/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/071214.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 14, 2007, Vol. 11, No. 296 Headlines A&J HOLDINGS: Case Summary & Six Largest Unsecured Creditors ACTION SKATE PARKS: Voluntary Chapter 11 Case Summary ADD 1 LLC: Case Summary & Three Largest Unsecured Creditors ADELPHIA: Distributes $311 Million Cash to Allowed Claims Holders ANSONIA CDO: Fitch Places Ratings Under Negative CreditWatch ARCAP 2005-RR5: Fitch Junks Rating on $9.4 Mil. Class N Trust BANC OF AMERICA: Moody's Holds B3 Rating on Class P Certs. BCE INC: S&P Keeps Ratings with Negative CreditWatch BIG A: Seeks Court's Nod to Employ Hudson as GOB Consultant BIG A: Taps Garry A. Jones & Associates as Accountant BIG A Drug: Selects Patrick Rettig as Chief Restructuring Officer BREK ENERGY: Shareholders Approve Merger with Gasco Energy Unit BRUMMITT INSTALLATIONS: Case Summary & 18 Largest Unsec. Creditors C AND C: Court Asks U.S. Trustee to Withdraw Conversion Plea C AND C: Files Chapter 11 Reorganizational Plan in Mississippi C AND C: Disclosure Statement Hearing Scheduled for January 15 CALYPTE BIOMED: Sept. 30 Balance Sheet Upside-Down by $8.2 Million CARBONE PROPERTIES: Voluntary Chapter 11 Case Summary CENTRAL ILLINOIS ENERGY: Voluntary Chapter 11 Case Summary CINEMARK HOLDINGS: S&P Holds 'B' Rating and Removes Pos. Watch CITY OF KLAMATH: Fitch Withdraws 'B-' Rating on Revenue Bonds CLAYMONT STEEL: Selling Stake to Evraz Unit for $564.8 Million CLEAR CHANNEL: Extends Merger Termination Date Until June 12 COAST RANGE BREWING: Case Summary & 20 Largest Unsecured Creditors COMIC BOOK MOVIES: Case Summary & 16 Largest Unsecured Creditors CULLIGAN INT'L: Weak Performance Cues Moody's to Cut Ratings DANA CORP: Wants to Sell Cape Girardeau Property for $2.8 Million DANA CORP: Wants to Sell Stateville Property for $9.6 Million DELHI CORP: Court Approves Equity Purchase & Commitment Agreement DELI STARS: Case Summary & 20 Largest Unsecured Creditors DELPHI CORP: Court Approves Modified Disclosure Statement DELPHI CORP: Court Sets Plan Confirmation Hearing on January 17 DELTA FUNDING: S&P Assigns Default Rating on Class M-2 Certs. DISTRICT OF COLUMBIA: S&P Lowers Rating on $2.2MM Bonds to B DYSERBURG HEALTHCARE: Files Voluntary Chapter 11 Case Summary EASTON-BELL: Higher Leverage Cues S&P to Cut Rating to B FAWCETT BOAT: Case Summary & 20 Largest Unsecured Creditors FIG: Shuts Down Stores; Mulls Bankruptcy Filing FINISAR CORP: Posts $9.8 Mil. Net Loss in 2007 Second Quarter FORD MOTOR: Russian Authorities Ban Pickets G-FORCE 2005-RR2: Accelerated Losses Cue Fitch's Neg. Watch GUARDIAN TECH: Sept. 30 Balance Sheet Upside-Down by $8.8 Million INPHONIC INC: Court Okays $2.3 Million DIP Financing from Versa INTERSTATE BAKERIES: Teamsters & Yucaipa Presents Bid for IBC JETBLUE AIRWAYS: Sells 19% Stake to Lufthansa for $300 Million JOHNNY CRAWFORD: Case Summary & 12 Largest Unsecured Creditors JP MORGAN: Moody's Junks Rating on Class P Certificates JTG SCAFFOLDING: Case Summary & 20 Largest Unsecured Creditors KENDLE INTERNATIONAL: S&P Revises Outlook to Pos. from Stable KENNETH KING: Voluntary Chapter 11 Case Summary KITTY HAWK: Hires Two Auctioneers to Sell Equipment KNIGHT INC: $5.3MM Myria Deal Cues Moody's Positive Outlook KNIGHT INC: MidCon Sale Cues Fitch's Positive Watch KNIGHTSBRIDGE CLO: S&P Assigns 'BB' Rating on $22 Million Notes LAND O'LAKES: Good Performance Cues S&P to Lift Rating to BB LB-UBS: Moody's Affirms Ratings on 23 Classes LEBARON DRYWALL: Files Chapter 11 Plan of Reorganization LEBARON DRYWALL: Court Extends Plan Solicitation Period to March 1 LEHMAN BROTHERS: Moody's Holds B3 Rating on $3 Mil. Certificates LEVITZ FURNITURE: Gets Final Court Nod to Hire Asset Disposition MACOMB COUNTY: Stronger Balance Sheet Cues S&P to Lift Rating MANSFIELD TRUST: Fitch Affirms 'B+' Rating on $3.3 Million Certs. MEDCOM USA: Sept. 30 Balance Sheet Upside-Down by $5.5 Million MEDICOR LTD: Seeks Court OK to Increase DIP Loan by $2.8 Million MICRO COMPONENT: Sept. 29 Balance Sheet Upside-Down by $5.5 Mil. MONTROSE HARBOR: Poor Credit Quality Cues Moody's Downgrades MT. ZION BAPTIST: Case Summary & Five Largest Unsecured Creditors MYSTIC POINT: S&P Places Ratings Under Negative CreditWatch NATIONSLINK FUNDING: Fitch Junks Rating on $25.5MM Class H Certs. NCO GROUP: Inks $325MM Buyout Deal with Outsourcing Solutions NCO GROUP: S&P Places 'B+' Rating Under Developing CreditWatch NEXIA HOLDINGS: Selling Landis Salon for $3 Mil. of Conv. Note NICHOLS BROTHERS: Commences BuyOut Negotiations with Ice Floe NICHOLS BROTHERS: Gets Interim OK to Hire Kirkpatrick as Counsel NICHOLS BROTHERS: Section 341(a) Meeting Slated for December 18 NORTHWESTERN CORP: Sustained Credit Metrics Cue Moody's Review OLLANIK CONSTRUCTION: Case Summary & 21 Largest Creditors ON SEMICONDUCTOR: To Acquire AMIS Holdings for $915 Million OTTIMO FUNDING: Moody's Withdraws Ratings on Liquidity Notes PANTRY INC: Weak Performance Prompts S&P to Lower Ratings POPE & TALBOT: B.C. Supreme Court Approves Sale of Surplus Lands POPE & TALBOT: Court Approves Bidding Procedures for Pulp Business POPE & TALBOT: Remaining Wood Products Sale Procedures Approved PQ CORP: Carlyle Group Deal Cues S&P to Withdraw 'B+' Rating PRIVA INC: Creditors Approve Proposal Filed Under BIA RADNOR HOLDINGS: U.S. Trustee Disbands Unsecured Creditors Panel RESIDENTIAL CAPITAL: Defers Tender Offer of Notes to December 19 SATCON TECH: Posts $2.6 Million Net Loss in Third Quarter SCO GROUP: Can Hire Boies Schiller as Special Litigation Counsel SECURITIZED ASSET: Fitch Rates $11.4 Million Class B-4 at BB+ SG MORTGAGE: Moody's Lowers Rating on Cl. M-8 to B1 from Baa2 SHELDON-LAGUNA PROPERTIES: Voluntary Chapter 11 Case Summary SIERRA NEVADA: Case Summary & Five Largest Unsecured Creditors SPECIALITY UNDERWRITING: Moody's Lowers Ratings on 16 Tranches ST LOUIS INDUSTRIAL: Moody's Holds Junk Rating on $98MM Bonds SUPERCONDUCTOR TECH: Posts $2.0 Million Net Loss in Third Quarter TD AMERITRADE: S&P Holds BB Rating and Revises Outlook to Positive TRANS ENERGY: Sept. 30 Balance Sheet Upside-Down by $49,704 TRC HOLDINGS: Asks Court to Fix Feb. 4 as Admin. Claims Bar Date UNIFI INC: Ongoing Uncertainty Cues Moody's to Lower Ratings US SHIPPING: Moody's Junks Ratings with Stable Outlook VALENCE TECH: Sept. 30 Balance Sheet Upside-Down by $69.5 Million VALLEY HEALTH: Case Summary & 20 Largest Unsecured Creditors VERTICAL ABS: S&P Junks Ratings on Seven Note Classes VESCOR DEVELOPMENT: Court Approves Pachulski Stang as Co-Counsel VESCOR DEVELOPMENT: Section 341(a) Meeting Moved to January 30 WASHINGTON MUTUAL: Realized Losses Cue Moody's to Hold Ratings WYLE HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating * Fitch Says US Drug Retailers Will Remain Strong in 2008 * Fitch Says US Utilities Will Have Stable Outlook for 2008 * Fitch Says Weak Governance Can Cripple A Company's Viability * S&P Lowers Ratings on 28 US Synthetic CDO Tranches * BOOK REVIEW: Inside Investment Banking: Second Edition ********* A&J HOLDINGS: Case Summary & Six Largest Unsecured Creditors ------------------------------------------------------------ Debtor: A.&J. Holdings, L.L.C. dba I-5 Fuel Stop 118 U.S. Highway 12 Chehalis, WA 98532 Bankruptcy Case No.: 07-44311 Type of Business: The Debtor owns and manages a gas station, a convenience store and a campground. Chapter 11 Petition Date: December 13, 2007 Court: Western District of Washington (Tacoma) Judge: Paul B. Snyder Debtor's Counsel: William L. Beecher, Esq. Beecher & Conniff 732 Pacific Avenue Tacoma, WA 98402 Tel: (253) 627-0132 Fax: (253) 572-3427 Total Assets: $1,761,943 Total Debts: $1,155,103 Debtor's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Albina Automate Fueling oil and gas $64,000 801 Main Street supplier Vancouver, WA 98660 Department of Revenue sales tax, $12,000 P.O. Box 34054 estimated Seattle, WA 98124-1054 Wesco Oil oil and gas $7,900 2929 Northwest 29th Avenue supplied Portland, OR 97210 I.R.S. Special Procedures possible 941 $2,500 taxes Employment Security estimated $1,000 Department of Labor & L.&I. Premiums, $1,000 Industries Estimated ACTION SKATE PARKS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Action Skate Parks, Inc. dba Woodward Skateparks 3875 Johns Creek Parkway Suwanee, GA 30024 Bankruptcy Case No.: 07-22637 Type of Business: The Debtor owns and operates skating rinks. Chapter 11 Petition Date: December 13, 2007 Court: Northern District of Georgia (Gainesville) Judge: Robert Brizendine Debtor's Counsel: Scott B. Riddle, Esq. Suite 2800 Tower Place 3340 Peachtree Road, Northeast Atlanta, GA 30326 Tel: (404) 815-0164 Fax: (404) 815-0165 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its largest unsecured creditors. ADD 1 LLC: Case Summary & Three Largest Unsecured Creditors ----------------------------------------------------------- Debtor: A.D.D. 1, L.L.C. 23 Central Street Andover, MA 01810 Bankruptcy Case No.: 07-44328 Chapter 11 Petition Date: December 12, 2007 Court: District of Massachusetts (Worcester) Judge: Joel B. Rosenthal Debtor's Counsel: Jon H. Kurland, Esq. Kurland & Grossman, P.C., 139 Billerica Road Chelmsford, MA 01824 Tel: (978) 256-2660 Total Assets: $6,516,300 Total Debts: $5,715,841 Debtor's Three Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Anthony D. DiNapoli $500,000 65 Central Street Andover, MA 01810 Citi Group $100,000 North East Region 909 Third Avenue, 18th Floor New York, NY 10022 Meredith & Grew $70,952 160 Federal Street Boston, MA 02110 ADELPHIA: Distributes $311 Million Cash to Allowed Claims Holders ----------------------------------------------------------------- Adelphia Communications Corp. disclosed that it has made subsequent distributions of $311 million in cash and 1,714,365 shares of TWC Class A Common Stock to holders of Allowed Claims against the parent Adelphia Communications Corp. pursuant to the ACOM Debtors' First Modified Fifth Amended Joint Chapter 11 Plan of Reorganization, dated as of January 3, 2007, as confirmed. The 1,714,365 shares of TWC Class A Common Stock to be distributed have a "Deemed Value" under the Plan of $65 million and a fair market value as of Dec. 6, 2007, of $45 million. A chart summarizing the distribution of cash and shares of TWC Class A Common Stock to be made to classes of ACC Claims is available in the Important Documents section of the company's Web site at http://www.adelphiarestructuring.com/ The chart does not reflect additional distributions that may be made over time as a result of the release of escrows, reserves and holdbacks. The amount and timing of such distributions as a result of the release of escrows, reserves and holdbacks are subject to the terms and conditions of the Plan and numerous other conditions and uncertainties, many of which are outside the control of ACOM and its subsidiaries. Pursuant to a Nov. 2, 2007 order of the U.S. Bankruptcy Court for the Southern District of New York, the Depository Trust Company's use of its standard distribution procedures in connection with this distribution on account of cancelled ACOM securities will be deemed in compliance with the Plan. The order further provides that as of the close of business on Dec. 17, 2007, DTC may no longer recognize any changes in beneficial ownership of the right to receive distributions under the Plan. The order also provides that the company has retained the right to, in effect, withdraw the restriction prior to Dec. 17, 2007, if it determines that restriction is no longer necessary. Creditor inquiries regarding distributions under the Plan should be directed to creditor.inquiries@adelphia.com/ About Adelphia Comms Based in Coudersport, Pennsylvania, Adelphia Communications Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable television company. Adelphia serves customers in 30 states and Puerto Rico, and offers analog and digital video services, Internet access and other advanced services over its broadband networks. The company and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represents the Debtors in their restructuring efforts. PricewaterhouseCoopers serves as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas Manged Entities, are entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision LLC. The RME Debtors filed for chapter 11 protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642). Their cases are jointly administered under Adelphia Communications and its debtor-affiliates' chapter 11 cases. The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007. That plan became effective on Feb. 13, 2007. (Adelphia Bankruptcy News, Issue No. 181; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ANSONIA CDO: Fitch Places Ratings Under Negative CreditWatch ------------------------------------------------------------ Fitch has placed these classes of Ansonia CDO 2006-1 Ltd. and Ansonia CDO 2006-1 LLC, (Ansonia CDO 2006-1) on Rating Watch Negative: -- $18.151 million Class E 6.163% Notes 'A-'; -- $24.201 million Class F 6.755% Notes 'BBB+'; -- $30.252 million Class G 7.149% Notes 'BBB'; -- $26.218 million Class H 7.445% Notes 'BBB-'; -- $48.403 million Class J Floating Rate Notes 'BBB-'; -- $43.361 million Class K 3.15% Notes 'BB+'; -- $23.193 million Class L 3.15% Notes 'BB'; -- $14.117 million Class M 3.15% Notes 'BB-'; -- $22.184 million Class N 1.25% Notes 'B+'; -- $18.151 million Class O 1.25% Notes 'B'; -- $13.109 million Class P 1.25% Notes 'B-'; -- $12.100 million Class Q 1.00% Notes 'CCC+'; -- $10.084 million Class S 1.00% Notes 'CCC'; -- $8.067 million Class T 1.00% Notes 'CCC-'. The classes of this transaction, which is categorized as a first loss collateralized debt obligation, have been placed on Rating Watch Negative due to the projected losses based on an analysis of loans in special servicing. The collateral for this first loss CDO consists of a high concentration of tranches with the least seniority within a CMBS transaction and, as such, the tranches are the first to absorb losses. According to the trustee, as of Nov. 23, 2007, the trust has experienced $4.5 million in losses to date (0.5% of the original trust collateral). Of the underlying collateral, $202.3 million is in special servicing. The Rating Watch Negative status will be resolved within 90 days in conjunction with a discussion with the asset manager regarding its expectation of projected loss. ARCAP 2005-RR5: Fitch Junks Rating on $9.4 Mil. Class N Trust ------------------------------------------------------------- Fitch has placed these classes of ARCap 2005-RR5 Resecuritization Inc. on Rating Watch Negative: -- $9.4 million Class F 'BBB'; -- $9.4 million Class G 'BBB-'; -- $15.7 million Class H 'BB+'; -- $6.3 million Class J 'BB'; -- $9.4 million Class K 'BB-'; -- $9.4 million Class L 'B'; -- $9.4 million Class M 'B-'/DR1; -- $9.4 million Class N 'CCC'/DR3. The classes of this transaction, which is categorized as a first loss ReREMIC, have been placed on Rating Watch Negative due to the accelerated pace of losses and projected losses based on an analysis of loans in special servicing. The collateral for this first loss ReREMIC consists of a high concentration of tranches with the least seniority within a CMBS transaction and, as such, the tranches are the first to absorb losses. According to the trustee, as of Nov. 26, 2007, the trust has experienced $88.3 million in losses to date (28.2% of the original trust collateral). Of the underlying collateral, $118.1 million is currently 60 days or more delinquent. The Rating Watch Negative status will be resolved within 90 days in conjunction with a discussion with the asset manager regarding its expectation of projected loss. Centerline Capital Group owns all the classes which are being placed on Rating Watch Negative. BANC OF AMERICA: Moody's Holds B3 Rating on Class P Certs. ---------------------------------------------------------- Moody's Investors Service affirmed the ratings of Banc of America Commercial Mortgage Inc., Commercial Pass-Through Certificates, Series 2006-1 as: -- Class A-1, $65,825,934, affirmed at Aaa -- Class A-IA, $353,311,303, affirmed at Aaa -- Class A-2, $84,400,000, affirmed at Aaa -- Class A-3A, $130,100,000, affirmed at Aaa -- Class A-3B, $25,000,000, affirmed at Aaa -- Class A-4, $616,500,000, affirmed at Aaa -- Class A-M, $203,766,000, affirmed at Aaa -- Class A-J, $142,637,000, affirmed at Aaa -- Class A-SBFL, $133,468,000, affirmed at Aaa -- Class XP, Notional, affirmed at Aaa -- Class XC, Notional, affirmed at Aaa -- Class B, $20,377,000, affirmed at Aa1 -- Class C, $22,924,000, affirmed at Aa2 -- Class D, $20,376,000, affirmed at Aa3 -- Class E, $35,659,000, affirmed at A2 -- Class F, $20,377,000, affirmed at A3 -- Class G, $25,471,000, affirmed at Baa1 -- Class H, $22,924,000, affirmed at Baa2 -- Class J, $28,018,000, affirmed at Baa3 -- Class K, $7,641,000, affirmed at Ba1 -- Class L, $10,188,000, affirmed at Ba2 -- Class M, $7,641,000, affirmed