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/raid1/www/Hosts/bankrupt/TCR_Public/071024.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, October 24, 2007, Vol. 11, No. 252 Headlines ABRAHAM KRUPP: Case Summary & 20 Largest Unsecured Creditors ADVA-LITE INC: Disclosure Statement Hearing Moved to January 9 AES CORP: May Use Bond Proceeds to Buy 49.99% Brasiliana Stake ALLISON TRANSMISSION: Moody's Junks Rating on $550 Mil. Sr. Notes AMERIRESOURCE TECH: Completes Sale of 90% Green Endeavors Stake ANGIOTECH PHARMA: Lowers 2007 EBITDA Outlook to $50 Million ANGIOTECH PHARMA: S&P Places Ratings Under Negative CreditWatch ARTHUR BELL: Case Summary & Six Largest Unsecured Creditors ASAT HOLDINGS: Regains Nasdaq Listing Compliance AUSTIN HOUSING: Likely Default Cues Moody's to Affirm C Rating AVADO BRANDS: Court Approves Greenberg Traurig as Delaware Counsel AVISTAR COMMS: Sept. 30 Balance Sheet Upside-Down by $6.9 Million BLACKHAWK AUTOMOTIVE: Case Summary & 20 Largest Unsec. Creditors BILL DAVIS TRUCKING: Case Summary & 20 Largest Unsecured Creditors BLUEGREEN CORP: Moody's Rates $10.5 Mil. Class G Notes at Ba2 BOMBAY CO: Gets Court Nod to Sell Bombay Furniture to Benix BUCKEYE TECH: Earns $13.5 Million in First Quarter Ended Sept. 30 CCS INC: Moody's Assigns B2 Rating to Proposed Senior Sec. Loans CCS INC: S&P Assigns 'B+' Corporate Credit Rating CCS MEDICAL: Moody's Lifts Corporate Family Rating to B3 CENTURY 21: Housing Market Woes Prompt Chapter 11 Filing CERIDIAN CORP: Plans to Offer $1.3 Billion Notes CERIDIAN CORP: S&P Assigns 'B' Credit Rating with Neg. Outlook CHARMING SHOPPES: Moody's Puts Ba3 Ratings Under Review CHESAPEAKE SHORES: Court Okays Morris James as Bankruptcy Counsel CHESAPEAKE SHORES: Court Approves Duffy & Atkins as Co-Counsel CHRYSLER LLC: UAW Local 685 Rejects Tentative Labor Agreement COACH INDUSTRIES: Selling Stock Interest to Laurus for $7 Million COLUMBUS HOSPITAL: Moody's Affirms Rating on $26.7MM Bonds at B3 COMPASS MINERALS: Inks $127 Million Incremental Term Loan COOPER COS: Earns $8.1 Million in Third Quarter of FY 2007 CORPORATE BACKED: S&P Holds 'B-' Rating and Removes Pos. Watch CREDIT SUISSE: S&P Junks Rating on 2001-HE17 Class M-2 Certs. DANA CORP.: Gets Go Signal to Begin Soliciting Votes on Plan DANNY ZECK: Owner Plans to Keep Business Going Despite Bankruptcy DB KEY: Philrich Wants Chapter 11 Case Dismissed Over Bad Faith DB KEY: Section 341(a) Creditors Meeting Scheduled Tomorrow DEL LABORATORIES: Moody's Revises Outlook to Stable from Negative DORMITORY AUTHORITY: Moody's Affirms B2 Rating on $97 Mil. Bonds EDISON MISSION: Moody's Affirms Ba3 Corporate Family Rating ELLINGTON LOAN: Moody's Assigns Ba1 Rating to 2007-2 B-4 Certs. ENERGY FUTURE: Fitch Lowers Issuer Default Rating to B from BB+ ENESCO GROUP: Unsecured Creditors to Get 27% Under Amended Plan ENESCO GROUP: Plan Confirmation Hearing Set for November 19 ENGINEERED CARBONS: Auction Sale Scheduled on October 30 EUROPEAN AMERICAN: Section 341(a) Meeting Slated for Thursday FAIRPOINT COMMS: Closes MOU with Unitil and National Grid Units FIDELITY MUTUAL: Gets Final OK for 4th Amended Rehabilitation Plan FOXTONS NORTH: Can Hire Garden City as Claims & Noticing Agent FOXTONS NORTH: Section 341(a) Meeting Scheduled for November 1 FULMER LOGISTICS: Vision Opportunity to Sell Collateral on Nov. 7 GLOBAL HOME: Court Approves Expansion of PwC's Tax Services GOODMAN GLOBAL: Okays $2.65 Billion Hellman & Friedman Deal GOODMAN GLOBAL: $2.65BB Hellman Deal Cues S&P's Negative Watch GOODMAN GLOBAL: Moody's Places Ratings on Negative Watch HARMAN INTERNATIONAL: Inks New Agreement with KKR and GS Capital HARMAN INTERNATIONAL: Terminated Deal Cues S&P's Positive Watch HEXCEL CORP: Earns $17.3 Million in Third Quarter Ended Sept. 30 HOLOGIC INC: Completes $6.2 Billion Cytyc Merger HOLOGIC INC: Arm Commences Offer to Buy Cytyc's 2.25% Sr. Notes HOUGHTON INTERNATIONAL: Signs Merger Pact with AEA Affiliate HSI ASSET: S&P Reinstates Pre-October 19 Ratings on 11 Classes I-5 SOCIAL: Gets Interim OK to Use Bank Lenders' Cash Collateral INDYMAC BANKS: Fitch Lowers Ratings on $265.5 Million Certificates INT'L SHIPHOLDING: Moody's Withdraws Ratings After Debt Payoff IXIS REAL: Fitch Downgrades Ratings on $200.6 Million Certificates JAYS FOODS: U.S. Trustee Appoints Seven-Member Creditors Panel JDA SOFTWARE: Earns $8.3 Million in Third Quarter Ended Sept. 30 JEDI ORIENTAL: Case Summary & Four Largest Unsecured Creditors KORN FAMILY: Court Okays Steinberg Shapiro as Bankruptcy Counsel KORN FAMILY: Judge Tucker Sets December 26 as Claims Bar Date LAND HOLDING: Case Summary & 13 Largest Unsecured Creditors LINSU CORP: Case Summary & 17 Largest Unsecured Creditors LOEHMANN'S CAPITAL: Weak Liquidity Cues Moody's to Junk Rating MIAMI VALLEY: FDIC Sets January 14 as Claims Filing Deadline MOHAMED GHUMRA: Case Summary & Four Largest Unsecured Creditors MOVIE GALLERY: U.S. Trustee Appoints Seven-Member Creditors Panel MOVIE GALLERY: Releases Proposed Restructuring Term Sheet MOVIE GALLERY: Wants to Assume Great American Consulting Agreement MSX INT'L: Strengthens Portfolio with Actuate Business Purchase N-STAR REL: Fitch Affirms All Ratings on 15 Note Classes NEUMANN HOMES: Plans to Seek Chapter 11 Protection NEW CENTURY: Warren H. Smith & Associates Appointed as Fee Auditor NEW CENTURY: Court Gives Examiner Authority to Issue Subpoenas NEW CENTURY: Court Gives Examiner Until Jan. 15 to Submit Report NEXIA HOLDINGS: Completes Purchase 90% Stake in Green Endeavors OBLEBAY NORTON: Moody's May Lift Rating on Carmeuse Deal ORBITAL SCIENCES: Earns $15.7 Million in Quarter Ended Sept. 30 OWENS & MINOR: Earns $21.2 Million in Third Quarter Ended Sept. 30 PITTSBURGH PENGUINS: Settles Mario Lemieux's Claim for $21 Million RADIATION THERAPY: $764MM Company Buyout Cues S&P's Neg. Watch RADIATION THERAPY: Acquisition Cues Moody's to Affirm Ratings REGINALD WALKER: Case Summary & Six Largest Unsecured Creditors RESIDENTIAL ASSET: Fitch Cuts Rating on $5.5 Mil. Certificates RESIDENTIAL ASSET: Fitch Lowers Ratings on $177.9 Million Certs. ROSEMARY LAND: Voluntary Chapter 11 Case Summary ROWE COS: RFI Trustee Objects to Third Amended Plan ROYAL CARIBBEAN: Earns $395 Million in Quarter Ended Sept. 30 SECURITIZED ASSET: Fitch Puts Low-B Ratings on Four Certificates SECURITIZED ASSET: Fitch Downgrades Ratings on $16.9MM Certs. SENTINEL MANAGEMENT: Trustee Wants Macquarie as Investment Advisor SENTINEL MANAGEMENT: Trustee Taps ADI for Electronic Discovery SPACEHAB INC: Faces NASDAQ Delisting After Myron Goins Resigns SOLOMON DWEK: Case Summary & 253 Largest Unsecured Creditors STATEN ISLAND: Moody's Affirms B2 Rating on $97 Million Bonds SUNCHASE CAPITAL: Court Okays Saul Ewing as Bankruptcy Counsel SUNNYSIDE ACADEMY: Case Summary & 19 Largest Unsecured Creditors TAUBMAN CENTERS: Sept. 30 Balance Sheet Upside-Down by $16 Million TIC INC: Gets Court's Approval to Hire Stout Farmer as Counsel TIC INC: Court OKs Retention of Wilson Law as Special Counsel TIC INC: Creditors Must File Proofs of Claim by December 31 TRAVIS KNIGHT: Case Summary & Nine Largest Unsecured Creditors TRI VALLEY: Creditors Have Until Nov. 16 to File Address Changes TRIARC COS: Exploring Revised Sale Terms with Deerfield Triarc TRINITY INDUSTRIES: Increases Credit Facility to $425 Million TRINITY INDUSTRIES: Moody's Lifts Corporate Family Rating to Ba1 UNIVERSAL FOOD: Selling Georgia Facility for $6.5 Million US INVESTIGATIONS: S&P Junks Rating on Proposed $290 Mil. Notes WACHOVIA 2006-WHALE: Fitch Holds Low-B Ratings on Three Classes WESTERN OIL: S&P Removes 'BB+' Rating from Positive Watch WICKES INC: Judge Black OKs Disclosure Statement on Chap. 11 Plan WICKES INC: Court Sets December 12 Plan Confirmation Hearing WP EVENFLO: $50 Million Ameda Deal Cues S&P to Revise Outlook WYNN RESORTS: Moody's Puts Corporate Family Rating at Ba3 WYNN RESORTS: Moody's Assigns Ba3 CFR & POD Rating, Stable Outlook XEROX CORP: Earns $254 Million in Quarter Ended September 30 * Fitch Says Bank Rating Actions Globally Limited in 3rd Quarter * S&P Lowers Ratings on 1,413 Classes of U.S. RMBS * S&P Places Ratings on 590 Tranches Under Negative CreditWatch * Beard Audio's Featured Conferences for October 2007 * Upcoming Meetings, Conferences and Seminars ********* ABRAHAM KRUPP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Abraham I. Krup 147-21 68th Avenue Flushing, NY 11367 Bankruptcy Case No.: 07-45679 Chapter 11 Petition Date: October 18, 2007 Court: Eastern District of New York (Brooklyn) Debtor's Counsel: M. David Graubard, Esq. Kera & Graubard 240 Madison Avenue, 7th Floor New York, NY 10016 Tel: (212) 681-1600 Fax: (212) 681-1601 Total Assets: $802,600 Total Debts: $1,323,543 Debtor's list of its 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ American Express S.E. $181,512 c/o Berke & Associates 555 St. Charles Drive, Suite 100 Thousand Oaks, CA 91360 NYS Department of Taxation and Finance $111,084 Bankruptcy Unit P.O. Box 5300 Albany, NY 12205 Cynergy Data $74,440 109-15 14th Avenue College Point, NY 11356 Merchant Cash and Capital $68,239 Westye Group-East, LLC $61,586 Trans First/Merchant Services $44,724 American Express Travel Related Services $29,895 J.P. Morgan Chase Bank $16,811 Washington Mutual $14,535 Missouri Higher Education Loan Authority $9,858 Beneficial $9,169 American Express $4,933 Internal Revenue Service $4,246 Capital One Bank $3,730 Applied Card Bank $2,678 Stuyvesant Fuel Service Corp. $1,844 Capital One $1,456 HSBC Bank $1,107 Capital One $941 Verizon Wireless $802 ADVA-LITE INC: Disclosure Statement Hearing Moved to January 9 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will continue the hearing to Jan. 9, 2008, at 10:00 a.m., to consider the adequacy of the Disclosure Statement explaining Adva-Lite Inc. and its debtor-affiliates' Joint Liquidating Chapter 11 Plan. The hearing will be held in Room No. 5 of the United States Bankruptcy Court, located at 824 Market Street, Fifth Floor in Wilmington, Delaware. The Disclosure Statement hearing started on Aug. 7, 2007. Plan Funding As reported in the Troubled Company Reporter on Sept. 12, 2007, the Debtors reminded the Court that they have completed the sale of substantially all of their assets during their bankruptcy proceedings. The Debtors have also collected various receivables, refunds and deposits. The Debtors anticipated that the cash proceeds from the asset sale, causes of action, including avoidance actions, collection of receivables, refunds and deposits will be available to pay in full all allowed administrative claims, priority tax claims, priority non-tax claims and miscellaneous secured claims against the Debtors. Remaining assets and investments will be collected by the plan administrator pending distribution. Dissolution of Corporate Entities The Debtors related to the Court that as soon as practicable after the effective date of the plan, the plan administrator will take all actions to dissolve each of the post-confirmation debtors under the appropriate laws. The Debtors proposed to the Court that the confirmation order will provide that the post-confirmation debtors will not be required to pay any outstanding or delinquent franchise taxes in order to effectuate dissolution. The Debtors further propose that on the effective date of the plan, all member of the board of directors will be deemed to have resigned and all employment contracts of employees of the Debtors not previously assumed or rejected will be deemed rejected. Treatment of Claims Under the Plan, administrative expense claims, priority tax claims, and claims for statutory fees will be paid in full. Priority Non-Tax Claims and Miscellaneous Secured Claims will also be paid in full. The Secured Claims of the Trivest Parties -- Term loan D-1 and Term Loan D-3 -- will not receive any distribution under the plan. The Trivest Parties' claims will be satisfied in full by the retention of the Trivest Parties' interest in the Payment Rights Agreement agreement dated as of April 25, 2007, and entered into among Corvest SPV LLC, Ableco Holding LLC, the other members of Corvest SPV LLC and the Trivest Parties consisting of Trivest Partners, L.P., Trivest Fund II, Ltd., Trivest Principals Fund II,Ltd., Trivest Equity Partners II, Ltd. Although the Debtors don't agree that the Secured Claims of Xerox Capital Services, LLC, and Dell Financial Services, L.P., pursuant to the Asset Purchase Agreement and Sale Order, the Debtors have assumed and assigned all personal property leases between the Debtors and Xerox and the Debtor and Dell. The Debtors further say that any outstanding cure amount has been paid. The asset purchase agreement pertains to the agreement between Corvest SPV LLC and the Debtors as approved by the Court on April 12, 2007. The secured claims of Pinellas County Tax Collector and Pennsylvania Department of Revenue will be paid in full and in cash. General Unsecured Creditors will receive, in full satisfaction of their claims, unless the holder agrees to accept lesser treatment, a pro rata share from: * the Debtors' General Distribution Fund; * the first $250,000 in cash received by the Trivest Parties regarding the Payment Rights; and * 40% of the Payment Rights received by the Trivest Parties up to an aggregate of $2 million. Inter-company claims will be disallowed pursuant to the Plan. Holders of Subordinated Claims will not receive any distribution under the Plan. Equity interests will be canceled and holders will also not receive anything. A full-text copy of the Debtors' Disclosure Statement is available for free at http://ResearchArchives.com/t/s?2342 A full-text copy of the Debtors' Joint Plan of Liquidation is available for free at http://ResearchArchives.com/t/s?2343 About Adva-Lite Inc. Headquartered in Largo, Fla., Adva-Lite Inc., together with Corvest Promotional Products Inc., and four other affiliates, sought chapter 11 protection on February 28, 2007 (Bankr. D. Del. Lead Case Nos. 07-10264). The four affiliates filing separate chapter 11 petitions are Toppers LLC, CGI Inc., It's All Greek To Me Inc., and Corvest Group Inc. Adva-Lite, It's All Greek, and Toppers are subsidiaries of Corvest Promotional. Adva-Lite manufactures and markets personal lighting gizmos, writing instruments, beverageware, and tools. It's All Greek provides custom plush products. Toppers offers sports bags, totes, luggage, caps, and other business accessories. Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman, P.A., represent the Debtors. Michael R. Nestor, Esq., Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, is the Debtors co-counsel. Houlihan Lokey Howard & Zukin Capital, Inc. serve as financial advisor and investment banker to the Debtors. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. Lowenstein Sandler PC represent the Official Committee of Unsecured Creditors while Reed Smith LLP is the Committee's Delaware counsel. Mahoney Cohen & Company, CPA P.C. is the financial advisor to the Committee. In amended schedules filed with the Court, Adva-Lite disclosed total assets of $7,033,526 and total debts of $48,897,227. AES CORP: May Use Bond Proceeds to Buy 49.99% Brasiliana Stake -------------------------------------------------------------- AES Corp. said in a statement that it could use up to $600 million from the placement of senior unsecured notes to fund the acquisition of a 49.99% stake in Brazilian power holding firm Brasiliana. On Sept. 12, 2007, Banco Nacional de Desenvolvimento Economico e Social SA, along with The AES Corp., hired an independent auditor to appraise Brazilian power holding firm Brasiliana's value. Banco Nacional wants to sell its 49.99% stake in Brasiliana, where AES holds 50.01%. BNamericas relates that AES has the first right to purchase the stake. According to BNamericas, AES priced the private placement of senior unsecured notes consisting of $500 million principal amount of 7.75% senior notes due 2015 and $1.5 billion principal amount of 8% senior notes due 2017. "The company intends to use the net proceeds from the sale of the senior notes primarily to refinance a portion of its recourse debt," AES commented to Bnamericas. BNamericas notes that the placement could help finance AES' investments in these countries: -- Philippines, -- South Africa, and -- Northern Ireland. According to BNamericas, these Brazilian power firms are considering purchasing the stake: -- EDB, -- Cemig, and -- CPFL Energia. About Banco Nacional Banco Nacional de Desenvolvimento Economico e Social is Brazil's national development bank. It provides financing for projects within Brazil and plays a major role in the privatization programs undertaken by the federal government. About AES Corporation Headquartered in Arlington, Virginia, AES Corporation (NYSE: AES) -- http://www.aes.com/-- is a power company is a holding company that through its subsidiaries, operates a portfolio of electricity generation and distribution businesses in 28 countries on five continents. The company's employs 30,000 people. It operates two types of businesses. The distribution business, which it refers to as Utilities and the generation business, where it sells power to wholesale customers, such as utilities or other intermediaries. In addition to its traditional generation and distribution operations, it is also developing an alternative energy business. During the year ended Dec. 31, 2006, it operated in seven segments, which include Latin America Generation, Latin America Utilities, North America Generation, North America Utilities, Europe & Africa Generation, Europe & Africa Utilities and Asia Generation. AES has been in Eastern Europe for over ten years, since it acquired three power plants in Hungary in 1996. Currently, AES has two distribution companies in Ukraine, which serve 1.2 million customers and generation plants in the Czech Republic and Hungary. AES is also the leading company in biomass conversion in Hungary, generating 37% of the nation's total renewable generation in 2004. * * * As reported in the Troubled Company Reporter on Oct. 12, 2007, Moody's Investors Service affirmed The AES Corporation's Corporate Family Rating at B1 and the senior unsecured rating assigned to its new senior unsecured notes offering at B1 following its upsizing to $2 billion from $500 million. Fitch Ratings assigned a 'BB/RR1' rating to AES Corporation's $2 billion issuance of senior unsecured notes maturing 2015 and 2017. AES' long-term Issuer Default Rating is rated 'B+' by Fitch. Fitch said the rating outlook is stable. ALLISON TRANSMISSION: Moody's Junks Rating on $550 Mil. Sr. Notes ---------------------------------------------------------------- Moody's Investors Service assigned a Caa1 (LGD-5, 89%) rating to Allison Transmission, Inc.'s issuance of $550 million of 11-1/4% Senior Toggle Notes due in 2015. At the same time, Moody's affirmed Allison's B2 Corporate Family rating, B1 rating on the company's senior secured bank credit facilities, and stable outlook. The Toggle Notes notes provide Allison with the flexibility beyond the initial interest period to pay interest in cash, to increase the principal amount of the notes or issuing new notes to pay interest (PIK Interest), or 50% in cash and 50% PIK Interest. The Toggle Notes are identical in seniority and maturity and other material matters with Allison's recent issuance of $550 million of 11% cash pay senior unsecured notes due in 2015. Accordingly, the Toggle Notes were assigned the same Caa1 rating as the 11% notes. Combined, the $1.1 billion of unsecured notes completes the permanent refinancing of $1.1 billion of bridge loan facilities used to finance the acquisition of Allison Transmission from General Motors Corporation. Moody's assigned initial Allison ratings on July 18, 2007 and affirmed the rating on the $550 million of 11% cash pay senior unsecured notes on Oct. 4, 2007. Allison Transmission is headquartered in Indianapolis, Indiana, and has five international regional offices: Sliedrecht, The Netherlands; Tokyo, Japan; Beijing, China; Singapore; and Sao Paulo, Brazil. Allison Transmission also has a presence in more than 80 countries, which includes over 1,500 distributors and dealers. This support network provides service and technical support worldwide to the division's 250 OEMs, and the many fleet owners and operators, and end users. Allison Transmission has a workforce of over 4,000 salaried and hourly employees. AMERIRESOURCE TECH: Completes Sale of 90% Green Endeavors Stake --------------------------------------------------------------- Nexia Holdings Inc. has closed on the purchase of 90% of the issued and outstanding stock of Green Endeavors Inc. from AmeriResource Technologies Inc, in exchange for the issuance of 150,000 restricted shares of Nexia's Series C Preferred Stock with a stated value of $5 per share. GRNE holds 13 million shares of BizAuctions Inc. with a market value of approximately $950,000 and convertible debt of $171,000. GRNE is now a majority owned subsidiary of Nexia. Nexia has plans to spin-out its Landis Lifestyle Salon operations into the publicly traded Green Endeavors Inc. "The acquisition of GRNE is a winning situation for all parties," Richard Surber, president of Nexia Holdings Inc., commented. "Existing shareholders of Nexia stand to gain a stock dividend in GRNE directly, which not only immediately adds to shareholder value but provides an incentive for Nexia shareholders to remain long-term holders." "GRNE will be able to supplement the cash needs of our salon operations, while AMRE will be able to streamline its operations and will remain a minority holder in GRNE and Nexia," Mr. Surber continued. "GRNE shareholders will own part of a fast-growing salon operation with ambitious growth plans, which Nexia believes will generate over $2.2 million in gross revenues in 2007." "BZCN shareholders may benefit through entering into a strategic alliance with Nexia's wholly-owned subsidiary Gold Fusion Laboratories Inc., owner of the Black Chandelier retail brand," Mr. Surber added. "The Black Chandelier clothing operation will gain access to a popular channel to sell excess inventory through BZCN's online auction platform." "I am very impressed with Nexia's operations," Delmar Janovec, CEO of AMRE, said. "This transaction should provide significant value to AMRE's shareholders in the form of increasing the value of its remaining GRNE shares as well as being a groundfloor investor in Landis salons and Nexia's newly aligned operations. I have confidence in Richard Surber and his team to grow and create shareholder value for everyone involved." Landis is an independently operated salon that exclusively sells and uses AVEDA(TM) branded products. "Our intention is to use our new public vehicle to roll-up additional salons that sell AVEDA(TM) products, and potentially other environmentally conscious health and beauty companies," Matthew Landis, founder and head stylist of Landis, said. "The explosive growth in organic, natural skin and hair care is a trend taking over the world, and with additional access to capital, we can accelerate our growth. We are considering acquiring numerous established salon operations in the Greater Salt Lake City Area and have discussed creating franchises for the Landis Salon operation that could lead to a national expansion." Richard Surber and his staff are working on a plan which includes: -- refilling of a 15c2-11 to regain GRNE's trading on the Pink Sheets; -- obtaining an Securities and Exchange Commission peer review audit; -- an offering document to raise additional capital under Regulation D; -- the eventual filing of a registration statement with the SEC; and -- distributing stock as a dividend or as a pro-rata spin- off to Nexia shareholders. About Nexia Holdings Inc Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTCBB: NEXH) -- http://www.nexiaholdings.com/-- engages in the acquisition, lease, management, and sale of real estate properties in the continental United States, through its subsidiaries. It operates, owns, or has interests in a portfolio of commercial, industrial, and residential properties. The company's commercial properties comprise Wallace-Bennett Building, and a one-story retail building in Salt Lake City, Utah; and an office building in Kearns, Utah. Its residential property comprises a condominium unit located in close proximity to Brian Head Ski Resort and the surrounding resort town in southern Utah. The company's industrial property includes Parkersburg Terminal in Parkersburg, West Virginia. It also owns parcels of undeveloped land in Utah and Kansas. About AmeriResource Technologies Headquartered in Las Vegas, AmeriResource Technologies Inc. (OTC BB: AMREE.OB) -- http://www.ameriresourcetechnologies.com/-- operates online auction drop-off locations that provide the general public to sell items on eBay. It provides software design and product development for businesses that sells items on eBay. AmeriResource also offers software and hardware system, and self- serve system called Point of Sales, which offers integrated system, including restaurant management tools/menus that offer various reports for inventory and labor control. The company was incorporated in 1989 as KLH Engineering Group Inc. and changed its name to AmeriResource Technologies Inc. in 1996. At June 30, 2007, AmeriResource Technologies Inc.'s consolidated balance sheet showed $1.2 million in total assets and $2.4 million in total liabilities, resulting in a $1.2 million total stockholders' deficit. Going Concern Doubt As reported in the Troubled Company Reporter on May 17, 2007, De Joya Griffith & Company LLP, in Las Vegas, expressed substantial doubt about AmeriResource Technologies Inc.'s ability to continue as a going concern after auditing the company's financial statement as of the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's recurring losses from operations, negative working capital, and negative cash flows from operations. ANGIOTECH PHARMA: Lowers 2007 EBITDA Outlook to $50 Million ----------------------------------------------------------- Angiotech Pharmaceuticals, Inc., disclosed preliminary financial results from the third quarter ended Sept. 30, 2007 and updated its financial outlook for the full year ending Dec. 31, 2007, in conjunction with the release of Boston Scientific Corp.'s third quarter financial results last Oct. 19, 2007. Angiotech will release its complete third quarter financial results, including Management's Discussion and Analysis of Financial Condition and Results of Operations, and hold its third quarter results conference call for analysts and investors, as scheduled on Nov. 1, 2007. Selected preliminary unaudited financial results for the third quarter are: * Total revenues were $68.0 million. * Net product sales were $41.4 million and were derived primarily from sales of the company's various single-use specialty medical devices as well as from sales of medical device components to third parties. * Royalty revenue was $26.6 million and included $24.9 million of royalty revenue derived from sales by Boston Scientific of paclitaxel-eluting coronary stent systems. * Adjusted EBITDA was $7.2 million. Excluding research and development expenses, the significant majority of which are discretionary and relate primarily to our Pharmaceutical Technologies segment, Adjusted EBITDA would be $19.8 million. * Cash and long-term investments were $132.7 million. * Angiotech expects to post a net loss on a GAAP and adjusted basis for the third quarter, pending finalization of certain tax items. With the third quarter results as reported, the company is updating its full year 2007 outlook: * The company is updating its full year 2007 expected royalty revenue range to $118 million to $120 million, based on third quarter paclitaxel-eluting stent sales of $448 million announced by Boston Scientific in its third quarter earnings release and from which the company will derive and record royalty revenue in its fourth quarter of 2007. Boston Scientific disclosed on October 16 that it plans to present a broad range of clinical trial data reinforcing the safety and efficacy of TAXUS(R) coronary stent systems at the upcoming Transcatheter Cardiovascular Therapeutics (TCT 2007) scientific symposium, which runs from October 20 to 25 in Washington, DC. * The company is revising its 2007 medical product sales outlook to a range of $171 million to $173 million, from its previous range of $190 million to $210 million. The company's previous range included expected revenue of $180 million to $190 million from medical products obtained in the acquisition of American Medical Instruments, Inc. and $10 million to $30 million from new product lines. The company expects fourth quarter net medical product sales to be between $42 million and $44 million. * The company's full year 2007 outlook for revenue derived from sales of medical products obtained from AMI is modestly lower as compared to its original expectations as a result of the company's decision to de-emphasize or discontinue certain product lines that were generating limited or negative contribution margins in the second half of 2007. In addition, the company previously announced decision to consolidate certain operations and close our facility in Syracuse, New York, has impacted the shipment and production timing of a limited number of orders for surgical needles. * The company's original full year 2007 outlook for sales revenue derived from certain new product lines was $10 million to $30 million. At the present time the company expects to begin generating more substantial revenue from these sources starting in 2008, rather than in the second half of 2007 as originally expected, as a result of several factors, including: -- Longer regulatory review times than originally expected, primarily for the company's Vascular Wrap(TM) product candidate in the European Union (EU). While the company completed its EU clinical trial and submitted all regulatory filings as planned, review and approval timelines are entirely at the discretion of the regulatory body in the EU, and are not specifically mandated. The company had originally expected this product candidate would be approved for sale by the third quarter of 2007. The company now expects this product candidate, should it receive EU regulatory approval, to be available for sale in first half of 2008; -- An initial "time to first order" of 9 to 12 months, as opposed to the originally forecasted 3 to 6 months, for the company's Quill(TM) SRS product line in the majority of customer accounts. Importantly, the company continues to remain on track to sign up approximately 275 customer accounts by year-end. As of October 2007, the company had signed approximately 230 Quill(TM) SRS customer accounts, including 67 hospitals, 89 clinics and 74 physician offices, as compared to only a small number of ordering accounts and fewer than 10 hospitals as of June 2007. As a result of positive physician reception for the Quill(TM) SRS product launch, the company accelerated its investments in sales and marketing, completed hiring plans ahead of the original schedule, and will continue to invest research and development resources to expand the Quill(TM) SRS product line, with the goal of offering approximately 40 Quill(TM) SRS SKUs by year-end. * The company's full year 2007 outlook for certain expenses, including selling, general and administrative and research and development expenses, remains consistent with ranges as previously communicated, with increases in sales and marketing related expenses as compared to the upper end of the range a possibility. This outlook is inclusive of investments in the second half of 2007 relating to: -- Sales force expansion, product launch and market development initiatives for Quill(TM) SRS and its interventional business; -- Launch preparation activities related to the company's HemoStream(TM) dialysis catheter product line, which recently received regulatory approval one quarter in advance of the original expectations; -- The acceleration of clinical trial activities relating to the Vascular Wrap(TM) product candidate in the U.S.; -- EU product launch and U.S. clinical trial activities relating to the Bio-Seal(TM) lung biopsy product line. * As a result of the revenue delays and the decision to maintain investment in critical programs, the company is updating its full year 2007 Adjusted EBITDA outlook range to $47 million to $50 million from the previously stated $85 million to $95 million. Excluding research and development expenses, the significant majority of which are discretionary and relate primarily to the Pharmaceutical Technologies segment, the company's expected Adjusted EBITDA range would be $99 million to $102 million. * The company's outlook regarding adjusted net income per share for 2007 will be updated on Nov. 1, 2007, pending finalization of certain tax items. The company cautions that the information concerning its revised outlook for 2007 is forward-looking and accordingly, actual results may differ materially. "We remain optimistic about our numerous new product opportunities and the revenue potential they provide for Angiotech. Physician excitement for Quill(TM) SRS and other new Angiotech products, our recent positive clinical trial results for our 5-FU CVC product candidate, and the continued progress of our various research and product development programs give us confidence that we should see improved product revenue growth in 2008," said Dr. William Hunter, President and CEO of Angiotech. "While we had hoped to achieve higher revenues and adjusted EBITDA in the third and fourth quarters of 2007 - the largest impact coming from the delayed timing of revenue from newly launched products - we anticipate that our various businesses and investments in sales, marketing and medical research will deliver growth in 2008," said Thomas Bailey, Chief Financial Officer of Angiotech. About Angiotech Angiotech Pharmaceuticals, Inc. -- http://www.angiotech.com/-- (NASDAQ: ANPI, TSX: ANP) is a global specialty pharmaceutical and medical device company with over 1,500 dedicated employees. Angiotech discovers, develops and markets innovative treatment solutions for diseases or complications associated with medical device implants, surgical interventions and acute injury. ANGIOTECH PHARMA: S&P Places Ratings Under Negative CreditWatch --------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings, including the 'B-' long-term corporate credit rating, on Vancouver, British Columbia-based Angiotech Pharmaceuticals Inc. on CreditWatch with negative implications. The CreditWatch listing follows Angiotech's announcement that it expects to generate EBITDA of about $50 million for the full year ending Dec. 31, 2007, a significant decline from the $90 million previously projected. This implies a pro forma debt to EBITDA of about 11.5x for 2007 compared with 6.4x under the previous projections. Management's revision was precipitated by delays in the realization of revenues from new medical product lines and the decision to continue investing in various products. Furthermore, the drug-eluting stents market continues to contract because of safety issues. The royalty revenue stream from DES declined by 40% year-over-year to $24.9 million during the third quarter (ended Sept. 30, 2007). Revenues continue to deteriorate on a quarterly basis and S&P have little insight into the likelihood of DES demand stabilizing. As such, the company is increasingly reliant on its medical products segment cash flow. "We are concerned about Angiotech's cash flow generation in the near term and its ability to sustain the current business model in the medium term," said Standard & Poor's credit analyst Maude Tremblay. "We will likely keep the ratings on Angiotech on CreditWatch for two quarters, to assess the development of the new medical product lines," Ms Tremblay added. Angiotech's liquidity is adequate, but could become constrained if the underlying business doesn't improve. Its cash balances and liquid long-term investments declined by $11.5 million during the third quarter to US$132.7 million at Sept. 30, 2007, and the company doesn't have a revolving credit facility. Nevertheless, Standard & Poor's expects this amount will meet cash obligations in the near term given the limited capital expenditure requirements and the absence of maturities under the covenant- light, long-term financing facilities until 2013. Furthermore, the company could elect to reduce discretionary expenses, such as certain research and development expenses, to preserve cash if necessary. Standard & Poor's will reassess the company's expected 2007 performance as well as its ongoing business and financial strategies. The company can maintain the ratings only if it generates material revenue from the new medical product lines, thereby leading to a marked improvement in cash flow. ARTHUR BELL: Case Summary & Six Largest Unsecured Creditors ----------------------------------------------------------- Debtors: Arthur B. Bell Vanessa Yang 521 Driscoll Place Palo Alto, CA 94306 Bankruptcy Case No.: 07-53335 Chapter 11 Petition Date: October 18, 2007 Court: Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtors' Counsel: Steven J. Sibley, Esq. Law Offices of DiNapoli and Sibley 10 Almaden Boulevard, Suite 1250 San Jose, CA 95113-2233 Tel: (408) 999-0900 Estimated Assets: Less than $10,000 Estimated Debts: $1 Million to $100 Million Debtors' list of their Six Largest Unsecured Creditors: Entity Claim Amount ------ ------------ PyroMagic Enterprises, Inc. $1,617,670 1200 Hamilton Court Menlo Park, CA 94025 Bank of America $10,976 P.O. Box 15719 Wilmington, DE 19886-5719 Pacific Fabrication $5,000 235 Tennant Avenue, Suite 3 Morgan Hill, CA 95037 Bloomingdales $2,000 Bank of America $1,419 GHP Group, Inc. $1,063 ASAT HOLDINGS: Regains Nasdaq Listing Compliance ------------------------------------------------ The Nasdaq Listing Qualifications Panel has informed ASAT Holdings Limited that the company had regained compliance with the $35,000,000 market value requirement. As a result, the appeal hearing will be moot and cancelled, and ASAT's American Depositary Shares shall remain listed on The Nasdaq Capital Market. The company has received a Nasdaq Staff Determination letter dated Sept. 17, 2007, indicating that the company's market value of listed securities had been below $35,000,000 as required for continued inclusion by Marketplace Rule 4320(e)(2)(B) and that its ADSs were, therefore, subject to delisting. On Sept. 24, 2007, ASAT requested an appeal hearing before a Panel to avoid delisting. ASAT subsequently appealed to the Panel and provided information and other communication to the Panel. Headquartered in Pleasanton, California, ASAT Holdings Limited (Nasdaq: ASTT) -- http://www.asat.com/-- is a provider of semiconductor package design, assembly and test services. With 18 years of experience, the company offers a definitive selection of semiconductor packages and world-class manufacturing lines. ASAT's advanced package portfolio includes standard and high thermal performance ball grid arrays, leadless plastic chip carriers, thin array plastic packages, system-in-package and flip chip. ASAT was the first company to develop moisture sensitive level one capability on standard leaded products. The company has operations in the United States, Hong Kong, China and Germany. At April 30, 2007, ASAT Holdings Limited's consolidated balance sheet showed $135.1 million in total assets, $217.7 million in total liabilities, and $5.7 million in series A redeemable convertible preferred shares, resulting in an $88.3 million total stockholders' deficit. * * * Standard & Poor's placed ASAT Holdings Limited's long term foreign and local issuer credit ratings at 'CCC-' in September 2007. The outlook is negative. AUSTIN HOUSING: Likely Default Cues Moody's to Affirm C Rating -------------------------------------------------------------- Moody's Investors Service affirmed the C rating on the Austin Housing Finance Corporation, Texas Single Family Mortgage Revenue Bonds, Series 1984. The amount of debt affected by this rating action is approximately $1.6 million. The outlook for the rating is stable. The C rating reflects the continuance of the program's deteriorating financial position, evidenced by a program-asset-to- debt ratio (PADR) of an extraordinarily low 0.15 as of Sept. 1, 2007. This ratio represents a decline from the August 2006 level of 0.20. The decline in the program's PADR is the result of the negative spread between the interest rate earned on the mortgage loans (11.5%) and reserves (10.98%), and the rate accruing on the bonds (12%). As of Sept. 1, 2007, only call-protected capital appreciation bonds (CABs) maturing in 2016 remained outstanding. Moody's expects the erosion in the financial position will continue. This extreme financial erosion has led to the very likely inability to make full and timely payment on all of the remaining obligations when the bonds come due. The C rating reflects Moody's expectation that a significant portion of the remaining debt outstanding will likely default. Outlook The outlook on the rating is stable. Due to the negative spread between mortgage interest rates and reserve to bond interest rates, the program will continue to deteriorate financially. Without an infusion of moneys from outside resources, which is unlikely, the bonds will default on the payment of principal and interest on the bonds. AVADO BRANDS: Court Approves Greenberg Traurig as Delaware Counsel ------------------------------------------------------------------ The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware grants authority to Avado Brands Inc. and its debtor-affiliates to employ Greenberg Traurig LLP as their Delaware bankruptcy counsel and corporate counsel nunc pro tunc to Sept. 5, 2007. Greenberg Traurig is expected to: (a) provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their businesses and management of their property; (b) negotiate, draft and pursue confirmation of any plan of reorganization and approval of any accompanying disclosure statement; (c) prepare on behalf of the Debtors all applications, motions, answers, orders, reports and other legal papers necessary to the administration of the Debtors' estates; (d) appear in Court and protect the interest of the Debtors before the Court; (e) assist with any disposition of the Debtors' assets, by sale or otherwise; (f) attend all meetings and negotiate with representatives of creditors, the U.S. Trustee, and other parties-in- interest; (g) provide legal advice on Delaware corporate law and corporate governance issues to the Debtors in connection with the Debtors ongoing business operations; and (h) perform all other legal services fro, and provide all other necessary legal advice to, the Debtors which may be necessary and proper in these Cases. The Debtors tells the Court that they agreed to pay the firm's professionals with these rates: Professional Hourly Rate ------------ ----------- Donald J. Detweiler, Esq. $510 Sandra G. M. Selzer, Esq. $405 Elizabeth Thomas, Esq. $190 Attorneys $200 - $735 Legal Assistants/Paralegals $65 - $735 The Debtors relates that they had paid Greenberg Traurig a retainer in the amount of $85,000 for planning, preparation of the documents and its post bankruptcy filing representation of the Debtors. The Debtors assures the Court that the firm is disinterested as the term is defined in the Bankruptcy Code. Greenberg Traurig can be reached at: Greenberg Traurig LLP Suite 1200, The Nemours Building 1007 North Orange Street Wilmington, DEL 19801 Tel: (302) 661-7000 Fax: (302) 661-7360 http://www.gtlaw.com/ Madison, Georgia-based Avado Brands Inc., aka Applesouth, -- http://www.avado.com/-- operates about 120 casual dining restaurants under the banners Don Pablo's Mexican Kitchen and Hops Grillhouse & Brewery. The restaurants are located in 22 states in the U.S. As of Sept. 5, 2007, the Debtors employed about 9,970 people. For the year ended July 31, 2007, the Debtors generated about $227.8 million in revenues and a negative EBITDA of $7.8 million. The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr. N.D. Tex. Case No. 04-1555). Deborah D. Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith Incorporated, represented the Debtors. On April 26, 2005, Judge Steven Felsenthal confirmed Avado's Modified Plan of Reorganization and that Plan became effective on May 19, 2005. On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition (Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of its assets, via Section 363 of the Bankruptcy Code. About 10 of Avado's affiliates also filed for bankruptcy protection on the same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286). Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Debtors. Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' Delaware counsel. Kurtzman Carson Consultants LLC acts as the Debtors' claim and noticing agent. In their second filing, the Debtors disclosed estimated assets and debts between $1 million to $100 million. Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represents the Official Committee of Unsecured Creditors. David B. Stratton, Esq., at Pepper Hamilton LLP, is the Committee's Delaware counsel. AVISTAR COMMS: Sept. 30 Balance Sheet Upside-Down by $6.9 Million ----------------------------------------------------------------- Avistar Communications Corporation disclosed financial results for its third quarter and nine months ended Sept. 30, 2007. At Sept. 30, 2007, the company's consolidated balance sheet showed $12.1 million in total assets and $19 million in total liabilities, resulting in a $6.9 million total shareholders' deficit. The company's consolidated balance sheet at Sept. 30, 2007, also showed strained liquidity with $9.6 million in total current assets available to pay $12.8 million in total current liabilities. Avistar reported a net loss of $4.1 million for the three months ended Sept. 30, 2007, compared to net income of $1.8 million for the three months ended Sept. 30, 2006. Employee stock compensation expense for equity based compensation was $700,000 for the three months ended Sept. 30, 2007, and $500,000 for the three months ended Sept. 30, 2006. Revenue for the three months ended Sept. 30, 2007, was $1.8 million, compared to $7.3 million for the three months ended Sept. 30, 2006. Revenue for the three months ended June 30, 2007, included $4.0 million in licensing revenue from a licensing agreement with Radvision Ltd. Revenue for the three months ended Sept. 30, 2006, included $5.0 million in licensing revenue from an agreement with Sony Corporation and Sony Computer Entertainment Inc. Income from settlement and patent licensing was $1.1 million for each of the three months ended Sept. 30, 2007, and Sept. 30, 2006. Revenue for the nine months ended Sept. 30, 2007, was $10.0 million, compared to $10.9 million for the nine months ended Sept. 30, 2006. Income from settlement and patent licensing for the nine months ended Sept. 30, 2007, was $15.2 million, which included $12.0 million in proceeds from a settlement and licensing agreement with Tandberg ASA and its affiliates, compared to $3.2 million for the nine months ended Sept. 30, 2006. Avistar reported a net income of $755,000 for the nine months ended Sept. 30, 2007, as compared to a net loss of $5.0 million for the nine months ended Sept. 30, 2006. As of Sept. 30, 2007, Avistar had cash, cash equivalents and marketable securities of $6.1 million. "The third quarter was an important transitional period for Avistar, with a number of significant structural adjustments and strategic initiatives undertaken," stated chairman and chief executive officer Dr. Gerald Burnett. "Avistar historically has operated as two separate but connected entities -- one group developing, marketing, selling and supporting our outstanding desktop video collaboration product, largely to financial services clients, and a second group responsible for the protection and monetization of the intellectual property assets of the company that have been created over a dozen years of product development. "In July 2007, we recruited Simon Moss, a seasoned and talented technology industry executive, to lead the product group into its next phase of growth. The third quarter represented the beginning of his contribution, and significant initiatives have already been undertaken to both streamline our costs and organization, and diversify our go-to-market strategy. On the intellectual property side of our business, we have consolidated Collaboration Properties Inc. - which was a solely-owned subsidiary, into Avistar to provide a more cohesive and integrated organization. As part of this realignment, our emphasis is shifting to that of technology software licensing, as opposed to patent licensing. We expect this orientation will lead to additional product partnerships with firms desiring to integrate high quality visual collaboration into their enterprise applications." Dr. Burnett continued, "The third quarter of 2007 demonstrated the 'lumpiness' of our revenue model. Although the combination of our reported revenue from product, services, and licensing, plus our income from settlement and licensing activities through the first three quarters of 2007 exceeded 2006's full-year performance by 44%, much of those proceeds were generated during the first two quarters of 2007 through our intellectual property and product licensing activities. We believe that our revenue growth and profit performance for the full year of 2007 will be consistent with the guidance provided in our fourth quarter earnings announcement of January 25, 2007." About Avistar Communications Headquartered in San Mateo, California, Avistar Communications Corporation (NASDAQ: AVSR) -- http://www.avistar.com/-- holds a portfolio of 76 patents for inventions in the primary areas of video and network technology and offers technology and IP licenses to companies in video conferencing, rich-media services, public networking and related industries. Current licensees include Sony Corporation, Polycom Inc., Tandberg ASA, Radvision Ltd. and Emblaze-VCON. BLACKHAWK AUTOMOTIVE: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Lead Debtor: Blackhawk Automotive Plastics, Inc. 800 Pennsylvania Avenue Salem, OH 44460 Bankruptcy Case No.: 07-42671 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Tier e Automotive Group, Inc. 07-42673 Type of Business: The Debtors manufacture injection molded plastic products and motor vehicle parts and accessories. Chapter 11 Petition Date: October 22, 2007 Court: Northern District of Ohio (Youngstown) Debtors' Counsel: David M. Neumann, Esq. William I. Kohn, Esq. Benesch, Friedlander, Coplan & Aronoff, L.L.P. 2300 B.P. Tower, 200 Public Square Cleveland, OH 44114-2378 Tel: (216) 363-4500 Fax: (216) 592-4231 Estimated Assets Estimated Debts ---------------- --------------- Blackhawk Automotive $1 Million to $1 Million to Plastics, Inc. $100 Million $100 Million Tier e Automotive Group, $1 Million to $1 Million to Inc. $100 Million $100 Million A. Blackhawk Automotive Plastics, Inc's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Sabic Innovative Plastics $1,956,400 fka G.E. Polymerland 12200 Hebert Wayne Court, Suite 150 Huntersville, NC 28078 Createc Corp. $955,421 8888 Keystone Crossing, Suite 1600 Indianapolis, IN 46240-4624 Avery Dennison, P.F.D. $598,228 650 West 67th Schereville, IN 46375-1390 J.I.T. Packaging, Inc. $502,922 P.O. Box 218 Aurora, OH 44202 C.N.I., Inc. $352,060 1451 East Lincoln Madison Heights, MI 48071 Dow Chemical Co. $328,988 2040 Dow Center Midland, MI 48674 Duke Energy $299,604 fka Cinercy/Cincinnati Gas 139 East 4th Street Cincinnati, OH 45202 P.P.G. Industries, Inc. $291,129 One P.P.G. Place Pittsburgh, PA 15272 Kurz Transfer Products $268,339 3200 Woodpark Boulevard Charlotte, NC 28206 Dukane Corp. $265,786 2900 Dukane Drive St. Charles, IL 60174 Stag III Mason, L.L.C. $264,309 99 Chauncy Street, 10th Floor Boston, MA 02111 Polyone Corp. $232,618 Nissha U.S.A., Inc. $231,968 Samshin $227,271 Pioneer Plastics $221,321 Baseball Polyolefins $209,928 Process Development Corp. $200,423 Special Tool & Engineering $189,542 Warren County Treasurer $186,003 Delphi Delco Electronics $178,081 B. Tier e Automotive Group, Inc. does not have any creditors who are not insiders. BILL DAVIS TRUCKING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Bill Davis Trucking, Inc. 810 Newport Road Batesville, AR 72501 Bankruptcy Case No.: 07-15852 Type of Business: The Debtor provides trucking services. See http://www.billdavistrucking.com/ Chapter 11 Petition Date: October 22, 2007 Court: Eastern District of Arkansas (Batesville) Debtor's Counsel: Geoffrey B. Treece, Esq. Quattlebaum, Grooms, Tull & Burrow, P.L.L.C. 111 Center Street, Suite 1900 Little Rock, AR 72201 Tel: (501) 379-1700 Fax: (501) 379-1701 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ White River Petroleum, Inc. Trade debt $76,874 P.O. Box 2464 Batesville, AR 72501 G.E.I.C.O. Subrogation claim $22,401 P.O. Box 509119 for wrecked vehicle San Diego, CA 92150 of Tracy Bullock Michelin North America Trade debt $22,366 875 Lawrence Street Batesville, AR 72501 M.H.C.