Airways Shuttle, and US Airways Express operate approximately 3,800 flights per day and serve more than 230 communities in the U.S., Canada, Europe, the Caribbean, and Latin America. The new US Airways is a member of the Star Alliance, which provides connections for customers to 841 destinations in 157 countries worldwide. * * * As reported in the Troubled Company Reporter on Nov. 21, 2006, Fitch Ratings has affirmed its ratings of US Airways Group, Inc., as: -- Issuer Default Rating (IDR) at 'CCC'; -- Secured Term Loan Rating at 'B/RR1'; -- Senior Unsecured Rating at 'CC/RR6'. Fitch's ratings apply to approximately $1.4 billion in debt obligations. The Rating Outlook has been revised to Stable from Positive. As reported in the Troubled Company Reporter on Nov. 17, 2006, Standard & Poor's Ratings Services placed its ratings on US Airways Group Inc., including the 'B-' corporate credit ratings on US Airways Group Inc. and its major operating subsidiaries America West Holdings Corp., America West Airlines Inc., and US Airways Inc., on CreditWatch with developing implications. About Delta Air Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ) -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 502 destinations in 88 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. The Company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. As of June 30, 2005, the company's balance sheet showed $21.5 billion in assets and $28.5 billion in liabilities. DELTA AIR: Files Standalone Plan & Disclosure Statement in S.D. NY ------------------------------------------------------------------ Delta Air Lines' Board of Directors has unanimously concluded that the company's creditors, as well as its other stakeholders, are best served by moving forward with the company's standalone Plan of Reorganization. Accordingly, the company filed its standalone Plan and a related Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of New York. The company intends to emerge from Chapter 11 in the spring of 2007. The Disclosure Statement includes an overview of Delta's five-year business plan, which is intended to enable Delta to maintain and improve its competitive cost structure, to further strengthen its financial position and to achieve a profitable, long-term future. In particular, the business plan projects that Delta will achieve significant increases in cash flow, operating margin and net income, driven by the company's success in increasing revenue, reducing costs and lowering debt. The Disclosure Statement also includes a valuation analysis prepared by Delta's financial advisor, The Blackstone Group, which estimates a consolidated equity value for the Company of approximately $9.4 billion to $12.0 billion. These values would result in a recovery for Delta's unsecured creditors of approximately 63% to 80% of their allowed claims, subject to certain assumptions and adjustments as detailed in the Plan. Delta's Board of Directors, with the full support of the company's management team, has unanimously rejected the unsolicited merger proposal made by US Airways on Nov. 15, 2006. The Board concluded that Delta's standalone Plan will provide the company's creditors with superior value and greater certainty on a much faster timetable than the US Airways proposal. Delta says the US Airways proposal: -- is structurally flawed and cannot be executed as claimed due to overwhelming antitrust and labor issues; -- would harm consumers and communities due to its substantial anticompetitive effects; -- relies on claimed synergies that are premised on flawed economic assumptions; -- would burden the combined company with a precariously high debt load; and -- would reverse Delta's progress and erode the value of the Delta brand. Finally, US Airways continues to experience significant integration problems and has not completed its prior, smaller merger with America West -- it is not equipped to simultaneously integrate a substantially larger company. "Our progress over the past year attests to the strength of the Delta brand and the resolve of our 45,000 people who are transforming this company through their hard work," Delta chief executive officer Jerry Grinstein said. "Delta is well along in the process of a top to bottom transformation -- implementing changes that have made a vast improvement in our performance. Our plan for a fundamentally new and different airline is working and is creating real value. We will emerge as a thoroughly new Delta that will be a strong global carrier with a solid foundation for profitable growth in a highly competitive environment." Business Plan Delta's business strategy touches all facets of its operations -- the destinations Delta will serve, the way Delta will serve its customers, and the aircraft Delta will operate -- in order to earn customer preference and continue to improve revenue performance. The five-year business plan projects: -- Operating margins from 8.0% in 2007 to 10.5% in 2010; -- EBITDAR margins from 15.7% in 2007 to 17.8% in 2010 (EBITDAR is earnings before interest, taxes, depreciation, amortization and aircraft rent); -- Over 50% reduction in net long-term debt, from approximately $17 billion in 2005 to approximately $7.5 billion in 2007; and -- A return to profitability in 2007 and an increase in net income, after profit sharing, from approximately $500 million in 2007 to approximately $1.2 billion in 2010. "Our business plan is designed to further build on the momentum we have achieved through the successful implementation of our restructuring initiatives," Delta executive vice president and chief financial officer Edward Bastian said. "The plan targets best-in-class cost performance which, coupled with continued improvement in revenue performance, will generate the cash flow necessary to reinvest in our operations. The strategy is also designed to enable Delta to generate the strong and stable operating margins with a significantly improved balance sheet necessary to enable us to weather future volatility in the airline industry." Restructuring Progress In September 2005, Delta introduced a comprehensive restructuring plan to realize $3 billion in annual financial improvements by the end of 2007. As of Sept. 30, 2006, the company had achieved 85% of the $3 billion goal and had $2.8 billion of cash equivalents and short-term investments. As a result of its ongoing restructuring initiatives, Delta has considerably strengthened its financial condition, with performance among the best in the industry. Key milestones achieved in the past year include the following: -- For the first nine months of 2006, Delta's length of haul adjusted passenger unit revenue increased 19% versus the prior year. During the same period, the rest of the airline industry's passenger unit revenue increased 12.6% versus the prior year. -- Delta achieved the lowest cost structure of network carriers and continued to close the gap with low-cost carriers during the third quarter of 2006. -- Delta was ranked in the top two of all network carriers in overall customer service by J.D. Power and Associates in 2006. In the survey, the company ranked first for customer services across three metrics -- aircraft condition/cleanliness, boarding/deplaning/baggage, and flight crew. -- Delta has announced the recall of more than 1,250 flight attendants, approximately 330 pilots, and 900 maintenance employees. "Customers are choosing Delta in increasingly greater numbers due to the many in-flight and on-the-ground product and service enhancements that are making our airline even more convenient and enjoyable," Delta chief operating officer Jim Whitehurst said. "Having right-sized our domestic capacity, we continue to implement a profitable global expansion. We now serve more destinations than any other carrier, with Delta and Delta Connection providing service to more than 300 airports worldwide. In 2006, Delta added nearly 70 new international routes while increasing passenger unit revenues -- a remarkable feat given the significant capacity we added to those markets. We will continue our profitable international expansion in 2007." Plan of Reorganization The Disclosure Statement includes an overview of Delta's restructuring progress and other information about the company, a description of distributions to creditors and an analysis of the Plan's feasibility, as well as many of the technical matters required for the Chapter 11 exit process, such as descriptions of who will be eligible to vote on the Plan and the voting process. Under the Plan, unsecured creditors generally will receive distributions of new Delta common stock to settle their claims. Current holders of Delta common stock will receive no distribution, and those securities will be canceled upon the effective date of the Plan. Delta has said for some time that the company expected its common stock would not have any value under any Plan of Reorganization the company might propose. The Plan contemplates rolling Delta's debtor-in-possession financing of approximately $2.1 billion into a new financing package that would go into effect when Delta emerges from Chapter 11. Delta has received multiple proposals with competitive terms and conditions for this exit financing. Court approval of the adequacy of the Disclosure Statement will allow Delta to begin solicitation of votes for confirmation of the Plan of Reorganization. A full-text copy of Delta's Disclosure Statement is available for free at http://ResearchArchives.com/t/s?175d A full-text copy of Delta's standalone reorganization plan is available for free at http://ResearchArchives.com/t/s?175f Full-text copies of the exhibits to Delta's Disclosure Statements are available for free at http://ResearchArchives.com/t/s?1760 US Airways Proposal The company outlined several concerns that Delta's Board and management believe pose insurmountable hurdles to the proposed US Airways transaction, including: -- The transaction is not likely to receive antitrust clearance from regulators because it would negatively impact consumers and their communities. The US Airways proposal would be subject to a lengthy Department of Justice review process, during which Delta would be forced to remain in bankruptcy. -- There are overwhelming labor issues that would preclude the combination from attaining the claimed synergies. The Delta unit of the Air Line Pilots Association, the union representing Delta's more than 6,000 pilots, has said -- and Delta agrees - that Delta's pilot contract would prohibit the combined company from implementing capacity reductions that US Airways asserts are the economic foundation of the proposed transaction. -- The flawed economic assumptions underpinning the "synergies" in the US Airways proposal would result in vastly lower value than US Airways claims. -- The combined company would have the highest total debt load in the airline industry -- approximately $23 billion -- which would seriously limit its financial flexibility and ability to withstand the volatility of the industry. -- The proposal's domestic-focused strategy, which calls for a significant reduction in service and would result in a decline in service quality, would reverse Delta's progress and erode the value of its brand. -- US Airways continues to experience significant integration problems and has not completed its prior, smaller merger with America West. It is not equipped to simultaneously integrate a substantially larger company. About US Airways Headquartered in Arlington, Virginia, US Airways Group Inc.'s (NYSE: LCC) -- http://www.usairways.com/-- primary business activity is the ownership of the common stock of: * US Airways, Inc., * Allegheny Airlines, Inc., * Piedmont Airlines, Inc., * PSA Airlines, Inc., * MidAtlantic Airways, Inc., * US Airways Leasing and Sales, Inc., * Material Services Company, Inc., and * Airways Assurance Limited, LLC. Under a chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another chapter 11 petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it lists $8,805,972,000 in total assets and $8,702,437,000 in total debts. The Debtors' chapter 11 plan for its second bankruptcy filing became effective on Sept. 27, 2005. The Debtors completed their merger with America West on the same date. US Airways, US Airways Shuttle, and US Airways Express operate approximately 3,800 flights per day and serve more than 230 communities in the U.S., Canada, Europe, the Caribbean, and Latin America. The new US Airways is a member of the Star Alliance, which provides connections for customers to 841 destinations in 157 countries worldwide. * * * As reported in the Troubled Company Reporter on Nov. 21, 2006, Fitch Ratings has affirmed its ratings of US Airways Group, Inc., as: -- Issuer Default Rating (IDR) at 'CCC'; -- Secured Term Loan Rating at 'B/RR1'; -- Senior Unsecured Rating at 'CC/RR6'. Fitch's ratings apply to approximately $1.4 billion in debt obligations. The Rating Outlook has been revised to Stable from Positive. As reported in the Troubled Company Reporter on Nov. 17, 2006, Standard & Poor's Ratings Services placed its ratings on US Airways Group Inc., including the 'B-' corporate credit ratings on US Airways Group Inc. and its major operating subsidiaries America West Holdings Corp., America West Airlines Inc., and US Airways Inc., on CreditWatch with developing implications. About Delta Air Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ) -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 502 destinations in 88 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. The Company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. As of June 30, 2005, the company's balance sheet showed $21.5 billion in assets and $28.5 billion in liabilities. DELTA AIR: US Airways Comments on Delta's Standalone Ch. 11 Plan ---------------------------------------------------------------- US Airways Group Inc. commented on the release of Delta Air Lines Inc.'s standalone plan for its Chapter 11 restructuring. "We have always expected that Delta would file a standalone plan with the Bankruptcy Court. This plan will provide Delta creditors with a benchmark against which to evaluate the competing proposals and we welcome that comparison. This is an important step in a process that we believe will result in the merger of US Airways and Delta," US Airways' chairman and chief executive officer Doug Parker said. "Combining US Airways and Delta will create at least $1.65 billion in annual synergies beyond the value that could be created by any standalone plan. These synergies come on top of the certainty of $4 billion in cash and the upside potential of 78.5 million shares of US Airways stock. These shared synergies will benefit all shareholders in the 'New' Delta. Factoring the synergy benefits into our offer, the current value of our proposal is significantly greater than the value of Delta's standalone plan. "We remain a disciplined and determined bidder for Delta. We continue to work productively with the Creditors Committee and the Ad Hoc Bondholders Committee. Finally, we recognize and appreciate the creditors' ultimate authority in this process," Mr. Parker added. About US Airways Headquartered in Arlington, Virginia, US Airways Group Inc.'s (NYSE: LCC) -- http://www.usairways.com/-- primary business activity is the ownership of the common stock of: * US Airways, Inc., * Allegheny Airlines, Inc., * Piedmont Airlines, Inc., * PSA Airlines, Inc., * MidAtlantic Airways, Inc., * US Airways Leasing and Sales, Inc., * Material Services Company, Inc., and * Airways Assurance Limited, LLC. Under a chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another chapter 11 petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it lists $8,805,972,000 in total assets and $8,702,437,000 in total debts. The Debtors' chapter 11 plan for its second bankruptcy filing became effective on Sept. 27, 2005. The Debtors completed their merger with America West on the same date. US Airways, US Airways Shuttle, and US Airways Express operate approximately 3,800 flights per day and serve more than 230 communities in the U.S., Canada, Europe, the Caribbean, and Latin America. The new US Airways is a member of the Star Alliance, which provides connections for customers to 841 destinations in 157 countries worldwide. * * * As reported in the Troubled Company Reporter on Nov. 21, 2006, Fitch Ratings has affirmed its ratings of US Airways Group, Inc., as: -- Issuer Default Rating (IDR) at 'CCC'; -- Secured Term Loan Rating at 'B/RR1'; -- Senior Unsecured Rating at 'CC/RR6'. Fitch's ratings apply to approximately $1.4 billion in debt obligations. The Rating Outlook has been revised to Stable from Positive. As reported in the Troubled Company Reporter on Nov. 17, 2006, Standard & Poor's Ratings Services placed its ratings on US Airways Group Inc., including the 'B-' corporate credit ratings on US Airways Group Inc. and its major operating subsidiaries America West Holdings Corp., America West Airlines Inc., and US Airways Inc., on CreditWatch with developing implications. About Delta Air Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ) -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 502 destinations in 88 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. The Company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. As of June 30, 2005, the company's balance sheet showed $21.5 billion in assets and $28.5 billion in liabilities. DURA AUTOMOTIVE: Says Utilities are Adequately Assured ------------------------------------------------------ The Honorable Kevin J. Carey of U.S. Bankruptcy Court for the District of Delaware granted, on an interim basis, the request of DURA Automotive Systems Inc. to: (i) prohibit utility companies from altering, refusing, or discontinuing any utility services to the Debtors; (ii) determine that utility companies have adequate assurance of payment within the meaning of Section 366 of the Bankruptcy Code, without the need for payment of additional deposits or security; and (iii) establish the procedures for resolving requests by utility companies for additional or different assurances of future payment. In the operation of their facilities, the Debtors incur utility expenses for water, sewer service, electricity, natural gas, and telephone service in the ordinary course of business. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, discloses that as of October 26, 2006, approximately $700,000 in utility costs were outstanding, and the Debtors do not owe any past due amounts. Mr. Collins informs the Court that should the utility companies refuse or discontinue service, even for a brief period, the Debtors' business operations will be severely disrupted. An interruption of utility services would negatively impact the Debtors' business operations, customer relationships, revenue and profits, seriously jeopardizing the Debtors' reorganization efforts. Proposed Adequate Assurance The Debtors propose to provide an interim adequate assurance to the utility companies by making a deposit equal to two weeks of utility service, calculated as a historical average over the past 12 months, to those utility companies with average monthly service charges of $500 or greater. Based on a review of the their books and records, the Debtors believe that with respect to those utility companies with average monthly service charges less than $500 -- the De Minimis Providers -- all accounts are current and no Prepetition amounts are owed. Accordingly, the Debtors propose to provide notice to the De Minimis Providers that they will not receive an adequate assurance deposit unless agreed to by the Debtors or ordered by the Court. Requests for Additional Assurances Pursuant to Section 366 of the Bankruptcy Code, for the first 30 days after the bankruptcy filing, a utility is barred from discontinuing service to a debtor solely on the basis of the bankruptcy filing or the non-payment of a prepetition debt. Following that period, however, utilities may discontinue services if the debtor does not provide adequate assurance of future performance of its postpetition obligations. The Debtors are concerned that the utility companies may discontinue service, without warning, 30 days after the bankruptcy filing, if they claim they have not yet received a "satisfactory" adequate assurance payment. Accordingly, the Debtors propose they will entertain requests for additional adequate assurance in the form of a deposit or other security, subject to these procedures: (a) The request must be in writing and set forth: (1) the location for which the utility services are provided, (2) a summary of the Debtors' payment history relevant to the affected accounts, including any security deposits; and (3) explanation why the utility company believes the proposed adequate assurance is not sufficient adequate assurance of future payment; (b) The request for additional adequate assurance must be served on the Debtors on these three addresses to be deemed valid: * Dura Automotive Systems, Inc. 2791 Research Drive Rochester Hills, Michigan 48309 Attn: Keith Marchiando * Counsel to the Debtors Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 Attn: Roger J. Higgins and Ryan B. Bennett * Office of the United States Trustee for the District of Delaware 844 King Street Suite 2207, Lockbox 35 Wilmington, Delaware 19801 (c) If a utility company timely files a request that the Debtors believe is unreasonable, the Debtors will file a motion for determination of adequate assurance of payment and schedule a hearing as soon as practicable after receiving the request and discussing the request with the utility company; and (d) Any utility company that does not timely file a request will be prohibited from discontinuing, altering, or refusing service to the Debtors and will be deemed to have adequate assurance. Utilities Covered in the Request The Debtors have identified more than 125 utility companies that provide them with services through over 350 accounts. They reserve the right to identify additional utilities. A 24-page list of Dura's Utility Service Providers is available for free at http://ResearchArchives.com/t/s?1734 The Debtors will serve a copy of the Utility Injunction Order to all the utility companies. Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The Debtors filed for chapter 11 petition on October 30, 2006 (Bankr. District of Delaware Case No. 06-11202). Richard M. Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of July 2, 2006, the Debtor had $1,993,178,000 in total assets and $1,730,758,000 in total liabilities. (Dura Automotive Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). DURA AUTOMOTIVE: Wants De Minimis Claims Settlement Protocol OK'd ----------------------------------------------------------------- DURA Automotive Systems Inc. and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve uniform procedures for settling certain de minimis claims and causes of action brought by or against the Debtors in a judicial, administrative, arbitral, or other proceeding. The Debtors propose to settle De Minimis Claims that do not exceed $1,000,000. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, explains that the Debtors seek the authority to negotiate and determine prepetition claim amounts of the De Minimis Claims, not the authority to make payment or distributions on account of those claims. According to Mr. DeFranceschi, in the ordinary course of business, the Debtors may hold various claims and causes of action against third parties, and third parties may hold claims against the Debtors, that they have asserted or will assert through litigation, administrative action or arbitration in appropriate forums. The Debtors' creditor matrix contains approximately 85,000 parties. Mr. DeFranceschi asserts that if the Debtors had to obtain prior Court approval to settle each De Minimis Claim, they would incur significant costs associated with preparing, filing and serving separate motions for each proposed settlement, especially considering the expected number of parties that will request notice and service papers in the Debtors' Chapter 11 cases. Accordingly, the Debtors propose to establish omnibus procedures that will allow them to enter into settlements on a more cost- effective and expeditious basis while preserving an oversight function for key parties-in-interest. Proposed Omnibus Settlement Procedures (a) With respect to any settled amount equal to or less than $250,000, the affected Debtor may agree to settle a claim or cause of action on any reasonable terms. The Debtor may enter into, execute and consummate a written settlement agreement that will be binding on it and its estate without notice to any third party or further Court action; (b) With respect to any settled amount greater than $250,000 but does not exceed $1,000,000, the Debtor may agree to settle the claim or cause of action only if it provides written notice to, and the terms are not objected by: * the United States Trustee for the District of Delaware; * counsel to the agent for the Debtors' prepetition first lien secured lenders; * counsel to the agent for the Debtors' postpetition second lien secured lenders; * counsel to the ad hoc committee of senior subordinated noteholders; and * any official committee appointed by the U.S. Trustee in the Debtors' Chapter 11 cases; (c) If any of the notice parties objects to any settlement agreement, and the affected Debtor still desires to enter into agreement with the settling party, the execution of the settlement will not proceed except upon: * resolution of the objection by the parties; and * further Court order after a hearing; and (d) any settlement unauthorized pursuant to the proposed Omnibus Procedures or to any Court order will be authorized only upon separate Court order on a motion of the appropriate Debtor served on the necessary parties-in- interest. Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The Debtors filed for chapter 11 petition on October 30, 2006 (Bankr. District of Delaware Case No. 06-11202). Richard M. Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of July 2, 2006, the Debtor had $1,993,178,000 in total assets and $1,730,758,000 in total liabilities. (Dura Automotive Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). EMPIRE GLOBAL: Posts $281,427 Net Loss in 2006 Third Quarter ------------------------------------------------------------ Empire Global Corp. reported a $281,427 net loss on $169,049 of revenues for the quarter ended Sept. 30, 2006, compared with a $104,572 net loss on $230,850 of revenues for the same period in 2005. The increase in net loss is primarily due to the decrease in revenues and the increase in general and administrative expenses, particularly professional fees and business development expenses. Rental income decreased approximately 26.8% or by $61,801 to $169,049 for the three months ended Sept. 30, 2006 as compared to the same period in the prior year. The decrease was a result of the disposition of rental units at 3025 Kennedy Road over the last two quarters. General and administrative expenses increased to $376,097 resulting from the payment of fees due to contractors for providing services to the company over the period from September 2005 to September 2006, as well as additional legal and accounting fees incurred over the period covered by this report as a result of the action taken against the company in the Court of Chancery of the State of Delaware. Utility rates, taxes and depreciation had a significantly lower impact on this increase than in previous quarters. At Sept. 30, 2006, the company's balance sheet showed $8.3 million in total assets, $7 million in total liabilities, and $1.2 million in total stockholders' equity. The company's balance sheet at Sept. 30, 2006, also showed strained liquidity with $416,958 in total current assets available to pay $2.7 million in total current liabilities. Full-text copies of the company's consolidated financial statements are available for free at: http://researcharchives.com/t/s?1747 Going Concern Doubt SF Partnership, LLP, in Toronto, Canada, raised substantial doubt about Empire Global Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31 2005, and 2004. The auditor pointed to the company's recurring losses from operations and working capital deficit. About Empire Global Empire Global, Corp. (OTCBB: EMGL) is a holding company engaged in the acquisition and operation of revenue producing real estate properties that have a good prospect for growth. The company specializes in the investment, development and operation of revenue producing properties that service commercial business tenants, hotel, tourism and leisure travel business operators internationally. The company owns one rental property at 501 Alliance Avenue in Toronto, Ontario, Canada. EPOD INTERNATIONAL: Posts $1.8 Million Net Loss in Third Quarter ---------------------------------------------------------------- Epod Intenational Inc. reported a $1.8 million net loss on $21,084 of sales for the quarter ended Sept. 30, 2006, compared to a $316,970 net loss for the same period in 2005. The company had no revenue in the third quarter of 2005. The increase in net loss is due to the $35,849 increase in operating expenses and financing costs of $1.4 million in the current quarter. The $1.4 million financing cost represents advances from a director and shareholder amounting to $1 million which was converted to 25 million restricted common shares, based on the share price as of the date of the conversion. At Sept. 30, 2006, the company's balance sheet showed $1.4 million in total assets and $1.8 million in total liabilities, resulting in a $424,570 total stockholders' deficit. The company's balance sheet at Sept. 30, 2006, also showed strained liquidity with $1.2 million in total current assets available to pay $1.8 million in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2006, are available for free at http://researcharchives.com/t/s?174d Going Concern Doubt Williams & Webster, P.S., expressed substantial doubt about Epod International Inc.'s ability to continue as a going concern after auditing the company's financial statements for the years ended Dec. 31, 2005 and 2004. The auditing firm pointed to the company's substantial operating losses, limited cash resources and negative working capital. About Epod International Epod International Inc. (OTCBB: EPOI) -- http://www.epodinc.com/ -- is in the process of developing and producing innovative energy management and electronic technology with the intent to license and sell such products and technology. FERRO CORP: Board Declares 14.5 Cents per Share Dividend -------------------------------------------------------- The Board of Directors of Ferro Corporation has declared a regular quarterly dividend of 14.5 cents per share of common stock. The dividend is payable on March 9, 2007 to shareholders of record on Feb. 15, 2007. About Ferro Corp Headquartered in Cleveland, Ohio, Ferro Corporation (NYSE:FOE) -- http://www.ferro.com/-- supplies technology-based performance materials for manufacturers. Ferro materials enhance the performance of products in a variety of end markets, including electronics, telecommunications, pharmaceuticals, building and renovation, appliances, automotive, household furnishings, and industrial products. The Company has approximately 6,800 employees globally. * * * Standard & Poor's Ratings Services' 'B+' long-term corporate credit and 'B' senior unsecured debt ratings on Ferro Corp. remains on CreditWatch with negative implications, where they were placed Nov. 18, 2005. FERRO CORP: Board Elects James F. Kirsch as Chairman and CEO ------------------------------------------------------------ The Board of Directors of Ferro Corporation has elected James F. Kirsch as Chairman, President and Chief Executive Officer. Mr. Kirsch had been President and Chief Executive Officer at the Company since December 2005. He joined Ferro in 2004 as President and Chief Operating Officer. Before coming to Ferro, Mr. Kirsch served as President of Premix Inc. and Quantum Composites, Inc. From 2000 through 2002, he served as President and Director of Ballard Generation Systems and Vice President for Ballard Power Systems in Burnaby, British Columbia, Canada. Mr. Kirsch launched his career at The Dow Chemical Company, where he spent 19 years in a variety of roles, culminating in the position of Global Vice President of Electrochemicals. About Ferro Corp Headquartered in Cleveland, Ohio, Ferro Corporation (NYSE:FOE) -- http://www.ferro.com/-- supplies technology-based performance materials for manufacturers. Ferro materials enhance the performance of products in a variety of end markets, including electronics, telecommunications, pharmaceuticals, building and renovation, appliances, automotive, household furnishings, and industrial products. The Company has approximately 6,800 employees globally. * * * Standard & Poor's Ratings Services' 'B+' long-term corporate credit and 'B' senior unsecured debt ratings on Ferro Corp. remains on CreditWatch with negative implications, where they were placed Nov. 18, 2005. FIRST FRANKLIN: Poor Performance Cues S&P' Negative Watch --------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on five classes of mortgage-backed securities issued by several First Franklin Mortgage Loan Trust transactions. Of the lowered ratings, one was placed on CreditWatch with negative implications, two remain on CreditWatch negative, and two were removed from CreditWatch negative. In addition, three other ratings were placed on CreditWatch with negative implications. At the same time, 36 ratings from these First Franklin Mortgage Trust transactions were affirmed. The downgrades and CreditWatch placements are based on pool performance that has allowed credit support to begin to erode. Monthly realized losses in these transactions have been exceeding monthly excess interest for most of the past six months, causing the overcollateralization levels to fall below their targets. In addition, projected losses, based on the delinquency pipeline, suggest that this trend could continue. Standard & Poor's will closely monitor the performance of the transactions with ratings on CreditWatch. If monthly losses decline to a point at which they no longer outpace monthly excess interest and the level of O/C has not been further eroded, Standard & Poor's will affirm the ratings and remove them from CreditWatch. Conversely, if losses