at Ba3 -- Class N, $2,547,000, affirmed at B1 -- Class O, $ 5,095,000, affirmed at B2 -- Class P, $7,641,000, affirmed at B3 As of the November 13, 2007 distribution date, the transaction's aggregate certificate balance has decreased by less than 1.0% to $2.02 billion from $2.04 billion at securitization. The Certificates are collateralized by 192 loans, ranging in size from less than 1.0% to 7.3% of the pool, with the top 10 loans representing 34.8% of the pool. Two loans, representing 10.0% of the pool, are shadow rated loans. The pool has not experienced any losses to date and currently there are no loans in special servicing. Seventeen loans, representing 4.8% of the pool, are on the master servicer's watchlist. Moody's was provided with year-end 2006 operating results for 91.3% of the pool. Moody's weighted average loan to value ratio for the conduit component is 103.7%, compared to 102.7% at securitization, resulting in an affirmation of all classes. The largest shadow rated loan is Kindercare Portfolio Loan ($147.1 million -- 7.3%) which is a pari passu interest in a $648.8 million first mortgage loan. The loan is secured by 713 childcare facilities located in 37 states. The largest state concentration is California, with 12.0% of the pool. Moody's current shadow rating is A3, the same as at securitization. The second shadow rated loan is the Torre Mayor Loan ($54.3 million -- 2.7%), which is secured by a 800,000 square foot Class A office building located downtown Mexico City, Mexico. The property was 98.9% leased as of Jan. 2007, compared to 79.8% at securitization. Moody's current shadow rating is Aa3 -- (global local currency rating)/Baa1 (global foreign currency rating), the same as at securitization. The top three conduit loans represent 14.7% of the pool. The largest loan is the Desert Passage Loan ($131.9 million -- 6.5%), which is a pari passu interest in a $395.7 million first mortgage loan. The loan is secured by a 500,000 square foot specialty retail and entertainment center located on the ground level of the Planet Hollywood Resort and Casino in Las Vegas, Nevada. The property was 95.0% leased as of June 2007, compared to 98.6% at securitization. Moody's LTV is 104.0%, the same as at securitization. The second conduit largest loan is the Waterfront at Port Chester Loan ($110.0 million -- 5.5%), which is secured by a 295,000 square foot retail center located in Port Chester (Westchester County), New York. The center was built in 2005 and has maintained 100.0% occupancy since securitization. Major tenants include Stop and Shop, Loews Cinema, Bed Bath & Beyond and Marshall's. Operating expenses have been higher than projected at securitization, resulting in a lower net operating income than anticipated. Moody's LTV is 117.0% compared to 103.1% at securitization. The third conduit largest loan is the Fairmont Sonoma Mission Inn & Spa Loan ($55.0 million -- 2.7%), which is secured by a 266 room full service hotel located in Sonoma, California. Occupancy and RevPar for full year 2006 was 76.7% and $234.56, respectively, compared to 69.4% and $202.27 at securitization. Moody's LTV is 94.5%, compared to 104.7% at securitization. BCE INC: S&P Keeps Ratings with Negative CreditWatch ---------------------------------------------------- Standard & Poor's Ratings Services kept its ratings on Montreal- based BCE Inc. and its related entities on CreditWatch with negative implications, pending the completion of the company's leveraged buyout by a consortium of private equity investors led by Toronto-based Teachers Private Capital as announced on June 30, 2007. As a result of the proposed LBO, S&P expect reported debt to increase to about CDN$37 billion from about CDN$10 billion at Sept. 30, 2007. S&P originally placed the ratings on CreditWatch April 17, 2007. Subsequently, S&P lowered the ratings on BCE and its wholly owned subsidiaries to 'BB-' from 'A-' and kept them on CreditWatch Sept. 24, 2007. This was an interim step, following BCE's Sept. 21, announcement that its shareholders had approved the company's CDN$52 billion LBO. Once S&P review the proposed capital structure, and the financial and operating strategies of the new owners, S&P could remove the ratings from CreditWatch and affirm, or lower the ratings further. The deal should close by the end of first-quarter 2008, following certain regulatory approvals and a final order by the Superior Court of Quebec approving the plan of arrangement (which is being contested by certain BCE and Bell Canada bondholders). On Sept. 21, BCE announced the Canadian Competition Bureau had cleared the proposed acquisition. "On a pro forma basis, the company will have a highly leveraged capital structure, weakened credit measures, and significantly reduced cash flow-generating capability owing to a dramatic increase in debt and the associated heavy interest burden," said Standard & Poor's credit analyst Madhav Hari. After a preliminary analysis of the public terms of the proposed transaction, S&P estimate that BCE's pro forma adjusted debt leverage will be high for the ratings, at a little less than 7x based on S&P's forecast of 2007 adjusted EBITDA. EBITDA interest coverage will be about 2x, and free operating cash flow to total debt will be in the low single digits. "Nevertheless, as a result of Bell Canada's strong business risk profile supported by its meaningful market position in a broad range of telecommunication services in Canada, and given our expectations of modestly improving operating performance, we believe the company can support higher-than-typical leverage for the ratings," Mr. Hari added. Standard & Poor's will aim to resolve the CreditWatch status shortly after the acquisition is complete, following a detailed review of certain aspects of the business and financial strategy under the new ownership. In particular, we will focus on BCE/Bell Canada's ultimate capital structure; changes to its operating strategy; the sponsor's new financial policy, including its dividend distribution policy and de-leveraging plans; and any potential change to the company's asset base. BIG A: Seeks Court's Nod to Employ Hudson as GOB Consultant ----------------------------------------------------------- Big A Drugstores Inc. asks the United States Bankruptcy Court for the Central District of California for authority to employ Hudson Capital Partners LLC as its Going out of Business Consultant. Hudson Capital is expected to provide consulting services to manage and to dispose of the Debtor's inventory and the furniture, fixtures and equipment in a going out of business sale to be held at the Debtor's 19 stores. Additionally, Hudson will: -- provide up to five full-time supervisors to conduct the sale; -- provide oversight of the liquidation of inventory; -- recommend and implement point of purchase, point of sale and external advertising to sell the inventory; -- determine appropriate pricing and discounting; -- determine appropriate staffing levels of the stores and incentive bonuses for store employees; and -- direct the sale of furnitures, fixtures and equipment. Consulting Pact As reported in the Troubled Company Reporter on Dec. 13, 2007, the Court had approved the request of the Debtor to enter into a going out of business consulting agreement with Hudson Capital Partners LLC. Under the GOB proposal, Hudson was to provide consulting services to the Debtor to manage and to dispose of the inventory and the furniture, fixtures and equipment in the context of a going out of business sale, to be conducted at the Debtor's remaining 19 stores. As compensation for its sevices, Hudson will receive from the Debtor $2,675 weekly during the sale term for each of the five full-time supervisors to be provided by it to conduct the sale, and the Debtor was to pay travel costs and to pay bonuses to the supervisors in an amount not to exceed $22,500 in whole. Actual expenses for payroll, advertising and other selling expenses shall be in accordance with a budget, which can only be exceeded with the Debtor's prior consent. Expenses over the budgeted amounts shall be offset from Hudson's fees. Hudson shall be paid $10,000 weekly as its base fee. If the recovery exceeds 45% of the retail value of the inventory, Hudson shall be paid an additional consulting fee of $1.96% of the gross sales less 50% of Hudson's base fees. At a hearing held Dec. 5, 2007, however, the Court requested that the Debtor file a separate application seeking to employ Hudson, hence this request. About Big A Drug Stores Headquartered in South Gate, California, Big A Drug Stores Inc. -- http://www.bigadrug.com/-- operates a chain of 21 retail drug stores, located throughout California. The company's stores offer full service pharmacies and over-the-counter drugs, cigarettes, optical products, liquor, general merchandise, groceries, beer and wine, and beverages. The company filed for Chapter 11 protection on Nov. 19, 2007 (Bankr. C.D. Calif. Case No. 07-20699). Steven R. Fox, Esq., of Encino, California, is the Debtor's proposed lead counsel. As of Nov. 18, 2007, the Debtor listed total assets of $18,788,648 and total debts of $54,424,646. BIG A: Taps Garry A. Jones & Associates as Accountant ----------------------------------------------------- Big A Drugstores Inc. asks permission from the United States Bankruptcy Court for the Central District of California to employ Garry A. Jones and Associates CPAs as its accountant. The Debtor selected Garry A. Jones and Associates because of the firm's experience in accountancy matters and because the firm is well qualified to provide the accounting related services required by applicant. As accountant, Garry A. Jones and Associates will: a) review applicant's financial status and determine those accounting and financial changes which are appropriate and necessary; b) review applicant's financial records and assist counsel in determining what avoidance actions, if any, should be brought against insiders and others for the benefit of the estate; c) handle audits and take steps necessary to reduce the estate's liabilities; d) prepare the applicant's tax returns as they come due, and to respond to any additional audits; and d) render other accountancy services for applicant for which the services of an accountant may be necessary during the pendency of the case. Garry A. Jones, the principal in Garry A. Jones and Associates assures the Court that his firm does not represent any interest adverse to the Debtor or the Debtor's estate, and that his firm is a "disinterested person" as that term is defined under Sec. 101(14) of the Bankruptcy Code. As compensation for its services, Garry A. Jones and Associates bill: Professional Designation Hourly Rate ----------- ----------- ----------- Garry A. Jones Principal $225 LS Ross Sr. Accountant $130 N. Villalta Staff $95 K. Habeger Staff $90 Unnamed Administration $70 Garry A. Jones and Associates was paid a $40,000 retainer the entire amount of which was earned prepetition. Headquartered in South Gate, California, Big A Drug Stores Inc. -- http://www.bigadrug.com/-- operates a chain of 21 retail drug stores, located throughout California. The company's stores offer full service pharmacies and over-the-counter drugs, cigarettes, optical products, liquor, general merchandise, groceries, beer and wine, and beverages. The company filed for Chapter 11 protection on Nov. 19, 2007 (Bankr. C.D. Calif. Case No. 07-20699). Steven R. Fox, Esq., of Encino, California, is the Debtor's proposed lead counsel. As of Nov. 18, 2007, the Debtor listed total assets of $18,788,648 and total debts of $54,424,646. BIG A Drug: Selects Patrick Rettig as Chief Restructuring Officer ----------------------------------------------------------------- Big A Drugstores Inc. asks the United States Bankruptcy Court for the Central District of California for authority to employ Patrick Rettig Corp. as its chief restructuring officer. Rettig will: a) oversee the Debtor's business, administrative and financial operations; b) work with PNC's turnaround firm, RAS Management, and with the proposed liquidator of inventory and other assets and with the proposed liquidator of the leasehold interests; and c) coordinate with the proposed chapter 11 counsel to handle those duties that debtors normally have in chapter 11 cases. Patrick Rettig, the principal in Patrick Rettig Corp., assures the Court that his firm does not represent any interest adverse to the Debtor or the Debtor's estate and is a "disinterested person" as that term is defined under Sec. 101(14) of the Bankruptcy Code. As compensation for its services, Rettig will receive $35,000 monthly payable in equal portions on the 1st and 15th of each month. Prior to bankruptcy filing, Rettig was paid $17,500 on or about October 1st and 15th and November 1st and 15th. Debtor also requests for autority to compensate Rettig bi-monthly without the need for any application for compensation later in the case. Headquartered in South Gate, California, Big A Drug Stores Inc. -- http://www.bigadrug.com/-- operates a chain of 21 retail drug stores, located throughout California. The company's stores offer full service pharmacies and over-the-counter drugs, cigarettes, optical products, liquor, general merchandise, groceries, beer and wine, and beverages. The company filed for Chapter 11 protection on Nov. 19, 2007 (Bankr. C.D. Calif. Case No. 07-20699). Steven R. Fox, Esq., of Encino, California, is the Debtor's proposed lead counsel. As of Nov. 18, 2007, the Debtor listed total assets of $18,788,648 and total debts of $54,424,646. BREK ENERGY: Shareholders Approve Merger with Gasco Energy Unit --------------------------------------------------------------- Brek Energy Corporation shareholders have approved the proposed merger of Gasco Acquisition Inc., a subsidiary of Gasco Energy Inc., with and into Brek in a meeting held in Los Angeles, California. Over 76.1% of the outstanding common shares voted in favor of the merger. Approximately 76.2% of Brek Energy's outstanding common stock was represented at the meeting. Both companies entered into the agreement and plan of merger on Sept. 20, 2006, and was amended on Jan. 31, 2007, May 29, 2007 and Oct. 22, 2007. Brek Energy and Gasco Energy, Inc. anticipate closing the transaction today, Dec. 14, 2007. About Gasco Energy Headquartered in Denver, Colorado, Gasco Energy Inc. -- http://www.gascoenergy.com/-- is a natural gas and petroleum exploitation and development company engaged in locating and developing hydrocarbons resources in the Rocky Mountain region. About Brek Energy Headquartered in Newport Beach, California, Brek Energy Corporation (Other OTC: BREK.PK) -- http://www.brekenergy.com/ -- through its subsidiaries, acquires, operates, and develops unconventional hydrocarbon prospects primarily in the Rocky Mountain region of the U.S. It acquires leasehold interests in petroleum and natural gas rights, either directly or indirectly. Going Concern Doubt Mendoza Berger & Company LLP expressed substantial doubt about Brek Energy Corporation's ability to continue as a going concern after auditing the company's financial statements for the years ended Dec. 31, 2006, and 2005. Mendoza Berger pointed to the company's recurring operating losses and accumulated deficit. As reported in the Troubled Company Reporter on Dec. 11, 2007, Brek Energy Corp. reported a net loss of $265,773 on revenue of $45,145 for the third quarter ended Sept. 30, 2007, compared with a net loss of $229,161 on revenue of $83,242 for the third quarter ended Sept. 30, 2006. BRUMMITT INSTALLATIONS: Case Summary & 18 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Brummitt Installations Inc. 10346 Dwights Road Clermont, FL 34714 Tel: (352) 242-9384 Bankruptcy Case No.: 07-06486 Type of Business: The Debtor is engaged in water, sewer, pipeline, and communications & power line construction. Chapter 11 Petition Date: December 13, 2007 Court: Middle District of Florida (Orlando) Debtor's Counsel: William M. Reed, Esq. Reed & Archer, L.L.C. P.O. Box 120280 Clermont, FL 34712 Tel: (352) 394-1194 Fax: (352) 242-3886 Total Assets: $1,213,338 Total Debts: $853,334 Debtor's 18 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Citizen Auto Finance value of collateral: $190,068 P.O. Box 42002 $180,000 Providence, RI 02940-2002 Navistar Financial Corp. value of collateral: $71,000 P.O. Box 4024 $51,177 Schaumburg, IL 60168-4024 SunTrust value of collateral: $52,580 P.O. Box 7130 $18,475 Pasadena, CA 91109-7130 Bank of America $44,744 Capital One $47,050 Wright Express Fleet $20,680 Wells Fargo $20,253 John Deere Credit $12,425 Vermeer Southeast $5,967 Ditch Witch $5,138 Florida Directional $4,141 A.T.&T. $3,938 Sunbelt Rentals, Inc. $2,249 Sprint Cellular $1,111 A.T.