-Kenworth Trade debt $7,909 Alpha Dyno Nobel Subrogation claim $7,118 of automobile property damage Rigskirts, L.L.C. Trade debt $5,898 Garage Door Services Trade debt $4,625 Crow Burlingame Co. Trade debt $2,971 Qualcomm Trade debt $2,419 Ozarko Tire Trade debt $2,161 Quality Petroleum, Inc. Trade debt $1,884 Great Dane Trailers-N.L.R. Trade debt $1,022 Dr. Verona T. Brown Trade debt $947 Whiting Systems, Inc. Trade debt $959 Tag Truck Enterprises Trade debt $858 Cintas Corporation Trade debt $853 Shwegman's Office Supply Trade debt $700 Smitty's Septic Service Trade debt $642 Kimball Midwest Trade debt $520 Myers Tire Supply Trade debt $515 BLUEGREEN CORP: Moody's Rates $10.5 Mil. Class G Notes at Ba2 ------------------------------------------------------------- Moody's Investors Service assigned a Aaa rating to the senior class of notes issued by BXG Receivables Note Trust 2007-A in Bluegreen Corporation's securitization of timeshare receivables. Moody's also rated Classes B, C, D, E, F and G Aa3, A3, Baa1, Baa2, Baa3 and Ba2, respectively. The ratings were based on the levels of credit enhancement provided by each of the subordinate classes, the overcollateralization, the reserve fund, the quality of the timeshare receivables, and the structure of the transaction. The complete rating action is as follows: Issuer: BXG Receivables Note Trust 2007-A -- $52.5 mil; Class A, 5.828% Timeshare Loan-Backed Notes, Series 2007-A, Aaa -- $26.5 mil; Class B, 6.474% Timeshare Loan-Backed Notes, Series 2007-A, Aa3 -- $43 mil; Class C, 7.463% Timeshare Loan-Backed Notes, Series 2007-A, A3 -- $14.5 mil: Class D, 7.611% Timeshare Loan-Backed Notes, Series 2007-A, Baa1 -- $15 mil; Class E, 8.283%, Timeshare Loan Backed Notes, Series 2007-A, Baa2 -- $15 mil; Class F, 9.680%, Timeshare Loan Backed Notes, Series 2007-A, Baa3 -- $10.5 mil; Class G, 11.149%, Timeshare Loan Backed Notes, Series 2007-A, Ba2 Bluegreen specializes in drive-to timeshare developments in regional locations. Bluegreen owns 21 resorts. The resorts are in 8 states and in Aruba. There are 44 resorts in the Bluegreen Club. Bluegreen, which has a senior secured rating of B3 from Moody's with a stable outlook, markets to people with minimum household incomes of $40,000 a year. It estimates that its customer's average annual household income is approximately $70,000, which is less than the industry average. The average outstanding loan balance in the transaction as of the statistical cut-off date of September 15, 2007 was approximately $12,175. The weighted average coupon was approximately 15%.The weighted average original term to maturity was 117 months and the weighted average age was 3.8 months. Most of the loans have an original term of 10 years with a minimum required down payment of 10%. Higher down payments lead to a reduction in the interest rate charged on the loan. Approximately 72% of the collateral balance arises under loans for resorts located in Florida and South Carolina. By state of residence, the highest obligor concentration is in North Carolina with 10.6%. The concentration of foreign borrowers at the statistical cut-off date is approximately 1.1%. The required reserve fund balance as a percentage of the aggregate closing date collateral balance will be at closing 2.5% growing to 5%. After month 18, the required reserve fund balance will decrease by 0.75% per month to a floor of 1.5%. Bluegreen Corporation., headquartered in Boca Raton, Florida, has been in the timeshare business since 1994 and is among the top ten sellers of timeshares in the United States. Bluegreen is the servicer in this transaction. BOMBAY CO: Gets Court Nod to Sell Bombay Furniture to Benix ----------------------------------------------------------- The Bombay Company, Inc. received approval from the Ontario (Canada) Superior Court of Justice to sell its wholly-owned, 50- store subsidiary, Bombay Furniture Company of Canada, Inc., to a newly-formed subsidiary of Canadian retailer, Benix, Inc. Stores will continue to be operated in-place and under the Bombay brand. The transaction, which was arranged by Toronto-based Hilco Consumer Capital, is expected to close on or about Feb. 5, 2008. Beginning immediately and until the date of closing, a joint venture of Gordon Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC will manage all 50 Canadian stores, and will conduct inventory promotions and clearance sales. Current Bombay employees will be retained by the Joint Venture. Upon closing, all stores will be transitioned from the Joint Venture to the newly-formed subsidiary of Benix, which is expected to keep all stores in-place and hire the vast majority of the then-existing employees. Fred Benitah, Chief Executive Officer of The B&C Group, which owns and operates Benix as well as the Bowring retail chain with a total of 150 stores across Canada, said, "We are excited about this acquisition. Bombay represents one of the most respected retail brands in Canada. Bombay Canada both complements our existing retail brands and strengthens our position as Canada's leading homeware retailer." "This acquisition of Bombay Canada is very exciting and creates great synergies among these three leading brands," Margaret Morrison, President of Benix, added. "I look forward to working with the Bombay management team." "The Canadian market has always been very important to Bombay," Nigel Travis, Lead Director of the Bombay Board of Directors, stated. "We are happy that the Bombay brand will continue into the future as part of the Benix group and that our valued employees will play an important role in ensuring the transaction's long-term success. We will all work together for a smooth and seamless transition, with the goal of minimizing disruption to customers." "It is very satisfying to have structured and successfully completed this remarkably complex transaction," James "Jamie" Salter, CEO of Hilco Consumer Capital, said. "Not only were we able to create more value for Bombay's creditors in the company's bankruptcy, we were also able to protect hundreds of jobs and ensure the future integrity of a very respected brand name." Headquartered in Fort Worth, Texas, The Bombay Company Inc., (OTC Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs, sources and markets a unique line of home accessories, wall decor and furniture through 384 retail outlets and the Internet in the U.S. and internationally, including Cayman Islands. The company and five of its debtor-affiliates filed for Chapter 11 protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No. 07-44084). Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, represents the Official Committee of Unsecured Creditors. As of May 5, 2007, the Debtors listed total assets of $239,400,000 and total debts of $173,400,000. BUCKEYE TECH: Earns $13.5 Million in First Quarter Ended Sept. 30 ----------------------------------------------------------------- Buckeye Technologies Inc. on Monday disclosed results of its operations for the first quarter ended Sept. 30, 2007. The company reported net earnings of $13.5 million on net sales of $197.4 million for the July-September quarter, compared to net earnings of $15.9 million on net sales of $200.2 million in the same period last year. These results include a $2.2 million one- time favorable tax benefit related to the recently enacted reduction in Germany's corporate tax rate. Chairman and chief executive officer John B. Crowe said, "As I said in our performance update last week, first quarter net sales were up 3% compared to the same period last year. The earnings improvement is a combination of higher prices, better mix and cost control. Nonwovens shipments were especially strong with net sales up 10% compared to the same period last year. Strong cash flow enabled us to reduce debt by $26 million during the just completed quarter. Demand for our specialty wood and cotton products, nonwoven materials and fluff pulp continues to be strong." At Sept. 30, 2007, the company's consolidated balance sheet showed $971.9 million in total assets, $594.1 million in total liabilities, and $377.8 million in total stockholders' equity. About Buckeye Technologies Headquartered in Memphis, Tennessee, Buckeye Technologies Inc. (NYSE: BKI) -- http://www.bkitech.com/-- manufactures and markets specialty fibers and nonwoven materials. The company currently operates facilities in the United States, Germany, Canada, and Brazil. Its products are sold worldwide to makers of consumer and industrial goods. * * * As reported in the Troubled Company Reporter on June 19, 2007, Moody's upgraded Buckeye Technologies Inc.'s corporate family rating to B1 from B2 and maintained a stable outlook. All other ratings were upgraded by one notch while the unsecured notes were affirmed at B2. CCS INC: Moody's Assigns B2 Rating to Proposed Senior Sec. Loans ---------------------------------------------------------------- Moody's Investors Service assigned B2 Corporate Family and Probability of Default ratings to CCS Inc., and B1 to the proposed senior secured credit facilities of the company, which consist of a CDN$500 million secured revolver and a CDN$1.4 billion secured term loan (inclusive of a CDN$100 million delayed draw tranche). Concurrently, Moody's assigned Caa1 to the proposed CDN$600 million of unsecured notes. The financing is in conjunction with the acquisition of CCS Income Trust by an investor group led by Mr. David Werklund, the Founder, President and Chief Executive Officer of CCS. The outlook for the ratings is stable. The investor group includes CAI Capital Partners, GS Capital Partners, Kelso & Company, Vestar Capital Partners, Alberta Investment Management, British Columbia Investment Management Corporation and O.S.S. Capital Management L.P. The purchase price of C$3.7 billion values the company at about twelve times pro forma adjusted EBITDA of C$307 million for the 12 month period ended June 30, 2007, inclusive of transaction expenses. The proceeds from the debt financing, along with CDN$1.8 billion of equity will be used to finance the acquisition, retire existing debt of the Trust, and pay fees and expenses associated with the transaction. The total equity contribution, including rollover and reinvested equity of about CDN$650 million valued at the time of the transaction, represents 48% of the total pro forma capitalization. The credit agreement also provides for an incremental, uncommitted, senior secured facility of up to C$200 million which is not rated by Moody's. The B2 Corporate Family Rating primarily reflects the high financial leverage upon completion of the transaction and Moody's expectation of negative pro forma free cash flow in the near term, after deducting substantial capital expenditures, a portion of which is growth-oriented. The company is pursuing growth through a combination of acquisitions and expansion of waste management and environmental services to major oil and gas exploration and production companies and other industrial customers. Moody's believes this strategy entails a higher risk profile given the high leverage following the transaction. Moreover, the company's ability to substantively reduce leverage is contingent on progress with customer penetration in the Alberta marketplace, recovery in drilling activity from the current slow down and successful execution on capital investments currently under way. Nonetheless, the company is solidly positioned in the B2 rating category based primarily on its leading position in the market for waste management services to the oil industry which, combined with management's successful track record in executing and integrating acquisitions, mitigates downside risk. The ratings are further supported by: i) high barriers to entry created through a combination of technical know-how and ownership of valuable, permitted, treatment and disposal assets in the Alberta region and elsewhere, ii) the company's significant scale and broad range of services, which span oilfield services, clean-up work and disposal facilities, iii) relatively diversified revenue streams which mitigate dependence on cyclical oil and gas drilling activity, iv) favorable medium-term prospects in terms of outsourcing of non-core activities by oil and gas companies and continuing activity in conventional oil extraction, and v) longer term opportunities with respect to international expansion and non-conventional oil sands extraction. Moody's assigned these ratings to CCS: -- B2 Corporate Family Rating; -- B2 Probability of Default Rating; -- B1 (LGD 3, 35%) rating to the proposed CDN$500 million senior secured revolving credit facility due 2013; -- B1 (LGD 3, 35%) rating to the proposed CDN$1.4 billion senior secured term loan (inclusive of a $100 million delayed draw tranche) due 2014; -- Caa1 (LGD 5, 89%) rating to the proposed CDN$600 million senior unsecured notes due 2015. -- The ratings outlook is stable. For further detail, refer to Moody's Credit Opinion for CCS Inc. The ratings are subject to review of final documentation. CCS Inc., based in Calgary, Alberta, will be a newly formed company and the successor to Canada Income Trust post-transaction. CCS provides energy and environmental waste management services to the global energy and environment sectors through four major divisions; CCS Midstream Services, HAZCO Environmental & Decommissioning Services, Concord Well Servicing and CCS Energy Marketing. The Trust had revenues of about C$1.9 billion for the 12 months ended June 30, 2007. CCS INC: S&P Assigns 'B+' Corporate Credit Rating ------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' long-term corporate credit rating to Calgary, Alberta-based oilfield services provider CCS Inc. At the same time, Standard & Poor's assigned its 'B-' senior unsecured debt rating to the proposed CDN $600 million eight-year notes. Standard & Poor's also assigned its 'BB-' rating with a recovery rating of '2' to CCS's proposed, seven-year, CDN $1.3 billion term loan facility; CDN $100 million delayed draw seven-year term loan facility; and CDN $500 million revolving credit facility. The '2' recovery rating indicates an expectation of substantial recovery (70%-90%) in a default scenario. The outlook is stable. "The ratings on CCS reflect the company's aggressively leveraged balance sheet following the proposed financing to complete the company's privatization, in addition to its reliance on the outsourcing requirements of its customers, and participation in the competitive and cyclical oilfield services market," said Standard & Poor's credit analyst Jamie Koutsoukis. "Although CCS has a strong position in a market with expected continued demand, solid operating margins, and good diversification, the leveraging of CCS' balance sheet will reduce the company's flexibility to sustain itself during a downturn as its capital commitments have increased significantly," Ms Koutsoukis added. CCS operates in four divisions: CCS Midstream Services, which owns and operates treatment, recovery and disposal, and cavern facilities; HAZCO Environmental Services, which operates a network of engineered industrial landfills, bioremediation facilities and hazardous waste transfer stations; Concord Well Servicing, which provides well completion and work over services; and CCS Energy Marketing, which markets recovered oil volumes from the midstream services facilities. CCS operates primarily in western Canada, but is now also offering services in the U.S. The stable outlook reflects Standard & Poor's expectation that the company will continue to benefit from high oil prices and strong demand for all its services. Although the company will be highly leveraged, CCS should be able to meet its interest and operating obligations and proceed with its planned expansion spending. An outlook revision to positive or an upgrade would depend on CCS demonstrating significant debt reduction and an overall strengthening of its coverage and leverage metrics. Conversely, S&P could lower the ratings should the company see a decline in demand for its services and a subsequent weakening of its financial risk profile. CCS MEDICAL: Moody's Lifts Corporate Family Rating to B3 -------------------------------------------------------- Moody's Investors Service revised CCS Medical's corporate family rating to B3 from Caa1. The rating outlook remains negative. This rating action concludes the rating review that was initiated on June 29, 2007. At the same time, Moody's is withdrawing the prospective ratings for CCS's proposed refinancing, which has not occurred. The upgrade to B3 reflects stabilization of bad debt trends associated with CCS's core business line as well as the addition of a new customer channel, which included the recent purchase of inventory from Becton Dickinson and an exclusive OEM contract with Nova Biomedical. These factors have contributed to improved credit metrics and a better liquidity profile relative to mid-2006 when CCS's ratings were downgraded. The rating outlook is negative, however, due largely to ongoing concerns that liquidity could once again become impaired if the company is not able to fully execute on the introduction of a new re-branded Nova product line and reinvigorate its core business following recent deceleration of growth during the past two quarters. Additionally, financial leverage is high. The B3 corporate family rating also considers the potential for additional competition following Medco's acquisition of PolyMedica, the company's relatively high reliance on governmental payors, as well as uncertainty surrounding the advent of a CMS- initiated competitive bidding process (set to begin in July 2008). Ratings revised: -- Corporate family rating to B3 from Caa1 -- $320 million 1st Priority Secured Term Loan to B1, LGD3, 32%, from B3, LGD3, 33% -- $50 million 1st Priority Secured Revolver to B1, LGD3, 32% from B3, LGD3, 33% -- PDR to B3 from Caa1 Rating affirmed: -- $110 million Sr. 2nd Priority Secured Term Loan at Caa2, LGD5, 79% Ratings withdrawn: -- $365 million 1st Lien Sr. Secured Term Loan at (P) B3, LGD3, 34% -- $50M 1st Lien Sr. Secured Revolver at (P) B3, LGD3, 34% CCS Medical Inc., based in Clearwater, Florida, is holding company whose operating subsidiaries are Chronic Care Solutions, Inc. and MPTC Holdings, Inc. The company is a leading mail-order provider of medical supplies - including diabetes, respiratory and wound care products - to chronically-ill patients. On a combined basis, reported revenues during the twelve months ended June 30, 2007 were approximately $507 million. Warburg Pincus is the largest shareholder and equity sponsor for CCS Medical. CENTURY 21: Housing Market Woes Prompt Chapter 11 Filing -------------------------------------------------------- Century 21 Metro Alliance has filed for Chapter 11 protection after being hit by the recent housing market slump, Adam Kress of The Business Journal reports. The Journal says the company does intend to sell or shut down its business despite its $1.3 million debt. Headquartered in Tucson, Arizona, Century 21 Metro Alliance -- http://www.century21metro.com/-- is a real estate agent/manager. CERIDIAN CORP: Plans to Offer $1.3 Billion Notes ------------------------------------------------ Ceridian Corporation disclosed that Foundation Merger Sub, Inc. intends to offer up to $1.3 billion of notes in connection with the Ceridian acquisition by affiliates of Thomas H. Lee Partners, L.P. and Fidelity National Financial, Inc. Foundation Merger Sub, Inc. was formed in connection with Ceridian's agreement to merge with an entity controlled by affiliates of Thomas H. Lee Partners, L.P. and Fidelity National Financial, Inc. The notes will be issued by Foundation Merger Sub, Inc. Ceridian will assume all of the obligations under the notes upon consummation of the merger. The net proceeds from the offering of the notes, together with other financing sources, will be used to consummate the merger and pay related fees and expenses. Headquartered in Minneapolis, Minnesota, Ceridian Corporation (NYSE: CEN) -- http://www.ceridian.com/-- provides human resources outsourcing in the United States, Canada and the United Kingdom, and offers a broad range of human resource services, including payroll, benefits administration, tax compliance, HR information systems and Employee Assistance Program and work-life solutions. CERIDIAN CORP: S&P Assigns 'B' Credit Rating with Neg. Outlook -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Minneapolis, Minnesota-based Ceridian Corp. The outlook is negative. At the same time, Standard & Poor's assigned its bank loan and recovery ratings to Ceridian's proposed $2.55 billion secured first-lien credit facilities. The first-lien credit facilities, which comprise a $300 million first-lien revolving credit facility and a $2.25 billion first-lien term loan, are rated 'B+', with a recovery rating of '2', indicating the expectation for substantial (70%-90%) recovery in the event of a payment default. S&P also assigned its 'CCC+' rating to the company's $1 billion senior unsecured notes (to be comprised of $600 million unsecured notes due 2015 and $400 million unsecured payment-in-kind toggle notes due 2015), and $300 million of senior subordinated notes. The debt is rated 'CCC+', two notches below the corporate credit rating, because of the amount of priority debt in the capital structure. Issue proceeds will be used to partially fund the $5.2 billion acquisition by sponsors Thomas H. Lee Partners L.P. and Fidelity National Financial Inc. "The ratings on Ceridian reflect a very aggressive capital structure, offset by predictable recurring revenue streams with defensible market positions," said Standard & Poor's credit analyst Phil Schrank. Ceridian is an information services company that serves the human resources, and through its Comdata Network Inc. subsidiary, the transportation and retail markets. Barriers to entry in Ceridian's markets are high, the result of developed niche market positions, economies of scale, and long-term customer relationships. Profitability measures have improved gradually as a result of the divestiture of underperforming or nonstrategic assets, operating improvements, and the contributions from recent acquisitions. Revenues totaled about $1.5 billion in 2006. CHARMING SHOPPES: Moody's Puts Ba3 Ratings Under Review ------------------------------------------------------- Moody's Investors Service placed the corporate family and probability of default ratings of Charming Shoppes, Inc. on review for possible downgrade following another downward revision in earnings and sales estimates for the year by the company on Oct. 11, 2007. The review for downgrade reflects the increase in the company's debt level combined with a deterioration in operating performance which has resulted in a material weakening of the company's overall credit profile. These ratings are placed on review for possible downgrade: -- Corporate family rating at Ba3; -- Probability of default rating at Ba3. The review will focus on the company's ongoing efforts and initiatives to turn around its deteriorating performance, as well as the likelihood that its credit metrics will continue to weaken and whether its credit profile will be able to support the rating category going forward. In addition, the review will focus on the company's liquidity, the changes made to its capital structure this past spring, and the potential impact on performance of the company regaining use of the Lane Bryant catalogue trademarks in October 2007. The review will also focus on the performance of the company's most recent acquisition, Crosstown Traders, as well as its on going plans for the Petite Sophisticate trademark it has acquired. Charming Shoppes, Inc., headquartered in Bensalem, Pennsylvania, is a multi-channel, multi-brand specialty apparel retailer primarily focused on special sized women's apparel, both plus-size and petites. The company is the leading plus-size specialty apparel retailer with plus-size women's apparel resulting in approximately 74% of the company's total net sales. The company's retail store segment operates 2,425 stores in 48 states and the related E-commerce websites under the Lane Bryant, Fashion Bug, Catherines Plus Sizes, and Petite Sophisticate brand names. Its direct-to-consumer division operates numerous apparel, accessories, footwear, and gift catalogs and related E-commerce websites through the Crosstown Traders business which was acquired in June 2005. For the LTM period ended Aug. 4, 2007 revenues were approximately $3.1 billion. CHESAPEAKE SHORES: Court Okays Morris James as Bankruptcy Counsel ----------------------------------------------------------------- Chesapeake Shores Development, Inc., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Morris James, L.L.P., as its bankruptcy counsel, nunc pro tunc to the bankruptcy filing. As reported in the Troubled Company Reporter on Sept. 28, 2007, Morris James is expected to: a. provide legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operation of its business and management of its properties; b. assist in the preparation and pursuit of confirmation of a plan and approval of a disclosure statement; c. prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports, and other legal papers; d. appear in Court to protect the interests of the Debtor before the Court; and e. perform all other legal services for the Debtor which may be necessary and proper in the proceedings. The Debtor told the Court that it paid Morris James a $12,500 retainer on Sept. 17, 2007. The firm's professionals billing rates are: Professionals Designations Hourly Rates ------------- -------------- ------------ Brett D. Fallon, Esq. Partner $425 Stephen M. Miller, Esq. Partner $425 Carl N. Kunz, III, Esq. Partner $400 Douglas N. Candeub, Esq. Senior Counsel $365 Rafael X. Zahralddin, Esq. Associate $300 Thomas M. Horan, Esq. Associate $235 William W. Weller Legal Assistant $165 Cassandra K. Lewicki Legal Assistant $140 Brett D. Fallon, Esq., a partner of the firm, assures the Court that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Mr. Fallon can be reached at: Brett Fallon, Esq. Morris James, L.L.P. 500 Delaware Avenue, Suite 1500 P.O. Box 2306 Wilmington, DE 19899-2306 Tel: (302) 888-6947 or (302) 888-6888 Fax: (302) 571-1750 http://www.morrisjames.com/ Washington-based Chesapeake Shores Development, Inc. filed for Chapter 11 bankruptcy protection on Sept. 19, 2007 (Bankr. D. Del. Case No. 07-11354). When the Debtor filed for bankruptcy, it listed estimated assets and liabilities between $1 million and $100 million. CHESAPEAKE SHORES: Court Approves Duffy & Atkins as Co-Counsel -------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware gave Chesapeake Shores Development Inc. authority to employ Duffy & Atkins LLP as its bankruptcy co-counsel. As reported on the Troubled Company Reporter on Sept. 28, 2007, Duffy & Atkins is expected to: a. advise the Debtor with respect to its powers and duties as debtor-in-possession in the continued management and operation of its business; b. take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims against the Debtor's estate; c. prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate; d. negotiate and prepare on behalf of the Debtor a plan of reorganization, a disclosure statement, and all related documents; e. negotiate and prepare documents relating to the disposition of assets, as requested by the Debtor; f. advise the Debtor, where appropriate, with respect to federal and state regulatory matters; g. advise the Debtor on finance and finance-related matters and transactions and matters relating to the sale of the Debtor's assets; and h. perform all other legal services for the Debtor which may be necessary and proper in the proceeding. The Debtor told the Court that it paid firm $25,000 retainer on Sept. 11, 2007. The firm's professionals compensation rates are: Professionals Designations Hourly Rates ------------- ------------ ------------ Todd E. Duffy, Esq. Partner $350 James E. Atkins, Esq. Partner $350 Dennis J. Nolan, Esq. Associate $250 Sasha Martin Paralegal $100 Todd E. Duffy, Esq., a member of the firm, assured the Court that the firm does not hold or represent any interest adverse to the Debtor's estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Mr. Duffy can be reached at: Todd E. Duffy, Esq. Duffy & Atkins LLP Seven Penn Plaza, Suite 420 New York, NY 10001 Tel: (212) 268-2685 Fax: (212) 500-7972 http://duffyandatkins.com/ Washington-based Chesapeake Shores Development, Inc. filed for Chapter 11 bankruptcy protection on Sept. 19, 2007 (Bankr. D. Del. Case No. 07-11354). When the Debtor filed for bankruptcy, it listed estimated assets and liabilities between $1 million and $100 million. CHRYSLER LLC: UAW Local 685 Rejects Tentative Labor Agreement ------------------------------------------------------------- United Auto Workers Local 685, with 4,500 employees at three Chrysler LLC transmission plants in Kokomo, Indiana, rejected a tentative labor contract between the union and the carmaker by a 72% margin, Mike Ramsey of Bloomberg News reports citing local president Guy Barger. The result has raised the likelihood of the pact to fail on an overall level. Results for nearby Local 1166 were not available, Mr. Ramsey relates. As reported in yesterday's Troubled Company Reporter, union leaders were trying to sweet talk members at three Chrysler plants in Indiana, Michigan and Illinois, each employing more than 1,00 workers, to approve a tentative labor contract between the union and the carmaker. Lobbying efforts were directed at: * members of a key local in Kokomo, Indiana, who voted Oct. 23, 2007, * members of a key local in Sterling Heights, Michigan, who are voting today, Oct. 24, 2007, and * members of a small local in Belvidere, Illinois, voting later this week. Four large union locals, representing a majority vote of Chrysler's 45,000 union members, rejected the United Auto Workers union's pact with Chrysler LLC over the weekend. Locals from Delaware, Missouri and Ohio turned down the pact on Saturday while a Detroit local with 2,200 UAW members, vetoed it on Sunday. As previously reported, Bill Parker, Chair of the 2007 UAW Chrysler National Negotiating Committee, who voted against the new tentative labor agreement between Chrysler LLC and the United Auto Workers union, released a minority report to the members of the UAW Chrysler Council, urging the Council to reject Chrysler's offer and let the Committee return to the bargaining table. The UAW Chrysler Council, which includes local union leaders from Chrysler LLC facilities throughout the U.S., voted overwhelmingly to recommend ratification of the tentative agreement reached on Oct. 10, 2007. Mr. Parker, however, disclosed that the National Negotiating Committee had a split vote on the contract. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- offers cars and minivans, pick-up trucks, sport utility vehicles, and vans under the Chrysler, Jeep, and Dodge brand names. It also sells parts and accessories under the MOPAR brand. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan and Australia. * * * On Oct. 1, 2007, Standard & Poor's Ratings Services placed its corporate credit ratings on Chrysler LLC and DaimlerChrysler Financial Services Americas LLC on CreditWatch with positive implications. As reported in the Troubled Company Reporter on Aug. 8, 2007, Standard & Poor's Ratings Services revised its loan and recovery ratings on Chrysler LLC (B/Negative/--), including a 'BB-' rating to the $5 billion "first-out" first-lien term loan tranche. This rating, two notches above the corporate credit rating of 'B' on Chrysler LLC, and the '1' recovery rating indicate S&P's expectation for very high recovery in the event of payment default. S&P also assigned a 'B' rating to the $5 billion "second-out" first-lien term loan tranche. This rating, the same as the corporate credit rating, and the '3' recovery rating indicate S&P's expectation for a meaningful recovery in the event of payment default. Moody's Investors Service has affirmed Chrysler Automotive LLC's B3 Corporate Family Rating, and the Caa1 rating of the company's $2 billion senior secured, second lien term loan in connection with Monday's closing of DaimlerChrysler AG's sale of a majority interest of Chrysler Group to Cerberus Capital Management LLC. COACH INDUSTRIES: Selling Stock Interest to Laurus for $7 Million ----------------------------------------------------------------- The United States Bankruptcy Court for the Northern District of New York authorized Coach Industries Group Inc. to sell all of its stock in Corporate Development Services Inc., to Laurus Master Fund Ltd. for $7,082,456, subject to higher and better offers. As of the Debtor's bankruptcy filing, Laurus Master, which has a secured claim of approximately $6,832,456, holds a first priority lien and security interest in all of the Debtor's assets, including Corporate Development equity. Under the purchase agreement, qualified bidder must deliver an irrevocable offer of at least $7,130,824 to the Debtor's counsel, Hodgson Russ LLP, at 4:00 p.m., on Nov. 12, 2007, and a money deposit equal to 5% of the total proposed purchase price. If higher or better bids are submitted, the Court will conduct an auction on Nov. 19, 2007, at 1:00 p.m., then a sale hearing will take place after the auction. The Debtor tells the Court that it will provide a break-up fee of $150,000 to Laurus Master. A copy of the biding procedures may be obtained from the Debtor's bankruptcy counsel at: Richard L. Weisz, Esq. Hodgson Russ LLP 677 Broadway, Suite 301 Albany, New York 12207 Tel: (518) 465-2333 Fax: (518) 465-1567 http://www.hodgsonruss.com/ About Laurus Master Laurus Master Funds Ltd. is a two billion dollar fund and intends to continue the operations of SCI with its current management as a privately held company without any interruptions. About Coach Industries Glens Falls, New York-based Coach Industries Group Inc. is a holding company focused on providing independent contractor settlement to courier operators and their drivers. The Debtor filed for Chapter 11 bankruptcy protection on Sept. 20, 2007 (Bankr. N.D. NY Case No. 07-12516). Richard L. Weisz, Esq. at Hodgson Russ, L.L.P., represents the Debtor in its restructuring efforts. When the Debtor filed for bankruptcy, it disclosed total assets of $11,438,693 and total debts of $175,451,040. COLUMBUS HOSPITAL: Moody's Affirms Rating on $26.7MM Bonds at B3 ---------------------------------------------------------------- Moody's Investors Service affirmed the B3 underlying rating to Columbus Hospital's $26.7 million of Series A (1991) bonds issued by New Jersey Healthcare Facilities Financing Authority. The outlook remains negative. Legal Security: Gross revenue pledge and mortgage. Debt service coverage ratio of 1.10 times which the hospital did not meet in FY 2005. Debt service reserve fund remains intact and untapped. Interest Rate Derivatives: None Strengths * Debt service reserve fund remains fully funded and untapped * Proven ability to fund monthly debt service obligations from cash flow and without using the debt service reserve fund despite a depleted cash position and stressed operations Challenges * Depletion of cash position as of Aug. 31, 2007 with a monthly cash "burn" of $500 thousand at the hospital * Columbus has received advances from the state for annual charity care funds to fund working capital needs, however, these advances will be depleted by Dec. 31, 2007, leaving Columbus and its parent, Cathedral Health System, to find other means to pay for working capital; several financing vehicles and strategies are underway * Very weak operating performance with continued decline in volumes with a 2% decline through Aug. 30, 2007, from the prior year comparable period Recent Developments/Results Columbus Hospital continues to face significant performance and liquidity challenges. As of Aug. 31, 2007, Columbus has depleted its cash reserves and is experiencing about a $500 thousand cash burn every month. Since July, the hospital has received charity care advances from the state which totaled $1.29 million as of August. The advances will run out by Dec. 31, 2007, when Columbus will have received all of its $3.1 million which were supposed to be paid through June 30, 2008 (the end of the state's fiscal year). Columbus has also foregone its monthly management payments that it makes to its parent, Cathedral Health System, for several months. (Cathedral also owns St. Michael's Hospital and St. James Hospital.) That liability has grown to $26 million which will exceed the outstanding Series A bonds ($26 million) by year end. Payments to the parent are currently not required. Columbus has no line of credit and is not on C.O.D. with its vendors at this time. Notwithstanding Columbus' dire liquidity, the organization remains current on its monthly bond payments. Cash flow and charity care advances are being used to make bond payments and payroll and pay vendors. Columbus has a demonstrated track record of making all debt payments in full and on time since cash precipitously declined in FY 2003 to less than $1 million. No additional cash funding is expected from Cathedral following the $10 million grant made in 1999. Cathedral does not guarantee Columbus' debt and is not expected to make its own rate covenant in FY 2006. Unaudited FY 2006 results were abysmal with an $8.1 million operating loss or -9.3% operating margin. Operating cash flow and total cash flow were negative and for the third consecutive year management expects to violate its 1.10 times rate covenant. Debt- to-capitalization is extremely unfavorable at 769% due to the negative adjustment to net assets of $11 million for prior period adjustments. Management is pursuing several strategies to increase liquidity including more advances from the state, a new private health care lending vehicle at Cathedral Health to benefit its two hospitals and Columbus, FTE reductions, supply management initiatives as well as monetizing real estate via sale-lease back structures. Columbus and Cathedral are also in non-binding discussions with Catholic Health East; we have not included these discussions in our rating assessment. Outlook The negative outlook continues to reflect the highly tenuous situation caused by the very low level of unrestricted cash available to Columbus. Given the depleted asset base, Columbus' inability to absorb any additional financial challenges severely compromises bondholders' security. What could change the rating--UP Unlikely, given current financial position What could change the rating--DOWN Payment default on debt service, tapping the debt service reserve fund, payment or timing concessions from current bondholders, bankruptcy filing Key Indicators -- First number represents unaudited, management-prepared financial statements for Columbus Hospital ending Dec. 31, 2006 -- Second number represents unaudited eight month statements ending Aug. 31, 2007 * Total hospital admissions: 8,248; 5,406 (latter number through 8 months 2007) * Total operating revenue: $86.7 million; 52.2 million * Net revenues available for debt service: ($2.6) million; ($1.2 million) * Days-cash-on-hand: 1.5 days; 0.4 days * Debt-to-cash flow: (6.22) times; (9.46) times * Maximum annual debt service: $3.5 million Moody's adjusted maximum annual debt service coverage based on 6% investment return: -0.74 times (FY 2006) * Total debt outstanding: $31.6 million; 29.0 million * Operating cash flow margin: -3.0%; -2.5% * Operating margin: -9.3%; -9.5% * Cash-to-debt: 1.25%; 0.34% Rated Debt -- Series A (1991): B3 COMPASS MINERALS: Inks $127 Million Incremental Term Loan --------------------------------------------------------- Compass Minerals and certain of its subsidiaries have entered into a $127 million incremental term loan as part of an amendment to its existing senior secured credit facility. The incremental term loan is due in 2012 with an interest rate of 2% over LIBOR. Compass Minerals will have a corresponding interest rate swap which will fix the underlying LIBOR rate at 4.565%. The swap will apply to $50 million of the incremental term loan through December 2010. Proceeds from the incremental term loan will be used to fund the tender offer for the company's 12.75% Series B Senior Discount Notes due 2012. A total of $120 million principal amount of Compass Minerals' 12.75% Senior Discount Notes were tendered to the company and purchased for a total of $126.9 million, including the consent fee. The tender offer for the remaining $3.5 million principal amount of notes expires at midnight on Oct. 30, 2007. Compass Minerals intends to call in December 2007 any notes not tendered by the expiration. "This is another important step toward maximizing shareholder value through a more cost-effective capital structure," said Rodney Underdown, vice president and chief financial officer of Compass Minerals. "By replacing the high-cost notes with lower- interest, pre-payable debt, we have enhanced our financial flexibility." About Compass Minerals Based in the Kansas City, Compass Minerals International Inc. (NYSE:CMP) -- http://www.compassminerals.com/-- is a salt producer in North America and in the United Kingdom. The company operates ten production and packaging facilities, including the rock salt mine in Goderich, Ontario. The company's product lines include salt for highway deicing, consumer deicing, water conditioning, consumer and industrial food preparation, agriculture and industrial applications. In addition, Compass Minerals is a producer of sulfate of potash, which is used in the production of specialty fertilizers for high-value crops and turf, and magnesium chloride, which is a premium deicing and dust control agent. * * * As reported in the Troubled Company Reporter on Oct. 11, 2007, Standard & Poor's Ratings Services raised its ratings on Compass Minerals Group Inc. and its holding company, Compass Minerals International Inc., including raising its corporate credit rating to 'BB-' from 'B+'. In addition, Standard & Poor's assigned a 'BB' rating and '2' recovery rating to the company's proposed $130 million term loan B-2. At the same time, the 'BB' rating on the company's existing senior secured bank credit facility was affirmed. However, the recovery rating was revised to '2' from '1', indicating the expectation of substantial (70%- 90%) recovery in the event of a payment default. The outlook is stable. As reported in the Troubled Company Reporter on Oct. 8, 2007, Moody's Investors Service affirmed the Ba3 corporate family rating of Compass Minerals Group Inc. and downgraded the issue ratings on the company's revolving credit facility and term loan to Ba2 from Ba1 after the company's statement that it is tendering for its 12.75% Senior Discount Notes due 2012. COOPER COS: Earns $8.1 Million in Third Quarter of FY 2007 ---------------------------------------------------------- The Cooper Companies, Inc. reported fiscal third quarter 2007 results. The company reported $8.1 million of net income on $251.8 million net sales for the three months ended July 31, 2007, compared with $20.9 million of net income on $225.7 million net sales for last year's third quarter. Compared with last year's third quarter: * Gross margin was 58% compared with 61%. Excluding costs considered unrelated to core operating performance, gross margin was 63% in both periods. * Operating margin was 9% for the quarter compared with 14% in last year's third quarter. After costs considered unrelated to core operating performance -- $31.7 million in the quarter or 13% of sales -- operating margin was 22% in both periods. * Capital expenditures were $39 million in the quarter primarily to expand manufacturing capacity, consolidate distribution centers and implement information systems in selected locations. Cooper expects capital expenditures in fiscal 2007 of about $160 million primarily for expanded manufacturing capacity. * Depreciation and amortization expense was $22.7 million for the quarter. * Cash flow from operations was $47.4 million in the third quarter compared with $38.5 million in last year's third quarter. As of July 31, 2007, the company's balance sheet total assets of $2.5 billion and total liabilities of $1.1 billion, resulting in a $1.4 billion stockholders' equity. Equity last year was $1.3 billion. With corporate offices in Lake Forest and Pleasanton, California, The Cooper Companies, Inc. -- http://www.coopercos.com/-- (NYSE:COO) manufactures and markets specialty healthcare products through its CooperVision and CooperSurgical units. CooperVision -- http://www.coopervision.com/-- manufactures and markets contact lenses and ophthalmic surgery products. Headquartered in Lake Forest, Calif., it has manufacturing operations in Albuquerque, New Mexico, Juana Diaz, Puerto Rico, Norfolk, Virginia, Rochester, New York, Adelaide, Australia, Hamble and Hampshire England, Ligny-en-Barrios, France, Madrid, Spain and Toronto. CooperSurgical -- http://www.coopersurgical.com/-- manufactures and markets diagnostic products, surgical instruments and accessories to the women's healthcare market. With headquarters and manufacturing facilities in Trumbull, Conn., it also manufactures in Pasadena, Calif., North Normandy, Illinois, Fort Atkinson, Wisconsin, Montreal and Berlin. Proclear(R) and Biomedics(R) are registered trademarks and Biomedics XC(TM) and Biofinity(TM) are trademarks of The Cooper Companies, Inc., and its subsidiaries or affiliates. * * * As reported in the Troubled Company Reporter on Oct. 18, 2007, Moody's Investors Service revised Cooper Companies Inc.'s ratings outlook to negative from stable. Additionally, Moody's downgraded the company's speculative grade liquidity rating to SGL-2 from SGL-1. Concurrently, Moody's affirmed the company's Ba3 corporate family rating, Ba3 probability of default rating and Ba3 rating on the $350 million senior unsecured notes due 2015. CORPORATE BACKED: S&P Holds 'B-' Rating and Removes Pos. Watch -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' ratings on classes A-1 and A-2 from Corporate Backed Trust Certificates Series 2001-8 Trust and removed them from CreditWatch, where they placed with positive implications on Sept. 28, 2007. The rating actions follow the Oct. 19, 2007, affirmations of the corporate credit rating and other ratings on General Motors Corp. (GM; B/Stable/B-3) and their removal from CreditWatch positive. The affirmations of the corporate credit rating and other ratings on GM and their removal from CreditWatch positive have no immediate rating impact on the GM-related asset-backed securities (ABS) supported by collateral pools of consumer auto loans, auto leases, or auto wholesale loans. Corporate Backed Trust Certificates Series 2001-8 Trust is a pass- through transaction, the ratings on which are based solely on the ratings assigned to the underlying securities, GM's 8.10% debentures due June 15, 2024. CREDIT SUISSE: S&P Junks Rating on 2001-HE17 Class M-2 Certs. ------------------------------------------------------------- Standard & Poor's lowered its ratings on the class M-1 and M-2 certificates from CSFB ABS Trust 2001-HE17 and CSFB ABS Trust 2001 HE-22. At the same time, S&P removed the ratings on the M-2 classes from CreditWatch and placed the ratings on the M-1 classes on CreditWatch with negative implications. Concurrently, S&P affirmed its ratings on the remaining four classes from these two series. The downgrades on the four classes reflect continuous adverse pool performance. As of the September 2007 remittance period, cumulative losses were 3.98% (series 2001-HE22) and 4.26% (2001- HE17) of the original principal balances. Losses for both series consistently outpace excess interest by 12-month averages of 308% (2001-HE17) and 208% (2001-HE22). Currently, overcollateralization for both series is zero because it has been consistently eroded by monthly losses. Current subordination for class M-1 from series 2001-HE22 is 17.94% and will continue declining as class B continues to incur losses. In addition, serious delinquencies (90-plus-days, foreclosures, and REOs) were 13.26% for series 2001-HE17 and 23.42% for series 2001- HE22 of the current principal balances. The affirmed ratings reflect adequate actual and projected credit support percentages despite the relatively high delinquencies and losses. O/C, excess spread, and subordination provide credit enhancement for these transactions, except for the most subordinate classes, which have no subordination. In addition, class A-1 from series 2001-HE22 is insured by Financial Security Assurance Inc. ('AAA' financial strength rating). The collateral backing these transactions consists of 30-year, fixed- or adjustable-rate subprime mortgage loans secured by first liens on one- to four- family residential properties. Ratings Lowered and Placed on Creditwatch Negative CSFB ABS Trust Series Rating ------ Series Class To From ------ ----- -- ---- 2001-HE22 M-1 A-/Watch Neg AAA 2001-HE17 M-1 BBB-/Watch Neg AA+ Ratings Lowered and Removed from Creditwatch Negative CSFB ABS Trust Series Rating ------ Series Class To From ------ ----- -- ---- 2001-HE17 M-2 CCC B/Watch Neg 2001-HE22 M-2 B A/Watch Neg Ratings Affirmed CSFB ABS Trust Series Series Class Rating ------ ----- ------ 2001-HE17 A1 AAA 2001-HE17 A2 AAA 2001-HE17 A-IO AAA 2001-HE22 A-1 AAA 2001-HE22 A-IO AAA DANA CORP.: Gets Go Signal to Begin Soliciting Votes on Plan ------------------------------------------------------------ Dana Corp. and its debtor-affiliates obtained the U.S. Bankruptcy Court for the Southern District of New York's consent to begin soliciting votes from creditors on their Joint Plan of Reorganization. In approximately one week, Dana expects to begin mailing solicitation packages to eligible creditors, who are required to submit their ballots by November 28, 2007. Before it could proceed with the solicitation process, Dana was required to show that the disclosure statement attached to the Plan contained "adequate information" necessary for parties entitled to vote on the Plan make an informed judgment on the Plan. Dana thrice amended the Plan and the Disclosure Statement to address objections raised by parties-in-interest and provide updates to recent developments in their Chapter 11 cases. The Plan, as amended, provides for (i) the Debtors' restructuring as a sustainable, viable business through several restructuring initiatives that were undertaken during the Chapter 11 cases; and (ii) a global settlement among the Debtors and their unions, Centerbridge Partners, L.P., and certain creditors. In November 2006, Dana outlined its restructuring goals, aiming to achieve a total of $405,000,000 to $540,000,000 in combined annual cost and margin improvement. Among other initiatives, Dana reached agreements for pricing adjustments with its major customers General Motors Corp., Toyota Motor Engineering & Manufacturing North America, Inc., Ford Motor Company, and Chrysler Company, LLC. The Plan provides for the disposal of preferred shares of reorganized Dana, to be named New Dana Holdco after the Debtors' emergence from Chapter 11, which is expected to raise $790,000,000 in new capital. Centerbridge and members of an ad hoc steering committee, which hold in the aggregate approximately $800,000,000 in Dana bonds, have agreed to backstop the rights offering, pursuant to the terms of a commitment letter, which remains subject to Bankruptcy Judge Burton R. Lifland's approval. Centerbridge will (i) pay $250,000,000 for New Series A Preferred Stock of New Dana Holdco, and (ii) together with six other backstop parties, invest up to $540,000,000 for New Series B Preferred Stock not purchased by "qualified investors", which constitute holders of bonds and trade claims of at least $25,000,000. The Plan provides for the full payment of administrative, secured claims and reinstatement of Asbestos personal injury claims but provides for zero recovery to holders of the existing Dana stock Dana and subordinated claims. General unsecured creditors will obtain 72% to 86% recovery, depending on the total amount of claims that will ultimately be allowed in the class. Dana expects to shell out 78 to 86 cents on the dollar if the total allowed amount is between $2,500,000,000 and $2,750,000,000, and notches lower at 72 to 78 cents on the dollar if the total allowed amount is between $2,750,000,000 and $3,000,000,000. Holders of general unsecured claims, including bondholder and trade claims, will be entitled to vote on the Plan. The Debtors will post the tabulated voting results on the Plan on Dec. 6, 2007. The Debtors have scheduled a hearing to seek confirmation of the Plan on Dec. 10, 2007 at 10:00 a.m., Eastern Time. Objections to the Plan's confirmation are due Nov. 28. About Dana Corporation Headquartered in Toledo, Ohio, Dana Corporation -- http://www.dana.com/ -- designs and manufactures products for every major vehicle producer in the world, and supplies drivetrain, chassis, structural, and engine technologies to those companies. Dana employs 46,000 people in 28 countries. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. The company and its affiliates filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). As of Sept. 30, 2005, the Debtors listed $7,900,000,000 in total assets and $6,800,000,000 in total debts. Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represent the Debtors. Henry S. Miller at Miller Buckfire & Co., LLC, serves as the Debtors' financial advisor and investment banker. Ted Stenger from AlixPartners serves as Dana's Chief Restructuring Officer. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, represents the Official Committee of Unsecured Creditors. Fried, Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the Official Committee of Equity Security Holders. Stahl Cowen Crowley, LLC serves as counsel to the Official Committee of Non- Union Retirees. The Debtors filed their Joint Plan of Reorganization on Aug. 31, 2007. DANNY ZECK: Owner Plans to Keep Business Going Despite Bankruptcy ----------------------------------------------------------------- Danny Zeck has placed his car dealership business under chapter 11 after it got swamped with debts, Leavenworth Times staff writer John Richmeier reports. Mr. Zeck told Leavenworth Times that his company, Danny Zeck Ford Lincoln Mercury Corp, ended up being several million dollars in debt when a company he has been doing business with for almost 20 years failed to make payments on a loan. Notwithstanding, Mr. Zeck sees the filing as an "opportunity to reorganize and move forward," saying he plans to keep the business going for at least 20 years more. Separately, Leavenworth Times cited a court document indicating a lawsuit filed by the dealership against Ford Motor Credit Co. which demands for the recovery of $600,000, A case summary of the Debtor's voluntary chapter 11 petition filed with the U.S. Bankruptcy Court for the District of Kansas was published in the Troubled Company Reporter on Oct. 9, 2007. Headquartered in Leavenworth, Kansas, Danny Zeck Ford Lincoln Mercury Corp., aka Rusty Eck Ford Mercury, filed a voluntary chapter 11 petition on Oct. 5, 2007 (Bankr. D. Kans. Case No. 07-22249). Donald G. Scott, Esq. and R. Pete Smith, Esq. at McDowell Rice Smith and Buchanan, P.C. serve as the Debtor's counsel. When the company filed for bankruptcy, it disclosed estimated assets and debts between $1 million to $100 million. DB KEY: Philrich Wants Chapter 11 Case Dismissed Over Bad Faith --------------------------------------------------------------- Philrich of Key Largo LLC, as secured creditor, asks the U.S. Bankruptcy Court for the Southern District of Florida to dismiss D.B. Key Largo LLC's chapter 11 bankruptcy case alleging bad faith filing. Philrich informed the Court that the Debtor rushed to file chapter 11 case with the idea of "staving off" a foreclosure sale on a property securing the Philrich Mortgage Obligation. Philrich relates that on June 16, 2006, the Debtor executed a certain promissory note and a mortgage securing payment of the note to TIB Bank of the Keys in the original principal amount of $6,234,000. The original mortgage was subsequently modified, and now termed as the Phirich Mortgage Obligation, which was assigned to Philrich pursuant to a certain assignment of mortgage and loan documents dated June 22, 2007. The Philrich Mortgage Obligation matured on April 1, 2007, and the Debtor defaulted under that obligation by failing to pay it in full on its maturity date. Hence, the Debtor owes Phirich the sum of $5,982,522 on the principal of the Philrich Mortgage Obligation, with a default interest from April 1, 2007 to present of 18% per annum, plus other fees. The real property securing the Philrich Mortgage Obligation is located at Mile Marker 104 in Key Largo, Florida and was intended to be developed by the Debtor as a condominium-hotel facility. In addition, the property is also subject to a certain junior mortgage obligation serviced by Berman Mortgage as attorney-in- fact. Upon confirmation, the subordinate mortgage holds a secured claim of about $7,350,000 against the property. Moreover, the property is also subject to two claims of lien: (a) in favor of Michael Uhre in the amount of $8,182, and (b) in favor or JFS Design Inc. in the amount of $3,378. Philrich also relates that the only asset of any value owned by the Debtor is the property at Key Largo. However, Philrich contests that there is no equity in the property since the Debtor's disclosed secured claims against the property is about $13,000 and thus, exceeds the purported value of the property of about $10 million. Philrich further relates that the Debtor has zero revenues from the operation of its business and does not have the financial ability to service any of the secured debt, including the Philrich Mortgage Obligation. Moreover, Philrich says there will be no funds available for unsecured creditors because of the huge amount of secured debt the Debtor owes. Kluger, Peretz, Kaplan & Berlin, PL is counsel to Philrich. About D.B. Key Largo Coconut Grove, Florida-based D.B. Key Largo LLC owns and manages real estate. The company filed for chapter 11 bankruptcy protection on Sept. 28, 2007 (Bankr. S.D. Fl. Case No. 07-18127). Lisa M. Schiller, Esq. at Rice, Pugatch, Robinson & Schiller, P.A. represents the Debtor in its restructuring efforts. When the Debtor filed for bankruptcy, it listed total assets of $10 million and total debts of $14 million. DB KEY: Section 341(a) Creditors Meeting Scheduled Tomorrow ----------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of creditors in D.B. Key Largo LLC's cases at 3:00 p.m., on Oct. 25, 2007, at Room 1021 Claude Pepper Federal Building, 51 Southwest First Avenue in Miami, Florida. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers an opportunity for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Coconut Grove, Florida-based D.B. Key Largo LLC owns and manages real estate. The company filed for chapter 11 bankruptcy protection on Sept. 28, 2007 (Bankr. S.D. Fl. Case No. 07-18127). Lisa M. Schiller, Esq. at Rice, Pugatch, Robinson & Schiller, P.A. represents the Debtor in its restructuring efforts. When the Debtor filed for bankruptcy, it listed total assets of $10 million and total debts of $14 million. DEL LABORATORIES: Moody's Revises Outlook to Stable from Negative ----------------------------------------------------------------- Moody's Investors Service affirmed all of the ratings of Del Laboratories, Inc. but changed the outlook to stable from negative. The change to a stable outlook reflects: 1) Del's significant improvement in financial metrics since 2005, 2) the company's successful resolution of a number of operational and logistic difficulties, and 3) Moody's expectation that operating performance will continue to improve. "While Del has successfully achieved a number of significant process improvements over the last year, which have meaningfully impacted overall profitability and financial stability, further work is needed, including the company's ability to demonstrate sufficient financial and reporting controls, "says Moody's Vice President Janice Hofferber. In addition, Del's accelerated new product development initiatives, while driving strong organic growth in the highly competitive mass cosmetics category, will continue to require significant investment as well as potential risk of inventory problems at a time when the company's leverage remains high. These ratings of Del Laboratories, Inc. were affirmed: -- Corporate family rating of B3 -- Probability of default rating of B3 -- $185 million floating rate senior secured notes due 2011, affirmed at B1 (LGD 2, 28%) -- $175 million 8% senior subordinated notes due 2012, affirmed at Caa2 (LGD 5, 81%) -- Speculative Grade Liquidity Rating of SGL-3 Del's ratings are constrained by its high leverage and continued weak, albeit improving, financial metrics as well as the inherent risks of participating in the highly competitive mass cosmetics category. These risks include the ongoing necessity to invest, with no guarantee of success, in new products, brand promotion, and display/capital spending to counter fast-changing consumer preferences. Nevertheless, Del's ratings are supported by the company's stable, long-lived, and leading market positions in its core Sally Hansen and Orajel product lines with a strong track record of successful product innovations and brand development. These factors underscore the value of its brands and help to mitigate the competitive risks. Importantly, Moody's notes that Sally Hansen's focus on functional beauty products (e.g., nail treatment, nail enamel, implements, bleaches, and depilatories) and its value-price orientation reduces its exposure to industry fashion risks. Despite Del's strong brand franchise, the company faces a number of other risks including competition from larger and/or well-resourced companies (L'Oreal, Procter & Gamble, Colgate, Revlon, and Wyeth); the increasing bargaining power of large, retail customers, and ever-present regulatory and product liability concerns. Additionally, while Moody's recognizes that Del has undertaken the necessary improvements in financial controls, staffing and accounting policies and procedures to address three material weaknesses in its internal control over financial reporting, these material weaknesses were continuing as of June 30, 2007. Accordingly, the ratings will remained constrained until financial statements no longer contain these material weaknesses. Del Laboratories, Inc., based in Uniondale, New York, is a manufacturer and marketer of cosmetic and over-the-counter pharmaceutical products. Del's cosmetic products consist primarily of nail color, nail treatment, bleaches and depilatories, beauty implements and value cosmetics sold under the Sally Hansen, La Cross, and N.Y.C. New York Color brandnames. Pharmaceutical products include oral analgesics, children's toothpaste and sore throat relief and other specialty OTC products and are sold under the Orajel, Dermarest and Gentle Naturals brand names. Del's reported revenues of approximately $450 million for the 12 months ended June 30, 2007. DORMITORY AUTHORITY: Moody's Affirms B2 Rating on $97 Mil. Bonds ---------------------------------------------------------------- Moody's Investors Service affirmed the B2 rating assigned to Staten Island University Hospital's (NY) $97 million of outstanding bonds issued through The Dormitory Authority of the State of New York and the New York City Industrial Development Agency. The outlook remains negative due to the uncertainty surrounding federal investigations and expected but unknown dollar amount of a monetary settlement, despite a three-plus year improvement in operating performance. Legal Security: The public bonds are secured by a pledge of gross receipts and a mortgage on the health care facilities. An inter- creditor agreement between the Dormitory Authority of the State of New York, the New York City Industrial Development Agency and the bond trustees includes a 120-day standstill provision during which time the Dormitory Authority has the exclusive right to negotiate a workout plan and creditor remedies are suspended if the need arises. The borrowing documents required the hiring of a consultant as a result of prior covenant violations. Interest Rate Derivatives: SIUH entered into a $20 million notional amount fixed-to-floating rate swap, exposing the system to the potential risk of rising interest rates. This swap was terminated in 2006. Strengths * Leading and growing 56% market share on Staten Island, twice the share of the next largest competitor, reflecting the provision of high end clinical services * Operating cash flow has improved in each of the past three years and is continuing through interim 2007 * While still modest, days cash on hand has increased from 32 days in 2004 to 47 days as of June 30, 2007 * Ability to hold down expenses in light of modest revenue growth Challenges * Uncertainty surrounding settlement talks with the Department of Justice and Office of the Inspector General that is likely to result in a sizable monetary payment * Absolute liquidity is still weak at 47 days cash on hand * Total revenue growth has averaged less than 3% annually over the past 30 months * In addition to a recently completed $13 million private placement, there is the expectation of further material debt issuance in the mid-term due to limited capital spending over the past three years Recent Developments/Results The uncertainty surrounding Staten Island University Hospital's (SIUH) negotiations with the federal government's Department of Justice (DOJ) and Office of the Inspector General (OIG) over reported overpayments has remained the overriding credit concern for nearly four years. After SIUH agreed in 2005 to pay New York State $76 million over 12 years for unrelated violations, the hospital had hoped to conclude negotiations with the DOJ/OIG as well. Since that time, there appears to have been sporadic communication between the two parties until the past few months. At this time, it is unclear when the parties will reach a settlement, what the final amount will be, over what term payments will be made and if an upfront cash payment will be required. Clearly, the final particulars related to these factors will have a bearing on the ultimate risk profile and rating. As of December 31, 2006, SIUH's audit reflected "Third party payer" and "Other long term liabilities" totaling approximately $75 million. Within these amounts are approximately $5 million for pension and other post-retirement liabilities. The remaining $70 million includes an estimate for the DOJ/OIG liabilities, as well as other liabilities. Based on an estimated five year payout and a 6% interest rate, the $70 million would convert to a principal "debt" liability of approximately $59 million. Moody's believes SIUH's ability to service a $59 million debt settlement (the actual OIG reserve would be somewhat less than $59 million, to the extent of non-DOJ/OIG liabilities), would hinge on the term of the payout. A shorter term could place considerable stress on cash flow and current liquidity levels. Operationally, SIUH has demonstrated improvement over the past three years. Operating cash flow has increased from $35.6 million in 2004 to $40.9 million in 2006 and through the first six months of 2007 is running 22% ahead of the prior year period. Despite minimal revenue growth that has averaged less than 3% annually, SIUH has done a good job of limiting expense growth to an even lower rate. Revenue growth has been negatively impacted by increasing charity care, a decline in community health grants, a decline in case mix index and a loss of outpatient surgery procedures to physician offices (2005 was also impacted by an accounting reclassification). Moody's believes SIUH is the better positioned of the two systems that operate on Staten Island. SIUH's market share has grown by nearly three percentage points in the past three years, to 55.6%, while the only local competitor (St. Vincent's Hospital, now Richmond University Medical Center (RUMC)), has seen its share drop from 33% to 28%. RUMC had been part of Saint Vincent Catholic Medical Centers, which filed for bankruptcy several years ago. RUMC was subsequently acquired by Bayonne Medical Center in late 2006; Bayonne filed for bankruptcy earlier this year. SIUH offers a broader and more complex level of clinical services than RUMC and appears to have improved its physician relations, at RUMC's expense. While SIUH has managed to increase its modest liquidity levels over the past few years, we believe it is largely the result of depressed capital spending (which will need to be reversed) and the previously mentioned operating improvement. Days cash on hand has grown from 32 days in 2004 to 47 days as of June 30, 2007, while cash-to-debt has improved from 34% to 63% over the same period. However, the addition of the recently completed $13 million private placement (which will help finance a $39 million emergency room expansion) and the incorporation of $59 million related to the OIG investigation and another $55 million related to State investigations that have already been settled, depresses cash-to-debt to only 25%. Moody's also believes that SIUH will be issuing additional debt in the near term in order to renovate its property (capital spending ratios has averaged only 0.54 times over the past four years). Outlook The negative outlook is based on the uncertainty surrounding the investigation by the federal Department of Justice and Office of the Inspector General, which is likely to result in a significant monetary payment What could change the rating--UP Monetary settlement with the DOJ/OIG that allows SIUH to operate with greater financial flexibility while still making scheduled payments What could change the rating--DOWN Monetary settlement with the DOJ/OIG that does not allow sufficient financial flexibility, either because of the size of the total settlement, the size of any upfront cash payment or the shortness of the timeframe for repaying the obligation Key Indicators Assumptions & Adjustments: -- Based on financial statements for Staten Island University Hospital and Subsidiaries -- First number reflects audit year ended Dec. 31, 2006 -- Second number reflects audit year ended Dec. 31, 2006, plus additional imputed debt from converting estimated settlement liabilities ($110.6 million), plus $13 million private placement -- Revenues increased by $2.6 million to offset a prior period reduction -- Investment returns normalized at 6% unless otherwise noted -- Second number incorporates "gross up" of interest expense for the settlement liabilities and private placement * Acute admissions: 33,550; 33,550 * Total operating revenues: $606 million; $606 million * Moody's-adjusted net revenue available for debt service: $45.1 million; $45.1 million * Total debt outstanding: $124 million; $251 million * Maximum annual debt service (MADS): $20.1 million; $42.7 million * MADS Coverage with reported investment income: 2.32 times; 1.09 times * Moody's-adjusted MADS Coverage with normalized investment income: 2.24 times; 1.06 times * Debt-to-cash flow: 3.65 times; 8.52 times * Days cash on hand: 44 days; 44 days * Cash-to-debt: 56%; 28% * Operating margin: 1.1%; 0.4% * Operating cash flow margin: 6.8%; 6.8% Rated Debt (debt outstanding as of December 31, 2006) -- Series 1998 bonds: $48.9 million outstanding; issued through the Dormitory Authority of the State of New York; rated Aaa based on Ambac insurance, B2 underlying rating -- Series 2001A and B bonds: $31.4 million outstanding; issued through the New York City Industrial Development Agency; rated B2 -- Series 2002C bonds: $16.7 million outstanding; issued through the New York City Industrial Development Agency; rated B2 EDISON MISSION: Moody's Affirms Ba3 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service upgraded Midwest Generation, LLC secured lease obligation bonds to Baa3 from Ba2 and affirmed the ratings of Edison Mission Energy, including the company's Corporate Family Rating at Ba3. The rating action concludes a review on these MWG securities that had been initiated on May 1, 2007. EME's and MWG's rating outlook is stable. The rating affirmation at EME and upgrade at MWG follows EME's completion of a tender offer and an associated bank debt retirement largely financed through the issuance of $2.7 billion of senior unsecured notes at EME. Completion of the refinancing has resulted in a more streamlined capital structure at EME, lower consolidated interest costs, and an extension of debt maturities, all of which enhances overall financial flexibility. The rating affirmation also reflects the expected continuation of strong financial performance and cash flow generation for the remainder of 2007 and the next few years due to forward hedges entered into at EME subsidiaries, MWG and Homer City Generating Station (Homer City). EME's adjusted cash flow (CFO pre-W/C) to adjusted debt averaged slightly less than 12% for 2005 and 2006 and 12.4% through the 12 month period ending June 30, 2007. While the company has a substantial capital investment program underway, which is largely focused on wind generation, a substantial portion of this program is being funded by excess cash flow generated by MWG and Homer City. Moody's expects EME's projected credit metrics to remain in line with other independent power companies whose Corporate Family Rating is in the Ba range as cash flow (CFO pre-W/C) to adjusted debt is expected to be comfortably above 10% over the next several years under most reasonable scenarios. The rating upgrade at MWG largely reflects the improved recovery prospects for MWG secured lease holders as more than $1.3 billion of MWG first lien and second lien debt was permanently eliminated following the completion of the refinancing transaction. Moody's also observes that a substantial portion of the principal amount of the existing MWG secured lease debt will be amortized by the end of 2009 from scheduled lease payments providing additional collateral protection for the remaining secured lease debt. Due to the completion of the tender offer and related refinancing, which retired debt at both Mission Energy Holding Company (MEHC) and at MWG, Moody's has withdrawn the B2 rating for approximately $800 million of senior secured notes at MEHC, the Ba2 rating for $1 billion of second lien notes at MWG, and the Baa3 rating for first lien bank debt at MWG. Moody's has also withdrawn all loss given default assessments (LGDs) associated with these instruments. EME's stable outlook factors in a continuation of steadily improving cash flows for the next few years due to an active hedging program that should continue to produce positive margins for EME's fleet of well-placed coal-fired electric generation. The stable rating outlook further considers the company's plans for internal growth including its planned investment in wind generation, which when completed, will provide another source of fairly predictable cash flows for EME. Ratings affirmed: Edison Mission Energy -- Corporate Family Rating -- Ba3 Ratings upgraded: Midwest Generation, LLC -- $900 million (originally $1.1 billion) senior secured pass- through certificates due 2009 and 2016, upgraded to Baa3 (LGD2, 10%) from Ba2 (LGD2, 28%); LGD assessments revised: Edison Mission Energy -- Senior unsecured notes at B1 to (LGD4, 63%) from (LGD4, 64%) Midwest Generation, LLC: -- $500 million first lien revolving credit facility due 2012 at Baa3 to (LGD1, 1%) from (LGD1, 8%) Withdrawals: Midwest Generation, LLC -- Senior Secured Revolving Credit Facility due 2011, Withdrawn, previously rated Baa3 (LGD1, 3%) -- Senior Secured Term Loan due 2011, Withdrawn, previously rated Baa3 (LGD1, 3%) -- Secured Second Lien Notes due 2034, Withdrawn, previously rated Ba2 (LGD2, 29%) Mission Energy Holding Company -- Senior Secured Global Notes due 2008, Withdrawn, previously rated B2 (LGD6, 93%) Outlook Actions: Midwest Generation, LLC -- Outlook, Changed To Stable From Rating Under Review Mission Energy Holding Company -- Outlook, Changed To Rating Withdrawn From Stable Headquartered in Irvine, California, Edison Mission Energy is an independent power production company, which is indirectly wholly- owned by Edison Mission Group (EMG). EMG is wholly-owned by Edison International (EIX: Baa2: Issuer Rating), whose common stock publicly trades on the NYSE. ELLINGTON LOAN: Moody's Assigns Ba1 Rating to 2007-2 B-4 Certs. --------------------------------------------------------------- Moody's Investors Service assigned a Aaa rating to the senior certificates issued by Ellington Loan Acquisition Trust 2007-2 and ratings ranging from Aa1 to Ba1 to the subordinate certificates in the deal. The securitization is backed by fixed-rate and adjustable-rate, subprime residential mortgage loans originated by Fremont Investment & Loan (100%). The ratings are based primarily on the credit quality of the loans and on the protection against credit losses provided by subordination, overcollateralization and excess interest. The securitization is a party in an interest-rate swap agreement, with Morgan Stanley Capital Services, Inc. as the counterparty. Moody's expects collateral losses to range from 8.10% to 8.60% Wilshire Credit Corporation will service the mortgage loans and Wells Fargo Bank, N.A. will act as master servicer. Moody's has assigned Wilshire Credit Corporation its servicer quality rating of SQ1- as a servicer of subprime mortgages. Moody's has assigned Wells Fargo Bank, N.A. its top servicer quality rating of SQ1 as a master servicer of mortgages. The Complete Rating Actions are: Ellington Loan Acquisition Trust 2007-2 Mortgage Pass-Through Certificates, Series 2007-2 -- Cl. A-1, Assigned Aaa -- Cl. A-2a, Assigned Aaa -- Cl. A-2b, Assigned Aaa -- Cl. A-2c, Assigned Aaa -- Cl. A-2d, Assigned Aaa -- Cl. A-2e, Assigned Aaa -- Cl. A-2f, Assigned Aaa -- Cl. M-1a, Assigned Aa1 -- Cl. M-1b, Assigned Aa1 -- Cl. M-2a, Assigned Aa2 -- Cl. M-2b, Assigned Aa2 -- Cl. M-3, Assigned Aa3 -- Cl. M-4a, Assigned A1 -- Cl. M-4b, Assigned A1 -- Cl. M-5, Assigned A2 -- Cl. M-6, Assigned A3 -- Cl. B-1, Assigned Baa1 -- Cl. B-2, Assigned Baa2 -- Cl. B-3, Assigned Baa3 -- Cl. B-4, Assigned Ba1 ENERGY FUTURE: Fitch Lowers Issuer Default Rating to B from BB+ --------------------------------------------------------------- Fitch Ratings has published a credit analysis on Energy Future Holdings Corp., formerly TXU Corp. Fitch downgraded the long-term Issuer Default Rating of TXU Corp. to 'B' from 'BB+' and took various rating actions on its subsidiaries on Oct. 7, 2007. The Rating Outlook of EFH and its indirect subsidiaries is Stable. The significant amounts of debt incurred at the Texas Competitive Electric Holdings, LLC and parent holding company levels to fund the LBO and aggressive financial strategy are Fitch's most significant rating concerns. Additional rating concerns include: the risk of retail electric provider business customer loss or margin reduction; construction risk related to three new lignite plants now under construction; commodity price fluctuations to the extent the expected energy output is not hedged, and risks associated with any adverse changes in the Texas retail or wholesale electric market structure or environmental regulation. ENESCO GROUP: Unsecured Creditors to Get 27% Under Amended Plan --------------------------------------------------------------- Enesco Group, Inc. and its debtor-affiliates filed its second amended Disclosure Statement with respect to its Second Amended Plan of Liquidation with the U.S. Bankruptcy Court for the Northern District of Illinois, on Oct. 10, 2007. The Debtors relate that the Plan proposes to liquidate the remaining assets of the Debtors and distribute the proceeds to the holders of the allowed claims. The principal source of the distributions will be: a) cash on hand as of the effective date of the Plan; b) proceeds from the Debtors' lender settlement; c) proceeds and tax refunds arising out of the resolution of the Hong Kong Tax Dispute; d) proceeds from the Contingency Litigation Agreement; and e) Litigation Trust Proceeds. Summary Treatment of Claims Under The Plan The Plan proposes that all holders of allowed administrative claims, allowed priority claims, other than the Internal Revenue Service, and the allowed non-tax priority claims will have their allowed claims paid in full on or about the effective date of the plan from the proceeds of the Lender Settlement. In addition, within 60 days of the effective date, general unsecured creditors will receive their pro-rate share of $480,000 from the proceeds of the Lender Settlement. The Debtors say that general unsecured creditors are expected to receive 27% of their claims. Unsecured creditors will further be entitled to receive additional future distribution. Within the same time frame, the Internal Revenue Service will receive $650,000 from the proceeds of the Lender Settlement and will be entitled to receive additional future distribution. Additional contributions, the Debtors say, are however, contingent on future recoveries by the Debtors and are not guaranteed. The Contingency Litigation Trust, the Debtors add, are also not guaranteed. Summary Creditor Treatment if Plan is Not Confirmed The Debtors tell the Court that if the Plan is not confirmed, then they are not substantively consolidated for purposes of the Plan or their cases are converted to ones under Chapter 7 of the Bankruptcy Code. At the conclusion of the Chapter 7 cases, administrative claims will still be paid in full. However, tax priority claims holders will only receive 4.9% of their claims. General Unsecured Creditors on the other hand, will receive nothing. The Debtors reveal that the primary reasons for the significantly smaller distributions under this scenario are: 1) the proceeds and other benefits from the: -- Lender Settlement; -- the Contingency Litigation Agreement; and -- the resolution of the Hong Kong Tax Dispute, will be substantially compromised or lost, resulting in a significantly smaller recovery by the Debtors' estates; and 2) there will be additional administrative costs if the Plan is not confirmed. About Enesco Group Based in Itasca, Illinois, Enesco Group, Inc. -- http://www.enesco.com/-- is a producer of giftware, and home and garden decor products. Enesco's product lines include some of the world's most recognizable brands, including Disney, Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane, Border Fine Arts, among others. Enesco distributes products to a wide array of specialty gift retailers, home decor boutiques and direct mail retailers, as well as mass-market chains. The company serves markets operating in Europe, particularly in the United Kingdom and France, as well in the Asia Pacific in Australia and Hong Kong. The company also has Latin-American operations in Mexico. Enesco Group and its two affiliates, Enesco International Ltd. and Gregg Manufacturing, Inc., filed for chapter 11 protection on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565). Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors. Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and noticing agent. In schedules of assets and debts filed with the Court, Enesco disclosed total assets of $61,879,068 and total debts of $231,510,180. Chad H. Gettleman, Esq., and Brad A. Berish, Esq., at Adelman & Gettleman, Ltd., represent the Official Committee of Unsecured Creditors. William R. Baldiga, Esq., Jessica M. Paris, Esq., and Robert J. Stark, Esq., at Brown Rudnick Berlack Israels LLP; and Thomas V. Askounis, Esq., at Askounis & Borst, PC, represent the Ad Hoc Committee of Equity Security Holders. ENESCO GROUP: Plan Confirmation Hearing Set for November 19 ----------------------------------------------------------- The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the Northern District of Illinois set a hearing at 1:30 p.m., on Nov. 28, 2007, to consider confirmation of the Second Amended Plan of Liquidation filed Enesco Group, Inc. and its debtor-affiliates. Objections to the Plan, if any, are due November 19. Judge Goldgar had given his conditional approval on the adequacy of the Disclosure Statement explaining the Plan and has also set November 19 as the last day to oppose the disclosure statement. About Enesco Group Based in Itasca, Illinois, Enesco Group, Inc. -- http://www.enesco.com/-- is a producer of giftware, and home and garden decor products. Enesco's product lines include some of the world's most recognizable brands, including Disney, Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane, Border Fine Arts, among others. Enesco distributes products to a wide array of specialty gift retailers, home decor boutiques and direct mail retailers, as well as mass-market chains. The company serves markets operating in Europe, particularly in the United Kingdom and France, as well in the Asia Pacific in Australia and Hong Kong. The company also has Latin-American operations in Mexico. Enesco Group and its two affiliates, Enesco International Ltd. and Gregg Manufacturing, Inc., filed for chapter 11 protection on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565). Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors. Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and noticing agent. In schedules of assets and debts filed with the Court, Enesco disclosed total assets of $61,879,068 and total debts of $231,510,180. Chad H. Gettleman, Esq., and Brad A. Berish, Esq., at Adelman & Gettleman, Ltd., represent the Official Committee of Unsecured Creditors. William R. Baldiga, Esq., Jessica M. Paris, Esq., and Robert J. Stark, Esq., at Brown Rudnick Berlack Israels LLP; and Thomas V. Askounis, Esq., at Askounis & Borst, PC, represent the Ad Hoc Committee of Equity Security Holders. ENGINEERED CARBONS: Auction Sale Scheduled on October 30 -------------------------------------------------------- Deguss Engineered Carbons LP has announced that Engineered Carbons Inc.'s partner interest in all property, both real and personal, and revenues paid, distributed to it in respect of its Agreement of Limited Partnership with the former, as general partner, will be auctioned on Tuesday, Oct. 30, 2007, at 10:00 a.m. EST, at the following address: 277 Park Avenue 8th Floor New York, New York 10017 For additional information, please get in touch with: Deussa Engineered Carbons LP http://www.dec-lp.com or call Ms. Marina Flindell at (212) 622-4510. EUROPEAN AMERICAN: Section 341(a) Meeting Slated for Thursday ------------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of creditors in European American Realty, Ltd.'s chapter 11 cases at 1:00 p.m., on Oct. 25, 2007, at Room 362, Russell Federal Building, 75 Spring Street in Atlanta, Georgia. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers an opportunity for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Atlanta, Georgia-based European American Realty, Ltd. is engaged in the real estate business. The Debtor filed for chapter 11 protection on Sept. 21, 2007 (Bankr. N.D. Ga. Case No. 07-75353). J. Robert Williamson, Esq. at Scroggins and Williamson represents the Debtor in its restructuring efforts. When the Debtor filed for bankruptcy, it listed assets and debts between $1 million to $100 million. FAIRPOINT COMMS: Closes MOU with Unitil and National Grid Units --------------------------------------------------------------- FairPoint Communications Inc. has concluded separate Memoranda of Understanding with the subsidiaries of Unitil Corporation and National Grid USA, regarding the joint ownership of utility poles in the companies' mutual market areas. The agreements will become effective upon FairPoint's acquisition of Verizon's wireline operations in Vermont, Maine and New Hampshire. The agreements will establish procedures to improve operation and maintenance practices regarding jointly owned poles in their mutual market areas. Both Unitil and National Grid had petitioned as intervenors before the New Hampshire Public Utilities Commission concerning the transaction. Unitil and National Grid will ask the Commission to approve the Memoranda as full resolution of the concerns they had raised regarding FairPoint. "We are gratified that these two energy companies are supporting FairPoint's efforts in this transaction and we're looking forward to working with their staffs in New Hampshire once it is complete," Gene Johnson, FairPoint's chairman and CEO, said. About Unitil Corporation Headquartered in Hampton, New Hampshire, Unitil Corporation (AMEX:UTL) -- http://www.unitil.com/-- is a public utility holding company operating through its subsidiaries. Unitil's principal business is the retail distribution of electricity and natural gas through two utility subsidiaries: Unitil Energy System's Inc. and Fitchburg Gas and Electric Light Company. Its retail distribution utilities serve approximately 99,300 electric customers and 15,000 natural gas customers in their franchise areas. About National Grid USA Headquartered in Westborough, Massachusetts, National Grid USA -- http://www.nationalgridus.com/-- is an energy delivery company. In the U.S., National Grid delivers electricity to approximately 3.3 million customers in Massachusetts, New Hampshire, New York and Rhode Island, and manages the electricity network on Long Island under an agreement with the Long Island Power Authority. National Grid owns 6,650 megawatts of electricity generation that provides power to over one million LIPA customers and supplies roughly a quarter of New York City's electricity needs. It is also a distributor of natural gas in the northeastern U.S., serving approximately 3.4 million customers in New York, Massachusetts, New Hampshire and Rhode Island. About FairPoint Communications Inc. Based in Charlotte, North Carolina, FairPoint Communications Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- offers an array of services to residential and business customers including: local voice, long distance and data products. FairPoint owns and operates 30 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. * * * Moody's Investor Services assigned B1 on FairPoint Communications Inc.'s probability of default and long term corporate family ratings on January 2005. The outlook is stable. The ratings hold to date. FIDELITY MUTUAL: Gets Final OK for 4th Amended Rehabilitation Plan ------------------------------------------------------------------ Judge Jame Gardner Colins of the Commonwealth Court of Pennsylvania gave final approval to The Fidelity Mutual Life Insurance Company's fourth amended plan for rehabilitation. In addition, the Court's final approval of the plan overrules the objection of Norman Corwin to the proposed assumption reinsurance transaction with Commonwealth Annuity and Life Insurance Company. The Court's final approval of the plan also overrules the objections of Paul Levengood, John Kennebec, Hugh Norris, John Mulien, Robert Andrews, Michael Ryan, Billy Welch, Steven and Doris Hurr, Stephen Maybaum, Stanley Kmiecik, John Kiligariff, Thomas Maloney, Carol Warren, and Nancy Pjura to their estimated individual allocation statements. As reported in the Troubled Company Reporter on July 26, 2007, Pursuant to the Amended Plan, Fidelity Mutual had proposed: -- to assume a reinsurance transaction with Commonwealth Annuity; and -- that the amount of the holdback for retained liabilities be increased to $10 million. Preliminary approval of the Plan was granted by the Commonwealth Court on Aug. 29, 2006. Once the proposed transaction is approved, Fidelity will transfer to Commonwealth Annuity 100% of its insurance business along with the assets needed to support the transferred business. Fidelity will also make a significant cash distribution to persons who were mutual members as of Aug. 31, 2001, in exchange for the extinguishment of their mutual member interests. Thereafter, Fidelity will dissolve, and the transferred contracts will continue in force as obligations of Commonwealth Annuity. Commonwealth Annuity is a subsidiary of The Goldman Sachs Group Inc., which has an equity market capitalization of approximately $90 billion. As of Dec. 31, 2006, Commonwealth Annuity had an A.M. Best financial strength rating of "A-" with a stable outlook, and had statutory capital and surplus of $374.1 million. The ongoing rehabilitation of The Fidelity Mutual Life Insurance Company -- https://www.fmlic.com/ -- involves the largest insolvency of an insurance company in Pennsylvania. As of March 31, 2007, Fidelity disclosed $881,118,485 in total assets and $802,043,864 in total liabilities. M. Diane Koken, Insurance Commissioner for the Commonwealth of Pennsylvania, is the Statutory Rehabilitator for Fidelity Mutual and is represented by Thomas A. Leonard, Esq., at Obermayer Rebmann Maxwell & Hippel LLP. Robert H. Levin, Esq., at Adelman Lavine Gold and Levin, P.C., represents Fidelity's Policyholders' Committee. FOXTONS NORTH: Can Hire Garden City as Claims & Noticing Agent -------------------------------------------------------------- Foxtons North America and Foxtons Inc. obtained authority from the U.S. Bankruptcy Court for the District of New Jersey to employ the Garden City Group Inc. as Claims and Noticing Agent. The Garden City is expected to: a) serve the first day motions; b) prepare and serve all required notices in this Chapter 11 cases including (i) the Section 341(a) notice; (ii) notice of the Claims Bar Date; (iii) notice of objections to claims; (iv) notice of hearings on a disclosure statements and confirmation of a plan of reorganization; and (v) other notices required for the administration of this chapter 11 cases; c) file with the clerk's office, within 5 days after the mailing of a particular notice, a certification of service; d) maintain copies of all proofs of claims filed; e) maintain official claims registers from the Debtors by docketing all proofs of claims and interests received; f) transmit to the Clerk's office a copy of the claims register on a monthly basis; g) provide access to the public for the examination of copies of the proofs of claim during regular business hours; and h) provide such other claims processing, noticing and related administrative services as may be required by the Debtors. Michael Sherin, the chairman of the Garden City Group Inc., tells the Court that the Debtors paid the firm a retainer amounting to $5,000 to be applied against: -- the prepetition fees and expenses incurred in connection with the services; and -- the final bill that will be rendered by the firm for the postpetition fees and expenses incurred in connection with these cases. In the event that the amount is exhausted, the Debtors will replenish the amount as requested by the firm. Mr. Sherin relates that out-of-pocket expenses incurred in connection with the performance of services will also be reimbursed. Mr. Sherin assures the Court that the firm is disinterested as that term is defined in the Section 101(14) of the Bankruptcy Code. West Long Branch, New Jersey-based Foxtons North America Inc., -- http://www.foxtons.com/-- aka YourHomeDirect.com, and its affiliate, Foxtons Inc., are real estate agents. Foxtons Inc. is also known as Foxtons Realty Inc., YHD Foxtons, and YHD-Foxtons Inc. The Debtors filed for chapter 11 bankruptcy protection on Oct. 5, 2005 (Bankr. D. N.J. Case Nos. 07-24497 and 07-24496). Daniel M. Eliades, Esq., Harry M. Gutfleish, Esq., and Michael E. Holt, Esq. at Forman Holt Eliades & Ravin LLC represent the Debtors in their restructuring efforts. In documents submitted to the Court, Foxtons North America disclosed total assets of $487,757 and total liabilities of $40,885,834. Foxtons Inc. disclosed total assets of $2,618,254 and total liabilities of $480,945. FOXTONS NORTH: Section 341(a) Meeting Scheduled for November 1 -------------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors in Foxtons North America Inc. and Foxtons Inc.'s chapter 11 cases at 2:00 p.m., on Nov. 1, 2007, at Clarkson S. Fisher Federal Courthouse, Room 129, 402 East State Street in Trenton, New Jersey. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers an opportunity for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. West Long Branch, New Jersey-based Foxtons North America Inc., -- http://www.foxtons.com/-- aka YourHomeDirect.com, and its affiliate, Foxtons Inc., are real estate agents. Foxtons Inc. is also known as Foxtons Realty Inc., YHD Foxtons, and YHD-Foxtons Inc. The Debtors filed for chapter 11 bankruptcy protection on Oct. 5, 2005 (Bankr. D. N.J. Case Nos. 07-24497 and 07-24496). Daniel M. Eliades, Esq., Harry M. Gutfleish, Esq., and Michael E. Holt, Esq. at Forman Holt Eliades & Ravin LLC represent the Debtors in their restructuring efforts. In documents submitted to the Court, Foxtons North America disclosed total assets of $487,757 and total liabilities of $40,885,834. Foxtons Inc. disclosed total assets of $2,618,254 and total liabilities of $480,945. FULMER LOGISTICS: Vision Opportunity to Sell Collateral on Nov. 7 ----------------------------------------------------------------- The collateral securing Fulmer Logistics Corporation's indebtedness to Vision Opportunity Master Fund Ltd. is up for public sale on Nov. 7, 2007, 10:00 a.m., Eastern Time at the offices of: Locke Lord Bissell & Lidell LLP 26th Floor No. 885 Third Avenue New York, NY 10022 Pursuant to a stock pledge agreement dated Nov. 9, 2006, Vision Opportunity will be selling Fulmer Logistics' rights in the collateral which consists of 100% of the issued and outstanding common stock of 4 Elements Inc., a California corporation. The highest bid other than Vision's will be required to pay not less than 25% of the purchase price of the collateral. Interested parties who wish to see the loan documents or require additional information may contact: Kenneth M. Lodge Counsel to Vision Opportunity Master Fund Ltd. Locke, Lord Bisselle & Liddell 45th Floor, 111 South Wacker Drive Chicago, IL 60606-4410 Tel (312) 443-0478 Fax (312) 896-6478 About 4 Elements Based in Bentonville, Arkansas, 4 Elements Inc. -- http://4elogistics.com/-- is engaged in the arrangement of transportation of freight and cargo. About Fulmer Logistics Based in Vero Beach, Florida, Fulmer Logistics Corporation -- http://www.fulmerlogistics.com/-- provides agent-based transportation and logistics services. GLOBAL HOME: Court Approves Expansion of PwC's Tax Services ----------------------------------------------------------- The Honorable Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware, gave Global Home Products LLC and its debtor-affiliates, permission to expand PricewaterhouseCoopers LLP's retention as tax services provider. PwC's expanded scope of engagement includes: a) preparation of the Debtors' U.S. income tax returns for the fiscal year ending March 31, 2007; b) provide daily tax functions including responding to tax notices, calculating tax depreciation, computing reconciliation for management, preparing foreign tax returns; and c) provide other tax-related consulting services as may be requested by the Debtors. The Debtors discloses that it will pay PwC a fixed fee of $155,400 for completion of the tax returns. For any services in addition to preparation of the tax returns, the firm's professionals rates are: Designation Hourly Rate ----------- ----------- National office Partner/Director $550 Local Office Partner $525 Director $400 Manager $325 Senior $225 Staff $175 The Debtors assures the Court that the firm holds no interest adverse to the Debtors estates and is disinterested as the term is defined in Section 101(14) of the Bankruptcy Code. Previous Employment As reported in the Troubled Company Reporter on Oct. 24, 2006, the Court gave approval for PwC top provide tax services for the Debtors. The firm will provide an Ohio investment tax credit analysis in two phases: a) phase one: consist of high level review and calculation for additions during Jan. 1, 2005 through Dec. 31, 2005. b) phase two consist of: -- review of based period; -- detailed calculation of credit; -- preparation of credit attachment for the 2006 Ohio franchise tax report; -- filing of notice of intent to claim the manufacturer's credit for Jan. 1, 2005 through Dec. 31, 2005, if necessary; and -- potential plan tour for determination of qualifying assets. The firm will provide Ohio personal property tax return services, including, but not limited to: prepare and sign as preparer of the 2006 Ohio county return of taxable business property for Anchor Hocking Consumer Glass Operating Company LLC, Anchor Hocking Consumer Glass Corporation, Mirro Operating Company LLC and GHP Operating Company LLC. The firm will provide tax services, including, but not limited to: a) prepare and sign as preparer of the U.S. partnership income tax return, Form 1065, for the Debtors for the tax year starting Apr. 1, 2005 through Mar. 31, 2006; b) prepare and sign as preparer of required federal and state income tax returns for Apr. 1, 2005 through Mar. 31, 2006; c) prepare estimated tax payments and extensions due on or after the signing of the April 25 engagement letter in connection with the tax returns; and d) provide special tax services related to the preparation of the tax returns, including but not limited to, fixed assets depreciation, intangible asset amortization, accounting for differences in tax and audit year end, and state apportionment analysis. In addition, the Debtors tells the Court that, from time to time, it may ask the firm to perform tax advisory services outside of the scope mentioned. About Global Home Headquartered in Westerville, Ohio, Global Home Products LLC -- http://www.anchorhocking.com/and http://www.burnesgroup.com/ -- sells houseware and home products and manufactures high quality glass products for consumers and the food services industry. The company also designs and markets photo frames, photo albums and related home decor products. The company and 16 of its affiliates, including Burnes Puerto Rico, Inc., and Mirro Puerto Rico, Inc., filed for Chapter 11 protection on April 10, 2006 (Bankr. D. Del. Case No. Lead 06-10340). Laura Davis Jones, Esq., David Bertenthal, Esq., Bruce Grohsgal, Esq., and Joshua Fried, Esq, at Pachulski Stang Ziehl & Jones LLP, represent the Debtors. Attorneys at Dinsmore & Shohl, LLP, and Frost Brown Todd LCC are the Debtors' special counsel. Epiq Bankruptcy Solutions, LLC acts as the Debtors' claims agent. Ronald F. Stengel, Conway Del Genio Gries & Co., LLC, is the Debtors' chief restructuring officer. Plante & Moran is the Debtors' 401(k) plan auditors. PricewaterhouseCoopers LLP and Deloitte Tax LLP provide tax services. Houlihan Lokey Howard & Zukin Capital is Debtors' the investment bankers while Johnson Associates Inc. is the special compensation advisor Sharon Levine, Esq., and Bruce Buechler, Esq., at Lowenstein Sandler PC; and David M. Fournier, Esq., at Pepper Hamilton LLP, represent the Official Committee of Unsecured Creditors. Attorneys at Basham, Ringer y Correa, SC is the Committee's special counsel. Huron Consulting Services LLC acts as the Committee's financial advisors. Jesse H. Austin, III, Esq., at Paul, Hastings, Janofsky & Walker LLP, and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP, represent Medeleine LLC. Global Home Products Investors LLC, Cerberus Partners, LP, and Cerberus Capital Management, LP, is represented in these bankruptcy proceedings by Lawrence V. Gelber, Esq., and Sophie S. Kim, Esq., at Schulte Roth & Zabel LLP; and Adam G. Landis, Esq., and Kerri Mumford, Esq., at Landis Rath & Cobb LLP. GOODMAN GLOBAL: Okays $2.65 Billion Hellman & Friedman Deal ----------------------------------------------------------- Goodman Global, Inc., has agreed to be acquired by affiliates of private equity firm Hellman & Friedman LLC in an all-cash transaction valued at approximately $2.65 billion. Under the terms of the agreement, Goodman stockholders will receive $25.60 in cash for each outstanding share of stock upon the closing of the transaction. Subject to satisfying customary closing conditions, the transaction is expected to be completed in the first quarter of 2008. "I am pleased to announce this transaction," Charles Carroll, President and Chief Executive Officer of Goodman, said. "After a thorough review of the strategic options available to the Company, we have concluded that this transaction will both reward our current stockholders and position Goodman for continued profitable growth. With the support of Hellman & Friedman, we expect to further enhance our position in the residential and light commercial HVAC marketplace as the value leader with a low-cost structure." "Goodman is uniquely positioned in its markets," Philip Hammarskjold, Managing Director of Hellman & Friedman, said. "Through best-in-class operations, the company has demonstrated an ability to deliver both outstanding value to the dealer community and exceptional performance to its shareholders. We are looking forward to partnering with the management team and being a resource for the continued growth of the business." The transaction will be financed. Hellman & Friedman has obtained $1.1 billion in commitments for senior secured credit facilities from Barclays Capital, Calyon New York Branch, GE Commercial Finance, and certain vehicles managed by GSO Capital Partners LP, and $500 million in commitments for senior subordinated financing from vehicles managed by GSO Capital Partners LP and Farallon Capital Management, L.L.C. Stockholders holding a majority of Goodman's outstanding shares have agreed to vote in favor of the transaction. Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are acting as advisors to Goodman's Board of Directors in connection with the transaction. O'Melveny & Myers LLP and Simpson Thacher & Bartlett LLP served as legal advisors to Goodman and Hellman & Friedman, respectively. About Hellman & Friedman Hellman & Friedman LLC is a private equity investment firm with offices in San Francisco, New York and London. The Firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including business services, asset management, information services, media, energy and healthcare. About Goodman Global Headquartered in Houston, Texas, Goodman Global, Inc. (NYSE: GGL) -- http://www.goodmanglobal.com/-- manufactures heating, ventilation and air conditioning products for residential and light-commercial use. Goodman's products are predominantly marketed under the Goodman(R), Amana(R) and Quietflex(R) brand names, and are sold through company-operated and independent distribution networks with more than 800 distribution points throughout North America. GOODMAN GLOBAL: $2.65BB Hellman Deal Cues S&P's Negative Watch -------------------------------------------------------------- Standard & Poor's Ratings Services revised its CreditWatch listing of its ratings on Goodman Global Holdings Inc., including its 'B+' corporate credit rating, to CreditWatch with negative implications from CreditWatch developing, where they had been placed on July 20, 2007. The action followed the company's announcement that it had agreed to be acquired by affiliates of private equity firm Hellman & Friedman LLC in an all-cash transaction valued at about $2.65 billion. Goodman stockholders will receive $25.60 in cash for each share of stock outstanding on the closing of the transaction. The transaction will be financed with $1.1 billion in senior secured credit commitments and $500 million in senior subordinated financing. Subject to satisfying customary closing conditions, the transaction is expected to be completed in the first quarter of 2008. "The CreditWatch revision reflects our expectation that Goodman is likely to be aggressively leveraged for the rating following the closing of the transaction," said Standard & Poor's credit analyst Thomas Nadramia. "We expect to resolve the CreditWatch after reviewing the financing plans for this transaction and discussing with management its long-term business and financial strategies. Among other key topics, we'll focus on the company's expectations for pursuing growth opportunities, capital-investment levels, potential asset sales, and profitability initiatives, as well as its financial policies, including leverage targets, dividend plans, and liquidity." GOODMAN GLOBAL: Moody's Places Ratings on Negative Watch -------------------------------------------------------- Moody's Investors Service placed the ratings of Goodman Global Holdings, Inc. under review for possible downgrade. The review follows the announcement by the parent holding company, Goodman Global, Inc., that it has agreed to be acquired by affiliates of Hellman & Friedman LLC, in a transaction valued at approximately $2.65 billion including the assumption of debt. Moody's review is focusing on the impact that the proposed transaction will have on Goodman's future capital structure, financial strategy and credit metrics. The review is also assessing the degree to which the company's operating strategy will be able to sustain earnings, cash flow generation and liquidity under the new leveraged capital structure. Certain debt obligations including the credit facility, senior notes and senior subordinated notes contain change of control provisions, and to the extent that any existing debt is redeemed in its entirety under change of control provisions Moody's will withdraw the respective debt instrument ratings. Ratings on review for possible downgrade: -- Corporate family rating at B1; -- Probability of default at B1; -- $432 million senior secured bank credit facility at Ba2 (LGD2, 21%); -- $179.3 million senior unsecured notes due 2012 at B1 (LGD4, 54%); -- $400 million, 7.875% senior subordinated notes due 2012 at B3 (LGD5, 83%). The company's speculative grade liquidity rating remains at the SGL-2 level and is not affected by the current review. Goodman Global Holdings, Inc., located in Houston, Texas, is the second largest domestic manufacturer of heating, ventilation and air conditioning products for residential and commercial use. Total revenues for the 12 months ended June 30, 2007 were approximately $1.9 billion. HARMAN INTERNATIONAL: Inks New Agreement with KKR and GS Capital ---------------------------------------------------------------- Harman International Industries, Incorporated, entered into an agreement with affiliates of Kohlberg Kravis Roberts & Co. L.P. and GS Capital Partners relating to the parties' Merger Agreement, entered in May 2007. Terms of the new agreement include: a) KKR and GSCP will purchase $400 million of 1.25% senior notes convertible under certain circumstances into Harman common stock, convertible at a price of $104 per share. KKR and GSCP have agreed to not sell or hedge their position for at least one year. b) The parties have agreed to terminate their Merger Agreement dated April 26, 2007 without litigation or payment of a termination fee. As reported in the Troubled Company Reporter on Sept. 25, 2007, Harman was informed that KKR and GSCP no longer intended to complete their acquisition of Harman by a company formed by investment funds affiliated with or sponsored by KKR and GSCP. KKR and GSCP have informed Harman that they believe that a material adverse change in Harman's business has occurred, that Harman has breached the merger agreement and that they are not obligated to complete the merger. Harman disagreed that a material adverse change has occurred or that it has breached the merger agreement. The company also disclosed that Brian F. Carroll, Member of KKR, will join Harman's Board of Directors. The company will use the proceeds from the KKR/GSCP investment to repurchase Harman common stock through an accelerated share repurchase program. "We are pleased to have reached an understanding with KKR and GSCP. Although we do not agree with the reasons for cancellation of the original merger agreement, we view this $400 million investment as a vote of confidence in our business and its prospects for continued growth," Dr. Sidney Harman, Executive Chairman of Harman, said. "Our company benefits from excellent customer relationships built on world-class products, brands and technology, and we are well positioned to capitalize on market opportunities in the automotive, consumer and professional sectors." "The significant stock repurchase we announced underscores our Board's confidence in Harman's financial outlook," Dinesh Paliwal, Harman Chief Executive Officer, added. "This settlement enables us to move forward in a decisive manner to implement our initiatives to ensure the long-term growth of the Company and avoid the time, cost and distraction of litigation. We welcome Brian Carroll and expect that he will make an active contribution to our business through his service on the Board." "Harman is a leader in audio and infotainment systems, and enjoys strong leadership in Chairman Sidney Harman and CEO Dinesh Paliwal," Henry R. Kravis, Co-Founding Member of KKR, said. "The merger unfortunately could not be completed, but we are pleased to make this investment in the company. We believe this investment and our representation on the Board is an outstanding way to support Harman and its management team in the future." Headquartered in Washington, D.C., Harman International Industries Inc. (NYSE: HAR) -- http://www.harman.com/-- makes audio systems through auto manufacturers, including DaimlerChrysler, Toyota/Lexus, and General Motors. Also the company makes audio equipment, like studio monitors, amplifiers, microphones, and mixing consoles for recording studios, cinemas, touring performers, and others. HARMAN INTERNATIONAL: Terminated Deal Cues S&P's Positive Watch --------------------------------------------------------------- Standard & Poor's Ratings Services revised its CreditWatch implications for the 'BB-' corporate credit rating on Harman International Industries Inc., a Washington, D.C.-based audio equipment manufacturer, to positive from developing. The revision reflects published reports that the merger agreement with KKR and GS Capital Partners, the private equity buyers that agreed to acquire Harman in April 2007, has been terminated without litigation or payment of a termination fee. Accordingly, S&P no longer expect to lower the rating on Harman. "The CreditWatch positive listing means that we could raise the ratings on Harman because the company's balance sheet will likely be less leveraged than it would have been if the merger transaction had proceeded as originally planned," said Standard & Poor's credit analyst Nancy Messer. Standard & Poor's expects to resolve the CreditWatch listing after meeting with management and reviewing the company's business and financial prospects in light of the termination of the merger agreement. HEXCEL CORP: Earns $17.3 Million in Third Quarter Ended Sept. 30 ---------------------------------------------------------------- Hexcel Corporation reported on Monday results for the third quarter of 2007. The company reported net income of $17.3 million for the third quarter of 2007, compared to net income of $15.7 million for the third quarter of 2006. Income from continuing operations for the third quarter of 2007 was $18.1 million, compared to income from continuing operations of $15.2 million in 2006. Net loss from discontinued operations was $800,000, which includes an after-tax loss on sale of $2.4 million. Discontinued operations primarily consist of the U.S. electronics, ballistics and general industrial reinforcement product lines, which were sold to JPS Industries on Aug. 6, 2007. Net sales from continuing operations in the quarter were $281.1 million, 11.4% higher than the $252.3 million reported for the third quarter of 2006. Related operating income for the third quarter was $30.2 million compared to $23.9 million for the same period last year. Chief Executive Officer Comments Mr. Berges commented, "The third quarter saw continued strong sales to most of the commercial aerospace market. Sales to Boeing, regional aircraft builders and for engines and nacelles were up significantly for the third quarter in a row. Airbus sales were again down for the quarter, but only slightly as the impact of the A380 delay began a year ago. The first A380 has been delivered to Singapore Airlines and based on the current recovery schedule we expect favorable year-over-year sales comparisons going forward. We are encouraged that two new customers have recently committed to add the A380 to their fleet and hope to see renewed interest as this groundbreaking aircraft enters active service." "We generated nice year-over-year improvements in both gross margin and operating margin, and we still expect to meet our margin guidance targets for the year. With new aerospace programs, higher build rates, new product qualifications, new process developments and facilities underway, these are exciting times for us. The employees of Hexcel recognize the tremendous opportunities in front of them, and are working relentlessly to turn these opportunities into a more profitable future." Discontinued Operations The company completed the sale of EBGI to JPS Industries for an initial cash purchase price of $62.5 million plus up to $12.5 million of additional payments dependent upon future sales of the Ballistics product line. Any additional payments will be recorded as income when earned. Income Taxes The company's effective income tax rate for the third quarter 2007 was 29.5% as compared to 22.0% for the third quarter of 2006. The 2006 provision included the reversal of $3.6 million of the valuation allowance against the company's U.S. deferred tax assets related to capital losses. The year to date tax rate is now 38.1%. The reduction in the third quarter rate as compared to the 42.3% in the first half of 2007 primarily reflects a favorable audit settlement, including the release of $1.1 million of FIN 48 reserves. Total Debt, Net of Cash Total debt, net of cash, of $293.2 million as of Sept. 30, 2007, decreased by $93.4 million from $386.6 million as of Dec. 31, 2006. The year-to-date results include $84.0 million of proceeds from the sale of the discontinued operations. The $15.0 million liability recorded in the second quarter for the settlement of the Zylon matter is expected to be paid in the fourth quarter. At Sept. 30, 2007, the company's consolidated balance sheet showed $1.02 billion in total assets, $636.0 million in total liabilities, and $384.3 million in total shareholders' equity. About Hexcel Corp. Headquartered in Stamford, Connecticut, Hexcel Corporation (NYSE: HXL) -- http://www.hexcel.com/-- is an advanced structural materials company. It develops, manufactures and markets lightweight, high-performance structural materials, including carbon fibers, reinforcements, prepregs, honeycomb, matrix systems, adhesives and composite structures, used in commercial aerospace, space and defense and industrial applications. * * * To date, Hexcel Corp. still carries Moody's Investors Service's 'Ba3' corporate family rating last placed on April 3, 2007. HOLOGIC INC: Completes $6.2 Billion Cytyc Merger ------------------------------------------------ Hologic Inc. and Cytyc Corporation have completed the merging of the two companies for approximately $6.2 billion. The transaction will create a company focused on advanced technology in women's health. Under the terms of the merger agreement, Cytyc shareholders received 0.52 shares of Hologic common stock and $16.50 in cash for each share of Cytyc common stock held by them, with aggregate consideration paid to Cytyc shareholders totaling approximately $6.2 billion, payable in approximately 65,800,000 shares of Hologic common stock and approximately $2.1 billion in cash. "We are delighted to have completed this transaction, which marks a new chapter in the history of our company," Jack Cumming, Hologic's chief executive officer, said. "Both Hologic and Cytyc provide some of the most advanced technology addressing women's health needs. By combining our companies' complementary, best-in- class products and technologies, we expect to drive enhanced growth and value creation. We are now focused on seamlessly integrating these two great companies and realizing the tremendous upside potential our combination creates." "We look forward to joining our talented teams and working together to reach our shared goal of improving women's health," said Patrick Sullivan, chairman of Hologic and former chairman, president, and chief executive officer of Cytyc. "We are very excited to realize the extraordinary benefits this combination of industry leaders will provide to shareholders, employees, physicians and their patients." Hologic will continue to trade on the Nasdaq Global Select Market under the symbol "HOLX" while Cytyc will become a wholly-owned subsidiary of Hologic and will cease trading on the NASDAQ as of the close of trading on October 22, 2007. About Cytyc Corporation Headquartered in Marlborough, Massachussetts, Cytyc Corporation (NASDAQ:CYTC) -- http://www.cytyc.com/-- is a diversified diagnostic and medical device company that designs, develops, manufactures and markets diagnostic and surgical products. The company's products cover a range of cancer and women's health applications, including cervical cancer screening, treatment of excessive menstrual bleeding, radiation treatment of early stage breast cancer, and radiation treatment of patients with malignant brain tumors. Cytyc operates in three segments: domestic diagnostic products, domestic surgical products and international. The company has operations in Canada, Europe, Australia and Hong Kong. About Hologic Inc. Headquartered in Bedford, Massachussetts, Hologic Inc. (NASDAQ:HOLX) -- http://www.hologic.com/-- develops, manufactures and supplies diagnostic and medical imaging systems primarily serving the healthcare needs of women. The company operates in three segments: mammography and breast care, osteoporosis assessment and others. * * * As reported in the Troubled Company Reporter on Sept. 14, 2007, Standard & Poor's Rating Services assigned its 'BB-' corporate credit rating to Hologic Inc. with a stable outlook. HOLOGIC INC: Arm Commences Offer to Buy Cytyc's 2.25% Sr. Notes --------------------------------------------------------------- Hologic Inc.'s subsidiary, Cytyc Corporation, has commenced an offer to repurchase any and all of Cytyc's outstanding 2.25% Senior Convertible Notes due 2024. The indenture governing the Notes requires Cytyc to make the offer as a result of the merger on Oct. 22, 2007, of Hologic, Nor'Easter Corp., a subsidiary of Hologic which changed its name to Cytyc Corporation immediately after the consummation of the Merger, and Cytyc Corporation, that ceased to maintain a separate corporate existence after merging with and into Cytyc as a result of the Merger, pursuant to an Agreement and Plan of Merger dated as of May 20, 2007, by and among Hologic, Cytyc and Old Cytyc. Cytyc is offering to purchase the Notes for cash at a purchase price, per $1,000 principal amount, equal to 100% of the principal amount, together with $4.1875 per $1,000 principal amount, representing accrued and unpaid cash interest to Nov. 21, 2007. In the event that all of the outstanding Notes are tendered in the tender offer, the aggregate purchase price required for Cytyc to purchase the tendered Notes is estimated to be approximately $69,500,000. The tender offer for the Notes will expire at 11:59 p.m., Eastern Time, Wednesday, Nov. 21, 2007, unless extended or earlier terminated. Holders may withdraw their tendered Notes at any time prior to the expiration time. As required by the indenture governing the Notes, on Nov. 21, 2007, Cytyc will purchase all Notes properly tendered and not withdrawn. All Notes purchased pursuant to Cytyc's offer will be retired upon purchase. Cytyc expects to fund the tender offer with cash on hand. As a result of the Merger, each $1,000 principal amount of the Notes is now convertible at the option of the holder at any time and from time to time into $556.11765 in cash and 17.526132 shares of Hologic common stock, representing a conversion price equal to the consideration payable to Hologic stockholders in the Merger of: (i) $16.50 in cash per share of Old Cytyc, multiplied by 33.7041; and (ii) 0.52 shares of Hologic common stock, multiplied by 33.7041. On Oct. 19, 2007, the last reported sale price of Hologic common stock, into which the Notes are convertible, on the Nasdaq Global Select Market(TM) was $65.84. Fractional shares of Hologic common stock will not be issued upon conversion. Instead, Hologic will pay cash for any shares of fractional Hologic common stock holders would otherwise have received. Holders of Notes may obtain the Notice of Designated Event and Offer to Purchase through the Trustee under the Indenture in its capacity as paying agent: U.S. Bank Trust National Association ATTN: Gar Oswald, Corporate Trust Department No. 60 Livingston Avenue St. Paul, MN 55107 Fax (651) 495-8158 Documents filed with the SEC may be obtained without charge by directing a request to: Hologic Inc. Investor Relations No. 35 Crosby Drive Bedford, MA 01730 About Cytyc Corporation Headquartered in Marlborough, Massachussetts, Cytyc Corporation (NASDAQ:CYTC) -- http://www.cytyc.com/-- is a diversified diagnostic and medical device company that designs, develops, manufactures and markets diagnostic and surgical products. The company's products cover a range of cancer and women's health applications, including cervical cancer screening, treatment of excessive menstrual bleeding, radiation treatment of early stage breast cancer, and radiation treatment of patients with malignant brain tumors. Cytyc operates in three segments: domestic diagnostic products, domestic surgical products and international. The company has operations in Canada, Europe, Australia and Hong Kong. About Hologic Inc. Headquartered in Bedford, Massachussetts, Hologic Inc. (NASDAQ:HOLX) -- http://www.hologic.com/-- develops, manufactures and supplies diagnostic and medical imaging systems primarily serving the healthcare needs of women. The company operates in three segments: mammography and breast care, osteoporosis assessment and others. * * * As reported in the Troubled Company Reporter on Sept. 14, 2007, Standard & Poor's Rating Services assigned its 'BB-' corporate credit rating to Hologic Inc. with a stable outlook. HOUGHTON INTERNATIONAL: Signs Merger Pact with AEA Affiliate ------------------------------------------------------------ Houghton International Inc. has entered into an agreement to merge with a newly formed affiliate of AEA Investors LLC. The merger agreement is subject to shareholder approval and the satisfaction of the various closing conditions, including regulatory approvals, and is expected to close before the end of the year. As Houghton is privately held, the terms of the transaction were not disclosed. Houghton does not anticipate any immediate changes in its facilities, employment or range of product and service offerings, and all of the members of senior management are expected to continue on with the company. After the merger, the business will continue to be conducted under the Houghton International name. "We are pleased to announce that our shareholders will be able to realize significant value for their Houghton shares, while at the same time, Houghton will be able to continue uninterrupted in its long history of innovation in serving our customers around the world," said William F. MacDonald Jr., president of Houghton International. "Through the proposed partnership with AEA Investors LLC, we expect to enjoy greater access to capital, which will enable us to provide our customers with customized metalworking fluids and chemical management services." "The entire team at AEA is excited to partner with the management team of Houghton International to continue the growth and expansion of this long-standing industry leader," said Brian Hoesterey, a partner at AEA. "We plan to support Houghton through our experience in the chemical industry, global footprint, operating resources and access to capital. We seek to help management drive both organic and acquisition-based growth, leveraging Houghton's strong positions in its key markets." CIBC World Markets Corp. acted as exclusive financial advisor to Houghton, and Morgan, Lewis & Bockius LLP acted as legal counsel. Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal counsel to AEA Investors LLC. About AEA AEA -- http://www.aeainvestors.com/-- is one of the most experienced international private equity investment firms with investors that include former and current CEOs of major multinational corporations, family groups, endowment funds and institutions from around the world. With offices in New York, London and Hong Kong, AEA invests in companies in four sectors: value-added industrial products, specialty chemicals, consumer products and services to those sectors. About Houghton International Headquartered in Valley Forge, Pennsylvania, Houghton International Inc. -- http://www.houghtonintl.com/--manufactures oils and specialty chemicals for lubrication in most of the big Midwestern industries: metalworking, automotive, and steel. Its products range from aluminum and steel rolling lubricants to rust preventatives to fire-resistant hydraulic fluids. The FLUIDCARE division helps manufacturers reduce costs through chemical management and recycling. It maintains more than 30 sales and manufacturing facilities in North and South America, Europe, Africa, Australia, and Asia. The company was founded in 1865. It has operations in Brazil and Chile. * * * As reported in the Troubled Company Reporter on Oct. 18, 2007, Standard & Poor's Ratings Services placed its ratings on Houghton International Inc. on CreditWatch with negative implications. The corporate credit rating on the Valley Forge, Pennsylvania-based manufacturer and supplier of industrial fluids and chemical management services is 'B+'. Moody's Investors Service placed the ratings of Houghton International Inc. under review for possible downgrade following the announcement that it has entered into an agreement to merge with a newly formed affiliate of AEA Investors LLC. The review for downgrade reflects the likelihood of greatly increased leverage following this transaction, which is expected to close in the fourth quarter of 2007 and is subject to shareholder approval and satisfaction of various closing conditions, including regulatory review. The ratings under review are B2 Corporate family rating, B2 Probability of default rating, B2 rating od $90 million Gtd Sr Sec Term Loan due 2011, and B2 rating of $25 million Gtd Sr Sec Revolving Credit Facility due 2010. HSI ASSET: S&P Reinstates Pre-October 19 Ratings on 11 Classes -------------------------------------------------------------- Standard & Poor's Ratings Services has reinstated its pre-Oct. 19, 2007, ratings on 11 classes of residential mortgage- backed securities from HSI Asset Securitization Corp. Trust's series 2005-I1 and 2005-OPT1. Following the reinstatement, S&P placed these ratings on CreditWatch with negative implications. These classes represent an original par value of $90.8 million. On Oct. 19, 2007, Standard & Poor's downgraded 1,413 classes of U.S. RMBS backed by first-lien subprime mortgage loans issued from the beginning of the fourth quarter of 2005 through the fourth quarter of 2006. The 11 classes from these HSI transactions were downgraded in conjunction with this action. However, these transactions have deep mortgage insurance and should not have been downgraded on Oct. 19. Standard & Poor's will perform additional analysis related to the deep mortgage insurance before taking any additional rating actions on these securities. Therefore, S&P are reinstating the pre-Oct. 19 ratings on these 11 classes and placing them on CreditWatch with negative implications. In addition to subordination, overcollateralization, and excess spread, these transactions are credit-enhanced by deep mortgage insurance, which reduces the original loan-to-value ratios to approximately 60%. In general, deep mortgage insurance should reduce the losses on these transactions. S&P will continue to monitor these transactions and will ask for more detailed loss mitigation information from the servicer. S&P will take further negative rating action if S&P find that credit support is being eroded to the point that it no longer supports the current ratings. If available credit enhancement continues to support the current ratings, S&P will affirm the ratings on these classes and remove them from CreditWatch. Series 2005-I1 and 2005-OPT1 are experiencing increased levels of severe delinquencies (90-plus-days, foreclosures, and real estate owned {REO}) and increased delinquency pipelines. As of the Sept. 25, 2007, remittance date, severe delinquencies, as a percentage of the current balances, had risen to 12.93% from 4.08% over the past 12 months for series 2005-OPT1 and to 10.88% from 2.36% for series 2005-I1. Total delinquencies, as a percentage of the current balances, have risen over the past 12 months to 21.01% from 6.71% for series 2005-OPT1 and to 19.42% from 5.50% for series 2005-I1. The collateral for these transactions consists primarily of adjustable- and fixed-rate, fully amortizing and balloon, first- lien mortgage loans with original terms to maturity of no more than 30 years. Ratings Placed on Creditwatch Negative HSI Asset Securitization Corp. Trust Rating ------ Series Class To From ------ ----- -- ---- 2005-I1 M-2 AA/Watch Neg AA- 2005-I1 M-3 AA-/Watch Neg BBB+ 2005-I1 M-4 A+/Watch Neg BB 2005-I1 M-5 A/Watch Neg BB 2005-I1 M-6 A-/Watch Neg CCC 2005-OPT1 M-1 AA+/Watch Neg AA- 2005-OPT1 M-2 AA/Watch Neg BBB+ 2005-OPT1 M-3 AA-/Watch Neg BB 2005-OPT1 M-4 A+/Watch Neg BB 2005-OPT1 M-5 A/Watch Neg BB 2005-OPT1 M-6 A-/Watch Neg CCC I-5 SOCIAL: Gets Interim OK to Use Bank Lenders' Cash Collateral ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California gave I-5 Social Services Corporation interim permission to use cash collateral securing several bank lenders. The bank lenders include Premier Valley Bank, California Economic Development Lending Initiative, and Bank of America. The Debtor will use its money on deposit and the money it will receive from the State of California and its other operations to operate its business and pay its expenses. The Court rules that the Debtor should not allow its general account with Premier Valley to have a balance of less than $101,000 prior to the final hearing. This serves as adequate protection to Premier Valley to which the Debtor owes about $100,000. The Debtor currently has three open bank accounts at Premier Valley in which funds received by the Debtor are deposited. As of Sept. 25, 2007, the Debtor's money on deposit totaled about $618,834 and about 90% of these funds are from an apportionment from the State pursuant to its childcare contract with the Debtor. The Debtor will continue to receive monthly apportionments between $350,000 and $464,000 from the State over a one-year term of the contract. This contract constitutes about 90% of the Debtor's income. As of Sept. 25, 2007, the amount the Debtor owed to California Economic was about $1.2 million based on two loans for the construction of facilities in Firebaugh and Selma. California Economic's loan is secured by about $2.8 million in real property. As of Sept. 25, 2007, the Debtor owed Bank of America about $164,140. The Debtor believes that this obligation may have been transferred to an entity known as Great Plains Capital Corporation. A final hearing on the use of cash collateral is set today, Oct. 24, 2007, at 2:00 p.m. in Bakersfield, California. Fresno, California-based I-5 Social Services Corporation -- http://www.i5ssc.org/-- is a private nonprofit organization that aims to increase resources in rural communities throughout the State of California, through business enterprises and partnerships that create childcare, economic development, education, employment, health, housing and other social programs and services. The Debtor filed for chapter 11 bankruptcy protection on Sept. 25, 2007 (Bankr. E.D. Calif. Case No. 07-13032). T. Scott Belden, Esq. at Klein, DeNatale, Goldner, Cooper Rosenlieb & Kimball LLP represents the Debtor in its restructuring efforts. The Debtor listed assets of $14,539,915 and debts of $9,640,808 when it filed for bankruptcy. INDYMAC BANKS: Fitch Lowers Ratings on $265.5 Million Certificates ------------------------------------------------------------------ Fitch Ratings has taken these rating actions on IndyMac Banks INABS certificates. Affirmations total $1.27 billion and downgrades total $265.5 million. Break Loss percentages and Loss Coverage Ratios for each class is included with the rating actions as: IndyMac INABS 2005-A -- $120 million class A-I-1 - A-II-3 affirmed at 'AAA' (BL: 70.17, LCR: 5.8); -- $31 million class M-1 affirmed at 'AA+' (BL: 55.51, LCR: 4.59); -- $29.5 million class M-2 affirmed at 'AA+' (BL: 44.84, LCR: 3.71); -- $19 million class M-3 affirmed at 'AA' (BL: 39.26, LCR: 3.25); -- $15 million class M-4 affirmed at 'AA-' (BL: 34.31, LCR: 2.84); -- $15.5 million class M-5 downgraded to 'A-' from 'A+' (BL: 17.65, LCR: 1.46); -- $14 million class M-6 downgraded to 'BBB' from 'A' (BL: 15.19, LCR: 1.26); -- $12 million class M-7 downgraded to 'BB+' from 'A-' (BL: 13.03, LCR: 1.08); -- $8 million class M-8 downgraded to 'BB' from 'BBB+' (BL: 11.54, LCR: 0.95); -- $7.5 million class M-9 downgraded to 'B+' from 'BBB' (BL: 10.21, LCR: 0.84); -- $7 million class M-10 downgraded to 'B' from 'BBB-' (BL: 9.09, LCR: 0.75). Deal Summary -- Originators: (100% IndyMac); -- 60+ day Delinquency: 26.5%; -- Realized Losses to date (% of Original Balance): 0.88%; -- Expected Remaining Losses (% of Current Balance): 12.09%; -- Cumulative Expected Losses (% of Original Balance): 4.59%. IndyMac INABS 2005-B -- $190.2 million class A-I-1, A-II-2,A-II-3 affirmed at 'AAA' (BL: 51.76, LCR: 5.04); -- $26.7 million class M-1 affirmed at 'AA+' (BL: 43.01, LCR: 4.19); -- $24.2 million class M-2 affirmed at 'AA' (BL: 34.92, LCR: 3.4); -- $16.1 million class M-3 affirmed at 'AA' (BL: 31.08, LCR: 3.03); -- $12.7 million class M-4 affirmed at 'AA-' (BL: 27.56, LCR: 2.69); -- $11.9 million class M-5 affirmed at 'A+' (BL: 24.17, LCR: 2.35); -- $12.7 million class M-6 downgraded to 'BBB+' from 'A' (BL: 13.40, LCR: 1.31); -- $11.4 million class M-7 downgraded to 'BBB-' from 'BBB+' (BL: 11.49, LCR: 1.12); -- $8.9 million class M-8 downgraded to 'BB' from 'BBB' (BL: 9.93, LCR: 0.97); -- $8.9 million class M-9 downgraded to 'B' from 'BBB-' (BL: 8.36, LCR: 0.81); -- $6.3 million class M-10 downgraded to 'CC' with a Distressed Recovery rating of 'DR2' from 'BB+'; -- $8.5 million class M-11 downgraded to 'CC' with a DR rating of 'DR3' from 'BB'. Deal Summary -- Originators: (100% IndyMac); -- 60+ day Delinquency: 22.3%; -- Realized Losses to date (% of Original Balance): 0.59%; -- Expected Remaining Losses (% of Current Balance): 10.26%; -- Cumulative Expected Losses (% of Original Balance): 4.86%. IndyMac INABS 2005-C -- $246.6 million class A-I-1, A-II-2,A-II-3 affirmed at 'AAA' (BL: 43.38, LCR: 2.87); -- $25.5 million class M-1 affirmed at 'AA+' (BL: 37.27, LCR: 2.47); -- $22.4 million class M-2 affirmed at 'AA+' (BL: 31.54, LCR: 2.09); -- $15 million class M-3 affirmed at 'AA' (BL: 27.67, LCR: 1.83); -- $11.2 million class M-4 downgraded to 'A+' from 'AA-' (BL: 24.78, LCR: 1.64); -- $11.2 million class M-5 downgraded to 'A-' from 'A+' (BL: 21.88, LCR: 1.45); -- $9.8 million class M-6 downgraded to 'BBB' from 'A' (BL: 19.30, LCR: 1.28); -- $10.5 million class M-7 downgraded to 'BB+' from 'A-' (BL: 16.47, LCR: 1.09); -- $7.3 million class M-8 downgraded to 'BB' from 'BBB+' (BL: 14.48, LCR: 0.96); -- $6.3 million class M-9 downgraded to 'C' with a DR rating of 'DR4' from 'BBB'; -- $2.4 million class M-10 downgraded to 'C' with a DR rating of 'DR5' from 'BBB-'; -- $7 million class M-11 downgraded to 'C' with a DR rating of 'DR5' from 'BB+'. Deal Summary -- Originators: (100% IndyMac); -- 60+ day Delinquency: 22.00%; -- Realized Losses to date (% of Original Balance): 0.65%; -- Expected Remaining Losses (% of Current Balance): 15.11%; -- Cumulative Expected Losses (% of Original Balance): 9.04%. IndyMac INABS 2005-D -- $389 million class A-I-1 - A-II-4 affirmed at 'AAA' (BL: 41.35, LCR: 2.9); -- $34.2 million class M-1 affirmed at 'AA+' (BL: 34.39, LCR: 2.41); -- $30.6 million class M-2 affirmed at 'AA+' (BL: 29.85, LCR: 2.09); -- $19.8 million class M-3 affirmed at 'AA' (BL: 26.46, LCR: 1.85); -- $15.3 million class M-4 downgraded to 'A+' from 'AA-' (BL: 23.82, LCR: 1.67); -- $15.3 million class M-5 downgraded to 'A-' from 'A+' (BL: 21.17, LCR: 1.48); -- $13 million class M-6 downgraded to 'BBB+' from 'A' (BL: 18.83, LCR: 1.32); -- $13.9 million class M-7 downgraded to 'BBB-' from 'A-' (BL: 16.19, LCR: 1.13); -- $11.2 million class M-8 downgraded to 'BB' from 'BBB+' (BL: 14.11, LCR: 0.99); -- $9.9 million class M-9 downgraded to 'BB-' from 'BBB' (BL: 12.64, LCR: 0.89). Deal Summary -- Originators: (100% IndyMac); -- 60+ day Delinquency: 23.4%; -- Realized Losses to date (% of Original Balance): 0.52%; -- Expected Remaining Losses (% of Current Balance): 14.28%; -- Cumulative Expected Losses (% of Original Balance): 9.72%. The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2006 and late 2005 with regard to continued poor loan performance and home price weakness. INT'L SHIPHOLDING: Moody's Withdraws Ratings After Debt Payoff -------------------------------------------------------------- Moody's Investors Service withdrew all of its ratings of International Shipholding Corporation. The withdrawals follow the payoff on the Oct. 15, 2007 maturity date of the $38.9 million of outstanding senior unsecured notes. Moody's does not rate any of ISC's other debt obligations. Withdrawals: Issuer: International Shipholding Corp. -- Corporate Family Rating, Withdrawn, previously rated B2; -- Probability of Default Rating, Withdrawn, previously rated B2; -- Senior Unsecured Regular Bond/Debenture, Withdrawn, previously rated Caa1, 92 - LGD6. Outlook Actions: Issuer: International Shipholding Corp. -- Outlook, Changed To Rating Withdrawn From Negative; International Shipholding Corporation, headquartered in Mobile, Alabama, is a holding company whose subsidiaries operate a diversified fleet of ocean-going vessels that serve mainly niche shipping markets. IXIS REAL: Fitch Downgrades Ratings on $200.6 Million Certificates ------------------------------------------------------------------ Fitch Ratings has taken these rating actions on IXIS Real Estate Capital mortgage pass-through certificates. Affirmations total $667.2 million and downgrades total $200.6 million. Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions as: IXIS Real Estate Capital Trust 2005-HE2 -- $49.9 million class A affirmed at 'AAA' (BL:86.4, LCR:5.71); -- $28.9 million class M-1 affirmed at 'AA+' (BL:70.76, LCR:4.67); -- $15.9 million class M-2 affirmed at 'AA' (BL:63.07, LCR:4.17); -- $12.9 million class M-3 affirmed at 'AA-' (BL:56.8, LCR:3.75); -- $22.8 million class M-4 downgraded to 'A' from 'A+' (BL:22.75, LCR:1.5); -- $12.9 million class M-5 downgraded to 'BBB+' from 'A' (BL:20.33, LCR:1.34); -- $11.2 million class M-6 downgraded to 'BBB' from 'A-' (BL:18.19, LCR:1.2); -- $13.3 million class B-1 downgraded to 'BB+' from 'BBB+' (BL:15.62, LCR:1.03); -- $8.6 million class B-2 downgraded to 'BB-' from 'BBB' (BL:13.96, LCR:0.92); -- $9.5 million class B-3 downgraded to 'B' from 'BBB-' (BL:12.17, LCR:0.8); -- $8.6 million class B-4 downgraded to 'CC/DR2' from 'BB+'. Deal Summary -- Originators: Various; -- 60+ day Delinquency: 29.16%; -- Realized Losses to date (% of Original Balance): 0.94%; -- Expected Remaining Losses (% of Current Balance): 15.14%; -- Cumulative Expected Losses (% of Original Balance): 4.59%. IXIS Real Estate Capital Trust 2005-HE3 -- $117.9 million class A affirmed at 'AAA' (BL:66.03, LCR:4.75); -- $29.5 million class M-1 affirmed at 'AA+' (BL:55.56, LCR:3.99); -- $26.4 million class M-2 affirmed at 'AA+' (BL:44.2, LCR:3.18); -- $15.3 million class M-3 affirmed at 'AA' (BL:40.15, LCR:2.89); -- $14.5 million class M-4 affirmed at 'AA-' (BL:35.19, LCR:2.53); -- $13 million class M-5 affirmed at 'A+' (BL:30.55, LCR:2.2); -- $12.2 million class M-6 downgraded to 'BBB' from 'A' (BL:16.78, LCR:1.21); -- $10.7 million class B-1 downgraded to 'BB+' from 'A-' (BL:14.65, LCR:1.05); -- $9.9 million class B-2 downgraded to 'BB-' from 'BBB+' (BL:12.7, LCR:0.91); -- $5.7 million class B-3 downgraded to 'B+' from 'BBB+' (BL:11.64, LCR:0.84); -- $7.6 million class B-4 downgraded to 'B' from 'BBB-' (BL:10.57, LCR:0.76). Deal Summary -- Originators: Various; -- 60+ day Delinquency: 20.29%; -- Realized Losses to date (% of Original Balance): 0.84%; -- Expected Remaining Losses (% of Current Balance): 13.91%; -- Cumulative Expected Losses (% of Original Balance): 5.93%. IXIS Real Estate Capital Trust 2005-HE4 -- $247.4 million class A affirmed at 'AAA' (BL:49.6, LCR:2.92); -- $32.2 million class M1 affirmed at 'AA+' (BL:44.19, LCR:2.61); -- $29.2 million class M2 affirmed at 'AA' (BL:37.49, LCR:2.21); -- $19 million class M3 affirmed at 'AA' (BL:33.09, LCR:1.95); -- $14.4 million class M4 affirmed at 'AA-' (BL:29.74, LCR:1.75); -- $13.9 million class M5 downgraded to 'A' from 'A+' (BL:26.5, LCR:1.56); -- $13.1 million class M6 downgraded to 'BBB+' from 'A' (BL:23.42, LCR:1.38); -- $12.7 million class B1 downgraded to 'BBB' from 'A-' (BL:20.36, LCR:1.2); -- $11 million class B2 downgraded to 'BB+' from 'BBB+' (BL:17.72, LCR:1.04); -- $7.6 million class B3 downgraded to 'B' from 'BBB' (BL:13.57, LCR:0.8); -- $8.4 million class B4 downgraded to 'C/DR4' from 'BBB-'. Deal Summary -- Originators: Various; -- 60+ day Delinquency: 20.28%; -- Realized Losses to date (% of Original Balance): 0.98%; -- Expected Remaining Losses (% of Current Balance): 16.96%; -- Cumulative Expected Losses (% of Original Balance): 9.61%. The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2006 and late 2005 with regard to continued poor loan performance and home price weakness. JAYS FOODS: U.S. Trustee Appoints Seven-Member Creditors Panel -------------------------------------------------------------- The U.S. Trustee for Region 11 appointed seven members to the Official Committee of Unsecured Creditors in the chapter 11 cases of Jays Foods Inc. and Select Snacks Inc. The Committee members are: 1. Black Horse Carriers, Inc. Attn: David H. McCarthy 150 Village Court Carol Stream, IL 60188 2. Columbus Foods Co. (CFC) Attn: Terrence G. Matern 730 N. Albany Ave. Chicago, IL 60612 3. Outstanding Personnel P.O. Box 170184 Chicago, IL 60617 Attn: Jose Rodriguez 10332 Avenue H Chicago, IL 60617 4. Pratt Industries Inc. Attn: Brian Thomas 1800 B Sarasota Parkway Conyers, GA 30013 5. Pretzels, Inc. Attn: William A. Mann II 123 Harvest Road Bluffton, IN 46714 6. Ryder Integrated Logistics Attn: Michael Mandell 11690 NW 105th Miami, FL 33178-1103 7. Wyandot, Inc. Attn: Nick Chilton 135 Wyandot Ave Marion, OH 43302 The Committee has selected Pachulski Stang Ziehl & Jones LLP as its bankruptcy counsel. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Jays Foods Chicago-based Jays Foods Inc. -- http://www.jaysfoods.com/-- wholesales confectionery products and manufactures snack chip products. Jays Foods leases real property, and owns certain equipment, in Chicago, Illinois where it operates a manufacturing facility that makes snacks mostly under the Jays, O-KE-DOKE and Krunchers brand names. Jays is 100% owned by Jays Holding Company, Inc. The company, then known as Jays Food LLC, first filed for chapter 11 protection on March 5, 2004 (Bankr. N.D. Ill. Case No. 04- 08681). David Missner, Esq., Marc I. Fenton, Esq. and Thomas Zwartz, Esq. at Piper Rudnick LLP were counsels to the Debtor. In the March 2004 case, a Section 363 sale took place and most of the assets of former Jays Foods were sold to Jays Foods Acquisition Inc., predecessor to Jays Foods Inc. The March 2004 case was closed on or about March 9, 2007. Select Snacks Inc., on the other hand, owns real property, improvements and equipment in Jeffersonville, Indiana where it operates a manufacturing facility that makes private label and co- manufactured snacks for its customers. Select Snacks is 100% owned by Select Snacks Holdings Company, Inc. Both Select Holding and Jays Holding are 100% owned by Ubiquity Brands LLC. Jays Foods and Select Snacks filed voluntary chapter 11 petitions on Oct. 11, 2007 (Bankr. N.D. Ill. Case Nos. 07-18768 and 07-18769). Mark K. Thomas, Esq., Brian I. Swett, Esq., Jeremy T. Stillings, Esq., Myja K. Kjaer, Esq., at Winston & Strawn LLP, represent the Debtors. When they sought protection from their creditors, they listed assets and debts between $10 million and $50 million. JDA SOFTWARE: Earns $8.3 Million in Third Quarter Ended Sept. 30 ---------------------------------------------------------------- JDA(R) Software Group Inc. disclosed Monday financial results for the third quarter ended Sept. 30, 2007. The company reported GAAP net income for third quarter 2007 of $8.3 million, as compared to a GAAP net loss applicable to common shareholders of $11.0 million in third quarter 2006. JDA reported adjusted EBITDA of $25.3 million for third quarter 2007, compared to $15.7 million for third quarter 2006. JDA reported total revenues of $93.6 million and software revenues of $15.5 million for third quarter 2007, compared to total revenues of $89.2 million and software revenues of $13.7 million in third quarter 2006. The Manugistics acquisition, which closed on July 5, 2006, represented $43.4 million of total revenues during third quarter 2007 and includes $5.2 million of software revenue. "We exceeded financial expectations with record revenues and earnings. I am very pleased with our third quarter 2007 results, in particular our 61% increase in adjusted EBITDA and 13% increase in software licenses over third quarter 2006," said JDA chief executive officer Hamish Brewer. "Even five quarters after our Manugistics acquisition, we continue to find new ways to leverage the synergies of our combined organization and solution offering - and still see more opportunities ahead." Liquidity and Cash Flow from Operations JDA ended third quarter 2007 with $82.6 million in cash after paying off an additional $4.6 million of debt, leaving a debt position of $101.5 million. This compares to $53.6 million in cash and $141.1 million in debt at Dec. 31, 2006. Cash flow from operations was $20.4 million in third quarter 2007 compared to $24.9 million in second quarter 2007 and a negative cash flow from operations of $5.9 million in third quarter 2006. Nine-Month Results for 2007 For the nine months ended Sept. 30, 2007, JDA reported total revenues of $275.1 million and software revenues of $51.2 million, compared to total revenues of $188.8 million and software revenues of $31.2 million for the nine months ended Sept. 30, 2006. The Manugistics acquisition represented $120.3 million of total revenues during the nine months ended Sept. 30, 2007, including $16.2 million of software revenue, compared to $36.7 million of total revenues and $3.2 million of software revenues during the nine months ended Sept. 30, 2006. The results for the nine months ended Sept. 30, 2006, only include the impact of the Manugistics acquisition from the date of acquisition through Sept. 30, 2006. JDA reported GAAP net income for the nine months ended Sept. 30, 2007 of $18.5 million, as compared to a GAAP net loss applicable to common shareholders of $9.5 million in the nine months ended Sept. 30, 2006. JDA reported adjusted EBITDA of $65.7 million for nine months ended Sept. 30, 2007, compared to $24.8 million for the nine months ended Sept. 30, 2006. Balance Sheet At Sept. 30, 2007, the company's consolidated balance sheet showed $620.1 million in total assets, $247.3 million in total liabilities, and $322.8 million in total stockholders' equity. About JDA Software Headquartered in Scottsdale, Arizona, JDA Software Group, Inc. (Nasdaq: JDAS) -- http://www.jda.com/-- delivers integrated merchandising as well as supply chain and revenue management planning, execution and optimization solutions for the consumer- driven supply chain and services industries. * * * As reported in the Troubled Company Reporter on July 4, 2007, Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on JDA Software Group Inc., and its 'BB-' senior secured bank loan ratings, with a recovery rating of '2'. The outlook is revised to positive from stable. JEDI ORIENTAL: Case Summary & Four Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Jedi Oriental, L.L.C. fka Jedi Development Group, Inc. 107 Trent Shores Drive New Bern, NC 28562 Bankruptcy Case No.: 07-03976 Chapter 11 Petition Date: October 22, 2007 Court: Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. Stubbs & Perdue, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Pamlico Co. Tax Collector ad valorem taxes $32,000 Attention: Manager or Agent P.O. Box 538 Bayboro, NC 28515 State of North Carolina $10,442 D.E.N.R. Attention: Manager or Agent 1601 Mail Service Center Raleigh, NC 27699-1601 Land Management Group $9,392 Attention: Manager or Agent P.O. Box 2522 Wilmington, NC 28402 C.M.S. Lamm & Co. Unknown KORN FAMILY: Court Okays Steinberg Shapiro as Bankruptcy Counsel ---------------------------------------------------------------- Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan gave The Korn Family Limited Partnership permission to hire Steinberg Shapiro & Clark as its bankruptcy counsel. The firm will represent the Debtor in all matters related to the chapter 11 proceedings. Steinberg Shapiro will charge the Debtor on these rates: Professional Hourly Rate ------------ ----------- Mark H. Shapiro, Esq. $265 Geoffrey T. Pavlic, Esq. $245 Tracy M. Clark, Esq. $235 Greg J. Siwak, Esq. $215 Jordan M. Sickman, Esq. $200 Wherever possible, a paralegal or law clerk may be used at a lower hourly rate. The Debtor assures the Court that Steinberg Shapiro does not hold any interest adverse to the estate. The firm may be reached at: Mark H. Shapiro Steinberg Shapiro & Clark 24901 Northwestern Highway, Suite 611 Southfield, MI 48075-2210 Tel: (248) 352-4700 Fax: (248) 352-4488 http://steinbergshapiro.com/ Royal Oak, Michigan-based The Korn Family Limited Partnership owns apartments for rent. The company filed for chapter 11 bankruptcy protection on Aug. 27, 2007 (Bankr. E.D. Mich. Case No. 07-56907). When the Debtor filed for bankruptcy, it listed total assets of $2,500 and total debts of $12,215,000. KORN FAMILY: Judge Tucker Sets December 26 as Claims Bar Date ------------------------------------------------------------- The Honorable Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan established several deadlines related to the chapter 11 cases of The Korn Family Limited Partnership. Creditors who have claims, except for governmental units, have until Dec. 26, 2007, to file their proofs of claims. On the same date is the deadline for taxing authorities to file a motion to allow an administrative expense. Other deadlines set include: a. deadline for the Debtor to file motions and unfiled overdue tax returns is Oct. 26, 2007; b. deadline for parties to request the Debtor to include information in the disclosure statement is Nov. 26, 2007; c. deadline for the Debtor to file a combined plan and disclosure statement is Dec. 26, 2007; d. deadline to return ballots on the plan, as well as to file objections to final approval of the disclosure statement and objections to confirmation of the plan is Jan. 29, 2008. Completed ballots should be returned by mail to the Debtor's attorney, David Findling at 415 South, West Street, Suite 200 in Royal Oak, Michigan. The deadlines are subject to change upon notice if the Debtor files a plan before the December 26 deadline. Royal Oak, Michigan-based The Korn Family Limited Partnership owns apartments for rent. The company filed for chapter 11 bankruptcy protection on Aug. 27, 2007 (Bankr. E.D. Mich. Case No. 07-56907). David Findling, Esq. at Findling Law Offices is counsel to the Debtor. When the Debtor filed for bankruptcy, it listed total assets of $2,500 and total debts of $12,215,000. LAND HOLDING: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: The Land Holding Group, inc. 1771 East Flamingo Road Suite 115, Building A Las Vegas, NV 89119 Bankruptcy Case No.: 07-16852 Chapter 11 Petition Date: October 22, 2007 Court: District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Ambrish S. Sidhu, Esq. 810 South Casino Center Boulevard, Suite 104 Las Vegas, NV 89101 Tel: (702) 384-4436 Fax: (702) 384-4437 Total Assets: $1,625,149 Total Debts: $826,500 Debtor's 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ I.T.C. Homes, Inc. advanced $1,500 c/o Joseph Hardy, Esq. advertising costs Bullivant Houser Bailey, P.C. to sell its property Las Vegas, NV 89169 unknown M.