continue to outpace excess interest, and the levels of O/C continue to decline, further negative rating actions can be expected. The removal of the two ratings from CreditWatch was based on the ratings downgrade to 'CCC'. According to Standard & Poor's surveillance practices, classes of certificates or notes from RMBS transactions with ratings lower than 'B-' are no longer eligible to be on CreditWatch. The rating affirmations are based on credit support percentages that are sufficient to maintain the current ratings on the securities. Credit support for these transactions is provided by a combination of excess spread, O/C, and subordination. As of the Nov. 25, 2006, distribution date, cumulative losses in these transactions ranged from 1.21% to 2.25% of the original pool balances. Ninety-plus-day delinquencies ranged from 14.62% to 23.51% of the current pool balances. The underlying collateral in these transactions consists of pools of fixed- and adjustable-rate mortgage loans secured by first and second liens on one- to four-family residential properties. The transactions denoted with an "H" in the series consist of first- lien mortgages with LTV that generally exceed 90%. These mortgages were originated or purchased by First Franklin Financial Corp. in accordance with guidelines that target borrowers with less-than-perfect credit histories. The guidelines are intended to assess both the borrowers' ability to repay the loan and the adequacy of the value of the property securing the mortgage. Ratings Placed On Creditwatch Negative First Franklin Mortgage Loan Trust Rating ------ Series Class To From ------ ----- -- ---- 2001-FF2 M-3 BBB/Watch Neg BBB 2004-FFH1 M-9 BBB-/Watch Neg BBB- 2004-FFH2 B-2 BB/Watch Neg BB Ratings Lowered And Placed On Creditwatch Negative First Franklin Mortgage Loan Trust Rating ------ Series Class To From ------ ----- -- ---- 2004-FFH1 B B+/Watch Neg BB+ Ratings Lowered And Remaining On Creditwatch Negative First Franklin Mortgage Loan Trust Rating ------ Series Class To From ------ ----- -- ---- 2003-FFH1 M-5 B/Watch Neg BB/Watch Neg 2003-FFH2 M-6 B/Watch Neg BB/Watch Neg Ratings Lowered And Removed From Creditwatch Negative First Franklin Mortgage Loan Trust Rating ------ Series Class To From ------ ----- -- ---- 2003-FFH1 M-6 CCC B/Watch Neg 2003-FFH2 B CCC B+/Watch Neg Ratings Affirmed First Franklin Mortgage Loan Trust Series Class Rating ------ ----- ------ 2001-FF2 A-1, A-2, M-1 AAA 2001-FF2 M-2 A+ 2003-FFH1 M-1 AA 2003-FFH1 M-2 A 2003-FFH1 M-3 A- 2003-FFH1 M-4 BBB+ 2003-FFH1 B-1 CCC 2003-FFH2 M-1A, M-1B AA 2003-FFH2 M-2 A 2003-FFH2 M-3 A- 2003-FFH2 M-4 BBB+ 2003-FFH2 M-5 BBB/Watch Neg 2004-FFH1 M-1 AA+ 2004-FFH1 M-2 AA 2004-FFH1 M-3 AA- 2004-FFH1 M-4 A+ 2004-FFH1 M-5 A 2004-FFH1 M-6 A- 2004-FFH1 M-7 BBB+ 2004-FFH1 M-8 BBB 2004-FFH2 A-1, A-3, A-4 AAA 2004-FFH2 M-1 AA+ 2004-FFH2 M-2 AA 2004-FFH2 M-3 AA- 2004-FFH2 M-4 A+ 2004-FFH2 M-5 A 2004-FFH2 M-6 A- 2004-FFH2 M-7 BBB+ 2004-FFH2 M-8 BBB 2004-FFH2 M-9 BBB- 2004-FFH2 B-1 BB+ FISHER OLDSMOBILE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Fisher Oldsmobile, Inc. dba Fisher Chevrolet 358 South Washington Avenue Bergenfield, NJ 07621 Bankruptcy Case No.: 06-22382 Type of Business: The Debtor is a dealer of Chevrolet & Nissan vehicles. See http://www.shopfisher.com/en_US/ Chapter 11 Petition Date: December 11, 2006 Court: District of New Jersey (Newark) Judge: Donald H. Steckroth Debtor's Counsel: Daniel Stolz, Esq. Leonard C. Walczyk, Esq. Wasserman, Jurista & Stolz 225 Millburn Avenue, Suite 207 P.O. Box 1029 Millburn, NJ 07041-1712 Tel: (973) 467-2700 Fax: (973) 467-8126 Estimated Assets: $10,000 to $100,000 Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ State of New Jersey Sales Taxes $420,000 Sales & Use Tax CN 999 Trenton, NJ 08625-0999 John G. Fisher Shareholder Loans $375,000 56 Dumont Avenue Dumont, NJ 07628 TD Banknorth, N.A. Line of Credit $147,500 1000 MacArthur Boulevard Mahwah, NJ 07430 Chase Auto Finance Payoff on $93,000 900 Stewart Avenue traded vehicle Garden City, NY 11530-4891 Scott Straight Breach of Contract $50,000 283 Woodland Avenue Wyckoff, NJ 07481 GMAC Wholesale payoff re $36,622 2004 Trailblazer & 2007 Impala The Magna Group Trade Debt $28,022 Richele Neal Payoff on $22,898 traded vehicle D. Lewis Payoff on $22,661 traded vehicle ADP Dealer Services Trade Debt $22,019 Gun Hwa Bae Payoff on $19,033 traded vehicle Wayne Murray Payoff on $14,908 traded vehicle Hector Espada Payoff on $13,610 Traded vehicle United Dealer Services, LLC Trade Debt $13,074 Rayna Hewitt Payoff on $12,869 traded vehicle Showcase Publication Trade Debt $12,347 Schiller & Pittenger, P.C. Legal services $10,905 120 Woodbine Street Parking Lot $10,500 rental charges Citicorp Vendor Finance Lease $8,920 United Service Workers Union Union Dues and $7,872 Contributions to Benefit plans FOSS MANUFACTURING: CGLIC Wants Case Converted to Chapter 7 ----------------------------------------------------------- Connecticut General Life Insurance Company, a priority creditor of Foss Manufacturing Company, Inc., nka Felt Manufacturing Company, Inc., asks the U.S. Bankruptcy Court for the District of New Hampshire to convert the Debtor's Chapter 11 case to a Chapter 7 liquidation proceeding. CGLIC tells the Court that the Pension Benefit Guaranty Corp. filed multiple proofs of claim in this case and a portion of one of its claims is secured as a tax lien under the U.S. Internal Revenue Code for the Debtor's missed contributions to a pension plan. CGLIC discloses that the lien is based on Section 412(n)(5) of Title 26 of the U.S. Code and amounts to $1,289,631. CGLIC contends that Chapter 7, Section 724(b)(2) and 724(b)(3) of the Bankruptcy Code would mandate that the estate property that is subject to the Section 412(n)(5) lien be used to satisfy claims defined under Section 507(a)(1) through 507(a)(7) of the Bankruptcy Code, before PBGC's claim. CGLIC further contends that converting the case to a Chapter 7 liquidation is in the best interest of the creditors and the estate. Headquartered in Hampton, New Hampshire, Foss Manufacturing Company, Inc., nka Felt Manufacturing Company, Inc. -- http://www.fossmfg.com/-- is a producer of engineered, non-woven fabrics and specialty synthetic fibers, for a variety of applications and markets. The Company filed for chapter 11 protection on Sept. 16, 2005 (Bankr. D. N.H. Case No. 05-13724). Andrew Z. Schwartz, Esq., at Foley Hoag LLP represented the Debtor. Beth E. Levine, Esq., at Pachlski, Stang, Zieh, Young, Jones & Weintraub represents the Official Committee of Unsecured Creditors. The Court appointed Patrick J. O'Malley as the Debtor's Chapter 11 Trustee and lawyers from Hanify & King, Perkins, Smith & Cohen, LLP, and Mintz, Levin, Cohn, Ferris represent the Chapter 11 Trustee. When the Debtor filed for protection from its creditors, it listed $49,846,456 in assets and $53,419,673 in debts. FREMONT HOME: Moody's Rates Class M10 Certificates at Ba1 --------------------------------------------------------- Moody's Investors Service assigned an Aaa rating to the senior certificates issued by Fremont Home Loan Trust 2006-E and ratings ranging from Aa1 to Ba1 to the subordinate certificates in the deal. The securitization is backed by Fremont Investment & Loan originated, adjustable-rate and fixed-rate, subprime mortgage loans acquired by Fremont Mortgage Securities Corporation. The ratings are based primarily on the credit quality of the loans and on protection against credit losses by subordination, excess spread, and overcollateralization. The ratings also benefit from an interest-rate swap agreement provided by Lehman Brothers Special Financing Inc. Moody's expects collateral losses to range from 5.35% to 5.85%. Fremont Investment & Loan will service the mortgage loans and Wells Fargo Bank, National Association will act as master servicer. Moody's has assigned Fremont its servicer quality rating of SQ3+ as a servicer of subprime mortgage loans. Moody's has assigned Wells Fargo its servicer quality rating of SQ1 as a master servicer of mortgage loans. These are the rating actions: * Fremont Home Loan Trust 2006-E * Mortgage-Backed Certificates, Series 2006-E Class 1-A1, Assigned Aaa Class 2-A1, Assigned Aaa Class 2-A2, Assigned Aaa Class 2-A3, Assigned Aaa Class 2-A4, Assigned Aaa Class M1, Assigned Aa1 Class M2, Assigned Aa2 Class M3, Assigned Aa3 Class M4, Assigned A1 Class M5, Assigned A2 Class M6, Assigned A3 Class M7, Assigned Baa1 Class M8, Assigned Baa1 Class M9, Assigned Baa2 Class M10,Assigned Ba1 FUTURE MEDIA: Court Continues Liquidation Plan Hearing to Feb. 7 ---------------------------------------------------------------- The U.S Bankruptcy Court for the Central District of California will continue the hearing of Future Media Productions Inc.'s Chapter 11 Plan of Liquidation on Feb. 7, 2007, at 10:00 p.m. Overview of the Plan As reported in the Troubled Company Reporter on Aug. 31, 2006, the Debtor's primary assets are cash being maintained by the Debtor and potential recoveries from Estate Claims. As of May 31, 2006, the Debtor's cash on hand was approximately $1.6 million, including the $50,000 GE Capital Reserve. The Debtor explained that the gross potential recoveries from Estate Claims is unknown because it is still in the process of investigating the Estate Claims. The cash on hand and the Estate Claims Recovery, referred to as Plan Funds, will be distributed to the creditors in accordance with the priorities under the Bankruptcy Code. Treatment of Claims Under the Debtor's Plan, all Administrative Claims will be paid in full out of the Administrative Fee Reserve on the later of: a) the Effective Date; or b) the date of the Court allows any administrative claim. Holders of Priority Tax Claims will receive in full payment on the later of: a) the Effective Date; or b) the date of the entry of a final order resolving the Debtor's objection to any claim if an objection is filed. Each holder of Allowed Secured and Unsecured Claims will be paid in full. All Priority Unsecured Claim Holders totaling $260,989 will receive payment from the Plan Funds on the later of: a) the Effective Date; or b) if an objection to a particular Employee Claim is filed or if that claim was scheduled as unknown, contingent, unliquidated or disputed, entry of a final order allowing that claim. Holders of Allowed General Unsecured Claims will be paid on a pro rate share after all allowed administrative claims and priority claims have been paid in full. Equity Interest Holders will be cancelled. Headquartered in Valencia, California, Future Media Productions, Inc. -- http://www.fmpi.com/-- provides CD and DVD replication and packaging services on the West Coast. The Company filed for chapter 11 protection on Feb. 14, 2006 (Bankr. C.D. Calif. Case No. 06-10170). David I. Neale, Esq. at Levene, Neale, Bender, Rankin & Brill, LLP, represent the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed. When the Debtor filed for protection from its creditors, it listed $12,370,783 in total assets and $30,650,669 in total debts. FUTURE MEDIA: U.S. Trustee Appoints Three-Member Committee ---------------------------------------------------------- The U.S. Trustee for Region 16 appointed three creditors to serve on an Official Committee of Unsecured Creditors in Future Media Production Inc.'s chapter 11 case: 1. William f. Kimball 333 Second Avenue, South, Suite 703 Minneapolis, MN 55401 Tel: (612) 335-2512 2. Paula Nelson President Diamond Broadcasting 1017 Front Street, 2nd Floor Sacramento, CA 95814 Tel: (916) 553-3000 3. Richard Conway c/o Babette Ceccotti AFTRA 260 Madison Avenue New York, NY 10016 Tel: (212) 356-0227 Headquartered in Valencia, California, Future Media Productions, Inc. -- http://www.fmpi.com/-- provides CD and DVD replication and packaging services on the West Coast. The company filed for chapter 11 protection on Feb. 14, 2006 (Bankr. C.D. Calif. Case No. 06-10170). David I. Neale, Esq. at Levene, Neale, Bender, Rankin & Brill, LLP, represent the Debtor in its restructuring efforts. Jeremy V. Richards, Esq., and Hamid R. Rafatjoo, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP represent the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed $12,370,783 in total assets and $30,650,669 in total debts. (Troubled Company Reporter Vol. 10, No. 208). GALLERIA INVESTMENTS: Hires Professional Accounting as Accountant ----------------------------------------------------------------- The Honorable Paul W. Bonapfel of U.S. Bankruptcy Court for the Northern District of Georgia in Atlanta has authorized Galleria Investments, LLC, to employ Professional Accounting Tax Services, PC, as its tax accountants, nunc pro tunc to Oct. 27, 2006. Professional Accounting will assist the Debtor in preparing tax returns. The firm will also provide other additional accounting services. The firm will charge the Debtor at these rates: Professional Hourly Rate ------------ ----------- Keith Eum $150 Staff I $110 Administrative Staff $45 Mr. Eum assures the Court that his firm does not hold any interest adverse to the Debtor and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Decatur, Georgia, Galleria Investments, LLC, operates a shopping center in Duluth, Georgia. The company filed for chapter 11 protection on Mar. 6, 2006 (Bankr. N.D. Ga. case No. 06-62557). G. Frank Nason, IV, Esq., at Lamberth Cifelli Stokes & Stout, P.A., represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. Galleria Investments has been under state court receivership since Feb. 24, 2006. GAMESTOP CORP: S&P Holds Corporate Credit Rating at B+ ------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook on video game retailer GameStop Corp. to positive from stable. The ratings on the Grapevine, Texas-based company, including the 'B+' corporate credit rating, were affirmed. "The outlook revision is based on the company's successful integration of EB Games and strengthened cash flow protection measures as a result of its good operating performance and debt reduction," said Standard & Poor's credit analyst Diane Shand. Total debt to EBITDA declined to 3.8x for the 12 months ended Oct. 28, 2006, from 4.6x after the EB Games merger. Standard & Poor's expects debt to gradually decline over the next few years as GameStop uses its good cash flow generating capabilities to pay down debt. The ratings on GameStop reflect its participation in the highly competitive video game and PC entertainment software industry and the cyclical and seasonal nature of the industry. These risks are partially offset by the company's good market position and geographic diversity. Industry fundamentals are good. Growth has been driven by higher penetration of game systems and expanding demographics. Favorable demographics and an increasing installed base should enable the industry to grow at a 17% annual rate over the next three years. Still, the industry is cyclical, with a lot of variance in hardware pricing through the life cycle of a game system. GENESIS AIRCRAFT: Case Summary & 18 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Genesis Aircraft Support, Inc. 1910 West Airfield Drive Building B, Suite 350 NFW Airport, TX 75761 Tel: (972) 488-1615 Bankruptcy Case No.: 06-35454 Type of Business: The Debtor manufactures aircraft parts and equipment. Chapter 11 Petition Date: December 5, 2006 Court: Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Kell C. Mercer, Esq. Stephanie J. Ward, Esq. Brown McCarroll, LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701 Tel: (512) 479-9749 Fax: (512) 479-1101 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 18 Largest Unsecured Creditors (no addresses provided): Entity Nature of Claim Claim Amount ------ --------------- ------------ Aero Houston East, L.P. Landlord $301,971 Strasburger & Price LLP Legal Fees $100,192 AMB Fund I Sub OP, L.P. Rent $56,647 Michael S. Narsete, P.C. Legal Fees $24,665 Eagle Global Logistics Trade Debt $17,202 Hein & Associates, LLP $14,039 Sun Coast Resources, Inc. $11,629 American Express $10,753 Citicorp Leasing, Inc. Equipment Lease $8,967 Aflac Trade Debt $8,641 Aero DFW East, L.P. Landlord $7,891 Porte Brown, LLC Trade Debt $6,650 Texas International Express Trade Debt $5,988 Menzies Aviation Group USA, Inc. $5,012 Amerigas - DFW Trade Debt $4,296 LSG Sky Chefs Trade Debt $4,113 TLD America $3,715 Nextel $2,973 GLOBAL POWER: Committee Hires Landis Rath as Bankruptcy Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors appointed in Global Power Equipment Group Inc. and its debtor-affiliates' chapter 11 cases, to employ Landis Rath & Cobb LLP as its Delaware counsel. Landis Rath is expected to: a) render legal advice with respect to the Committee's powers and duties and other participants in the Debtors' cases; b) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses and any other matter relevant to the Bankruptcy case, as and to the extent that matters may affect the Debtors' creditors; c) participate in negotiations with parties-in-interest with respect to any disposition of the Debtors' assets, plan of reorganization and disclosure statement in connection with the plan, and otherwise protect and promote the interests of the Debtors' unsecured creditors; d) prepare all necessary applications, motions, answers, orders, reports and papers on behalf of the Committee, and appear on behalf of the Committee at Court hearings as necessary and appropriate in connection with the Bankruptcy case; e) render legal advice and perform legal services; and f) perform all other necessary legal services in connection with the Bankruptcy case, as may be requested by the Committee. The firm's professionals bill: Professional Designation Hourly Rate ------------ ----------- ----------- Adam G. Landis, Esq. Partner $480 Richard S. Cobb, Esq. Partner $400 Kerri K. Mumford, Esq. Associate $250 Mr. Landis assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka GEEG Inc. -- http://www.globalpower.com/-- provides power generation equipment and maintenance services for its customers in the domestic and international energy, power and infrastructure and service industries. The Company designs, engineers and manufactures a range of heat recovery and auxiliary equipment primarily used to enhance the efficiency and facilitate the operation of gas turbine power plants as well as for other industrial and power-related applications. The Company has facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai, China; Nanjing, China; and Heerleen, The Netherlands. The Company and 10 of its affiliates filed for chapter 11 protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045). Attorneys at White & Case LLP and The Bayard Firm, P.A., represent the Debtors. The Official Committee of Unsecured Creditors appointed in the Debtors' cases has selected Landis Rath & Cobb LLP as its counsel. As of Sept. 30, 2005, the Debtors reported total assets of $381,131,000 and total debts of $123,221,000. The Debtors' exclusive period to filed a chapter 11 plan expires on Jan. 26, 2007. GLOBAL POWER: Section 341 Meeting Continues Tomorrow ---------------------------------------------------- The U.S. Trustee for Region 3 will continue the meeting of Global Power Equipment Group Inc. and its debtor-affiliates' creditors at 10:00 a.m., on Dec. 21, 2006, at the J. Caleb Boggs Federal Building, 844 North King Street, Fifth Floor, Room 5209, in Wilmington, Delaware. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible officer of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka GEEG Inc. -- http://www.globalpower.com/-- provides power generation equipment and maintenance services for its customers in the domestic and international energy, power and infrastructure and service industries. The Company designs, engineers and manufactures a range of heat recovery and auxiliary equipment primarily used to enhance the efficiency and facilitate the operation of gas turbine power plants as well as for other industrial and power-related applications. The Company has facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai, China; Nanjing, China; and Heerleen, The Netherlands. The Company and 10 of its affiliates filed for chapter 11 protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045). Attorneys at White & Case LLP and The Bayard Firm, P.A., represent the Debtors. The Official Committee of Unsecured Creditors appointed in the Debtors' cases has selected Landis Rath & Cobb LLP as its counsel. As of Sept. 30, 2005, the Debtors reported total assets of $381,131,000 and total debts of $123,221,000. The Debtors' exclusive period to filed a chapter 11 plan expires on Jan. 26, 2007. GML SERVICES: Case Summary & 17 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: GML Services, Inc. aka GML Homebuilders 107 Church Street Kelso, WA 98626 Bankruptcy Case No.: 06-43080 Chapter 11 Petition Date: December 8, 2006 Court: Western District of Washington (Tacoma) Debtor's Counsel: Larry B. Feinstein, Esq. Vortman & Feinstein 500 Union Street, Suite 500 Seattle, WA 98101 Tel: (206) 223-9595 Total Assets: $2,606,950 Total Debts: $2,766,904 Debtor's 17 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ First Mutual Bank $839,000 P.O. Box 1647 Bellevue, WA 98008 Twin City Bank $333,878 729 Vandercook Way Longview, WA 98632 River View Bank $133,046 P.O. Box 872290 Vancouver, WA 98687-2290 Department of Revenue $104,883 Part Lumber $68,124 P.O. Box 2690 Portland, OR 97208 NEC Electric $65,279 Renaud Electric Co., Inc. $53,502 OSO Lumber $34,248 Linville Ursich PLLC $34,216 Cutright Supply $25,433 Cavanaugh's Construction Inc. $24,292 Contract Furnishings Mart $23,642 Global Security and Communication Inc. $23,145 Suburban Door $19,548 Gale Contractor $17,485 U.S. Construction $14,273 Lea's Drywall $13,837 GRANITE BROADCASTING: Court OKs Trumbull Group as Noticing Agent ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York gave Granite Broadcasting Corp. and its debtor-affiliates authority to employ The Trumbull Group, LLC, doing business as Wells Fargo Trumbull, as claims and noticing, and voting and tabulation agent in their Chapter 11 cases. As reported in the Troubled Company Reporter on Dec. 15, 2006, The Debtors believe that employing Trumbull is in the best interests of their estates and all parties-in-interest. Trumbull is expected to: a. prepare and serve required notices in the Debtors' Chapter 11 cases, including: i. a notice of commencement of the Debtors' Chapter 11 cases and the initial meeting of creditors under Section 341(a) of the Bankruptcy Code; ii. a notice of the claims bar date; iii. notices of objections to claims; iv. notices of any hearings on a disclosure statement and confirmation of a plan or plans of reorganization; and v. other miscellaneous notices as the Debtors or Court may deem necessary or appropriate for an orderly administration of the Debtors' chapter 11 cases. b. within five business days after the service of a particular notice, file with the Clerk's Office a certificate or affidavit of service that includes: (i) a copy of the notice served, (ii) an alphabetical list of persons on whom the notice was served, along with their addresses, and (iii) the date and manner of service; c. maintain copies of all proofs of claim and proofs of interest filed in the Debtors' Chapter 11 cases; d. maintain official claims registers in this case by docketing all proofs of claim and proofs of interest in a claims database that includes the these information for each claim or interest asserted: i. the name and address of the claimant or interest holder and any agent thereof, if the proof of claim or proof of interest was filed by an agent; ii. the date the proof of claim or proof of interest was received by Trumbull or the Court; iii. the claim number assigned to the proof of claim or proof of interest; and iv. the asserted amount and classification of the claim. e. implement necessary security measures to ensure the completeness and integrity of the claims registers; f. transmit to the Clerk's Office a copy of the claims registers on a weekly basis, unless requested by the Clerk's Office on a more or less frequent basis; g. maintain an up-to-date mailing list for all entities that have filed proofs of claim or proofs of interest and make the list available upon request to the Clerk's Office or any party-in-interest; h. provide access to the public for examination of copies of the proofs of claim or proofs of interest filed in this case without charge during regular business hours; i. record all transfers of claims pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and provide notice of the transfers as required by Rule 3001(e), if directed to do so by the Court; j. comply with applicable federal, state, municipal, and local statues, ordinances, rules, regulations, orders, and other requirements; k. provide temporary employees and contractors as necessary to process claims, prepare schedules and statements of financial affairs, and other duties as the Debtors may request from time to time; l. promptly comply with further conditions and requirements as the Clerk's Office or the Court may at any time prescribe; m. provide voting solicitation and tabulation services in conjunction with the Debtors' Plan of Reorganization; and n. provide other claims processing and noticing relating administrative services as may be requested from time to time by the Debtors. The Debtors will pay to Trumbull the costs with respect to providing the Bankruptcy Processing Services pursuant to the fee schedule provided in the parties' engagement agreement. A copy of the fee schedule is available for free at: http://ResearchArchives.com/t/s?1702 The hourly rates of Trumbull's employees are: Professional Hourly Rates ------------ ------------ Administrative Support $55 Data Specialist $65-$80 Case Manager $85-$135 Automation Consultant $140-$175 Operations Manager $110-$185 Consultant $225-$295 Ronda K. Collum, vice president and senior consultant of Trumbull Group, assured the Court that the firm (i) has no connection with the Debtors, their creditors, or other parties-in-interest, and (ii) does not hold or represent an interest adverse to the Debtors' estates that would impair Trumbull's ability to perform the services for the Debtors objectively, in accordance with Section 327 of the Bankruptcy Code. Ms. Collum can be reached at: Ronda K. Collum The Trumbull Group 4 Griffin Road North Windsor, CT 06095 Tel: (860) 687-5401 Fax: (860) 683-8697 http://www.trumbullgroup.com/ Headquartered in New York, Granite Broadcasting Corp. -- http://www.granitetv.com/-- owns and operates, or provides programming, sales and other services to 23 channels in 11 markets: San Francisco, California; Detroit, Michigan; Buffalo, New York; Fresno, California; Syracuse, New York; Fort Wayne, Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin; Binghamton, New York; Utica, New York and Elmira, New York. The company's channel group includes affiliates of NBC, CBS, ABC, CW and My Network TV, and reaches approximately 6% of all U.S. television households. The Company and five of its debtor-affiliates filed for chapter 11 protection on Dec. 11, 2006 (Bankr. S.D. N.Y. Case No. 06-12984). Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, represents the Debtors in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets of $443,563,020 and debts of $641,100,000. (Granite Broadcasting Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) GRANITE BROADCASTING: Court Extends Schedules Filing Until Jan. 19 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York extended the deadline for the filing of Granite Broadcasting Corp. and its debtor-affiliates' Schedules & Statements, until Jan. 19, 2007. Granite Broadcasting Inc. and its debtor-affiliates are required to file their schedules of assets and liabilities, schedule of current income and expenditures, schedule of executory contracts and unexpired leases, and statement of financial affairs. Rule 1007(b) of the Federal Rules of Bankruptcy Procedure requires the Debtors to file the Schedules & Statements with the Court within 15 days of the Petition Date. Pursuant to Rule 1007(c), the Court may extend the 15-day filing deadline for cause. Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, explains due to the size and complexity of their businesses, the Debtors cannot complete their Schedules & Statements within the 15 days allotted by the Bankruptcy Rules. To complete the Schedules & Statements, the Debtors' employees and professionals must review many documents and electronic records in locations across the United States. This process will consume many hours of the Debtors' employees' and professionals' time to complete. Mr. Dizengoff adds that because of the volume of work remaining, the concurrent time demands on the Debtors associated with the Debtors' Chapter 11 cases, and the Debtors' primary focus thus far being the negotiation of the terms of the Plan, the Debtors cannot complete the accurate and thorough review required to prepare the Schedules & Statements in the 15 days provided by the Bankruptcy Rules. The Debtors currently estimate that they will require at least an additional three weeks to complete the Schedules & Statements. Mr. Dizengoff notes that similar relief have been granted in the Chapter 11 cases of Twinlab Corp., Loral Space & Commc'ns Ltd., Acterna Corp., Adelphia Bus. Solutions, Inc., Ames Dep't Stores, Inc., and Casual Male Corp., among others. About Granite Broadcasting Headquartered in New York, Granite Broadcasting Corp. -- http://www.granitetv.com/-- owns and operates, or provides programming, sales and other services to 23 channels in 11 markets: San Francisco, California; Detroit, Michigan; Buffalo, New York; Fresno, California; Syracuse, New York; Fort Wayne, Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin; Binghamton, New York; Utica, New York and Elmira, New York. The company's channel group includes affiliates of NBC, CBS, ABC, CW and My Network TV, and reaches approximately 6% of all U.S. television households. The Company and five of its debtor-affiliates filed for chapter 11 protection on Dec. 11, 2006 (Bankr. S.D. N.Y. Case No. 06-12984). Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, represents the Debtors in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets of $443,563,020 and debts of $641,100,000. (Granite Broadcasting Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) HARRAH'S ENT: Inks $27.8 Billion Merger Pact With TPG and Apollo ---------------------------------------------------------------- Harrah's Entertainment Inc. has entered into a definitive agreement for affiliates of Texas Pacific Group and Apollo Management L.P. to acquire Harrah's in an all-cash transaction valued at approximately $27.8 billion, including the assumption of approximately $10.7 billion of debt. Under the terms of the agreement, Harrah's stockholders will receive $90.00 in cash for each outstanding Harrah's share. This represents a premium of approximately 36% over Harrah's closing share price on Sept. 29, 2006, the last trading day before disclosure of the initial offer made by Apollo and TPG to acquire Harrah's for $81.00 per share. The Harrah's Board of Directors, based on the recommendation of a Special Committee of non-management directors, which conducted a thorough review of Harrah's strategic alternatives, has approved the agreement and has recommended that Harrah's stockholders vote in favor of the agreement. "In Apollo and TPG, we will have owners who share our vision for Harrah's, are fully supportive of our current strategy and are committed to helping us execute on it. This will be a change in ownership, not a change in direction," Harrah's chairman, chief executive officer, and president Gary Loveman said. "Harrah's management team and its 85,000 talented employees look forward to working with Apollo and TPG as the Company moves into the next phase of its growth and development," Mr. Loveman added. "After careful consideration of the full range of strategic alternatives, the Special Committee and the full Board concluded this transaction is in the best interest of Harrah's stockholders," Harrah's co-chairman of the Special Committee Robert Miller said. "Apollo and TPG are both leading private equity firms with proven track records and strong reputations," Mr. Miller added. David Bonderman, TPG founding partner, said, "We are delighted to be joining with the excellent management team at Harrah's and our private equity partners to continue to build on the Company's strong foundation. Taking a long-term perspective, we believe we will be able to help Harrah's deliver on its growth strategy." Leon Black, founding partner of Apollo, said, "Harrah's has an excellent brand name, strong cash flows, an impressive portfolio of properties, a very talented management team, and highly skilled employees. Together with our private equity partners, we look forward to building on Harrah's successful track record of operational success and helping the Company to achieve its strategic goals." Under the merger agreement, Harrah's may solicit superior proposals from third parties during the next 25 days. The board of directors of Harrah's, through its special committee and with assistance of its independent advisors, intends to solicit superior proposals during this period. There can be no assurances that the solicitation of superior proposals will result in an alternative transaction. Harrah's does not intend to disclose developments with respect to this solicitation process unless and until its board of directors has made a decision. The transaction is expected to be completed in approximately one year, and is subject to stockholder approval, regulatory approvals, and customary closing conditions. It is not subject to a financing condition. Harrah's intends to pay stockholders its regular quarterly dividend of $0.40 per share until the transaction closes. Apollo and TPG have agreed to increase the purchase price at a rate of $0.01973 per day per Harrah's common share beginning March 1, 2008, if closing has not occurred by that date, less an adjustment for any dividends paid on or after March 1, 2008. Latham & Watkins LLP is serving as legal advisor to Harrah's and Kaye Scholer LLP provided legal advice to the Special Committee. UBS Securities LLC served as financial advisor to the Special Committee and rendered a fairness opinion to the Board of Directors of Harrah's in connection with the proposed transaction. In addition, Peter J. Solomon Company also provided a fairness opinion to the Board of Directors. Deutsche Bank Securities is serving as lead financial advisor to Apollo and TPG. Wachtell Lipton Rosen & Katz, Cleary Gottlieb Steen & Hamilton LLP, and Schreck Brignone are serving as the investors' legal advisors. Banc of America Securities LLC, Citigroup Corporate and Investment Banking, Credit Suisse Securities (USA) LLC, JPMorgan, and Merrill Lynch & Co. are also serving as financial advisors to the investors. Global Leisure Partners LLP is acting as financial advisor to Apollo. About Apollo Apollo Management L.P., founded in 1990, is a recognized leader in private equity, debt, and capital markets investing. Since its inception, Apollo has successfully invested over $16 billion in companies representing a wide variety of industries, both in the United States and internationally. Apollo is currently investing its sixth private equity fund, Apollo Investment Fund VI L.P., which, along with related co-investment entities, represents approximately $12 billion of new capital. About TPG Texas Pacific Group -- http://www.tpg.com/-- is a private investment partnership that was founded in 1992 and currently has more than $30 billion of assets under management. With offices in San Francisco, London, Hong Kong, Fort Worth and other locations globally, TPG has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures, and restructurings. About Harrah's Entertainment Headquartered in Las Vegas, Nevada, Harrah's Entertainment, Inc. (NYSE: HET) -- http://www.harrahs.com/-- is a gaming corporation that owns and operates casinos, hotels, and five golf courses under several brands on four continents. The company's properties operate primarily under the Harrah's, Caesars and Horseshoe brand names; Harrah's also owns the London Clubs International family of casinos. * * * As reported in the Troubled Company Reporter on Oct. 3, 2006, Standard & Poor's Ratings Services lowered its ratings on Harrah's Entertainment and its subsidiary Harrah's Operating Co. Inc., including its long- and short-term corporate credit ratings to 'BB+' from 'BBB-' and to 'B' from 'A-3', respectively. In addition, these ratings were placed on CreditWatch with negative implications. This company had about $10.8 billion of reported debt outstanding as of June 30, 2006. As reported in the Troubled Company Reporter on Oct. 3, 2006, Fitch Ratings downgraded the debt ratings of Harrah's Entertainment Inc. and its principal operating subsidiary Harrah's Operating Co. Harrah's Entertainment's Issuer Default Rating was lowered to 'BB+' from 'BBB-'. Harrah's Operating Co.'s Issuer Default Rating was also downgraded to 'BB+' from 'BBB-'. Other affected Harrah's Operating ratings include: Bank Credit Facility to 'BB+' from 'BBB-', Senior Unsecured Notes to 'BB+' from 'BBB-' and Subordinated notes to 'BB-' from 'BB+'. HIGH VOLTAGE: Equity Holders Must Submit Forms by December 31 ------------------------------------------------------------- Pursuant to the Chapter 11 Trustee's confirmed Amended Plan of Liquidation for High Voltage Engineering Corp. and its debtor- affiliates, the HVE Liquidating Trust was established. Under the Plan, High Voltage's common stock will be cancelled and holders will receive beneficial interest in the HVE Liquidating Trust. Holders of beneficial interests in the Trust will receive a pro rata share of the available cash after all other claims are satisfied. To be a beneficiary of the Trust, equity interest holders must provide a completed W-9 Form or W-8 Form on or before Dec. 31, 2006. Equity interest holders who fail to submit the forms by the December 31 deadline will not be entitled to any distribution on account of their shares. Completed forms must be submitted to the Liquidating Trustee's counsel at: Anderson Kill & Olick, P.C. Attention: Michael J. Venditto, Esq. 1251 Avenue of the Americas New York, NY 10020-1104 Based in Wakefield, Mass., High Voltage Engineering Corporation -- http://www.asirobicon.com/-- owns and operates a group of three industrial and technology based manufacturing and services businesses. HVE's businesses focus on designing and manufacturing high quality applications and engineered products, which are designed to address specific customer needs. The Debtor filed its first chapter 11 petition on March 1, 2004 (Bankr. Mass. Case No. 04-11586). Its Third Amended Joint Chapter 11 Plan of Reorganization was confirmed on July 21, 2004, allowing the Company to emerge on Aug. 10, 2004. High Voltage and its debtor-affiliates filed their second chapter 11 petition on Feb. 8, 2005 (Bankr. Mass. Case No. 05-10787). S. Margie Venus, Esq., at Akin, Gump, Strauss, Hauer & Feld LLP, and Douglas B. Rosner, Esq., at Goulston & Storrs, represent the Debtors. In the Company's second bankruptcy filing, it listed $457,970,00 in total assets and $360,124,000 in total debts. Stephen S. Gray was appointed chapter 11 Trustee in February 2005. John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate, Hall & Stewart LLP represent the chapter 11 Trustee. Ira M. Levee, Esq., at Lowenstein Sandler PC and Steven B. Levine, Esq., at Brown Rudnick Berlack Israels LLP represent the Official Committee of Unsecured Creditors. The Court confirmed the Chapter 11 Trustee's Amended Plan of Liquidation on July 10, 2006. The Plan became effective on Aug. 1, 2006. IMG HEALTHCARE: Court Sets January 15 as Supplemental Bar Date -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Louisiana set 4:00 p.m., on Jan. 15, 2007, as the supplemental bar date for filing proofs of claim against IMG Healthcare LLC. The January 15 deadline applies to creditors asserting claims against the Debtor who were recently added to the schedule of liabilities, modified on Nov. 3, 2006, or creditors who haven't received prior notice to file a proof of claim. Proofs of claim must be received by: Clerk of the Court U.S. Bankruptcy Court Eastern District of Louisiana 500 Poydras Street, Room B-601 New Orleans, LA 70130 Headquartered in New Orleans, Louisiana, IMG Healthcare LLC -- http://www.imghealthcare.com/-- provides healthcare services to patients in the greater New Orleans area. The Debtor filed for chapter 11 protection on Jan. 30, 2006 (Bankr. E.D. La. Case No. 06-10059). William C. Gambel, Esq., at Milling Benson Woodward L.L.P., represents the Debtor. When the Debtor filed for protection from its creditors, it listed estimated assets between $1 million and $10 million. INDEPENDENCE III: Moody's Lift Junk Rated $22-Mil. Debt to B3 ------------------------------------------------------------- Moody's Investors Service upgraded the ratings on the notes issued in 2002 by Independence III CDO, Ltd, a managed investment grade structured finance re-securitization issuer: * The $18,000,000 Class B Second Priority Floating Rate Term Notes, Due 2037 -- Prior Rating: A2, on watch for possible upgrade -- Current Rating: Aa3 * The $7,000,000 Class C-1 Third Priority Floating Rate Term Notes Due 2037 -- Prior Rating: Caa1, on watch for possible upgrade -- Current Rating: B3 * The $15,000,000 Class C-2 Third Priority Fixed Rate Term Notes Due 2037 -- Prior Rating: Caa1, on watch for possible upgrade -- Current Rating: B3 The rating actions reflect the ongoing delevering of the transaction, according to Moody's. Moody's also noted that the rise in interest rates over the past year has had a strong positive effect on the deal as a result of the fixed to floating interest rate swap. INN OF THE MOUNTAIN GODS: S&P Revises Neg. Outlook to Developing ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Inn of the Mountain Gods Resort and Casino to developing from negative. At the same time, Standard & Poor's affirmed its ratings on the Mescalero, New Mexico-based company, including its 'B-' issuer credit and senior secured debt ratings. Total debt outstanding at Oct. 31, 2006, was $214 million. IMG is the entity formed to own and operate the casino and resort operations for the Mescalero Apache Tribe. The outlook revision comes after IMG's earnings report, in which the issuer reported improved operating performance for the six months ended Oct. 31, 2006. Gross revenues increased 4%, promotional allowances declined 45%, and operating expenses fell 8% over the same prior-year period. As a result, EBITDA during the six months ended Oct. 31, 2006, increased to $21 million from $13 million in the same prior-year period. The outlook revision recognizes the improved operating performance, which if sustained, could result in ratings upside potential. It also incorporates a history of inconsistent earnings and continued material weaknesses that were disclosed in IMG's form 10Q for the period ended Oct. 31, 2006. J PLANO'S PRESERVE: Case Summary & 19 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: J. Plano's Preserve Development, LLC aka J. Plano Preserves, LLC aka J. Plano Preserve Development, LLC c/o David B. Sosin, Registered Agent 11800 South 75th Avenue, Suite 300 Palos Heights, IL 60463 Bankruptcy Case No.: 06-16140 Chapter 11 Petition Date: December 7, 2006 Court: Northern District of Illinois (Chicago) Judge: Pamela S. Hollis Debtor's Counsel: Robert R. Benjamin, Esq. Querrey & Harrow, Ltd. 175 West Jackson Boulevard, Suite 1600 Chicago, IL 60604 Tel: (312) 540-7000 Fax: (312) 540-0578 Total Assets: $651,700 Total Debts: $3,739,827 Debtor's 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Edon Construction 30125-30129 $68,499 5420 West 122 Street Autumn Drive Alsip, IL 60803 Construction $663,136 Subcontractor Jack Plano Loans $644,000 10860 Crystal Meadow Court Orland Park, IL 60467 J. Plano Builders Loans $166,601 c/o David Sosin Registered Agent 11800 South 75th Avenue, Suite 300 Palos Heights, IL 60463 Ruane Construction Construction $143,118 8779 West Laraway Road Subcontractor Frankfort, IL 60423 Cottage Sheet Metal Construction $135,700 6646 West 99th Street Subcontractor Chicago Ridge, IL 60415 D/S2 Advertising Construction $120,196 Subcontractor Consolidated Tile & Carpet Construction $92,958 Subcontractor Inland Electric Construction $67,070 Subcontractor Bill's Drywall Construction $60,360 Subcontractor Boss Construction Construction $55,536 Subcontractor Joseph Kienzle Loan $50,000 Beary Landscaping Construction $33,785 Subcontractor Builders Insulation Construction $30,230 Subcontractor Howe Plumbing Construction $28,184 Subcontractor Mike's Decorating Construction $24,785 Subcontractor Craig Millwork Construction $24,703 Subcontractor John Wiesch Masonry Construction $19,891 Subcontractor Alpine Asphalt Paving Construction $18,630 Subcontractor Absolute Windows Construction $16,025 Subcontractor JAMES MARTINEZ: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: James A. Martinez aka Russ's Car Wash aka Jimmy's Vintage Wash & Lube aka Russ's Quick Lube 3111 Brentwood Circle Grand Island, NE 68801 Bankruptcy Case No.: 06-41674 Chapter 11 Petition Date: December 4, 2006 Court: District of Nebraska (Lincoln Office) Judge: Timothy J. Mahoney Debtor's Counsel: Galen E. Stehlik, Esq. Lauritsen, Brownell, Brostrom, Stehlik 724 W. Koenig P.O. Box 400 Grand Island, NE 68802 Tel: (308) 382-8010 Fax: (308) 382-8018 Total Assets: $1 Million to $100 Million Total Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. JFK INT'L: Lease Completions Cue Moody's Upgrade Review ------------------------------------------------------- Moody's Investors Service placed on Watchlist for a possible upgrade the Ba1 rating on the JFK International Arrivals Terminal. Moody's upgrade review is prompted by the recent completion of the third and fourth supplements to the lease of the Terminal with the Port Authority of New York and New Jersey. In Moody's opinion, the fundamental credit position of the Terminal has improved significantly in recent years. The upgrade review will focus on the final documentation related to the lease supplements, as well as audited financial information over the past three fiscal years that the Terminal expects to make available in the next few months. Legal security: The Series 6 bonds are special limited obligations of the Port Authority of New York and New Jersey, payable from and secured by facility lease rental payments made by the lessee, JFK IAT, LLC, to the Port Authority. The facility rental is payable from a pledge of the net revenues of the project, after satisfaction of the operating and maintenance expenses, including Base Rent to the Port Authority. The trust estate further consists of certain reserves, including a cash-funded debt service reserve for maximum annual debt service, a leasehold mortgage assigned to the trustee, as well as a personal property interest of the lessee granted to the Port Authority and assigned to the trustee. Interest rate derivatives: None. Strengths: -- Strong recent growth in enplanements and increased diversity in the carrier base have strengthened reserves and financial margins; -- Experienced management team has positioned the Terminal to operate successfully in competitive environment; -- Restructuring of subordinate obligations to the Port Authority provides Terminal with workable financial framework based on reasonable projections; -- Completion of lease supplements with Port Authority sets stable financial and legal framework for operations. Challenges: -- The Terminal competes with other terminals at JFK for airline clients; -- Leases with airlines are short-term and must be renewed frequently prior to final maturity; and -- No recourse exists to the LLC's parent companies. Recent developments: The Terminal recently completed its negotiations with the Port Authority regarding the third and fourth supplements to its master lease agreement. It is Moody's understanding that the supplements contain several provisions that are favorable to the legal and financial framework of the Terminal, including a provision that would allow for the Port Authority to finance shortfalls in the repayment of the Terminal's subordinate obligation to the Port Authority. The Terminal has successfully rebounded from a significantly lower-than-expected ramp-up in its early years. Moody's notes that the Terminal has successfully pursued growth in its carrier base in recent years, as well as extended lease terms with a number of its existing carriers. Passenger enplanements at the Terminal are expected to reach 3.7 million in 2006, up approximately 15% from 2005 levels. Virgin Atlantic is IAT's dominant carrier and accounted for 8.8% of enplanements in 2005. Only four other carriers have a market share of over 5% at the Terminal - El Al, Aer Lingus, Northwest, and KLM. Over 40 carriers operated out of the Terminal in 2005. Moody's views the significant diversity of carriers at the Terminal as another sign of stabilization of this credit. Enplanement growth has been very robust in recent years and the Terminal posted debt service coverage of 1.3x in 2004 and 1.43x in 2005 - officials currently expect 2006 debt service coverage to be around 1.46x. Moody's notes that debt service on the Series 6 bonds will be approximately level at $70 million until final maturity in 2025. In Moody's opinion, since the environment that the Terminal operates in is likely to remain very competitive for years to come, the ability of management to continue the recent positive trend of revenue growth and aggressive cost containment will be a key factor in future evaluations of this credit. JFK IAT LLC is a limited partnership comprised of Schiphol USA, LCOR and Lehman Brothers. Outlook: The Ba1 rating is on our Watchlist, on review for a possible upgrade. The upgrade review will focus on the final documentation related to the lease supplements, as well as audited financial information over the past three fiscal years that the Terminal expects to make available in the next few months. Key indicators: -- Type of Airport:Single terminal -- FY 2005 Enplanements: 3.23M -- FY 2006 Enplanements estimate:3.7M -- 5-Year Enplanement CAGR 1999-2004:8% -- 5-Year Enplanement CAGR 2000-2005:5.6% -- FY 2005 vs FY 2000 Enplanement growth:31.2% -- FY 2005 vs FY 2004 Enplanement growth:6.5% -- Largest Carrier by Enplanements, FY 2005 (share):Virgin Atlantic (8.8%) -- Debt per Enplaned Passenger, FYE 2006 estimate:$237 -- Debt Service Coverage FY 2006 est.:1.46x Rated debt: -- Special Project Bonds, Series 6, $873.5 million outstanding LEVEL 3 FINANCING: S&P Junks Rating on $650-Million Senior Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CCC-' rating to $650 million of 9.25% senior notes due 2014 issued by Level 3 Financing Inc., a subsidiary of Broomfield, Colorado-based Level 3 Communications Inc. The notes are an add-on to the $600 million of 9.25% senior notes issued in October 2006, under Rule 144A with registration rights. Proceeds from the offering will be used to purchase Level 3 Financing's 10.75% senior notes due 2011 under a tender offer launched Dec. 13, 2006. Gross proceeds from the offering that exceed the amount of notes tendered will constitute purchase money indebtedness, and will be used solely to fund the cost of construction, installation, acquisition, lease, development or improvement of telecommunications assets. "Taken together, these transactions bolster Level 3's credit profile by lowering interest expense and extending maturities beyond the 2010-2011 period when a substantial portion of the company's debt matures," said Standard & Poor's credit analyst Susan Madison. All ratings on Level 3, including the 'CCC+' corporate credit rating, are affirmed. The outlook is stable. Debt outstanding as of Sept. 30, 2006, pro forma for the issuance of $1.25 billion of new debt during the fourth quarter and successful completion of the tender offering, totaled about $7.3 billion. The ratings on Level 3 reflect an aggressive financial policy, elevated leverage, negative discretionary cash flow because of sizable capital expenditure requirements, integration risk resulting from an active acquisition strategy, and concerns about weakness in the long-distance telecommunications industry. Tempering factors include a sizable cash balance, an absence of significant debt maturities until 2010, and modest benefits from industry consolidation. LIN TELEVISION: Moody's Pares Corp. Family Rating to Ba3 from Ba2 ----------------------------------------------------------------- Moody's Investors Service downgraded LIN Television Corporation's corporate family rating from Ba2 to Ba3. The downgrade to Ba3 reflects the company's high debt to EBITDA leverage, modest EBITDA margins and the increasing business risk associated with the broadcast television industry's overall declining audience and the increasing fragmentation of advertising spending over a growing number of media. LIN's rating is supported by its diverse network affiliations and geographic footprint, notable free cash flow generation, the company's continued local market focus. Moody's has taken these ratings actions: * LIN Television Corporation -- Corporate Family Rating Downgraded Ba2 to Ba3 -- Probability of Default Rating Downgraded Ba2 to Ba3 -- Secured Revolver Affirmed Baa3; from LGD2, 14% to LGD2, 13% -- Secured Term Loan Affirmed Baa3; from LGD2, 14% to LGD2, 13% -- 6.5% Senior Subordinated Notes due 2013 Downgraded Ba3 to B1; LGD4, 69% -- 6.5% Senior Subordinated Notes CL B due 2013 Downgraded Ba3 to B1; LGD 4, 69% -- 2.5% Exch. Senior Subordinated Notes due 2033 Downgraded Ba3 to B1; LGD4, 69% Affirmed SGL-2 speculative grade liquidity assessment The outlook is stable. Headquartered in Providence, Rhode Island, LIN Television Corp. owns and operates 31 television stations in 18 mid-sized markets in the United States and Puerto Rico. LONG & ASSOCIATES: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Long & Associates, Inc. P.O. Box 728 Lytle, TX 78052 Bankruptcy Case No.: 06-52569 Type of Business: The Debtor filed for chapter 11 protection on September 3, 2002 (Bankr. W.D. Tex. Case No. 02-54249). Chapter 11 Petition Date: December 8, 2006 Court: Western District of Texas (San Antonio) Judge: Leif M. Clark Debtor's Counsel: William R. Davis, Jr., Esq. Langley & Banack, Inc. 745 East Mulberry Avenue, Suite 900 San Antonio, TX 78212 Tel: (210) 736-6600 Fax: (210) 735-6889 Debtor's financial condition as of November 30, 2006: Total Assets: $1,622,654 Total Debts: $1,633,070 Debtor's 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service 941 Taxes $135,841 P.O. Box 21126 Philadelphia, PA 19114 Laredo National Bank Unsecured Loan $70,213 P.O. Box 59 Laredo, TX 78042 Pico Petroleum Lawsuit $50,000 c/o Edward M. Lavin, Esq. 8918 Tesoro Drive, Suite 418 San Antonio, TX 78217 Texas Workforce Commission Unemployment Taxes $37,000 Commission on Appeals 101 East 15th Street Austin, TX 78778-0001 Internal Revenue Service Balance of prior $33,915 Special Procedures Staff Chapter 11 general 300 East 8th Street unsecured claim STOP 5022 AUS Austin, TX 78701 Petty Oil Company, Inc. Goods and Services $28,324 SDS System Technik GmbH Contract/Lease $22,500 Innovative Employment Solutions Insurance Premium $18,490 Alexander Oil Company Goods and Services $17,666 Uvalde Proving Grounds Goods and Services $6,772 Utility Trailer Goods and Services $6,000 Sembera & Biediger, P.C. Accounting Services $5,950 R.V. Davis Damages Claim $3,971 Correct Weigh Scale Services $2,486 Service Inc. Harrison's Supply Goods $2,173 AT&T Services $1,914 T & B Tools and Equipment Goods $1,910 Discount Leasing Services Lease Arrearage $1,000 Accutronics Goods and Services $898 MADISON RIVER: CenturyTel Deal Prompts Moody's Ratings Review ------------------------------------------------------------- Moody's Investors Service placed Madison River Capital, LLC's B1 senior secured debt on review for possible upgrade. In addition, Moody's affirmed CenturyTel's Baa2 senior unsecured debt rating after CenturyTel's report that it is acquiring Madison River for about $830 million, including the assumption of about $525 million of debt. The rating outlook is stable. The acquisition is expected to close around mid-year 2007. The review of Madison River's ratings will focus on CenturyTel's plans with regard to the existing Madison River debt. Should the debt be unconditionally and irrevocably guaranteed or legally assumed, the ratings will be upgraded to that of CenturyTel. The affirmation of CenturyTel's debt rating is based on Moody's belief that CTL's credit metrics and business risk profile will not significantly weaken as a result of this relatively modest acquisition. Furthermore, the rating agency expects synergies to be quickly realized due, in part, to the good fit between the two companies' properties and assets and CenturyTel's prior experiences of successfully integrating acquisitions. While Moody's expects the transaction will increase CenturyTel's leverage modestly as measured by debt to EBITDA from about 2.4x to 2.8x over the near-term, CenturyTel's ability to generate strong earnings and robust free cash flow is expected to allow it to maintain credit metrics consistent with its Baa2 ratings as long as management maintains its current philosophy regarding its operating strategy, balance sheet and credit profile. As part of this rating action, Moody's affirms CenturyTel, Inc.'s ratings: -- Senior Unsecured Rating at Baa2 -- Senior Unsecured Shelf at Baa2 -- Preferred Shelf at Ba1 -- Commercial Paper at P-2 The rating outlook is stable. Madison River Capital, LLC's ratings are on review for possible upgrade: -- Corporate Family Rating at B1 -- Probability of Default Rating at B2 -- Senior Secured R/C at B1, LGD3, 30% -- Senior Secured Term Loan B at B1, LGD3, 30% Madison River Capital LLC is a rural local exchange carrier headquartered in Mebane, North Carolina. CenturyTel, Inc., headquartered in Monroe, Louisiana is a regional communications company engaged primarily in providing local exchange telephone services in various predominately rural regions of the United States. MACDERMID INC: Moody's Places Ba2 Rated Sr. Notes on Review ----------------------------------------------------------- Moody's Investors Service placed the ratings of MacDermid, Incorporated under review for a possible downgrade after the report that it signed a definitive merger agreement under which Daniel H. Leever, its Chairman and Chief Executive Officer, and funds managed by Court Square Capital Partners and Weston Presidio will acquire MacDermid in a transaction valued at over $1.3 billion. The review for downgrade reflects the likelihood of greatly increased leverage after this transaction. The ratings under review are: -- Corporate family rating at Ba2 -- $301.5 million 9.125% Guaranteed Senior Subordinated Notes due 2011 at Ba2 Moody's expects the transaction to be financed with equity and a significant amount of debt, which would result in a meaningful increase in MacDermid's leverage. The company has not stated definitively how the existing notes due 2011 will be treated, however it is Moody's preliminary expectation that this debt will likely be paid off. The existing notes benefit from a change of control provision that would be triggered upon the completion of an acquisition by a third party. The acquisition is subject to shareholder and regulatory approvals and is expected to close in early 2007. Moody's review will incorporate an assessment of the company's final financing structure as well as potential changes to the financial policies and strategic direction under the new ownership. MacDermid is manufacturer of a broad line of chemicals and related equipment for a range of applications, including metal and plastic finishing, electronics, graphic arts and printing, and offshore drilling. The company maintains its headquarters in Denver, Colorado, but operates facilities worldwide. Revenues for the twelve months ended Sept. 30, 2006, were $804 million. MPDK LLC: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------- Debtor: MPDK, LLC dba Adobe Car & Van Rental of Tucson 3150 East Grant Road Tucson, AZ 85716 Tel: (520) 320-1495 Bankruptcy Case No.: 06-01602 Type of Business: The Debtor offers travel and tourist services. Chapter 11 Petition Date: December 12, 2006 Court: District of Arizona (Tucson) Judge: James M. Marlar Debtor's Counsel: Eric Slocum Sparks, Esq. Eric Slocum Sparks, P.C. 110 South Church Avenue, Suite 2270 Tucson, AZ 85701 Tel: (520) 623-8330 Fax: (520) 623-9157 Total Assets: $224,000 Total Debts: $1,626,589 Debtor's 14 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ SWX LLC $200,000 5555 East 5th Street Tucson, AZ 85711 Marilyn Peskin-Kaufman $109,585 9020 East Saddleback Drive Tucson, AZ 85749 Fleet Solutions Vehicle Leases $100,000 Overland Park, KS Edward Feder $83,252 4440 North Vereda Rosada Tucson, AZ 85750 Gerald Matlick $83,251 4631 North Paseo Sonoyta Tucson, AZ 85750 Heeton Desai $43,223 Mark Anstein $43,223 Leon Spitzer Family L.P. $35,857 Isaac a. Greenberg $12,200 Anna Greenberg $12,200 Auto Cash USA, LLC $13,865 Harvey & Violet Kaplan $13,160 Family Ltd. P.A. Arizona Department of Revenue Taxes $8,500 Financial Pacific Leasing Car Rental $5,000 MIRANT CORP: Bankr. Court Okays NY Units' Dispute Settlement ------------------------------------------------------------ Mirant Corporation disclosed that the U.S. Bankruptcy Court for the Northern District of Texas has approved the settlement among certain of its New York subsidiaries still in bankruptcy and various local jurisdictions of disputed property taxes for its Bowline and Lovett electric generating facilities. As reported in the Troubled Company Reporter on Dec. 5, 2006, the company's New York subsidiaries, Haverstraw-Stony Point Central School District, Town of Haverstraw, Town of Stony Point, and County of Rockland resolved the long-running tax disputes concerning two of Mirant's power generating plants and reached an agreement in principle. The settlement resolves pending disputes regarding refunds sought by the company for property taxes paid for 1995 through 2003 and unpaid taxes assessed for 2003 through 2006. Under the settlement, the company will receive refunds totaling approximately $163 million for 1995 through 2003, and will pay unpaid taxes of approximately $115 million for 2003 through 2006, resulting in Mirant receiving a net cash amount of $48 million. As a result of the refunds and the reduction in unpaid taxes under the settlement, the company will recognize in the fourth quarter of 2006 a gain of approximately $244 million. Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR) -- http://www.mirant.com/-- is an energy company that produces and sells electricity in North America, the Caribbean, and the Philippines. Mirant owns or leases more than 18,000 megawatts of electric generating capacity globally. Mirant Corporation filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03- 46590), and emerged under the terms of a confirmed Second Amended Plan on Jan. 3, 2006. Thomas E. Lauria, Esq., at White & Case LLP, represented the Debtors in their successful restructuring. When the Debtors filed for protection from their creditors, they listed $20,574,000,000 in assets and $11,401,000,000 in debts. The Debtors emerged from bankruptcy on Jan. 3, 2006. * * * Moody's Investors Service assigned its B2 corporate family rating, effective July 13, 2006, on Mirant Corporation. MOHAWK EQUITIES: Case Summary & Six Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Mohawk Equities Inc. 36-06 43rd Avenue Long Island City, NY 11101-1702 Bankruptcy Case No.: 06-44735 Chapter 11 Petition Date: December 6, 2006 Court: Eastern District of New York (Brooklyn) Judge: Elizabeth S. Stong Debtor's Counsel: Richard L. Stern, Esq. Macco & Stern, LLP 135 Pinelawn Road, Suite 120 South Melville, NY 11747 Tel: (631) 549-7900 Fax: (631) 549-7845 Total Assets: $2,776,553 Total Debts: $2,504,996 Debtor's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ J.A.M. Creations Inc. $191,000 36-06 43rd Avenue Long Island City, NY 11101 City of New York Real Estate Taxes $60,000 Department of Finance P.O. Box 32 New York, NY 10008-0032 Mutual Central Alarm $1,945 Services Inc. 10 West 46th Street New York, NY 10036 Con Edison Utility Services $1,492 NYC Department of $409 Environmental Protection Waste Management of $150 New York LLC NEENAH FOUNDRY: Launches Cash Tender Offer for $133.13-Mil. Notes ----------------------------------------------------------------- Neenah Foundry Company has launched a cash tender offer and consent solicitation, with respect to its outstanding $133.13 million in aggregate principal amount of 11% Senior Secured Notes due 2010, to proposed amendments to the indenture governing the Notes and to related collateral documents. The primary purpose of the consent solicitation and Proposed Amendments is to eliminate substantially all of the covenants and certain events of default in the indenture and the Notes and amend the indenture and certain related documents to subordinate the liens securing the Notes to liens securing certain new debt in addition to the liens to which the liens securing the Notes are already subordinated. The total consideration for the Notes tendered and accepted for purchase pursuant to the tender offer will be determined on the basis of a yield to the first redemption date under the indenture governing the Notes equal to the sum of (i) the yield of the 4% U.S. Treasury Note due Sept. 30, 2007, as calculated by Credit Suisse Securities (USA) LLC, plus (ii) a fixed spread of 50 basis points. The company will pay accrued and unpaid interest up to, but not including, the payment date. Each holder who validly tenders its Notes and delivers consents to the Proposed Amendments prior to 5:00 p.m., New York City time, on Dec. 27, 2006 shall be entitled to a consent payment of $30 for each $1,000 principal amount of Notes tendered. Holders who validly tender their Notes after the Consent Date are entitled to receive the total consideration less the Consent Payment. The tender offer will expire at 5:00 p.m., New York City time, on Jan. 17, 2007. The consummation of the tender offer is conditioned upon, among other things, (i) the consummation of a senior secured debt offering and the closing of a new revolving credit facility and the availability of funds to pay the tender offer consideration described above, and (ii) receipt of the consent of the holders of a majority in aggregate principal amount of the Notes to the Proposed Amendments. Credit Suisse Securities (USA) LLC and Banc of America Securities LLC will act as dealer managers and solicitation agents for the tender offer and consent solicitation. Questions regarding the tender offer or consent solicitation may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or at (212) 538-0652 and Banc of America Securities LLC at (888) 292- 0070 (toll-free) or at (704) 388-9217. Morrow & Co., Inc. will act as the information agent for the tender offer and consent solicitation. Requests for documents related to the tender offer and consent solicitation may be directed to Morrow & Co., Inc. at (203) 658-9400 (for brokers and banks) or (800) 607-0088 (for all others). Headquartered in Neenah, Wisconsin, Neenah Foundry Company -- http://www.nfco.com/-- manufactures and markets iron castings and steel forgings for the heavy municipal market and selected segments of the industrial markets. * * * As reported in the Troubled Company Reporter on Nov. 16, 2006 Moody's Investors Service affirmed the Corporate Family rating of Neenah Foundry Company at B2, its Probability of Default rating at B2; and the senior subordinated notes, at Caa1. Moody's also raised the rating on the existing senior secured second lien notes, to B2 from Caa1. The rating outlook remains stable. As reported in the Troubled Company Reporter on Oct. 16, 2006 Standard & Poor's also affirmed its 'B' corporate credit rating on Neenah Foundry Company. The outlook is stable. NEXTCARD CREDIT: S&P Issues Default Rating on Class C & D Notes --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on the class C and D notes issued by NextCard Credit Card Master Note Trust's asset-backed notes series 2000-1 to 'D'. The defaults of the notes reflect the failure to pay the outstanding principal balance of the class C and D notes in full on the legal final maturity date of Dec. 15, 2006. An elevated and sustained charge-off rate has caused write-down amounts of $38,124,684 and $17,500,000 on the class C and class D notes, respectively, which