&T. $1,095 Toney Drilling Supplies $1,053 Dunn & Bradstreet $679 R.C. Dunn Oil Co. $627 C AND C: Court Asks U.S. Trustee to Withdraw Conversion Plea ------------------------------------------------------------ The Hon. Edward Ellington of the U.S. Bankruptcy Court for the Southern District of Mississippi ordered the U.S. Trustee for Region 5 to withrdaw its request to convert C and C Properties Inc.'s Chapter 11 case into a Chapter 7 liquidation proceeding or, to the extent possible, dismiss its case. The order was made by the Court following the Debtor's plan filing. As reported in the Troubled Company Reporter on Nov. 22, 2007, pursuant to Section 1112(b) of the Bankruptcy Code, the U.S. Trustee sought conversion of the Debtor's case, noting, among others, the Debtor's: a) failure to file a disclosure statement, or to file or confirm a plan, within the time fixed by the Bankruptcy Code or by order of the Court; and b) failure to pay any fees or charges required under Chapter 123 of the title 28. Based in Union, Mississippi, C and C Properties, Inc. develops real estate properties. The company filed for Chapter 11 protection on January 24, 2007 (Bankr. S.D. Miss. Case No. 07-50082). Jeffery Kyle Tyree, Esq. and Melanie T. Vardaman, Esq., at Harris Jernigan & Geno, PPLC, represent the Debtor in its restructuring efforts. The U.S.Trustee for Region 5 has not appointed an Committee of Unsecured Creditors in the Debtor's bankruptcy proceedings. In its schedules filed with the Court, the Debtor disclosed total assets of $12,500,000 and total debts of $10,016,965. C AND C: Files Chapter 11 Reorganizational Plan in Mississippi -------------------------------------------------------------- C and C Properties Inc. and its debtor-affiliates filed with the United States Bankruptcy Court for the Southern District of Mississippi a Joint Disclosure Statement describing their Joint Chapter 11 Plan of Reorganization. The Debtors' Plan contemplates the liquidation of their assets, including the sale of four convenience stores and some of their affiliates' assets. The Debtors have escrowed the sale proceeds and will distribute to their valid creditors. Treatment of Claims Under the Plan, all administrative claims filed against the Debtors will be paid in full. Construction Liens Claim of Commercial Construction and Maintenance, totaling $38,419, will be paid in full on the plan's confirmation date. General Unsecured Claims will also be paid in full after the Court enter an order confirming the Debtors' joint plan. Equity security holders of the Debtors, COC Holdings Inc. and Robert W. Carleton III, will have their ownership interest extinguished in accordance with the terms and provision of the proposed joint plan. Harold G. Carleton and Robert W. Carleton Jr. have been classified as insiders of the Debtors. Robert Carleton III, Harold Carleton and R. W. Carleton Jr., will be entitled to receive a pro rata share, to the extent possible, from the remaining proceeds after all valid claims have been paid. Secured Claims Professional Convenience Services Inc. and GOC Ltd. will be resolved pursuant to the terms and provisions of a motion for authority to settle and compromise disputed claim which is pending at the Court. If approved, the motion will be incorporated into the Debtors' joint disclosure statement and proposed plan. Citizens Bank of Philadelphia's claim has been satisfied in accordance with the sale of the Debtors' assets. Madison County Bank will be paid from the sale and liquidation of the M&K Convenience Store. The remaining balance of the Madison County's secured claim approximately $192,000 is secured by a certain property owned by the Debtors. Accordingly, the Debtors will transfer that certain property to Robert Carleton III who will assume the indebtedness with the bank. The Debtors say that New County Bank's secured claim comprised of a 2003 Ford F-350 truck that has a balance due of $7,878 and a $71,007 loan secured by certain convenience store equipment. Under the Plan, the Debtors will continue to pay monthly installments on the Ford truck and will seek a purchaser for the collateral to liquidate in order to pay the balance in full due to Newton County. At the Debtors' discretion, the loan will be paid in full, either, monthly or lump sum payment, if no purchaser is secured. The Debtors further say that Newton County will entitled to receive approximately $52,000 from the sale of that certain convenience store equipment. A portion of Ford Motor Credit Company's secured claims have been paid in accordance with the Court order issued Oct. 22, 2007, on Ford Motor's request to compel assumption or rejection of the executory lease contract and releif from automatice stay. Priority Claims Mississippi State Tax Commission holds a $32,000 claim in the Debtors' case for December and January petroleum taxes. MTSC has a $631,727 proof of claim, which appears to duplicate the petroleum taxes due, according to the Debtors. Additionally, MSTC has filed a $20,980 claim for sales tax against the Debtors. The Debtors tells the Court that they will object to these claims if the Debtors and MSTC cannot reach an agreement as to the proper amount of MSTC's asserted claims. Internal Revenue Service's claims will be paid in full on the plan confirmation date. The Debtors say that Majority of the Ad Valorem Tax Claims for 2006 have been paid as part of the closing of the various sales of real property but approximately $12,000 is still due to various tax authorities. A full-text copy of the Joint Disclosure Statement is available for free at: http://www.researcharchives.com/bin/download?id=071213195144 A full-text copy of the Joint Chapter 11 Plan of Reorganization is available for free at: http://www.researcharchives.com/bin/download?id=071213200323 Based in Union, Mississippi, C and C Properties, Inc. develops real estate properties. The company filed for Chapter 11 protection on January 24, 2007 (Bankr. S.D. Miss. Case No. 07-50082). Jeffery Kyle Tyree, Esq. and Melanie T. Vardaman, Esq., at Harris Jernigan & Geno, PPLC, represent the Debtor in its restructuring efforts. The U.S.Trustee for Region 5 has not appointed an Committee of Unsecured Creditors in the Debtor's bankruptcy proceedings. In its schedules filed with the Court, the Debtor disclosed total assets of $12,500,000 and total debts of $10,016,965. C AND C: Disclosure Statement Hearing Scheduled for January 15 -------------------------------------------------------------- The United States Bankruptcy Court for the Southern District of Mississippi has set a hearing for Jan. 15, 2008, at 1:30 p.m. to consider the adequacy of the disclosure statement describing C and C Properties Inc. and its debtor-affiliates' Joint Plan. Based in Union, Mississippi, C and C Properties, Inc. develops real estate properties. The company filed for Chapter 11 protection on January 24, 2007 (Bankr. S.D. Miss. Case No. 07-50082). Jeffery Kyle Tyree, Esq. and Melanie T. Vardaman, Esq., at Harris Jernigan & Geno, PPLC, represent the Debtor in its restructuring efforts. The U.S.Trustee for Region 5 has not appointed an Committee of Unsecured Creditors in the Debtor's bankruptcy proceedings. In its schedules filed with the Court, the Debtor disclosed total assets of $12,500,000 and total debts of $10,016,965. CALYPTE BIOMED: Sept. 30 Balance Sheet Upside-Down by $8.2 Million ------------------------------------------------------------------ Calypte Biomedical Corp.'s consolidated balance sheet at Sept. 30, 2007, showed $9.7 million in total assets and $17.9 million in total liabilities, resulting in an $8.2 million total stockholders' deficit. At Sept. 30, 2007, the company's consolidated balance sheet also showed strained liquidity with $2.6 million in total current assets available to pay $5.4 million in total current liabilities. The company reported a net loss of $633,000 on product sales of $131,000 for the third quarter ended Sept. 30, 2007, compared with a net loss of $4.3 million on product sales of $68,000 in the same period last year. Two customers accounted for approximately 67% of the company's third quarter 2007 revenue. Five customers, all of whom purchased the BED Incidence Test, accounted for approximately 82% of the company's third quarter 2006 revenue. All of these shipments were to international locations in either Africa or Asia. Loss from operations increased to $1.8 million for the third quarter of 2007, versus a loss of $1.3 million loss for the third quarter of 2006, mainly due to an increase in selling, general and administrative expenses. The company recorded net interest income of $1.1 million for the third quarter of 2007, primarily as a result of the accounting for the reduction in the fair value of the anti-dilution obligation related to the company's first quarter 2007 financings. In the third quarter of 2006, the company recorded $3.1 million of net interest expense. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?265c Going Concern Doubt As reported in the Troubled Company Reporter on April 17, 2007, Odenberg, Ullakko, Muranishi & Co. LLP expressed substantial doubt about Calypte Biomedical Corporation's ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditingfirm said that the company has suffered recurring operating losses and negative cash flows from operations. Odenberg Ullakko added that Calypte's management believes that the company's cash resources will not be sufficient to sustain its operations through 2007 without additional financing. About Calypte Biomedical Headquartered in Lake Oswego, Oregon, Calypte Biomedical Corporation (OTC Bulletin Board: CBMC) -- http://www.calypte.com/ is a healthcare company focused on the development and commercialization of rapid testing products for sexually transmitted diseases such as the Aware(R) HIV-1/2 OMT test that are suitable for use at the point of care and at home. CARBONE PROPERTIES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Carbone Properties of Audubon, L.L.C. 931 Canal Street New Orleans, LA 70112 Bankruptcy Case No.: 07-12470 Type of Business: The Debtor owns and manages real estate. Chapter 11 Petition Date: December 12, 2007 Court: Eastern District of Louisiana (New Orleans) Debtor's Counsel: Douglas S. Draper, Esq. Heller, Draper, Hayden, Patrick & Horn, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tel: (504) 299-3300 Fax: (504) 299-3399 Estimated Assets: $1 Million to $10 Million Estimated Debts: $10 Million to $50 Million The Debtor did not file a list of its unsecured creditors. CENTRAL ILLINOIS ENERGY: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: Central Illinois Energy, L.L.C. dba Central Illinois Energy 23133 East County Highway 6 Canton, IL 61520 Bankruptcy Case No.: 07-82817 Type of Business: The Debtor operates a 37-million gallons-per- year ethanol plant. See www.centralillinoisenergy.com/ Chapter 11 Petition Date: December 13, 2007 Court: Central District of Illinois (Peoria) Judge: Thomas L. Perkins Debtor's Counsel: Barry M. Barash, Esq. Barash & Everett, L.L.C. P.O. Box 1408 Galesburg, IL 61402 Tel: (309) 341-6010 Estimated Assets: $1 Million to $100 Million Estimated Debts: More than $100 Million The Debtor did not file a list of its largest unsecured creditors. CINEMARK HOLDINGS: S&P Holds 'B' Rating and Removes Pos. Watch -------------------------------------------------------------- On Dec. 12, 2007, Standard & Poor's Rating Services affirmed its 'B' corporate credit rating on Cinemark Holdings Inc. and subsidiary Cinemark Inc., which S&P analyze on a consolidated basis. At the same time, S&P removed the ratings from CreditWatch with positive implications, where they were placed on May 17, 2007. The outlook is positive. "The resolution of the CreditWatch reflects uncertainty regarding the pace of leverage reduction," explained Standard & Poor's credit analyst Tulip Lim. S&P also affirmed the 'B' rating on the company's senior secured bank loan. S&P revised the recovery rating to '3', indicating its expectation of meaningful (50%-70%) recovery in the event of a payment default, from '2.' The revision reflects Cinemark's repayment of the senior subordinated notes and its banks' removal of financial covenants on the term loan facility. The ratings on Cinemark reflect the company's high lease-adjusted leverage and financial risk, the mature and highly competitive nature of the U.S. motion picture exhibition industry, exposure to the fluctuating popularity of Hollywood films, shortening windows between theatrical and DVD/video-on-demand release, and competition from other exhibitors and alternative entertainment sources. These concerns are partially offset by Cinemark's quality theater circuits, the combined company's above-average profit margins, Cinemark's experienced management team, and the modest diversity provided by its profitable non-U.S. operations. At Sept. 30, 2007, the Plano, Texas-based movie exhibitor had $2.9 billion in debt, including holding company notes and capitalized operating leases. CITY OF KLAMATH: Fitch Withdraws 'B-' Rating on Revenue Bonds ------------------------------------------------------------- Fitch Ratings has withdrawn the 'B-' rating on the City of Klamath Falls, Oregon's senior lien electric revenue bonds issued for the Klamath Cogeneration Project. The KCP assets have been acquired by Klamath Energy LLC, an affiliate of PPM Energy Inc., and the bonds have been defeased or otherwise retired. KCP is a natural gas-fired, combined cycle cogeneration plant with a nominal capacity of 484 MW, or 464MW when exporting steam at 200,000 pounds per hour. The project was owned by the City of Klamath Falls, Oregon, as a separately secured enterprise. Prior to the sale and defeasance, the KCP bonds were secured solely by the revenues of KCP and associated deposit accounts. CLAYMONT STEEL: Selling Stake to Evraz Unit for $564.8 Million -------------------------------------------------------------- Claymont Steel Holdings Inc. has entered into a definitive agreement with Evraz Group S.A. and Titan Acquisition Sub Inc., a subsidiary of Evraz, under which Evraz will acquire Claymont Steel for $23.50 per share, for an aggregate price of approximately $564.8 million, including debt and net of cash. The offer price of $23.50 per share represents a premium of 19.1% to Claymont Steel's three month volume weighted average stock price, a premium of 38.2% to Claymont Steel's initial public offering price of $17 in December 2006, and a premium of 6.8% to the closing price of Claymont Steel's stock on Dec. 7, 2007, of $22. Under the terms of the agreement, Titan will make a cash tender offer for all shares of Claymont Steel common stock and then merge with Claymont Steel. The board of directors of Claymont Steel has unanimously recommended that the shareholders of Claymont Steel accept the offer. H.I.G. Capital LLC Inc., which owns approximately 42.6% of Claymont Steel's issued common stock, has committed to tender its shares in the offer. The offer, which is expected to commence during the week of Dec. 17, 2007, will be subject to customary conditions, including antitrust clearance, and the acquisition by Evraz of a majority of Claymont Steel's shares. The offer will be followed by a merger at the same price. Upon completion of the transaction, Claymont Steel will become a subsidiary of Evraz. ABN AMRO Incorporated is acting as exclusive financial advisor to Evraz and will be the dealer-manager for the tender offer. Jefferies & Company Inc. is acting as lead financial advisor to Claymont Steel in the transaction and delivered a fairness opinion to Claymont Steel's board of directors. Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to Evraz, and Morgan, Lewis & Bockius LLP is acting as legal counsel to Claymont Steel. "We believe that this transaction delivers significant value to our stockholders," Jeff Bradley, Claymont Steel's chairman and chief executive officer, said. "We are excited at the opportunity to become part of a company with a significant international presence. As a plate producer, we believe Claymont Steel will be able to contribute to and complement Evraz's North American operations at Evraz Oregon Steel Mills, Inc. We believe that our customers will also support this deal." "This transaction represents yet another important step in the implementation of our long-term strategy to develop higher value downstream markets," Alexander Frolov, Evraz's chairman and chief executive officer, said. "It will expand our presence in North America, one of the most important steel markets globally. Having acquired Oregon Steel Mills at the beginning of this year, we laid the foundation of our American plate business and intend to continue to strengthen it now with Claymont Steel's steel plate production. We will also be happy to have Claymont Steel's experienced personnel joining Evraz's multinational team." Stockholders will be able to obtain a free copy of letters of transmittal and other documents relating to the tender offer, when available from Evraz by contacting Evraz at IR@evraz.com or +7 495 232 1370, attention: Investor Relations, or from Claymont Steel by contacting Claymont Steel at aegner@claymontsteel.com or (302) 792-5400, attention: Allen Egner. About Evraz Group S.A. Headquartered in Luxembourg, Evraz Group S.A. (LSE:EVR) -- http://www.evraz.com/-- and its subsidiaries are involved in production and distribution of steel and related products. It also owns and operates certain mining assets. Its steel production and mining facilities are mainly located in the Russian Federation. Titan Acquisition Sub Inc. is a wholly owned subsidiary of Evraz. About Claymont Steel Headquartered in Claymont, Delaware, Claymont Steel Holdings Inc. (Nasdaq:PLTE) -- http://www.claymontsteel.com/-- is a non-union, mini-mill focused on the manufacture and sale of custom discrete steel plate in North America. The company provides steel plate in non-standard dimensions to customers with distinct product and service needs. Through its manufacturing facility located in Claymont, Delaware, Holdings has the capacity to produce over 500,000 tons of steel plate annually. The company's facility in Claymont, Delaware, conducts a range of steel-making activities, utilizing an electric arc furnace, slab caster and rolling mill. The company manufactures custom discrete carbon steel plate for use in a number of end-use applications, including bridges, railcars, tool and die, and heavy machine and equipment. It offers a range of steel plate products of varying thickness, width and length. At Sept. 29, 2007, Claymont Steel Holdings' balance sheet showed total assets of $157.65 million, total liabilities of $197.22 million, resulting to a total shareholders' deficit of $39.57 million. CLEAR CHANNEL: Extends Merger Termination Date Until June 12 ------------------------------------------------------------ Clear Channel Communications Inc. extended until June 12, 2008, in accordance with the terms of the merger agreement providing for the acquisition of Clear Channel by CC Media Holdings Inc., the date on which a party may terminate the merger agreement if the merger has not occurred as of that date. CC Media Holdings Inc. is a corporation formed by private equity funds sponsored by Bain Capital Partners LLC and Thomas H. Lee Partners L.P. About Thomas H. Lee Partners L.P. Thomas H. Lee Partners L.P. -- http://www.thl.com/-- is a private equity investment firm in the United States. Since its founding in 1974, THL is a growth buyout firm, raising approximately $20 billion of equity capital in more than 100 businesses with an aggregate purchase price of more than $125 billion and generating superior returns for its investors and partners. About Bain Capital Partners LLC Headquartered in Boston, Massachussetts, Bain Capital Partners LLC -- http://www.baincapital.com/-- is a private investment firm that manages several pools of capital including private equity, high-yield assets, mezzanine capital and public equity with more than $40 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add- on acquisitions in over 230 companies around the world, including investments in a broad range of companies such as Burger King, HCA, Warner Chilcott, Toys "R" Us, AMC Entertainment, Sensata Technologies, Burlington Coat Factory and ProSiebenSat1 Media. Bain Capital has offices in New York, London, Munich, Tokyo, Hong Kong and Shanghai. About Clear Channel Communications Based in San Antonio, Texas, Clear Channel Communications Inc. (NYSE:CCU) -- http://www.clearchannel.com/-- is a media and entertainment company specializing in "gone from home" entertainment and information services for local communities and premiere opportunities for advertisers. The company's businesses include radio, television and outdoor displays. Outside U.S., the company operates in 11 countries -- Norway, Denmark, the United Kingdom, Singapore, China, the Czech Republic, Switzerland, the Netherlands, Australia, Mexico and New Zealand. * * * As reported in the Troubled Company Reporter on Sept. 27, 2007, Fitch Ratings said it expects to downgrade Clear Channel Communications Inc.'s Issuer Default Rating to 'B' from 'BB-'. The rating outlook is expected to be stable. Existing ratings remain on rating watch negative pending the closing of the merger transaction and review of final documentation. COAST RANGE BREWING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Coast Range Brewing Co., Inc. dba Farmhouse Brewing Co. 7050 Monterey Street Gilroy, CA 95020-6614 Bankruptcy Case No.: 07-54157 Type of Business: The Debtor produces beer. See http://www.whatalesyou.com/ Chapter 11 Petition Date: December 12, 2007 Court: Northern District of California (San Jose) Judge: Roger L. Efremsky Debtor's Counsel: Henry G. Rendler, Esq. 1550 The Alameda, Suite 308 San Jose, CA 95126 Tel: (408) 293-5112 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ernest S. Filice Lessors of debtor's $334,312 Ann R. Filice real property, rent 8710 Wild Iris Drive arrears of $134,312 Gilroy, CA 95020 and note payable of $200,000 Department of the Treasury form 941 payroll $200,000 Internal Revenue Service tax P.O. Box 21126 Philadelphia, PA 19114 Department of the Treasury federal alcohol tax $110,853 Alcohol & Tobacco Tax & Trade Bureau P.O. Box 371962 Pittsburgh, PA 15250-7962 David Ascher note payable $81,152 Employment Development state employment $38,552 Department tax California Glass Co. vendor $33,408 Canada Malting Co., Ltd. vendor $25,286 Brewer's Supply Group vendor $24,224 State Board of Equalization sales tax $16,886 Excise Taxes and Fees Division Penske Truck Leasing Co. truck rental $15,731 Accounting Associates accounting $14,382 services Department of Conservation fees $14,309 State of California P.G.&E. Electric utility supplier $12,514 Ramsay Borthwick wages $6,080 Carbonic Service, Inc. vendor $5,184 Keepit Kool Refrigeration, vendor $5,570 Inc. U.P.S. vendor $5,141 Bay City Boiler vendor $5,070 Certified Foods, Inc. vendor $4,581 Keoki Brewing vendor $4,800 COMIC BOOK MOVIES: Case Summary & 16 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Comic Book Movies, L.L.C. 11400 West Olympic Boulevard, 2nd Floor Los Angeles, CA 90064 Bankruptcy Case No.: 07-21639 Type of Business: Founded in 2005, the Debtor builds entertainment franchises from intellectual properties and international comics and manga. It has partnerships with a number of comic-book creators. Chapter 11 Petition Date: December 12, 2007 Court: Central District Of California (Los Angeles) Judge: Alan M. Ahart Debtor's Counsel: Joseph A. Eisenberg, Esq. Jeffer, Mangels, Butler & Marmaro, L.L.P. 1900 Avenue of The Stars 7th Floor Los Angeles, CA 90067 Tel: (310) 203-8080 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 16 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ C.B. Pictures, Inc. loans $453,500 Attention: C.I.O. Gary A. Gertula 180 Brannan Street, Suite 425 San Francisco , CA 94107 Michael Pamess loans $185,000 C/O Gary Kauffman, Esq. Dunlap & Moran 1990 Main Street, Suite 700 Sarasota, FL 34236 Scott Hyten loans $177,090 957 Corsica Avenue Pacific Palisades, CA 90272 Jack Luu loans $160,000 Russell Productions trade debt $150,000 Lotus, Inc. trade debt $120,260 iNDELIBLE trade debt $80,000 Falconeer, L.L.C. loans $70,000 Nathaniel Hicks trade debt $42,202 Vanbar/J.C.I. trade debt $40,000 Gerry Jones trade debt $27,626 Michael Usian trade debt $7,324 Stephen Scheffer trade debt $3,417 Stephen Searff trade debt $4,933 G.M. Printing trade debt $857 O'Melveny & Myers attorney fees $590 CULLIGAN INT'L: Weak Performance Cues Moody's to Cut Ratings ------------------------------------------------------------ Moody's Investors Service downgraded Culligan International Company's debt ratings to reflect weaker-than-expected operating performance and credit metrics since the company completed a $900 million leveraged recapitalization in May 2007, which included a $375 million dividend payment to its equity holders, including Clayton, Dubilier & Rice Fund VI Limited Partnership. The rating outlook is stable. Following the May 2007 recapitalization transaction, weak organic revenue growth and transition issues associated with the relocation of distribution activities to a third-party have led to lower profitability and weaker-than-expected credit metrics. For the latest twelve month period ending September 30, 2007, debt / EBITDA (calculated using Moody's standard analytic adjustments) exceeded 8.0 times, up significantly from nearly 7.0 times expected on a pro forma basis using 2006 results following the recapitalization. "It will now take longer than expected for the company to reduce leverage to levels more commensurate with the previous rating," says Moody's analyst, Michael Zuccaro. The rating agency stated in March 2007 that downward pressure on Culligan's ratings would occur if operating performance declined materially such that debt/EBITDA increased above 7.0 times. Moody's downgraded these: Issuer: Culligan International Company -- Corporate Family Rating to B3 from B2 -- Probability of Default Rating to B3 from B2 -- First Lien Senior Secured Credit Facilities to B2 (LGD 3, 33%) from B1 (LGD 3, 34%) -- Second Lien Senior Secured Term Loan to Caa2 (LGD 5, 84%) from Caa1 (LGD 5, 85%) The rating outlook is stable. The B3 corporate family rating reflects the significant increase in leverage that has occurred as a result of weak operating performance on top of the May 2007 debt-financed dividend to shareholders. The rating also reflects the company's much more aggressive financial policy while it is still in the midst of executing revitalization and growth plans for its North American operations, which have historically lagged behind the more profitable and cash flow generative European operations. Furthermore, consolidated free cash flow is expected to remain modest relative to the heavy debt load, leading to limited capacity for significant debt reduction over the near-term. Supporting the debt ratings are the company's broad geographic diversity, the strength of its established brand, and its diverse distribution channels and customers, and adequate liquidity. The non-cyclical nature of its products, low dealer churn rates, large installed base and recurring nature of the majority of its revenue typically provide a stable and predictable revenue platform. When coupled with expected further profitability improvement as a result of continued restructuring and outsourcing actions and planned future growth, the company should continue to generate positive, albeit modest, free cash flow. Liquidity is supported by unused capacity under its revolving credit facility and lack of financial covenants in the agreement. The rating outlook is stable, reflecting Moody's expectation for steady improvement in credit metrics over the near-to-intermediate term, although starting out at much weaker levels than originally expected following the recapitalization transaction in May 2007. Culligan International Company is a U.S. operating subsidiary of Culligan Holding S.ar.l., and the principal borrower under the rated debt facilities. Culligan is a global provider of water treatment products and services for household and commercial applications. Products are sold under the Culligan brand. Revenue was approximately $764 million over the latest twelve month period ending Sept. 30, 2007. DANA CORP: Wants to Sell Cape Girardeau Property for $2.8 Million ----------------------------------------------------------------- Dana Corp. and its debtor-affiliates ask authority from the U.S. Bankruptcy Court for the to sell a 15-acre parcel of real estate and a 150,000 square-foot building located at 2075 Corporate Circle in Cape Girardeau, Missouri, to Schaefer's Power Panels, Inc., for $2,841,750. The Debtors currently use the property for manufacturing, and they are in the process of closing the manufacturing operations, Corinne Ball, Esq., at Jones Day, in New York relates. In accordance with an Asset Purchase Agreement, Schaefer will bear the cost of the title commitment, inspection and any survey and the other half of Dana Corp.'s escrow and closing fees. At closing, the Debtors will pay all real estate taxes and installments of assessments that are due and payable as of the closing date that are not prepetition taxes. The Debtors will have the right to occupy the property until Jan. 31, 2008 under a rent free leaseback where they will be responsible for all utility and custodial services and any repair liabilities up to $5,000 in aggregate. Furthermore, the Debtors propose to pay broker commissions of $107,061 to Signature Associates and $128,475 to Lorimont Place, Ltd. The Debtors represent that Signature served as a primary broker on the proposed sale, and Lorimont worked with Signature as a cooperating broker. Thus, the Debtors seek the Court's authority to pay Lorimont's commission. About Dana 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. Dana has facilities in China in the Asia-Pacific, Argentina in the Latin-American regions and Italy in Europe. The company and its affiliates filed for chapter 11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). As of Aug. 31, 2007, the Debtors listed US$6,878,000,000 in total assets and $7,551,000,000 in total debts resulting in a total shareholders' deficit of $673,000,000. 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. On Oct. 23, 2007, the Court approved the adequacy of the Disclosure Statement explaining their Plan. The Court has set Dec. 10, 2007, to consider confirmation of the Plan. (Dana Corporation Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). DANA CORP: Wants to Sell Stateville Property for $9.6 Million ------------------------------------------------------------- Dana Corp. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the to sell a 96-acre parcel of real estate located at 1293 Glenway Drive in Statesville, North Carolina, including all personal property, furnishings, fixtures and equipment, to Doosan Infracore America Corporation for $9.6 million. Corinne Ball, Esq., at Jones Day, in New York relates that the Debtors have closed the manufacturing operations located in the property. At closing, the Debtors will pay all real estate taxes and installments of assessments that are due and payable as of the closing that are not prepetition taxes. Doosan will pay all prepetition taxes and will be entitled to credit those against the purchase price. Pursuant to the Asset Purchase Agreement, the Debtors propose to pay broker commissions of $360,000 to Signature Associates and $200,000 to Binswanger Corporation and Stiles and Company. Binswanger worked with Signature to represent the Debtors on the proposed sale while Stiles represented Doosan. The Debtors will assume and assign to Doosan the existing phone system lease related to the Statesville property with LaSalle Systems Leasing, Inc. at the closing of the proposed sale. About Dana 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. Dana has facilities in China in the Asia-Pacific, Argentina in the Latin-American regions and Italy in Europe. The company and its affiliates filed for chapter 11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). As of Aug. 31, 2007, the Debtors listed US$6,878,000,000 in total assets and $7,551,000,000 in total debts resulting in a total shareholders' deficit of $673,000,000. 