&S. Unlimited, L.L.C. unknown c/o Thomas Michaelides 720 South Seventh Street, Third Floor Las Vegas, NV 89101 Mesonic America, Inc. unknown c/o Joseph Hardy, Esq. Bullivant Houser Bailey, P.C. Las Vegas, NV 89169 Arthur Duane Martin unknown Doran Amiran unknown Isaac Gedalia unknown I.T.C. Financial Services, Inc. unknown Moshe Gedalia unknown Ron Amiran unknown Sterling Realty Investments, unknown Inc. Sue Ellen Amiran unknown Suzie Gedalia unknown Title Security of unknown Arizona Trust, #814 LINSU CORP: Case Summary & 17 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Linsu Corporation dba Desert Shadows Inn 1533 Chaparral Road Palm Springs, CA 92262 Bankruptcy Case No.: 07-16600 Chapter 11 Petition Date: October 19, 2007 Court: Central District Of California (Riverside) Judge: Peter Carroll Debtor's Counsel: Stephen R. Wade, Esq. The Law Offices of Stephen R. Wade 400 North Mountain Avenue, Suite 214B Upland, CA 91786 Tel: (909) 985-6500 Fax: (909) 985-2865 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's list of its 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Desert Commercial Bank $141,119 44801 Village Court Palm Desert, CA 92260 Wells Fargo Payment Trade Debt $102,576 Remittance Center P.O. Box 54349 Los Angeles, CA 90054-0349 Sperry Van Ness Downtown $86,000 121 South Palm Canyon Drive Palm Springs, CA 92262 Southern California Edison Trade Debt $12,560 American Express Revolving Credit $10,900 Account AANR Trade Debt $9,115 Roemer Harnik & Nethery, LLP Trade Debt $9,027 Sam's Club Revolving Credit $4,328 Account Barry Ira Goldstein & Company Trade Debt $4,040 Staples Credit Plan Trade Debt $3,792 Key Equipment Finance Trade Debt $3,207 Coachella Valley Printing Group Trade Debt $2,999 Pitney Bowes Purchase Power Trade Debt $1,552 TriConcepts Creative Group Trade Debt $1,476 Byway Entertainment Trade Debt $1,200 The Naturist Society Trade Debt $1,174 Lee Wayne Corporation Trade Debt $1,111 LOEHMANN'S CAPITAL: Weak Liquidity Cues Moody's to Junk Rating -------------------------------------------------------------- Moody's Investors Service downgraded the long term ratings of Loehmann's Capital Corporation including its corporate family rating to Caa1 and speculative grade liquidity rating to SGL-4. The rating outlook is negative. The downgrades reflect Loehmann's declining operating profits resulting in weakened liquidity, very poor credit metrics (notably Debt/EBITDA of 8.7x and EBITA/Interest Expense of 0.1x), and negative free cash flow. The following ratings are downgraded: -- Corporate family rating to Caa1 from B2; -- Probability of default rating to Caa1 from B2; -- $20 million Class A senior secured floating rating notes to Caa1 (LGD3-48%) from B2 (LGD3-46%); -- $55 million Class A 12% senior secured notes to Caa1 (LGD3- 48%) from B2 (LGD3-46%); -- $35 million Class B senior secured notes to Caa3 (LGD5-89%) from Caa1 (LGD5-89%); -- Speculative grade liquidity rating to SGL-4 from SGL-3. The rating reflects Moody's concerns that Loehmann's liquidity profile will erode further given the company's expected negative free cash flow, the reduction of cash levels, and lower levels of revolver availability. In order to help alleviate this weak liquidity profile, Istithmar Retail Investments provided the company with a $20 million stand by letter of credit which expires in March 2008. The company will likely need to draw under the stand by letter of credit to supplement its free cash flow deficit and it is Moody's opinion that it is highly likely that the company will have fully drawn upon this stand by letter of credit by the end of the first quarter 2008. Therefore, despite this additional liquidity infusion, Moody's still expects the company's liquidity cushion to be very tight over the next four quarters. In addition, the rating reflects the company's very weak operating performance across its store base. Overall the apparel industry has been soft during 2007 resulting in Loehmann's generating negative comparable store sales. In addition, competition for inventory has worsened resulting in Loehmann's facing upward pricing pressure on the cost of merchandise which has contributed to its decline in gross margins. As a result, EBIT for the first six months of 2007 was negative $9.9 million versus negative $1.2 million in the prior year. It is unlikely that the competitive environment will change in the near term and as a result Loehmann's earnings will likely remain constrained. The negative outlook reflects Moody's expectation that operating performance will remain weak over the next twelve months placing further pressure on the company's liquidity. In addition, the negative outlook reflects that without an additional infusion of liquidity ratings will likely move downward. The SGL-4 represents weak liquidity. The company's available on balance sheet cash, along with operating cash flow, is unlikely to be sufficient to fund the working capital and capital expenditure requirements over the next twelve months. Moody's expects that company will likely need to draw upon the $20 million stand by letter of credit issued by Istithmar and will maintain sustained borrowings under its $35 million revolving credit facility resulting in very limited availability. Loehmann's Capital Corporation, headquartered in The Bronx, New York, is an off-price retailer of apparel, accessories, and shoes, and operates 66 stores in major metropolitan markets located in 16 states and the District of Columbia. Revenues for the LTM period ended Aug. 4, 2007 were $475 million. MIAMI VALLEY: FDIC Sets January 14 as Claims Filing Deadline ------------------------------------------------------------ All creditors holding claims against Miami Valley Bank in Lakeview, Ohio have until Jan. 14, 2008, to submit their proofs of claim to: Federal Deposit Insurance Corporation Receiver of Miami Valley Bank Attention: Glenn Glinsmann 1601 Bryan Street Dallas, TX 75201 On Oct. 4, 2007, the Superintendent of Financial Institutions, State of Ohio closed Miami Valley and apppointed the FDIC to handle the matters relating to the bank. Accordingly, the FDIC has arranged for the transfer of all insured deposits in Miami Valley to The Citizens Banking Company in Sandusky, Ohio. Unclaimed deposits within 18 months from the closing date will be returned to the FDIC for further disposition. Persons having loans with the bank and those who would like to offset their deposit account/s and/or uninsured funds against those loans must contact the FDIC immediately. Loans with the bank will be offered for sale on the secondary market within the next 60 days and chances to offset deposits against loans may diminish over a period of time. Based in Lakeview, Ohio, Miami Valley Bank had $86.7 million in total assets and $76 million in total deposits shortly before its closure, according to FDIC's records. MOHAMED GHUMRA: Case Summary & Four Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Mohamed Kaseer Ghumra 64 Watergate Drive South Barrington, IL 60010 Bankruptcy Case No.: 07-19544 Type of Business: The Debtor has interests in the following medical service providers: Access Neurocare, P.C., Enhanced Medical, Imaging of Elgin, L.L.C. He also has interests in the following real estate business: Hampshire Partners, L.L.C., Edgerton Partners, L.L.C., Kaza Real Estate, L.L.C., Zaka Realty, L.L.C., River Partners, Inc. and K.A.N., L.L.C. He also has interests in the following business: Hampshire Trading, L.L.C., Edgerton Trading, L.L.C. and River Restaurant, Inc. Chapter 11 Petition Date: October 22, 2007 Court: Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby 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: $6,979,939 Total Debts: $10,618,033 Debtor's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ T.C.F. 1/3 interest $3,746,861 National Bank guarantor of 800 Burr Ridge Parkway Hampshire Burr Ridge, IL 60527 Partners, L.L.C. and Hampshire Trading, L.L.C. and River Restaurant, Inc. and River Partners, Inc. M.&I. Marshall & Isley Bank judgment $3,452,523 100 Main Street personally secured Janesville, WI 53545 up to $200,000 by 7.508 acres at Lot 6, Arrowhead Business Park, Hampshire, IL and Lincoln Financial Group Life Insurance; value of security: $300,000 Jerome Shinkay alleged personal $217,395 3532 North Spring Hill Drive guaranty to Janesville, WI 53545 Promissory Note with Edgerton Partners, L.L.C. LaSalle Bank N.A. contingent $100,000 corporate obligation MOVIE GALLERY: U.S. Trustee Appoints Seven-Member Creditors Panel ----------------------------------------------------------------- W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appoints seven members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Movie Gallery, Inc., and its debtor- affiliates. The Creditors Committee members are: (a) US Bank National Assoc. as Indentured Trustee Attn: Laura L. Moran, VP One Federal St., 3rd Floor Boston, MA 02110 Tel: (617) 603-6429 Fax: (617) 603-6640 (b) Paramount Home Entertainment Attn: Andi Marygold, SVP 555 Melrose Avenue Bluhdorn #213 Hollywood, CA 90038 Tel: (323) 956-5489 Fax: (323) 862-1183 (c) The Inland Real Estate Group of Companies, Inc. Attn: Craig B. Young, Esq. Connolly, Bove, Lodge & Hutz, LLP 1875 Eye Street, Northwest 11th Floor Washington, D.C. 20006 Tel: (202) 572-0313 Fax: (202) 293-6229 (d) Coca-Cola Enterprises Bottling Companies Attn: William Kaye, Senior Bankruptcy Analyst 31 Rose Lane East Rockaway, NY 11518 Tel: (516) 374-3705 Fax: (516) 569-6531 (e) Southern Development of Mississippi Attn: Robert N. Graham, President P.O. Box 1207 Purvis, MS 39475 Tel: (601)-794-2253 Fax: (601) 794-5468 (f) Twentieth Century Fox Home Entertainment Attn: Al Leonard, Credit Manager 2121 Avenue of the Stars, Suite 2500 Los Angeles, CA 90067 Tel: (310) 369-7289 Fax: (310) 969-0545 (g) The Bank of New York Trust Company, N.A. c/o The Bank of New York Attn: Gary Bush, Vice President 101 Barclay Street Floor 8 West New York, NY 10286 Tel: (212) 815-2747 Fax: (732) 667-4734 Pursuant to Section 1103 of the Bankruptcy Code, the Creditors Committee may: -- consult with the Debtor concerning the administration of the bankruptcy case; -- investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' business and the desirability of the continuance of the business, and any other matter relevant to the case or to the formulation of a plan of reorganization for the Debtors; -- participate in the formulation of a plan, advise its constituents regarding the Committee's determinations as to any plan formulated, and collect and file with the Court acceptances or rejections of the plan; -- request the appointment of a trustee or examiner; and -- perform other services as are in the interest of its constituents. The Creditors Committee may retain counsel, accountants, or other agents, to represent or perform services for the group. About Movie Gallery Based in Dothan, Alabama, Movie Gallery Inc. -- http://www.moviegallery.com/-- is a home entertainment specialty retailer. The company owns and operates 4,600 retail stores that rent and sell DVDs, videocassettes and video games. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853. Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak Rock LLP, serve as the Debtors' local counsel. The Debtors' claims & balloting agent is Kutzman Carson Consultants LLC. When the Debtors' filed for protection from their creditors, they listed total assets of $891,993,000 and total liabilities of $1,419,215,000. (Movie Gallery Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/ or 215/945-7000) MOVIE GALLERY: Releases Proposed Restructuring Term Sheet --------------------------------------------------------- Movie Gallery, Inc. and its debtor-affiliates disclosed its restructuring plans on a restructuring term sheet delivered on the date of bankruptcy. The term sheet outlines the proposed restructuring transaction and other material terms of their joint plan of reorganization. The documents has the support of majority of the holders of the Debtors' 11% senior notes and majority of the second lien lenders. According to the term sheet, the Debtors will file their Plan, Disclosure Statement, and all related solicitation materials on or before Nov. 15, 2007. The Debtors also intend to ask the U.S. Bankruptcy Court for the Eastern District of Virginia to set the hearing to consider: (a) approval of their Disclosure Statement on or before Dec. 15, 2007; and (b) confirmation of their Plan no later than 40 days after entry of an order approving the Disclosure Statement. The Debtors said they will use commercially reasonable efforts to obtain entry of the confirmation order no later than 45 days after entry of the order approving the Disclosure Statement. Plan Terms As disclosed in the term sheet, the Plan: * will provide that the Reorganized Debtors will enter into an exit facility, which provides for a $100,000,000 revolving credit facility and may include a $25,000,000 million letter of credit supplement, upon commercially reasonable terms reasonably acceptable to Sopris Capital Advisors; * contemplates using proceeds from the Exit Facility and Rights Offering to fund certain Cash payments to be made pursuant to the Plan, as well as the Debtors' post-emergence operations; and * provides for the issuance of the New MG Common Stock to Holders of certain Claims and Interests. The Plan will be predicated on the Debtors raising $50,000,000 through the Rights Offering. It is contemplated that the Rights Offering will dilute the New MG Common Stock issued on account of Claims and Interests under the Plan. Moreover, the Reorganized Movie Gallery will issue on the effective date of the Plan up to 20,000,000 shares of New MG Common Stock to certain Holders of Allowed Claims and Interests in full satisfaction of the Claims and Interests. The Plan will also provide for 10% of the New MG Common Stock, on a fully-diluted basis, to be reserved for issuance as grants of equity, restricted stock or options in connection with the Reorganized Debtors' Management and Director Equity Incentive Program. At a minimum, 50% of the awards will be granted not later than 60 days after the Plan Effective Date. It is contemplated that the Reorganized Debtors' Management and Director Equity Incentive Program will dilute the New MG Common Stock issued through the Rights Offering and on account of Claims and Interests under the Plan. Classification and Treatment of Claims Under the Debtors' proposed Plan, all Claims against the Debtors, other than Administrative Claims, DIP Facility Claims and Priority Tax Claims, are grouped into nine separate classes. Class Description ----- ----------- 1 Other Priority Claims 2 Other Secured Claims 3 First Lien Claims 4 Second Lien Claims 5 Studio Claims 6A 11% Senior Note Claims against Movie Gallery, Inc. 6B 11% Senior Note Claims against Movie Gallery US, LLC 6C 11% Senior Note Claims against M.G.A. Realty I, LLC 6D 11% Senior Note Claims against M.G. Digital, LLC 6E 11% Senior Note Claims against Hollywood Entertainment 6F 11% Senior Note Claims against M.G. Automation LLC 7A General Unsecured Claims against Movie Gallery, Inc. 7B Movie Gallery US, LLC General Unsecured Claims 7C M.G.A. Realty I, LLC General Unsecured Claims 7D M.G. Digital, LLC General Unsecured Claims 7E Hollywood Entertainment Corp. General Unsecured Claims 7F MG Automation LLC General Unsecured Claims 8 Equity Interests 9 Intercompany Interests Classes 1, 2 and 9 are unimpaired and are conclusively deemed to have accepted the Plan. Hence, holders of Classes 1, 2 and 9 are not entitled to vote to accept or reject the Plan. Classes 3, 4, 5, 6, 7 and 8 are impaired, and are entitled to vote to accept or reject the Plan. Holders of Allowed Class 1 Claims will receive payment of the Allowed Class 1 Claim in full in Cash on the Plan Effective Date. Holders of Allowed Class 2 Claims will be paid in full in Cash or otherwise made Unimpaired, in full and final satisfaction of the Allowed Class 2 Claims. Holders of Allowed Class 3 Claims will receive their pro rata share of the Company's obligations under the Amended and Restated First Lien Credit Agreement. Class 4 consists of Second Lien Claims against the Debtors, including the Reinstated Second Lien Claims and the Sopris Second Lien Claims. Holders of Allowed Reinstated Second Lien Claims will receive their pro rata share of the Company's obligations under the Amended and Restated Second Lien Credit Agreement. The Allowed Sopris Second Lien Claims will receive the Second Lien Conversion Equity Allocation, in full and final satisfaction of the Allowed Class 4 Claims. Class 5 consists of Claims of Studios who have entered into Accommodation Agreements with the Debtors. Holders of Allowed Class 5 Claims will receive the consideration contained in each Holder's Accommodation Agreement. Holders of Allowed Class 6A, 6B, 6C, 6D, 6E, 6F Claims will receive their pro rata share of [__]% of the Unsecured Claim Equity Allocation, subject to dilution by the issuance of options, equity or equity-based grants in connection with the Reorganized Debtors' Management and Director Equity Incentive Program. Holders of Allowed Class 7A Claims will receive, at their option, either (a) their pro rata share of [__%] of the Unsecured Claim Equity Allocation, or (b) in exchange for assigning to Sopris the Holder's Allowed Class 7 Claim, an amount in Cash to be paid by Sopris equal to that Holder's pro rata percentage of the total Allowed Class 7 Claims multiplied by [$__]. If Class 8 votes to accept the Plan, Allowed Class 8 Equity Interest holders will receive their pro rata share of 5% of the Unsecured Claim Equity Allocation. Otherwise, holders will not receive any distribution on account of the Allowed Class 8 Equity Interests. Class 9 Intercompany Interests will be retained and the legal, equitable, and contractual rights to which the Holder of the Intercompany Interest is entitled will remain unaltered. The Debtors and Sopris will work together to appropriately allocate the Pre-Money Equity Value among the Debtors. Holders of Claims in Classes 6A through 6F and Classes 7A through 7F will receive, in the aggregate, 95% of the Unsecured Claim Equity Allocation and Class 8 will receive, in the aggregate, 5% of the Unsecured Claim Equity Allocation so long as Class 8 votes to accept the Plan. If Class 8 votes to reject the Plan, holders of Claims in Classes 6A through 6F and Classes 7A through 7F will receive, in the aggregate, 100% of the Unsecured Claim Equity Allocation and Class 8 will receive no distribution. The Unsecured Claim Equity Allocation will be allocated among the Debtors in the same proportion that the Pre-Money Equity Value is ascribed to each Debtor. The Debtors will also determine, in consultation with Sopris, an estimate of the General Unsecured Claims against each Debtor. The Debtors, in consultation with Sopris, will then take the Unsecured Claim Equity Allocation for each Debtor and divide the allocation pro rata between the 11% Senior Note Claims against the Debtor and the estimated General Unsecured Claims against the Debtor in the same proportion as their relative claims against the Debtor. The holders of 11% Senior Note Claims will be entitled to assert the full amount of their claims against each of the Debtors. The General Unsecured Claims will be entitled to receive their recoveries on the Effective Date, or as soon thereafter as practical, subject to appropriate reserves for disputed claims, and the balance upon the resolution of the final amount of allowed claims in the particular class. Furthermore, in the case of each Debtor, the cash election contemplated for Classes 7A through 7F will be calculated by Sopris, in consultation with the Debtors, in an amount designed to be at a discount to the implied value of the portion of the Unsecured Claim Equity Allocation that the creditor would receive on account of its claim. The aggregate amount of cash to be made available by Sopris to fund cash elections for any given class of claims will be capped at an amount to be determined by Sopris. Intercompany Claims will be allowed in their Debtor class and will receive the same treatment as General Unsecured Claims against that Debtor, but no cash option. If one of Classes 6A through 6F or 7A through 7F rejects the Plan but Class 8 accepts the Plan, the recovery for Class 8 will be decreased by an amount equal to the pro rata percentage of the Unsecured Claim Equity Allocation allocated to the non-consenting Class. Board of Directors The initial board of directors of the Reorganized Movie Gallery will consist of seven directors, consisting of: (a) Joe Malugen, current chairman of the Board, president and CEO of the Debtors; (b) 4 directors designated by Sopris in its sole discretion; and (c) 2 directors designated by Sopris, subject to the reasonable approval of the Debtors. Any directors designated pursuant to clause (b) or (c) will be subject to approval of the Bankruptcy Court. A full-text copy of the restructuring term sheet is available for free at http://researcharchives.com/t/s?246e About Movie Gallery Based in Dothan, Alabama, Movie Gallery Inc. -- http://www.moviegallery.com/-- is a home entertainment specialty retailer. The company owns and operates 4,600 retail stores that rent and sell DVDs, videocassettes and video games. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853. Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak Rock LLP, serve as the Debtors' local counsel. The Debtors' claims & balloting agent is Kutzman Carson Consultants LLC. When the Debtors' filed for protection from their creditors, they listed total assets of $891,993,000 and total liabilities of $1,419,215,000. (Movie Gallery Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/ or 215/945-7000) MOVIE GALLERY: Wants to Assume Great American Consulting Agreement ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Virginia authorized Movie Gallery, Inc. and its debtor-affiliates to assume the consulting agreement between the Debtors and Great American Group, LLC. The agreement allows Great American to continue providing the Debtors with its store closing services. Prior to the Debtors' filing for bankruptcy, Movie Gallery US, LLC and Hollywood Entertainment Corporation entered into a store closing consulting agreement on Oct. 2, 2007, with Great American. Under the agreement, Great American was retained as an agent to conduct "store closing sales" at approximately 500 of the Debtors' retail locations throughout the United States. Great American is currently in the process of conducting the store closing sales. The Debtors' believe Great American's efforts could potentially result in the recognition of approximately $18,000,000 in value resulting from the sale of the merchandise. All sales of merchandise will be made on behalf of the Debtors and run through Debtors' POS system. Great American does not have, nor will it have, any right, title or interest in the merchandise. All sales of merchandise will be by cash, credit card, gift card or check, and will be marked "final." Great American will also: a. recommend and implement advertising, promotion and sign programs to sell effectively the merchandise during the sales. b. recommend and implement appropriate pricing, display and discounting of Merchandise, as well as recommend appropriate staffing levels of employees for the closing stores. c. recommend and implement the transfer and balancing of inventory between the closing stores to maximize results during the sales. d. monitor the closing stores' performance and the physical layout of the closing stores and recommend and assist in the implementation of merchandising and visual presentation recommendations. e. assist with and direct sale of the fixtures and the equipment located in the closing stores. f. provide other related services deemed necessary or prudent by the Debtors in their sole discretion and agreed upon by Great American, under the circumstances giving rise to the sales. In consideration for services relating to the store closing sales, Great American will be paid a base fee of $1,950 per Store, and performance-based incentive fee calculated as a percentage of the net proceeds received from the sales. The Incentive Fee would be payable as earned. Great American's total fee for the base fee and the incentive fee will not exceed $1,500,000.00. The Incentive Fee will be calculated as: Consultant's Net Proceeds Incentive Fee ------------ -------------- Up to $14,800,000 0% From $14,800,000 to 15,800,000 20% From $15,800,000 to 16,800,000 25% From $16,800,000 to 17,800,000 30% The Debtors will be responsible for the payment of all reasonable and necessary expenses incurred in conducting the sales. The sales expenses include: (a) payroll, benefits and incentive pay for all store employees used in conducting the sales; (b) signs, banners, advertising and all other promotional costs; (c) costs of consolidating Merchandise between the closing stores; (d) credit card fees, charge backs and discounts; (e) per diem occupancy costs related to the closing stores; and (f) all costs of Great American's supervisors, including fees, reasonable travel expenses and other out of pocket expenses. Great American will also sell closing store fixtures and equipment for a commission of 25% of the proceeds from the sale of the assets, plus reimbursement of its actual out-of-pocket expenses incurred in connection with the sale. Great American will leave the stores broom swept with any unsold fixtures moved to a corner of the store. To the extent that any fixtures or equipment cannot be sold, Great American will dispose of the fixtures or equipment to allow for the Debtors' prompt exit from the closing stores at the Debtors' discretion and cost. Prior to commencement of the sales, the parties will agree on a budget setting forth the sales expenses over which Great American has control, and agree on other sales expenses, for purposes of calculating the net proceeds. For further clarity, any cost of goods related to revenue sharing agreements or otherwise, as well as any store closing costs incurred after the conclusion of the sales, will not be considered a sales expense. About Movie Gallery Based in Dothan, Alabama, Movie Gallery Inc. -- http://www.moviegallery.com/-- is a home entertainment specialty retailer. The company owns and operates 4,600 retail stores that rent and sell DVDs, videocassettes and video games. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853. Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak Rock LLP, serve as the Debtors' local counsel. The Debtors' claims & balloting agent is Kutzman Carson Consultants LLC. When the Debtors' filed for protection from their creditors, they listed total assets of $891,993,000 and total liabilities of $1,419,215,000. (Movie Gallery Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/ or 215/945-7000) MSX INT'L: Strengthens Portfolio with Actuate Business Purchase --------------------------------------------------------------- MSX International Inc. has acquired Actuate Business Solutions Ltd. Terms of the transaction were not disclosed. The acquisition enables MSXI to strengthen its integrated outsourced solutions portfolio, and provide its clients with comprehensive data capture and analysis tools that enable them to improve long-term customer satisfaction and loyalty, identify new revenue streams, secure new business relationships, and grow their businesses. "Successful OEMs and dealers worldwide recognize the value associated with thoroughly understanding their customers' needs, and the positive impact leveraging this knowledge can have on their long-term, sustainable financial performance," Peter M. Leger, president and CEO of MSXI, said. "Through our acquisition of ABS, we can now offer our clients a state-of-the art, outsourced predictive marketing platform that provides them with valuable insight into their customers, and a tool to implement multiple marketing and business campaigns that allows them to drive consumer satisfaction to the next level." According to industry estimates, the demand for predictive marketing solutions, particularly on an outsourced basis, is a growing need within the automotive industry. In Europe, the market opportunity has been estimated at more than $500 million per year, and approximately $1.5 billion annually in North America and Asia. ABS co-founder Rob Lewis will remain with the company, responsible for managing the predictive marketing solutions business for MSXI, reporting to Pieter van Rosmalen, vice president of Solutions Management and Development for MSXI. In addition, co-founder Kevin Lewis will work closely with the MSXI management team to ensure a smooth transition and integration. About Actuate Business Solutions Ltd. Headquartered in Fleet, England, Actuate Business Solutions Ltd. is a limited company. About MSX International Headquartered in Warren, Michigan, MSX International Inc. -- http://www.msxi.com/ provides outsourced technical business services and human capital services to the automotive industry. The company has over 3,600 employees in eighteen countries, including its European headquarters in Cologne, Germany. * * * Moody's Investors Service placed SX International Inc.'s long term corporate family and probability of default ratings at 'B3' in March 2007. The outlook is stable. The ratings still hold to date. N-STAR REL: Fitch Affirms All Ratings on 15 Note Classes -------------------------------------------------------- Fitch has affirmed all classes of N-STAR REL CDO VIII, LTD./LLC floating-rate notes as: -- $100,000,000 class A-1 affirmed at 'AAA' -- $260,000,000 class A-R affirmed at 'AAA' -- $103,050,000 class A-2 affirmed at 'AAA' -- $60,300,000 class B affirmed at 'AA+' -- $24,300,000 class C affirmed at 'AA' -- $17,100,000 class D affirmed at 'AA-' -- $22,050,000 class E affirmed at 'A+' -- $25,200,000 class F affirmed at 'A' -- $26,100,000 class G affirmed at 'A-' -- $20,700,000 class H affirmed at 'BBB+' -- $26,100,000 class J affirmed at 'BBB' -- $18,900,000 class K affirmed at 'BBB-' -- $22,050,000 class L affirmed at 'BB+' -- $14,850,000 class M affirmed at 'BB' -- $22,500,000 class N affirmed at 'BB-'. Deal Summary: N-STAR VIII, a wholly owned subsidiary of NorthStar Realty Finance Corp., is a $900,000,000 revolving commercial real estate cash flow collateralized debt obligation that closed on Dec. 7, 2006. As of the Sept. 4, 2007 trustee report and based on Fitch categorizations, the CDO was substantially invested as follows: commercial mortgage whole loans/A-notes (65.5%), B-notes (2.1%), commercial real estate mezzanine loans (21.5%), preferred equity (0.6%), CRE CDOs (4.5%) and cash (5.8%). The CDO is also permitted to invest in REIT debt, CMBS, and loans secured by credit tenant leases. As of September 4, 2007, $39,085,000 has been advanced from the A-R class and $220,915,000 remains outstanding. The portfolio is selected and monitored by NS Advisors, LLC. N- STAR VIII has a five-year reinvestment period during which, if all reinvestment criteria are satisfied, principal proceeds may be used to invest in substitute collateral. The reinvestment period ends January 2012. Asset Manager: NS Advisors, LLC, rated 'CAM 2' by Fitch is a wholly owned subsidiary of NorthStar, an internally-managed real estate finance company operating as a REIT. NorthStar has three primary business lines: real estate debt, real estate security purchasing, and net lease property ownership. The Real Estate Debt business originates, acquires, and structures senior and subordinate debt investments secured primarily by commercial real estate properties. The Real Estate Securities business invests in commercial real estate debt securities, including CMBS, CDOs, REIT unsecured debt, and credit tenant lease loans. The Net Lease Properties business concentrates on the acquisition of real estate properties primarily net leased to corporate tenants. As of June 30, 2007, NS Advisors, LLC had approximately $4.8 billion in assets under management, consisting of real estate securities and real estate debt positions financed through nine issued CDOs. Performance Summary: N-Star VIII became effective on Sept. 4, 2007. As of the effective date, the as-is poolwide expected loss has increased to 37.625% from 27.875% at close. The CDO has below average reinvestment flexibility with 8.750% of cushion when considering that the pool could add another 8.2% construction loans. The at close PEL of 27.875% provided a significant amount of reinvestment cushion to account for the CDO's ability to add up to 25% in construction loans. At close, no loan was secured by a construction project. Currently, the construction concentration is 16.8%. Given that the CDO can still migrate to include another 8.2% of construction loans, the current cushion of 8.750% is considered below average but still sufficient. In general, construction loans carry higher risk than other loan types. The additional negative migration is attributed to the increase in the percentage of land, hotel, and highly leveraged whole loans. Fitch expects the PEL to tighten as more construction and land loans are added to the deal. This deterioration of PEL may be mitigated, however, by the contribution of other more traditional assets along with the further stabilization of loans already in the CDO. Since closing, 22 loans ($247.6 million) have been added to the pool while 10 loans ($155.0 million) have paid off. On average, the loans added to the pool had a higher expected loss than those that were paid off. The weighted average spread has decreased slightly since close to 3.38% from 3.49%, however the weighted average coupon has increased to 11.10% from 10.54%. The increase in the WAC is due to the addition of fixed rate mezzanine loans which generally carry a higher interest rate. Collateral Analysis: Per the Sept. 4, 2007 trustee report, the CDO is within all property type covenants; office loans have the highest concentration 16.83%. The CDO is also within all its geographic covenants. There is a high geographic concentration limit of 60% in New York and California. Currently, based on Fitch categorizations, 32.2% of the portfolio is located in California with the next highest concentration in New York at 13.0%. The Fitch Loan Diversity Index is 304 compared to the covenant of 455, which represents average diversity as compared to other CRE CDOs. Additionally, 7.1% of the portfolio amount remains uninvested, however, given that the revolving credit facility (AR class) is not fully drawn, only 5.8% of the CDO is invested in cash. The overcollateralization and interest coverage ratios of all classes have remained above their covenants, as of the Sept. 4, 2007 effective date trustee report. NEUMANN HOMES: Plans to Seek Chapter 11 Protection -------------------------------------------------- Neumann Homes Inc. plans to seek Chapter 11 protection after it failed to keep up payments to its eight creditor banks, according to a report by Bob Ivry and Brian Louis of Bloomberg News. The homebuilder recently shut its offices and dismissed 110 of its 130 employees, the report adds, citing a company statement. The company said that its downfall was due largely to housing decline in Detroit, Chicago and Denver, its three largest markets. Notwithstanding, Neumann Homes further said in the same statement cited by Bloomberg that the company is working with its lenders to assure that partially built homes will be completed and some customers receive refunds. "It's hard to feel bad because we're in the worst economic times of the housing industry we've ever seen by far," Chief Executive Officer Kenneth Neumann told Bloomberg in an interview. "We had a tremendous amount of growth and success, but the deterioration of the market is not something we can withstand at this point." CEO Kenneth Neumann, Bloomberg notes, disclosed that Neumann has assets of about $300 million, but declined, however, to say what the company's liabilities are. Headquartered in Warrenville, Illinois, Neumann Homes Inc. -- http://www.neumannhomes.com/-- develops and builds residential real estate throughout the Midwest and West. The company is an active builder in the Chicago area, southeastern Wisconsin, Colorado, and Michigan. It has built more than 11,000 homes in some 150 residential communities. NEW CENTURY: Warren H. Smith & Associates Appointed as Fee Auditor ------------------------------------------------------------------ The United States Bankruptcy Court for the District of Delaware has appointed Warren H. Smith & Associates P.C., as fee auditor, to act as special consultant to the Court for professional fee and expense review and analysis, in New Century Financial Corp. and its debtor-affiliates' bankruptcy cases, nunc pro tunc to Sept. 13, 2007. The Court has determined that it is also necessary to establish uniform procedures for the review, allowance, and payment of fees and expenses, to ensure compliance with Section 330 of the Bankruptcy Code. Each professional filing its monthly and quarterly interim fee application, including the fee detail containing time entries, will provide a copy to the Fee Auditor. The Fee Auditor will: (a) review all the fee applications in detail; (b) review all filed documents in the Debtors' Chapter 11 cases, and request for notice of those filings under Rule 2002 of the Federal Rules of Bankruptcy Procedure; (c) consult with each professional concerning its respective fee application, as needed; (d) prepare a final report with respect to each quarterly Interim Fee Application Request, and serve it to the affected applicant; and (e) be available for deposition and cross-examination by the Debtors, the Official Committee of Unsecured Creditors, the United States Trustee, and other interested parties. The Fee Auditor's fees and expenses will be subject to application and review, and will be paid from the Debtors' estates as an administrative expense, pursuant to Section 503(b)(2). The total fees will be charged at the Fee Auditor's ordinary hourly rate. Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The company offers a broad range of mortgage products designed to meet the needs of all borrowers. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $36,276,815 and total debts of $102,503,950. The Debtors' exclusive period to file a plan expires on Nov. 28, 2007. (New Century Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). NEW CENTURY: Court Gives Examiner Authority to Issue Subpoenas -------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware has granted the request of the Court approved Examiner in New Century Financial Corp. and its debtor-affiliates' bankruptcy cases, to interview, and, as needed, to issue subpoenas on the Debtors' current and former officers, directors, and employees, in connection with its Court-appointed duties. As reported in the Troubled Company Reporter on Oct. 9, 2007, the request was prompted by the Examiner's failure, despite his best efforts, to secure voluntary interviews within a reasonable time frame, including those with certain members of the Debtors' former senior management. The Debtors had sought to clarify that the Examiner's request is not directed at any of the Debtors' current officers, directors, or employees, but at the former personnel, over which the Debtors have no control. According to Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, the Examiner had confirmed that the Debtors have made witnesses available, to be interviewed in a timely manner. Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The company offers a broad range of mortgage products designed to meet the needs of all borrowers. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $36,276,815 and total debts of $102,503,950. The Debtors' exclusive period to file a plan expires on Nov. 28, 2007. (New Century Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). NEW CENTURY: Court Gives Examiner Until Jan. 15 to Submit Report ---------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware has extended to Jan. 15, 2008, the deadline for the Examiner in New Century Financial Corp. and debtor-affiliates' bankruptcy cases to submit the report on: (a) his investigation of accounting and financial statement irregularities, errors or misstatements, including those that (i) gave rise to the need to restate the Debtors' financial statements for the first three quarters of 2006, and (ii) led the Debtors' management and audit committee to conclude that it was more likely that pre-tax earnings in the 2005 financial statements were materially overstated; (b) his evaluation of any claims or rights of action to the estates arising from the irregularities, errors and misstatements; and (c) his investigation of any of the Debtors' possible postpetition unauthorized use of cash collateral. As reported in the Troubled Company Reporter on June 13, 2007, the Court required the Michael J. Missal, the Court approved Examiner, to file a report within 90 day of his appointment, as to: -- the status of the investigation; -- whether the Examiner believes that he needs additional time to complete the investigation; and -- whether the Examiner has identified additional areas or topics to be investigated and seen the need to broaden the investigation. The Examiner will file his Report on the Debtors' use of postpetition cash collateral upon the completion of that portion of his investigation. Furthermore, any Report filed by the Examiner will be filed initially under seal, with copies to the Debtors, the Official Committee of Unsecured Creditors, and the Office of the United States Trustee. The Creditors Committee and the U.S. Trustee will maintain and protect the Report's status as under seal, and will not disclose any information contained in the Report. The Examiner's provision of the Report to the Court, the Creditors Committee, and the U.S. Trustee does not constitute a waiver of the Debtors' privileges or protection with respect to the information. Until the Examiner has filed the Report, the Examiner or his representatives will not publicly disclose any information the Examiner obtained in the course of his investigation, other than those authorized by the Court. The Special Investigation Committee of the company's Board of Directors, its counsel or other professionals engaged by SIC, are directed to cooperate fully with the Examiner in conjunction with his duties, by providing access to any non-privileged information the SIC reviews. Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The company offers a broad range of mortgage products designed to meet the needs of all borrowers. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $36,276,815 and total debts of $102,503,950. The Debtors' exclusive period to file a plan expires on Nov. 28, 2007. (New Century Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). NEXIA HOLDINGS: Completes Purchase 90% Stake in Green Endeavors --------------------------------------------------------------- Nexia Holdings Inc. has closed on the purchase of 90% of the issued and outstanding stock of Green Endeavors Inc. from AmeriResource Technologies Inc, in exchange for the issuance of 150,000 restricted shares of Nexia's Series C Preferred Stock with a stated value of $5 per share. GRNE holds 13 million shares of BizAuctions Inc. with a market value of approximately $950,000 and convertible debt of $171,000. GRNE is now a majority owned subsidiary of Nexia. Nexia has plans to spin-out its Landis Lifestyle Salon operations into the publicly traded Green Endeavors Inc. "The acquisition of GRNE is a winning situation for all parties," Richard Surber, president of Nexia Holdings Inc., commented. "Existing shareholders of Nexia stand to gain a stock dividend in GRNE directly, which not only immediately adds to shareholder value but provides an incentive for Nexia shareholders to remain long-term holders." "GRNE will be able to supplement the cash needs of our salon operations, while AMRE will be able to streamline its operations and will remain a minority holder in GRNE and Nexia," Mr. Surber continued. "GRNE shareholders will own part of a fast-growing salon operation with ambitious growth plans, which Nexia believes will generate over $2.2 million in gross revenues in 2007." "BZCN shareholders may benefit through entering into a strategic alliance with Nexia's wholly-owned subsidiary Gold Fusion Laboratories Inc., owner of the Black Chandelier retail brand," Mr. Surber added. "The Black Chandelier clothing operation will gain access to a popular channel to sell excess inventory through BZCN's online auction platform." "I am very impressed with Nexia's operations," Delmar Janovec, CEO of AMRE, said. "This transaction should provide significant value to AMRE's shareholders in the form of increasing the value of its remaining GRNE shares as well as being a groundfloor investor in Landis salons and Nexia's newly aligned operations. I have confidence in Richard Surber and his team to grow and create shareholder value for everyone involved." Landis is an independently operated salon that exclusively sells and uses AVEDA(TM) branded products. "Our intention is to use our new public vehicle to roll-up additional salons that sell AVEDA(TM) products, and potentially other environmentally conscious health and beauty companies," Matthew Landis, founder and head stylist of Landis, said. "The explosive growth in organic, natural skin and hair care is a trend taking over the world, and with additional access to capital, we can accelerate our growth. We are considering acquiring numerous established salon operations in the Greater Salt Lake City Area and have discussed creating franchises for the Landis Salon operation that could lead to a national expansion." Richard Surber and his staff are working on a plan which includes: -- refilling of a 15c2-11 to regain GRNE's trading on the Pink Sheets; -- obtaining an Securities and Exchange Commission peer review audit; -- an offering document to raise additional capital under Regulation D; -- the eventual filing of a registration statement with the SEC; and -- distributing stock as a dividend or as a pro-rata spin- off to Nexia shareholders. About AmeriResource Technologies Inc. Headquartered in Las Vegas, Nevada, AmeriResource Technologies Inc. (OTC:AMRE) -- http://www.ameriresourcetechnologie...