will not be reimbursed on the bond's final maturity date. Based on the defined series finance charge and principal allocation percentage, these notes are not entitled to receive any trust collection payments once the invested amounts have been written down to zero. Amounts in the spread account are used to cover monthly interest shortfalls, and on the final maturity date any principal payments owed to the noteholders. The spread account draws have been used to cover shortfalls in monthly interest payments to the noteholders. The remaining balance of the spread account, however, is insufficient to fully reimburse the noteholders' previous written-down principal balances. As of the November 2006 distribution date, the current amount on deposit in the spread account was $17,379,462. Ratings Lowered NextCard Credit Card Master Note Trust Asset-Backed Notes Series 2000-1 Rating ------ Class To From ----- -- ---- C D CCC- D D CC NODA INVESTMENT: Case Summary & 16 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: NODA Investment Co., LLC P.O. Box 470373 Charlotte, NC 28247 Bankruptcy Case No.: 06-32129 Chapter 11 Petition Date: December 11, 2006 Court: Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: Richard M. Mitchell, Esq. Mitchell & Culp, PLLC 1001 Morehead Square Drive, Suite 330 Charlotte, NC 28203 Tel: (704) 333-0630 Fax: (704) 333-4975 Estimated Assets: Unknown Estimated Debts: $1 Million to $100 Million Debtor's 16 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Home Grown Industries of GA, Inc. $1,300,000 Accounts Receivable 150 Great Southwest Parkway Atlanta, GA 30336 AdvanceMe, Inc. Trade $500,000 600 Town Park Lane Kennesaw, GA 30144 Highland Creek Retail, LLC Rent $350,000 Childress Klein 301 South College Street Suite 2800 Charlotte, NC 28202 48 Comercia Bank-CA Loan $290,000 Mail Code 6512-SBA P.O. Box 650282 Dallas, TX 75265-0282 Internal Revenue Service Tax $805,185 Special Procedures 320 Federal Place, Room 335 Greensboro, NC 27401 Rewards Network, Inc. Trade $150,000 Kenilworth Commons (E&A), LLC Rent $150,000 1st Americard, Inc. Trade $61,000 Roma Food Enterprises Trade $60,500 Sysco Food Services Charlotte Trade $30,000 Susan Johnson Trade $25,000 Industrial Steel Fabrication LLC Trade $18,000 Waste Industries, LLC Trade $15,137 Rack Draft Services Trade $15,000 Charlotte's Finest Trade $13,500 Stallings Refrigeration Trade $13,000 NOLAND-DECOTO FLYING: Case Summary & 18 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Noland-Decoto Flying Service, Inc. P.O. Box 9816 Yakima, WA 98909 Tel: (509) 248-1370 Bankruptcy Case No.: 06-03138 Type of Business: The Debtor offers aircraft leasing and management services, aircraft mainenance, hangar rental, and flight training services. See http://www.nolanddecoto.com/ The Debtor filed for chapter 11 protection on July 28, 2005 (Bankr. E.D. Wash. Case No. 05- 06027). Chapter 11 Petition Date: December 7, 2006 Court: Eastern District of Washington (Spokane/Yakima) Judge: John A. Rossmeissl Debtor's Counsel: James P. Hurley, Esq. Hurley & Lara 411 North Second Street Yakima, WA 98901 Tel: (509) 248-4282 Fax: (509) 575-5661 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 18 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Air Petro $62,800 P.O. Box 2206 Lancaster, CA 93534 Bank of America $52,235 United Mortgage & Loan P.O. Box 471827 Charlotte, NC 28247 Air BP/Epic Aviation $39,878 1790 16th Street Southeast Salem, OR 97302 Revitalization Partners $34,647 Suzan Nettleship 2825 Eastlake Avenue East, Suite 300 Seattle, WA 98102 Western Aircraft Investments $12,060 P.O. Box 1172 Elko, NV 89603 YCCS $10,660 John Hopp $8,500 Velikanje Moore & Shore $8,474 Cascade Natural Gas $7,527 Evergreen Financial $7,527 Quincy Land Co. $7,400 Marquis Development $7,000 Bank of America $16,824 Premier Aircraft Engines, Inc. $6,900 Pacific Power and Light $6,148 Servpro of Yakima County $5,695 Kinsley Exhaust Systems $5,001 Qwest Dex $4,738 NORTEL NETWORKS: Subsidiary Amends $750-Mil. Master Facility Pact ----------------------------------------------------------------- Nortel Networks Corporation's principal operating subsidiary, Nortel Networks Limited, has amended its $750 million master facility agreement with Export Development Canada to extend the maturity date to Dec. 31, 2008. The Facility includes $300 million of committed support for performance bonds and similar instruments. As of Sept. 30, 2006, there was approximately $175 million of outstanding support utilized under the Facility, of which approximately $143 million was outstanding as committed support and $32 million as uncommitted support. A full text-copy of Amendment No. 2 to the Amended Master Facility Agreement between NNL and EDC may be viewed at no charge at http://ResearchArchives.com/t/s?1736 Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology solutions encompassing end-to-end broadband, Voice over IP, multimedia services and applications, and wireless broadband designed to help people solve the world's greatest challenges. Nortel does business in more than 150 countries. * * * As reported in the Troubled Company Reporter on Oct. 5, 2006, Moody's Investors Service upgraded its B3 Corporate Family Rating for Nortel Networks Corp. to B2. OJSC TRANSSIBERIAN: A.M. Best Says Financial Strength is Marginal ----------------------------------------------------------------- A.M. Best Co. has assigned a financial strength rating of C++ (Marginal) and an issuer credit rating of "b+" to OJSC Transsiberian Reinsurance Corporation (Russia). The outlook for both ratings is stable. The ratings reflect Transsib Re's position as a medium-sized company in the small but fast developing Russian reinsurance market and the company's excellent financial performance. The main offsetting factor is the insufficient level of financial strength to support continued business expansion according to A.M. Best's s risk-based capital model. Transsib Re is a medium-sized company in the context of the domestic Russian reinsurance market, with gross written premiums of around RUB 1.1 billion (USD 38 million) in 2005. With a historical net retention ratio of around 30%, A.M. Best believes that Transsib Re's potential for net premium growth during the next three years (at a rate of approximately 15% - 20% per annum - slightly faster than the domestic market) is likely to be constrained by significant capital pressures. Transsib Re's technical performance has historically been excellent, with combined ratios of around 90%. A.M. Best believes that despite these positive underwriting results and a comprehensive reinsurance programme, the net exposures in respect of natural catastrophes are material enough to impact significantly Transsib Re's capital position. A.M. Best Co., established in 1899, is the world's oldest and most authoritative insurance rating and information source. ORBITAL SCIENCES: Closes Sale on $125-Mil. Sr. Subordinated Notes ----------------------------------------------------------------- Orbital Sciences Corporation closed on the sale of $125 million aggregate principal amount of 2.4375% convertible senior subordinated notes due 2027. The company entered, on Dec. 7, 2006, into a purchase agreement with Wachovia Capital Markets LLC and Banc of America Securities LLC as the "Initial Purchasers," relating to the offering by the company of the 2.4375% Notes due 2027. The Purchase Agreement also granted the Initial Purchasers an option to purchase up to $18.75 million aggregate principal amount of the Notes to cover over-allotments. On Dec. 7, 2006, the Initial Purchasers exercised the option in full. The net proceeds from the offering, after deducting the Initial Purchasers' discount and estimated offering expenses, were approximately $141 million, of which, approximately $50 million will be used to repurchase shares of common stock of the company in a separate transaction. The remaining net proceeds, together with available cash, will be used to repurchase its 9% senior notes due 2011. The Notes were issued under an Indenture by and between the company and The Bank of New York, as trustee, dated as of Dec. 13, 2006. The Notes and the shares of Common Stock issuable in certain circumstances upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended and the Notes were sold to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. The Initial Purchasers then sold the Notes to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. Registration Rights Agreement In connection with the sale of the Notes, the Company entered into a registration rights agreement with the Initial Purchasers, under which, the company agreed to file a shelf registration statement providing for the resale by the holders of the Notes and the shares of common stock issuable upon conversion of the Notes within 120 days after the Closing and to cause the shelf registration statement to be declared effective within 180 days after the Closing. Amendment of Revolving Credit Facility Also in connection with the sale of the Notes, the Company entered into an amendment with Bank of America, N.A., to its existing $50 million revolving credit facility to permit the sale of the Notes by the Company. The amendment also increases the previously existing option of the company to increase the aggregate revolving loan commitment from a maximum amount of $75 million to $100 million, if one or more new or existing lenders agrees to provide the amount of the increase. A full text-copy of the Indenture may be viewed at no charge at http://ResearchArchives.com/t/s?171d A full text-copy of the Registration Rights Agreement may be viewed at no charge at http://ResearchArchives.com/t/s?171e A full text-copy of the Second Amendment to the Credit Agreement may be viewed at no charge at http://ResearchArchives.com/t/s?1720 Orbital Sciences Corporation (NYSE: ORB) -- http://www.orbital.com/-- develops and manufactures small space and rocket systems for commercial, military and civil government customers. The company's primary products are satellites and launch vehicles, including low-orbit, geosynchronous and planetary spacecraft for communications, remote sensing, scientific and defense missions; ground- and air-launched rockets that deliver satellites into orbit; and missile defense systems that are used as interceptor and target vehicles. Orbital also offers space-related technical services to government agencies and develops and builds satellite-based transportation management systems for public transit agencies and private vehicle fleet operators. * * * As reported in the Troubled Company Reporter on Dec. 12, 2006 Standard & Poor's Ratings Services assigned its 'B+' rating to the $143.8 million 2.4375% convertible subordinated notes due 2027 of Orbital Sciences Corp. As reported in the Troubled Company Reporter on Oct. 3, 2006 Moody's Investors Service, in connection with the implementation of its new Probability-of-Default and Loss-Given-Default rating methodology, confirmed its Ba2 Corporate Family Rating for Orbital Sciences Corporation and its Ba3 rating on the company's 9% Senior Notes due 2011. Moody's assigned those debentures an LGD4 rating suggesting noteholders will experience a 61% loss in case of default. PACKAGING SOLUTIONS: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Packaging Solutions of Aitkin, Inc. 1015 Pacific Street Northwest P.O. Box 110 Aitkin, MN 56431 Tel: (218) 232-5122 Bankruptcy Case No.: 06-50567 Type of Business: The Debtor manufactures wood pallets & skids. Chapter 11 Petition Date: December 5, 2006 Court: District of Minnesota (Duluth) Judge: Gregory F. Kishel Debtor's Counsel: Joseph V. Ferguson, Esq. Johnson Killen & Seiler P.A. 230 West Superior Street, Suite 800 Duluth, MN 55802 Tel: (218) 722-6331 Fax: (218) 722-3031 Debtor's financial condition as of July 30, 2006: Total Assets: $270,295 Total Debts: $1,901,465 Debtor's 14 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Christensen Forest Products $356,639 P.O. Box 382 Pine River, MN 56474 Biewer Lumber $6,313 400 Red Pine Court P.O. Box 230 Pentice, WI 54556 Sapphire Lumber Company $5,557 P.O. Box 1466 Hamilton, MT 59840 Nationwide Printing $4,395 American Express $3,734 Teknapack $3,720 Dick Norlander $3,472 Packaging, Inc. $3,313 Clow Stamping $2,732 U.S. Bank Visa $2,166 Westport Insurance $1,417 Acuity Insurance $1,210 UPAC Insurance $1,062 American Welding & Steel Supply $32 POLYMER GROUP: Completes Amendment of Senior Credit Facility ------------------------------------------------------------ Polymer Group, Inc., reported that it has successfully amended its senior credit facility. "We appreciate the continued support from our lending group and are pleased our amendment requests were approved as submitted" said Polymer Group's chief financial officer, Willis (Billy) Moore. "This amendment provides greater financial flexibility which allows PGI to focus on growing the business and executing our strategies to become the industry leader as we strive to de- leverage our balance sheet through the combination of debt repayment and earnings growth." The amendment to the senior facility, among other things, included certain changes to the definitions of Consolidated EBITDA used for calculating the Total Leverage Ratio and Interest Expense Coverage Ratios and provided for increased flexibility under each of the Total Leverage Ratio and Interest Expense Coverage Ratio covenants. The company was in full compliance with its credit agreement at the end of the third quarter ended Sept. 30, 2006 and expects to remain in compliance for the foreseeable future. Polymer Group, Inc., -- http://www.polymergroupinc.com/-- (OTC Bulletin Board: POLGA/POLGB) develops, manufactures and markets engineered materials. The company operates 22 manufacturing facilities in 10 countries throughout the world. The company has manufacturing offices in Argentina, China and France, among others. * * * As reported in the Troubled Company Reporter on Nov. 24, 2006, Standard & Poor's Ratings Services revised its outlook on Polymer Group Inc. to negative from stable. All ratings, including the 'BB-' corporate credit rating, were affirmed. The outlook revision follows several quarters of weaker-than- expected performance and somewhat higher-than-expected debt primarily due to raw material cost escalation and some product mix shifts. Also contributing to the disappointing results were several one-time items such as costs related to technical problems associated with new equipment, an acquisition that was not consummated, the closing of manufacturing capacity, and moving the company's headquarters. PREMIUM PAPERS: Court Approves Disclosure Statement --------------------------------------------------- The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware approved Premium Papers Holdco, LLC, and its debtor-affiliates' First Amended Disclosure Statement explaining their First Amended Joint Plan of Reorganization on Nov. 22, 2006. Judge Sontchi determined that the Disclosure Statement contains adequate information -- the right amount of the right kind -- for creditors to make informed decisions when the Debtors asks them to vote to accept the Plan. General Concept of the Plan As reported in the Troubled Company Reporter on Nov. 6, 2006, the Court had approved the sale of substantially all assets related to PF Papers, LLC's business operations in Park Falls, Wisconsin, to a third party buyer. The sale has closed and the Debtors are now seeking to administer the remaining assets in the PF Papers and Smart Papers, LLC, Estates. The Plan provides for the transfer of these remaining assets, on the effective date of the Plan. Under the Plan, 92.5% of the initially issued and outstanding shares of capital stock in Newco will be issued to Plainfield Special Situations Master Fund Ltd. in satisfaction of $5,000,000 of the Plainfield Secured Claim, and the remaining 7.5% of the initially issued and outstanding shares of capital stock in Newco will be issued to the Creditor Trust. The Plan also provides that the Creditor Trust Assets, which include: -- $200,000; -- the Creditor Trust Shares; -- the Excluded Causes of Action; -- the Reorganized Debtors Membership Interests; and -- other excluded actions, will be transferred to the Creditor Trust on the effective date for the benefit of the holders of Allowed Claims in consolidated Class 5. The remaining shares will be used to pay unsecured creditors, and another $1.6 million will be paid to former owner International Paper. Pursuant to the Plan, holders of allowed administrative claims, ad valorem tax claims and priority claims will be paid in full. In addition, holders of other secured claims will either be: a) paid in full; b) received title to the holders' collateral; or c) paid under the terms of an agreement. A full-text copy of the Debtors' Disclosure Statement is available for a fee at: http://www.researcharchives.com/bin/download?id=061219204100 Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC -- http://www.smartpapers.com/-- is an independent manufacturer and marketer of a wide variety of premium coated and uncoated printing papers, such as Kromekote, Knightkote, and Carnival. The company and its debtor-affiliates, SMART Papers LLC and PF Papers LLC, filed for chapter 11 protection on March 21, 2006 (Bankr. D. Del. Case No. 06-10269). Ian S. Fredericks, Esq., at Young, Conaway, Stargatt & Taylor, LLP, represents the Debtors. Mary E. Seymour, Esq., at Lowenstein Sandler PC, represents the Official Committee of Unsecured Creditors. Traxi LLC serves as the Debtors' financial advisor. When the Debtors filed for protection from their creditors, they listed unknown estimated assets and $10 million to $50 million estimated debts. PRIMARY INSURANCE: A.M. Best Downgrades Rating and Revises Status ----------------------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to B (Fair) from B++ (Very Good) and the issuer credit rating to "bb+" from "bbb" of Primary Insurance Company Limited (Ireland). The under review status of the ratings applied in June 2006 has been revised to developing from negative. The downgrade reflects weakening in PICL's risk adjusted capitalisation due to deterioration in its financial performance caused partly by reserve strengthening in its commercial small to medium-sized account in 2006. Performance has also been affected by higher than anticipated reinsurance costs, further softening in PICL's main lines of business and high expenses caused by a reduction in the level of business written. Whilst the reduction in business written will benefit PICL's risk adjusted capitalization, the company is dependent on financial support from its ultimate parent, Primary Group Limited (Bermuda). The ratings remain under review while A.M. Best assesses the impact of management actions PGL proposes to take to strengthen risk-adjusted capitalisation. If PGL provides additional explicit support, then PICL may be able to recover a secure rating. However, in the absence of any action from PGL, a further downgrade is likely. A.M. Best Co., established in 1899, is the world's oldest and most authoritative insurance rating and information source. RAAC SERIES: Moody's Places Class M-6 Certificates' Rating at Ba1 ----------------------------------------------------------------- Moody's Investors Service assigned an Aaa rating to the senior certificates issued by RAAC Series 2006-SP4 Trust and ratings ranging from Aa2 to Ba1 to the mezzanine certificates in the deal. The securitization is backed by fixed-rate and adjustable-rate newly originated and seasoned loans acquired by Residential Asset Mortgage Products, Inc., an affiliate of Residential Funding Corporation. The ratings are based primarily on the credit quality of the loans, and on the protection from subordination, excess spread, overcollateralization, and a yield maintenance agreement. Moody's expects collateral losses to range from 3.35% to 3.85%. Primary servicing will be provided by Homecomings Financial, LLC, GMAC Mortgage, LLC, and Litton Loan Servicing LLP. Residential Funding Company, LLC will act as master servicer. Moody's has assigned Homecomings its top servicer quality rating of SQ1 as a primary servicer of prime loans and a servicer quality rating of SQ2+ as a primary servicer of subprime loans. Furthermore, Moody's has assigned Litton Loan Servicing LLP its top servicer quality rating of SQ1 as primary servicer of subprime loans and GMAC-RFC its top servicer quality rating of SQ1 as a master servicer respectively. These are the rating actions: * RAAC Series 2006-SP4 Trust * Mortgage Asset-Backed Pass-Through Certificates, Series 2006-SP4 Class A-1, Assigned Aaa Class A-2, Assigned Aaa Class A-3, Assigned Aaa Class M-1, Assigned Aa2 Class M-2, Assigned A2 Class M-3, Assigned Baa1 Class M-4, Assigned Baa2 Class M-5, Assigned Baa3 Class M-6, Assigned Ba1 REALOGY CORP: Inks $9-Bil. Purchase Pact With Apollo Management --------------------------------------------------------------- Realogy Corporation has entered into a definitive agreement to be acquired by an affiliate of Apollo Management L.P. in a transaction valued at approximately $9 billion, including the assumption or repayment of approximately $1.6 billion of net indebtedness and legacy contingent and other liabilities of approximately $750 million. Under the terms of the agreement, Realogy stockholders would receive $30.00 per share in cash at closing, representing a premium of 18% over Friday's market closing price of $25.50 and a premium of 26% over Realogy's average closing share price since its spin-off from Cendant Corporation on August 1, 2006. In addition, the total transaction value represents a multiple of approximately 11x the mid-point of the company's previously released 2006 EBITDA guidance before restructuring and spin-off- related costs, and approximately 12x the consensus Wall Street estimate of 2007 Company EBITDA. On the unanimous recommendation of a special committee of the Board of Directors comprised entirely of independent and disinterested directors, the Board of Directors of Realogy approved the agreement and recommended that Realogy's stockholders adopt the agreement. "After careful consideration, our board of directors has concluded that this transaction is in the best interests of Realogy and our stockholders," chairman and chief executive officer Henry R. Silverman said. "It will enable stockholders to realize the value of Realogy's fundamentally strong businesses. At the same time, the valuation takes into account the substantial pressures and uncertainties facing the residential real estate markets that may well continue for some time. Realogy will benefit from ownership by an investor committed to building further on the solid foundation provided by the Company's leading market positions and to developing long-term opportunities for growth." Commenting on the transaction, Marc Becker, partner at Apollo, said, "Realogy's powerful real estate brands and their long heritage of leadership in the industry serve as a strong platform for future growth and we are pleased to again have it as part of our investment portfolio. We are committed to working with Realogy's talented senior management team and dedicated employees to invest in the business and position it for long-term growth and success." "We are excited about the opportunity to grow our company in partnership with Apollo," Realogy vice chairman and president Richard A. Smith said. "Apollo's interest in our company is a clear recognition of the attractiveness of Realogy, our businesses and the success we have achieved. Apollo has a strong track record of growing businesses. Under its ownership, Realogy's strong and highly competitive franchising, brokerage, relocation and title services businesses will be able to continue moving forward, executing our current business plans and developing new opportunities for growth." Pursuant to existing contractual arrangements, it is expected that Mr. Silverman will continue to serve as chairman and CEO until the expiration of his current employment agreement on Dec. 31, 2007, at which time it is expected that he will be succeeded as CEO by Mr. Smith. Mr. Silverman and the company have agreed that he will not be an equity participant with Apollo in the acquisition, and will receive the same per share consideration for his shares and in- the-money options as other stockholders and option holders under the merger agreement. As with all other option holders, all of Mr. Silverman's out-of- the-money options will be cancelled. No discussions have been held with other members of senior management regarding management participation in the transaction, but it is anticipated that the senior management team will remain with the company following the transaction's closing. There is no financing condition to the obligations of Apollo to consummate the transaction, and Apollo has already secured commitments from JPMorgan, Credit Suisse, and Bear Stearns to provide the debt financing for this cash transaction. In addition, Apollo has committed to provide $2 billion of equity to complete the transaction. The agreement is subject to the affirmative vote of the holders of a majority of the outstanding shares of Realogy, antitrust and insurance approvals, and other customary closing conditions. Realogy and Apollo currently anticipate consummating the transaction in the spring of 2007. Upon the closing of the transaction, shares of Realogy common stock would no longer be listed on the New York Stock Exchange. Under the terms of the agreement, Realogy may solicit alternative proposals from third parties until Feb. 14, 2007, and intends to consider any such proposals through its special committee and with the assistance of its independent advisors. In addition, Realogy may, at any time, subject to the terms of the merger agreement, respond to unsolicited proposals. If the company accepts a superior proposal, a break-up fee would be payable by the company to Apollo. Realogy advises that there can be no assurance that the solicitation of superior proposals will result in an alternative transaction. Substantially all of the company's Floating Rate Senior Notes due 2009, 6.150% Senior Notes due 2011 and 6.500% Senior Notes due 2016 will be either assumed or repaid. The transaction, however, does not require the consent of any bondholders. In the event that Realogy's credit rating falls below investment grade and a change of control has occurred, the company would be required to offer to repurchase these Notes at 100% of face value following the closing. Realogy has received a written legal opinion that the transaction with Apollo will not impact the tax-free nature of the company's spin-off from Cendant Corporation. Realogy became a publicly traded real estate services company listed on the NYSE and a member of the S&P 500 on Aug. 1, 2006, after completing its spin- off from Cendant Corporation. Previously, Realogy's business units and brands operated as part of the Cendant Real Estate Services Division. In connection with the transaction, Evercore Partners served as financial advisor to Realogy; and Skadden, Arps, Slate, Meagher & Flom served as its legal counsel. JPMorgan and Credit Suisse served as financial advisors to Apollo; and Wachtell, Lipton, Rosen & Katz served as its legal counsel. JPMorgan, Credit Suisse and Bear Stearns are providing Apollo with debt financing. A full-text copy of the companies agreement and plan of merger is available for free at http://ResearchArchives.com/t/s?174f About Apollo Management L.P. Apollo, founded in 1990, is a recognized leader in private equity, debt and capital markets investing. Since its inception, Apollo has successfully invested over $16 billion in companies representing a wide variety of industries, both in the U.S. and internationally. Apollo is currently investing its sixth private equity fund, Apollo Investment Fund VI, L.P., which along with related co-investment entities, represents approximately $12 billion of committed capital. About Realogy Corp. Headquartered in Parsippany, N.J., Realogy Corporation (NYSE: H)-- http://www.realogy.com/-- is real estate franchisor and a member of the S&P 500. The company has a diversified business model that also includes real estate brokerage, relocation, and title services. Realogy's world-renowned brands and business units include CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), ERA(R), Sotheby's International Realty(R), NRT Incorporated, Cartus, and Title Resource Group. Realogy has more than 15,000 employees worldwide. * * * Standard & Poor's downgraded Realogy Corp.'s long-term foreign and local issuer credit ratings to BB+. REALOGY CORP: Earns $87 Million in Third Quarter of 2006 -------------------------------------------------------- Realogy Corporation has reported results for third quarter 2006, which were at the high-end of the range of expectations. Specifically, third quarter revenue was $1.73 billion. The company incurred $277 million in EBITDA before separation, restructuring, and legacy costs of Realogy's former parent, Cendant Corp. The majority of the aggregate separation, restructuring and legacy costs are non-cash. After deducting all those costs, net income was $87 million. Realogy's third quarter 2006 operating results declined year-over- year, as expected, primarily as a result of the industry-wide slowdown in U.S. existing home sales, which began in 2005. "During the third quarter, year-over-year home sale sides declined by 22% at Realogy Franchise Group and by 23% at NRT Inc., the company's owned brokerage unit," Richard A. Smith, Realogy's vice chairman and president, commented. "The larger decline at NRT reflects its concentration in the major coastal markets such as California and Florida, where recent home sale declines have been more pronounced than the national average, partially offset by brokerage acquisitions. "The decline in sides was marginally offset by slightly higher year-over-year home prices at NRT. We continue to expect full year 2006 home sale sides to be down 15% to 20% at RFG and 13% to 16% at NRT. "During the current down cycle in the residential real estate market, we are continuing to strengthen our position as the world's largest real estate franchisor and a leading provider of real estate services. "For example, we continue to grow our franchise network and rationalize our fixed cost base so that we are a stronger company when growth resumes." With respect to the long-term outlook for the business, Mr. Smith stated: "We remain bullish on the secular growth of the U.S. residential real estate market, which is being driven by compelling demographic and economic trends. "Once we cycle through the current period of moderation, we expect to return to long-term, double-digit earnings growth driven by increasing home sales and price coupled with incremental growth from company-specific initiatives such as new franchise sales, brokerage acquisitions and increased cross-selling." Strategic, Operational and Financial Accomplishments Over the past several months, the company made considerable progress towards its strategic, operational, and financial goals: -- Completed the spin-off from its former parent Cendant Corporation. On Aug. 1, 2006, Realogy's stock began trading "regular-way" on the New York Stock Exchange under ticker symbol "H," representing "homes," and also became a member of the S&P 500 index. -- In late August, authorized a stock repurchase program for up to 48 million shares (or approximately 19% of the company's shares then outstanding), which is being funded principally from the $1.4 billion of proceeds Realogy received from Cendant's sale of Travelport. Pursuant to this program, the company repurchased 37 million shares of its common stock at $23 per share, for an aggregate of $851 million, through a modified "Dutch Auction" tender offer, reducing its outstanding shares to approximately 215 million. The company intends to repurchase the remaining 11 million shares under the share repurchase program through open market purchases. -- Completed the sale of $1.2 billion aggregate principal amount of senior notes in an unregistered offering, which was increased in size from $800 million. The maturities of the notes range from 3 years to 10 years and the proceeds from the offering, together with cash on hand, were used to repay the $1.225 billion principal amount that was outstanding under the company's interim term loan facility. -- Maintained approximately the same commission rate per transaction side at NRT for the fifth consecutive quarter, primarily as a result of the "Getting What You're Worth" campaign, which NRT implemented with its sales associate population in late 2005. 