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. On Oct. 23, 2007, the Court approved the adequacy of the Disclosure Statement explaining their Plan. The Court has set Dec. 10, 2007, to consider confirmation of the Plan. (Dana Corporation Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). DELHI CORP: Court Approves Equity Purchase & Commitment Agreement ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York approved the Amendment to the New Equity Purchase and Commitment Agreement, as modified, among the Debtors, Appaloosa Management L.P., Harbinger Capital Partners Master Fund I, Ltd., Pardus Capital Management, L.P., Merrill Lynch, Pierce, Fenner & Smith, Inc., UBS Securities LLC, and Goldman Sachs & Co. The Debtors and the Appaloosa Plan Investors subsequently entered into the EPCA Amendment on Dec. 10, 2007. A full-text copy of the EPCA Amendment is available for free at: http://ResearchArchives.com/t/s?2662 Except as provided in the EPCA Amendment, the Aug. 2, 2007 New EPCA remains in full force and effect, the Court clarifies. The Honrable Robert Drain has permitted the Debtors and the Plan Investors to make non-material modifications to the EPCA Amendment without further Court order as long as those modifications are not opposed by either the Official Committee of Unsecured Creditors or the Official Committee of Equity Security Holders. The EPCA Amendment revises a number of provisions in the New EPCA to reflect events and developments since Aug. 3, 2007, including those relating to Court approvals in connection with the EPCA Amendment; Delphi's delivery of a revised disclosure letter and a revised business plan; updates and revisions to representations and warranties; the Debtors' agreements with principal labor unions; the execution and amendment of certain settlement agreements with General Motors Corp.; the execution of a best efforts financing letter; and the filing of the First Amended Plan of Reorganization and Disclosure Statement. The EPCA Amendment no longer outlines Delphi's proposed framework for a plan of reorganization but instead, except for corporate governance matters, relies upon the First Amended Plan for that function, David M. Sherbin, Delphi Corp. Vice President, General Counsel and Chief Compliance Officer, relates. Furthermore, the EPCA Amendment revises provisions relating to the Discount Rights Offering, including the replacement of existing common stockholders with unsecured creditors, under the Plan. The EPCA Amendment further reflects certain economic changes for recoveries provided under the Plan, and a post- emergence capital structure that includes Series C Preferred Stock to be issued to GM. The EPCA Amendment also removes or narrows the scope of certain conditions to closing in the New EPCA to provide greater certainty to the consummation of the transaction, including: * the no-strike conditions to include only strikes that occur after Oct. 29, 2007; * the capitalization condition to reduce the net debt required for the Debtors on the closing date; and * to exclude from the condition relating to the approval of material investment documents, numerous documents which have already been delivered by the Debtors to the Plan Investors like the Plan, the Disclosure Statement, the settlement agreements with GM, and the business plan. Certain conditions to closing, however, were added by the EPCA Amendment, including those requiring: -- the release and exculpation of each Plan Investor as set forth in the EPCA Amendment; -- that Delphi will have undrawn availability of $1,400,000,000 under the asset backed revolving loan facility, subject to certain exclusions; -- an interest expense condition that limits the Reorganized Debtors' pro forma interest expense on its indebtedness during 2008 to $585,000,000; -- that scheduled Pension Benefit Guarantee Corporation liens be withdrawn; and -- that the aggregate amount of trade and unsecured claims be no more than $1,450,000,000, subject to certain waivers and exclusions. Delphi Amends Rights Agreement to Accommodate Appaloosa Investors Pursuant to the Rights Agreement dated as of Feb. 1, 1999, as amended, between Delphi Corp. formerly known as Delphi Automotive Systems Corp., and Computershare Trust Company, N.A., as successor Rights Agent, one Right is issued and attached to each outstanding share of Delphi's common stock. The Rights constitute a separate class of securities registered under the Securities Act of 1933, as amended, and entitle the holder of the Right, in certain circumstances, to purchase from Delphi a unit consisting of one one-hundredth of a share of Series A Junior Preferred Stock, par value $0.10 per share, at an exercise price of $65 per Right, subject to adjustment in certain events, Mr. Sherbin relates. On Dec. 10, 2007, Delphi amended the Rights Agreement to exempt the Appaloosa Plan Investors, as well as the Investors' assignees or transferees, from the definition of "Acquiring Person" as that term is defined in the Rights Agreement, solely as a result of transactions contemplated by the New EPCA, as amended by the EPCA Amendment. As a result, the Plan Investors' entry into the EPCA Amendment and the consummation of the transactions contemplated by the New EPCA will not trigger the Series A Preferred Stock purchase rights under the Rights Agreement, Mr. Sherbin explains. A full-text copy of the Rights Agreement, as amended on Dec. 10, 2007, is available for free at: http://ResearchArchives.com/t/s?2661 Based on information supplied by the Plan Investors to the SEC in Schedules 13D, reviewed by the Debtors as of Nov. 8, 2007, the Plan Investors hold an aggregate of 125,644,421 shares of Delphi common stock: Plan Investor Shares Held ------------- ----------- Appaloosa Management L.P. 52,000,000 Harbinger Capital Partners Master Fund I, Ltd. 26,450,000 Pardus Special Opportunities Master Fund L.P. 26,400,000 Goldman, Sachs & Co. 14,892,921 UBS Securities LLC 4,419,294 Merrill Lynch, Pierce, Fenner & Smith Inc. 1,482,206 About Delphi Corp. Headquartered in Troy, Michigan, Delphi Corporation (OTC: DPHIQ) -- http://www.delphi.com/-- is the single supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The company's technology and products are present in more than 75 million vehicles on the road worldwide. Delphi has regional headquarters in Japan, Brazil and France. The company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. As of March 31, 2007, the Debtors' balance sheet showed $11,446,000,000 in total assets and $23,851,000,000 in total debts. The Debtors' exclusive plan-filing period expires on Dec. 31, 2007. On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan of Reorganization and a Disclosure Statement explaining that Plan. (Delphi Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) DELI STARS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Deli Stars, L.L.C. 359 McLean Boulevard Paterson, NJ 07513 Bankruptcy Case No.: 07-28378 Type of Business: The Debtor sells dairy products in wholesale. Chapter 11 Petition Date: December 13, 2007 Court: District of New Jersey (Newark) Debtor's Counsel: Jeffrey A. Cooper, Esq. Carella, Bryne, Bain, Gilfillan, Cecchi, Stewart & Olstein 5 Becker Farm Road Roseland, NJ 07068-1735 Tel: (973) 994-1700 Total Assets: $6,137,914 Total Debts: $12,058,070 Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ All Star, Ltd. $1,517,382 P.O. Box 1445 Fond Du Lac, WI 54936 Armour-Eckrich Meats $351,488 14622 Collections Center Drive Chicago, IL 60693 Wells Co-Pack Foods $333,247 115 North Broadway Wells, MN 56097 Master's Gallery $296,693 P.O. Box 1450 Northwest 5261 Minneapolis, MN 55485 Tur-Pak Foods $260,030 6201 McArthur Sioux City, IA 51111 C.H. Robinson World Wide $187,392 Delallo Fine Foods $183,477 Tray-Pak $177,664 Belmark, Inc. $160,617 Kent H. Landsberg Co. $110,994 Patrick Cudahy $95,874 Clear Lam Packaging, Inc. $86,713 Ristow Trucking $70,040 John Morrell & Co. $67,514 Pactiv Corp. $59,706 Stone Plastics, Inc. $50,545 Rich-Seapack $42,414 Plastic Ingenuity, Inc. $42,333 Food Talk $40,123 Drangle Cheese $39,143 DELPHI CORP: Court Approves Modified Disclosure Statement --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York entered an order formally approving Delphi Corp. and its debtor- affiliates' Disclosure Statement, as modified, on Dec. 10, 2007. As previously reported, the Court directed the Debtors to make certain changes to the Disclosure Statement at the hearing to consider confirmation of the Disclosure Statement, which hearing concluded on Dec. 7, 2007. Accordingly, the Debtors amended the Joint Plan of Reorganization and Disclosure Statement and subsequently filed a First Amended Plan of Reorganization and accompanying Disclosure Statement on Dec. 10, 2007. The Court approved the First Amended Disclosure Statement on the same date, Dec. 10, 2007. The modifications reflected in the First Amended Plan and the First Amended Disclosure Statement do not materially impact the terms of the Plan. Delphi Corp. Vice President and Chief Restructuring Officer John D. Sheehan relates that the First Amended Plan continues to provide for full recoveries for unsecured creditors at a negotiated Plan enterprise value and fair consideration for holders of Existing Common Stock. In particular, the Plan provides that Holders of Allowed General Unsecured Claims will receive New Common Stock and Discount Rights equal to 100% of their Allowed General Unsecured Claim plus applicable Postpetition Interest through the earlier of Jan. 31, 2008, and the Plan Confirmation Date. The distribution of New Common Stock to holders of General Unsecured Claims will equal 77.3% of the holders' Allowed General Unsecured Claim, and the remaining 22.7% of the Claim will be satisfied through the pro rata distribution of Discount Rights, Mr. Sheehan says. The Debtors are currently in the process of arranging for exit financing, comprised of: (1) up to $2,550,000,000 in equity investments through the Discount Rights Offering and the transactions contemplated by the New Equity Purchase and Commitment Agreement among the Debtors, Appaloosa Management L.P., and the other Plan Investors; and (2) debt financing consisting of: * a $1,600,000,000 asset-based revolving loan facility; * a $3,700,000,000 of first-lien funded financing; and * a $1,500,000,000 of second-lien funded financing of which up to $750,000,000 will be placed with GM. The Debt Financing will be arranged by JPMorgan Securities Inc., JPMorgan Chase Bank, N.A., and Citigroup Global Markets Inc. The Debtors believe that the Exit Financing will enable them to honor their obligations under the Plan, and transition out of bankruptcy and into successful operation post-emergence. A full-text copy of the First Amended Plan is available for free at http://bankrupt.com/misc/Delphi_1stAmendedReorgPlan.pdf A full-text copy of the First Amended Disclosure Statement is available for free at http://bankrupt.com/misc/Delphi_1stAmendedDS.pdf The Debtors maintain that the Plan provides for an equitable and early distribution to creditors and shareholders, preserves the value of Delphi's business as a going concern, and preserves the jobs of employees. The Debtors aver that any alternative to confirmation of the Plan, such as liquidation or attempts by another party-in-interest to file a plan, will result in significant delays, litigation, and costs, as well as the loss of jobs. Moreover, the Debtors believe that their creditors and shareholders will receive greater and earlier recoveries under the Plan than those that would be achieved in liquidation or under an alternative plan. The Plan continues to be supported by General Motors Corp., the Plan Investors, and both the Official Committee of Unsecured Creditors and the Official Committee of Equity Security Holders, according to Mr. Sheehan. Court Decree The Honorable Robert Drain finds that the Disclosure Statement complies with the provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure. In particular, the Disclosure Statement contains adequate information within the meaning of Section 1125(a) of the Bankruptcy Code. The Disclosure Statement also complies with the requirements of Bankruptcy Rule 3016(c) by sufficiently describing in specific and conspicuous bold language the provisions of the Joint Plan of Reorganization that provide for releases and injunctions against conduct not otherwise enjoined under the Bankruptcy Code. Moreover, the Disclosure Statement sufficiently identifies the persons and entities that are subject to those releases and injunctions. To the extent not already withdrawn or reflected in changes to the Disclosure Statement, all objections filed or otherwise asserted against the Disclosure Statement are overruled. About Delphi Corp. Headquartered in Troy, Michigan, Delphi Corporation (OTC: DPHIQ) -- http://www.delphi.com/-- is the single supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The company's technology and products are present in more than 75 million vehicles on the road worldwide. Delphi has regional headquarters in Japan, Brazil and France. The company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. As of March 31, 2007, the Debtors' balance sheet showed $11,446,000,000 in total assets and $23,851,000,000 in total debts. The Debtors' exclusive plan-filing period expires on Dec. 31, 2007. On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan of Reorganization and a Disclosure Statement explaining that Plan. (Delphi Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) DELPHI CORP: Court Sets Plan Confirmation Hearing on January 17 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing to consider confirmation of Delphi Corp. and its debtor-affiliates' First Amended Joint Plan of Reorganization, dated Dec. 10, 2007, on Jan. 17, 2008, at 10:00 a.m. prevailing Eastern time. Objections to confirmation of the Plan must: -- be served by Jan. 11, 2008, at 4:00 p.m. prevailing Eastern time; -- be in writing; -- comply with the Bankruptcy Rules and the Local Bankruptcy Rules for the Southern District of New York; -- set forth the name of the objector and the nature and amount of any claim or interest asserted by that objector against or in the Debtors or the Debtors' estates and property; -- state with particularity the legal and factual bases for the objection; and -- be filed with the Court and served on: * the Debtors' counsel: Skadden, Arps, Slate, Meagher & Flom LLP 333 West Wacker Drive, Suite 2100 Chicago, Illinois 60606 (800) 718-5305 Att'n: John Wm. Butler, Jr. Att'n: George N. Panagakis Att'n: Ron E. Meisler Att'n: Nathan L. Stuart and Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Att'n: Kayalyn A. Marafioti Att'n: Thomas J. Matz * the U.S. Trustee The Office of the U.S. Trustee 33 Whitehall Street, Suite 2100 New York, New York 10004 Att'n: Alicia M. Leonhard * Counsel for the Official Committee of Unsecured Creditors Latham & Watkins LLP 885 Third Avenue New York, New York 10022 Att'n: Robert J. Rosenberg Att'n: Mitchell A. Seider Att'n: Mark A. Broude * Counsel for the Official Committee of Equity Security Holders Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Att'n: Brad E. Scheler Att'n: Bonnie K. Steingart Att'n: Vivek Melwani * Counsel for JPMorgan Chase Bank, N.A., and the other postpetition lenders Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10022 Att'n: Donald S. Bernstein Att'n: Brian M. Resnick * Counsel for Plan Investor A-D Acquisition Holdings, LLC White & Case LLP Wachovia Financial Center 200 South Biscayne Boulevard Suite 4900, Miami, Florida 33131 Att'n: Thomas E. Lauria Att'n: Michael C. Shepherd and White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Att'n: Gerard H. Uzzi Att'n: Glenn M. Kurtz Att'n: Douglas P. Baumstein * Counsel for General Motors Corp. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Att'n: Jeffrey L Tanenbaum Att'n: Michael P. Kessler Att'n: Robert J. Lemons About Delphi Corp. Headquartered in Troy, Michigan, Delphi Corporation (OTC: DPHIQ) -- http://www.delphi.com/-- is the single supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The company's technology and products are present in more than 75 million vehicles on the road worldwide. Delphi has regional headquarters in Japan, Brazil and France. The company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. As of March 31, 2007, the Debtors' balance sheet showed $11,446,000,000 in total assets and $23,851,000,000 in total debts. The Debtors' exclusive plan-filing period expires on Dec. 31, 2007. On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan of Reorganization and a Disclosure Statement explaining that Plan. (Delphi Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) DELTA FUNDING: S&P Assigns Default Rating on Class M-2 Certs. ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on the class M-2 home equity loan asset-backed certificates from Delta Funding Home Equity Loan Trust 2000-4 to 'D' from 'CCC'. Concurrently, S&P affirmed its 'AA' rating on class M-1 from the same series. S&P downgraded class M-2 because it experienced $133,852 in realized losses during the November 2007 remittance period. This transaction has paid down to 7.06%, or $8.116 million of the original principal balance. Cumulative realized losses to date are $11.48 million. The certificates represent an ownership interest in a REMIC- elected trust fund consisting of fixed- and adjustable-rate mortgage loans secured primarily by one- to four-family residential properties. Rating Lowered Delta Funding Home Equity Loan Trust 2000-4 Home equity loan asset-backed certificates Rating ------ Class To From ----- -- ---- M-2 D CCC Rating Affirmed Delta Funding Home Equity Loan Trust 2000-4 Home equity loan asset-backed certificates Class Rating ----- ------ M-1 AA DISTRICT OF COLUMBIA: S&P Lowers Rating on $2.2MM Bonds to B ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its rating on District of Columbia Housing Finance Agency's (Benning Road Apartments) $2.2 million multifamily housing bonds series 1995 to 'B' from 'BB'. The outlook is stable. The downgrade reflects debt service coverage below 1.0x over the last several years, a slight increase in the vacancy loss at the property, and a debt service reserve fund funded at less than maximum annual debt service as permitted by the trust indenture. The latest audited financial results at fiscal year-end Dec. 31, 2006, show DSC at 0.90x MADS, up from 0.77x MADS in 2005 and 2004. The coverage has remained below 1.0x MADS, and has been fluctuating from a high of 1.08x in 1999 to 0.77x in 2004 and 2005. The average rent at the project increased to $1,116 per unit, up from $1,108 in fiscal 2005 and $1,047 in fiscal 2004. The project received a rental increase which was effective February 2007. Nonetheless, there was no significant increase in rental revenue due to an increase in the vacancy loss. Expenses at the project are at $8,530 per unit, down from $9,452 in 2005. This 10% decrease was primarily due to a 20% decrease in utilities expenses, 13% decrease in maintenance and repair expenses, and a 3% decrease in administrative expenses. Debt per unit was $25,465 as of Nov. 14, 2007. The average physical occupancy was at 98.68% for 2006, down from 99.16% in 2005. According to the project manager, the occupancy at the property remains strong and is in line with occupancy at other Section 8 projects. DYSERBURG HEALTHCARE: Files Voluntary Chapter 11 Case Summary ------------------------------------------------------------- Lead Debtor: Dyersburg Healthcare, Inc. 8900 S. Germantown Rd., #200 Olive Branch, MS 38654 Bankruptcy Case No.: 07-14555 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Lexington Healthcare, Inc. 07-14558 Whitehaven Healthcare, Inc. 07-14559 Chapter 11 Petition Date: December 12, 2007 Court: Northern District of Mississippi (Aberdeen) Debtor's Counsel: Craig M. Geno, Esq. Harris Jernigan & Geno, PLLC P.O. Box 3380 Ridgeland, MS 39158-3380 Tel: (601) 427-0048 http://www.harrisgeno.com/ Estimated Assets: $1 million to $100 million Estimated Debts: $1 million to $100 million Debtors did not file its list of 20 Largest Unsecured Creditors. EASTON-BELL: Higher Leverage Cues S&P to Cut Rating to B -------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Easton-Bell Sports Inc. to 'B' from 'B+'. At the same time, Standard & Poor's lowered its rating on the Easton-Bell's senior secured bank loan to 'B+' from 'BB-', and the rating on its senior subordinated debt to 'CCC+' from 'B-'. The outlook is negative. "The downgrade is based on the company's higher-than-expected leverage of about 6.6x, which S&P do not expect will improve significantly in the near term and thus is more in line with the revised ratings," said Standard & Poor's credit analyst Patrick Jeffrey. In addition, Easton-Bell's operating performance is below expected levels due to margin compression in its action sports segment, Sarbanes-Oxley compliance costs, SAP implementation costs, higher fuel costs, and increased product liability costs. Further, working capital challenges are expected to result in marginal free cash flow generation over the near term. "As a result," said Mr. Jeffrey, "we expect the company's financial covenant cushion to tighten in the fourth quarter of fiscal 2007 as covenants become more restrictive." The ratings reflect Van Nuys, California-based Easton-Bell's high debt leverage, participation in the highly competitive sporting goods industry, lack of geographic diversity, and an aggressive financial policy. These risks are mitigated by the company's leading market positions in football, cycling, baseball, and hockey equipment. FAWCETT BOAT: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: Fawcett Boat Supplies, Inc. dba T&S Ripley Inc. dba TSR Marine dba Severn Partners, LLC dba Oceana Ltd. dba Oceana Services 1840 Margaret Street Annapolis, MD 21401 Bankruptcy Case No.: 07-22624 Type of Business: The Debtor provides boat supplies. see: http://www.fawcettboat.com/ Chapter 11 Petition Date: December 12, 2007 Court: District of Maryland (Baltimore) Judge: James F. Schneider Debtor's Counsel: Alan M. Grochal, Esq. Tydings & Rosenberg, LLP 100 E. Pratt Street Baltimore, MD 21202 Tel: (410) 752-9715 http://www.tydingslaw.com/ Estimated Assets: $1 million to $100 million Estimated Debts: $1 million to $100 million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Birney, Arthur A. $851,400 888 17th Street, NW Washington, DC 20005 Hart, Andy $316,666 65 West 13th Street Apt. 5C New York, NY 10011 Cogan, Maureen $166,666 15 West 53rd Street Apt. 31B New York, NY 10019 Anderson, Mike $166,666 Interlux Yacht Finishes $151,759 Lunder, Bob $150,000 3M $129,925 Dow, Michael F. $100,000 Cogan, Maureen $100,000 Donovan Marine $88,799 Culver, Wells $75,000 Dr. Shrink, Inc. $69,620 Hart, Libby $50,000 Kop-Coat, Inc. $45,178 Chandler, LLC $37,184 Musto Limited $26,530 Composites One LLC $25,987 Phoenix Resins, Inc. $24,999 ITT Jabsco/Rule $24,590 Council, Baradel, $23,484 Kosmerl & Nolan Attorneys at Law FIG: Shuts Down Stores; Mulls Bankruptcy Filing ----------------------------------------------- Fig fka Advanced LipoDissolve closed operations at 17 of its 18 store locations and "will likely" file for bankruptcy, Bill Rochelle of Bloomberg News reports, citing a statement in the company's Web site. David Ellison of Houston Chronicle relates that current patients undergoing treatment will be contacted by the company regarding continued treatment options or making a refund claim. Separately, Christopher Tritto of St. Louis Business Journal says that the company laid off many employees at its Maryland Heights headquarters following a Nov. 28 board meeting with investors Bessemer Venture Partners of Larchmont, N.Y. In September 2007, Fig said it "completed a recapitalization of the company and secured an eight-figure capital investment from Bessemer Venture Partners." BVP's investment in the company resulted in a minority equity ownership interest, with the goal of providing additional working capital for Fig. BVP Managing Partner, Rob Stavis, also joined Fig's Board of Directors. About Bessemer Venture Partners Bessemer Venture Partners -- http://www.bessemerventures.com/-- is a private venture capital operation. BVP has offices in New York, Massachusetts, California, India and China. About Fig Headquartered in St. Louis, Mo., Fig fka Advanced LipoDissolve -- http://www.fig.com/-- provides individualized body shaping services to patients across the United States through its 15 body shaping centers. FINISAR CORP: Posts $9.8 Mil. Net Loss in 2007 Second Quarter ------------------------------------------------------------- Finisar Corporation reported financial results for the second quarter ended Oct. 28, 2007. The company reported net loss of $9.8 million compared to a net loss of $7.3 million, in the first quarter and $30.3 million in the second quarter of the prior year. Last year's loss was the result of a $31.6 million charge associated with the exchange of $100 million of the company's outstanding 2-1/2% convertible notes due in 2010 for new notes with the same interest rate but incorporating a net share settlement feature whereby the company agreed to pay the underlying principal in cash. The company's operating results include a number of non-cash and cash charges related to acquisitions, the sale of minority investments, restructuring activities and financing transactions. For the second quarter of fiscal 2008, these items resulted in net charges of $12.3 million and included: -- $2.5 million in stock compensation expense; -- $3.1 million in expenses related to the company's stock option investigation and related restatement; -- $2.5 million related to charges for slow-moving and obsolete inventory; -- $2.2 million in amortization charges related to acquired developed technology and purchased intangibles arising from previous acquisitions; and -- $1.3 million related to the amortization of discount on convertible notes issued in 2001. The charge for slow-moving and obsolete inventory was based on an estimate of the amount of inventory that will be unused after twelve months although a portion of that inventory may in fact be used beyond this period. "Our revenue miss last quarter was due to a combination of product and customer specific issues that occurred at a small number of large customers," Jerry Rawls, Finisar's chairman of the board, president and CEO, said. "The shortfall was not caused by lack of demand. And, the problems have been resolved since the quarter's end. Our customers continue to be optimistic about the prospects for growth for our 10 and 40 Gbps product lines. In response to their encouragement, we continue to invest heavily in high-speed optical communication devices. Examples include 40 and 100 Gigabit Ethernet transponders and the recently announced 10 Gigabit Laserwire active optical link which replaces bulky and power hungry copper-based connections in data centers." The company's cash position has been impacted by two acquisitions in recent quarters involving an outlay of approximately $13.7 million in cash in addition to approximately $10 million in expenses related to the stock option investigation. At Oct. 28, 2007, the company's balance sheet showed total asssets of $528.87 million, total liabilities of $357.12 million, and total stockholders' equity of $171.75 million. About Finisar Corporation Headquartered in Sunnyvale, California, Finisar Corporation (NASDAQ: FNSR) -- http://www.finisar.com/-- provides fiber optic components and subsystems and network test and monitoring systems. These products enable high-speed data communications for networking and storage applications over Gigabit Ethernet Local Area Networks, Fibre Channel Storage Area Networks, and Metropolitan Area Networks using Fibre Chanel, IP, SAS, SATA, and SONET/SDH protocols. * * * As reported in the Troubled Company Reporter on July 24, 2007, Finisar Corporation received three substantially identical purported notices of default from U.S. Bank Trust National Association, as trustee for the company's 2-1/2% Convertible Senior Subordinated Notes due 2010, its 2-1/2% Convertible Subordinated Notes due 2010 and its 5-1/4% Convertible Subordinated Notes due 2008. The notices each indicated that, if the company does not cure the purported default within 60 days, an "Event of Default" would occur under the respective Indenture. In the company's 10K filed on Dec. 4, 2007, the company stated that it instituted a litigation seeking judicial declaration that the company is not in default under the indentures, in anticipation of the assertion by the Trustee or the noteholders that "Events of Default" had occurred, and a potential attempt to accelerate payment on one or more series of the notes. The company added that should it be unsuccessful in the litigation, the Trustee or the noteholders could attempt to accelerate payment on one or more series of the notes. As of Oct. 31, 2007, there was $250.3 million in aggregate principal amount of notes outstanding and an aggregate of approximately $558,000 in accrued interest. FORD MOTOR: Russian Authorities Ban Pickets ------------------------------------------- Local authorities have prohibited picketing at Ford Motor Co.'s manufacturing site in Vsevolozhsok, Russia, RIA Novosti reports citing trade union leader Alexei Etmanov. According to RIA Novosoti, striking employers had picketed the site almost every day, except on weekends. As reported in the Troubled Company Reporter on Nov. 23, 2007, workers launched an indefinite strike on Nov. 20, 2007, demanding higher wages and reduction of night shifts from March 2008. The strike halted the Ford Focus production line. The parties initially met on Nov. 26, 2007, when the management agreed in principle to raise wages. Ford resumed production on Nov. 28, 2007, with non-striking employees working on a single shift. "The administration has launched a night shift, but this produced only 38 of the 100 cars requested per shift" Mr. Etmanov told RIA Novsoti. According to RIA Novosti, the number of striking employees have reached 650. RIA Novosti relates that Russian social observers heralded the ongoing strike as the birth of organized union activity in post- Soviet Russia. The Vsevolozhsk plant produced about 60,000 cars in 2006, mainly the Focus model, and plant officials have said they were hoping to increase production to 75,000 for 2007. Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles in 200 markets across six continents. With about 260,000 employees and about 100 plants worldwide, the company's core and affiliated automotive brands include Ford, Jaguar, Land Rover, Lincoln, Mercury, Volvo, Aston Martin, and Mazda. The company provides financial services through Ford Motor Credit Company. The company has operations in Japan in the Asia Pacific region. In Europe, the company maintains a presence in Sweden, and the United Kingdom. The company also distributes its brands in various Latin American regions, including Argentina and Brazil. * * * As reported in the Troubled Company Reporter on Nov. 19, 2007, Moody's Investors Service affirmed the long-term ratings of Ford Motor Company (B3 Corporate Family Rating, Ba3 senior secured, Caa1 senior unsecured, and B3 probability of default), but changed the rating outlook to Stable from Negative and raised the company's Speculative Grade Liquidity rating to SGL-1 from SGL-3. Moody's also affirmed Ford Motor Credit Company's B1 senior unsecured rating, and changed the outlook to Stable from Negative. These rating actions follow Ford's announcement of the details of the newly ratified four-year labor agreement with the UAW. G-FORCE 2005-RR2: Accelerated Losses Cue Fitch's Neg. Watch ----------------------------------------------------------- Fitch has placed these classes of G-Force 2005-RR2 LLC on Rating Watch Negative: -- $21,204,000 Class E Notes, 'BBB+'; -- $23,698,000 Class F Notes, 'BBB'; -- $31,182,000 Class G Notes, 'BBB-'; -- $19,957,000 Class H Notes, 'BB+'; -- $12,473,000 Class J Notes, 'BB'; -- $11,226,000 Class K Notes, 'BB-'; -- $12,472,000 Class L Notes, 'B+'; -- $11,226,000 Class M Notes, 'B'; -- $9,978,000 Class N Notes, 'B-'; The classes of this transaction, which is categorized as a first loss ReREMIC, have been placed on Rating Watch Negative due to the accelerated pace of losses and projected losses based on an analysis of loans in special servicing. The collateral for this first loss ReREMIC consists of a high concentration of tranches with the least seniority within a CMBS transaction and, as such, the tranches are the first to absorb losses. According to the trustee, as of Nov. 26, 2007, the trust has experienced $38.0 million in losses to date (3.8 % of the original trust collateral). Of the underlying collateral, $95.8 million is currently 60 or more days delinquent. The Rating Watch Negative status will be resolved within 90 days in conjunction with a discussion with the asset manager regarding its expectation of projected loss. GUARDIAN TECH: Sept. 30 Balance Sheet Upside-Down by $8.8 Million ----------------------------------------------------------------- Guardian Technologies International Inc.'s consolidated balance sheet at Sept. 30, 2007, showed $2.4 million in total assets, $11.0 million in total liabilities, and $246,911 in common shares subject to repurchase, resulting in an $8.8 million total shareholders' deficit. At Sept. 30, 2007, the company's consolidated balance sheet also showed strained liquidity with $1.1 million in total current assets available to pay $1.5 million in total current liabilities. The company reported a net loss of $3.4 million on net revenues of $43,778 for the third quarter ended Sept. 30, 2007, compared with a net loss of $3.3 million on net revenues of $51,197 in the same period last year. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?2657 Going Concern Doubt Goodman & Company L.L.P., in Norfolk, Virginia, expressed substantial doubt about Guardiain Technologies International Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm reported that the company has incurred significant operating losses since inception and is dependent upon its ability to raise additional funding through debt or equity financing to continue operations. About Guardian Technologies Based in Herndon, Virginia, Guardian Technologies International Inc. (OTC BB: GDTI.OB) -- http://www.guardiantechintl.com/-- is a technology company that designs and develops imaging informatics solutions for delivery to its target markets: aviation/homeland security and healthcare. INPHONIC INC: Court Okays $2.3 Million DIP Financing from Versa --------------------------------------------------------------- The Honorable Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized InPhonic Inc. and its debtor- affiliates to borrow $2.3 million in debtor-in-possession financing from Versa Capital Management, the Associated Press reports. In addition to approving the financing at the Tuesday hearing, Judge Gross warned Versa Capital and the Debtors that the bankruptcy case could be converted to a Chapter 7 liquidation proceeding if an accord between the parties does not happen, the AP says. "[You] are running very serious risks," the AP quotes Judge Gross as saying. As reported in the Troubled Company Reporter on Dec. 13, 2007, the Official Committee of Unsecured Creditors in the Debtors' case had already asked the Court to dismiss the Debtors' bankruptcy case or, in the alternative, convert the case to a liquidation proceeding under Chapter 7. According to the AP, Versa Capital was the only company that offered to buy the Debtors. Versa Capital insisted that there is "nothing sinister" to their acquisition plans, the AP said in a separate report, citing court filings. The Committee told the Court Monday that they prefer the liquidation of the company than be sold to Versa under a "farce" sale deal. The Committee contested that Versa's offer to buy InPhonic's $90 million bank loan for an undisclosed price will bar interested parties to bid on the company for cash, the TCR reported. About InPhonic Inc. Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)-- http://www.inphonic.com/-- is an online seller of wireless services in the United States. The company operates its business through three business segments: wireless activation and services; mobile virtual network enabler services, and data services. The company and its debtor-affiliates filed for Chapter 11 protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to 07-11673). Thomas R. Califano, Esq., at DLA Piper US LLP is the Debtors' bankruptcy counsel. Mary E. Augustine, Esq., and Neil B. Glassman, Esq., at The Bayard Firm, in Wilmington, Delaware, is the Debtors' co-counsel. Kurt F. Gwynne, Esq., Robert P. Simons, Esq., and Claudia Z. Springer, Esq., at Reed Smith LLP represent the Official Committee of Unsecured Creditors. When the Debtors filed from protection from their creditors, they listed total assets of $120,916,991 and total debts of $179,402,834. INTERSTATE BAKERIES: Teamsters & Yucaipa Presents Bid for IBC ------------------------------------------------------------- The International Brotherhood of Teamsters and The Yucaipa Companies, LLC, submitted a preliminary proposal for the reorganization of Interstate Bakeries Corporation. The proposal represents a collaborative effort by Yucaipa and the Teamsters to identify a viable path for IBC to emerge from bankruptcy with the greatest likelihood of success and maximizes the value of IBC's estate for creditors, the union said in a press release. Under the proposal, Yucaipa and the Teamsters will jointly and exclusively sponsor a plan of reorganization that provides for the payment in full of claims held by IBC's senior secured lenders and values the business at an enterprise valuation of $580 million. In November, the Teamsters and Yucaipa teamed up with Bimbo Bakeries USA to purchase IBC. The Teamsters, Yucaipa and Bimbo Bakeries proposed to invest in IBC's operations and marketing while maximizing opportunities for IBC employees with respect to job security, wages and benefits. Bimbo manages the production and distribution of baked goods. Founded in the early 1940s, the Fort Worth, Texas-based company produces brands like Oroweat and Entenmann's. On Nov. 5, 2007, IBC filed a plan of reorganization and related disclosure statement with the U.S. Bankruptcy Court for the Western District of Missouri. The IBC Plan is based on: -- the commitment by Silver Point Finance, LLC, to provide IBC with up to $400 million in exit financing upon its emergence from Chapter 11; and -- IBC's plan funding agreements to support the Plan from JP Morgan Chase Bank, N.A., McDonnell Investment Management LLC, Quadrangle Master Fund Ltd., and Silver Point Capital, L.P. In addition, several additional holders of IBC's prepetition senior secured credit facility have also signed the Plan Funding Agreements as of Nov. 2, 2007. In total, holders of approximately 95% of the company's prepetition senior secured credit facility support the Plan Funding Agreements, Craig Jung, chief executive officer of IBC, has said in a press statement. The IBC Plan, among other things, provides that: (a) the prepetition lenders' funded debt totaling approximately $450 million would be exchanged for $250 million in second lien notes, $165 million of convertible secured notes, and $35 million of class A common stock, each to be issued by Reorganized IBC; (b) holders of general unsecured claims would receive 25.9% of the outstanding shares of common stock of Reorganized IBC and the opportunity to participate in a rights offering entitling unsecured creditors to subscribe for an additional $50 million of class B common stock; (c) IBC's existing common stock would be cancelled, and existing shareholders would not receive any distribution; and (d) Reorganized IBC would obtain exit financing from Silver Point in an amount up to $400 million, consisting of a $120 million secured revolving credit facility, a $60 million senior secured term loan facility, and a $220 million letter of credit facility. "We are pleased that with Yucaipa's unwavering support we have reached this important milestone in IBC's Chapter 11 case," Jim Hoffa, Teamsters General President, said. "After more than three years in bankruptcy, IBC is now poised to emerge from Chapter 11 as a stronger and healthier company." "Although sacrifices will be required from all employees of IBC to confirm our plan of reorganization, we believe this plan will preserve the greatest number of jobs for our members," Rich Volpe, IBT Teamsters Director of the Bakery and Laundry Conference, said. "We are excited by the opportunity to revitalize a company like Interstate Bakeries that has provided good union jobs for so many years to working Americans," Ron Burkle, managing partner of Yucaipa, said. "Our involvement in Interstate Bakeries reflects this philosophy." Founded in 1903, the Teamsters Union represents more than 1,400,000 workers in the United States Puerto Rico and Canada. About IBC Headquartered in Kansas City, Missouri, Interstate Bakeries Corporation is a wholesale baker and distributor of fresh-baked bread and sweet goods, under various national brand names, including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and Drake's(R). Currently, IBC employs more than 25,000 people and operates 45 bakeries, as well as approximately 800 distribution centers and approximately 800 bakery outlets throughout the country. The company and seven of its debtor-affiliates filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04- 45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6% senior subordinated convertible notes due Aug. 15, 2014) in total debts. The Debtors' filed their Chapter 11 Plan and Disclosure Statement on Nov. 5, 2007. Their exclusive period to file a chapter 11 plan expired on November 8. The Debtors have been been actively seeking higher and better offers to the proposed financing and plan support agreements and received interest from multiple parties regarding the opportunity to invest in the company. The deadline for investors to submit initial bids was on November 28 and deadline to submit final bids is on Jan. 15, 2008. (Interstate Bakeries Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). JETBLUE AIRWAYS: Sells 19% Stake to Lufthansa for $300 Million -------------------------------------------------------------- JetBlue Airways Corporation and Deutsche Lufthansa AG disclosed an agreement for Lufthansa to make a minority equity investment in JetBlue. Under the terms of the agreement, which has been approved by the Boards of both companies, Lufthansa will purchase in a private placement approximately 42 million newly issued common shares of JetBlue, or 19% of JetBlue's equity after giving effect to the issuance. Lufthansa is acquiring the shares at a price of $7.27 per share, or a total of approximately $300 million, representing approximately a 16% premium to December 12 closing price of $6.25. The agreement provides that a Lufthansa nominee will be appointed to the Board of Directors upon the closing of the transaction. The Lufthansa nominee will be a Class II director and will be up for election at JetBlue's annual meeting in 2008. "We are very pleased to become an investor in JetBlue," Lufthansa Group Chairman and Chief Executive Officer Wolfgang Mayrhuber, said. "Our investment reflects the confidence we have in JetBlue's quality, growth potential and management team. This investment presents Lufthansa with a compelling opportunity to invest in the U.S. point-to-point carrier market as the industry continues to evolve. The transaction links two airlines with international reputations for quality, innovation and a service culture." "We welcome this significant endorsement of JetBlue's franchise from one of the most respected leaders in global aviation," Dave Barger, JetBlue's CEO, said. "The agreement reaffirms our belief in JetBlue's disciplined growth plan and will also improve our balance sheet and give us greater financial flexibility as we move into 2008." Both airlines also look forward to exploring potential opportunities for further cooperation for the benefit of their customers. No specific areas of potential cooperation have been agreed upon. JetBlue shareholder approval is not required in connection with the transaction, which is subject to regulatory review and approval, and is expected to close in the first quarter of 2008. This transaction represents the first significant investment by a European air carrier in a U.S. point-to-point air carrier. About Lufthansa Headquartered in Frankfurt, Germany, Deutsche Lufthansa AG (Xetra:WKN 823212) -- http://www.lufthansa.com/-- is a global aviation group with about 400 subsidiaries and affiliates. The Group operates in five business areas, centering on its core passenger transportation business. In 2006, the Lufthansa passenger airlines carried around 53.4 million passengers. The other business segments are Logistics, MRO, IT Services and Catering. The entire fleet of the Aviation Group comprises around 500 aircraft. Together with SWISS International Airlines and the regional carriers, flying on Lufthansa's behalf, the Group operates more than 770,000 flights for its customers yearly. The Lufthansa Group currently employs more than 100,000 people. About JetBlue Headquartered in Forest Hills, New York, JetBlue Airways Corp. (Nasdaq: JBLU) -- http://www.jetblue.com/-- provides passenger air transportation services in the United States. As of Feb. 14, 2007, it operated approximately 502 daily flights serving 50 destinations in 21 states, Puerto Rico, Mexico, and the Caribbean; and a fleet of 98 Airbus A320 aircraft and 23 EMBRAER 190 aircraft. The company also provides in-flight entertainment systems for commercial aircraft, including live in-seat satellite television, digital satellite radio, wireless aircraft data link service, and cabin surveillance systems and Internet services, through its wholly owned subsidiary, LiveTV LLC. * * * As reported in the Troubled Company Reporter on Aug. 14, 2007, Fitch Ratings affirmed these debt ratings of JetBlue Airways Corp.: issuer default rating at 'B'; and senior unsecured convertible notes at 'CCC' with a recovery rating of 'RR6'. The rating outlook is stable. JOHNNY CRAWFORD: Case Summary & 12 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Johnny Glenn Crawford P.O. Box 1016 Vernon, AL 35592 Bankruptcy Case No.: 07-72222 Chapter 11 Petition Date: December 12, 2007 Court: Northern district of alabama (Tuscaloosa) Debtor's Counsel: Harry P. Long, Esq. P.O. Box 1468 Anniston, AL 36202 Tel: (256) 237-3266 Total Assets: $821,530 Total Debts: $6,026,368 Debtor's 12 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Internal Revenue Service $2,400,000 801 Tom Martin Drive Birmingham, AL 35203 G.E.C.C. $2,277,451 c/o James T. Heidelbach One South Street, Suite 2200 Baltimre, MD 21201 Lamar Homecare, Inc. $330,000 Post Office Box 547 Vernon, AL 35592 Lamar Broadcasting $242,000 Bank of Vernon $235,000 Roger and Carol Redus $117,000 Bank of Vernon $70,803 State of Alabama $19,000 Whiteford, Taylor, Taylor & $3,500 Preston Lamar County Tax Collector $3,500 Children's Hospital $1,500 Fayette Medical Center $800 JP MORGAN: Moody's Junks Rating on Class P Certificates ------------------------------------------------------- Moody's Investors Service downgraded one class and affirmed the ratings of twenty three classes of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14 as: -- Class A-1, $42,964,694, affirmed at Aaa -- Class A-2, $141,263,000, affirmed at Aaa -- Class A-3A, $100,000,000, affirmed at Aaa -- Class A-3B, $118,197,000, affirmed at Aaa -- Class A-4, $957,540,000, affirmed at Aaa -- Class A-SB, $115,377,000 affirmed at Aaa -- Class A-1A, $425,692,874, affirmed at Aaa -- Class A-M, $274,737,000, affirmed at Aaa -- Class A-J, $209,486,000, affirmed at Aaa -- Class X-1, Notional, affirmed at Aaa -- Class X-2, Notional, affirmed at Aaa -- Class B, $61,816,000, affirmed at Aa2 -- Class C, $27,474,000, affirmed at Aa3 -- Class D, $41,210,000, affirmed at A2 -- Class E, $24,040,000, affirmed at A3 -- Class F, $34,342,000, affirmed at Baa1 -- Class G, $27,473,000, affirmed at Baa2 -- Class H, $41,211,000, affirmed at Baa3 -- Class J, $13,737,000, affirmed at Ba1 -- Class K, $13,737,000, affirmed at Ba2 -- Class L, $6,868,000, affirmed at Ba3 -- Class M, $3,434,000, affirmed at B1 -- Class N, $6,869,000, affirmed at B2 -- Class P, $6,868,000, downgraded to Caa1 from B3 As of the Nov. 13, 2007 distribution date, the transaction's aggregate principal balance has decreased by approximately 0.8% to $2.73 billion from $2.75 billion at securitization. The Certificates are collateralized by 198 loans, ranging in size from less than 1.0% to 10.6% of the pool, with the top ten loans representing 43.1% of the pool. The pool includes four shadow rated loans, which represent 19.7% of the pool. No loans have defeased or been liquidated from the pool. Seven loans, representing 1.8% of the pool, are in special servicing. Moody's is estimating $3.9 million of losses from all the specially serviced loans. Thirty-eight loans, representing 10.3% of the pool, are on the master servicer's watchlist. Moody's was provided with full year 2006 operating results for 93.0% of the performing loans. Moody's weighted average loan to value ratio for the conduit component is 102.9% compared to 100.3% at securitization. Moody's is downgrading Class P due to dispersion (16.3% of loans have a Moody's LTV greater than 120%) and projected losses on the specially serviced loans. The largest shadow rated loan is the Houston Galleria Loan ($290.0 million -- 10.6%), which is a 50.0% pari-passu interest in a $580.0 million loan. It is secured by a 1.5 million square foot super regional mall located in Houston, Texas. The center is anchored by Macy's, Neiman Marcus, Nordstrom and Saks Fifth Avenue. The space formerly occupied by Lord & Taylor was reconfigured to an additional 102,000 square feet of in-line space in 2006. There is also a junior trust component of $130.0 million as well as junior non-trust component of $110.0 million. The loan is interest only for the entire term. Moody's current shadow rating is Baa2 the same as at securitization. The second largest shadow rated loan is the Patrick Henry Building Loan ($120.0 million -- 4.4%), which is secured by a 520,000 square foot office building located in Washington, DC. The property is 100.0% leased by the U.S. Department of Justice until August 2015. The loan is interest only for the entire term. Moody's current shadow rating is Baa3, the same as at securitization. The third largest shadow rated loan is the Center Point I Loan ($117.4 million -- 4.3%), which is a 90.0% paripassu interest in a $130.5 million loan. The loan is secured by 16 industrial/warehouse properties located in Illinois (15) and Wisconsin (1). The portfolio includes a total of 5.4 million square feet. The loan is interest only for 60 months. Moody's current shadow rating is Baa3, the same as at securitization. The fourth largest shadow rated loan is the 155 Canal Street Loan ($9.8 million -- 0.4%), which is secured by a 24,000 square foot office building located in New York City. The property is 100.0% leased the same as at securitization. Moody's current shadow rating is Baa2 the same as at securitization. The top three conduit exposures represent 17.1% of the pool. The largest conduit loan is the Ballantyne Corporate Park Loan ($217.0 million -- 8.0%), which is secured by a portfolio of 18 office and two hotel properties located in Charlotte, North Carolina. The loan is interest only for the entire term. Moody's LTV is 97.6% the same as at securitization. The second largest conduit exposure is the Colony Line II Portfolio Loan ($158.6 million -- 5.7%), which is secured by a portfolio of eight crossed-collateralized and cross-defaulted loans secured by two multi-family properties (728-units), four industrial properties (2.5 million square feet), and two office properties (374,000 square feet) located in Georgia, Virginia, Texas and Illinois. The loan is interest only for 84 months. Moody's LTV is 91.2% compared to 92.8% at securitization. The third largest conduit exposure is the Avion Business Park Portfolio