-- conducts its business as a holding company in a structure that includes several wholly owned and majority-owned subsidiaries, which are involved in software development for the fast-food and full service restaurant industry, a commercial liquidator for some of the retailers for their excess inventory, overstocks, and returned merchandise selling the products on eBay, and have partnerships with pack and ship centers whereby a customer can drop-off their unwanted goods to be sold on eBay. The company's subsidiaries include RoboServer Systems Corp., Self-Serve Technologies Inc., Net2Auction, Inc., Net2Auction Corporation, AuctionWagon Inc., Auction Boulevard Inc., BizAuctions Inc. (OTC: BZCN), BizAuctions Corp. and VoIPCOM USA Inc. About Nexia Holdings Inc Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTCBB: NEXH) -- http://www.nexiaholdings.com/-- engages in the acquisition, lease, management, and sale of real estate properties in the continental United States, through its subsidiaries. It operates, owns, or has interests in a portfolio of commercial, industrial, and residential properties. The company's commercial properties comprise Wallace-Bennett Building, and a one-story retail building in Salt Lake City, Utah; and an office building in Kearns, Utah. Its residential property comprises a condominium unit located in close proximity to Brian Head Ski Resort and the surrounding resort town in southern Utah. The company's industrial property includes Parkersburg Terminal in Parkersburg, West Virginia. It also owns parcels of undeveloped land in Utah and Kansas. At June 30, 2007, the company's balance sheet showed total assets of $4.4 million and total liabilities of $5.3 million, resulting to a shareholders' deficit of $0.9 million. OBLEBAY NORTON: Moody's May Lift Rating on Carmeuse Deal -------------------------------------------------------- Moody's Investors Service revised the direction of its rating review for Oglebay Norton Company (B1 corporate family rating) to a possible upgrade from a possible downgrade. Oglebay's ratings had been placed under review for possible downgrade on July 26, 2007, when Harbinger Capital Partners commenced a tender offer for Oglebay's shares. The revised review direction follows the company's announcement that it has entered into a definitive agreement under which Carmeuse North America will acquire all of Oglebay for approximately $700 million. Oglebay's lime and limestone operations should fit well within the larger lime, limestone and aggregates operations of Carmeuse North America. Moreover, Moody's expects that Carmeuse will refinance all of Oglebay's existing debt, in which case Moody's existing ratings for Oglebay will be withdrawn. The parent company of Carmeuse North America, Carmeuse Holding S.A., has a Ba2 corporate family rating. On Oct. 15, 2007, Moody's placed Carmeuse Holdings' ratings under review for possible downgrade; any rating downgrade is expected to be limited to one notch. The Oglebay acquisition is expected to close at the end of the year and is subject to regulatory approval and the approval of Oglebay's shareholders, for which a shareholders' meeting is scheduled on Nov. 13, 2007. These ratings were placed under review for possible upgrade: * B1 -- Corporate family rating * B1 -- Probability of default rating * B1 -- $55 million guaranteed senior secured revolving credit facility * B1 -- $140 million guaranteed senior secured term loan B Oglebay Norton Company, headquartered in Cleveland, mines, processes, transports and markets industrial sands, limestone and lime, and serves customers in four major categories: building materials, energy, environmental and industrial. It had sales of $372 million in the 12 months ended June 30, 2007. ORBITAL SCIENCES: Earns $15.7 Million in Quarter Ended Sept. 30 --------------------------------------------------------------- Orbital Sciences Corporation disclosed financial results for the third quarter and first nine months of 2007. Third quarter net income increased 84% to $15.7 million in 2007, compared to $8.5 million in 2006. Orbital's third quarter revenues increased 46% to $289.5 million in 2007, compared to $197.8 million in 2006. The company's third quarter operating income rose 54% to $23.2 million in 2007, compared to $15.1 million in 2006. Commenting on Orbital's third quarter 2007 results, Mr. David W. Thompson, chairman and chief executive officer, said, "The company reported strong revenue growth in all three of our business segments, boosted profit in most product lines, and generated solid free cash flow in the third quarter. Following the pattern established earlier in the year, communications satellites, human space systems and missile defense programs drove our revenue growth in the quarter." For the first nine months of 2007, Orbital reported revenues of $791.0 million, up 35% compared to $587.0 million in the first nine months of 2006. The company's operating income for the first nine months of 2007 was $62.3 million, up 30% compared to $47.8 million during the same period in 2006. Net income for the first nine months of 2007 was $41.0 million, compared to $27.3 million in the first nine months of 2006. Interest expense for the third quarter and first nine months of 2007 decreased to $1.3 million and $3.6 million, respectively, compared to $3.1 million and $9.3 million, respectively, in the same periods in 2006. The reduction in interest expense is due to lower interest rates on long-term debt as a result of Orbital's December 2006 refinancing transaction. At Sept. 30, 2007, the company's consolidated balance sheet showed $778.8 million in total assets, $350.1 million in total liabilities, and $428.7 million in total shareholders' equity. Cash Flow and Balance Sheet Orbital reported free cash flow of $22.4 million for the third quarter of 2007. The company repurchased approximately 700,000 shares of its common stock for $15.0 million in the third quarter of 2007. This stock repurchase is part of a 12-month, $50 million securities repurchase program authorized by the company's Board of Directors in April 2007. Orbital's unrestricted cash and marketable securities balances were $197.8 million and $34.5 million, respectively, as of Sept. 30, 2007. New Business Highlights During the third quarter of 2007, Orbital received approximately $420 million in new firm and option contract bookings. In addition, the company received approximately $35 million of option exercises under existing contracts. Year-to-date, Orbital received approximately $1.51 billion in new firm and option contract bookings, and approximately $240 million of option exercises under existing contracts. As of Sept. 30, 2007, the company's firm contract backlog was approximately $1.96 billion and its total backlog, including options, indefinite-quantity contracts and undefinitized orders, was approximately $4.06 billion. About Orbital Sciences Headquartered in Dulles, Virginia, Orbital Sciences Corp. (NYSE: ORB) -- http://www.orbital.com/-- develops and manufactures small rockets and space systems for commercial, military and civil government customers. * * * As reported in the Troubled Company Reporter on Oct. 16, 2007, Moody's Investors Service upgraded the corporate family and probability of default ratings of Orbital Sciences Corp. to 'Ba1' from 'Ba2', due to expectations for continued strong operating results while the company maintains modest debt levels, resulting in strong anticipated free cash flow generation over the near term. In addition, Moody's assigned a 'Baa3' rating to Orbital's re-financed $100 million senior secured revolving credit facility due 2012. The ratings outlook is stable. OWENS & MINOR: Earns $21.2 Million in Third Quarter Ended Sept. 30 ------------------------------------------------------------------ Owens & Minor Inc. reported net income of $21.2 million for the third quarter ended Sept. 30, 2007, compared to net income of $14.5 million in the same period last year. Third quarter net income also increased sequentially from $18.3 million in the second quarter of this year. The company reported revenue of $1.69 billion for the third quarter ended Sept. 30, 2007, up 28% compared to revenue of $1.32 billion for the third quarter last year, and also up slightly on a sequential basis from $1.68 billion in the second quarter of 2007. Of the third quarter revenue growth, approximately $249 million was associated with the acute-care distribution business acquired from McKesson Corporation on Sept. 30, 2006. "We made good progress this quarter with excellent revenue growth and strong operating cash flow," said Craig R. Smith, president & chief executive officer of Owens & Minor. "While we have been successful in integrating a significant amount of new business, our task in the coming months is to achieve further operating synergies from our expanded business." Operating Cash Flow Operating cash flow was $116 million for the third quarter and $202 million year-to-date, exceeding the operating cash flow of negative $10.8 million for the third quarter of 2006. Total outstanding long-term debt at the end of the third quarter was $231.1 million, marking the second consecutive quarter of significant debt reduction by the company. Year-to-Date Results Year-to-date, revenue was $5.1 billion, up 30.2%, compared to revenue of $3.9 billion in the same period last year. Net income for the first nine months of 2007 was $50.3 million, compared to net income of $41.4 million for the same period in 2006. At Sept. 30, 2007, the company's consolidated balance sheet showed $1.57 billion in total assets, $975.6 million in total liabilities, and $592.7 million in total shareholders' equity. About Owens & Minor Headquartered in Richmond, Virginia, Owens & Minor Inc. (NYSE: OMI) -- http://www.owens-minor.com/-- is a distributor of national name-brand medical and surgical supplies and is a healthcare supply chain management company. With distribution centers throughout the United States, the company serves hospitals, integrated healthcare systems, alternate care locations, group purchasing organizations and the federal government. * * * Todate, Owens & Minor Inc. still carries Moody's 'Ba2' long term corporate family and 'Ba2' senior unsecured debt ratings. Outlook is stable. PITTSBURGH PENGUINS: Settles Mario Lemieux's Claim for $21 Million ------------------------------------------------------------------ The Pittsburgh Penguins will pay $21 million to Mario Lemieux as part of settlement stemming from their bankruptcy, Dave Molinari, of the Pittsburgh Post-Gazette reports. Mr. Molinari reports that Mr. Lemieux, who is owed $32 million in deferred compensation under a contract in effect when he retired as a player in 1997, is believed to be the only unsecured creditor who didn't receive 100% of his claims. Mr. Lemieux was one of the investors who purchased the company when it came out of bankruptcy. The report further says that the Penguins entered into a refinancing, through Societe Generale and several other financial institutions, in order to pay Mr. Lemieux. The report adds that Ron Burkle, a California businessman who shares control of the Penguins with Mr. Lemieux, as well as other investors, will receive a certain percentage of their original outlay in concurrence with the refinancing. The Pittsburgh Penguins -- http://penguins.nhl.com/-- are a professional ice hockey team based in Pittsburgh, Pennsylvania. They are members of the Atlantic Division of the Eastern Conference of the National Hockey League. RADIATION THERAPY: $764MM Company Buyout Cues S&P's Neg. Watch -------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings, including the 'BB-' corporate credit rating, on Radiation Therapy Services Inc. on CreditWatch with negative implications. This action follows the announcement by Vestar Capital Partners to purchase the company for $764 million. The deal is valued at about $1.1 billion, including the assumption of debt. At June 30, 2007, Radiation Therapy had adjusted debt leverage of 3.2x and had generated almost $50 million of cash from operations over the prior 12-month period. Although managed well, growth has been aggressive. "We may lower the rating due to the likely increase in debt to finance this transaction," said Standard & Poor's credit analyst Cheryl Richer. "We will evaluate the transaction to determine the resulting impact on creditworthiness." RADIATION THERAPY: Acquisition Cues Moody's to Affirm Ratings ------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Radiation Therapy Services, Inc. following the announcement that the company has entered into a definitive agreement to be acquired by Vestar Capital for $32.50 per share. The basis for the affirmation is Moody's expectation that the existing bank debt will be repaid at the close of the transaction, at which time Moody's will withdraw the ratings. The company's act to enter into a definitive agreement to effect the change of control is an event of default under the terms of the current credit agreement. The company is expected to have this provision waived through the close of the transaction. The transaction has been valued at approximately $1.1 billion, including the assumption of existing debt, of which approximately $215 million was outstanding at June 30, 2007. The transaction is subject to shareholder approval and is expected to close in the first quarter of 2008. Ratings affirmed: -- Senior secured revolving credit facility due 2010, B1 (LGD3, 30%) -- Senior secured term loan due 2012 (inclusive of $50 million add-on), B1 (LGD3, 30%) -- Corporate Family Rating, B1 -- Probability of Default Rating, B2 -- Speculative Grade Liquidity Rating, SGL-2 Radiation Therapy is the largest owner and operator of radiation treatment facilities in the US with 83 treatment centers offering a range of radiation therapy alternatives to cancer patients. Moody's estimates that the company's revenues for the 12 months ended June 30, 2007 approximated $345 million. REGINALD WALKER: Case Summary & Six Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Reginald Tyrone Walker 12150 Dunleigh Court Dunkirk, MD 20754 Bankruptcy Case No.: 07-20408 Chapter 11 Petition Date: October 22, 2007 Court: District of Maryland (Greenbelt) Judge: Thomas J. Catliota Debtor's Counsel: Bennie R. Brooks, Esq. 8201 Corporate Drive, Suite 260 Landover, MD 20785 Tel: (301) 731-4160 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Land Rover Purchase Money $37,608 25 Braintree Hill Park Security- South 2001 Land Rover Braintree, MA 02184 Bank of America Consumer Debt $16,156 400 Christiana Road Newark, DE 19713 Universal Citi Cards Credit Card Purchases $13,055 P.O. Box 44167 Jacksonville, FL 32231 Chase Consumer Debt $5,118 G.M.A.C. deficiency after $5,000 foreclosure Chevy Chase Bank, F.S.B. Consumer Debt $487 RESIDENTIAL ASSET: Fitch Cuts Rating on $5.5 Mil. Certificates -------------------------------------------------------------- Fitch Ratings has taken rating actions on 1 Residential Asset Securities Corporation mortgage pass-through certificates. Affirmations total $126 million and downgrades total $5.5 million. Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions: RASC 2005-KS2 Total Groups 1 & 2 -- $34.1 million class A affirmed at 'AAA' (BL: 85.72, LCR: 6.43); -- $37.1 million class M-1 affirmed at 'AA+' (BL: 55.10, LCR: 4.14); -- $28.8 million class M-2 affirmed at 'A+' (BL: 23.15, LCR: 1.74); -- $8.2 million class M-3 affirmed at 'A' (BL: 20.58, LCR: 1.54); -- $8.8 million class M-4 affirmed at 'BBB+' (BL: 17.82, LCR: 1.34); -- $5.2 million class M-5 affirmed at 'BBB' (BL: 16.12, LCR: 1.21); -- $4.4 million class M-6 affirmed at 'BBB-' (BL: 14.64, LCR: 1.10); -- $5.5 million class B downgraded to 'BB' from 'BB+' (BL: 13.24, LCR: 0.99). Deal Summary -- Originators: 100% GMAC RFC; -- 60+ day Delinquency: 24.67% -- Realized Losses to date (% of Original Balance): 1.18%; -- Expected Remaining Losses (% of Current Balance): 13.32%; -- Cumulative Expected Losses (% of Original Balance): 4.54%. The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2006 and late 2005 with regard to continued poor loan performance and home price weakness. RESIDENTIAL ASSET: Fitch Lowers Ratings on $177.9 Million Certs. ---------------------------------------------------------------- Fitch Ratings has taken these rating actions on five Residential Asset Mortgage Product mortgage pass-through certificates. Affirmations total $1.2 billion and downgrades total $177.9 million. Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions as: RAMP 2005-EFC1 Total Groups 1 & 2 -- $139.9 million class A affirmed at 'AAA' (BL: 72.92, LCR: 6.57); -- $54 million class M-1 affirmed at 'AA+' (BL: 59.27, LCR: 5.34); -- $41.7 million class M-2 affirmed at 'AA+' (BL: 45.63, LCR: 4.11); -- $25.6 million class M-3 affirmed at 'AA' (BL: 40.83, LCR: 3.68); -- $17.8 million class M-4 affirmed at 'AA-' (BL: 36.85, LCR: 3.32); -- $16.7 million class M-5 affirmed at 'A+' (BL: 19.73, LCR: 1.78); -- $17.2 million class M-6 affirmed at 'A' (BL: 17.37, LCR: 1.57); -- $15.5 million class M-7 downgraded to 'BBB+' from 'A-' (BL: 15.13, LCR: 1.36); -- $11.1 million class M-8 downgraded to 'BBB' from 'BBB+' (BL: 13.54, LCR: 1.22); -- $12.8 million class M-9 downgraded to 'BB+' from 'BBB' (BL: 11.65, LCR: 1.05); -- $11.1 million class B-1 downgraded to 'BB-' from 'BB+' (BL: 10.21, LCR: 0.92); -- $16.1 million class B-2 downgraded to 'B+' from 'BB' (BL: 9.75, LCR: 0.88). Deal Summary -- Originators: 100% GMAC RFC; -- 60+ day Delinquency: 19.59%; -- Realized Losses to date (% of Original Balance): 1.06%; -- Expected Remaining Losses (% of Current Balance): 11.09%; -- Cumulative Expected Losses (% of Original Balance): 4.96%. RAMP 2005-RS2 Total Groups 1 & 2 -- $93.2 million class A affirmed at 'AAA' (BL: 69.94, LCR: 5.74); -- $41.6 million class M-1 affirmed at 'AA+' (BL: 52.81, LCR: 4.34); -- $21.7 million class M-2 affirmed at 'AA' (BL: 44.03, LCR: 3.62); -- $12.6 million class M-3 affirmed at 'AA-' (BL: 38.87, LCR: 3.19); -- $12.6 million class M-4 affirmed at 'A+' (BL: 33.68, LCR: 2.77); -- $12.6 million class M-5 affirmed at 'A' (BL: 22.63, LCR: 1.86); -- $10.8 million class M-6 affirmed at 'A-' (BL: 20.09, LCR: 1.65); -- $12.6 million class M-7 affirmed at 'BBB+' (BL: 17.04, LCR: 1.40); -- $10.8 million class M-8 (Turbo) affirmed at 'BBB' (BL: 15.85, LCR: 1.30). Deal Summary -- Originators: 100% GMAC RFC; -- 60+ day Delinquency: 19.32%; -- Realized Losses to date (% of Original Balance): 1.98%; -- Expected Remaining Losses (% of Current Balance): 12.18%; -- Cumulative Expected Losses (% of Original Balance): 6.12%. RAMP 2005-RS5 Total Pools 1 & 2 -- $135.9 million class A affirmed at 'AAA' (BL: 42.82, LCR: 4.46); -- $20.7 million class M-1 affirmed at 'AA+' (BL: 33.11, LCR: 3.45); -- $11.5 million class M-2 affirmed at 'AA' (BL: 27.72, LCR: 2.89); -- $8.7 million class M-3 affirmed at 'AA-' (BL: 23.59, LCR: 2.46); -- $6 million class M-4 affirmed at 'A+' (BL: 20.73, LCR: 2.16); -- $6.2 million class M-5 affirmed at 'A' (BL: 17.74 LCR: 1.85); -- $4.7 million class M-6 affirmed at 'A-' (BL: 15.42, LCR: 1.61); -- $4.7 million class M-7 affirmed at 'BBB+' (BL: 12.98, LCR: 1.35); -- $3 million class M-8 downgraded to 'BB' from 'BBB' (BL: 9.76, LCR: 1.02); -- $2.5 million class M-9 downgraded to 'BB-' from 'BBB-' (BL: 8.95, LCR: 0.93); -- $2.5 million class B-1 downgraded to 'B+' from 'BB+' (BL: 8.24, LCR: 0.86); -- $2.5 million class B-2 downgraded to 'B' from 'BB' (BL: 7.76, LCR: 0.81); -- $2.5 million class B-3 affirmed at 'B' (BL: 7.63, LCR: 0.80). Deal Summary -- Originators: 100% GMAC RFC; -- 60+ day Delinquency: 13.4%; -- Realized Losses to date (% of Original Balance): 1.39%; -- Expected Remaining Losses (% of Current Balance): 9.59%; -- Cumulative Expected Losses (% of Original Balance): 5.49%. RAMP 2005-RS6 Total Pools 1 & 2 -- $281.3 million class A affirmed at 'AAA' (BL: 50.58, LCR: 4.66); -- $51 million class M-1 affirmed at 'AA+' (BL: 40.02, LCR: 3.68); -- $33 million class M-2 affirmed at 'AA' (BL: 33.59, LCR: 3.09); -- $21 million class M-3 affirmed at 'AA' (BL: 29.42, LCR: 2.71); -- $21 million class M-4 downgraded to 'A+' from 'AA-' (BL: 17.38, LCR: 1.60); -- $7.8 million class M-5 downgraded to 'A' from 'AA-' (BL: 16.36, LCR: 1.51); -- $16.8 million class M-6 downgraded to 'BBB+' from 'A+' (BL: 14.14, LCR: 1.30); -- $14.4 million class M-7 downgraded to 'BBB-' from 'A' (BL: 12.16, LCR: 1.12); -- $12 million class M-8 downgraded to 'BB' from 'A-' (BL: 10.50, LCR: 0.97); -- $12 million class M-9 downgraded to 'B+' from 'BBB+' (BL: 8.92, LCR: 0.82); -- $12 million class M-10 downgraded to 'CC/DR3' from 'BBB-'; -- $4.8 million class B-1 downgraded to 'CC/DR3' from 'BB+'. Deal Summary -- Originators: 100% GMAC RFC; -- 60+ day Delinquency: 16.16% -- Realized Losses to date (% of Original Balance): 1.06%; -- Expected Remaining Losses (% of Current Balance): 10.87%; -- Cumulative Expected Losses (% of Original Balance): 5.62%. RAMP 2005-SP3 -- $142.2 million class A affirmed at 'AAA' (BL: 27.61, LCR: 3.26); -- $12.5 million class M-1 affirmed at 'AA' (BL: 20.56, LCR: 2.43); -- $8.8 million class M-2 affirmed at 'A' (BL: 15.41, LCR: 1.82); -- $3.4 million class M-3 affirmed at 'BBB+' (BL: 13.26, LCR: 1.57); -- $1.4 million class M-4 affirmed at 'BBB' (BL: 12.64, LCR: 1.49). Deal Summary -- Originators: 100% GMAC RFC; -- 60+ day Delinquency: 10.41%; -- Realized Losses to date (% of Original Balance): 0.51%; -- Expected Remaining Losses (% of Current Balance): 8.47%; -- Cumulative Expected Losses (% of Original Balance): 5.67%. The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2006 and late 2005 with regard to continued poor loan performance and home price weakness. ROSEMARY LAND: Voluntary Chapter 11 Case Summary ------------------------------------------------ Lead Debtor: Rosemary Land Co., L.L.C. P.O. Box 187 Saratoga, CA 95071 Bankruptcy Case No.: 07-53369 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Liberty Properties, L.L.C. 07-53369 Delta Hotel Group, L.P. 07-53370 Type of Business: The Debtors own and manage real estate. Chapter 11 Petition Date: October 22, 2007 Court: Northern District of California (San Jose) Debtors' Counsel: Charles B. Greene, Esq. 84 West Santa Clara Street, Suite 770 San Jose, CA 95113 Tel: (408) 279-3518 Estimated Assets Estimated Debts ---------------- --------------- Rosemary Land Co., L.L.C. $1 Million to $1 Million to $100 Million $100 Million Liberty Properties, L.L.C. $1 Million to $1 Million to $100 Million $100 Million Delta Hotel Group, L.P. $1 Million to $1 Million to $100 Million $100 Million The Debtors did not file a list of their 20 largest unsecured creditors. ROWE COS: RFI Trustee Objects to Third Amended Plan --------------------------------------------------- Donald F. King, trustee for Rowe Furniture, Inc., a debtor- affiliate of The Rowe Companies, objects to the Debtors' Third Amended Plan of Reorganization. Mr. King relates that upon confirmation, the plan proposes to establish a liquidating trust that will hold trust assets from the Debtors for the purpose of liquidating and distributing those assets to creditors. Mr. King tells the U.S. Bankruptcy Court for the Eastern District of Virginia that the trust assets include all causes of action, which are deemed to be assigned and conveyed to the liquidating trust upon confirmation. The Trustee argues that the definition of "causes of action" under the plan inappropriately includes claims and assets belonging to Rowe Furniture and Storehouse, Inc., not simply claims belonging to the parent company. Mr. King objects because there is no basis or authority that would allow Rowe Furniture assets to be put in the liquidating trust and distributed to creditors. Rowe Companies and Storehouse were co-obligors with Rowe Furniture on the secured indebtedness owed to GECC, the Trustee relates. Mr. King says that Rowe Furniture paid a disproportionate share of the GECC liability. Rowe Furniture has a contribution claim against both Rowe Companies and Storehouse for their share of the GECC indebtedness disproportionately paid by Rowe Furniture, and RFI stepped into the shoes of GECC with respect to its lien against the assets of Rowe Companies and Storehouse for the contribution claim. Mr. King concludes that the plan makes no provision for either the contribution claim or the lien. About The Rowe Companies Based in McLean, Virginia, The Rowe Companies -- http://www.therowecompanies.com/-- manufactures upholstered retail home and office furniture, interior decorations, tableware, lighting fixtures, and other interior design accessories. The company owns 100% of stock of manufacturing and retail subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/-- and Storehouse, Inc. -- http://www.storehousefurniture.com/ The company and its two affiliates filed for chapter 11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144). Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison, Esq., at Wiley Rein LLP, represent the Debtors. Douglas M. Foley, Esq., Kenneth Michael Misken, Esq., and Sarah Beckett Boehm, Esq., at McGuireWoods LLP, represent the Official Committee of Unsecured Creditors of Rowe Furniture. On Feb. 21, 2007, a debtor-affiliate, Rowe Furniture, Inc.'s chapter 11 case was converted to a chapter 7 liquidation proceeding. Mr. Donald F. King was appointed as chapter 7 trustee. James W. Reynolds, Esq., at Odin Feldman & Pittleman PC, represents Mr. King. In schedules submitted to the Court, The Rowe Companies listed total assets of $42,939,780 and total debts of $34,948,206; Rowe Furniture listed total assets of $66,431,812 and total debts of $46,486,046; and Storehouse, Inc. listed total assets of $33,090,987 and total debts of $109,777,822. ROYAL CARIBBEAN: Earns $395 Million in Quarter Ended Sept. 30 ------------------------------------------------------------- Royal Caribbean Cruises Ltd. disclosed Monday results for its third quarter ended Sept. 30, 2007. The company reported net income of $395.0 million for the third quarter of 2007, compared to net income of $345.4 million in 2006. These results were better than expected mainly due to stronger late bookings driving better yields. Revenues for the third quarter 2007 increased to $2.0 billion from revenues of $1.6 billion in the third quarter 2006. "It was a very encouraging finish for the quarter and augurs well for upcoming periods," said Richard Fain, chairman and chief executive officer. "It is very satisfying that, despite higher fuel prices and other challenges, we produced record results." The company expects to have a 12.4% increase in capacity in 2007, driven by Pullmantur, the April delivery of Liberty of the Seas, and a full year of Freedom of the Seas. "Building on a solid third quarter, we are encouraged by the strength of our late-season European itineraries, and the continuing recovery in the Caribbean pricing environment," Fain said. As of Sept. 30, 2007, liquidity was $1.6 billion, comprising $400.0 million in cash and cash equivalents and $1.2 billion in available credit on the company's unsecured revolving credit facility. At Sept. 30, 2007, the company's consolidated balance sheet showed $15.16 billion in total assets, $8.51 billion in total liabilities, and $6.65 billion in total shareholders' equity. The company's consolidated balance sheet at Sept. 30, 2007, also showed strained liquidity with $1.06 billion in total current assets available to pay $2.57 billion in total current liabilities. About Royal Caribbean Headquartered in Miami, Royal Caribbean Cruises Ltd. (NYSE: RCL) -- http://www.royalcaribbean.com/-- is a global cruise vacation company that operates Royal Caribbean International, Celebrity Cruises and Pullmantur Cruises, Azamara Cruises and CDF Croisieres de France. The company has a combined total of 35 ships in service and seven under construction. It also offers unique land- tour vacations in Alaska, Asia, Australia, Canada, Europe, Latin America and New Zealand. * * * Moody's still carries Royal Caribbean Cruises Ltd.'s 'Ba1' long term corporate family rating last placed on Feb. 22, 2005. Outlook is stable. SECURITIZED ASSET: Fitch Puts Low-B Ratings on Four Certificates ---------------------------------------------------------------- Fitch has taken these rating actions on 2 Securitized Asset Backed Receivables mortgage pass-through certificates: Series 2004-DO1; -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 downgraded to 'BBB' from 'A'; -- Class M-3 downgraded to 'BBB-' from 'A-' -- Class B-1 downgraded to 'BB+' from 'BBB+'; -- Class B-2 downgraded to 'BB' from 'BBB'; -- Class B-3 downgraded to 'BB-' from 'BBB-'. Series 2004-NC3; -- Class M-1 affirmed at 'AA+'; -- Class M-2 downgraded to 'A' from 'A+'; -- Class M-3 downgraded to 'A-' from 'A'; -- Class B-1 downgraded to 'BBB+' from 'A-'; -- Class B-2 downgraded to 'BBB' from 'BBB+', and placed on Rating Watch Negative; -- Class B-3 downgraded to 'BBB-' from 'BBB', and placed on Rating Watch Negative; -- Class B-4 downgraded to 'BB+' from 'BBB-'. The collateral in the aforementioned transactions consists primarily of adjustable- and fixed-rate sub-prime mortgage loans secured primarily by first-liens on residential properties. The mortgage loans of Series 2004-DO1 were originated by Decision One and the mortgage loans of Series 2004-NC3 were originated by New Century. The affirmations reflect satisfactory levels of credit enhancement to future expected losses, and affect approximately $53.4 million in outstanding certificates. The upgrade reflects an improvement in the relationship of CE to future expected losses, and affects approximately $38.1 million in outstanding certificates. The overcollateralization for both Series 2004-DO1 and 2004-NC3 has stepped down. The release of OC and principal payments to the subordinate classes has put negative pressure up the capital structure for both series. As of the September 2007 remittance period, the 60+ delinquency (inclusive of foreclosures and REO) for Series 2004-DO1 and 2004-NC3 is 22.12% and 29.52%, respectively. The servicer for Series 2004-DO1 is Countrywide Home Loans, Inc. (rated 'RPS1-' by Fitch) and Litton Loan Servicing ('RPS1/Rating Watch Negative') for Series 2004-NC3. SECURITIZED ASSET: Fitch Downgrades Ratings on $16.9MM Certs. ------------------------------------------------------------- Fitch Ratings has taken rating actions Securitized Asset Backed Receivables LLC Series 2005-FR3 mortgage pass-through certificates. Affirmations total $114.7 million, downgrades total $16.9 million, and rating watch negatives total $13.3 Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions as: SABR 2005-FR3 -- $51.8 million class A affirmed at 'AAA' (BL: 78.05, LCR: 5.06); -- $38 million class M-1 affirmed at 'AA+' (BL: 49.59, LCR: 3.22); -- $24.8 million class M-2 affirmed at 'A+' (BL: 32.78, LCR: 2.13); -- $7.6 million class M-3 rated 'A+' , placed on Rating Watch Negative (BL: 28.01, LCR: 1.82); -- $5.6 million class B-1 rated 'A', placed on Rating Watch Negative (BL: 24.21, LCR: 1.57); -- $5.6 million class B-2 downgraded to 'BBB+' from 'A-', placed on Rating Watch Negative (BL: 20.43, LCR: 1.33); -- $5.6 million class B-3 downgraded to 'BB+' from 'BBB+' (BL: 16.67, LCR: 1.08); -- $5.6 million class B-4 downgraded to 'B+' from 'BBB-' (BL: 13.54, LCR: 0.88); Deal Summary -- Originators: 100% Fremont -- 60+ day Delinquency: 34.62%; -- Realized Losses to date (% of Original Balance): 0.99%; -- Expected Remaining Losses (% of Current Balance): 15.41%; -- Cumulative Expected Losses (% of Original Balance): 5.20%. The rating actions are based on changes that Fitch has made to its subprime loss forecasting assumptions. The updated assumptions better capture the deteriorating performance of pools from 2006 and late 2005 with regard to continued poor loan performance and home price weakness. SENTINEL MANAGEMENT: Trustee Wants Macquarie as Investment Advisor ----------------------------------------------------------------- Frederick J. Grede, the Chapter 11 trustee overseeing Sentinel Management Group Inc.'s estate, asks authority from the U.S. Bankruptcy Court for the District of Illinois, to employ Macquarie Securities Inc. as his investment advisor nunc pro tunc Sept. 5, 2007. Macquarie will assist the Trustee in carrying out his duties including: (a) assisting in managing the assets, securities, investments and other holdings of the company, including positions held by custodial banks and repurchase facility lenders; (b) assisting in development of a strategy to maximize portfolio value, including assessment of the marketability and liquidity of various positions held within the portfolio; (c) analyzing the indicative range of values for the portfolio; (d) assist in preparation, if necessary, of a descriptive memorandum regarding the potential sale of the portfolio regarding the transactions; (e) conducting a marketing and auction process to maximize the value or any portfolio holdings to be sold or liquidated, including identification or likely buyers and solicitation of bids; (f) advising in its negotiations regarding the transactions; (g) coordinating with the Trustee's legal counsel regarding the closing of the transaction(s); (h) advising the Trustee in the preparation of financial information regarding the portfolio that may be required by the company's senior lenders, other debt holders, customers, creditors and other stakeholders; and in coordinating communications with the parties- in-interest and their respective advisors; (i) review and analyze certain portfolio transactions within 90 days of the chapter 11 filing date, including certain transactions with repurchase agreement counterparties; and (j) providing other restructuring advisory services as requested and agreed by the firm. In addition, the firm is requested to provide expert testimony or other services in connection with estate litigation. The Trustee tells the Court that firm will charge a monthly advisory fee of $100,000 per month for the first three months and $75,000 per month thereafter. If a transaction is consummated during the period that the firm is engaged, the Debtors will pay: (a) 0.20% of the aggregate transaction value up to $400 million; plus (b) 0.50% of the aggregate transaction value up from $400 million to $500 million; plus (c) 1% of the aggregate transaction value up from $500 million to $700 million; plus (d) 1.20% of the aggregate transaction value in excess of $700 million to $500 million; payable in cash at the closing of such transaction or similar transaction. However, the firm agree to credit 50% of the total monthly advisory fees payable hereunder against any such transaction fees earned in excess of $2 million in the aggregate. The Trustee also relates that Macquarie will reimburse reasonable out-of-pocket expenses suck as travel costs, lodging, meals, research, overnight mail and courier services incurred in connection with providing these services. The Trustee assures the Court that the firm holds no interest adverse to the Debtor and its estates and is disinterested as the term is defined in Section 101(14) of the Bankruotcy Code. Based in Northbrook, Illinois, Sentinel Management Group Inc. -- http://www.sentinelmgi.com/-- is a full service firm offering a variety of security solutions. The company filed a chapter 11 petition on August 17, 2007 (Bankr. N.D. Ill. Case No. 07-14987). Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom & Moritz, Ltd. represent the Debtor. When the Debtor sought bankruptcy protection, it listed assets and debts of more than $100 million. The Debtor's exclusive period to file a plan expires on Dec. 17, 2007. On Aug. 28, 2007, the Court approved Frederick Grede as the Debtor's Chapter 11 Trustee. Mr. Grede selected Catherine L. Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar, Esq., at Jenner & Block LLP as his counsels. SENTINEL MANAGEMENT: Trustee Taps ADI for Electronic Discovery -------------------------------------------------------------- Frederick J. Grede, the Chapter 11 Trustee appointed in Sentinel Management Group Inc.'s Chapter 11 case, seeks permission from the U.S. Bankruptcy Court for the Northern District of Illinois to enter into contract with Applied Discovery Inc. to perform electronic discovery services. The Trustee relates that he and his professionals need the services of a third-party vendor to aid them in their task of investigating the Debtor's books, records and business affairs. Applied Discovery and any third party vendor that it employs, will provide: (a) online review of email data; (b) conversion of email data; (c) conversion of digital or tape voice recordings; (d) process, convert and store electronically stored information, consisting of emails and loose native files such as pdf files, word processing documents, spreadsheet files and metadata collected from the Debtor and third-party sources; 2 (e) host an internet-based database of documents and ESI, certain of which will be accessible to interested parties based on identified data subsets and security codes; and (f) such other processing of documents or electronic data as is requested by the Trustee. The Trustee tells the Court that Applied Discovery will document how the ESI, data and documents were gathered, analyzed and preserved. The chain of custody logs will ensure that: (i) the ESI, data and documents were properly copied, transported and stored; (ii) the ESI, data and document were not altered in any way; and (iii) all media was secured throughout the process. The Trustee believes that the services to be provided and the fees and costs for those services are reasonable, and that entering into the agreement is in the best interests of the estate and its creditors. Based in Northbrook, Illinois, Sentinel Management Group Inc. -- http://www.sentinelmgi.com/-- is a full service firm offering a variety of security solutions. The company filed a voluntary chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No. 07-14987). Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom & Moritz, Ltd. represent the Debtor. Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the Official Committee of Unsecured Creditors. DLA Piper US LLP acts as the Committee's co- counsel. When the Debtor sought bankruptcy protection, it listed assets and debts of more than $100 million. The Debtor's exclusive period to file a plan expires on Dec. 17, 2007. On Aug. 28, 2007, the Court approved Frederick Grede as the Debtor's Chapter 11 Trustee. Mr. Grede selected Catherine L. Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar, Esq., at Jenner & Block LLP as his counsels. SPACEHAB INC: Faces NASDAQ Delisting After Myron Goins Resigns -------------------------------------------------------------- SPACEHAB Incorporated received a letter from The NASDAQ Stock Market that the company is no longer complies with the NASDAQ independent director and audit committee requirements, because of the resignation of Myron J. Goins as a director of the company effective Oct. 16, 2007. If the company fails to regain compliance within the required cure period, NASDAQ said that the company's common stock is subject to delisting upon notification of a determination by NASDAQ staff, which determination may be appealed. In addition, NASDAQ said that the company must comply no later than April 14, 2008. About Spacehab Incorporated Headquartered in Webster, Texas SPACEHAB Incorporated (NASDAQ:SPAB)-- http://www.spacehab.com/-- provides commercial space products and services to NASA, International space agencies, Department of Defense, and private customers worldwide. It develops and operates space flight hardware assets, and provides manned and unmanned payload processing services. The company operates in three segments: SPACEHAB Flight Services, Astrotech Space Operations, and SPACEHAB Government Services. Going Concern Doubt As reported in the Troubled Company Reporter on Oct. 1, 2007, PMB Helin Donovan LLP in Houston, Texas, expressed substantial doubt about Spacehab Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended June 30, 2007. The auditing firm pointed that the company has sustained recurring losses and negative cash flow from operations. SOLOMON DWEK: Case Summary & 253 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Solomon Dwek 311 Crosby Avenue Deal, NJ 07723 Bankruptcy Case No.: 07-11757 Debtor-affiliate filing separate Chapter 11 petition on October 22, 2007: Entity Case No. ------ -------- Dwek Land, L.L.C. 07-25349 Dwek Motors, L.L.C. 07-25350 Debtor-affiliate filing separate Chapter 11 petition on October 15, 2007: Entity Case No. ------ -------- 170 Broad, L.L.C. 07-24922 Debtor-affiliate filing separate Chapter 11 petition on October 12, 2007: Entity Case No. ------ -------- Copper Gables, L.L.C. 07-24829 Dwek Homes, L.L.C. 07-24832 Myrtle Avenue Land, L.L.C. 07-24835 Dwek Wall Gas, L.L.C. 07-24836 Grant Avenue Estates, L.L.C. 07-24837 Neptune City Stores, L.L.C. 07-24839 Debtor-affiliate filing separate Chapter 11 petition on September 27, 2007: Entity Case No. ------ -------- Tinton Falls Land, LLC 07-23872 Debtor-affiliates filing separate Chapter 11 petitions on September 4, 2007: Entity Case No. ------ -------- WLB Center, LLC 07-22630 Asbury Gas, LLC 07-22632 Jemar Enterprises, LLC 07-22633 Melville Dwek, LLC 07-22634 Newport WLB, LLC 07-22635 Red Bank Gas, LLC 07-22636 WLB Highway, LLC 07-22638 Debtor-affiliates that filed separate Chapter 11 petitions before August 24, 2007: Entity Case No. ------ -------- Dwek Branches, L.L.C. 07-22035 Dwek Assets, L.L.C. 07-22036 WLB Center, LLC 07-21752 Dwek Properties, LLC 07-20939 Neptune Medical, LLC 07-18766 Dwek Raleigh, L.L.C. 07-18316 Greenwood Plaza Acquisitions, L.L.C. 07-18317 Sinking Springs II, L.L.C. 07-18318 Sinking Springs, L.P. 07-18320 1631 Highway 35, L.L.C. 07-16041 167 Monmouth Road, L.L.C. 07-16045 2100 Highway 35, L.L.C. 07-16048 230 Broadway, L.L.C. 07-16049 264 Highway 35, L.L.C. 07-16052 374 Monmouth Road, L.L.C. 07-16053 55 North Gilbert, L.L.C. 07-16054 601 Main Street, L.L.C. 07-16055 6201 Route 9, L.L.C. 07-16057 Aberdeen Gas, L.L.C. 07-16058 Bath Avenue Holdings, L.L.C. 07-16060 Belmar Gas, L.L.C. 07-16061 Berkeley Heights Gas, L.L.C. 07-16062 Brick Gas, L.L.C. 07-16064 Dover Estates, L.L.C. 07-16065 Dwek Gas, L.L.C. 07-16066 Dwek Hopatchung, L.L.C. 07-16067 Dwek Income, L.L.C. 07-16068 Dwek Ohio, L.L.C. 07-16069 Dwek Pennsylvania, L.P. 07-16071 Dwek Wall, L.L.C. 07-16072 Dwek Woodbridge, L.L.C. 07-16073 Kadosh, L.L.C. 07-16074 Lacey Land, L.L.C. 07-16075 Monmouth Plaza, L.L.C. 07-16076 P&Y Holdings, L.L.C. 07-16077 Sugar Maple Estates, L.L.C. 07-16078 West Bangs Avenue, L.L.C. 07-16079 Beach Mart, L.L.C. 07-16104 Dwek Trenton Gas, LLC 07-12794 Neptune Gas, LLC 07-12796 Route 33 Medical, LLC 07-12798 1111 Eleventh Avenue 07-12799 Dwek North Olden, LLC 07-12800 Dwek State College, LLC 07-12802 Creditors who filed involuntary chapter 7 petitions against Solomon Dwek: Entity Nature of Claim Claim Amount ------ --------------- ------------ PNC Bank, N.A. Loans $22,993,731 5th Avenue and Wood Street Pittsburgh, PA 15222 Washington Mutual Bank Loans $22,660,558 1301 2nd Avenue WMC 3501 Seattle, WA 98101 Four Star Builders Indemnification of $58,387 1301 Route 33, Suite 3E Claim on Home Neptune, NJ 07753 Buyer's Warranty Type of Business: The Debtors are properties of real estate developer Solomon Dwek. Mr. Dwek was accused of defrauding P.N.C. Bank by depositing a bad $25-million check on April 24, 2006 and then transferring out most of the money the next day. An involuntary chapter 7 petition was filed against Mr. Dwek on Feb. 9, 2007 with the U.S. Bankruptcy Court for the District of New Jersey. On Feb. 22, 2007, the Court converted the case to a chapter 11 reorganization under supervision of a trustee. Chapter 11 Petition Date: May 5, 2007 Court: District of New Jersey (Trenton) Debtors' Counsel: Timothy P. Neumann, Esq. Broege, Neumann, Fischer & Shaver, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 Fax: (732) 223-2416 Financial condition of debtor-affiliate that filed on October 22, 2007: Total Assets Total Debts ------------ ----------- Dwek Land, L.L.C. $4,415,000 $619,085 Dwek Motors, L.L.C. $1,290,000 $7,044 Financial condition of debtor-affiliate that filed on October 15, 2007: Total Assets Total Debts ------------ ----------- 170 Broad, L.L.C. $2,900,000 $1,400,518 Financial condition of debtor-affiliates that filed on October 12, 2007: Total Assets Total Debts ------------ ----------- Copper Gables, L.L.C. $1,100,000 $5,393,910 Dwek Homes, L.L.C. $11,508,847 $6,623,529 Myrtle Avenue Land, L.L.C. $1,251,362 $73,744 Dwek Wall Gas, L.L.C. $375,000 $0 Grant Avenue Estates, L.L.C. $6,200,100 $31,896,093 Neptune City Stores, L.L.C. $1,100,000 $5,393,910 Financial condition of debtor-affiliates that filed on September 27, 2007: Total Assets Total Debts ------------ ----------- Tinton Falls Land, LLC $800,000 $10,266,876 Financial condition of debtor-affiliates that filed on September 4, 2007: Total Assets Total Debts ------------ ----------- WLB Center, LLC $6,012,081 $3,652,480 Asbury Gas, LLC $500,000 $132,298 Jemar Enterprises, LLC $2,200,000 $924,538 Melville Dwek, LLC $425,000 $7,224 Newport WLB, LLC $5,500,297 $4,903,989 Red Bank Gas, LLC $1,030,000 $46,008 WLB Highway, LLC $1,411,615 $7,000,000 Financial condition of debtor-affiliates that filed before August 24, 2007: Total Assets Total Debts ------------ ----------- Dwek Branches, LLC $14,638,167 $18,125,863 Dwek Assets, LLC $21,096,393 $16,510,850 WLB Center, LLC $6,012,081 $3,652,480 Dwek Properties, LLC $17,809,448 $23,403,588 Neptune Medical, LLC $3,206,961 $2,865,749 Dwek Raleigh, L.L.C. $6,250,291 $5,120,286 Greenwood Plaza $7,384,944 $5,332,924 Acquisitions LLC Sinking Springs II, L.L.C. $4,317,585 $2,676,477 Sinking Springs, L.P. $3,958,181 $3,919,222 1631 Highway 35, L.L.C. $969,824 $235,379 167 Monmouth Road, L.L.C. $2,010,780 $782,872 2100 Highway 35, L.L.C. $3,364,561 $20,126,806 230 Broadway, L.L.C. $1,024,775 $5,411,444 264 Highway 35, L.L.C. $804,745 $422,973 374 Monmouth Road, L.L.C. $756,984 $5,115,620 55 North Gilbert, L.L.C. $5,100,907 $3,618,102 601 Main Street, L.L.C. $2,486,713 $5,000,000 6201 Route 9, L.L.C. $1,500,048 $1,136,975 Aberdeen Gas, L.L.C. $300,100 $75 Bath Avenue Holdings, L.L.C. $427,386 $5,002,253 Belmar Gas, L.L.C. $902,777 $7,000,000 Berkeley Heights Gas, L.L.C. $3,765,774 $9,590,389 Brick Gas, L.L.C. $569,110 $0 Dover Estates, L.L.C. $5,000,000 $2,078,935 Dwek Gas, L.L.C. $3,909,148 $3,000,000 Dwek Hopatchung, L.L.C. $901,509 $645,506 Dwek Income, L.L.C. $8,491,631 $12,071,262 Dwek Ohio, L.L.C. $630,065 $504,185 Dwek Pennsylvania, L.P. $1,505,779 $1,142,160 Dwek Wall, L.L.C. $4,283,804 $2,213,029 Dwek Woodbridge, L.L.C. $4,995,979 $2,863,687 Kadosh, L.L.C. $900,121 $750,395 Lacey Land, L.L.C. $850,027 $290,075 Monmouth Plaza, L.L.C. $752,829 $399,380 P&Y Holdings, L.L.C. $637,630 $338,640 Sugar Maple Estates, L.L.C. $7,520,388 $5,472,159 West Bangs Avenue, L.L.C. $500,536 $248,343 Beach Mart, L.L.C. $855,318 $5,468,135 A list of 180 largest unsecured creditors for the debtor- affiliates that filed before August 24, 2007, is available for free at http://researcharchives.com/t/s?232f A. WLB Center, LLC's List of its Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capital Property Property $1,310 Management, LLC Management 167 Monmouth Road Oakhurst, NJ 07755 JCP&L Unknown P.O. Box 3687 Akron, OH 44309-3687 NJ American Water Co. Unknown P.O. Box 371331 Pittsburgh, PA 15250-7331 NJNG Unknown P.O. Box 1378 Belmar, NJ 07715-0001 B. Asbury Gas, LLC's List of its Seven Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Brinkerhoof Environmental Environmental $122,415 Services Services at former 1913 Atlantic Avenue Gulf Service Suite R5 Station Manasquan, NJ 08736 Capital Property Property Management $4,000 Management, LLC 167 Monmouth Road Oakhurst, NJ 07755 Dickstein Associates Agency Insurance $2,844 4001 Asbury Avenue Neptune, NJ 07753 JCP&L Utilities $129 NJ DEP Unknown Township of Neptune $785 Sewer Authority Rent-A-Fence, Inc. $196 C. Jemar Enterprises, LLC's List of its Three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Coastal Property Property $120 Maintenance, LLC Maintenance 167 Monmouth Road Oakhurst, NJ 07755 Cutting Edge Lawn Service, LLC $350 17 Tall Oaks Drive Hazlet, NJ 07730 NJ DEP Unknown 401 East State Street Trenton, NJ 08625 D. Melville Dwek, LLC's List of its Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capital Property Property $4,000 Management, LLC Management 167 Monmouth Road Oakhurst, NJ 07755 NJ DEP Unknown 401 East State Street Trenton, NJ 08625 E. Newport WLB, LLC's List of its 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Penn Federal Savings Bank $45,074 [unknown address] Key Equipment Finance Co. $4,824 P.O. Box 203901 Houston, TX 77216-3901 NJ American Water Co. $2,011 P.O. Box 371331 Pittsburgh, PA 15250-7331 Cutting Edge Lawn $1,696 Service, LLC Kleen Rite $1,353 Morris County Elevator $198 NJ Natural Gas Co. $171 JRG Termite & Pest Control Tenant $128 Dew Drop Lawn Sprinklers, LLC $53 Meridian Health Realty Corp. Tenant Unknown Dr. Christian Pierson Tenant Unknown Sovereign Bank Tenant Unknown F. Red Bank Gas, LLC's List of its Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capital Property Property $4,000 Management, LLC Management 167 Monmouth Road Oakhurst, NJ 07755 DMR Lawns & Landscapes, Inc. Landscaping $1,160 28 Broad Street Eatontown, NJ 07724 Coastal Property Property $883 Maintenance, LLC Management 167 Monmouth Road Oakhurst, NJ 07755 NJ DEP Unknown 401 East State Street Trenton, NJ 08625 G. WLB Highway, LLC and Tinton Falls Land, LLC do not have any creditors who are not insiders. D. Copper Gables, LLC's List of its Five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Shore Mechanical Services $1,541 407 N. Riverside Drive Neptune, NJ 07753 N.J. American Water Co. Utilities $1,072 Box 371331 Pittsburgh, PA 15250-7331 J.C.P.&L. Utilities $1,070 P.O. Box 3687 Akron, OH 44309-3687 Cutting Edge Lawn Service, Landscaping $1,070 L.L.C. Coastal Property Maintenance, Property $389 L.L.C. Maintenance E. Dwek Homes, LLC's List of its 15 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Township of Lakewood 1745 Ridge Unknown 212 Fourth Street Avenue, Lakewood, NJ 08701 Lakewood, NJ Property held by Joseph Dwek and Yeshua, L.L.C., transferred pursuant to Interim Settlement Agreement; value of security: $345,000 178 Williamsburg Unknown Lane, Lakewood, NJ Property held by Joseph Dwek and Yeshua, L.L.C., transferred pursuant to Interim Settlement Agreement; value of security: $165,000 335 Woodlake Unknown Manor Drive, Lakewood, NJ Property held by Joseph Dwek and Yeshua, L.L.C., transferred pursuant to Interim Settlement Agreement; value of security: $155,000 627 River Avenue, Unknown Lakewood, NJ Property held by Joseph Dwek and Yeshua, L.L.C., transferred pursuant to Interim Settlement Agreement; value of security: $275,000 Coventry Square Condominium $1,085 Association 445 East Kennedy Boulevard Lakewood, NJ 08701 Coastal Property Maintenance, $963 L.L.C. 167 Monmouth Road Oakhurst, NJ 07755 N.J. Natural Gas Co. $28 David Shoenfeld Lease Unknown Oscar Rugama Lease Unknown Pablo Ortega Lease Unknown Raul Gonzalez Lease Unknown Rosalina Vega Lease Unknown Senaia Rosonicic Lease Unknown Tia Askew Lease Unknown Tiffany Strand Lease Unknown Tisha Covington Lease Unknown Capital Property Management, Property Unknown L.L.C. Management Dickstein Associates Agency insurance Unknown F. Myrtle Avenue Land, LLC does not have any creditors who are insiders. G. Dwek Wall Gas, LLC's List of its Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capital Property Management, Property Unknown L.L.C. Management 167 Monmouth Road Oakhurst, NJ 07755 Dickstein Associates Agency insurance Unknown 4001 Asbury Avenue Neptune, NJ 07753 H. Grant Avenue Estates, LLC's List of its Five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capital Property Management, Property $4,000 L.L.C. Management 167 Monmouth Road Oakhurst, NJ 07755 Franey Muha Alliant $3,939 Hochberg, Addeo & Associates, $670 L.L.C. Coastal Property Maintenance, Property $264 L.L.C. Maintenance Dickstein Associates Agency $250 I. Neptune City Stores, LLC's largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capital Property Management, Property $6,200 L.L.C. Management 167 Monmouth Road Oakhurst, NJ 07755 J. 170 Broad, LLC's largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Tax Collector Commercial unknown Township of Red Bank Building located 90 Monmouth Street at 170 Broad Red Bank, NJ 07701 Street, Red Bank, NJ Property held by Joseph Dwek and Yeshua, L.L.C., transferred pursuant to Interim Settlement; value of security: $2,900,000; value of senior lien: $1,394,810 J.C.P.&L. Utilities $4,923 P.O. Box 3687 Akron, OH 44309-3687 Fly by Night Cleaning Service Trade debt $786 K. Dwek Land, LLC's Eight largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capital Property Management, Property $4,000 L.L.C. Management 167 Monmouth Road Oakhurst, NJ 07755 The Hartford $1,931 P.O. Box 580 Hartford, CT 06104-2907 Miller Lawn Care Service, $481 L.L.C. 200 Court Place Brick, NJ 08723 Dickstein Associates Agency $100 Brick Township Municipal Utilities $91 Authorities New Jersey American Water Co. $8 New Jersey Natural Gas Co. $5 J.C.P.