2006 Outlook The Company reiterated its full year 2006 guidance, which was originally issued on Aug. 23, 2006. Specifically, full-year 2006 revenue is expected to range from $6.4 billion to $6.7 billion; EBITDA before separation, restructuring and legacy costs is expected to range from $800 million to $900 million; and net income, after deducting all such costs, is expected to range from $250 million to $340 million. Balance Sheet At Sept. 30, 2006, the company's balance sheet showed $7.483 billion in total assets, $4.268 billion in total liabilities, and $3.215 billion in total stockholders' deficit. The company's Sept. 30 balance sheet showed strained liquidity with $2.935 billion in total current assets available to pay $3.532 billion in total liabilities. Full-text copies of the company's third quarter financials are available for free at http://ResearchArchives.com/t/s?1750 About Realogy Corp. Headquartered in Parsippany, N.J., Realogy Corporation (NYSE: H)-- http://www.realogy.com/-- is real estate franchisor and a member of the S&P 500. The company has a diversified business model that also includes real estate brokerage, relocation, and title services. Realogy's world-renowned brands and business units include CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), ERA(R), Sotheby's International Realty(R), NRT Incorporated, Cartus, and Title Resource Group. Realogy has more than 15,000 employees worldwide. * * * Standard & Poors downgraded Realogy Corp.'s long-term foreign and local issuer credit ratings to BB+. REICHMANN PETROLEUM: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Reichmann Petroleum Corp. fka Richman Petroleum Corp. 1048 Texan Trail Grapevine, TX 76051 Bankruptcy Case No.: 06-60843 Chapter 11 Petition Date: December 8, 2006 Court: Eastern District of Texas (Tyler) Judge: Bill Parker Debtor's Counsel: Patrick J. Neligan, Jr., Esq. Neligan, Andrews & Foley, LLP 1700 Pacific Avenue, Suite 2600 Dallas, TX 75201-4693 Tel: (214) 840-5300 Fax: (214) 840-5301 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. RIM SEMICONDUCTOR: Holders Convert $4.7 Mil of Debt to Stock ------------------------------------------------------------ Holders of Rim Semiconductor's 7% Senior Secured Convertible Debentures issued in March 2006 have converted $4,723,000 principal amount of the debentures into the company's common stock, as of Dec. 12, 2006. As a result of 78.7% conversion, the security interest related to the debentures terminated. Approximately 21.3% or $1,277,000 principal amount of the Debentures remained outstanding as of Dec. 12, 2006. The company raised gross proceeds of $6 million from the private placement to institutional and individual investors of the Debentures on March 6, 2006. To secure its obligations under the debentures, the company granted a security interest in substantially all of its assets, including its intellectual property, in favor of the investors. The security interest terminated on Dec. 8, 2006, the date on which less than one-quarter of the original principal amount of the Debentures issued on the closing date are outstanding. Headquartered in Portland, Oregon, Rim Semiconductor Company fka New Visual Corporation -- http://www.rimsemi.com/-- is an emerging fabless communications semiconductor company. It has made available an advanced technology that allows data to be transmitted at greater speed and across extended distances over existing copper wire. Going Concern Doubt As reported in the Troubled Company Reporter on Feb. 2, 2006, Marcum & Kliegman LLP expressed substantial doubt about Rim Semiconductor's ability to continue as a going concern after it audited the Company's financial statements for the fiscal years ended Oct. 31, 2005, and 2004. The auditing firm pointed to the Company's $3,145,391 working capital deficiency at Oct. 31, 2005. The Company's October 31 balance sheet showed strained liquidity with $407,512 in current assets available to pay $3,552,903 of current liabilities coming due within the next 12 months. RIVIERA TOOL: Posts $1.6 Million in Fiscal Year Ended Aug. 31 -------------------------------------------------------------- Riviera Tool Company reported a $1.6 million net loss on sales of $24 million for the year ended Aug. 31, 2006, compared with a $2.5 million net loss on $19.3 million of sales for the prior year. The $863,000 decrease in net loss is primarily due to the $411,592 increase in gross profit mainly resulting from the increase in sales, and the $364,955 decrease in selling and administrative, partially offset by the $269,765 increase in interest expenses. Moreover, the company incurred $345,198 in subordinated debt financing costs in fiscal 2005, absent in 2006. Total revenue increased from approximately $19.3 million in 2005 to $24 million in fiscal 2006, an increase of 24%. This was a result of the company experiencing a strong contract backlog of $13.7 million as of Aug. 31, 2005, which resulted in an increase of 19% in shop floor hours and increased revenues in fiscal 2006. Selling and administrative expense for fiscal 2006 decreased to $2.4 million or 10% of sales, from $2.8 million or 15% of sales in fiscal 2005. This decrease was largely a result of the company incurring $700,000 in legal and professional fees during fiscal 2005 as a result of the company's former primary lender, Comerica Bank, requiring the company to retain the services of a consulting company and reimburse the lender's legal counsel during fiscal 2005. Interest expense increased from $1.6 million for fiscal 2005 to $1.9 million for fiscal 2006, primarily due to the increase in total weighted average long-term debt being higher in fiscal 2006 as compared to fiscal 2005. At Aug. 31, 2006, the company's balance sheet showed $21.2 million in total assets, $17.2 million in total liabilities, and $4 million in total stockholders' equity. Additionally, retained deficit rose to $14.8 million at Aug. 31, 2006. Full-text copies of the company's consolidated financial statements are available for free at: http://researcharchives.com/t/s?1748 Going Concern Doubt BDO Seidman LLP expressed substantial doubt about Riviera Tool Company's ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Aug. 31, 2006. The auditing firm pointed to the company's recurring losses from operations and retained deficit. About Riviera Tool Riviera Tool Company(ASE: RTC) -- http://www.rivieratool.com/-- designs and manufactures die systems for the production of underbody panels, inter-structural panels, outer body panels, and bumper systems. A majority of the company's sales are to DaimlerChrysler, General Motors Corporation, Mercedes-Benz, BMW and their tier one suppliers of sheet metal stamped parts and assemblies. RUSS' CAR WASH: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Russ's Car Wash, Inc. aka Jimmy's Vintage Wash & Lube aka Russ's Quick Lube 1304 West 2nd Street Grand Island, NE 68801 Bankruptcy Case No.: 06-41676 Type of Business: Chapter 11 Petition Date: December 4, 2006 Court: District of Nebraska (Lincoln) Debtor's Counsel: Galen E. Stehlik, Esq. Lauritsen, Brownell, Brostrom, Stehlik 724 West Koenig P.O. Box 400 Grand Island, NE 68802 Tel: (308) 382-8010 Fax: (308) 382-8018 Estimated Assets: $10,000 to $100,000 Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. SANMINA-SCI: Delays Annual Report Filing for Year Ended Sept. 30 ---------------------------------------------------------------- Sanmina-SCI Corporation has notified the Securities and Exchange Commission under Rule 12b-25 that it will be unable to file its annual report on Form 10-K for the fiscal year ended Sept. 30, 2006 on a timely basis. The company says that it is completing its preparation of, and its outside independent accounting firm is in the process of, auditing its Form 10-K. The company intends to file its Form 10-K within the 15-day extension period afforded by SEC Rule 12b-25 under the Securities Exchange Act of 1934, as amended. In Oct. 12, 2006, the company disclosed that a restatement of its historical financial results would be necessary in order to record additional stock-based compensation expenses. The company filed on Dec. 13, 2006, its Form 10-Q for the period ended July 1, 2006. The financial statements, and related footnotes and disclosures have been adjusted to reflect the results of the investigation. Headquartered in San Jose, California, Sanmina-SCI Corporation (Nasdaq: SANM) -- http://www.sanmina-sci.com/-- is an electronics contract manufacturing services companies providing a full spectrum of integrated, value added solutions. * * * As reported in the Troubled Company Reporter on Oct. 18, 2006 Moody's assigned a Ba2 rating to Sanmina-SCI Corporation's proposed $600 million unsecured term loan facility due 2008. Sanmina's corporate family rating of Ba2 and all of its other outstanding ratings will remain under review for possible downgrade. Likewise, the new Ba2 rating on the proposed term loan facility will also be placed under review for possible downgrade. Moody's notes that Sanmina's debt ratings were placed under review for possible downgrade on Aug. 14, 2006 following Sanmina's announcement of the on-going investigation into its stock option administration practices and its confirmation that it would not be able to file with the SEC its 10-Q for the quarter ended July 1, 2006 by the required deadline. The ratings for the new facility reflects both the overall probability of default of the company, to which Moody's assigned a PDR of Ba2, and a loss given default of LGD 3. As reported in the Troubled Company Reporter on Oct. 18, 2006 Fitch Ratings downgraded Sanmina-SCI Corporation's Senior subordinated debt to 'B/RR5' from 'B+/RR4' and assigned a 'BB+/RR1' on its $600 million term loan expiring January 2008. SOLUTIA INC: Taking Full Ownership of Flexsys from Akzo Nobel ------------------------------------------------------------- Solutia Inc. has reached an agreement in principle to purchase Akzo Nobel N.V.'s stake in Flexsys as well as Akzo Nobel's Crystex, a "non-blooming vulcanizing agents for unsaturated elastomers" business in Japan. The proposed transaction is subject to completion of the definitive purchase agreement, approval by the U.S. Bankruptcy Court for the Southern District of New York, receipt of required regulatory approvals and the fulfillment of other customary closing conditions. Solutia expects to fund the purchase through a combination of sources, including a portion of its new debtor-in-possession financing package. About Flexsys Headquartered in Brussels, Belgium, Flexsys -- http://www.flexsys.com-- is a 50%/50% rubber chemicals joint venture between Akzo Nobel and Solutia, and is a supplier of chemicals to the rubber industry. Flexsys' products are manufactured at 15 facilities worldwide: eight in Europe, three in North America, two in South America and two in Asia. Flexsys also operates three technology centers, as well as more than 40 sales offices worldwide. About Akzo Nobel Netherlands-based Akzo Nobel N.V., is a multicultural organization serving customers throughout the world with human and animal healthcare products, coatings, and chemicals. Akzo Nobel employs around 61,500 people and conduct activities in four segments - human and animal health, coatings and chemicals - subdivided into 13 business units, with operating subsidiaries in more than 80 countries. About Solutia Inc. Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ) -- http://www.solutia.com/-- with its subsidiaries, make and sell a variety of high-performance chemical-based materials used in a broad range of consumer and industrial applications. The Company filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., at Kirkland & Ellis. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. SORELL INC: Sept. 30 Balance Sheet Upside-Down By $11.8 Million --------------------------------------------------------------- At Sept. 30, 2006, Sorell Inc.'s balance sheet showed $14 million in total assets and $25.8 million in total liabilities, resulting in an $11.8 million stockholders' deficit. The company's balance sheet at Sept. 30, 2006, also showed strained liquidity with $6.4 million in total current assets available to pay $21 million in total current liabilities. Sorell reported a $2.5 million net loss on $3.9 million of total revenues for the quarter ended Sept. 30, 2006, compared with a $2.1 million net loss on $8.2 million of total revenues for the same period in 2005. The increase in net loss is primarily due to the decrease in total revenues, particularly manufacturing revenues, which decreased to $3 million from $7.5 million in 2005. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2006, are available for free at http://researcharchives.com/t/s?174b Recent Developments In view of the inability of the company to secure additional financing needed to cover negative cash flows, the company has discontinued the Korean local manufacturing service as of the end of September 2006 and now, S-Cam Co, Ltd., the company's operating subsidiary, which is the Korean local manufacturing site, has entered into a liquidation process under Korean Law. Going Concern Doubt As reported in the Troubled Company Reporter on May 16, 2006, SF Partnership, LLP, Chartered Accountants, in Toronto, Canada, raised substantial doubt about Sorell Inc., fka NetMeasure Technology Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2005, and 2004. The auditor pointed to the company's recurring losses. About Sorell Inc. Sorell Inc., fka NetMeasure Technology Inc., (OTCBB: SLII) develops, manufactures, sells consumer electronics, which includes mobile phones, MP3 players, MP3 CD players, portable media players, mobile cameras and other devices. S-Cam Co., Ltd., based in Korea, is an operating subsidiary of Sorell and a divestiture from Samsung Electronics. STELLAR TECH: Donald Innis Resigns as President ----------------------------------------------- Stellar Technologies Inc., nka GeM Solutions Inc., accepted on Dec 13, 2006, the resignation of Donald R. Innis as president. Mr. Innis' resignation is effective Nov. 30, 2006. In connection with his resignation, the company entered into a letter agreement with Mr. Innis, which provides for: (i) a severance payment equal to Mr. Innis' base salary for the month of December 2006 together with payment for all accrued and unused vacation time; (ii) payment of health insurance coverage for Mr. Innis and his dependants through Feb. 28, 2007; (iii) the issuance of a fully vested option to purchase 250,000 shares of common stock at an exercise price of $0.25 per share which terminates two years from the date of grant; and (iv) immediate vesting of all options previously issued to Mr. Innis which will be exercisable for a period of two years. In consideration of the agreement, Mr. Innis released all claims that he has or may have against the company and any of its subsidiaries and affiliates, and will remain available to assist the company in concluding any pending business matters during December 2006. Issuance of Options to Executive Officers The company issued on Dec. 8, 2006, options to Mark Sampson, chief executive officer, John E. Baker, chief financial officer, Rusty Wright, senior vice president of sales, and Brian Ellis, vice president of marketing and corporate communications to purchase 4,000,000, 350,000, 350,000, and 500,000 shares of common stock, respectively. The options have an exercise price of $0.25 per share, vest in three equal installments over an eighteen-month period from the date of grant, and terminate ten years from the date of grant. The options issued to Mr. Baker were issued under the company's 2005 Stock Incentive Plan. On Dec. 8, 2006, the company further issued options under its 2005 Stock Incentive Plan to certain employees to purchase an aggregate of 1,040,000 shares of common stock. The options have an exercise price of $0.25 per share, vest in three equal installments over an eighteen-month period from the date of grant, and terminate ten years from the date of grant. About Stellar Technologies Stellar Technologies Inc. nka GeM Solutions Inc. provides employee internet management products that enable businesses, government agencies, schools and other organizations to monitor, analyze and evaluate reports about employee computer use, including Internet access and instant messaging. The company's products consist of Stellar IM Web Based Edition, Stellar IM Enterprise Edition, Stellar Internet GEM, and E-mail Shuttle. Going Concern Doubt As reported in the Troubled Company Reporter on Oct. 17, 2006, Malone & Bailey, PC, in Houston, Tex., raised substantial doubt about Stellar's ability to continue as a going concern after auditing the Company's consolidated financial statements for the year ended June 30, 2006, and 2005. The auditing firm pointed to the Company's recurring losses from operations and negative working capital. STRIKEFORCE TECH: Posts $1.1 Million in Quarter Ended Sept. 30 -------------------------------------------------------------- Strikeforce Technologies Inc. reported a $1.1 million net loss on $99,155 of revenues for the quarter ended Sept. 30, 2006, compared with a $1.6 million net loss on $14,620 of revenues for the same period in 2005. The decrease in net loss was primarily due to a decrease in salaries, benefits and overhead costs for executive and administrative personnel, fees for professional services, promotion and marketing expenses and net mark to market changes in the fair value of derivative instruments relating to the convertible promissory notes. The increase in revenues was primarily due to the implementation of several new projects and the signing up of several new clients onto the company's platform and the activity generated by the new clients. At Sept. 30, 2006, the company's balance sheet showed $2.5 million in total assets and $6.3 million in total liabilities, resulting in a $3.8 million total stockholders' deficit. The company's balance sheet at Sept. 30, 2006, also showed strained liquidity with $696,598 in total current assets available to pay $3 million in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2006, are available for free at http://researcharchives.com/t/s?1752 Going Concern Doubt As reported in the Troubled Company Reporter on June 15, 2006, Massella & Associates, CPA, PLLC, in Syosset, New York, raised substantial doubt about StrikeForce Technologies' ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2005. The auditor pointed to the company's recurring losses from operations, deminimus revenues and working capital deficiency. * * * Strikeforce Technologies Inc. (OTCBB: SKFT) -- http://www.sftnj.com/-- provides total identity assurance solutions to both industry and government. The foundation of the StrikeForce product suite is ProtectID(TM) -- a "hack proof" authentication solution that utilizes two separate pathways to protect a person's identification - one that communicates to the server via a traditional route, and another that travels 'Out-of-Band' by using a telephone or a cell phone. STRUCTURED ASSET: Moody's Rates Class B Certificates at Ba1 ----------------------------------------------------------- Moody's Investors Service assigned an Aaa rating to the senior certificates issued by Structured Asset Securities Corporation Mortgage Loan Trust 2006-BC4 and a ratings ranging from Aa1 to Ba1 to the subordinate certificates in the deal. The securitization is backed by BNC Mortgage, Inc, Countrywide Home Loans, Inc., and Lehman Brothers Bank, FSB originated, adjustable-rate and fixed-rate, subprime mortgage loans acquired by Lehman Brothers Holdings Inc. The ratings are based primarily on the credit quality of the loans and on protection against credit losses by lender paid primary mortgage insurance provided by Mortgage Guaranty Insurance Corporation and PMI Mortgage Insurance Co. The ratings also benefit from subordination, excess spread, and overcollateralization. The ratings also benefit from both the interest-rate swap agreement and interest-rate cap agreements, both provided by IXIS Financial Products Inc. After taking into consideration the coverage of the primary mortgage insurance, Moody's expects collateral losses to range from 4% to 4.5%. Option One Mortgage Corporation, Countrywide Home Loans Servicing LP, Aurora Loan Services LLC and JPMorgan Chase Bank, National Association will service the mortgage loans and Wells Fargo Bank, N.A. will act as master servicer to the mortgage loans. Moody's has individually assigned both Option One and JPMorgan its servicer quality rating of SQ1, both as servicers of subprime mortgage loans. Moody's has assigned Wells Fargo its servicer quality rating of SQ1 as a master servicer of mortgage loans. These are the rating actions: -- Structured Asset Securities Corporation Mortgage Loan Trust 2006-BC4 -- Mortgage Pass-Through Certificates, Series 2006-BC4 Class A1, Assigned Aaa Class A2, Assigned Aaa Class A3, Assigned Aaa Class A4, Assigned Aaa Class A5, Assigned Aaa Class M1, Assigned Aa1 Class M2, Assigned Aa2 Class M3, Assigned Aa3 Class M4, Assigned A1 Class M5, Assigned A2 Class M6, Assigned A3 Class M7, Assigned Baa1 Class M8, Assigned Baa2 Class M9, Assigned Baa3 Class B, Assigned Ba1 STRUCTURED ASSET: S&P Takes Action on Various Bond Ratings ---------------------------------------------------------- Standard & Poor's Ratings Services raised its rating on class M4 from Structured Asset Securities Corp.'s series 2003-S1 to 'A' from 'BBB-'. In addition, the ratings on class B2 from SASCO's series 2004-S4 and class B-3 from SASCO Mortgage Loan Trust 2005-S5 remain on CreditWatch negative, where they were placed Oct. 24, 2006. Finally, the ratings on 609 other classes from 43 SASCO transactions were affirmed. The raised rating reflects an increase in the actual and projected credit support percentages for the class. The higher credit support percentages are the result of the shifting interest structure of the transaction and the significant paydown of the collateral pool. As of the November 2006 remittance period, SASCO series 2003-S1 had an average outstanding pool balance of approximately 6.57%. Currently, class M4 has projected credit support of $15,672,433 against a current pool balance of $16.864 million. The transaction is barely passing its loss trigger each month and is currently failing its delinquency trigger. Consequently, it is not releasing overcollateralization and will continue to pay down sequentially. Current credit support is much higher than it was at issuance, thereby warranting the upgrade. The CreditWatch placements reflect pool performance that has eroded credit support for the two affected classes. During the past six months, monthly realized losses for these two transactions have outpaced monthly excess interest. During this period, monthly losses have averaged approximately $1,568,004 for series 2004-S4 and $1,841,149 for series 2005-S5, and the classes supporting the classes with ratings on CreditWatch have already defaulted. This performance trend has caused overcollateralization to drop below its target for both series. Overcollateralization is 0.01% for series 2004-S4 and 0.12% for series 2005-S5, compared with targets of at least 2% of each deal's original pool balance. Standard & Poor's will continue to closely monitor the performance of the transactions with ratings on CreditWatch negative. If losses decline to a point at which they no longer outpace monthly excess interest, and the level of credit support has not been further eroded, Standard & Poor's will affirm the ratings and remove them from CreditWatch. Conversely, if losses continue to outpace excess interest, Standard & Poor's will take further negative rating actions. The affirmations are based on current credit enhancement percentages that are sufficient to support the certificates at their current rating levels. The mortgage pools backing the certificates with affirmed ratings experienced realized losses ranging between 0.00% and 3.82%. Credit support for the transactions is provided by subordination, excess interest and overcollateralization. The underlying collateral backing the certificates consists primarily of fixed- rate, first-lien mortgage loans secured by one- to four-family residential properties. However, some re-REMIC and second-lien transactions were also included in this review. Rating Raised Structured Asset Securities Corp. Rating ------ Series Class To From ------ ----- -- ---- 2003-S1 M4 A BBB- Ratings Remain On Creditwatch Negative Structured Asset Securities Corp. Series Class Rating ------ ----- ------ 2004-S4 B2 BB+/Watch Neg Structured Asset Securities Corp. Mortgage Loan Trust Series Class Rating ------ ----- ------ 2005-S5 B-3 B/Watch Neg Ratings Affirmed Structured Asset Securities Corp. Series Class Rating ------ ----- ------ 2003-S1 B BB+ 2003-S2 M1-A AA 2003-S2 M1-F AA 2003-S2 M2-A A 2003-S2 M2-F A 2003-S2 M3 A- 2005-1 1-A1, 1-A2, 1-A3, 1-A4, 1-A5 AAA 2005-1 1-A6, 2-A1, 3-A1, 4-A1, 5-A1, 6-A1, 7-A1 AAA 2005-1 7-A2, 7-A3, 7-A4, 7-A5, 7-A6, 7-A7 AAA 2005-1 AP, AX, PAX, R AAA 2005-1 B1 AA 2005-1 B2 A 2005-1 B3 BBB 2005-1 B4 BBB- 2005-1 B5 BB 2005-1 B6 B 2005-3 1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 1-A6, 1-A7 AAA 2005-3 1-A8, 1-A9, AP, AX, PAX, R AAA 2005-3 B1 AA 2005-3 B2 A 2005-3 B3 BBB 2005-3 B4 BBB- 2005-3 B5 BB 2005-3 B6 B 2005-5 1-A1, 1-A2, 1-A3, 1-A4, 1-A5 AAA 2005-5 2-A1, 2-A2, 2-A3, 2-A4, 2-A5 AAA 2005-5 3-A1, 3-A2, 4-A1 AAA 2005-5 4-PAX, AP, AX, PAX, R AAA 2005-5 B1 AA 2005-5 B2 A 2005-5 B3 BBB 2005-5 B4 BBB- 2005-5 B5 BB 2005-5 B6 B 2005-6 1-A1, 1-A2, 1-A3, 1-A4 AAA 2005-6 2-A1, 2-A2, 2-A3, 2-A4, 2-A5, 2-A6 AAA 2005-6 2-A7, 2-A8, 2-A9, 2-A10, 2-A12 AAA 2005-6 2-A13, 2-A14, 2-A15, 2-A16, 2-A17, 2-A18 AAA 2005-6 2-A19, 2-A20, 2-A21 AAA 2005-6 3-A1, 3-A2, 4-A1, 5-A1, 5-A2, 5-A3, 5-A4 AAA 2005-6 5-A5, 5-A6, 5-A7, 5-A8, 5-A9, 5-A10 AAA 2005-6 5-A11, AP, AX, PAX, R AAA 2005-6 B1 AA 2005-6 B2 A 2005-6 B3 BBB 2005-6 B4 BBB- 2005-6 B5 BB 2005-6 B6 B 2005-10 1-A1, 1-A2 AAA 2005-10 2-A1, 2-A2, 2-A3, 2-A4 AAA 2005-10 3-A1, 3-A2, 3-A3, 3-A4, 3-A5, 3-A6 AAA 2005-10 4-A1, 4-A2, 4-A3, 4-A4, 4-A5, 4-A6 AAA 2005-10 4-A7, 4-A8, 4-A9, 4-A10 AAA 2005-10 5-A1, 5-A2, 5-A3, 5-A4 AAA 2005-10 5-A5, 5-A6, 5-A7, 5-A8, 5-A9, 5-A10 AAA 2005-10 6-A-1, 7A-1, 8A-1, AP, AX, PAX, R AAA 2005-10 B1 AA 2005-10 B2 A 2005-10 B3 BBB 2005-10 B4 BBB- 2005-10 B5 BB 2005-10 B6 B 2005-14 1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 1-A6 AAA 2005-14 1-A7, AP, AX, PAX, R AAA 2005-14 2-A1, 2-A2, 2-A3, 2-A4, 2-A5, 2-A6 AAA 2005-14 3-A1, 4-A1, 4-A2 AAA 2005-14 B1 AA 2005-14 B2 A 2005-14 B3 BBB 2005-14 B4 BBB- 2005-14 B5 BB 2005-14 B6 B 2005-15 1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 1-A6 AAA 2005-15 2-A1, 2-A2, 2-A3, 2-A4, 2-A5, 2-A6 AAA 2005-15 2-A7, 2-A8, 2-A9, 3-A1, 3-A2 AAA 2005-15 4-A1, 4-A2, 5-A1, 6-A2, 6-A3 AAA 2005-15 AP, AX, PAX, R AAA 2005-15 M AA+ 2005-15 B1 AA 2005-15 B2 A 2005-15 B3 BBB 2005-15 B4 BBB- 2005-15 B5 BB 2005-15 B6 B 2005-16 1-A1, 1-A2, 1-A3, 1-A4 AAA 2005-16 2-A1, 2-A2, 2-A3, 3-A1, 3-A2 AAA 2005-16 AX, PAX, 4-A1, AP, R AAA 2005-16 B1 AA 2005-16 B2 AA- 2005-16 B3 A 2005-16 B4 A- 2005-16 B5 BBB 2005-16 B6 BBB- 2005-16 B7 BB 2005-16 B8 B 2005-17 1-A1, 1-A2, 1-A3, 1-A4, 1-A6 AAA 2005-17 2-A1, 2-A1, 3-A1 AAA 2005-17 4-A1, 4-A2, 4-A3, 4-A4, 4-A5, 4-A6 AAA 2005-17 5-A1, 5-A2, AX, PAX, 4-A1, AP, R AAA 2005-17 B1 AA 2005-17 B2 A 2005-17 B3 BBB 2005-17 B4 BB 2005-17 B5 B 2005-17 B5 B 2005-AR1 A1, A2, A3, A5 AAA 2005-AR1 M1 AA+ 2005-AR1 M2 AA 2005-AR1 M3 AA- 2005-AR1 M4 A+ 2005-AR1 M5 A 2005-AR1 M6 A- 2005-AR1 M7 BBB+ 2005-AR1 M8 BBB 2005-AR1 M9 BBB- 2005-SC1 1-A1, 1-A1X, 1-A2, R AAA 2005-SC1 B1 AA 2005-SC1 B2 A 2005-SC1 B3 BBB 2005-SC1 B4 BB 2006-RF1 1-A, 1-AIO, 2-A, R AAA 2006-RF1 B1 AA 2006-RF1 B2 A 2006-RF1 B3 BBB 2006-RF1 B4 BB 2006-RF1 B5 B 2006-1 1-A-1, 1-A-2, 2-A-1, 2-A-2 AAA 2006-2 1-A1, 1-A2 AAA 2006-4 1-A1, 1-A2 AAA Structured Asset Securities Corp. Mortgage Loan Trust Series Class Rating ------ ----- ------ 2002-9 A1, A2 AAA 2002-9 M1 AA 2002-9 M2 A 2003-NP1 B BBB 2004-NP2 A AAA 2004-NP2 M1 AA 2004-NP2 M2 A 2004-NP2 B BBB 2004-S4 A2 AAA 2004-S4 M1 AA 2004-S4 M2 AA- 2004-S4 M3 A 2004-S4 M4 A- 2004-S4 M5 BBB+ 2004-S4 M6 BBB 2004-S4 M7 BBB- 2004-S4 B1 BB+ 2005-2XS 1-A1, 1-A2A, 1-A2B, 1-A3, 1-A4 AAA 2005-2XS 1-A5A, 1-A5B, 2-A1, 2-A2 AAA 2005-2XS M1 AA 2005-2XS M2 A 2005-2XS M3 BBB+ 2005-4XS 1-A1, 1-A2A, 1-A2B, 1-A3, 1-A4A, 1-A4B AAA 2005-4XS 1-A5A, 1-A5B, 2-A1A, 2-A1B AAA 2005-4XS M1 AA 2005-4XS M2 A+ 2005-4XS M3 BBB 2005-4XS 3-A1, 3-A2, 3-A3, 3-A4, 3-A5 AAA 2005-4XS 3-M1 AA+ 2005-4XS 3-M2 A+ 2005-4XS 3-M3 A- 2005-7XS 1-A1A, 1-A1B, 1-A1C, 1-A2A, 1-A2B, 1-A3 AAA 2005-7XS 1-A4A, 1-A4B, 2-A1A, 2-A1B AAA 2005-7XS M1 AA 2005-7XS M2 A 2005-7XS M3 BBB- 2005-9XS 1-A1A, 1-A1B, 1-A2A, 1-A2B, 1-A2C, 1-A3A AAA 2005-9XS 1-A3B, 1-A3C, 1-A3D, 1-A4, 2-A1, 2-A2 AAA 2005-9XS 2-A3, 2-A4 AAA 2005-9XS M1 AA 2005-9XS M2 A+ 2005-9XS M3 BBB- 2005-NC2 A1, A2, A3, A4, M1 AAA 2005-NC2 M2, M3 AA+ 2005-NC2 M4, M5 AA 2005-NC2 M6 A+ 2005-NC2 M7 A 2005-NC2 M8 A- 2005-NC2 M9 BBB+ 2005-NC2 M10 BBB 2005-NC2 B BBB- 2005-OPT1 A1, A2, A-3, A4-M AAA 2005-OPT1 M1 AA+ 2005-OPT1 M2 AA 2005-OPT1 M3 AA- 2005-OPT1 M4 A+ 2005-OPT1 M5 A 2005-OPT1 M6 A- 2005-OPT1 M7 BBB+ 2005-OPT1 M8 BBB 2005-OPT1 M9 BBB- 2005-OPT1 B BB+ 2005-S5 A1, A2 AAA 2005-S5 M1 AA+ 2005-S5 M2 AA 2005-S5 M3 AA- 2005-S5 M4 A 2005-S5 M5 A- 2005-S5 M6 BBB+ 2005-S5 M7 BBB 2005-S5 M8 BBB- 2005-S5 B-1, B-2 BB+ 2005-S6 A1, A2 AAA 2005-S6 M1 AA+ 2005-S6 M2 AA 2005-S6 M3 AA- 2005-S6 M4 A+ 2005-S6 M5 A 2005-S6 M6 A- 2005-S6 M7 BBB+ 2005-S6 M8 BBB 2005-S6 M9 BBB- 2005-S6 B1, B2 BB+ 2005-S6 B3 BB 2005-S7 A1, A2 AAA 2005-S7 M1 AA+ 2005-S7 M2 AA 2005-S7 M3 AA- 2005-S7 M4 A+ 2005-S7 M5 A 2005-S7 M6 A- 2005-S7 M7 BBB+ 2005-S7 M8 BBB 2005-S7 M9 BBB- 2005-S7 B BB+ 2005-WF2 A1, A2, A3 AAA 2005-WF2 M1 AA+ 2005-WF2 M2 AA 2005-WF2 M3 AA- 2005-WF2 M4 A+ 2005-WF2 M5 A 2005-WF2 M6 A- 2005-WF2 M7 BBB+ 2005-WF2 M8 BBB 2005-WF2 M9 BBB- 2005-WF2 B1 BB+ 2005-WF2 B2 BB- 2005-WF3 A1-Front, A2-Mez, A3-Back AAA 2005-WF3 M1 AA+ 2005-WF3 M2 AA 2005-WF3 M3 AA- 2005-WF3 M4 A+ 2005-WF3 M5 A 2005-WF3 M6 A- 2005-WF3 M7 BBB+ 2005-WF3 M8 BBB 2005-WF3 M9 BBB- 2005-WF3 B1 BB+ 2005-WF3 B2 BB 2005-WF4 A1, A2, A3, A4 AAA 2005-WF4 M1 AA+ 2005-WF4 M2 AA 2005-WF4 M3 AA- 2005-WF4 M4 A+ 2005-WF4 M5 A 2005-WF4 M6 A- 2005-WF4 M7 BBB+ 2005-WF4 M8 BBB 2005-WF4 M9, M9 BBB- 2005-WF4 B2 BB 2006-AM1 A1, A2, A3, A4, A5 AAA 2006-AM1 M1 AA+ 2006-AM1 M2 AA 2006-AM1 M3 AA- 2006-AM1 M4 A+ 2006-AM1 M5 A 2006-AM1 M6 A- 2006-AM1 M7 BBB+ 2006-AM1 M8, M9 BBB 2006-AM1 B1 BBB- 2006-AM1 B2 BB+ 2006-BC1 A1, A2, A3, A4, A5, A6 AAA 2006-BC1 M1, M2, M3 AA+ 2006-BC1 M4 AA 2006-BC1 M5 AA- 2006-BC1 M6 A+ 2006-BC1 M7 A 2006-BC1 M8 A- 2006-BC1 M9 BBB+ 2006-BC1 B1 BBB 2006-BC1 B2 BB+ 2006-BC1 B3 BB 2006-GEL1 A1, A2 AAA 2006-GEL1 M1 AA 2006-GEL1 M2 A+ 2006-GEL1 M3 BBB+ 2006-GEL1 M4 BBB- 2006-GEL1 B BB+ 2006-GEL2 A1, A2 AAA 2006-GEL2 M1 AA+ 2006-GEL2 M2 AA 2006-GEL2 M3 A+ 2006-GEL2 M4 A 2006-GEL2 M5 BBB+ 2006-GEL2 M6 BBB 2006-GEL2 M7 BBB- 2006-GEL2 B BB 2006-OPT1 A1, A2, A3, A4, A5, A6 AAA 2006-OPT1 M1, M2 AA 2006-OPT1 M3 A+ 2006-OPT1 M4 A 2006-OPT1 M5 A- 2006-OPT1 M6 BBB+ 2006-OPT1 M7 BBB 2006-OPT1 M8 BBB- 2006-OPT1 B BB+ 2006-OW1 A1, A2, A3, A4, A5, A-6M AAA 2006-OW1 M1 AA+ 2006-OW1 M2 AA 2006-OW1 M3 AA- 2006-OW1 M4 A+ 2006-OW1 M5 A 2006-OW1 M6 A- 2006-OW1 M7 BBB+ 2006-OW1 M8 BBB 2006-OW1 M9 BBB- 2006-S1 A1 AAA 2006-S1 M1 AA 2006-S1 M2 AA- 2006-S1 M3 A+ 2006-S1 M4 A 2006-S1 M5 A- 2006-S1 M6 BBB+ 2006-S1 M7 BBB 2006-S1 M8 BBB- 2006-S1 B1 BB+ 2006-S1 B2 BB 2006-S2 A1, A2, A-IO AAA 2006-S2 M1 AA+ 2006-S2 M2 AA 2006-S2 M3 AA- 2006-S2 M4 A+ 2006-S2 M5 A 2006-S2 M6 A- 2006-S2 M7 BBB+ 2006-S2 M8 BBB 2006-S2 M9 BBB- 2006-S2 B1 BBB- 2006-S2 B2, B3 BB+ 2006-S2 B4 BB 2006-WF1 A1, A2, A3, A4, A5 AAA 2006-WF1 M1 AA+ 2006-WF1 M2 AA 2006-WF1 M3 AA- 2006-WF1 M4 A+ 2006-WF1 M5 A 2006-WF1 M6 A- 2006-WF1 M7 BBB+ 2006-WF1 M8 BBB 2006-WF1 M9 BBB- SUNCOM WIRELESS: Plans to Appeal NYSE's Suspension of Stock ----------------------------------------------------------- SunCom Wireless Holdings Inc. intends to appeal the New York Stock Exchange's suspension of its common stock prior to the opening of trading on Dec. 19, 2006. The NYSE informed SunCom that it no longer meets the exchange's minimum market capitalization requirements. The company said that its stock will be traded for the time being at the over-the- counter commencing on December 19. Michael E. Kalogris, chairman and chief executive officer, said, "While we are disappointed in the NYSE's decision, we intend to exercise our right to appeal. Importantly, we do not believe the announcement will have any impact on the company's ability to pursue its business strategy or diminish the deep level of commitment our employees have to providing outstanding service to our more than 1 million wireless subscribers in the Southeastern portion of the United States, Puerto Rico or the U.S. Virgin Islands." Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc. (NYSE: TPC) -- http://www.suncom.com/-- offers digital wireless communications services to more than one million subscribers in the southeastern United States, Puerto Rico and the U.S. Virgin Islands. SunCom is committed to delivering Truth in Wireless by treating customers with respect, offering simple, straightforward plans and by providing access to the largest GSM network and the latest technology choices. * * * SunCom Wireless' balance sheet showed a stockholders' deficit of $378,099,000 at Sept. 30, 2006, compared with a deficit of $338,223,000 at June 30, 2006. TAGGART TRANSCON: Case Summary & Nine Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Taggart Transcontinental Investment, LLC 8701 Mesa Madera Drive Las Vegas, NV 89148 Bankruptcy Case No.: 06-13683 Chapter 11 Petition Date: December 5, 2006 Court: District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Christopher Patrick Burke, Esq. 218 South Maryland Parkway Las Vegas, NV 89101 Tel: (702) 385-7987 Fax: (702) 385-7986 Total Assets: $4,782,155 Total Debts: $5,849,555 Debtor's Nine Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ EMC House-2521 $104,500 c/o Managing Agent Allante Avenue Secured: P.O. Box 141358 Las Vegas, NV 89120 $470,000 Irving, TX 75018 Senior Lien: $418,000 House-2325 $338,800 Cockatiel Drive Secured: Las Vegas, NV $289,000 House-5600 $396,000 Angels Landing Secured: Las Vegas, NV 89131 $374,000 House-8524 $308,000 Cheerful Brook Secured: Las Vegas, NV 89143 $299,000 House-5600 $99,000 Angels Landing Secured: Las Vegas, NV 89131 $374,000 Senior Lien: $396,000 House-2325 $84,700 Cockatiel Drive Secured: Las Vegas, NV 89084 $289,000 Senior Lien: $338,800 House-1802 $82,500 Paprika Way Secured: Las Vegas, NV 89014 $330,000 Senior Lien: $330,000 House-7827 $82,500 Harper Tree Secured: Las Vegas, NV 89139 $329,000 Senior Lien: $330,000 House-8524 $77,000 Cheerful Brook Secured: Las Vegas, NV 89143 $299,000 Senior Lien: $308,000 House-6961 $85,800 Silk Oak Court Secured: Las Vegas, NV 89148 $369,000 Senior Lien: $343,200 House-8601 $62,700 Blowing Pines Drive Secured: Las Vegas, NV 89143 $259,000 Senior Lien: $250,800 ASC House-8692 $479,600 c/o Managing Agent Blakely Court Secured: P.O. Box 10328 Las Vegas, NV 89148 $429,000 Des Moines, IA 50306 First Franklin House-8395 $363,000 c/o Managing Agent Grambling Way Secured: 150 Allegheny Center Mall Sandy, UT 84094 $345,000 Pittsburgh, PA 15212 GMAC House-7915 $90,200 c/o Managing Agent Meandering Path Secured: P.O. Box 4622 Las Vegas, NV 89131 $400,000 Waterloo, IA 50704 Senior Lien: $360,800 House-4941 $99,000 Elkin Creek Avenue Secured: Las Vegas, NV 89131 $380,000 Senior Lien: $360,000 New Century House-8692 $119,900 c/o Managing Agent Allante Avenue Secured: P.O. Box 54285 Las Vegas, NV 89131 $374,000 Irvine, CA 92619 Senior Lien: $495,000 Wilshire House-8208 $114,400 Fritzen Avenue Secured: Las Vegas, NV 89131 $469,000 Senior Lien: $457,800 Aliante House-2325 $2,270 Cockatiel Drive Secured: North Las Vegas, NV $289,000 Senior Lien: $423,500 Heritage Estates House-5600 $1,775 Angels Landing Secured: Las Vegas, NV 89131 $374,000 Senior Lien: $495,000 Appaloosa Canyon House-8208 $1,330 Fritzen Avenue Secured: Las Vegas, NV 89131 $469,000 Senior Lien: $572,200 TPF GENERATION: S&P Rates $850-Million Senior Term Loan at B+ ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' and '1' recovery ratings on TPF Generation Holdings LLC's first-lien $850 million senior secured term loan due 2013 and $50 million senior secured synthetic revolver due 2011. Standard & Poor's also assigned its 'B-' and '5' recovery ratings on the company's $495 million second lien credit facility due 2014. The ratings had been preliminary. In addition, the project's $250 million senior secured synthetic LOC facility due 2013 was divided into three facilities and so the preliminary rating was removed. Standard & Poor's also assigned its 'B+' and '1' recovery ratings to the project's $159.5 million first lien synthetic LOC facility due 2013 and its $15.5 million first lien special LOC facility due 2013. Lastly, Standard & Poor's assigned its 'BB-' and '1' recovery ratings to the project's $75 million first lien special LOC due 2013. The rating on this issue was elevated above the other ratings on the first lien facilities because it is exclusively dedicated to collateral posting on hedge agreements, and is therefore likely to be drawn only in scenarios where the collateral value is increasing because of high energy prices. US AIRWAYS: Delta Board Rejects US Airways' Unsolicited Merger Bid ------------------------------------------------------------------ Delta Air Lines outlined key reasons why its Board of Directors rejected the unsolicited merger proposal made by US Airways on Nov. 15, 2006, and concluded that the company's standalone Plan of Reorganization will provide creditors with superior value as well as a faster recovery and much greater certainty of execution. After a thorough analysis, the Board concluded that the US Airways proposal of $8.4 billion will result in substantially inferior value for creditors compared with Delta's standalone Plan, which is estimated by Delta's financial adviser, The Blackstone Group, to have a consolidated equity value for the company of approximately $9.4 billion to $12.0 billion. Further, the Board determined that the US Airways proposal is structurally flawed, because it: -- Has an unacceptably high risk of not achieving antitrust clearance because the US Airways proposal would harm consumers and communities; -- Has overwhelming labor issues precluding attainment of claimed synergies; -- Depends on achieving "synergies" that are premised on faulty economic assumptions; -- Saddles the company with a precariously high debt load; -- Would reverse Delta's progress and erode the value of the Delta brand; and -- Would expose Delta to merger-related risks. US Airways continues to experience significant integration problems and has not completed its prior, much smaller merger with America West; it is not equipped to simultaneously integrate a substantially larger company. "Delta today is moving forward with a plan designed to provide significant value to our creditors as well as customers, employees and other key stakeholders on a timely basis," Delta chief executive officer Jerry Grinstein said. "By contrast, the US Airways proposal provides inferior value to our standalone plan, is structurally flawed, and raises overwhelming regulatory and labor issues that -- after a lengthy delay -- are likely to prevent the proposed merger from being completed. "For these reasons, Delta's Board of Directors has unanimously rejected the proposed transaction. Instead, we will continue to focus on creating value by building an airline that combines a right-sized domestic network and a profitable and expanding international presence with an best-in-class network cost structure and a strong balance sheet." The US Airways proposal is not in the best interest of Delta's creditors and other stakeholders because: -- The proposal is not likely to be cleared by the Department of Justice because it would hurt consumers and communities. The proposed merger would substantially reduce competition because US Airways and Delta have an extremely high percentage of overlapping routes and hubs. This creates major antitrust concerns and regulatory obstacles that would, at the very least, delay closing of this transaction for a considerable period and likely prevent the transaction from closing at all. -- Among other things, the merger would create approximately 2,000 city pairs -- the relevant measure for DOJ analysis -- where the combined airline would have a monopoly passenger share position of over 90%. -- The proposal would result in over 9,500 city pairs with reductions in competition that create a presumption of market power under DOJ merger guidelines. Delta believes consumers have valid reason for concern, as pricing has gone up, not down, on approximately 6,600 US Airways routes following its merger with America West. -- The proposal would also reduce service for Charlotte, Atlanta, Pittsburgh, Salt Lake City, and New York-JFK, among others. In 127 small communities throughout the nation, the merged company would be the dominant or monopoly carrier, a situation likely to result in increased fares. -- According to Delta's analysis, attempts to portray low-cost carriers as the cure-all to this concentration of market power are flawed because low-cost carriers have no presence in, and are unlikely to enter, more than 110 U.S. cities where the combined carrier would be the dominant carrier. -- In addition, the economics in those markets do not match those of other markets low-cost carriers have chosen to enter. "A decrease in service, which is so central to the economics of the US Airways proposal, would have a profound impact," Delta chief operating officer Jim Whitehurst said. "In many small communities that Delta or US Airways serve today, this transaction would result in less service and higher fares. For every market where US Airways lowered fares over the past year, it has increased fares in almost four other markets. Since its merger with America West, US Airways has raised fares more than its competitors have, with US Airways fares increased nearly two times that of other network carriers." Overwhelming labor issues would scuttle the proposed transaction. Delta's employees are voicing their strong opposition to this proposed transaction, and expressing their strong support for Delta's standalone plan. The Delta unit of the Air Line Pilots Association, the union representing Delta's more than 6,000 pilots, has stated its view that the US Airways proposal would violate the pilots' collective bargaining agreement. ALPA has publicly said -- and Delta agrees -- that provisions in the Delta-ALPA contract would prohibit the combined company from implementing the capacity reductions that are the economic foundation of the proposed transaction. Among other things, the contract would prohibit the reduction of scheduled pilot block hours operated by Delta pilots below pre- merger levels, which would make it impossible for the combined company to reduce capacity by 10%. ALPA and Delta also agree that the contract would prohibit the combined company from paying the pilots not to fly. In addition, that and other restrictive provisions of the Delta-ALPA contract would remain in effect for a far greater period of time than presumed by US Airways. The proposal's projected network and cost "synergies" are based on deeply flawed economic assumptions. Delta's analysis demonstrates that US Airways' claimed $1.65 billion in synergies and financial benefits from the proposed merger are significantly overstated. US Airways has ignored major negative synergies -- "dis-synergies" -- that previous transactions have proven will occur. The issues resulting from US Airways' stated need to reduce the network by 10% for the economics of its proposal to work are likely insurmountable, including the loss of approximately 10,000 mainline jobs, 80 mainline aircraft, and nearly 100 regional aircraft. These measures would trigger significant dis-synergies in the form of higher labor costs and creditor claims that would offset any savings. Merger-related fleet and facility rejections would create incremental bankruptcy claims of more than $1 billion and delay the company's emergence from Chapter 11 well into 2008 or beyond. Additionally, one-time costs would exceed $1 billion. Moreover, US Airways apparently has included in its estimates very substantial cost savings that Delta has already achieved. "We do not believe this proposal will create the most profitable network carrier with the lowest labor costs as US Airways claims," Delta executive vice president and chief financial officer Edward Bastian commented. "Labor integration and fleet complexity alone would substantially increase costs. The proposal overestimates synergies while downplaying the impact of trying to achieve them at the expense of our people, the traveling public, and the communities we serve." The combined company would be saddled with a precariously high total debt load in a fragile industry. Delta's analysis confirmed that the proposal would result in approximately $23 billion in total debt for the combined entity -- versus approximately $10 billion in total debt for a standalone Delta when the Company emerges from Chapter 11. "If our industry has learned anything, it is that having a precariously high level of debt on the balance sheet is not the way to prudently run an airline, and that dealing with a huge debt burden usually leads to poor employee relations and an inferior product for customers. One thing is certain: while US Airways claimed synergies are illusory and transient, the debt is not," Mr. Bastian said. US Airways' domestic-focused strategy and de-emphasis of premium service would reverse Delta's progress and greatly dilute the value of its brand. US Airways' domestic-focused strategy, which is designed to generate profits in the short term by reducing capacity in existing markets and de-emphasizing the quality of the service offering, is short-sighted and not in the best long-term interest of Delta's customers and the communities it serves. Delta continues to focus on its plan to pursue new international market and revenue opportunities from the solid base of its right- sized domestic network, an appropriate cost structure, and high levels of customer service. The quality of Delta's service would suffer if the US Airways proposal were to go forward. A J.D. Power and Associates survey in 2006 indicated that service has suffered across the merged US Airways. In that survey, US Airways ranked last in aircraft condition and flight crew, and next to last in reservations, boarding/deplaning/baggage, and in- flight service, and third from last in customer service. Delta, by contrast, remains at or near the top among network carriers in every significant category, delivering on its commitment to quality customer service. US Airways continues to experience significant integration problems and has not completed its prior, smaller merger. It is not equipped to simultaneously integrate a substantially larger company. The most recent US Airways Form 10-Q filing contains several examples of problems in the integration of US Airways and America West, including the following statements by US Airways: "We have encountered complications and difficulties in integrating some of the company's automated systems and have not completed those integration efforts, including efforts to combine our two computerized airline reservation systems..." "(HP[America West]/US) face significant challenges in consolidating functions, integrating their organizations, procedures and operations in a timely and efficient manner and retaining key Company personnel. The integration has been and will continue to be costly, complex and time consuming and management will continue to devote substantial effort to that integration and may have its attention diverted from ongoing operational matters or other strategic opportunities..." "Some of our unions have brought grievance arbitrations in the context of the labor integration process. Unions may bring additional court actions or grievance arbitrations and may seek to compel us to engage in the bargaining process..." Delta observed that even now, 8 out of 9 labor agreements being negotiated to cover the work groups of US Airways and America West remain unsettled, months after the "completion" of the merger between those two airlines. Mr. Grinstein concluded, "We must not reverse direction. We have made great progress in our plan to deliver value to creditors, quality service to customers and benefit all of our stakeholders. "Now that Delta's Board of Directors and management have rejected the US Airways proposal, we trust Doug Parker will keep his word and cease pursuing his proposal so our respective organizations can return to competing vigorously in the marketplace." About Delta Air Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ) -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 502 destinations in 88 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. The Company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. As of June 30, 2005, the company's balance sheet showed $21.5 billion in assets and $28.5 billion in liabilities. About US Airways Headquartered in Arlington, Virginia, US Airways Group Inc.'s (NYSE: LCC) -- http://www.usairways.com/-- primary business activity is the ownership of the common stock of: * US Airways, Inc., * Allegheny Airlines, Inc., * Piedmont Airlines, Inc., * PSA Airlines, Inc., * MidAtlantic Airways, Inc., * US Airways Leasing and Sales, Inc., * Material Services Company, Inc., and * Airways Assurance Limited, LLC. Under a chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another chapter 11 petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it lists $8,805,972,000 in total assets and $8,702,437,000 in total debts. The Debtors' chapter 11 plan for its second bankruptcy filing became effective on Sept. 27, 2005. The Debtors completed their merger with America West on the same date. US Airways, US Airways Shuttle, and US Airways Express operate approximately 3,800 flights per day and serve more than 230 communities in the U.S., Canada, Europe, the Caribbean, and Latin America. The new US Airways is a member of the Star Alliance, which provides connections for customers to 841 destinations in 157 countries worldwide. * * * As reported in the Troubled Company Reporter on Nov. 21, 2006, Fitch Ratings has affirmed its ratings of US Airways Group, Inc., as: -- Issuer Default Rating (IDR) at 'CCC'; -- Secured Term Loan Rating at 'B/RR1'; -- Senior Unsecured Rating at 'CC/RR6'. Fitch's ratings apply to approximately $1.4 billion in debt obligations. The Rating Outlook has been revised to Stable from Positive. As reported in the Troubled Company Reporter on Nov. 17, 2006, Standard & Poor's Ratings Services placed its ratings on US Airways Group Inc., including the 'B-' corporate credit ratings on US Airways Group Inc. and its major operating subsidiaries America West Holdings Corp., America West Airlines Inc., and US Airways Inc., on CreditWatch with developing implications. US AIRWAYS: Delta Files Standalone Plan & Disclosure; Rejects Bid ----------------------------------------------------------------- Delta Air Lines' Board of Directors has unanimously concluded that the company's creditors, as well as its other stakeholders, are best served by moving forward with the company's standalone Plan of Reorganization. Accordingly, the company filed its standalone Plan and a related Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of New York. The company intends to emerge from Chapter 11 in the spring of 2007. The Disclosure Statement includes an overview of Delta's five-year business plan, which is intended to enable Delta to maintain and improve its competitive cost structure, to further strengthen its financial position and to achieve a profitable, long-term future. In particular, the business plan projects that Delta will achieve significant increases in cash flow, operating margin and net income, driven by the company's success in increasing revenue, reducing costs and lowering debt. The Disclosure Statement also includes a valuation analysis prepared by Delta's financial advisor, The Blackstone Group, which estimates a consolidated equity value for the Company of approximately $9.4 billion to $12.0 billion. These values would result in a recovery for Delta's unsecured creditors of approximately 63% to 80% of their allowed claims, subject to certain assumptions and adjustments as detailed in the Plan. Delta's Board of Directors, with the full support of the company's management team, has unanimously rejected the unsolicited merger proposal made by US Airways on Nov. 15, 2006. The Board concluded that Delta's standalone Plan will provide the company's creditors with superior value and greater certainty on a much faster timetable than the US Airways proposal. Delta says the US Airways proposal: -- is structurally flawed and cannot be executed as claimed due to overwhelming antitrust and labor issues; -- would harm consumers and communities due to its substantial anticompetitive effects; -- relies on claimed synergies that are premised on flawed economic assumptions; -- would burden the combined company with a precariously high debt load; and -- would reverse Delta's progress and erode the value of the Delta brand. Finally, US Airways continues to experience significant integration problems and has not completed its prior, smaller merger with America West -- it is not equipped to simultaneously integrate a substantially larger company. "Our progress over the past year attests to the strength of the Delta brand and the resolve of our 45,000 people who are transforming this company through their hard work," Delta chief executive officer Jerry Grinstein said. "Delta is well along in the process of a top to bottom transformation -- implementing changes that have made a vast improvement in our performance. Our plan for a fundamentally new and different airline is working and is creating real value. We will emerge as a thoroughly new Delta that will be a strong global carrier with a solid foundation for profitable growth in a highly competitive environment." Business Plan Delta's business strategy touches all facets of its operations -- the destinations Delta will serve, the way Delta will serve its customers, and the aircraft Delta will operate -- in order to earn customer preference and continue to improve revenue performance. The five-year business plan projects: -- Operating margins from 8.0% in 2007 to 10.5% in 2010; -- EBITDAR margins from 15.7% in 2007 to 17.8% in 2010 (EBITDAR is earnings before interest, taxes, depreciation, amortization and aircraft rent); -- Over 50% reduction in net long-term debt, from approximately $17 billion in 2005 to approximately $7.5 billion in 2007; and -- A return to profitability in 2007 and an increase in net income, after profit sharing, from approximately $500 million in 2007 to approximately $1.2 billion in 2010. "Our business plan is designed to further build on the momentum we have achieved through the successful implementation of our restructuring initiatives," Delta executive vice president and chief financial officer Edward Bastian said. "The plan targets best-in-class cost performance which, coupled with continued improvement in revenue performance, will generate the cash flow necessary to reinvest in our operations. The strategy is also designed to enable Delta to generate the strong and stable operating margins with a significantly improved balance sheet necessary to enable us to weather future volatility in the airline industry." Restructuring Progress In September 2005, Delta introduced a comprehensive restructuring plan to realize $3 billion in annual financial improvements by the end of 2007. As of Sept. 30, 2006, the company had achieved 85% of the $3 billion goal and had $2.8 billion of cash equivalents and short-term investments. As a result of its ongoing restructuring initiatives, Delta has considerably strengthened its financial condition, with performance among the best in the industry. Key milestones achieved in the past year include the following: -- For the first nine months of 2006, Delta's length of haul adjusted passenger unit revenue increased 19% versus the prior year. During the same period, the rest of the airline industry's passenger unit revenue increased 12.6% versus the prior year. -- Delta achieved the lowest cost structure of network carriers and continued to close the gap with low-cost carriers during the third quarter of 2006. -- Delta was ranked in the top two of all network carriers in overall customer service by J.D. Power and Associates in 2006. In the survey, the company ranked first for customer services across three metrics -- aircraft condition/cleanliness, boarding/deplaning/baggage, and flight crew. -- Delta has announced the recall of more than 1,250 flight attendants, approximately 330 pilots, and 900 maintenance employees. "Customers are choosing Delta in increasingly greater numbers due to the many in-flight and on-the-ground product and service enhancements that are making our airline even more convenient and enjoyable," Delta chief operating officer Jim Whitehurst said. "Having right-sized our domestic capacity, we continue to implement a profitable global expansion. We now serve more destinations than any other carrier, with Delta and Delta Connection providing service to more than 300 airports worldwide. In 2006, Delta added nearly 70 new international routes while increasing passenger unit revenues -- a remarkable feat given the significant capacity we added to those markets. We will continue our profitable international expansion in 2007." Plan of Reorganization The Disclosure Statement includes an overview of Delta's restructuring progress and other information about the company, a description of distributions to creditors and an analysis of the Plan's feasibility, as well as many of the technical matters required for the Chapter 11 exit process, such as descriptions of who will be eligible to vote on the Plan and the voting process. Under the Plan, unsecured creditors generally will receive distributions of new Delta common stock to settle their claims. Current holders of Delta common stock will receive no distribution, and those securities will be canceled upon the effective date of the Plan. Delta has said for some time that the company expected its common stock would not have any value under any Plan of Reorganization the company might propose. The Plan contemplates rolling Delta's debtor-in-possession financing of approximately $2.1 billion into a new financing package that would go into effect when Delta emerges from Chapter 11. Delta has received multiple proposals with competitive terms and conditions for this exit financing. Court approval of the adequacy of the Disclosure Statement will allow Delta to begin solicitation of votes for confirmation of the Plan of Reorganization. A full-text copy of Delta's Disclosure Statement is available for free at http://ResearchArchives.com/t/s?175d A full-text copy of Delta's standalone reorganization plan is available for free at http://ResearchArchives.com/t/s?175f Full-text copies of the exhibits to Delta's Disclosure Statements are available for free at http://ResearchArchives.com/t/s?1760 US Airways Proposal The company outlined several concerns that Delta's Board and management believe pose insurmountable hurdles to the proposed US Airways transaction, including: -- The transaction is not likely to receive antitrust clearance from regulators because it would negatively impact consumers and their communities. The US Airways proposal would be subject to a lengthy Department of Justice review process, during which Delta would be forced to remain in bankruptcy. -- There are overwhelming labor issues that would preclude the combination from attaining the claimed synergies. The Delta unit of the Air Line Pilots Association, the union representing Delta's more than 6,000 pilots, has said -- and Delta agrees - that Delta's pilot contract would prohibit the combined company from implementing capacity reductions that US Airways asserts are the economic foundation of the proposed transaction. -- The flawed economic assumptions underpinning the "synergies" in the US Airways proposal would result in vastly lower value than US Airways claims. -- The combined company would have the highest total debt load in the airline industry -- approximately $23 billion -- which would seriously limit its financial flexibility and ability to withstand the volatility of the industry. -- The proposal's domestic-focused strategy, which calls for a significant reduction in service and would result in a decline in service quality, would reverse Delta's progress and erode the value of its brand. -- US Airways continues to experience significant integration problems and has not completed its prior, smaller merger with America West. It is not equipped to simultaneously integrate a substantially larger company. About Delta Air Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ) -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 502 destinations in 88 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. The Company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. As of June 30, 2005, the company's balance sheet showed $21.5 billion in assets and $28.5 billion in liabilities. About US Airways Headquartered in Arlington, Virginia, US Airways Group Inc.'s (NYSE: LCC) -- http://www.usairways.com/-- primary business activity is the ownership of the common stock of: * US Airways, Inc., * Allegheny Airlines, Inc., * Piedmont Airlines, Inc., * PSA Airlines, Inc., * MidAtlantic Airways, Inc., * US Airways Leasing and Sales, Inc., * Material Services Company, Inc., and * Airways Assurance Limited, LLC. Under a chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another chapter 11 petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it lists $8,805,972,000 in total assets and $8,702,437,000 in total debts. The Debtors' chapter 11 plan for its second bankruptcy filing became effective on Sept. 27, 2005. The Debtors completed their merger with America West on the same date. US Airways, US Airways Shuttle, and US Airways Express operate approximately 3,800 flights per day and serve more than 230 communities in the U.S., Canada, Europe, the Caribbean, and Latin America. The new US Airways is a member of the Star Alliance, which provides connections for customers to 841 destinations in 157 countries worldwide. * * * As reported in the Troubled Company Reporter on Nov. 21, 2006, Fitch Ratings has affirmed its ratings of US Airways Group, Inc., as: -- Issuer Default Rating (IDR) at 'CCC'; -- Secured Term Loan Rating at 'B/RR1'; -- Senior Unsecured Rating at 'CC/RR6'. Fitch's ratings apply to approximately $1.4 billion in debt obligations. The Rating Outlook has been revised to Stable from Positive. As reported in the Troubled Company Reporter on Nov. 17, 2006, Standard & Poor's Ratings Services placed its ratings on US Airways Group Inc., including the 'B-' corporate credit ratings on US Airways Group Inc. and its major operating subsidiaries America West Holdings Corp., America West Airlines Inc., and US Airways Inc., on CreditWatch with developing implications. US AIRWAYS: Comments on Delta's Standalone Reorganization Plan -------------------------------------------------------------- US Airways Group Inc. commented on the release of Delta Air Lines Inc.'s standalone plan for its Chapter 11 restructuring. "We have always expected that Delta would file a standalone plan with the Bankruptcy Court. This plan will provide Delta creditors with a benchmark against which to evaluate the competing proposals and we welcome that comparison. This is an important step in a process that we believe will result in the merger of US Airways and Delta," US Airways' chairman and chief executive officer Doug Parker said. "Combining US Airways and Delta will create at least $1.65 billion in annual synergies beyond the value that could be created by any standalone plan. These synergies come on top of the certainty of $4 billion in cash and the upside potential of 78.5 million shares of US Airways stock. These shared synergies will benefit all shareholders in the 'New' Delta. Factoring the synergy benefits into our offer, the current value of our proposal is significantly greater than the value of Delta's standalone plan. "We remain a disciplined and determined bidder for Delta. We continue to work productively with the Creditors Committee and the Ad Hoc Bondholders Committee. Finally, we recognize and appreciate the creditors' ultimate authority in this process," Mr. Parker added. About Delta Air Headquartered in Atlanta, Georgia, Delta Air Lines (OTC: DALRQ) -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 502 destinations in 88 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. The Company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. As of June 30, 2005, the company's balance sheet showed $21.5 billion in assets and $28.5 billion in liabilities. About US Airways Headquartered in Arlington, Virginia, US Airways Group Inc.'s (NYSE: LCC) -- http://www.usairways.com/-- primary business activity is the ownership of the common stock of: * US Airways, Inc., * Allegheny Airlines, Inc., * Piedmont Airlines, Inc., * PSA Airlines, Inc., * MidAtlantic Airways, Inc., * US Airways Leasing and Sales, Inc., * Material Services Company, Inc., and * Airways Assurance Limited, LLC. Under a chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another chapter 11 petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it lists $8,805,972,000 in total assets and $8,702,437,000 in total debts. The Debtors' chapter 11 plan for its second bankruptcy filing became effective on Sept. 27, 2005. The Debtors completed their merger with America West on the same date. US Airways, US Airways Shuttle, and US Airways Express operate approximately 3,800 flights per day and serve more than 230 communities in the U.S., Canada, Europe, the Caribbean, and Latin America. The new US Airways is a member of the Star Alliance, which provides connections for customers to 841 destinations in 157 countries worldwide. * * * As reported in the Troubled Company Reporter on Nov. 21, 2006, Fitch Ratings has affirmed its ratings of US Airways Group, Inc., as: -- Issuer Default Rating (IDR) at 'CCC'; -- Secured Term Loan Rating at 'B/RR1'; -- Senior Unsecured Rating at 'CC/RR6'. Fitch's ratings apply to approximately $1.4 billion in debt obligations. The Rating Outlook has been revised to Stable from Positive. As reported in the Troubled Company Reporter on Nov. 17, 2006, Standard & Poor's Ratings Services placed its ratings on US Airways Group Inc., including the 'B-' corporate credit ratings on US Airways Group Inc. and its major operating subsidiaries America West Holdings Corp., America West Airlines Inc., and US Airways Inc., on CreditWatch with developing implications. US DRY CLEANING: Squar Milner Raises Going Concern Doubt -------------------------------------------------------- Squar, Milner, Miranda & Williamson, LLP, expressed substantial doubt about US Dry Cleaning Corporation's ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Sept. 30, 2006. The auditing firm pointed to the company's recurring losses from operations and accumulated deficit of approximately $6.9 million at Sept. 30, 2006. US Dry Cleaning Corp. reported a $5.9 million net loss on $6.1 million of net sales for the year ended Sept. 30, 2006, compared with a $952,677 net loss on $959,550 of net sales for the same period in 2005. The 2005 fiscal year is reckoned from July 19, 2005, the date of inception. For the year ended Sept. 30, 2006, operating expenses were approximately $6,592,000. Delivery, store, and sales expenses totaled approximately $2,592,000. Administrative expenses were approximately $1,353,000 and consisted mainly of administrative payroll of $822,000, approximately $107,000 in insurance, approximately $107,000 in travel, and approximately $320,000 in general administrative expenses. Other operating expenses were approximately $2,374,000 and consisted primarily of legal, accounting and consulting services incurred in conjunction with becoming a public company. Depreciation and amortization expenses were approximately $272,000. For the year ended Sept. 30, 2006, the company had an operating loss of approximately $3,744,000. The operating loss is partially due to a fire at the main Coachella Valley Retail LLC processing plant, which caused the company to outsource its production work. The loss of the Coachella plant caused the company to incur additional overhead while the company worked with the insurance company to settle its claims and look for new facilities. For the year ended Sept. 30, 2006, other expenses were approximately $2,158,000 which consisted primarily of debt issuance costs of approximately $1,838,000 and interest expense of approximately $936,000, which are offset by approximately $616,000 in other income for insurance proceeds from the Palm Springs fire. At Sept. 30, 2006, the company's balance sheet showed $9 million in total assets, $2.8 million in total liabilities, and $6.2 million in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the year ended Sept. 30, 2006, are available for free at http://researcharchives.com/t/s?1744 About US Dry Cleaning US Dry Cleaning Corp. was formed on July 19, 2005 and on Dec. 30, 2005 completed a reverse merger with a public shell company. On Aug. 8, 2005, the company purchased 100% of the outstanding common stock of Steam Press Holdings, Inc. and on Aug. 9, 2005, the company purchased 100% of the membership units in Coachella Valley Retail, LLC in stock-for-stock type transactions. Steam Press owns 100% of Enivel, Inc. which does business as Young Laundry & Dry Cleaning in Honolulu, Hawaii. Young Laundry was founded in 1902 and operates thirteen retail laundry and dry cleaning stores, in addition to providing hotel and other commercial laundry and dry cleaning services. Coachella Valley Retail was founded in 2004 and operates five retail laundry and dry cleaning stores under several names in the Palm Springs, California area. VALEANT PHARMA: Moody's Lowers Corp. Family Rating to B2 from B1 ---------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of Valeant Pharmaceuticals