&L. $2 L. Dwek Motors, LLC's Five largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Coastal Property Maintenance, Property $749 L.L.C. Maintenance - J. 167 Monmouth Road Dwek Oakhurst, NJ 07755 Capital Property Management, Property $500 L.L.C. Management 167 Monmouth Road Oakhurst, NJ 07755 Cutting Edge Lawn Service, Landscaping,- J. $428 L.L.C. Dwek 17 tall Oaks Drive Hazlet, NJ 07730 The Cumberland Insurance Group Property insurance $352 - J. Dwek Atlantic Lock & Safe J. Dwek $80 STATEN ISLAND: Moody's Affirms B2 Rating on $97 Million Bonds ------------------------------------------------------------- Moody's Investors Service affirmed the B2 rating assigned to Staten Island University Hospital's (NY) $97 million of outstanding bonds issued through The Dormitory Authority of the State of New York and the New York City Industrial Development Agency. The outlook remains negative due to the uncertainty surrounding federal investigations and expected but unknown dollar amount of a monetary settlement, despite a three-plus year improvement in operating performance. Legal Security: The public bonds are secured by a pledge of gross receipts and a mortgage on the health care facilities. An inter- creditor agreement between the Dormitory Authority of the State of New York, the New York City Industrial Development Agency and the bond trustees includes a 120-day standstill provision during which time the Dormitory Authority has the exclusive right to negotiate a workout plan and creditor remedies are suspended if the need arises. The borrowing documents required the hiring of a consultant as a result of prior covenant violations. Interest Rate Derivatives: SIUH entered into a $20 million notional amount fixed-to-floating rate swap, exposing the system to the potential risk of rising interest rates. This swap was terminated in 2006. Strengths * Leading and growing 56% market share on Staten Island, twice the share of the next largest competitor, reflecting the provision of high end clinical services * Operating cash flow has improved in each of the past three years and is continuing through interim 2007 * While still modest, days cash on hand has increased from 32 days in 2004 to 47 days as of June 30, 2007 * Ability to hold down expenses in light of modest revenue growth Challenges * Uncertainty surrounding settlement talks with the Department of Justice and Office of the Inspector General that is likely to result in a sizable monetary payment * Absolute liquidity is still weak at 47 days cash on hand * Total revenue growth has averaged less than 3% annually over the past 30 months * In addition to a recently completed $13 million private placement, there is the expectation of further material debt issuance in the mid-term due to limited capital spending over the past three years Recent Developments/Results The uncertainty surrounding Staten Island University Hospital's (SIUH) negotiations with the federal government's Department of Justice (DOJ) and Office of the Inspector General (OIG) over reported overpayments has remained the overriding credit concern for nearly four years. After SIUH agreed in 2005 to pay New York State $76 million over 12 years for unrelated violations, the hospital had hoped to conclude negotiations with the DOJ/OIG as well. Since that time, there appears to have been sporadic communication between the two parties until the past few months. At this time, it is unclear when the parties will reach a settlement, what the final amount will be, over what term payments will be made and if an upfront cash payment will be required. Clearly, the final particulars related to these factors will have a bearing on the ultimate risk profile and rating. As of Dec. 31, 2006, SIUH's audit reflected "Third party payer" and "Other long term liabilities" totaling approximately $75 million. Within these amounts are approximately $5 million for pension and other post-retirement liabilities. The remaining $70 million includes an estimate for the DOJ/OIG liabilities, as well as other liabilities. Based on an estimated five year payout and a 6% interest rate, the $70 million would convert to a principal "debt" liability of approximately $59 million. Moody's believes SIUH's ability to service a $59 million debt settlement (the actual OIG reserve would be somewhat less than $59 million, to the extent of non-DOJ/OIG liabilities), would hinge on the term of the payout. A shorter term could place considerable stress on cash flow and current liquidity levels. Operationally, SIUH has demonstrated improvement over the past three years. Operating cash flow has increased from $35.6 million in 2004 to $40.9 million in 2006 and through the first six months of 2007 is running 22% ahead of the prior year period. Despite minimal revenue growth that has averaged less than 3% annually, SIUH has done a good job of limiting expense growth to an even lower rate. Revenue growth has been negatively impacted by increasing charity care, a decline in community health grants, a decline in case mix index and a loss of outpatient surgery procedures to physician offices (2005 was also impacted by an accounting reclassification). Moody's believes SIUH is the better positioned of the two systems that operate on Staten Island. SIUH's market share has grown by nearly three percentage points in the past three years, to 55.6%, while the only local competitor (St. Vincent's Hospital, now Richmond University Medical Center (RUMC)), has seen its share drop from 33% to 28%. RUMC had been part of Saint Vincent Catholic Medical Centers, which filed for bankruptcy several years ago. RUMC was subsequently acquired by Bayonne Medical Center in late 2006; Bayonne filed for bankruptcy earlier this year. SIUH offers a broader and more complex level of clinical services than RUMC and appears to have improved its physician relations, at RUMC's expense. While SIUH has managed to increase its modest liquidity levels over the past few years, we believe it is largely the result of depressed capital spending (which will need to be reversed) and the previously mentioned operating improvement. Days cash on hand has grown from 32 days in 2004 to 47 days as of June 30, 2007, while cash-to-debt has improved from 34% to 63% over the same period. However, the addition of the recently completed $13 million private placement (which will help finance a $39 million emergency room expansion) and the incorporation of $59 million related to the OIG investigation and another $55 million related to State investigations that have already been settled, depresses cash-to-debt to only 25%. Moody's also believes that SIUH will be issuing additional debt in the near term in order to renovate its property (capital spending ratios has averaged only 0.54 times over the past four years). Outlook The negative outlook is based on the uncertainty surrounding the investigation by the federal Department of Justice and Office of the Inspector General, which is likely to result in a significant monetary payment What could change the rating--UP Monetary settlement with the DOJ/OIG that allows SIUH to operate with greater financial flexibility while still making scheduled payments What could change the rating--DOWN Monetary settlement with the DOJ/OIG that does not allow sufficient financial flexibility, either because of the size of the total settlement, the size of any upfront cash payment or the shortness of the timeframe for repaying the obligation Key Indicators Assumptions & Adjustments: -- Based on financial statements for Staten Island University Hospital and Subsidiaries -- First number reflects audit year ended Dec. 31, 2006 -- Second number reflects audit year ended Dec. 31, 2006, plus additional imputed debt from converting estimated settlement liabilities ($110.6 million), plus $13 million private placement -- Revenues increased by $2.6 million to offset a prior period reduction -- Investment returns normalized at 6% unless otherwise noted -- Second number incorporates "gross up" of interest expense for the settlement liabilities and private placement * Acute admissions: 33,550; 33,550 * Total operating revenues: $606 million; $606 million * Moody's-adjusted net revenue available for debt service: $45.1 million; $45.1 million * Total debt outstanding: $124 million; $251 million * Maximum annual debt service (MADS): $20.1 million; $42.7 million * MADS Coverage with reported investment income: 2.32 times; 1.09 times * Moody's-adjusted MADS Coverage with normalized investment income: 2.24 times; 1.06 times * Debt-to-cash flow: 3.65 times; 8.52 times * Days cash on hand: 44 days; 44 days * Cash-to-debt: 56%; 28% * Operating margin: 1.1%; 0.4% * Operating cash flow margin: 6.8%; 6.8% Rated Debt (debt outstanding as of Dec. 31, 2006) -- Series 1998 bonds: $48.9 million outstanding; issued through the Dormitory Authority of the State of New York; rated Aaa based on Ambac insurance, B2 underlying rating -- Series 2001A and B bonds: $31.4 million outstanding; issued through the New York City Industrial Development Agency; rated B2 -- Series 2002C bonds: $16.7 million outstanding; issued through the New York City Industrial Development Agency; rated B2 SUNCHASE CAPITAL: Court Okays Saul Ewing as Bankruptcy Counsel -------------------------------------------------------------- Sunchase Capital Partners XI LLC obtained authority from the United States Bankruptcy Court for the District of Maryland to employ Saul Ewing LLP, as its bankruptcy counsel. Saul Ewing is expected to: a. advice the Debtor of its right, powers and duties as a debtor and debtor in possession; b. advice the Debtor concerning, and assist in the negotiation and documentation of any debt restructurings and related transactions; c. review the nature and validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such liens; d. prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, notices and other papers that may be filed and served in this Chapter 11 case; e. advise the Debtor concerning, and prepare responses to, applications, motions, pleadings, notices and other papers that may be filed and served in this Chapter 11 case; f. counsel the Debtor in connection with the formulation and consummation of any plan and related documents; and g. perform all other legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of this Chapter 11 case. The Debtors' will pay RAS for its services at these rates: Designation Hourly Rate ----------- ----------- Partners $315-$750 Associate $180-$360 Paralegal $100-$180 The primary professionals employed in this engagement are Irving E. Walker, Esq., with a rate of $475 per hour, G. David Dean, Esq., with a rate of $250 per hour, and Renee Lowder with a rate of $160 per hour. To the best of the Debtor's knowledge, Saul Ewing does not hold or represent any interest adverse to the Debtor. Saul Ewing is a "disinterested person" as that phrase is defined in section 101(14) of the Bankruptcy Code. The firm can be reached at: Saul Ewing, LLP Lockwood Place 500 E. Pratt Street, Suite 800 Baltimore, Maryland 21202 Phone: (410) 332-8704 Based in Columbia, Maryland, Sunchase Capital Partners XI, LLC provides capital to high turnover business. The Debtor filed for chapter 11 protection on Sept. 10, 2007 (Bankr. D. Md. Case No. 07-18677). The Debtors' schedules listed total assets of $15,200,878 and total liabilities of $18,833,219. SUNNYSIDE ACADEMY: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Sunnyside Academy Early Care & Education Program, Inc. 32 Yale Avenue Jersey City, NJ 07304 Bankruptcy Case No.: 07-25209 Chapter 11 Petition Date: October 18, 2007 Court: District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: Tomas Espinosa, Esq. 4005 Bergenline Avenue, Apartment 1 Union City, NJ 07087 Tel: (201) 223-1803 Fax: (201) 223-1893 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's list of its 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Marcus Moses Loan $283,000 205-11 West Shearwater Court Jersey City, NJ 07305 Loan for Rent Back $23,560 Department of Treasury Taxes $172,025 Internal Revenue Service Cincinnati, OH 45999-0039 Chapell Avenue, LLC Rents $92,646 2510 Plaza Five Jersey City, NJ 07311 Jersey City Board of Education Loan $57,000 NJ Division of Wage and Employees Wages $57,000 Hour Compliance NCO Financial System, Inc. $55,651 AI Garras Rent Back Rents $43,349 Ralph Pasqua Loan $40,000 ADP $40,000 Annette Rocker Loan $36,295 Anthony Bennet Personal Loan $35,000 Childcraft School Supplies $29,197 RMS Receivable Aetna Insurance $27,177 Management Services Claim Aetna Insurance $26,765 Marshall Dennehey Coleman and Attorney Services $20,138 Goggin, P.C. NY Handaan Place Meals $17,044 Cossimo Ferreti Back Rents $13,950 Simon Schwartz $12,839 Charles J. Becker and Bro, Inc. School Supplies $11,174 TAUBMAN CENTERS: Sept. 30 Balance Sheet Upside-Down by $16 Million ------------------------------------------------------------------ Taubman Centers Inc. disclosed Monday financial results for the quarter and year-to-date periods ended Sept. 30, 2007. At Sept. 30, 2007, the company's consolidated balance sheet showed $3.09 billion in total assets, $3.05 billion in total liabilities, $29.2 million in preferred equity of TRG, and $19.7 million in minority interests in TRG and consolidated joint ventures, resulting in a $16.0 million total shareholders' deficit. The company reported net income of $11.5 million on total revenues of $150.6 million for the third quarter ended Sept. 30, 2007, compared with net income of $5.0 million on total revenues of $138.9 million for the same period last year. For the quarter ended Sept. 30, 2007, Funds from Operations was $55.0 million compared to Adjusted FFO of $47.3 million for the quarter ended Sept. 30, 2006. FFO was up 16.2% from Adjusted FFO for the quarter ended Sept. 30, 2006, which excludes a financing- related charge incurred in the 2006 quarter. There have been no financing-related charges to date in 2007. During the third quarter, the company repurchased 987,180 shares of its common stock at an average price of $50.65 per share. Year to date, the company has purchased 1,910,544 shares at an average price of $52.34 and a total cost of $100 million. The company currently has $50 million available under its share repurchase authorization. Healthy Occupancy and Sales Increases Comparable center occupancy for the portfolio was 90.0 percent at Sept. 30, 2007, up 0.7% from 89.3% on Sept. 30, 2006. Comparable center leased space at Sept. 30, 2007, was 93.3%, up 1.0% from 92.3% on Sept. 30, 2006. Mall tenant sales per square foot increased 6.0% for the quarter and 6.1% for the nine months ended Sept. 30. "Robust sales have continued across the country," said Mr. Taubman. "The consumer continues to spend in dominant regional malls, making these properties the most coveted locations for retailers." "With the successful opening of a new property in Michigan and renovations or expansions of four centers across the country, we are keeping our portfolio fresh for our shoppers," said Mr. Taubman. About Taubman Centers Based in Bloomfield Hills, Michigan, Taubman Centers Inc. (NYSE: TCO) -- http://www.taubman.com/-- a real estate investment trust, currently owns and/or manages 24 urban and suburban regional and super regional shopping centers in 11 states. * * * Fitch Ratings has affirmed the 'BB-' rating on Taubman Centers Inc.'s $300 million in outstanding preferred stock, well as the 'BB' rating on The Taubman Realty Group Limited Partnership, the operating partnership of Taubman Centers Inc. The rating outlook is stable. TIC INC: Gets Court's Approval to Hire Stout Farmer as Counsel -------------------------------------------------------------- TIC Inc. obtained permission from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Stout, Farmer & King PLLC as its bankruptcy counsel. Stout Farmer will render legal advice to the Debtor with respect to its powers and duties as debtor-in-possession in the continued operations of the Debtor's business operations, and to perform all legal services of the DIP which may be necessary in the case. The firm will bill the Debtor based on these rates: Professional Rate ------------ ---- Alan C. Stout, Esq. $205 Todd A. Farmer, Esq. $205 Stephanie B. Rumfelt, Paralegal $85 Valerie Adams, Paralegal $85 The Debtor has paid $20,000 as general retainer to the firm. The Debtor assures the Court that Stout Farmer does not have any interest adverse to the Debtor or its estate. The firm can be reached at: Todd A. Farmer, Esq. Stout, Farmer & King PLLC 2008 Broadway, P.O. Box 7766 Paducah, KY 42002-7766 Tel: (270) 443-4431 Fax: (270) 443-4631 http://www.sfk-law.com/ Headquartered in Kuttawa, Kentucky, TIC Inc. develops real estate. The Debtor filed for chapter 11 bankruptcy protection on Aug. 28, 2007 (Bankr. W.D. Ky. Case No. 07-50772). The Debtor listed total assets of $10,666,566 and total debts of $2,600,911 when it filed for bankruptcy. TIC INC: Court OKs Retention of Wilson Law as Special Counsel ------------------------------------------------------------- Judge Thomas H. Fulton of the U.S. Bankruptcy Court for the Western District of Kentucky gave TIC Inc. authority to hire Wilson Law Firm PLLC as its special counsel. Wilson will: a. continue representation of the Debtor with regard to real estate matters generally, and matters pending before the Lyon County Planning Commission; and b. render services relating to all matters associated with the formation of an appropriate ownership association and infrastructure assessment, and coordination of the sale of property. Wilson has agreed to perform services for the Debtor for a fee of $150 per hour, plus out-of-pocket expenses, while the services of special counsel are required. The Debtor believes that Wilson is a disinterested person within the meaning of Section 101(14) of the U.S. Bankruptcy Code. The firm can be reached at: Marvin L. Wilson, Esq. Wilson Law Firm PLLC 635 Trade Avenue, P.O. Box 460 Eddyville, Kentucky 42038 Headquartered in Kuttawa, Kentucky, TIC Inc. develops real estate. The Debtor filed for chapter 11 bankruptcy protection on Aug. 28, 2007 (Bankr. W.D. Ky. Case No. 07-50772). The Debtor listed total assets of $10,666,566 and total debts of $2,600,911 when it filed for bankruptcy. TIC INC: Creditors Must File Proofs of Claim by December 31 ----------------------------------------------------------- Judge Thomas H. Fulton of the U.S. Bankruptcy Court for the Western District of Kentucky scheduled Dec. 31, 2007 as the last day for all parties to which TIC Inc. owes money to filed their proofs of claims. In addition, governmental agencies will have up to Feb. 29, 2008, to filed their proofs of administrative claims. Headquartered in Kuttawa, Kentucky, TIC Inc. develops real estate. The Debtor filed for chapter 11 bankruptcy protection on Aug. 28, 2007 (Bankr. W.D. Ky. Case No. 07-50772). The Debtor listed total assets of $10,666,566 and total debts of $2,600,911 when it filed for bankruptcy. TRAVIS KNIGHT: Case Summary & Nine Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Travis Knight Anderson 6655 Fox Briar Drive Tulsa, OK 74132 Bankruptcy Case No.: 07-12030 Chapter 11 Petition Date: October 18, 2007 Court: Northern District of Oklahoma (Tulsa) Judge: Terrence L. Michael Debtor's Counsel: Richard Moore, Esq. Moore Law Firm, PLLC 3606 South Gary Avenue Tulsa, OK 74105 Tel: (918) 699-0024 Fax: (918) 699-0026 Total Assets: $7,000 Total Debts: $1,365,000 Debtor's list of its Nine Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Bank of Oklahoma $750,000 Tulsa, OK Toby Reva Fell Revocable Trust $315,000 Tulsa, OK Martin Newman $100,000 Tulsa, OK Robert Brisenham $80,000 Coday Enterprises $50,000 Heartland Excavating $50,000 Katherine Anderson $10,000 Fencecrete America $8,000 Capital One $2,000 TRI VALLEY: Creditors Have Until Nov. 16 to File Address Changes ---------------------------------------------------------------- The Honorable Edward D. Jellen of the U.S. Bankruptcy Court for the Northern District of California set Nov. 16, 2007, as the last day for Tri Valley Growers' creditors to file changes in the mailing addresses stated in their proofs of claim. The deadline was set to facilitate a Court-approved partial distribution to unsecured creditors. Copies of the amendment to claim and change of address forms are available at http://www.ffwplaw.com/ Tri Valley Growers, a California-based fruit and vegetable cooperative association, filed for chapter 11 protection on July 10, 2000 (Bankr. N.D. Calif. Case No. 00-44089) after accumulating more than $200 million in debts. The Debtor's first amended plan of reorganization was confirmed by the Court on Jan. 9, 2004. Thomas A. Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, represents the post-confirmation Debtor. TRIARC COS: Exploring Revised Sale Terms with Deerfield Triarc -------------------------------------------------------------- Triarc Companies Inc. is exploring with Deerfield Triarc Capital Corp. revised terms and conditions of the sale to DFR of Deerfield & Company LLC. The parties mutually terminated their April 19, 2007, agreement on Oct. 19, 2007. As reported in the Troubled Company Reporter on April 27, 2007, Triarc Companies entered into a definitive agreement, pursuant to which Deerfield Triarc Capital Corp., a diversified financial company that is externally managed by a subsidiary of Deerfield & Company LLC, will acquire Deerfield, a Chicago-based fixed income asset manager in which Triarc owns a controlling interest. The total consideration to be received by Triarc and other members of Deerfield is approximately $300 million, consisting of: * $145 million in cash, approximately 9.6 million shares of DFR common stock (having a current value of approximately $145 million), * the distribution of approximately 309,000 shares of DFR common stock currently owned by Deerfield (having a current value of approximately $4.6 million), and * cash distributions from Deerfield of approximately $4 million prior to the closing. The consideration to be received by the sellers is subject to adjustment under certain circumstances. Triarc is also actively examining other options to realize the value of its ownership interest in Deerfield, including a sale of its interest in Deerfield to another buyer or a spin-off to Triarc's shareholders. On Aug. 16, 2007, Triarc was informed by the special committee of the board of directors of DFR that DFR was not able to complete on acceptable terms the financing necessary for DFR to consummate the acquisition of Deerfield, due to instability in the credit markets. DFR's obligation to complete the acquisition was subject to the receipt by DFR of financing for the cash portion of the purchase price and related transaction costs. Under the existing agreement, each party had the right to terminate the agreement beginning Oct. 19, 2007. About Deerfield Triarc Headquartered in Lenexa, Kansas, Deerfield Triarc Capital Corp. (NYSE: DFR) -- http://www.deerfieldtriarc.com/-- is a diversified financial company formed in 2004 to invest in real estate-related securities and various other asset classes. The company intends to continue to qualify to be taxed as a real estate investment trust, or REIT, for federal income tax purposes. The objective is to provide attractive returns to investors through a combination of dividends and capital appreciation, which the company intends to achieve by opportunistically investing in financial assets and to construct an investment portfolio appropriately leveraged to seek attractive risk-adjusted returns. The company is externally managed by Deerfield Capital Management LLC. About Triarc Companies Inc. Triarc Companies Inc. (NYSE: TRY.B or TRY) -- http://www.triarc.com/-- is a holding company and, through its subsidiaries, is currently the franchisor of the Arby's restaurant system and the owner of approximately 94% of the voting interests, 64% of the capital interests and at least 52% of the profits interests in Deerfield & Company LLC, an asset management firm. The Arby's restaurant system is comprised of approximately 3,600 restaurants, of which, as of Dec. 31, 2006, 1,061 were owned and operated by the company's subsidiaries. Deerfield & Company LLC, through its wholly-owned subsidiary, Deerfield Capital Management LLC, is a Chicago-based asset manager offering a diverse range of fixed income and credit-related strategies to institutional investors with about $13.2 billion under management as of Dec. 31, 2006. Sale-Leaseback Obligations A significant number of the underlying leases for the company's sale-leaseback obligations and its capitalized lease obligations, well as its operating leases, require or required periodic financial reporting of certain subsidiary entities within its restaurant segment or of individual restaurants, which in many cases has not been prepared or reported. The company has negotiated waivers and alternative covenants with its most significant lessors which substitute consolidated financial reporting of its restaurant segment for that of individual subsidiary entities and which modify restaurant level reporting requirements for more than half of the affected leases. Nevertheless, as of Dec. 31, 2006, the company said that it was not in compliance, and remain not in compliance, with the reporting requirements under those leases for which waivers and alternative financial reporting covenants have not been negotiated. However, none of the lessors has asserted that they are in default of any of those lease agreements. The company doesn't believe that this non-compliance will have a material adverse effect on its consolidated financial position or results of operations. TRINITY INDUSTRIES: Increases Credit Facility to $425 Million ------------------------------------------------------------- Trinity Industries Inc. has increased its revolving credit facility from $350 million to $425 million and extended the maturity to October 2012. "We are pleased with this increase and extension," William A. McWhirter, Trinity's senior vice president and chief financial officer, said. "This facility provides Trinity with the capital flexibility to support its strategic growth. We are pleased with the confidence shown by our banking partners and appreciate their support." Headquartered in Dallas, Texas, Trinity Industries Inc. (NYSE:TRN) -- http://www.trin.net/-- is a holding company of diversified industrial companies. Trinity manufactures and sells railcars and railcar parts, inland barges, concrete and aggregates, highway products, beams and girders used in highway construction, tank containers and structural wind towers. In addition, it leases railcars to its customers through a captive leasing business, Trinity Industries Leasing Company. Trinity has five business groups: Rail Group, Railcar Leasing and Management Services Group, Construction Products Group, Inland Barge Group and the Energy Equipment Group. TRINITY INDUSTRIES: Moody's Lifts Corporate Family Rating to Ba1 ---------------------------------------------------------------- Moody's Investors Service raised the ratings of Trinity Industries, Inc., corporate family rating to Ba1 from Ba2. The upgrade was prompted by the company's demonstrated ability to improve operating performance while managing growth in its leasing business, which will be important to Trinity's ability to sustain financial flexibility throughout the anticipated downturn in the highly cyclical railcar sector. The rating outlook has been changed to stable from positive. The ratings reflect the strength of Trinity's business model and yield management measures which have resulted in operating margins that are better than the industry average, along with the company's strong credit metrics, and a good liquidity profile. Ratings are also positively impacted by Trinity's lead market position in the railcar manufacturing sector, strong key customer relationships that are enhanced by its leasing operations, good revenue visibility implied by a substantial backlog, and diversification benefits owing to its non-rail businesses (barge, construction, and alternative energy). These positive attributes are important to offset on-going credit risks including the high degree of cyclicality in the railcar sector, and negative free cash flows and rising debt levels associated with railcar fleet growth during the growth phase of the business cycle which are expected to reverse during the downcycle when lower fleet additions should yield positive free cash flow and facilitate debt reduction. The stable outlook anticipates that Trinity will be able to manage the expected pending cyclical downturn without substantial disruption in its liquidity while being able to maintain credit metrics commensurate with a Ba1 rating. Although profitability is expected to decline in times of slow demand, Moody's believe that Trinity will utilize its cost efficient production capacity to successfully offset its high degree of operating leverage during such a downturn. Any incremental debt will most likely be in support of the leasing segment, rather than for acquisitions or substantial shareholder enhancement programs. The stable outlook also expects that Trinity will maintain its high quality of liquidity sources provided by its sizeable committed bank credit agreement and warehousing facility. The rating or their outlook could be raised if Trinity can sustain its performance and utilize free cash flow to reduce debt during the anticipated industry downturn, such that debt to EBITDA falls below 3.0 times and sustained EBIT to Interest Expense remains in excess of 4.0 time over the cycle. Upward rating revision would also be more likely if the company's consolidated free cash flows were to become substantially positive over a sustained period. The rating could be pressured downward if any expansion plans shift meaningfully from its core business segments, most notably building and financing railcars, or if Trinity's negative free cash flow profile were to grow to levels that would diminish the company's liquidity status. Ratings could be lowered if debt was to increase, such as for a large levered acquisition, resulting in Debt to EBITDA in excess of 4 times or retained cash flow of less than 15% total debt. Upgrades: Issuer: Trinity Industries Leasing Company -- Senior Secured Pass-Through, Upgraded to a range of 06 - LGD1 to Baa1 from a range of 07 - LGD1 to Baa2 Issuer: Trinity Industries, Inc. -- Probability of Default Rating, Upgraded to Ba1 from Ba2 -- Corporate Family Rating, Upgraded to Ba1 from Ba2 -- Subordinate Conv./Exch. Bond/Debenture, Upgraded to a range of 79 - LGD5 to Ba2 from a range of 80 - LGD5 to Ba3 -- Senior Unsecured Bank Credit Facility, Upgraded to a range of 30 - LGD3 to Baa3 from a range of 33 - LGD3 to Ba1 -- Senior Unsecured Regular Bond/Debenture, Upgraded to a range of 30 - LGD3 to Baa3 from a range of 33 - LGD3 to Ba1 Outlook Actions: Issuer: Trinity Industries Leasing Company -- Outlook, Changed To Stable From Positive -- Issuer: Trinity Industries, Inc. -- Outlook, Changed To Stable From Positive Trinity Industries, Inc., based in Dallas, Texas, is the largest North American builder of rail cars, has interests in barge construction, energy equipment, and highway construction, and owns and manages a portfolio of leased railroad cars. UNIVERSAL FOOD: Selling Georgia Facility for $6.5 Million --------------------------------------------------------- Universal Food & Beverage Co. Inc. and its debtor-affiliates agreed to sell their manufacturing facility in Savannah, Georgia for $6,556,500 to Greystone Private Equity LLC, Rabin Worlwide Inc. and Loeb Equipment & Appraisal Company, subject to higher and better offers. Public sale of the property will be held at 9:00 a.m. tomorrow, Oct. 25, 2007, at the offices of Arnstein & Lehr LLP, Suite 1200, No. 120 South Riverside Plaza, in Chicago, Illinois. A hearing to consider approval of the results of the sale will be held at 2:00 p.m. on the same day. To participate in the auction, competing bids must be at least $6,806,500, and accompanied with a $1,500,000 cash deposit. The bid deadline was 5:00 p.m. on Oct. 22, 2007. Universal Food & Beverage Company Inc. manufactures and markets food and beverage products. The company and its affiliates in Georgia and Virginia filed for Chapter 11 petitions on Aug. 31, 2007 (Bankr. N.D. Ill. Lead Case No. 07-15955). Konstantinos Armiros, Esq., and Miriam R. Stein, Esq., at Arnstein & Lehr LLP represent the Debtors. Howard R. Korenthal at MorrissAnderson & Associates Ltd. is the Debtors' chief restructuring officer. The Official Committee of Unsecured Creditors selected Schiff Hardin LLP as its bankruptcy counsel. When the Debtors filed for bankruptcy, they disclosed $0 assets and an aggregate of more than $20 million in debts. US INVESTIGATIONS: S&P Junks Rating on Proposed $290 Mil. Notes --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CCC+' debt rating to Falls Church, Virginia-based U.S. Investigations Services Inc.'s proposed $290 million 10.5% senior unsecured notes due November 2015 and $150 million 11.75% senior subordinated notes due May 2016. The notes will be sold privately under Rule 144A of the Securities Act of 1933, without registration rights. Proceeds from the note issuances will be used to repay $440 million in interim bridge financing. In August 2007, Providence Equity Partners Inc. acquired USIS from Welsh, Carson, Anderson & Stowe and The Carlyle Group for approximately $1.5 billion, exclusive of fees and expenses. The LBO transaction was financed primarily through a $725 million term loan; bridge facilities consisting of a $250 million senior unsecured term loan and a $190 million subordinated term loan; and approximately $364 million of the sponsors' and existing management's equity. Standard & Poor's will withdraw its ratings on the company's $250 million interim senior unsecured bank loan and its $190 million interim senior subordinated bank loan upon successful refinancing of this debt. The ratings on USIS--a provider of pre-employment screening, professional security, and background investigation services-- reflect the company's highly leveraged capital structure, reduced financial flexibility after its recent LBO, narrow business focus, and high customer concentration. However, the company's defendable leading position in pre-employment screening services, favorable growth prospects in background investigations, and the growth of the U.S. security services industry overall provide ratings support. Ratings List U.S. Investigations Services Inc. Corporate Credit Rating B/Negative/-- New Rating U.S. Investigations Services Inc. Senior Unsecured Notes CCC+ Senior Subordinated Notes CCC+ WACHOVIA 2006-WHALE: Fitch Holds Low-B Ratings on Three Classes --------------------------------------------------------------- Fitch Ratings has affirmed Wachovia 2006-Whale 7 as: -- $1,252.4 million class A-1 at 'AAA'; -- $573.5 million class A-2 at 'AAA'; -- Interest-only class X-1A at 'AAA'; -- Interest-only class X-1B at 'AAA'; -- $98.6 million class B at 'AA+'; -- $95 million class C at 'AA'; -- $76.8 million class D at 'AA'; -- $75.2 million class E at 'AA-'; -- $70.4 million class F at 'A+'; -- $71.8 million class G at 'A'; -- $64.9 million class H at 'A-'; -- $21.9 million class J at 'BBB+'; -- $25.4 million class K at 'BBB'; -- $28.3 million class L at 'BBB-'; -- $68.9 million class KH-1 at 'BBB-'; -- $54.1 million class KH-2 at 'BB+'; -- $18 million class BH-1 at 'A-'; -- $28 million class BH-2 at 'BBB+'; -- $56 million class BH-3 at 'BBB-'; -- $46 million class BH-4 at 'BB+; -- $3.3 million class WA at 'A'; -- $2 million class BP-1 at 'BBB'. -- $2.2 million class BP-2 at 'BBB-'; -- $5 million class WB at 'BB'; -- $2.3 million class MB-1 at 'BBB+'; -- $2.6 million class MB-2 at 'BBB'; -- $2.6 million class MB-3 'BBB-'; -- $2.5 million class MB-4 at 'BBB-'; -- $1.2 million class CM 'BBB-'; -- $1.9 million class UV at 'BBB-'. The rating affirmations are due to overall stable collateral performance and paydown since issuance. As of the October 2007 distribution date, the transaction's aggregate certificate balance has decreased 14.9% to $2,750.7 million from $3,230.6 million at issuance. The transaction had nineteen interest only loans in the pool at issuance. To date, five loans have paid off: the Albertsons Pool loan, the Longhouse Hospitality Pool loan, the Holiday Inn Soho loan, the James Chicago Loan, and the Market Place I and II loan. Three loans, Kyo-ya Hotel Pool, Jameson Inns Pool and Broadreach Pool, had partial release, which have reduced the outstanding balance of the loans. There are fourteen loans remaining in the pool. All pooled senior participations included in the trust are shadow rated investment- grade. The non-pooled participation interests of eight loans in the trust, Kyo-ya Hotel Pool, Boca Resorts Hotel Pool, Westin Aruba, Broadreach Pool, 6300 Wilshire Boulevard, 4000 MacArthur Boulevard, Colonial Mall Myrtle Beach, and University Village, are structured as stand-alone raked classes. The Westin Aruba loan is secured by a 478 room hotel in Palm Beach, Aruba. As of June 2007, the Average Daily Date was $211.44 and Revenue Per Available Room was $129.88. The Property Improvement Plan is on-going with an expected completion of 2008. Five loans schedule to mature within the next 90 days: 1515 Broadway (8.7% of the pool), 1450 Broadway (2% of the pool), Colonial Mall Myrtle Beach (1.4% of the pool), University Village (1% of the pool) and Leestown Square (0.8% of the pool). Except the 1450 Broadway loan, which does not have any extension options, and the Leestown Square loan, which has a one-year extension option, all the remaining three loans have three one-year extension options. WESTERN OIL: S&P Removes 'BB+' Rating from Positive Watch --------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings, including the 'BBB+' long-term corporate credit rating and 'A-2' short-term rating, on integrated oil and gas company Marathon Oil Corp., following the completion of its acquisition of Western Oil Sands Inc. (BBB+/Stable/--). At the same time, Standard & Poor's removed its 'BB+' corporate credit rating on Western from CreditWatch, where it was placed with positive implications on July 31, 2007, the time of the acquisition announcement, and equalized it with the Marathon rating. S&P also equalized the rating on Western's $450 million senior unsecured notes due 2012 with the 'BBB+' senior unsecured rating on Marathon's notes. Security on Western's notes drops away upon achieving a rating of 'BBB' or higher. The outlook on both companies is stable. As of June 30, 2007, and pro forma for the Western acquisition, Houston, Texas-based Marathon had $6.16 billion of debt outstanding. "The ratings on Marathon reflect its satisfactory business risk profile as an integrated oil and gas company with a large, geographically diverse reserve base, a competitive refining and marketing business, and an intermediate financial profile," said Standard & Poor's credit analyst Ben Tsocanos. These advantages are somewhat offset by the highly volatile and cyclical nature of the oil and gas industry, operational inconsistency in Marathon's upstream operations in recent years, and management's tolerance for political and operating risk. WICKES INC: Judge Black OKs Disclosure Statement on Chap. 11 Plan ----------------------------------------------------------------- The Disclosure Statement explaining the Amended Chapter 11 Plan of Reorganization jointly filed by Wickes Inc. and the Official Committee of Unsecured Creditors obtained approval from the Honorable Bruce W. Black of the United States Bankruptcy Court for the Northern District of Illinois. Judge Black found that the Disclosure Statement contains "adequate information" as required by Section 1125 of the Bankruptcy Code. Overview of the Plan As reported in the Troubled Company Reporter on Sept. 11, 2007, the Plan provides for the liquidation of the Debtor's remaining assets, including, the prosecution of causes of action and distribution of the net proceeds to creditors according to priority under the Bankruptcy Code. On the effective date, the Plan contemplates that the property of the Debtor will vest in the liquidating trust, and the liquidating trustee will administer and liquidate the Debtor's remaining assets, and prosecute and settle litigation claims. The Debtor and Committee tell the Court that substantially all of the Debtor's operating assets have been sold. Treatment of Claims Under the Plan, Administrative and Priority Claims will be paid in full. Holders of Secured Claims, totaling $2,100,000, will expect to recover 100% of their allowed claims. After the effective date, each holder will receive, either: a. cash equal to the unpaid portion of the allowed claim; b. other treatment, which the Debtor and liquidating trustee have agreed upon writing; or c. the return of the holder's collateral. Other Priority Claims, totaling $10,376, will be paid in full and will expect to recover 100% of their claims. Holders of Convenience Claims, totaling $2,415,456 including amounts owed to holders who have reduced their claims to $5,000, will expect to recover 15% of their claims. General Unsecured Claims, totaling between $37,000,000 and $46,500,000, will expect to recover 10%, plus additional net recoveries from litigation claims. Holders of Equity Interests and Tort Claims will not receive any distribution under the Plan. A full-text copy of the Disclosure Statement is available for a fee at: http://ResearchArchives.com/t/s?23b8 Headquartered in Vernon Hills, Illinois, Wickes Inc. -- http://www.wickes.com/-- is a retailer and manufacturer of building materials, catering to residential and commercial building professionals, repairs and remodeling contractors and project do-it-yourself consumers. Wickes, Inc., and GLC Division, Inc., filed for chapter 11 protection on January 20, 2004 (Bankr. N.D. Ill. Case No. 04-02221). The Court dismissed GLC's case on Feb. 17, 2005. Richard M. Bendix Jr., Esq., at Schwartz, Cooper, Greenberger & Krauss and Steven J. Christenholz, Esq., David N. Missner, Esq., and Deborah M. Gutfeld, Esq., at DLA Piper Rudnick Gray Cary US LLP represent the Debtors in their restructuring efforts. Sonnenschein Nath & Rosenthal LLP serves as counsel for the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $155,453,000 in total assets and $168,199,000 in total debts. WICKES INC: Court Sets December 12 Plan Confirmation Hearing ------------------------------------------------------------ The Honorable Bruce W. Black of the United States Bankruptcy Court for the Northern District of Illinois will convene a hearing on Dec. 12, 2007, at 1:15 p.m., at Courtroom 615, 219 Southern Dearborn, in Chicago, Illnois, to consider confirmation of the Amended Chapter 11 Plan of Reorganization jointly filed by Wickes Inc. and the Official Committee of Unsecured Creditors. Objections to the confirmation of the Plan are due Dec. 5. The last day for filing written acceptances or rejections of the Plan is on Nov. 26. Headquartered in Vernon Hills, Illinois, Wickes Inc. -- http://www.wickes.com/-- is a retailer and manufacturer of building materials, catering to residential and commercial building professionals, repairs and remodeling contractors and project do-it-yourself consumers. Wickes, Inc., and GLC Division, Inc., filed for chapter 11 protection on January 20, 2004 (Bankr. N.D. Ill. Case No. 04-02221). The Court dismissed GLC's case on Feb. 17, 2005. Richard M. Bendix Jr., Esq., at Schwartz, Cooper, Greenberger & Krauss and Steven J. Christenholz, Esq., David N. Missner, Esq., and Deborah M. Gutfeld, Esq., at DLA Piper Rudnick Gray Cary US LLP represent the Debtors in their restructuring efforts. Sonnenschein Nath & Rosenthal LLP serves as counsel for the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $155,453,000 in total assets and $168,199,000 in total debts. WP EVENFLO: $50 Million Ameda Deal Cues S&P to Revise Outlook ------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Vandalia, Ohio-based WP Evenflo Holdings Inc. to stable from positive. At the same time, Standard & Poor's affirmed all of the ratings on the company, including the 'B-' corporate credit rating. WP Evenflo Holdings Inc. is the parent company of Evenflo Company Inc., a leading manufacturer and marketer of specialty and juvenile products. "The revised outlook follows the company's announcement that it has entered into an agreement to acquire Ameda Breastfeeding Products from Hollister Inc. for about $50 million," said Standard & Poor's credit analyst Patrick Jeffrey. The transaction is expected to close in early 2008 and be funded with about $20 million of borrowings under WP Evenflo's $40 million revolving credit facility, and a combination of cash and preferred stock. The prior outlook had assumed minimal revolver borrowings. WP Evenflo's leverage remains high, with pro forma total debt to EBITDA expected to be about 8x (about 5x with preferred stock treated as equity). "While product recalls have not significantly impacted the company's operations to date, we believe they will challenge the company to improve its financial performance, thus limiting the potential for a higher rating over the outlook period," Mr. Jeffrey said. WYNN RESORTS: Moody's Puts Corporate Family Rating at Ba3 --------------------------------------------------------- Moody's Investors Service assigned a Ba3 corporate family rating, Ba3 probability of default rating, and stable rating outlook to Wynn Resorts Limited. At the same time, Moody's assigned a B2 (LGD-6, 91%) to Wynn HoldCo's existing $1 billion senior unsecured delay draw term loan due 2010. In conjunction with these new rating assignments, Moody's upgraded Wynn Las Vegas, LLC's $1.3 billion first mortgage notes due 2014 to Ba2 (LGD-3, 33%) from B1 (LGD-4, 50%), and withdrew Wynn Las Vegas' B1 CFR and B1 PDR. The withdrawal of Wynn Las Vegas' CFR and PDR reflects a consolidated rating approach to Wynn HoldCo and its Las Vegas and Macau gaming subsidiaries. The 2-notch upgrade of Wynn Las Vegas' first mortgage notes reflects the application of Moody's Loss Given Default model on a consolidated basis. Wynn HoldCo's Ba3 CFR acknowledges the excellent results for both its Las Vegas and Macau subsidiaries, improved consolidated financial and liquidity profile following the latest of several equity offerings, good risk reward profile of planned developments in both gaming markets, and continued favorable reputation as a high-end resort developer and innovator. The rating also recognizes that Wynn HoldCo will continue to go to through periods of significant debt-financed construction followed by periods of de-leveraging as newly developed assets begin to contribute cash flow. Consolidated debt/EBITDA is expected to be about 7.0 times (x) prior to the opening of Encore in early 2009. However, pro forma debt/EBITDA is expected to be below 4.0x, a level within the 3.0x to 5.0x range established for the 'Ba' indicated rating category according to Moody's Global Gaming Rating Methodology. For the latest 12-month period ended June 30, 2007, Wynn HoldCo's consolidated debt/EBITDA was 4.2x. Key credit concerns include the company's concentration in only two (albeit growing and established) gaming markets, large share repurchase authorization, and expectation that Wynn Las Vegas will remain free cash flow negative until Encore is completed. Additionally, despite the excellent performance of the company's Macau gaming subsidiary, the Macau market is still considered a "High" regulatory risk jurisdiction by Moody's. To the extent Wynn Macau revenues exceed Wynn Las Vegas revenues, the company's regulatory risk profile would change to "High" from "Low". Wynn HoldCo's stable rating outlook considers that while significant new supply will enter both the Las Vegas and Macau gaming markets over the next several years, both markets will successfully absorb the new supply while continuing to show growth. The outlook also assumes that the company's Encore development will be completed on time and on budget, and future development projects including the Wynn Diamond Hotel and Cotai development will have similar favorable characteristics in terms of growth prospects and overall risk/reward profile as the company's existing asset profile. Wynn Resorts Limited owns and operates two casino hotel resort properties, Wynn Las Vegas, which opened in April 2005 and Wynn Macau, which opened in September 2006. In addition, the company is constructing "Encore at Wynn Las Vegas" and continues development of the second phase of Wynn Macau, as well as the Diamond Suites hotel tower at Wynn Macau. Consolidated net gaming revenue for the latest 12-month period ended June 30, 2007 was about $2.2 billion. WYNN RESORTS: Moody's Assigns Ba3 CFR & POD Rating, Stable Outlook ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 corporate family rating, Ba3 probability of default rating, and stable rating outlook to Wynn Resorts Limited. At the same time, Moody's assigned a B2 (LGD-6, 91%) to Wynn HoldCo's existing $1 billion senior unsecured delay draw term loan due 2010. In conjunction with these new rating assignments, Moody's upgraded Wynn Las Vegas, LLC's $1.3 billion first mortgage notes due 2014 to Ba2 (LGD-3, 33%) from B1 (LGD-4, 50%), and withdrew Wynn Las Vegas' B1 CFR and B1 PDR. The withdrawal of Wynn Las Vegas' CFR and PDR reflects a consolidated rating approach to Wynn HoldCo and its Las Vegas and Macau gaming subsidiaries. The 2-notch upgrade of Wynn Las Vegas' first mortgage notes reflects the application of Moody's Loss Given Default model on a consolidated basis. Wynn HoldCo's Ba3 CFR acknowledges the excellent results for both its Las Vegas and Macau subsidiaries, improved consolidated financial and liquidity profile following the latest of several equity offerings, good risk reward profile of planned developments in both gaming markets, and continued favorable reputation as a high-end resort developer and innovator. The rating also recognizes that Wynn HoldCo will continue to go to through periods of significant debt-financed construction followed by periods of de-leveraging as newly developed assets begin to contribute cash flow. Consolidated debt/EBITDA is expected to be about 7.0 times (x) prior to the opening of Encore in early 2009. However, pro forma debt/EBITDA is expected to be below 4.0x, a level within the 3.0x to 5.0x range established for the 'Ba' indicated rating category according to Moody's Global Gaming Rating Methodology. For the latest 12-month period ended June 30, 2007, Wynn HoldCo's consolidated debt/EBITDA was 4.2x. Key credit concerns include the company's concentration in only two (albeit growing and established) gaming markets, large share repurchase authorization, and expectation that Wynn Las Vegas will remain free cash flow negative until Encore is completed. Additionally, despite the excellent performance of the company's Macau gaming subsidiary, the Macau market is still considered a "High" regulatory risk jurisdiction by Moody's. To the extent Wynn Macau revenues exceed Wynn Las Vegas revenues, the company's regulatory risk profile would change to "High" from "Low". Wynn HoldCo's stable rating outlook considers that while significant new supply will enter both the Las Vegas and Macau gaming markets over the next several years, both markets will successfully absorb the new supply while continuing to show growth. The outlook also assumes that the company's Encore development will be completed on time and on budget, and future development projects including the Wynn Diamond Hotel and Cotai development will have similar favorable characteristics in terms of growth prospects and overall risk/reward profile as the company's existing asset profile. Wynn Resorts Limited owns and operates two casino hotel resort properties, Wynn Las Vegas, which opened in April 2005 and Wynn Macau, which opened in September 2006. In addition, the company is constructing "Encore at Wynn Las Vegas" and continues development of the second phase of Wynn Macau, as well as the Diamond Suites hotel tower at Wynn Macau. Consolidated net gaming revenue for the latest 12-month period ended June 30, 2007 was about $2.2 billion. XEROX CORP: Earns $254 Million in Quarter Ended September 30 ------------------------------------------------------------ Xerox Corporation reported third-quarter 2007 financial results. The company reported $254 million of net income on $4.3 billion revenues for the quarter ended Sept. 30, 2007, compared with $536 million of net income on $3.8 billion revenues for the same quarter last year. Total revenue of $4.3 billion grew 12% in the quarter with post- sale and financing revenue -- Xerox's annuity streams that represent more than 70% of total revenue -- up 11%. Both total revenue and post-sale revenue included a currency benefit of 3 percentage points as well as the benefit from Xerox's acquisition of Global Imaging Systems. "This quarter's solid results are proof positive that our business model is on track, generating double-digit profit growth and fueling a strong annuity pipeline that serves us well for the long term," Anne M. Mulcahy, Xerox chairman and chief executive officer, said. At Sept. 30, 2007, the company's balance sheet showed total assets of $23.3 billion and total liabilities of $15.5 billion, resulting in a $7.8 billion stockholders' equity. Equity last year was $7.0 billion. Headquartered in Stamford, Connecticut, Xerox Corp. -- http://www.xerox.com/-- develops, manufactures, markets, services and finances a range of document equipment, software, solutions and services. Xerox operates in over 160 countries worldwide and distributes products in the Western Hemisphere through divisions, wholly owned subsidiaries and third-party distributors. The company maintains operations in France, Japan, Italy, Nicaragua, among others. * * * Standard & Poor's Ratings Services revised its rating outlook on Xerox Corp. to positive from stable on May 2007. Ratings on the company, including the 'BB+' long-term and 'B-1' short-term corporate credit ratings, were affirmed. The ratings still hold to date. * Fitch Says Bank Rating Actions Globally Limited in 3rd Quarter --------------------------------------------------------------- Fitch Ratings said that the number of bank rating actions globally was remarkably limited in the third quarter, despite unprecedented liquidity shock in global financial markets, according to the latest report, in Fitch's quarterly series of "Global Bank Rating Trends" covering the quarter to end September. In the developed markets there were only 13 negative actions in the quarter, six of which were downgrades, and only four as a result of the sub-prime induced crisis. These included Countrywide Financial Corp in the US and Northern Rock in the UK. The impact would have been somewhat greater if the German banks (IKB and Landesbank Sachsen, both of which failed and had their Individual Ratings lowered to 'F'), had not been at their Support Rating Floors. In both cases, external support was, as expected by Fitch, provided and neither bank defaulted. It should, however, be noted that there have been a number of further negative rating actions after the quarter end, as pressure is put on earnings, especially of those banks with substantial investment banking operations. Overall, the vast majority of rated banks (78.5%) continue to have Stable Outlooks, with 14.5% on Positive Outlook and 3.5% on Negative Outlook. "This slight positive bias is likely to be eroded in the near-term," says Gerry Rawcliffe, Managing Director in Fitch Ratings' Financial Institutions Group. "and achieving rating upgrades is going to be difficult in the current environment." The other remarkable feature of the current crisis has been its lack of impact on emerging markets. However, Fitch has expressed concern about those banking systems, most notably Kazakhstan's, and to a lesser extent Russia's, where there has been not only explosive growth in lending but also a high reliance on international capital markets to fund it. * S&P Lowers Ratings on 1,413 Classes of U.S. RMBS -------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on 1,413 classes of U.S. residential mortgage-backed securities backed by first-lien subprime mortgage loans from 325 transactions issued from the beginning of the fourth quarter of 2005 through the fourth quarter of 2006. The affected classes represent an original par amount of approximately $22.02 billion, which is 4% of the $554.4 billion par amount of U.S. RMBS backed by first-lien subprime mortgage loans rated by Standard & Poor's from the beginning of fourth-quarter 2005 through the fourth quarter of 2006. These rating actions bring the total number of classes issued during this period and downgraded to date to 1,671. In total, the downgraded classes represent an original par amount of approximately $24.8 billion, which is 4.5% of the aforementioned $554.4 billion original par amount. Approximately $3.4 billion of the total amount downgraded represents repeat rating actions. The ratings on the $531.6 billion original par amount issued during this period that remain outstanding and that are not downgraded today or currently on CreditWatch are affirmed. Impact on ABCP, SIVs, and CDOs Standard & Poor's has completed its global review of all Standard & Poor's rated asset-backed commercial paper conduits with exposure to these transactions and confirms that the ratings on those ABCP conduits are not adversely affected by these rating actions. Standard & Poor's has also completed a global review of the exposure of its rated structured investment vehicle and SIV-lite structures with regard to exposure to these fourth-quarter 2005 through fourth-quarter 2006 vintage U.S. RMBS classes. This review shows that there is exposure to eight tranches of these affected U.S. RMBS classes in two SIV-lite structures. In addition, there is no exposure to these U.S. RMBS classes in any SIV. However, exposure to the affected U.S. RMBS classes will not, in and of itself, result in any adverse rating actions with regard to the SIV and SIV-lite structures. Standard & Poor's is also conducting a review of its rated collateralized debt obligation transactions with exposure to the downgraded RMBS classes, and will take action on the affected CDO class ratings where appropriate within the next several days. Factors Driving Rating Actions Mortgage Pool Performance The lowered ratings reflect current pool performance as of the September 2007 distribution date and the delinquency pipelines in these mortgage loan pools. These pools have evidenced increasing levels of severe delinquencies (90-plus days, foreclosures, and real estate owned) and increasing delinquency pipelines. While cumulative losses to date remain low, Standard & Poor's expects that current levels of credit support, including subordination, excess interest, and overcollateralization, will not be sufficient to maintain the current ratings given current and projected losses. Based on the data from the September 2007 distribution date, cumulative losses for the fourth-quarter 2005 through fourth- quarter 2006 vintage have increased by 138% to 69 basis points, from 29 bps at the time of S&P's July 2007 review. In addition, for the fourth-quarter 2005 through fourth-quarter 2006 vintage, total delinquencies averaged 21.43%, and severe delinquencies averaged 14.17%. The total and severe delinquencies for the transactions with lowered ratings averaged 23.33% and 15.73%, respectively. These levels exceed the total (18.03%) and severe (11.38%) delinquencies of transactions that did not experience downgrades by approximately 29.40% and 38.23%, respectively. Economic Factors Standard & Poor's expects that conditions in the U.S. housing market, especially in the subprime sector, will continue to decline before they improve, with home prices remaining under stress. Mortgage Payment Adjustments Adjustable-rate and interest-only loans subject to contractual increases in their monthly payments will continue to put pressure on borrowers' ability to meet monthly payments in the future. The affected transactions contain, on average, 60%-70% of loans that recently received some type of payment adjustment or will be subject to one in the near future. Despite some industry claims of increased accommodations to subprime borrowers, S&P expect losses to increase due to (1) rising loan payments resulting from resetting terms of their adjustable-rate loans, and (2) principal amortization that occurs after the interest-only period ends for adjustable- and fixed-rate loans. 2/1 ARM reset information by quarter: Orig. subprime balance % of Sold during quarter (all loans) 2/1 ARM Reset quarter ------------------- ----------- ------- ----------- 2005 - Q4 $138,888,212,337 64 2007 - Q3 2006 - Q1 $108,014,850,161 70 2007 - Q4 2006 - Q2 $121,149,551,887 70 2008 - Q1 2006 - Q3 $98,332,355,370 62 2008 - Q2 2006 - Q4 $98,965,073,697 60 2008 - Q3 Additional Subprime Surveillance Assumptions In reviewing these transactions, S&P employed the first-lien subprime surveillance assumptions announced on July 11, 2007, and described in "612 U.S. Subprime RMBS Classes Put On Watch Neg; Methodology Revisions Announced", adjusted for S&P's more negative views on home prices, delays in liquidating REO assets, and the impact of loan resets and loan modifications. Therefore, S&P assumed a 40% level of loss severity for transactions that closed during the second half of 2005; S&P assumed a 45% level of loss severity for transactions that closed during 2006, compared with a 40% level of loss severity assumed for 2006 transactions at the time of the July 11, 2007, rating actions. The increased loss severity for the 2006 vintage reflects Standard & Poor's most recent projections of house price declines. Standard & Poor's believes that the delayed liquidation of REO assets is delaying the recognition of losses. All other factors being equal, the longer a loss is postponed, the more stressful the loss will be to the transaction. This is because carrying costs will increase and excess interest, a source of loss protection, will decline in future months. To capture S&P's view on the recognition of loss in its analysis, S&P employed an additional loss curve that stressed losses later in the life of the transaction. S&P projected forward a delinquency pipeline using a modified 2/1 ARM historical default curve. In the aforementioned article, S&P note that the expected losses for the entire 2006 vintage that result from applying the 2006 curve range from 12% to 17%. Losses for the fourth-quarter 2006 transactions will more likely be toward the higher end of that range, based on higher delinquencies and lower home price appreciation. For the fourth-quarter 2005 through third-quarter 2006 vintage transactions, we then compared the projected losses for the next distribution date that result from applying the two aforementioned approaches to actual losses incurred on the September 2007 distribution date, as well as to the average losses incurred during the past three months. When the projected losses exceeded the actual losses, S&P used the results from the modified default curve assumptions, which emphasized delinquency trends; when actual losses exceeded projected losses, S&P utilized the loss curve detailed in the July 11, 2007, commentary. For the fourth- quarter 2006 transactions, we primarily used the July assumptions due to the insufficient seasoning of the transactions from that quarter. For both sets of default and loss assumptions, S&P lowered its rating to 'CCC' on any class that did not pass S&P's stress test scenario within 12 months, regardless of its current rating. Similarly, S&P lowered its rating to 'B' on any class that did not pass our stress test scenario within 13 to 24 months. Finally, S&P lowered its rating to 'BB' on any class that did not pass its stress test scenario within 25 to 36 months. In cases where the remaining loss protection on a more senior class was materially eroded by stressed losses, S&P adjusted the rating lower to reflect the reduced relative protection of the class. Rating changes predominantly affected the 'BBB' rating categories. These downgrades, as a percentage of the total dollar amount downgraded, are distributed across the rating categories as: Rating category Percentage of ratings lowered --------------- --------------------------- AAA 1.1 AA+ 0.8 AA 4.2 AA- 3.5 A+ 6.1 A 8.4 A- 10.5 BBB+ 11.0 BBB 14.4 BBB- 13.2 BB+ 8.9 BB 7.9 BB- 0.9 B+ 0.3 B 8.7 Standard & Poor's believes that current credit support is sufficient for the affirmed 'AAA' rated tranches to maintain those ratings given our current expectations of losses. In fact, S&P's analysis of the 'AAA' rated securities from the four transactions with the highest percentage of severe delinquencies (MASTR Asset Backed Securities Trust 2006-FRE1, Bravo Mortgage Asset Trust 2006-1, Fremont Home Loan Trust 2006-1, and SG Mortgage Securities Trust 2006-FRE1) shows that projected outstanding credit support from subordination after projected losses incurred continues to provide strong protection, equaling or exceeding the percentage of subordination at origination. * S&P Places Ratings on 590 Tranches Under Negative CreditWatch --------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on 590 tranches from 176 U.S. cash flow and hybrid collateralized debt obligation transactions on CreditWatch with negative implications. The affected tranches have a total issuance amount of $20.616 billion. These transactions are CDOs of asset-backed securities collateralized by structured finance securities, including residential mortgage-backed securities. Standard & Poor's placed these CDO ratings on CreditWatch negative following a review of its rated cash flow and hybrid CDO transactions with exposure to RMBS securities that have experienced negative rating actions recently, including the more than 3,500 classes that were downgraded during the week of Oct. 15, 2007. Last week's RMBS downgrades further affected transactions originated in 2005, 2006, and the first half of 2007 and backed by first-lien subprime mortgage loans, closed-end second-lien mortgage loans, and first-lien Alternative-A mortgage loans. The deteriorating credit quality of these securities has had a significant impact on mezzanine structured finance CDO transactions, which are CDOs of ABS collateralized primarily by mezzanine ('A+' rated and below) tranches of RMBS transactions and other structured finance transactions. Of the 176 CDOs of ABS with one or more ratings placed on CreditWatch negative, 163 are mezzanine SF CDOs. The remaining 13 CDO transactions are high-grade SF CDOs, which S&P define in this context as CDOs collateralized primarily by senior ('AAA' and 'AA' rated) tranches of RMBS transactions that had no more than a 30% exposure to assets rated 'A+' or below at origination. Approximately 80% of the CDO transactions affected by the CreditWatch placements were originated in 2006 (83 of the 176 affected CDOs) or 2007 (58 of the 176 affected CDOs). The largest portion of CreditWatch placements affected tranches rated in the 'BBB' category (37.0%), followed by tranches rated in the 'A' category (21.5%) and the 'AA' category (18.5%). Forty (or 6.8%) of the ratings placed on CreditWatch negative were 'AAA' ratings. In total, the 590 ratings placed on CreditWatch negative account for approximately 6.2% of the U.S. cash flow and hybrid CDO classes currently rated by Standard & Poor's. In terms of issuance, the $20.616 billion in affected CDO notes represents approximately 2.25% of the total issuance amount of U.S. cash flow and hybrid CDO notes rated by Standard & Poor's. S&P expect to resolve most of the CreditWatch placements covered in this release within the next eight weeks. During this time, S&P will generate comprehensive cash flow analysis for each of the transactions, review potential actions by the CDO managers, and bring each transaction through our committee process. The CreditWatch placements in this release address Standard & Poor's rated U.S. cash flow and hybrid CDO transactions. Ratings on S&P's non-excess-spread synthetic CDO transactions will be addressed in a separate forthcoming press release expected by October 24. Rating No. of Tranches On Watch ------------------------ AAA 40AA+ 11AA 76AA- 22A+ 9A 96A- 22BBB+ 13BBB 146BBB- 59BB+ 46BB 30BB- 7B+ 2B 7B- 4 Total 590 Ratings Placed on Creditwatch Negative Rating ------ Transaction Class To From ----------- ----- -- ---- Aardvark ABS CDO 2007-1 C A/Watch Neg A Aardvark ABS CDO 2007-1 D BBB/Watch Neg BBB Aardvark ABS CDO 2007-1 Sub notes BB+/WatchNeg BB+ ABCDS 2006-1 Ltd. B AA/Watch Neg AA ABCDS 2006-1 Ltd. C A/Watch Neg A ABCDS 2006-1 Ltd. D BBB/Watch Neg BBB ABCDS 2006-1 Ltd. E BB+/Watch Neg BB+ ABCDS 2006-1 Ltd. A-3 AAA/Watch Neg AAA ABCDS 2006-1 Ltd. B-1 BBB-/Watch Neg BBB- ACA ABS 2003-1 B AA+/Watch Neg AA+ ACA ABS 2003-1 C BBB+/Watch Neg BBB+ ACA ABS 2003-1 D BB-/Watch Neg BB- ACA ABS 2003-2 Ltd. A-3 A/Watch Neg A ACA ABS 2003-2 Ltd. B-F BBB/Watch Neg BBB ACA ABS 2003-2 Ltd. B-V BBB/Watch Neg BBB ACA ABS 2003-2 Ltd. C BB/Watch Neg BB ACA ABS 2005-2 Ltd. A-1J AAA/Watch Neg AAA ACA ABS 2005-2 Ltd. A-2V AA/Watch Neg AA ACA ABS 2005-2 Ltd. A-2F AA/Watch Neg AA ACA ABS 2005-2 Ltd. A-3 A-/Watch Neg A- ACA ABS 2005-2 Ltd. B BBB/Watch Neg BBB ACA ABS 2005-2 Ltd. Combo secs BBB-/Watch Neg BBB- ACA ABS 2006-1 Ltd. A-1LB AAA/Watch Neg AAA ACA ABS 2006-1 Ltd. A-2L A+/Watch Neg A+ ACA ABS 2006-1 Ltd. A-3L BBB/Watch Neg BBB ACA ABS 2006-1 Ltd. B-1L BBB-/Watch Neg BBB- ACA ABS 2006-2 Ltd. A1LB AAA/Watch Neg AAA ACA ABS 2006-2 Ltd. A2L A+/Watch Neg A+ ACA ABS 2006-2 Ltd. A3L A-/Watch Neg A- ACA ABS 2006-2 Ltd. B1L BB+/Watch Neg BB+ ACA ABS 2007-1 Ltd A1J AAA/Watch Neg AAA ACA ABS 2007-1 Ltd A2 AA/Watch Neg AA ACA ABS 2007-1 Ltd Rated Eqty BBB-/Watch Neg BBB- ACA ABS 2007-2 Ltd. A1M AAA/Watch Neg AAA ACA ABS 2007-2 Ltd. A1J AAA/Watch Neg AAA ACA ABS 2007-2 Ltd. A2 AA/Watch Neg AA ACA ABS 2007-2 Ltd. A3 A/Watch Neg A ACA ABS 2007-2 Ltd. B1 BBB/Watch Neg BBB ACA ABS 2007-2 Ltd. B2 BBB-/Watch Neg BBB- Acacia Option ARM 1 CDO Ltd B BBB/Watch Neg BBB Adams Square Funding I Ltd. A AAA/Watch Neg AAA Adams Square Funding I Ltd. B-1 AA/Watch Neg AA Adams Square Funding I Ltd. B-2 AA-/Watch Neg AA- Adams Square Funding I Ltd. C A/Watch Neg A Adams Square Funding I Ltd. D BBB/Watch Neg BBB Adams Square Funding I Ltd. E BB+/Watch Neg BB+ Adams Square Funding II Ltd.A2 AAA/Watch Neg AAA Adams Square Funding II Ltd.A3 AA/Watch Neg AA Adams Square Funding II Ltd.B A/Watch Neg A Adams Square Funding II Ltd.C BBB/Watch Neg BBB Adams Square Funding II Ltd.D BBB-/Watch Neg BBB- Adams Square Funding II Ltd.E BB+/Watch Neg BB+ Alexander Park CDO I Ltd. D-1 BBB/Watch Neg BBB Alexander Park CDO I Ltd. D-2 BBB/Watch Neg BBB Anderson Mezzanine Funding 2007-1 Ltd. A-2 AAA/Watch Neg AAA Arca Funding 2006-1 Ltd. II Fd Sr AA/Watch Neg AA Arca Funding 2006-1 Ltd. III Fd Sr A/Watch Neg A Arca Funding 2006-1 Ltd. IV Fd Sr A-/Watch Neg A- Arca Funding 2006-1 Ltd. V Fd Mezz BBB/Watch Neg BBB Arca Funding 2006-1 Ltd. VI Fd Mezz BB/Watch Neg BB Arca Funding 2006-1 Ltd. VII FdMezz BB-/Watch Neg BB- Arca Funding 2006-1 Ltd. VIII FdMez B/Watch Neg B Arca Funding 2006-II Ltd. II AA+/Watch Neg AA+ Arca Funding 2006-II Ltd. III A+/Watch Neg A+ Arca Funding 2006-II Ltd. IV-A BBB/Watch Neg BBB Arca Funding 2006-II Ltd. IV-B BBB/Watch Neg BBB Arca Funding 2006-II Ltd. V BB/Watch Neg BB Arca Funding 2006-II Ltd. VI BB-/Watch Neg BB- Arca Funding 2006-II Ltd. VII BB-/Watch Neg BB- Auriga CDO Ltd. D A/Watch Neg A Auriga CDO Ltd. E A-/Watch Neg A- Auriga CDO Ltd. F BBB/Watch Neg BBB Auriga CDO Ltd. G BBB-/Watch Neg BBB- AVANTI Funding 2006-1 Ltd B (def) A/Watch Neg A AVANTI Funding 2006-1 Ltd C (def) BBB/Watch Neg BBB Belle Haven ABS CDO 2005-1 Ltd. D-1 BBB/Watch Neg BBB Belle Haven ABS CDO 2005-1 Ltd. D-2 BBB/Watch Neg BBB Bering CDO I Ltd A-1J AAA/Watch Neg AAA Bering CDO I Ltd A-2 AA/Watch Neg AA Bering CDO I Ltd A-3 A/Watch Neg A Bering CDO I Ltd B BBB/Watch Neg BBB Bering CDO I Ltd C BB/Watch Neg BB BFC Ajax CDO Ltd B AA/Watch Neg AA BFC Ajax CDO Ltd. X A+/Watch Neg A+ BFC Ajax CDO Ltd. C A/Watch Neg A BFC Ajax CDO Ltd. D BBB/Watch Neg BBB BFC Genesee CDO Ltd A-3L A/Watch Neg ABFC Genesee CDO Ltd B-1L BBB/Watch Neg BBB BFC Silverton CDO Ltd. D A/Watch Neg A BFC Silverton CDO Ltd. E BBB/Watch Neg BBB BFC Silverton CDO Ltd. F BB+/Watch Neg BB+ Bluegrass ABS CDO II Ltd. B AA/Watch Neg AA Bluegrass ABS CDO II Ltd. C-1 BBB/Watch Neg BBB Bluegrass ABS CDO II Ltd. C-2 BBB/Watch Neg BBB Bluegrass ABS CDO II Ltd. Type l Com BBB/Watch Neg BBB Brookville CDO I Ltd. A-3 AAA/Watch Neg AAA Brookville CDO I Ltd. B AA/Watch Neg AA Brookville CDO I Ltd. C A/Watch Neg A Brookville CDO I Ltd. D BBB/Watch Neg BBB Brookville CDO I Ltd. E BBB-/Watch Neg BBB- Cairn Mezz ABS CDO II Ltd. E BB+/Watch Neg BB+ Cairn Mezz ABS CDO IV Ltd. B1 BBB/Watch Neg BBB Cairn Mezz ABS CDO IV Ltd. B2 BBB-/Watch Neg BBB- Caldecott CDO 1 Ltd. A-3 AAA/Watch Neg AAA Camber 5 Ltd C BBB/Watch Neg BBB Camber 6 plc E BBB/Watch Neg BBB Camber 6 plc F BB+/Watch Neg BB+ Careel Bay CDO Ltd. A3 A/Watch Neg A Careel Bay CDO Ltd. B BBB/Watch Neg BBB Careel Bay CDO Ltd. C BB/Watch Neg BB Carina CDO Ltd. A-2 AAA/Watch Neg AAA Carina CDO Ltd. B-1 AA/Watch Neg AA Carina CDO Ltd. B-2 AA-/Watch Neg AA- Carina CDO Ltd. C-1 A/Watch Neg A Carina CDO Ltd. C-2 A-/Watch Neg A- Carina CDO Ltd. D-1 BBB+/Watch Neg BBB+ Carina CDO Ltd. D-2 BBB/Watch Neg BBB Carina CDO Ltd. D-3 BBB-/Watch Neg BBB- Carina CDO Ltd. X-1 BBB/Watch Neg BBB Carina CDO Ltd. X-2 BBB-/Watch Neg BBB- Cetus ABS CDO 2006-1 Ltd. A-1 AA+/Watch Neg AA+ Cetus ABS CDO 2006-1 Ltd. A-2 AA-/Watch Neg AA- Cetus ABS CDO 2006-1 Ltd. B BBB/Watch Neg BBB Cetus ABS CDO 2006-1 Ltd. C BB/Watch Neg BB Cetus ABS CDO 2006-1 Ltd. D B-/Watch Neg B- Cetus ABS CDO 2006-2 Ltd. A-1 AA+/Watch Neg AA+ Cetus ABS CDO 2006-2 Ltd. A-2 A+/Watch Neg A+ Cetus ABS CDO 2006-2 Ltd. B BBB/Watch Neg BBB Cetus ABS CDO 2006-2 Ltd. C BB/Watch Neg BB Cetus ABS CDO 2006-3 Ltd. A-2 AA+/Watch Neg AA+ Cetus ABS CDO 2006-3 Ltd. B AA-/Watch Neg AA- Cetus ABS CDO 2006-3 Ltd. C-1 BBB+/Watch Neg BBB+ Cetus ABS CDO 2006-3 Ltd. C-2 BBB/Watch Neg BBB Cetus ABS CDO 2006-3 Ltd. D-1 BB+/Watch Neg BB+ Cetus ABS CDO 2006-3 Ltd. D-2 BB/Watch Neg BB Cetus ABS CDO 2006-3 Ltd. E BB-/Watch Neg BB- Cetus ABS CDO 2006-3 Ltd. X BBB-/Watch Neg BBB- Cetus ABS CDO 2006-4 Ltd. A-1 AAA/Watch Neg AAA Cetus ABS CDO 2006-4 Ltd. A-2 AA/Watch Neg AA Cetus ABS CDO 2006-4 Ltd. B BBB+/Watch Neg BBB+ Cetus ABS CDO 2006-4 Ltd. C BBB-/Watch Neg BBB- Cetus ABS CDO 2006-4 Ltd. D BB/Watch Neg BB Cetus ABS CDO 2006-4 Ltd. E B/Watch Neg B Charles Fort CDO I Ltd C A/Watch Neg A Charles Fort CDO I Ltd D-1 BBB+/Watch Neg BBB+ Charles Fort CDO I Ltd D-2 BBB/Watch Neg BBB Charles Fort CDO I Ltd E BB+/Watch Neg BB+ Charles River CDO I Ltd. B-F BBB/Watch Neg BBB Charles River CDO I Ltd. B-V BBB/Watch Neg BBB Charles River CDO I Ltd. C BB/Watch Neg BB Cherry Creek CDO I Ltd A-3 A/Watch Neg A Cherry Creek CDO I Ltd B BB+/Watch Neg BB+ Clifton I CDO Ltd. C A/Watch Neg A Clifton I CDO Ltd. D BBB/Watch Neg BBB Coldwater CDO Ltd. A-2 AAA/Watch Neg AAA Coldwater CDO Ltd. A-3 AA/Watch Neg AA Coldwater CDO Ltd. B-2 A/Watch Neg A Coldwater CDO Ltd. C BBB/Watch Neg BBB Commodore CDO II Ltd B AA/Watch Neg AA Commodore CDO II Ltd C BBB/Watch Neg BBB Commodore CDO V Ltd. B AA/Watch Neg AA Commodore CDO V Ltd. C A/Watch Neg A Commodore CDO V Ltd. D BBB/Watch Neg BBB Commodore CDO V Ltd. E BB+/Watch Neg BB+ Corona Borealis CDO Ltd. D BBB/Watch Neg BBB Costa Bella CDO Ltd. D A/Watch Neg A Costa Bella CDO Ltd. E BBB/Watch Neg BBB Costa Bella CDO Ltd. F BBB-/Watch Neg BBB- Costa Bella CDO Ltd. G BB/Watch Neg BB Crystal River CDO 2005-1 Ltd. D-1 AA/Watch Neg AA Crystal River CDO 2005-1 Ltd. E A/Watch Neg A Crystal River CDO 2005-1 Ltd. F BBB/Watch Neg BBB Crystal River CDO 2005-1 Ltd. G BB+/Watch Neg BB+ Crystal River CDO 2005-1 Ltd. H BB/Watch Neg BB Crystal River CDO 2005-1 Ltd. D-2 AA/Watch Neg AA Diogenes CDO I, Ltd. D BBB/Watch Neg BBB Draco 2007-1 Ltd. C1 BBB-/Watch Neg BBB- Draco 2007-1 Ltd. C2 BB/Watch Neg BB Duke Funding IX Ltd. A3V A/Watch Neg A Duke Funding IX Ltd. A3F A/Watch Neg A Duke Funding IX Ltd. B BBB/Watch Neg BBB Duke Funding VI Ltd. A3 A/Watch Neg A Duke Funding VI Ltd. BV BBB/Watch Neg BBB Duke Funding VI Ltd. BF BBB/Watch Neg BBB Duke Funding VI Ltd. Comp l sec BBB/Watch Neg BBB Duke Funding XI Ltd. B-1E BBB/Watch Neg BBB Dutch Hill Funding I Ltd. B AA/Watch Neg AA Dutch Hill Funding I Ltd. C A/Watch Neg A Dutch Hill Funding I Ltd. E BB+/Watch Neg BB+ Dutch Hill Funding II Ltd C A/Watch Neg A Dutch Hill Funding II Ltd C loan A/Watch Neg A Dutch Hill Funding II Ltd D-1 BBB+/Watch Neg BBB+ Dutch Hill Funding II Ltd D-2 BBB/Watch Neg BBB Dutch Hill Funding II Ltd D-3 BB+/Watch Neg BB+ E*Trade ABS CDO IV Ltd. B AA/Watch Neg AA E*Trade ABS CDO IV Ltd. C BBB/Watch Neg BBB E*Trade ABS CDO IV Ltd. D BB+/Watch Neg BB+ E*Trade ABS CDO IV Ltd. Pref shrs B/Watch Neg B E*Trade ABS CDO V Ltd C BB/Watch Neg BB E*Trade ABS CDO VI Ltd B-1 BBB/Watch Neg BBB E*Trade ABS CDO VI Ltd B-2 BBB-/Watch Neg BBB- FAB US 2006-1 PLC A3 AAA/Watch Neg AAA FAB US 2006-1 PLC A4 AA/Watch Neg AA FAB US 2006-1 PLC B A-/Watch Neg A- FAB US 2006-1 PLC C BBB/Watch Neg BBB Fortius II Funding Ltd. A-2 AAA/Watch Neg AAA Fourth Street Funding Ltd. C AA-/Watch Neg AA- Fourth Street Funding Ltd. D A/Watch Neg A Fourth Street Funding Ltd. E BBB/Watch Neg BBB Fourth Street Funding Ltd. F BBB-/Watch Neg BBB- Furlong Synthetic ABS CDO 2006-1 Ltd. B BBB/Watch Neg BBB Gemstone CDO IV Ltd. B AA/Watch Neg AA Gemstone CDO IV Ltd. C A/Watch Neg A Gemstone CDO VI Ltd A-2 AAA/Watch Neg AAA Gemstone CDO VI Ltd B AA/Watch Neg AA Gemstone CDO VI Ltd C A/Watch Neg A Gemstone CDO VII Ltd C A/Watch Neg A Gemstone CDO VII Ltd E BB+/Watch Neg BB+ Glacier Funding CDO IV Ltd D BBB/Watch Neg BBB Glacier Funding CDO IV Ltd E BB+/Watch Neg BB+ Glacier Funding CDO V Ltd B AA/Watch Neg AA Glacier Funding CDO V Ltd C AA-/Watch Neg AA- Glacier Funding CDO V Ltd D A/Watch Neg A Glacier Funding CDO V Ltd E BBB/Watch Neg BBB Glacier Funding CDO V Ltd F BBB-/Watch Neg BBB- Glacier Funding CDO V Ltd G BB+/Watch Neg BB+ Grand Avenue CDO I Ltd C A/Watch Neg A Grand Avenue CDO I Ltd D BBB/Watch Neg BBB Grand Avenue CDO I Ltd E-1 BB/Watch Neg BB Grand Avenue CDO I Ltd E-2 BB/Watch Neg BB GSC ABS CDO 2005-1 Ltd. A3 A/Watch Neg A GSC ABS CDO 2005-1 Ltd. B BBB/Watch Neg BBB GSC ABS CDO 2006-2m Ltd. D A/Watch Neg A GSC ABS CDO 2006-2m Ltd. E BBB/Watch Neg BBB GSC ABS CDO 2006-2m Ltd. F BB+/Watch Neg BB+ GSC ABS CDO 2006-2m Ltd. G BB/Watch Neg BB GSC ABS CDO 2006-4u A1 AAA/Watch Neg AAA GSC ABS CDO 2006-4u A2 AA/Watch Neg AA GSC ABS CDO 2006-4u A3 A-/Watch Neg A- GSC ABS CDO 2006-4u B BBB-/Watch Neg BBB- GSC ABS CDO 2006-4u C BB/Watch Neg BB GSC ABS Funding 2006-3g Ltd.C A/Watch Neg A GSC CDO 2007-1r Ltd. A-2LA AA/Watch Neg AA Gulf Stream-Atlantic CDO 2007-1 Ltd C A/Watch Neg A Gulf Stream-Atlantic CDO 2007-1 Ltd D BBB+/Watch Neg BBB+ Gulf Stream-Atlantic CDO 2007-1 Ltd E BBB/Watch Neg BBB Gulf Stream-Atlantic CDO 2007-1 Ltd F BBB-/Watch Neg BBB- Gulf Stream-Atlantic CDO 2007-1 Ltd G BB+/Watch Neg BB+ Gulf Stream-Atlantic CDO 2007-1 Ltd Sub notes B/Watch Neg B Hamilton Gardens CDO Ltd. D BBB-/Watch Neg BBB- Hartshorne CDO I Ltd. A-2 AA/Watch Neg AA Hartshorne CDO I Ltd. A-3 A/Watch Neg A Hartshorne CDO I Ltd. B1 BBB+/Watch Neg BBB+ Hartshorne CDO I Ltd. B2 BBB/Watch Neg BBB Hartshorne CDO I Ltd. B3 BBB-/Watch Neg BBB- Hudson Mezzanine Funding 2006-1 Ltd. C A/Watch Neg A Independence V CDO Ltd. A-2A AAA/Watch Neg AAA Independence V CDO Ltd. A-2B AAA/Watch Neg AAA Independence VII CDO Ltd. E BBB/Watch Neg BBB Independence VII CDO Ltd. F BB+/Watch Neg BB+ Ischus CDO II Ltd. D BBB/Watch Neg BBB Ischus Mezzanine CDO III Ltd.B-1 AA/Watch Neg AA Ischus Mezzanine CDO III Ltd.B-2 AA/Watch Neg AA Ischus Mezzanine CDO III Ltd.C A/Watch Neg A Ischus Mezzanine CDO III Ltd.D BBB/Watch Neg BBB Ischus Mezzanine CDO III Ltd.E BB+/Watch Neg BB+ Ischus Mezzanine CDO IV Ltd. D BBB/Watch Neg BBB Ischus Synthetic ABS CDO 2006-2 Ltd. B-2L BB+/Watch Neg BB+ Istana High Grade ABS CDO I Ltd. C A/Watch Neg A Istana High Grade ABS CDO I Ltd. D BBB/Watch Neg BBB Istana High Grade ABS CDO I Ltd. E BB+/Watch Neg BB+ Ivy Lane CDO Ltd. C BBB/Watch Neg BBB IXIS ABS CDO 2 Ltd. C A/Watch Neg A IXIS ABS CDO 2 Ltd. D BBB/Watch Neg BBB IXIS ABS CDO 2 Ltd. E BB+/Watch Neg BB+ Kefton CDO I Ltd. II AAA/Watch Neg AAA Kefton CDO I Ltd. III AA/Watch Neg AA Kefton CDO I Ltd. IV AA-/Watch Neg AA- Kefton CDO I Ltd. V A/Watch Neg A Kefton CDO I Ltd. VI BBB/Watch Neg BBB Kefton CDO I Ltd. VII BB+/Watch Neg BB+ Khaleej II CDO Ltd. B AA/Watch Neg AA Khaleej II CDO Ltd. C A/Watch Neg A Khaleej II CDO Ltd. D BBB/Watch Neg BBB Kleros Preferred Funding V PLC E BBB/Watch Neg BBB Kleros Real Estate CDO I Ltd. C AA-/Watch Neg AA- Kleros Real Estate CDO II Ltd. A-2 AAA/Watch Neg AAA Kleros Real Estate CDO II Ltd. B AA/Watch Neg AA Kleros Real Estate CDO II Ltd. D BBB/Watch Neg BBB Kleros Real Estate CDO III Ltd. A-2 AA/Watch Neg AA Kleros Real Estate CDO III Ltd. A-3 A/Watch Neg A Kleros Real Estate CDO III Ltd. B BBB-/Watch Neg BBB- Kleros Real Estate CDO III Ltd. C BB/Watch Neg BB Knollwood CDO Ltd. C BBB/Watch Neg BBB Laguna Seca Funding I Ltd. A-4 AA/Watch Neg AA Laguna Seca Funding I Ltd. B A-/Watch Neg A- Laguna Seca Funding I Ltd. C BBB/Watch Neg BBB Laguna Seca Funding I Ltd. D BBB-/Watch Neg BBB- Lexington Capital Funding II Ltd. D A/Watch Neg A Lexington Capital Funding II Ltd. E BBB/Watch Neg BBB Lexington Capital Funding II Ltd. F BB+/Watch Neg BB+ Lexington Capital Funding III Ltd. C AA-/Watch Neg AA- Lexington Capital Funding III Ltd. D A/Watch Neg A Lexington Capital Funding III Ltd. E A-/Watch Neg A- Lexington Capital Funding III Ltd. F BBB/Watch Neg BBB Lexington Capital Funding III Ltd. G BBB-/Watch Neg BBB- Lexington Capital Funding III Ltd. H BBB-/Watch Neg BBB- Lexington Capital Funding Ltd. D BBB/Watch Neg BBB Lexington Capital Funding Ltd. E BB+/Watch Neg BB+ Lexington Capital Funding V Ltd. B AA/Watch Neg AA Lexington Capital Funding V Ltd. C A/Watch Neg A Lexington Capital Funding V Ltd. D BBB/Watch Neg BBB Lexington Capital Funding V Ltd. E BBB-/Watch Neg BBB- Libertas Preferred Funding II Ltd. B AA/Watch Neg AA Libertas Preferred Funding II Ltd. C A/Watch Neg A Libertas Preferred Funding II Ltd. D BBB/Watch Neg BBB Libertas Preferred Funding II Ltd. E BBB-/Watch Neg BBB- Libertas Preferred Funding II Ltd. F BB/Watch Neg BB Libertas Preferred Funding III Ltd. VI A/Watch Neg A Libertas Preferred Funding III Ltd. VII BBB/Watch Neg BBB Libertas Preferred Funding III Ltd. VIII BBB-/Watch Neg BBB- Libertas Preferred Funding IV Ltd. C A/Watch Neg A Libertas Preferred Funding IV Ltd. D BBB/Watch Neg BBB Libertas Preferred Funding IV Ltd. E BBB-/Watch Neg BBB- Libra CDO Ltd. C A/Watch Neg A Libra CDO Ltd. D BBB/Watch Neg BBB Libra CDO Ltd. X BBB-/Watch Neg BBB- Lincoln Avenue ABS CDO Ltd. B AA/Watch Neg AA Lincoln Avenue ABS CDO Ltd. C A/Watch Neg A Lincoln Avenue ABS CDO Ltd. D BBB/Watch Neg BBB Long Hill 2006-1 Ltd. B BBB/Watch Neg BBB Long Hill 2006-1 Ltd. C BB+/Watch Neg BB+ Longport Funding III Ltd. B AA/Watch Neg AA Longport Funding III Ltd. C A/Watch Neg A Longport Funding III Ltd. D BBB/Watch Neg BBB Longport Funding III Ltd. E BBB-/Watch Neg BBB- Longport Funding III Ltd. Sub notes BB/Watch Neg BB Longridge ABS CDO I Ltd. A-2 AAA/Watch Neg AAA Longshore CDO Funding 2007-3 Ltd. C A/Watch Neg A Longshore CDO Funding 2007-3 Ltd. D BBB/Watch Neg BBB Longstreet CDO I Ltd. A-2 AAA/Watch Neg AAA Longstreet CDO I Ltd. B AA/Watch Neg AA Longstreet CDO I Ltd. C AA-/Watch Neg AA- Longstreet CDO I Ltd. D A/Watch Neg A Longstreet CDO I Ltd. E BBB/Watch Neg BBB Longstreet CDO I Ltd. F BBB-/Watch Neg BBB- Longstreet CDO I Ltd. G BB+/Watch Neg BB+ Markov CDO I Ltd. D BBB/Watch Neg BBB Markov CDO I Ltd. E BB+/Watch Neg BB+ Maxim High Grade CDO II Ltd. D A/Watch Neg A Maxim High Grade CDO II Ltd. C AA-/Watch Neg AA- Maxim High Grade CDO II Ltd. E BBB/Watch Neg BBB Mayflower CDO I Ltd. A-2L AA/Watch Neg AA Mayflower CDO I Ltd. A-3L A/Watch Neg A Mayflower CDO I Ltd. B-1L BBB/Watch Neg BBB Mercury CDO III Ltd. C A/Watch Neg A Mercury CDO III Ltd. D BBB/Watch Neg BBB Midori CDO Ltd. C A/Watch Neg A Midori CDO Ltd. D BBB/Watch Neg BBB Midori CDO Ltd. E BBB-/Watch Neg BBB- MKP CBO V Ltd. E BBB/Watch Neg BBB MKP CBO V Ltd. F BBB-/Watch Neg BBB- Montauk Point CDO II Ltd. B BBB/Watch Neg BBB Montauk Point CDO II Ltd. C BB/Watch Neg BB Montauk Point CDO Ltd. C AA-/Watch Neg AA- Montauk Point CDO Ltd. D A/Watch Neg A Montauk Point CDO Ltd. E BBB/Watch Neg BBB Montauk Point CDO Ltd. F BBB-/Watch Neg BBB- Montauk Point CDO Ltd. G BB+/Watch Neg BB+ Mugello ABS CDO 2006-1 Ltd. A-2 AA/Watch Neg AA Mugello ABS CDO 2006-1 Ltd. B A/Watch Neg A Mystic Point CDO Ltd. B AA/Watch Neg AA Mystic Point CDO Ltd. C A/Watch Neg A Mystic Point CDO Ltd. D BBB/Watch Neg BBB Mystic Point CDO Ltd. E BBB-/Watch Neg BBB- Neptune CDO III Ltd. C BBB/Watch Neg BBB Neptune CDO IV Ltd. B AA/Watch Neg AA Neptune CDO IV Ltd. C AA-/Watch Neg AA- Neptune CDO IV Ltd. D A/Watch Neg A Neptune CDO IV Ltd. E BBB/Watch Neg BBB Neptune CDO V Ltd. A-1LB AAA/Watch Neg AAA Neptune CDO V Ltd. A-2L AA/Watch Neg AA Neptune CDO V Ltd. A-3L AA-/Watch Neg AA- Neptune CDO V Ltd. A-4L A/Watch Neg A Neptune CDO V Ltd. A-5L A-/Watch Neg A- Neptune CDO V Ltd. B-1L BBB/Watch Neg BBB Norma CDO I Ltd. D A/Watch Neg A Norma CDO I Ltd. E BBB/Watch Neg BBB Norma CDO I Ltd. F BBB-/Watch Neg BBB- Norma CDO I Ltd. G BBB-/Watch Neg BBB- Norma CDO I Ltd. H BBB-/Watch Neg BBB- North Cove CDO II Ltd. C AA-/Watch Neg AA- North Cove CDO II Ltd. D A-/Watch Neg A- North Cove CDO II Ltd. E BBB/Watch Neg BBB Northlake CDO I Ltd. II A/Watch Neg A Northlake CDO I Ltd. III B+/Watch Neg B+ Northwall Funding CDO I Ltd. B AA/Watch Neg AA Northwall Funding CDO I Ltd. C BBB/Watch Neg BBB NovaStar ABS CDO I Ltd. A-2 AAA/Watch Neg AAA NovaStar ABS CDO I Ltd. B AA/Watch Neg AA NovaStar ABS CDO I Ltd. C A/Watch Neg A NovaStar ABS CDO I Ltd. D BBB/Watch Neg BBB Octans CDO I Ltd. A-2B AAA/Watch Neg AAA Octans CDO I Ltd. B AA/Watch Neg AA Octans CDO I Ltd. C AA-/Watch Neg AA- Octans CDO I Ltd. D A/Watch Neg A Octans CDO I Ltd. E A-/Watch Neg A- Octans CDO I Ltd. F BBB/Watch Neg BBB Octans CDO I Ltd. G BBB-/Watch Neg BBB- Octans II CDO Ltd. A-3B AAA/Watch Neg AAA Octans II CDO Ltd. B AA/Watch Neg AA Octans II CDO Ltd. C-1 A/Watch Neg A Octans II CDO Ltd. C-2 A-/Watch Neg A- Octans II CDO Ltd. D BBB/Watch Neg BBB Octans II CDO Ltd. X-1 BBB-/Watch Neg BBB- Octans II CDO Ltd. X-2 BBB-/Watch Neg BBB- Octans III CDO Ltd. A-2 AA/Watch Neg AA Octans III CDO Ltd. B A-/Watch Neg A- Octans III CDO Ltd. C BBB-/Watch Neg BBB- Octans III CDO Ltd. D BB/Watch Neg BB Octans III CDO Ltd. E B/Watch Neg B Octonion I CDO Ltd. A3 AA/Watch Neg AA Octonion I CDO Ltd. B A/Watch Neg A Octonion I CDO Ltd. C BBB/Watch Neg BBB Octonion I CDO Ltd. D BBB-/Watch Neg BBB- Octonion I CDO Ltd. E BB+/Watch Neg BB+ Orchid Structured Finance CDO III Ltd. E BBB/Watch Neg BBB Orchid Structured Finance CDO Ltd. B A-/Watch Neg A- Orchid Structured Finance CDO Ltd. C-1 B-/Watch Neg B- Orchid Structured Finance CDO Ltd. C-2 B-/Watch Neg B- Orion 2006-2 Ltd. A-2 AA+/Watch Neg AA+ Orion 2006-2 Ltd. B-1 AA/Watch Neg AA Orion 2006-2 Ltd. B-2 AA-/Watch Neg AA- Orion 2006-2 Ltd. C-1 A-/Watch Neg A- Orion 2006-2 Ltd. C-2 BBB/Watch Neg BBB Orion 2006-2 Ltd. D-1 BB/Watch Neg BB Orion 2006-2 Ltd. D-2 BB-/Watch Neg BB- Orion 2006-2 Ltd. E B-/Watch Neg B- Orion 2006-2 Ltd. X BB/Watch Neg BB Palmer ABS CDO 2007-1 Ltd. B A/Watch Neg A Palmer ABS CDO 2007-1 Ltd. C BBB/Watch Neg BBB Palmer ABS CDO 2007-1 Ltd. D BB+/Watch Neg BB+ Pine Mountain CDO II Ltd. B AA/Watch Neg AA Pine Mountain CDO II Ltd. C A/Watch Neg A Pine Mountain CDO II Ltd. D BBB/Watch Neg BBB Pine Mountain CDO II Ltd. E BB+/Watch Neg BB+ Pine Mountain CDO Ltd. B AA/Watch Neg AA Pine Mountain CDO Ltd. C A/Watch Neg A Pine Mountain CDO Ltd. D BBB/Watch Neg BBB Pinetree CDO Ltd. B BBB/Watch Neg BBB Plettenberg Bay CDO Ltd. A-2 AA/Watch Neg AA Plettenberg Bay CDO Ltd. B A-/Watch Neg A- Plettenberg Bay CDO Ltd. C BBB/Watch Neg BBB Plettenberg Bay CDO Ltd. D BBB-/Watch Neg BBB- Pyxis ABS CDO 2006-1 LLC A-2 AAA/Watch Neg AAA Pyxis ABS CDO 2006-1 LLC B AA/Watch Neg AA Pyxis ABS CDO 2006-1 LLC C A/Watch Neg A Pyxis ABS CDO 2006-1 LLC D BBB/Watch Neg BBB Pyxis ABS CDO 2006-1 LLC X BBB-/Watch Neg BBB- Pyxis ABS CDO 2007-1 Ltd. B AA/Watch Neg AA Pyxis ABS CDO 2007-1 Ltd. C A/Watch Neg A Pyxis ABS CDO 2007-1 Ltd. D-1 BBB/Watch Neg BBB Pyxis ABS CDO 2007-1 Ltd. D-2 BBB-/Watch Neg BBB- Pyxis ABS CDO 2007-1 Ltd. E BB+/Watch Neg BB+ Pyxis ABS CDO 2007-1 Ltd. F BB-/Watch Neg BB- RFC CDO IV Ltd. C A/Watch Neg A RFC CDO IV Ltd. D BBB/Watch Neg BBB Robeco High Grade CDO I Ltd. B AA/Watch Neg AA Robeco High Grade CDO I Ltd. C A/Watch Neg A Robeco High Grade CDO I Ltd. D BBB/Watch Neg BBB Rockville CDO I Ltd. E BBB/Watch Neg BBB Sagittarius CDO I Ltd. C A/Watch Neg A Sagittarius CDO I Ltd. D-1 BBB+/Watch Neg BBB+ Sagittarius CDO I Ltd. D-2 BBB/Watch Neg BBB Sagittarius CDO I Ltd. D-3 BBB-/Watch Neg BBB- Sagittarius CDO I Ltd. E BBB-/Watch Neg BBB- Sagittarius CDO I Ltd. X BBB-/Watch Neg BBB- Sherwood Funding CDO Ltd. C A/Watch Neg A Sherwood Funding CDO Ltd. D BBB/Watch Neg BBB Sherwood III ABS CDO Ltd. A1J AAA/Watch Neg AAA Sherwood III ABS CDO Ltd. A2 AA/Watch Neg AA Sherwood III ABS CDO Ltd. A3 A/Watch Neg A Sherwood III ABS CDO Ltd. B BBB/Watch Neg BBB Sherwood III ABS CDO Ltd. C BB/Watch Neg BB South Coast Funding I Ltd. A-2 A-/Watch Neg A- South Coast Funding II Ltd. A-3 A+/Watch Neg A+ South Coast Funding IX Ltd. B AA/Watch Neg AA South Coast Funding VII Ltd. Pref shrs BB+/Watch Neg BB+ South Coast Funding VIII Ltd.B AA/Watch Neg AA South Coast Funding VIII Ltd.C A/Watch Neg A South Coast Funding VIII Ltd.D BBB/Watch Neg BBB South Coast Funding VIII Ltd.E BB+/Watch Neg BB+ Springdale CDO 2006-1 Ltd. B AA/Watch Neg AA Springdale CDO 2006-1 Ltd. C A/Watch Neg A Springdale CDO 2006-1 Ltd. D BBB/Watch Neg BBB Springdale CDO 2006-1 Ltd. E BB+/Watch Neg BB+ STACK 2005-2 Ltd. B AAA/Watch Neg AAA STACK 2005-2 Ltd. C AA/Watch Neg AA STACK 2005-2 Ltd. D A/Watch Neg A STACK 2005-2 Ltd. E BBB/Watch Neg BBB STACK 2005-2 Ltd. F BB+/Watch Neg BB+ Stack 2006-1 Ltd. IV AA-/Watch Neg AA- Stack 2006-1 Ltd. V A/Watch Neg A STACK 2006-2 Ltd. III AA/Watch Neg AA STACK 2006-2 Ltd. IV AA-/Watch Neg AA- Stack 2007-1 Ltd. A-3 AAA/Watch Neg AAA Stack 2007-1 Ltd. A-4 AA/Watch Neg AA Stack 2007-1 Ltd. B A+/Watch Neg A+ Stack 2007-1 Ltd. C A/Watch Neg A Stack 2007-1 Ltd. D A-/Watch Neg A- Stack 2007-1 Ltd. E BBB/Watch Neg BBB STACK 2007-2 Ltd. A-2 AAA/Watch Neg AAA STACK 2007-2 Ltd. B AA/Watch Neg AA STACK 2007-2 Ltd. C A/Watch Neg A STACK 2007-2 Ltd. D BBB/Watch Neg BBB STACK 2007-2 Ltd. E BBB/Watch Neg BBB STAtic ResidenTial CDO 2005-B Ltd. B AA+/Watch Neg AA+ STAtic ResidenTial CDO 2005-B Ltd. C AA-/Watch Neg AA- STAtic ResidenTial CDO 2005-B Ltd. D A-/Watch Neg A- STAtic ResidenTial CDO 2005-C Ltd. B AA+/Watch Neg AA+ STAtic ResidenTial CDO 2005-C Ltd. C AA-/Watch Neg AA- STAtic ResidenTial CDO 2005-C Ltd. D A-/Watch Neg A- STAtic ResidenTial CDO 2005-C Ltd. E BBB/Watch Neg BBB STAtic ResidenTial CDO 2006-A, Ltd. D A-/Watch Neg A- STAtic ResidenTial CDO 2006-A Ltd. E BBB/Watch Neg BBB STATIC Residential CDO 2006-B Ltd. A-2 AA+/Watch Neg AA+ STATIC Residential CDO 2006-B Ltd. B-1 AA/Watch Neg AA STATIC Residential CDO 2006-B Ltd. B-2 A/Watch Neg A STATIC Residential CDO 2006-B Ltd. C BBB/Watch Neg BBB STATIC Residential CDO 2006-B Ltd. D BB/Watch Neg BB STATIC Residential CDO 2006-C Ltd. A-1b AAA/Watch Neg AAA STATIC Residential CDO 2006-C Ltd. A-2 AA+/Watch Neg AA+ STATIC Residential CDO 2006-C Ltd. B-1 AA-/Watch Neg AA- STATIC Residential CDO 2006-C Ltd. B-2 A+/Watch Neg A+ STATIC Residential CDO 2006-C Ltd. C BBB/Watch Neg BBB STATIC Residential CDO 2006-C Ltd. D-1a BB+/Watch Neg BB+ STATIC Residential CDO 2006-C Ltd. D-1b BB+/Watch Neg BB+ STATIC Residential CDO 2006-C Ltd. D-2 B/Watch Neg B Straits Global ABS CDO I Ltd. B-1 AA/Watch Neg AA Straits Global ABS CDO I Ltd. B-2 AA/Watch Neg AA Straits Global ABS CDO I Ltd. C-1 BBB/Watch Neg BBB Straits Global ABS CDO I Ltd. C-2 BBB/Watch Neg BBB Structured Finance Advisors ABS CDO III Ltd. C BB+/Watch Neg BB+ Structured Finance Advisors ABS CDO III Ltd Pref shares B/Watch Neg B Summer Street 2007-1 Ltd. C A/Watch Neg A Summer Street 2007-1 Ltd. D BBB/Watch Neg BBB TABS 2005-2 Oakville Ltd. D BBB/Watch Neg BBB Tabs 2005-4 Ltd. E BBB/Watch Neg BBB TABS 2006-6 Ltd. A1J AAA/Watch Neg AAA TABS 2006-6 Ltd. A2 AA/Watch Neg AA TABS 2006-6 Ltd. A3 A/Watch Neg A TABS 2006-6 Ltd. B1 BBB+/Watch Neg BBB+ TABS 2006-6 Ltd. B2 BBB-/Watch Neg BBB- TABS 2006-6 Ltd. B3 BB/Watch Neg BB TABS 2006-6 Ltd. C B+/Watch Neg B+ TABS 2006-6 Ltd. I Sub nts BBB-/Watch Neg BBB- TABS 2007-7 Ltd. A2 AA/Watch Neg AA TABS 2007-7 Ltd. A3 A/Watch Neg A TABS 2007-7 Ltd. B1 BBB+/Watch Neg BBB+ TABS 2007-7 Ltd. B2 BBB/Watch Neg BBB TABS 2007-7 Ltd. B3 BBB-/Watch Neg BBB- TABS 2007-7 Ltd. C BB/Watch Neg BB TABS 2007-7 Ltd. ISubN BBB-/Watch Neg BBB- Term CDO 2007-1 Ltd. A-2L AA+/Watch Neg AA+ Term CDO 2007-1 Ltd. A-3L A+/Watch Neg A+ Term CDO 2007-1 Ltd. B-1L BBB+/Watch Neg BBB+ TIAA Structured Finance CDO II Ltd. B AA/Watch Neg AA Topanga CDO II Ltd. C BBB/Watch Neg BBB Topanga CDO II Ltd. D BB+/Watch Neg BB+ Topanga CDO Ltd. C BBB/Watch Neg BBB Trainer Wortham First Republic CBO III Ltd. A-2 AAA/Watch Neg AAA Trainer Wortham First Republic CBO III Ltd. B AA/Watch Neg AA Trainer Wortham First Republic CBO III Ltd. C A/Watch Neg A Vertical ABS CDO 2007-1 Ltd. A1J AAA/Watch Neg AAA Vertical ABS CDO 2007-1 Ltd. A2 AA/Watch Neg AA Vertical ABS CDO 2007-1 Ltd. A3 A/Watch Neg A Vertical ABS CDO 2007-1 Ltd. B1 BBB/Watch Neg BBB Vertical ABS CDO 2007-1 Ltd. B2 BBB-/Watch Neg BBB- Vertical ABS CDO 2007-1 Ltd. C BB/Watch Neg BB Vertical ABS CDO 2007-1 Ltd. I BBB-/Watch Neg BBB- Volans Funding 2007-1 Ltd. B AA/Watch Neg AA Volans Funding 2007-1 Ltd. C A/Watch Neg A Volans Funding 2007-1 Ltd. D BBB/Watch Neg BBB Volans Funding 2007-1 Ltd. E BBB-/Watch Neg BBB- Volans Funding 2007-1 Ltd. F BBB-/Watch Neg BB- Webster CDO I Ltd. A-1LB AAA/Watch Neg AAA Webster CDO I Ltd. A-2L AA/Watch Neg AA Webster CDO I Ltd. A-4L BBB+/Watch Neg BBB+ West Trade Funding II CDO Ltd. E BBB/Watch Neg BBB West Trade Funding II CDO Ltd. F BB+/Watch Neg BB+ * Beard Audio's Featured Conferences for October 2007 ----------------------------------------------------- Beard Audio Conferences presents three bankruptcy-related audio conferences for October. * The Subprime Sector Meltdown: Legal Developments and Latest Opportunities with Stephen B. Selbst * Partnerships in Bankruptcy: Unwinding the Deal with Alexander M. Laughlin and H. Jason Gold * Using Virtual Data Rooms to Expedite M&A and Insolvency Proceedings with Eric S. Kurtzman and Jonathan A. Carson To register, visit http://www.beardaudioconferences.com * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Oct. 25, 2007 TURNAROUND MANAGEMENT ASSOCIATION LI Turnaround Member Social Davenport Press, Mineola, New York Contact: 631-261-6296 or http://www.turnaround.org/ Oct. 25, 2007 TURNAROUND MANAGEMENT ASSOCIATION Capital Markets Case Study Seattle, Washington Contact: http://www.turnaround.org/ Oct. 25, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Arizona Chapter Meeting Contact: http://www.turnaround.org/ Oct. 26, 2007 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium Hotel Adlon Kempinski, Berlin, Germany Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION Monthly Luncheon, Carolinas Chapter - Topic TBA Sheraton Greensboro Hotel, Greensboro, North Carolina Contact: http://www.turnaround.org/ Oct. 29, 2007 FINANCIAL RESEARCH ASSOCIATES LLC 6th Annual Distressed Debt Summit The 3 West Club, New York, New York Contact: http://www.frallc.com/ Oct. 30, 2007 BEARD AUDIO CONFERENCES Using Virtual Data Rooms to Expedite M&A and Insolvency Proceedings Contact: 240-629-3300; http://www.beardaudioconferences.com/ Oct. 30, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon Centre Club, Tampa, Florida Contact: 561-882-1331; http://www.turnaround.org/ Oct. 30, 2007 TURNAROUND MANAGEMENT ASSOCIATION Crisis Communications With Employees, Vendors and Media Centre Club, Tampa, Florida Contact: http://www.turnaround.org/ Nov. 1, 2007 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS Claims Trading - Issues and Implications New York, New York Contact: http://www.airacira.org/ Nov. 1, 2007 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Event Carnelian Room, San Francisco, California Contact: 510-346-6000 ext 226 or http://www.turnaround.org/ Nov. 1, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Breakfast TBD, Hackensack, New Jersey Contact: 908-575-7333; http://www.turnaround.org/ Nov. 5, 2007 TURNAROUND MANAGEMENT ASSOCIATION 2007 Newsmaker Dinner with Jean Chretien Fairmont Royal York Hotel, Toronto, Ontario Contact: http://www.turnaround.org/ Nov. 7, 2007 TURNAROUND MANAGEMENT ASSOCIATION Lenders Forum Milleridge Cottage, Jericho, New York Contact: http://www.turnaround.org/ Nov. 12, 2007 AMERICAN BANKRUPTCY INSTITUTE Consumer Bankruptcy Conference Marriott, Troy, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 13-14, 2007 TURNAROUND MANAGEMENT ASSOCIATION 6th Annual Distressed Debt Symposium Jumeirah Carlton Tower, London, United Kingdom Contact: http://www.turnaround.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Mixer McCormick & Schmick's, Las Vegas, Nevada Contact: 702-952-2480 or http://www.turnaround.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Aloha Airlines Story Bankers Club, Miami, Florida Contact: http://www.turnaround.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Australia 4th Annual Conference and Gala Dinner Hilton, Sydney, Australia Contact: http://www.turnaround.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Dinner TBA, South Florida Contact: 561-882-1331 or http://www.turnaround.org/ Nov. 15, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Portland Holiday Party University Club, Portland, Oregon Contact: 206-223-5495; http://www.turnaround.org/ Nov. 16, 2007 TURNAROUND MANAGEMENT ASSOCIATION Meeting with Chapter President, Bruce Sim Westin Buckhead, Atlanta, Georgia Contact: http://www.turnaround.org/ Nov. 22, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Mixer TBA, Vancouver, British Columbia Contact: 206-223-5495; http://www.turnaround.org/ Nov. 27, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Real Estate Panel Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ November 26-27, 2006 BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT Fourteenth Annual Conference on Distressed Investing Maximizing Profits in the Distressed Debt Market The Jumeirah Essex House, New York, NY Contact: 800-726-2524; 903-595-3800; http://beardconferences.com/ Nov. 29, 2007 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION Holiday Gala Yale Club, New York, New York Contact: http://www.iwirc.org/ Nov. 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION Special Speaker TBD, New Jersey Contact: 908-575-7333; http://www.turnaround.org/ Nov. 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION Special Speaker Hilton, Sydney, Australia Contact: http://www.turnaround.org/ Nov. 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Arizona Chapter Meeting Contact: http://www.turnaround.org/ Dec. 5, 2007 TURNAROUND MANAGEMENT ASSOCIATION Joint Holiday Networking Event with TMA/CFA TBA, Philadelphia, Pennsylvania Contact: 215-657-5551 or http://www.turnaround.org/ Dec. 6, 2007 TURNAROUND MANAGEMENT ASSOCIATION Seattle Holiday Party Athletic Club, Seattle, Washington Contact: 206-223-5495; http://www.turnaround.org/ Dec. 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/ Dec. 10, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Party Guy Anthony's Restaurant, Merrick, New York Contact: 631-251-6296 or http://www.turnaround.org/ Dec. 13, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Extravaganza - TMA & CFA Georgia Aquarium, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.org/ Dec. 13, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Extravaganza - TMA & CFA Georgia Aquarium, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.org/ Dec. 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South Florida Contact: 561-882-1331; http://www.turnaround.org/ Jan. 10, 2008 TURNAROUND MANAGEMENT ASSOCIATION Luncheon University Club, Jacksonville, Florida Jan. 11, 2008 TURNAROUND MANAGEMENT ASSOCIATION Annual Lenders Panel Westin Buckhead, Atlanta, Georgia Contact: http://www.turnaround.org/ Feb. 7, 2008 TURNAROUND MANAGEMENT ASSOCIATION PowerPlay Philips Arena, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.org/ Feb. 7, 2008 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Event Carnelian Room, San Francisco, California Contact: 510-346-6000 ext 226 or http://www.turnaround.org/ Feb. 14-16, 2008 AMERICAN BANKRUPTCY INSTITUTE 13th Annual Rocky Mountain Bankruptcy Conference Westin Tabor Center, Denver, Colorado Contact: 1-703-739-0800; http://www.abiworld.org/ Feb. 23-26, 2008 NORTON INSTITUTES ON BANKRUPTCY LAW Bankruptcy Litigation Seminar I Park City, Utah Contact: http://www.nortoninstitutes.org/ Feb. 26, 2008 TURNAROUND MANAGEMENT ASSOCIATION Retail Panel Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ Mar. 6-8, 2008 ALI-ABA Fundamentals of Bankruptcy Law Mandalay Bay Resort, Las Vegas, Nevada Contact: http://www.ali-aba.org/ Mar. 25-29, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Ritz Carlton Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Mar. 27-30, 2008 NORTON INSTITUTES ON BANKRUPTCY LAW Bankruptcy Litigation Seminar II Las Vegas, Nevada Contact: http://www.nortoninstitutes.org/ Apr. 3-6, 2008 AMERICAN BANKRUPTCY INSTITUTE 26th Annual Spring Meeting The Renaissance, Washington, District of Columbia Contact: http://www.abiworld.org/ Apr. 25-27, 2008 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Spring Seminar Eldorado Hotel & Spa, Santa Fe, New Mexico Contact: http://www.nabt.com/ May 1-2, 2008 AMERICAN BANKRUPTCY INSTITUTE Debt Symposium Hilton Garden Inn, Champagne/Urbana, Illinois Contact: 1-703-739-0800; http://www.abiworld.org/ June 4-7, 2008 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 24th Annual Bankruptcy & Restructuring Conference J.W. Marriott Spa and Resort, Las Vegas, Nevada 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, Michigan Contact: http://www.abiworld.org/ June 19-21, 2008 ALI-ABA Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy Omni Hotel, San Francisco, California Contact: http://www.ali-aba.org/ June 26-29, 2008 NORTON INSTITUTES ON BANKRUPTCY LAW Western Mountains Bankruptcy Law Seminar Jackson Hole, Wyoming Contact: http://www.nortoninstitutes.org/ July 10-13, 2008 AMERICAN BANKRUPTCY INSTITUTE 16th Annual Northeast Bankruptcy Conference Ocean Edge Resort Brewster, Massachussets Contact: http://www.abiworld.org/events July 31 - Aug. 2, 2008 AMERICAN BANKRUPTCY INSTITUTE 4th Annual Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay Cambridge, Maryland Contact: http://www.abiworld.org/ Aug. 16-19, 2008 AMERICAN BANKRUPTCY INSTITUTE 13th Annual Southeast Bankruptcy Workshop Ritz-Carlton, Amelia Island, Florida Contact: http://www.abiworld.org/ Aug. 20-24, 2008 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Convention Captain Cook, Anchorage, Alaska Contact: http://www.nabt.com/ Sept. 24-27, 2008 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Scottsdale, Arizona Contact: http://www.ncbj.org/ Oct. 28-31, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott New Orleans, Louisiana Contact: 312-578-6900; http://www.turnaround.org/ Dec. 3-5, 2008 AMERICAN BANKRUPTCY INSTITUTE 20th Annual Winter Leadership Conference Westin La Paloma Resort & Spa Tucson, Arizona Contact: http://www.abiworld.org/ May 7-10, 2009 AMERICAN BANKRUPTCY INSTITUTE 27th Annual Spring Meeting Gaylord National Resort & Convention Center National Harbor, Maryland Contact: http://www.abiworld.org/ June 21-24, 2009 INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY & BANKRUPTCY PROFESSIONALS 8th International World Congress TBA Contact: http://www.insol.org/ Sept. 10-12, 2009 AMERICAN BANKRUPTCY INSTITUTE 17th Annual Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nevada Contact: http://www.abiworld.org/ Oct. 5-9, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Desert Ridge, Phoenix, Arizona Contact: 312-578-6900; http://www.turnaround.org/ Dec. 3-5, 2009 AMERICAN BANKRUPTCY INSTITUTE 21st Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 4-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ BEARD AUDIO CONFERENCES 2006 BACPA Library Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com; http://researcharchives.com/t/s?20fa BEARD AUDIO CONFERENCES BAPCPA One Year On: Lessons Learned and Outlook 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 Carve-Out Agreements for Unsecured Creditors 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 Changing Roles & Responsibilities of Creditors' Committees Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES China's New Enterprise Bankruptcy Law Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Clash of the Titans -- Bankruptcy vs. IP Rights Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Coming Changes in Small Business Bankruptcy 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 Deepening Insolvency - Widening Controversy: Current Risks, Latest Decisions Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Diagnosing Problems in Troubled Companies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Claims Trading Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Market Opportunities 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 Employee Benefits and Executive Compensation under the New Code Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Equitable Subordination and Recharacterization 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 Handling Complex Chapter 11 Restructuring Issues 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 High-Yield Opportunities in Distressed Investing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Homestead Exemptions under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Hospitals in Crisis: The Insolvency Crisis Plaguing Hospitals Across the U.S. Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES IP Rights In Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES KERPs and Bonuses under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Non-Traditional Lenders and the Impact of Loan-to-Own Strategies on the Restructuring Process Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Partnerships in Bankruptcy: Unwinding The Deal 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 Real Estate Bankruptcy 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 Second Lien Financings and Intercreditor Agreements Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Surviving the Digital Deluge: Best Practices in E-Discovery and Records Management for Bankruptcy Practitioners and Litigators Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Technology as a Competitive Advantage For Today's Legal Processes Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES The Subprime Sector Meltdown: Legal Developments and Latest Opportunities Contact: 240-629- 3300;http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Twenty-Day Claims Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Using Virtual Data Rooms to Expedite M&A and Insolvency Proceedings 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 When Tenants File -- A Landlord's BAPCPA Survival Guide Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ 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, Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez, Sheena R. Jusay, and Peter A. Chapman, Editors. Copyright 2007. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***