International to B2 from B1, and kept Valeant's ratings under review for possible further downgrade. Moody's initially placed the ratings under review for possible downgrade on October 23, 2006. This rating action comes after the company's recent report that the trustee for the holders of its 3% convertible notes due 2010 has declared a notice of default related to Valeant's late filing of its Form 10-Q for the quarter ended Sept. 30, 2006. According to the indentures governing $300 million of Valeant's senior notes, $240 million of convertible notes due 2010 and $240 million of convertible notes due 2013, failure to file timely SEC reports constitutes a covenant violation. If the trustee or holders of 25% of the respective series of notes or convertibles declares a default, Valeant must cure the violation within 60 days or the trustee or holders may declare the debt immediately due and payable. The full amount of the potential debt acceleration is approximately $780 million. Valeant reported cash and short term investments of $253 million as of June 30, 2006. Valeant does not currently maintain committed credit facilities. In addition, the rating downgrade reflects several challenges that Valeant faces in its core pharmaceutical business that could hinder an improvement in cash flow. These challenges include: (1) boosting sales of newly-launched products without a substantial increase in promotional spending; and, (2) entering favorable co-development agreements with external partners for several late-stage pipeline products. Valeant's newly-launched products include Zelapar and Cesamet. Zelapar faces competition from Teva Pharmaceutical's new Parkinson's product. Meanwhile, Valeant and Par Pharmaceuticals recently terminated a co-promotion arrangement for Cesamet. Valeant's late-stage pipeline products include Viramidine and retigabine. For both of these products, Moody's believes that Valeant would be challenged to fully fund the remaining clinical trials without the financial resources of a co-development partner. Based on setbacks this year in the Viramidine clinical development program, Moody's does not anticipate a launch prior to 2010 or 2011, even with a co-development partner. Moody's acknowledges several recent positive developments, including: (1) ongoing progress at cost-restructuring initiatives; and, (2) an out-licensing agreement with Schering-Plough Corporation for Pradefovir in which Valeant will receive $19.2 million upfront and milestones potentially totaling $65 million, plus royalties on any future sales. Moody's ongoing rating review will primarily focus on Valeant's ability to avoid an acceleration of its debt maturities due to its late 10-Q filing. Moody's currently believes that by mid-January the ratings could be downgraded further unless one of these events occurs: (1) Valeant cures the default by filing its Form 10-Q; (2) Valeant obtains waivers from the holders of the senior notes and convertible notes waiving the default or the provision related to debt acceleration; or (3) Valeant obtains committed credit facilities for the full amount of its potentially accelerated debt maturities. If one of those events does not occur, the ratings could be subject to a multi-notch downgrade. Ratings downgraded and left under review for possible further downgrade: * Valeant Pharmaceuticals International -- Corporate Family Rating to B2 from B1 -- Probability of default rating to B1 from Ba3 Rating left under review for possible further downgrade: * Valeant Pharmaceuticals International -- Ba3, LGD3, 39% senior unsecured notes of $300 million due 2011 The Ba3 rating on Valeant's senior unsecured notes due 2011 is not being downgraded at this time, but remains under review for downgrade. Although the expected loss on these notes has widened as a result of the downgrade of the Corporate Family Rating, the expected loss is still within the range applicable for the Ba3 rating specified in Moody's Loss Given Default Methodology. Moody's does not rate Valeant's 3% convertible subordinated notes of $240 million due 2010 or its $4% convertible subordinated notes of $240 million due 2013. Headquartered in Costa Mesa, California, Valeant Pharmaceuticals Internationalis a global specialty pharmaceutical company with $823 million of 2005 revenues. VESTA INSURANCE: Gaines Seeks Confirmation of 2nd Amended Plan -------------------------------------------------------------- J. Gordon Gaines, Inc., an affiliate of Vesta Insurance Group, asks the U.S. Bankruptcy Court for the Northern District of Alabama to confirm its Second Amended Chapter 11 Plan of Liquidation pursuant to Section 1129 of the Bankruptcy Code. Kevin O'Halloran, who has served as the Debtor's interim financial manager since Aug. 22, 2006, concurs with Gaines' contentions that the statutory requirements under Section 1129(a) have been satisfied. Mr. O'Halloran will serve as the Plan Trustee on the Effective Date of the Plan. The Official Committee of Unsecured Creditors of the Debtor, whose members are non-insider creditors, has officially endorsed the Plan. The Debtor's counsel, Rufus T. Dorsey, IV, Esq., at Parker, Hudson, Rainer & Dobbs, LLP, in Atlanta, Georgia, stepped Judge Bennett through the 16 statutory requirements of Section 1129(a) necessary to confirm the 2nd Amended Plan. The provisions under Section 1129(a)(1) have been met, Mr. Dorsey says. Under Section 1123, the Plan properly designates, classifies, and specifies the treatment of Claims and interests; provides adequate means for its implementation by means of the appointment of a Plan Trustee, who will be vested with the rights, powers and duties to administer and distribute estate assets; includes a provision prohibiting the issuance on nonvoting equity securities; is a liquidating Plan that will replace the current officers and directors with the Plan Trustee as of the Effective Date; and contains several discretionary provisions. The Plan complied with the applicable provisions of Title 11, says Mr. Dorsey. Gaines obtained approval of its Disclosure Statement on November 10, 2006, which was mailed to all parties- in-interest, along with Ballots, thus satisfying Section 1129(a)(2). Mr. Dorsey maintains that Gaines' Plan complies with Sections 1129(a)(3) to 1129(a)(5) because the Plan was proposed in "good faith" and is in the best interest of the creditors; all payments made or to be made by the Debtor for service or costs in connection with its Chapter 11 case have been approved or are subject for approval by the Court; and discloses all required information regarding post-confirmation directors, management, and insiders by providing that the Plan Trustee will serve as the sole officer and director of the Debtor. Section 1129(a)(6) is not applicable to the Debtor because the Plan does not provide for any rate change that requires regulatory approval, Mr. Dorsey informs the Court. The requirements of Section 1129(a)(7) are met because the Plan is a liquidating plan, which, almost by definition, will provide holders of claims and interests with no less than they would receive under a Chapter 7 liquidation, Mr. Dorsey notes. The Plan Trustee will perform virtually the same duties and wield the same rights and powers as a Chapter 7 trustee. The existing knowledge of the Plan Trustee will greatly reduce the future cost and expense of liquidation and substantially increase the likelihood of recovery on claims and a meaningful dividend to third-party creditors, Mr. Dorsey tells the Court. Accordingly, the Debtor and the Creditors Committee believe that the proposed liquidation under Chapter 11 will result in a greater return for creditors than starting anew with appointment of a Chapter 7 trustee that would be wholly unfamiliar with the case. The Debtor's Plan complies with Section 1129(a)(8). Classes A and B are unimpaired under the Plan and, pursuant to Section 1126(f), are conclusively presumed to have accepted the Plan. There are no holders of Class D's Subordinated Claims. Holders of Allowed Claims in Class C have voted to accept the Plan. The Plan satisfies the provisions under Section 1129(a)(9) in that it requires payment of (i) all Administrative Claims in cash unless the Claimant otherwise agrees; (ii) all Priority Non-Tax Claims in full on the initial Distribution Date, which includes all claims entitled to priority under Section 507 of the Bankruptcy Code; and (iii) Priority Tax Claims in full, in cash, on the Effective Date or within 30 days after the allowance of the claim. No governmental unit holds a secured tax claim with respect to Gaines' unpaid taxes. The Special Deputy Receiver cast a Ballot, as holder of a Class C Claim, rejecting the Plan. However, according to Mr. Dorsey, the vote was not counted because the Special Deputy Receiver, as the receiver for various subsidiaries and affiliates of the Debtor, is an "insider" as defined in Sections 101(2)(B) and 101(31) of the Bankruptcy Code; and the SDR Claim is the subject of an objection and is not an allowed claim, thus justifying the exclusion of the Claim for purposes of tabulating votes on the Plan. Section 1129(a)(10) is satisfied with Class C -- with no insiders -- deemed to accept the Plan. The Plan provides for the liquidation of the Debtor, Mr. Dorsey says, there will be no need for further reorganization of liquidation, and therefore Section 1129(a)(11) is satisfied. Sections 1129(a)(12) and 1129(a)(13) have been satisfied, Mr. Dorsey attests. All fees payable under 28 U.S.C. Section 1930 have been paid or will be paid in the ordinary course of the Debtor's business. The Gaines Retirement Savings Plan has been terminated pursuant to the Court's Order; therefore, Gaines is not obligated to provide any retiree benefits. Mr. Dorsey relates that Sections 1129(a)(14) through 1129(a)(16) are not applicable to the Debtor. There were no votes cast by holders of Class D Subordinated Claims. The Debtor believes that there are no existing holders of the claims and that therefore, Class D is an empty class. Nonetheless, the only Class junior to Class D consists of Class E Shareholder Interests, which will not receive or retain any property under the Plan unless Class D Subordinated Claims are paid in full. The Plan is fair and equitable with respect to Class D, Mr. Dorsey relates. Similarly, Class E Shareholder Interests have not voted on the Plan, but because no holder of any interest junior to Class E will receive or retain any property under the Plan, the Plan is fair and equitable with respect to Class E, Mr. Dorsey states. Section 1129(b) is satisfied, he maintains. Voting Results Details Section 1129(a)(8) requires that each class of claims or interests under a plan has either accepted the plan or not be impaired under the plan. If at least one class of impaired claims or interests accepts the plan, the plan can still be confirmed under Section 1129(b)(1)'s "cramdown" provision. The firm Parker, Hudson, Rainer & Dobbs LLP, in Atlanta, Georgia, was authorized to receive, analyze, and tabulate all Ballots from each holder of a claim or interest in the voting classes under the Plan. Tyronia M. Morrison, Esq., was assigned to collect the Ballots on behalf of PHRD. A total of 738 solicitation packages were sent to the Unsecured Creditors class, and one solicitation package to the Shareholder class. Of the 134 Ballots, aggregating $15,812,653, received by Ms. Morrison, only 118 Ballots, representing 88.06% and $15,786,955 of the Ballots, were acceptable. 16 Ballots were not counted because the Ballots were either not properly completed, did not indicate an acceptance or rejection of the Plan, or stated that there was no claim amount. Class C Unsecured Claims Acceptances No. of Ballots Claim Amount Percent ----------- -------------- ----------- ------- Filed POC 33 470,119 39.45% Ballot Only 39 463,403 38.89% Vesta POC only 7 727,429 2.30% Priority POC Only 37 230,656 19.36% Rejections No. of Ballots Claim Amount Percent ----------- -------------- ----------- ------- From Vesta Fire 1 14,617,007 99.97% Priority POC Only 1 4,038 0.03% In determining the final calculations of the number of accepting creditors and the corresponding dollar amount of claims, the Debtor has applied these conventions: (a) the Debtor has excluded acceptances where the claimants only filed a proof of claim in the Vesta Insurance Group, Inc. bankruptcy case; (b) the Debtor excluded acceptances who only filed a priority claim; (c) the Debtor included acceptances from claimants who filed proofs of claim; and (d) the Debtor included acceptances that only submitted a Ballot, but did not file a proof of claim. The Debtor has filed an objection to the claim of the insider, Vesta Fire Insurance Corporation, and asserts that this rejection ballot should not be considered pursuant to Section 502(a). The other rejection ballot was submitted by a person who only filed a priority claim. As stated in the Plan, priority claimants are deemed to have accepted the Plan and are not entitled to vote. The Debtor submits that all properly considered ballots voted in favor of the Plan; hence, Section 1126(c), which requires acceptance by creditors holding at least two-thirds in amount and more than one-half in number of the allowed claims of the class, has been satisfied: No. of Ballots Claim Amount Percent -------------- ----------- ------- Acceptances 72 933,522 100% Rejections 0 0 0% Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc. (Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding company for a group of insurance companies that primarily offer property insurance in targeted states. Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership III, L.P., filed an involuntary chapter 7 petition against the Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517). The case was converted to a voluntary chapter 11 case on Aug. 8, 2006 (Bankr. N.D. Ala. Case No. 06-02517). Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor. R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, represents the petitioning creditors. In its schedules of assets and liabilities, Vesta listed $14,919,938 in total assets and $214,278,847 in total liabilities. J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that manages the company's numerous insurance subsidiaries and employs the headquarters workers. The Company filed for chapter 11 protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808). Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP, represent the Debtor in its restructuring efforts. In its schedules of assets and liabilities, Gaines listed $19,818,094 in total assets and $16,046,237 in total liabilities. On Aug. 1, 2006, the District Court of Travis County, Texas entered the Order appointing the Texas Commissioner of Insurance as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries: Vesta Fire Insurance Corporation; The Shelby Insurance Company; Shelby Casualty Insurance Corporation; Texas Select Lloyds Insurance Company; and Select Insurance Services, Inc. (Vesta Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). VESTA INSURANCE: Gaines Names Three Plan Committee Members ---------------------------------------------------------- J. Gordon Gaines, Inc., an affiliate of Vesta Insurance Group, informs the U.S. Bankruptcy Court for the Northern District of Alabama that the members of the Plan Committee upon confirmation of its Second Amended Chapter 11 Plan of Liquidation are: (1) Bob Kent Aviation Services Group, Inc. 4243 East Lake Boulevard Birmingham, Alabama 35217 (2) Jim Wolfe Reliable Reports of Texas, Inc. d/b/a Reliable Reports, Inc. 1111 Briarcrest Drive, Suite 300 Bryan, Texas 77802 (3) Tom Zavala Zavala & Larson 821 Ravine Road Signal Mountain, Tennessee 37377 Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc. (Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding company for a group of insurance companies that primarily offer property insurance in targeted states. Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership III, L.P., filed an involuntary chapter 7 petition against the Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517). The case was converted to a voluntary chapter 11 case on Aug. 8, 2006 (Bankr. N.D. Ala. Case No. 06-02517). Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor. R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, represents the petitioning creditors. In its schedules of assets and liabilities, Vesta listed $14,919,938 in total assets and $214,278,847 in total liabilities. J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that manages the company's numerous insurance subsidiaries and employs the headquarters workers. The Company filed for chapter 11 protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808). Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP, represent the Debtor in its restructuring efforts. In its schedules of assets and liabilities, Gaines listed $19,818,094 in total assets and $16,046,237 in total liabilities. On Aug. 1, 2006, the District Court of Travis County, Texas entered the Order appointing the Texas Commissioner of Insurance as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries: Vesta Fire Insurance Corporation; The Shelby Insurance Company; Shelby Casualty Insurance Corporation; Texas Select Lloyds Insurance Company; and Select Insurance Services, Inc. (Vesta Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). WACHOVIA BANK: S&P Holds Low-B Ratings on Class J to O Certs. ------------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on six classes of commercial mortgage pass-through certificates from Wachovia Bank Commercial Mortgage Trust's series 2003-C8. Concurrently, ratings were affirmed on 13 other classes from the same transaction. The raised and affirmed ratings reflect credit enhancement levels that adequately support the raised and affirmed ratings. As of November 2006, the collateral pool consisted of 52 mortgage loan exposures with an aggregate in-trust principal balance of $931.2 million, compared with 53 loan exposures totaling $974.2 million at issuance. The master servicer, Wachovia Securities, provided 2005 net cash flow debt service coverage (DSC) figures for 95% of the pool. Based on this information, Standard & Poor's calculated a weighted-average DSC of 1.92x, up slightly from 1.83x at issuance. The 11th-largest loan has been defeased. All of the loans in the collateral pool are current. The servicer's watchlist contains eight loans with an aggregate outstanding balance of $93.0 million. The pool exhibits geographic concentration with three states representing 38% of the pool balance. The trust has not experienced any losses to date. The top 10 loan exposures consist of nine loans and one cross-collateralized loan grouping with an aggregate outstanding balance of $623.9 million. The weighted average DSC for the top 10 loan exposures is 1.93x, up from 1.86x at issuance. Standard & Poor's reviewed property inspections performed over the past year, provided by Wachovia for all of the top 10 loan exposures and all were characterized as "good" or "excellent." However, there is borrower concentration with three of the top 10 loan exposures. These exposures represent 25% of the pool balance and have a common sponsor, General Growth Properties Inc. Six of the top 10 loan exposures exhibited investment-grade credit characteristics at issuance, and continue to do so. The collateral properties for these six loans have maintained high occupancy levels since issuance. Details of these loans include : -- The largest loan exposure in the pool, which consists of a $123.2 million whole loan, is secured by the leasehold interest in 408,000 sq. ft. of in-line space at the Tucson Mall, a 1.3 million-sq.-ft. retail shopping mall in Tucson, Arizona. Operating performance has improved since issuance, evidenced by an increase in DSC to 2.11x as of Dec. 31, 2005, from 1.96x at issuance; -- The third-largest loan exposure, which consists of an in- trust $82 million A note, is secured by the fee interest in 909,000 sq. ft. of space at the Meridian Mall, a 967,000 sq. ft. regional mall in Okemos, Michigan. There is a $7 million B note held outside the trust. Operating performance has been stable DSC was 1.89x as of Dec. 31, 2005, compared with 1.87x at issuance; -- The fourth-largest loan exposure is a $62.8 million pari passu A note that is secured by the fee interest in 983,000 sq. ft. of the Park City Center, a 1.4 million-sq.-ft. regional mall in Lancaster, Pennsylvaia. The other pari passu A note is held in Wachovia Bank Commercial Mortgage Trust's series 2003-C9. Operating performance has improved slightly, with DSC increasing to 2.04x as of Dec. 31, 2005, from 1.97x at issuance; -- The fifth-largest loan exposure is a $54.5 million whole loan that is secured by the fee and leasehold interests in the Four Seasons Hotel in Chicago. While revenue per available room at the hotel had increased by 25% since issuance, DSC had declined to 2.16x as of Dec. 31, 2005, from 2.42x at issuance due to higher operating expenses; -- The sixth-largest loan exposure, which consists of a $53.1 million whole loan , is secured by the fee interest in 568,000 sq. ft. of the Parkdale Mall, a 1.3 million-sq.-ft. regional mall in Beaumont, Texas. Operating performance has improved, as DSC was 2.20x as of Dec. 31, 2005, up from 1.88x at issuance; and, -- The seventh-largest loan exposure, which consists of a $49.6 million pari passu A note, is secured by the fee interest in 938,000 sq. ft. of a 1.4 million-sq.-ft. regional mall in Jacksonville, Florida. The other pari passu A note is held in Wachovia Bank Commercial Mortgage Trust's series 2003-C7. Operating performance has remained relatively stable. DSC was 2.31x as of Dec. 31, 2005, compared with 2.39x at issuance. Standard & Poor's stressed various loans with credit issues as part of its pool analysis, paying close attention to the loans on the watchlist. The resultant credit enhancement levels support the raised and affirmed ratings. Ratings Raised Wachovia Bank Commercial Mortgage Trust Commercial Mortgage Pass-Thru Certificates Series 2003-C8 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ B AA+ AA 14.91% C AA AA- 13.47% D AA- A 10.46% E A+ A- 9.02% F A- BBB+ 7.32% G BBB+ BBB 6.02% Ratings Affirmed Wachovia Bank Commercial Mortgage Trust Commercial Mortgage Pass-Thru Certificates Series 2003-C8 Class Rating Credit enhancement ----- ------ ------------------ A-1 AAA 18.05% A-2 AAA 18.05% A-3 AAA 18.05% A-4 AAA 18.05% H BBB- 4.32% J BB+ 3.53% K BB 2.88% L BB- 2.35% M B+ 2.09% N B 1.57% O B- 1.31 X-C AAA N/A X-P AAA N/A N/A - Not applicable. WARNER MUSIC: Appoints Richard Blackstone as Senior Advisor to CEO ------------------------------------------------------------------ Warner Music Group disclosed that Richard Blackstone, chairman and chief executive officer of Warner/Chappell Music, will move from his position and take the new role of senior advisor to Edgar Bronfman, Jr., chairman and chief executive officer, effective Jan. 3, 2007. In his new position, Mr. Blackstone will focus on music publishing matters related to strategic acquisitions, international licensing initiatives and global expansion. Prior to joining WMG in 2005, Mr. Blackstone was president of Zomba Music Publishing. David H. Johnson, the company's executive vice president and general counsel will assume the Warner/Chappell chief executive officer position on an interim basis while the company conducts a search for Mr. Blackstone's permanent successor. During the transition period, Paul Robinson, WMG's senior vice president and deputy general counsel will serve as acting general counsel. "Richard has been an important part of our team," Mr. Bronfman, said. "In the time that he's been here, he's laid the groundwork for renewed growth at Warner/Chappell, implementing the unit's restructuring program, making strategic investments to drive long- term growth, signing artists and forming innovative new publishing ventures. I'm grateful for Richard's numerous contributions and I'm pleased that he will continue to serve the company in this important new capacity." Mr. Johnson joined WMG in 1999 and has considerable experience in a broad range of recorded music and music publishing matters. Prior to WMG, Mr. Johnson spent nine years as senior vice president and general counsel for Sony Music Entertainment. He also held several posts at CBS, including head of business affairs for the company's music publishing unit, CBS Songs. Paul Robinson joined WMG's legal department in 1995. Before joining WMG, Mr. Robinson was a partner in the New York City law firm Mayer, Katz, Baker, Leibowitz & Roberts. About Warner/Chappell Music Warner/Chappell Music is WMG's music publishing company. The company creates innovative strategies for marketing and promoting its songwriters and their music. About Warner Music Group Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- is a music company that operates through numerous international affiliates and licensees in more than 50 countries. * * * As reported in the Troubled Company Reporter on Nov. 2, 2006, Standard & Poor's Ratings Services raised its long-term corporate credit and senior secured ratings on Warner Music Group Corp. to 'BB-' from 'B+'. At the same time, Standard & Poor's raised its senior subordinated debt rating on WMG to 'B' from 'B-', two notches below the 'BB-' corporate credit rating. S&P said the outlook is stable. Warner Music Group Corp. carries Fitch Ratings' BB- issuer default rating assigned in May 2006. WASHINGTON FIRST: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Washington First LLC 1075 Washington Street Hanover, MA 02339 Bankruptcy Case No.: 06-14595 Chapter 11 Petition Date: December 5, 2006 Court: District of Massachusetts (Boston) Judge: Joan N. Feeney Debtor's Counsel: Gary W. Cruickshank, Esq. 21 Custom House Street, Suite 920 Boston, MA 02110 Tel: (617) 330-1960 Fax: (617) 330-1970 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. WASTE SERVICES: S&P Rates Proposed $245-Million Senior Loan at B ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' bank loan and '1' recovery ratings to Waste Services Inc.'s proposed $245 million senior secured tranche D term loan due 2011. The 'B' bank loan rating is one notch higher than the corporate credit rating. This and the '1' recovery rating indicate a high expectation of full recovery of principal in a payment default. At the same time, Standard & Poor's placed the bank loan and recovery ratings on the company's existing $60 million senior secured revolving credit facility on CreditWatch with positive implications. The company has announced plans to add $100 million in additional term loans, which will be combined with its existing term loans into a new tranche D term loan. Following successful completion of the proposed transaction, the credit facilities will consist of the proposed $245.3 million tranche D term loan due 2011 and an existing $60 million revolving credit facility due 2009. Additionally, upon completion of the proposed financing transaction, Standard & Poor's will raise the bank loan rating on the $60 million revolving credit facility to 'B' from 'B-' and raise the recovery rating to '1' from '3'. At that time, Standard & Poor's will also withdraw all of the ratings on the existing senior secured term loan facilities. All other existing ratings on Waste Services, including the 'B-' corporate credit rating, were affirmed. The rating outlook is positive. After the funding of the new term loan, total adjusted debt will be about $430 million. Standard & Poor's adjusts debt to include capitalized operating leases and asset retirement obligations, on a tax-adjusted basis. Waste Services will use proceeds from the proposed $100 million in additional term loans to acquire a construction and demolition waste landfill from Southwest Land Developers Inc. and all of the outstanding shares of Pro Disposal Inc., and to repay outstanding borrowings under the revolving credit facility at closing. "The ratings reflect Waste Services' highly leveraged financial risk profile, including substantial debt usage; and its vulnerable business risk profile due to an acquisitive growth strategy and modest scale of operations relative to its peers," said Standard & Poor's credit analyst Robyn Shapiro. "These factors are only partially offset by favorable industry characteristics, including high barriers to entry and recession resiliency; some geographic diversity; and the ownership of several permitted, well-positioned, long-lived landfills." With annual sales of about $400 million, Boca Raton, Florida-based Waste Services is a multiregional, integrated solid waste services company, providing collection, transfer, landfill disposal, recycling and other services to commercial, industrial, and residential customers in the U.S. and Canada. WEEKS LANDING: Taps Gerard McHale as Chief Restructuring Officer ---------------------------------------------------------------- Weeks Landing, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Middle District of Florida in Fort Myers for permission to employ Gerard A. McHale and the firm Gerard A. McHale, P.A., as their chief restructuring officer. Gerard McHale is expected to: a. evaluate the liquidity needs of each of the companies and negotiate, if appropriate, the terms of additional DIP financing; b. evaluate each of the investment properties and assist in the development of a specific marketing plan with regard to each; c. negotiate with and verify the financial capacity of all potential buyers and transaction partners, including RCMP Enterprises, LLC; d. represent the companies in dealings and negotiations with creditors; e. advise the Debtors in managing and complying with requirements of the Chapter 11 case; f. perform financial analysis of development plans for any of the properties and assist the debtor in negotiating with lenders, securing additional financing, and meeting custodial and reporting requirements prospectively; and g. assist in the development and implementation of a transaction. Mr. McHale will bill the Debtors $275 per hour for his work. In addition, if the Debtors completed a transaction via a plan of reorganization, sale or other transaction, resulting in the full payment to the holders of allowed administrative, priority, secured, and general unsecured claims, Michele Pessin, the principal of the Debtors, will also pay Mr. McHale a success fee, if: 1) a transaction is completed on or before April 1, 2007, the success fee will equal 20% of the value of any cash or non- cash distribution received from the equity security holders of the company under the transaction; 2) a transaction is completed on or before June 1, 2007, the success fee will equal 15% of the value of any cash or non- cash distribution received from the equity security holders of the company under the transaction; 3) a transaction is completed on or before Aug. 1, 2007, the success fee will equal 10% of the value of any cash or non- cash distribution received from the equity security holders of the company under the transaction. To the best of the Debtor's knowledge, Mr. McHale is a "disinterested person" as that phrase is defined in Section 101(14) of the U.S. bankruptcy code. Headquartered in Bonita Springs, Florida, Weeks Landing, LLC, owns the Weeks Fish Camp. The Debtor and three of its affiliates filed for chapter 11 protection on Apr. 14, 2006 (Bankr. M.D. Fla. Case No. 06-01721). Jordi Guso, Esq., at Berger Singerman, P.A., represents the Debtors in their restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtors' cases. When the Debtors filed for protection from their creditors, they estimated assets and debts between $10 million and $50 million. WEST GWINNETT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: West Gwinnett, LLC 738 E. Victory Drive Savannah, GA 31405 Bankruptcy Case No.: 06-41753 Chapter 11 Petition Date: December 4, 2006 Court: Southern District of Georgia (Savannah) Judge: Lamar W. Davis Jr. Debtor's Counsel: Mark Bulovic, Esq. McCallar Law Firm P.O. Box 9026 Savannah, GA 31412 Tel: (912) 234-1215 Fax: (912) 236-7549 Total Assets: $4,864,000 Total Debts: $4,900,000 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Agent: Capital Advantage Real Property $4,900,000 Finance & Development, Inc. secured value: 1000 William Hilton Pkwy. Hilton Head Island, SC 29928 Brian Crawford 214 W. Henry St. Unknown c/o Capital Advantage Savannah, GA Finance & Development, Inc. Brian Crawford 216 W. Henry St. Unknown c/o Capital Advantage Savannah, GA Finance & Development, Inc. Brian Crawford 214 W. Henry St. Unknown c/o Capital Advantage Savannah, GA Finance & Development, Inc. Brock T. Carter 209 Falligant Ave. Unknown 13 Wicklow Drive Savannah, GA Hilton Head Island, SC 29928 Brock T. Carter 627 E. Victory Dr. Unknown Savannah, GA Brock T. Carter 409 A/B Maupas Unknown Ave., Savannah, GA Brock T. Carter 1212-1220 Unknown Jefferson St. Savannah, GA Brock T. Carter 2304 Reynolds St. Unknown Savannah, GA Brock T. Carter 909-911 East Bank Unknown Ave., Savannah, GA Bruce M. Massey 9585 A/B Whitfield Unknown 3 Bridgetown Road Ave., Savannah, GA Hilton Head Island, SC 29928 Bruce M. Massey 1212-1220 Unknown Jefferson St. Savannah, GA Cale Futures Fund LLC 9585 A/B Whitfield Unknown c/o Capital Advantage Ave., Savannah, GA Finance & Development, Inc. Charles G. & Judith L. 1212-1220 Unknown DeRose Jefferson St. 10 Knots Way Savannah, GA Hilton Head Island, SC 29928 Charles G. DeRose 409 A/B Maupas Unknown Ave., Savannah, GA Charles P. & Joanne M. 627 E. Victory Dr. Unknown DeRose Savannah, GA c/o Capital Advantage Finance & Development, Inc. Charles P. & Joanne 1212-1220 Unknown DeRose Jefferson St. Savannah, GA Claude Gaudette 214 W. Henry St. Unknown 8 Cristo Drive Savannah, GA Hilton Head Island, SC 29926 Claude Gaudette 216 W. Henry St. Unknown Savannah, GA Claude Gaudette 222 W. Henry St. Unknown Savannah, GA WII COMPONENTS: Olympus Deal Prompts Moody's to Review Ratings -------------------------------------------------------------- Moody's Investors Service placed WII Components, Inc. on review for possible downgrade to reflect the report that WII has entered into an agreement to be acquired by Olympus Partners for approximately $295.5 million. Moody's understands that the transaction is scheduled to close in the first quarter of 2007. These ratings have been placed on review: -- Corporate Family Rating, rated B1; -- Probability of Default Ratings, rated B1; and, -- $120 million 10% Senior Notes due 2012, rated B2, LGD4, 65%. WII Components, Inc. is a leading manufacturer of wood cabinet doors, hardwood components, and engineered wood products in the U.S., selling primarily to kitchen and bath cabinet OEM's. Revenues for fiscal year ended 2005 were $260 million. WINN-DIXIE: Four Parties Appeal Plan Confirmation in District Ct. ----------------------------------------------------------------- Liquidity Solutions Inc. and the E&A Landlords ask the U.S. District Court for the Middle District of Florida to review whether the Florida Middle District Bankruptcy Court erred in: (1) confirming the Joint Plan of Reorganization of Winn-Dixie Stores Inc. and its affiliated Debtors; (2) overruling the confirmation objections filed by the Appellants and the similarly situated creditors; (3) determining that the Reorganized Debtors met their burden of establishing all elements of Section 1129(a) of the Bankruptcy Code; (4) entering a Confirmation Order as the Reorganized Debtors' Plan provides less favorable treatment to the Appellants' Class 13 guaranty claims than it provides to the other claims in Class 13, in violation of Sections 1123(a)(4) and 1129(a)(1); (5) entering a Confirmation Order as the Reorganized Debtors' Plan provides for an improper "deemed consolidation" that inequitably extinguishes the Class 13 guaranty claims held by the Appellants; and (6) finding that the members of the Official Committee of Unsecured Creditors represented the interests of the Appellants in the settlement negotiations that led to the extinguishment of the Appellants' Class 13 guaranty claims. CWCapital Asset Management LLC and ORIX Capital Markets LLC ask the District Court to review whether the Bankruptcy Court erred in: (a) allowing separate classification of creditors with identical legal rights and disparate treatment of those creditors in violation of Sections 1122(a) and 1129(a)(1); (b) approving of a settlement which is not fair and equitable in violation of Rule 9019 of the Federal Rules of Bankruptcy Procedure; and (c) determining that the Debtors met their burden of establishing that their Joint of Plan of Reorganization does not discriminate unfairly pursuant to Section 1129(b)(1). FTC Need More Time to File Statement The Florida Tax Collectors say that the issues they will present in their appeal of the Confirmation Order are intrinsically intertwined with the issues presented in their previously filed requests and objections. To attempt to designate a record and provide a statement of the issues on appeal prior to the Bankruptcy Court's ruling on the outstanding issues relative to the FTC master claim would be premature and would not be in the best interest of judicial economy and justice, Brian T. Hanlon, Esq., of the Office of the Tax Collector in West Palm Beach, Florida, maintains. Accordingly, the FTC ask the District Court to grant them an extension of time to file the designation of the record and statement of issues on appeal until 10 days after the ruling on the pending requests relating to the FTC master claim. Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc. -- http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates 527 stores in Florida, Alabama, Louisiana, Georgia, and Mississippi. The Company, along with 23 of its U.S. subsidiaries, filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840). D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP, represent the Debtors in their restructuring efforts. Paul P. Huffard at The Blackstone Group, LP, gives financial advisory services to the Debtors. Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B. Macdonald, Esq., at Akerman Senterfitt give legal advice to the Official Committee of Unsecured Creditors. Houlihan Lokey & Zukin Capital gives financial advisory services to the Committee. When the Debtors filed for protection from their creditors, they listed $2,235,557,000 in total assets and $1,870,785,000 in total debts. The Honorable Jerry A. Funk confirmed Winn-Dixie's Joint Plan of Reorganization on Nov. 9, 2006. Winn-Dixie emerged from bankruptcy on Nov. 21, 2006. (Winn-Dixie Bankruptcy News, Issue No. 61; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). YEBESHAREG BERHE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Yebeshareg Berhe 16174 South West Oak Court Aloha, OR 97007 Bankruptcy Case No.: 06-33806 Chapter 11 Petition Date: November 30, 2006 Court: District of Oregon (Portland) Judge: Elizabeth L. Perris Debtor's Counsel: Bradley L. Brown, Esq. 12725 SW Millikan Way #260 Beaverton, OR 97005 Tel: (503) 469-1229 Fax: (503) 469-8009 Total Assets: $2,169,900 Total Debts: $1,687,117 Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Ariam Alemseghed $67,000 10923 Debra Ave. Grands Hills, CA 91344 Timar Alem $50,000 15104 57th Pl. W. Edmonds, WA 98026 Adanesh Samiel $35,000 c/o Saba Samiel 73 Kirtland St. Lynn, MA 01905 Chase Manhattan Bank $9,458 Fleet Bank $6,140 City of Portland $6,135 Builders Square $5,407 City of Hillsboro $5,205 Bank of America $1,817 City of Portland $1,772 Multnomah County Business Income Tax $1,730 Multnomah County Circuit Court $1,155 Parr Lumber, Co. $993 Sears National Bank $765 Jim Atwood $742 Oregon Department of Revenue $715 J.C. Penny $258 Private Parking Auditors $175 United Financial Credit $103 US West $86 * Alvarez & Marsal Business Consulting Expands Northeast Presence ----------------------------------------------------------------- Alvarez & Marsal Business Consulting, LLC, an affiliate of the independent, privately-held global professional services firm Alvarez & Marsal, has expanded its Northeast presence with the addition of several supply chain management specialists. Nazzareno Emili has joined as a senior director, Peter J. Brunetti and Conrad Guardiola have joined as directors and Kent Zambelli has joined as a manager. They are based in New York and Philadelphia. "Combined, Nazz, Peter, Conrad and Kent's backgrounds cover every aspect of the supply chain process," said Gary Moran, managing director and head of the New York practice of Alvarez & Marsal Business Consulting. "They are great additions to the depth and breadth of resources we are able to provide companies across industries looking to derive value and boost overall performance." With more than 25 years of combined global industry and consulting experience, Mr. Emili specializes in supply chain operations and business process improvement. He brings significant experience in business unit integration and international operations. Over the course of his career, Mr. Emili has driven improvements across many operating processes, including asset productivity, cost containment and product rationalization. As a hands-on operations executive with broad cross-functional experience, he has served clients in the automotive, manufacturing, financial services, retail and consumer goods industry sectors. Prior to joining A&M, Mr. Emili was a director with the Business Consulting team of SAP. Previously, he worked with the Performance Improvement Practice of PricewaterhouseCoopers, and the International Operations Strategy team of A. T. Kearney. Mr. Emili holds a bachelor's degree from Pennsylvania State University and master's degree from Drexel University. Bringing more than 15 years of industry experience, Mr. Brunetti specializes in supply chain management, business process improvement and organizational design for the medical device, pharmaceutical and healthcare industry segments. In turnaround situations, he focuses on human resource management and effectively translating technical business requirements into understandable communications from the shop-floor to the top- floor. Throughout the course of his career, Mr. Brunetti has led global organizations within regulatory-controlled operations, with success in such areas as lean manufacturing, business process engineering, sales and operations planning, asset reconfiguration, shop-floor and materials management, and large program management including complex supply chain systems solutions. Prior to joining A&M, Mr. Brunetti was a director with the Global Supply Chain department of Ethicon, a Johnson & Johnson Company. He earned a bachelor's of engineering degree in engineering management and a master's degree in technology management from Stevens Institute of Technology. Mr. Brunetti has been a guest speaker at the Center for Supply Chain Management at Rutgers Business School, and for the Council of Supply Chain Management Professionals at local and national conventions. With 15 years of industry and professional service experience, Mr. Guardiola focuses on business transformation and operations process improvement, enterprise software system strategy, supply chain management, and inventory management. He has assisted clients across a variety of industries, including pharmaceutical, biotechnology, chemicals, manufacturing, and consumer business. Prior to joining A&M, Mr. Guardiola was a senior manager with Deloitte Consulting. Previously, he worked as a manager with the Business Consulting practice of Arthur Andersen, specializing in supply chain and operations improvement, and, earlier, served as a production/process engineer for a Fortune 100 Chemical Company. Mr. Guardiola earned a bachelor's degree in chemical engineering from Rutgers University and a master's degree in business administration from Duke University, Fuqua School of Business. He is a member of the American Production & Inventory Control Society, and is certified in demand flow technology by John Costanza Institute of Technology. Bringing more than 15 years of experience, Mr. Zambelli focuses on performance assessment and supply chain diagnostics. Currently, he serves as interim Senior Vice President of Supply Chain for a privately held consumer durables company. Prior to joining A&M, Mr. Zambelli held a number of key operations and finance leadership positions in the consumer products industry with George Weston Bakeries and Unilever-Bestfoods. He holds a bachelor's degree in industrial engineering from Lehigh University and a master's degree in business administration, with a concentration in finance, from the University of Connecticut. Alvarez & Marsal Business Consulting, LLC For more than 20 years, Alvarez & Marsal has set the standard for working with organizations to solve complex problems, boost performance and maximize value for stakeholders. Alvarez & Marsal Business Consulting, LLC works closely with both high-performing and under-performing organizations to improve businesses processes - efficiently, economically and without disruption. Unlike traditional advisory firms, Alvarez & Marsal Business Consulting goes beyond strategy recommendations and works closely with clients as an extension of executive management teams to implement action plans and create positive change. With a team of professionals that excels in helping to drive process improvement and value creation, A&M Business Consulting offers: Strategy and Corporate Solutions; Information Technology Solutions; Finance Solutions; Human Resources Solutions; Customer and Channel Solutions and Outsourcing Advisory Services. About Alvarez & Marsal Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a leading global professional services firm with expertise in guiding underperforming companies and public sector entities through complex operational, financial and organizational challenges. The firm excels in problem solving and value creation, and brings a bias toward executing solutions with a distinctive hands-on approach to serving clients, management and stakeholders. Founded in 1983, Alvarez & Marsal draws on its strong operational heritage to provide specialized services, including Turnaround and Management Advisory, Crisis and Interim Management, Performance Improvement, Creditor Advisory Services, Corporate Finance, Dispute Analysis and Forensics, Tax Advisory, Business Consulting, Real Estate Advisory and Transaction Advisory. A network of experienced professionals in locations across the U.S., Europe, Asia and Latin America, enables the firm to deliver on its proven reputation for leadership, problem solving and value creation. * K. Prins Joins AlixPartners as Managing Director in Los Angeles ----------------------------------------------------------------- AlixPartners, the international corporate turnaround, performance improvement and financial advisory firm, disclosed the addition of Kevin Prins as a managing director in its Los Angeles office. Mr. Prins has over 20 years of experience in litigation consulting. He has testified in trials, in binding arbitrations, mediations, and before retired settlement judges. He has had his analyses accepted and affirmed by these tribunals as well as special masters appointed by the courts. In addition to his testimony roles, he has also been retained as an independent arbitrator, as well as a court appointed special master. Mr. Prins provides analyses relating to contract claims, cost overruns, delay and disruption, alleged fraudulent activities, lost profits and lost royalties, breach of contract, business interruption, business valuation, professional malpractice, personal injury, wrongful termination, and numerous other analyses to clients in industries such as defense, public contracts, entertainment, finance and banking, health care, real estate, utilities and a variety of manufacturing concerns. Prior to joining AlixPartners, he chaired the Litigation Consulting practice at Moss Adams, LLP. He holds a Bachelor of Business Administration from Grand Valley State College and a Master of Business Administration from Arizona State University. MORE "We are pleased that Kevin has joined the firm," said Michael Grindfors, Chief Executive Officer of AlixPartners. "He is a highly skilled financial analyst, and he demonstrates technical excellence and creativity in applying financial concepts to the facts and in developing models to calculate the impact of specific actions on his clients. His work has helped counsel obtain many significant awards and recoveries for their clients." About AlixPartners AlixPartners -- http://www.alixpartners.com/-- is a global performance improvement, corporate turnaround and financial advisory services firm. The AlixPartners' "one-stop-shop" suite of services range from operational performance improvement and financial restructuring across all major corporate disciplines (manufacturing, supply chain, IT, sales and marketing, etc.), to financial advisory services (including financial reporting, corporate governance and investigations) to technology-enabled restructuring and claims management. Headquartered in metropolitan Southfield, Michigan, the firm has more than 500 employees, and has offices in Chicago, Dallas, Detroit, D�sseldorf, London, Los Angeles, Milan, Munich, New York, Paris, San Francisco and Tokyo. * Stan Speer Joins A&M as Managing Director in Los Angeles ---------------------------------------------------------- Alvarez & Marsal, a leading independent, global professional services firm specializing in turnaround management consulting, announced that seasoned restructuring industry professional Stan Speer has joined as a managing director. He is based in Los Angeles. Bringing more than 24 years of experience as a public company CFO and financial advisor to both debtors and creditors, Mr. Speer specializes in advising and assisting boards of directors, investment groups, management groups and lenders in a wide range of turnaround, restructuring and reorganization situations. Over the course of his career, Mr. Speer has been involved in all aspects of the reorganization process, including formulating and evaluating business plans, performance improvement and capital structure; developing turnaround strategies; preparing forecast models, location/customer/product line/business segment profitability analyses, business and asset valuations and short- and long-term cash plans. "Stan not only has a stellar reputation in the Los Angeles financial and business community, but also brings a unique and valuable mix of both industry and consulting-side experience," said Bill Kosturos, managing director and West Region co-head of Alvarez & Marsal. "Stan exemplifies the senior experience we bring to our clients in under-performing or distressed situations, and is an important addition to the team." Prior to joining A&M, Mr. Speer spent 10 years as CFO for publicly held Cadiz Inc., a real estate and water resource management company and its subsidiary, Sun World International, a fully- integrated agricultural company. Mr. Speer successfully managed Sun World through a Chapter 11 restructuring and sale process. Prior to Cadiz, Mr. Speer was a partner with Coopers & Lybrand. Mr. Speer earned a bachelor's degree in business administration from the University of Southern California. He holds certifications as a Certified Public Accountant and a Certified Insolvency and Restructuring Advisor, is a member of the Financial Executives Institute, and is a past board member of the Association of Insolvency and Restructuring Advisors. About Alvarez & Marsal Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a leading global professional services firm with expertise in guiding underperforming companies and public sector entities through complex operational, financial and organizational challenges. The firm excels in problem solving and value creation, and brings a bias toward executing solutions with a distinctive hands-on approach to serving clients, management and stakeholders. Founded in 1983, Alvarez & Marsal draws on its strong operational heritage to provide specialized services, including Turnaround and Management Advisory, Crisis and Interim Management, Performance Improvement, Creditor Advisory Services, Corporate Finance, Dispute Analysis and Forensics, Tax Advisory, Business Consulting, Real Estate Advisory and Transaction Advisory. A network of experienced professionals in locations across the U.S., Europe, Asia and Latin America, enables the firm to deliver on its proven reputation for leadership, problem solving and value creation. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- January 11, 2007 BEARD AUDIO CONFERENCES Diagnosing Problems in Troubled Companies: Evaluating Turnaround Potential and Establishing the Basis for Actionable, Achievable Solutions Contact: 240-629-3300 or http://www.beardaudioconferences.com January 11, 2007 TURNAROUND MANAGEMENT ASSOCIATION Lender's Panel University Club, Jacksonville, FL Contact: http://www.turnaround.org/ January 12, 2007 TURNAROUND MANAGEMENT ASSOCIATION Annual Lender's Panel Breakfast Westin Buckhead, Atlanta, GA Contact: http://www.turnaround.org/ January 17, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner Getting the Focus on Operations During a Restructuring Marriott North, Fort Lauderdale, FL Contact: www.turnaround.org January 17, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South FL Contact: 561-882-1331 or http://www.turnaround.org/ January 17-19, 2007 TURNAROUND MANAGEMENT ASSOCIATION Distressed Investing Conference Wynn, Las Vegas, NV Contact: http://www.turnaround.org/ January 19-21, 2007 AMERICAN BANKRUPTCY INSTITUTE 3rd Annual Corporate Restructuring Competition Kellogg School of Management, Chicago, IL Contact: http://www.abiworld.org/ January 23, 2007 TURNAROUND MANAGEMENT ASSOCIATION 2007 Outlook on Healthcare Restructuring Center Club, Baltmore, MD Contact: http://www.turnaround.org/ February 8-11, 2007 TURNAROUND MANAGEMENT ASSOCIATION Certified Turnaround Professional (CTP) Training NY/NJ Contact: http://www.turnaround.org/ February 22, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA PowerPlay - Atlanta Thrashers Philips Arena, Atlanta, GA Contact: 678-795-8103 or http://www.turnaround.org/ January 24, 2007 TURNAROUND MANAGEMENT ASSOCIATION Year 2007 Kick-Off Party Oak Hill Country Club, Rochester, NY Contact: 716-440-6615 or http://www.turnaround.org/ January 25-27, 2007 AMERICAN BANKRUPTCY INSTITUTE Rocky Mountain Bankruptcy Conference Hyatt Regency, Denver, CO Contact: 1-703-739-0800; http://www.abiworld.org/ January 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION Men's College Basketball & Networking Wachovia Center, Philadelphia, PA Contact: 215-657-5551 or http://www.turnaround.org/ January 30-31, 2007 EUROMONEY INSTITUTIONAL INVESTOR Korea Securitisation and Structured Credit Summit JW Marriott Hotel, Seoul, South Korea Contact: http://www.euromoneyplc.com/ January 31 - February 1, 2007 EUROMONEY INSTITUTIONAL INVESTOR Asia M&A Forum Island Shangri-La, Hong Kong Contact: http://www.euromoneyplc.com/ February 5, 2007 STRATEGIC RESEARCH INSTITUTE 3rd Annual Tranche B & 2nd Lien Financing Summit Scottsdale, AZ Contact: http://www.srinstitute.com/ February 8-9, 2007 EUROMONEY CONFERENCES 2nd Philippines Investment Conference Cebu Convention Center, Cebu, Philippines Contact: http://www.euromoneyplc.com/ February 8-9, 2007 EUROMONEY Leveraged Finance Asia JW Marriott Hong Kong Contact: http://www.euromoneyplc.com/ February 15, 2007 TURNAROUND MANAGEMENT ASSOCIATION Men's College Basketball & Networking Wachovia Center, Philadelphia, PA Contact: 215-657-5551 or http://www.turnaround.org/ February 16, 2007 TURNAROUND MANAGEMENT ASSOCIATION Wharton Restructuring Conference The Wharton School Philadelphia, PA Contact: http://www.turnaround.org/ February 21-22, 2007 EUROMONEY Euromoney Pakistan Conference Perceptions & Realities Marriott Hotel, Islamabad, Pakistan Contact: http://www.euromoneyplc.com/ February 22, 2007 EUROMONEY 2nd Annual Euromoney Japan Forex Forum Mandarin Oriental, Tokyo, Japan Contact: http://www.euromoneyplc.com/ February 25-26, 2007 NORTON INSTITUTES Norton Bankruptcy Litigation Institute Marriott Park City, UT Contact: http://www2.nortoninstitutes.org/ February 27, 2007 TURNAROUND MANAGEMENT ASSOCIATION Devil Rays Turnaround Centre Club, Tampa, FL Contact: http://www.turnaround.org/ February 27-28, 2007 EUROMONEY INSTITUTIONAL INVESTOR 5th Annual Corporate Restructuring Summit Sheraton Park Lane Hotel, London, UK Contact: http://www.euromoneyplc.com/ February 2007 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium San Juan, Puerto Rico Contact: 1-703-739-0800; http://www.abiworld.org/ March 1, 2007 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts for Young Practitioners - West Regency Beverly Wilshire, Los Angeles, CA Contact: http://www.abiworld.org/ March 2, 2007 AMERICAN BANKRUPTCY INSTITUTE 15th Annual Bankruptcy Battleground West Regency Beverly Wilshire, Los Angeles, CA Contact: http://www.abiworld.org/ March 15, 2007 TURNAROUND MANAGEMENT ASSOCIATION Martini Madness Cocktail Reception with Geraldine Ferraro Westin Buckhead, Atlanta, GA Contact: 678-795-8103 or http://www.turnaround.org/ March 15-18, 2007 NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES NABT Spring Seminar Ritz-Carlton Buckhead, Atlanta, GA Contact: http://www.NABT.com/ March 18-21, 2007 INSOL Annual Europe, Africa & Middle East Conference Cape Town, South Africa Contact: http://www.insol.org/CapeTown07/ March 21, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South FL Contact: 561-882-1331 or http://www.turnaround.org/ March 21-22, 2007 EUROMONEY 2nd Annual Vietnam Investment Forum Melia, Hanoi, Vietnam Contact: http://www.euromoneyplc.com/ March 21-22, 2007 EUROMONEY Euromoney Indian Financial Market Congress Grand Hyatt, Mumbai, India Contact: http://www.euromoneyplc.com/ March 22-23, 2007 EUROMONEY INSTITUTIONAL INVESTOR Euromoney Indonesian Financial Markets Congress Bali, Indonesia Contact: http://www.euromoneyplc.com/ March 27, 2007 TURNAROUND MANAGEMENT ASSOCIATION "The Six Keys of Sustained Profitable Growth" Rodney Page, Senior Partner of Blue Springs Partners Citrus Club, Orlando, FL Contact: http://www.turnaround.org/ March 27-31, 2007 TURNAROUND MANAGEMENT ASSOCIATION Spring Conference Four Seasons Las Colinas, Dallas, Texas Contact: http://www.turnaround.org/ March 29-31, 2007 ALI-ABA Chapter 11 Business Reorganizations Scottsdale, Arizona Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/ April 11-15, 2007 AMERICAN BANKRUPTCY INSTITUTE ABI Annual Spring Meeting J.W. Marriott, Washington, DC Contact: 1-703-739-0800; http://www.abiworld.org/ April 12, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon University Club, Jacksonville, FL Contact: 561-882-1331 or http://www.turnaround.org/ April 12, 2007 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts for Young Practitioners - East JW Marriott, Washington, DC Contact: http://www.abiworld.org/ April 20, 2007 TURNAROUND MANAGEMENT ASSOCIATION Breakfast meeting with Chapter President, Bruce Sim Westin Buckhead, Atlanta, GA Contact: 678-795-8103 or http://www.turnaround.org/ April 24, 2007 TURNAROUND MANAGEMENT ASSOCIATION "Why Prospects Become Clients" Mark Fitzgerald, President of Sales Training Institute Inc Centre Club, Tampa, FL Contact: http://www.turnaround.org/ April 26-27, 2007 TURNAROUND MANAGEMENT ASSOCIATION 1st Annual Credit & Bankruptcy Symposium Mohegan Sun, Uncasville, CT Contact: http://www.turnaround.org/ April 26-28, 2007 ALI-ABA Fundamentals of Bankruptcy Law Philadelphia, PA Contact: http://www.ali-aba.org April 29 - May 1, 2007 INTERNATIONAL BAR ASSOCIATION International Insolvency Conference Zurich, Switzerland Contact: http://www.ibanet.org/ May 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Annual TMA Atlanta Golf Outing White Columns, Atlanta, GA Contact: 678-795-8103 or http://www.turnaround.org/ May 4, 2007 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts for Young Practitioners - NYC Alexander Hamilton US Custom House, SDNY New York, NY Contact: http://www.abiworld.org/ May 7, 2007 AMERICAN BANKRUPTCY INSTITUTE 9th Annual New York City Bankruptcy Conference Millennium Broadway Hotel & Conference Center New York, NY Contact: http://www.abiworld.org/ May 16, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South FL Contact: 561-882-1331 or http://www.turnaround.org/ June 6-8, 2007 TURNAROUND MANAGEMENT ASSOCIATION 5th Annual Mid-Atlantic Regional Symposium Borgata Hotel Casino & Spa, Atlantic City, NJ Contact: http://www.turnaround.org/ June 6-9, 2007 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 23rd Annual Bankruptcy & Restructuring Conference Westin River North, Chicago, Illinois Contact: http://www.airacira.org/ June 14-17, 2007 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ June 28 - July 1, 2007 NORTON INSTITUTES Norton Bankruptcy Litigation Institute Jackson Lake Lodge, Jackson Hole, WY Contact: http://www2.nortoninstitutes.org/ July 12, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon University Club, Jacksonville, FL Contact: 561-882-1331 or www.turnaround.org July 12-15, 2007 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Marriott, Newport, RI Contact: 1-703-739-0800; http://www.abiworld.org/ July 18, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South FL Contact: 561-882-1331 or http://www.turnaround.org/ July 25-28, 2007 AMERICAN BANKRUPTCY INSTITUTE 12th Annual Southeast Bankruptcy Workshop The Sanctuary, Kiawah Island, SC Contact: http://www.abiworld.org/ August 9-11, 2007 AMERICAN BANKRUPTCY INSTITUTE 3rd Annual Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay Cambridge, MD Contact: http://www.abiworld.org/ September 6-8, 2007 AMERICAN BANKRUPTCY INSTITUTE 15th Annual Southwest Bankruptcy Conference Four Seasons Las Vegas, NV Contact: http://www.abiworld.org/ September 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South FL Contact: 561-882-1331 or http://www.turnaround.org/ October 10-13, 2007 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Orlando, Florida Contact: http://www.ncbj.org/ October 11, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon University Club, Jacksonville, FL Contact: 561-882-1331 or http://www.turnaround.org/ October 16-19, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Copley Place, Boston, Massachusetts Contact: 312-578-6900; http://www.turnaround.org/ October 30, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon Centre Club, Tampa, FL Contact: 561-882-1331 or http://www.turnaround.org/ December 6-8, 2007 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Westin Mission Hills Resort, Rancho Mirage, California Contact: 1-703-739-0800; http://www.abiworld.org/ December 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South FL Contact: 561-882-1331 or http://www.turnaround.org/ TBA 2008 INSOL Annual Pan Pacific Rim Conference Shanghai, China Contact: http://www.insol.org/ January 10, 2008 TURNAROUND MANAGEMENT ASSOCIATION Luncheon University Club, Jacksonville, FL March 25-29, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Ritz Carlton Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ April 3-6, 2008 AMERICAN BANKRUPTCY INSTITUTE 26th Annual Spring Meeting The Renaissance, Washington, DC Contact: http://www.abiworld.org/ June 4-7, 2008 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 24th Annual Bankruptcy & Restructuring Conference JW Marriott Spa and Resort, Las Vegas, NV Contact: http://www.airacira.org/ June 12-14, 2008 AMERICAN BANKRUPTCY INSTITUTE 15th Annual Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, MI Contact: http://www.abiworld.org/ August 16-19, 2008 AMERICAN BANKRUPTCY INSTITUTE 13th Annual Southeast Bankruptcy Workshop Ritz-Carlton, Amelia Island, FL Contact: http://www.abiworld.org/ September 24-27, 2008 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Scottsdale, Arizona Contact: http://www.ncbj.org/ October 28-31, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Copley Place, Boston, Massachusetts Contact: 312-578-6900; http://www.turnaround.org/ December 4-6, 2008 AMERICAN BANKRUPTCY INSTITUTE 20th Annual Winter Leadership Conference Westin La Paloma Resort & Spa Tucson, AZ Contact: http://www.abiworld.org/ June 21-24, 2009 INSOL 8th International World Congress TBA Contact: http://www.insol.org/ October 5-9, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Desert Ridge, Phoenix, Arizona Contact: 312-578-6900; http://www.turnaround.org/ 2009 (TBA) NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Las Vegas, Nevada Contact: http://www.ncbj.org/ October 4-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ 2010 (TBA) NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges New Orleans, Louisiana Contact: http://www.ncbj.org/ BEARD AUDIO CONFERENCES Coming Changes in Small Business Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Real Estate under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES High-Yield Opportunities in Distressed Investing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Fundamentals of Corporate Bankruptcy and Restructuring Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Reverse Mergers - the New IPO? Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Dana's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Employee Benefits and Executive Compensation under the New Code Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Validating Distressed Security Portfolios: Year-End Price Validation and Risk Assessment Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changing Roles & Responsibilities of Creditors' Committees Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Calpine's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Healthcare Bankruptcy Reforms Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changes to Cross-Border Insolvencies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES The Emerging Role of Corporate Compliance Panels Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com BEARD AUDIO CONFERENCES Privacy Rights, Protections & Pitfalls in Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com BEARD AUDIO CONFERENCES High-Yield Opportunities in Distressed Investing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com BEARD AUDIO CONFERENCES BAPCPA One Year On: Lessons Learned and Outlook Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Calpine's Chapter 11 Filing Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Changes to Cross-Border Insolvencies Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Changing Roles & Responsibilities of Creditors' Committees Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Clash of the Titans -- Bankruptcy vs. IP Rights Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Coming Changes in Small Business Bankruptcy Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Dana's Chapter 11 Filing Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Deepening Insolvency - Widening Controversy: Current Risks, Latest Decisions Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Distressed Market Opportunities Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Distressed Real Estate under BAPCPA Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Employee Benefits and Executive Compensation under the New Code Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Fundamentals of Corporate Bankruptcy and Restructuring Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Healthcare Bankruptcy Reforms Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES High-Yield Opportunities in Distressed Investing Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Homestead Exemptions under BAPCPA Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Privacy Rights, Protections & Pitfalls in Bankruptcy Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Reverse Mergers-the New IPO? Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Surviving the Digital Deluge: Best Practices in E-Discovery and Records Management for Bankruptcy Practitioners and Litigators Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES Validating Distressed Security Portfolios: Year-End Price Validation and Risk Assessment Contact: http://www.beardaudioconferences.com 240-629-3300 BEARD AUDIO CONFERENCES When Tenants File -- A Landlord's BAPCPA Survival Guide Contact: http://www.beardaudioconferences.com 240-629-3300 The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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. 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. Marie Therese V. Profetana, Robert Max Victor M. Quiblat II, Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A. Chapman, Editors. Copyright 2006. 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 $725 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 ***