Loan ($95.0 million -- 3.5%), which is secured by seven office buildings with a total of 586,466 square feet located in Chantilly, Virginia. Moody's LTV is 115.0% the same as at securitization. JTG SCAFFOLDING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: JTG Scaffolding, Inc. 309 W. Elizabeth Avenue Linden, NJ 07036 Bankruptcy Case No.: 07-28287 Chapter 11 Petition Date: December 12, 2007 Court: District of New Jersey (Newark) Debtor's Counsel: Leonard C. Walczyk, Esq. Wasserman, Jurista & Stolz 225 Millburn Ave., Suite 207 P.O. Box 1029 Millburn, NJ 07041-1712 Tel: (973) 467-2700 Fax: (973) 467-8126 http://www.wjslaw.com/ Total Assets: $1,907,289 Estimated Debts: $1,899,987 Debtor's 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service taxes $952,008 Special Procedures 955 So. Springfield Avenue Springfield, NJ 07081 State of New Jersey -- Sale taxes $215,970 Tax P.O. Box 999 Trenton, NJ 08646-0999 New Jersey Division of taxes $114,837 Taxation P.O. Box 248 Trenton, NJ 08646-0248 Metro Hoisting trade debt $86,333 NJ Department of Labor taxes $80,850 & Workforce Unemployment John T. Gregorio, Jr. trade debt $55,906 Alimak Hoist, Inc. trade debt $50,855 NJBLS Welfare Fund trade debt $49,666 Vergona Crane Co. trade debt $34,033 NJ Carpenters Funds trade debt $26,672 Genova Burns and Verona trade debt $25,369 Swing Staging trade debt $25,065 New York Timber LLC trade debt $24,872 Global Electric & Dev. trade debt $20,590 Valvano Insurance Agency trade debt $19,733 JTG & Son Scaffolding trade debt $17,106 AI Expediting Service trade debt $11,115 ACE USA trade debt $10,000 Ironworkers Funds trade debt $9,975 Tomasso Bros trade debt $7,310 KENDLE INTERNATIONAL: S&P Revises Outlook to Pos. from Stable ------------------------------------------------------------- Standard & Poor's Rating Services revised its outlook on Cincinnati, Ohio-based contract research organization Kendle International Inc. to positive from stable. S&P also revised its issue rating on the company's amended $53.5 million revolver to 'BB' with a recovery rating of '1', indicating the expectation of very high (90%-100%) recovery of principal in the event of default. At the same time, S&P affirmed all existing ratings, including its 'B+' corporate credit rating, on Kendle. The outlook revision reflects the company's progress integrating the operations of Charles River Laboratories International phase II-IV clinical research operations, which was acquired for about $236 million in August 2006. In addition, the company has generated free cash flow in excess of S&P expectations since the initial rating. While free cash flow may be used to fund selective acquisitions to expand the company's global reach in the future, cushion exists in the financial risk profile to absorb such transactions. S&P's ratings on Kendle continue to reflect the company's aggressive leverage, and the challenges of managing a rapidly growing business. These risks partly are offset by Kendle's strong position in a fairly fragmented market and its global presence. KENNETH KING: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Kenneth Shihai King Yien Koo King 190 East 72 Street New York, NY 10021 Bankruptcy Case No.: 07-13907 Chapter 11 Petition Date: December 11, 2007 Court: Southern District of New York (Manhattan) Judge: Martin Glenn Debtor's Counsel: Todd E. Duffy, Esq. Duffy & Atkins, L.L.P. Seven Penn Plaza, Suite 420 New York, NY 10001 Tel: (212)268-2685 Fax: (212)500-7972 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its largest unsecured creditors. KITTY HAWK: Hires Two Auctioneers to Sell Equipment --------------------------------------------------- Kitty Hawk Inc. obtained authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ GE Capital Solutions and Starman Brothers Auctions Inc. as auctioneers, Bill Rochelle of Bloomberg News reports. According to Bloomberg, GE Capital Solutions will sell the trucks and trailers used in the ground delivery side of the business while Starman Brothers will sell off the freight handling equipment, spare parts, and aircraft maintenance tools at the hub in Fort Wayne, Indiana. As compensation, Bloomberg relates that GE will receive a five percent commission while charging a ten percent buyer's premium and Starman will take a four percent commission, with purchasers paying a five percent premium. Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) -- http://www.kittyhawkcompanies.com/-- is a holding company providing corporate planning and administrative services. It operates through its three wholly owned bankrupt subsidiaries, Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank. N.D. Tex. Case No. 00-42141). On Aug. 5, 2002, the Court confirmed the Debtor's Plan which became effective on Sept. 30, 2002. The Debtor, along with four affiliates, filed new voluntary chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos. 07-44536 to 07-44540). Gogi Malik, Esq., and Jason S. Brookner, Esq., at Andrews & Kurth, LLP, represent the Debtors. The Official Committee of Unsecured Creditors has selected Munsch, Hardt, Kopf & Harr, P.C., as its counsel. As of Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets of $40 million and total liabilities of $31 million. KNIGHT INC: $5.3MM Myria Deal Cues Moody's Positive Outlook ----------------------------------------------------------- Moody's Investors Service changed the rating outlook for Knight Inc. (Ba2 Corporate Family Rating) and its indirect subsidiary Kinder Morgan GP, Inc. (Ba2 preferred stock rating) to positive from stable following the announcement that Knight has entered into an agreement to sell an 80% equity stake in its subsidiary MidCon to Myria Acquisition, and that virtually all the $5.3 billion of after-tax cash proceeds would be used to repay Knight's debt. Kinder Morgan Energy Partners, L.P.'s rating outlook is not affected by this announcement. If requisite regulatory clearances are received early next year as contemplated, this transaction would roughly halve Knight's debt and accelerate its restructuring process. The MidCon proceeds are expected to eliminate Knight's outstanding management buy-out debt ($5.8 billion was incurred at the outset of the May 2007 buy-out) and to reduce some legacy debt, resulting in pro forma debt of $3.7 billion. On the other hand, as a result of this sale, Knight will lose a significant portion of cash flow it receives from MidCon. Moody's will monitor the progress of the MidCon sale, and early next year will review Knight and the Kinder Morgan Energy Partners' budget when it is unveiled. It is possible that Moody's could take rating action based on its assessment. Outlook Actions: Issuer: K N Capital Trust I -- Outlook, Changed To Positive From Stable Issuer: K N Capital Trust III -- Outlook, Changed To Positive From Stable Issuer: Kinder Morgan Finance Company, ULC -- Outlook, Changed To Positive From Stable Issuer: Kinder Morgan G.P., Inc. -- Outlook, Changed To Positive From Stable Issuer: Knight Inc. -- Outlook, Changed To Positive From Stable Knight Inc. and its affiliates are headquartered in Houston, Texas. KNIGHT INC: MidCon Sale Cues Fitch's Positive Watch --------------------------------------------------- Fitch Ratings has placed these ratings of Knight, Inc. on Rating Watch Positive following the company's announcement that it has agreed to sell an 80% stake in MidCon LLC, a Knight subsidiary. -- Long-term Issuer Default Rating 'B+'; -- Senior secured credit facilities 'BB/RR2' -- Secured notes and debentures 'BB/RR2' -- Short-term IDR 'B'; -- Capital trust securities (KN Capital Trust I and III) 'B- /RR6'. MidCon LLC is the holding company of the Natural Gas Pipeline Company of America. Consummation of this sale and the expected paydown of debt, along with asset dispositions completed earlier this year, substantially completes Knight's deleveraging following its own management-led leveraged buyout completed in May 2007. Approximately $9 billion in debt is affected. Knight Inc. has agreed to sell an 80% majority share of MidCon to a newly formed entity owned by a consortium consisting of two Babcock & Brown managed funds, The Public Service Pension Board, a Canadian pension fund and PGGM, a Netherlands pension fund, collectively Myria Acquisition Inc. Myria will pay Knight $2.9 billion for an 80% equity share in MidCon and prior to the deal closing, MidCon will issue $3.0 billion in new debt, the proceeds of which will go to Knight in the form of a special distribution. In total, Knight will receive approximately $5.3 billion after taxes, and retain a 20% minority interest and operatorship of MidCon/NGPL. Knight management has indicated that virtually all of the proceeds will go towards debt reduction, starting with the debt incurred from the LBO. The Rating Watch Positive reflects Knight's successful focus on lower leverage following the LBO. This announcement follows earlier asset sales and drop downs in 2007 and substantially completes the asset sale program. When coupled with the strong operating performance and distribution growth at Kinder Morgan Partners, L.P. with the expected initiation of service at the Rockies Express Pipeline venture in early 2008, Fitch expects substantially improved coverage metrics. Post LBO debt, which exceeded $11 billion at closing, could be reduced to under $4 billion if proceeds from this transaction are fully applied to debt reduction and despite the loss of 80% of EBITDA from NGPL Fitch expects significant improvement in leverage and coverage measures. However, also considered in Knight's ratings will be its structural subordination to debt at KMP and MidCon. Following customary approvals, the transaction is expected to close in the first half of 2008. At that time, should all of the proceeds be used for de-leveraging and Knight's financial profile improve in line with Fitch's estimates, Fitch expects to upgrade Knight's ratings possibly by multiple-notches across the capital structure. KNIGHTSBRIDGE CLO: S&P Assigns 'BB' Rating on $22 Million Notes --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary ratings to Knightsbridge CLO 2007-1 Ltd./Knightsbridge CLO 2007-1 Corp.'s $445.3 million floating-rate notes due 2022. The preliminary ratings are based on information as of Dec. 12, 2007. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect: -- The expected commensurate level of credit support in the form of subordination to be provided by the notes junior to the respective classes; -- The transaction's cash flow structure, which was subjected to various stresses requested by Standard & Poor's; and -- The transaction's legal structure, including the issuer's bankruptcy remoteness. Preliminary Ratings Assigned Knightsbridge CLO 2007-1 Ltd./Knightsbridge CLO 2007-1 Corp. Class Rating Amount ----- ------ ------ A-1 AAA $316,300,000 A-2 AAA $20,000,000 B AA $30,000,000 C A $35,000,000 D BBB $22,000,000 E BB $22,000,000 Subordinated notes NR $44,000,000 NR -- Not rated. LAND O'LAKES: Good Performance Cues S&P to Lift Rating to BB ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit and other ratings on privately owned marketing and supply cooperative Land O'Lakes Inc. The corporate credit rating is now 'BB'. The outlook is stable. "The upgrade reflects the continued improvement in operating performance of Land O'Lakes and the related improvement in its financial performance," said Standard & Poor's credit analyst Jayne M. Ross. "In addition, we expect favorable industry dynamics to continue for the next several years, which should benefit Land O'Lakes." The addition of the crop protection products wholesale business from the agronomy joint venture, Agriliance LLC, fits within the cooperative's strategic focus on value-added businesses and should allow Land O'Lakes to better leverage the expertise of the seed and crop protection businesses. "We expect that this business will add to operating income in fiscal 2008," said Ms. Ross. The rating on Land O'Lakes reflects the inherent cyclical nature and seasonality of many of the cooperative's agricultural-based businesses, and low margins. These factors are somewhat mitigated by the strength of many of the cooperative's brands, diverse product line, geographic coverage, its improved financial profile burden with modest near-term debt maturities, moderate discretionary cash flow, and an experienced management team. LB-UBS: Moody's Affirms Ratings on 23 Classes --------------------------------------------- Moody's Investors Service upgraded the ratings of eight classes and affirmed the ratings of twenty three classes of LB-UBS Commercial Mortgage Trust 2003-C7 as: -- Class A-1, $112,275,448 affirmed at Aaa -- Class A-2, $239,000,000 affirmed at Aaa -- Class A-3, $187,000,000 affirmed at Aaa -- Class A-4, $355,336,000 affirmed at Aaa -- Class A-1B, $269,943,072 affirmed at Aaa -- Class B, $18,090,000 affirmed at Aaa -- Class C, $21,707,000 affirmed at Aaa -- Class D, $16,281,000 affirmed at Aa2 -- Class E, $16,280,000 affirmed at Aa3 -- Class F, $12,663,000 affirmed at A2 -- Class G, $23,516,000 affirmed at A3 -- Class H, $21,708,000 affirmed at Baa1 -- Class J, $14,471,000 affirmed at Baa2 -- Class K, $14,472,000 affirmed at Baa3 -- Class L, $12,663,000 affirmed at Ba1 -- Class M, $7,235,000 affirmed at Ba2 -- Class N, $3,618,000 affirmed at Ba3 -- Class P, $3,618,000 affirmed at B1 -- Class Q, $3,618,000 affirmed at B2 -- Class S, $3,618,000 affirmed at B3 -- Class BA, $5,800,000 affirmed at Baa1 -- Class SU-1, $1,300,000 upgraded to Aaa from Aa3 -- Class SU-2, $1,470,000 upgraded to Aaa from A1 -- Class SU-3, $1,730,000 upgraded to Aaa from A2 -- Class SU-4, $1,270,000 upgraded to Aaa from A3 -- Class SU-5, $1,355,000 upgraded to Aaa from Baa1 -- Class SU-6, $1,625,000 upgraded to Aaa from Baa2 -- Class SU-7, $2,250,000 upgraded to Aaa from Baa3 -- Class X-CL, Notional, affirmed at Aaa -- Class X-CP, Notional, affirmed at Aaa -- Class X-SU, Notional, upgraded to Aaa from Aa3 As of the Nov. 19, 2007 distribution date, the transaction's aggregate principal balance has decreased by approximately 4.7% to $1.40 billion from $1.46 billion at securitization. The Certificates are collateralized by 67 loans, ranging in size from less than 1.0% to 14.8% of the pool, with the top ten loans representing 50.7% of the pool. The pool includes five shadow rated investment grade loans, which represent 37.7% of the pool. Twenty-seven loans, representing 29.3% of the pool, have defeased and are collateralized by U.S. Government securities. Two loans have been liquidated from the pool resulting in a realized loss of approximately $605,648. There are no loans in special servicing at the present time. Eight loans, representing 6.9% of the pool, are on the master servicer's watchlist. Moody's was provided with full year 2006 operating results for 100.0% of the performing loans. Moody's weighted average loan to value ratio for the conduit component is 95.4% compared to 98.2% at Moody's last full review in April 2006 and compared to 95.0% at securitization. The upgrade of Classes SU-1 through SU-7 and Class X-SU is due to the defeasance of the related Sheraton Universal Hotel loan. The largest shadow rated loan is the Bank of America Building Loan ($206.7 million - 14.8%), which represents the pooled portion of a $212.5 million mortgage loan. The loan is secured by a 1.1 million square foot Class A office building located in midtown Manhattan. The largest tenant is Bank of America Corporation (Moody's senior unsecured rating Aa1 - stable outlook; 18.6% NRA; lease expiration December 2013). The non-pooled portion of the loan ($5.8 million) is held within the trust and serves as security for non-pooled Class BA. The loan is interest only for the entire term. Moody's current shadow rating of the total loan is Baa1, the same as at last review and at securitization. The second largest shadow rated loan is the Parklawn Building Loan ($100.0 million - 7.2%), which is secured by a 1.4 million square foot Class B office building located in Rockville, Maryland. The property is 98.0% occupied by the U.S. Department of Health and Human Services on a lease expiring in July 2010. The loan is interest only for the entire term. Moody's current shadow rating is Baa3, the same as at last review and at securitization. The third largest shadow rated loan is the Valley Plaza Loan ($98.4 million - 7.1%), which is secured by a 1.2 million square foot super regional mall located in Bakersfield, California. The center, which is anchored by Sears, J.C. Penney, Macy's, and Gottschalks, is the dominant mall in its market. As of June 2007, in-line space was 91.8% leased essentially the same as at last review and compared to 95.7% at securitization. Comparable in- line sales were $514 per square foot for year-end 2006 compared to $370 per square foot in 2002. Performance improved due to an increase in base rent and from amortization. Moody's current shadow rating is A3 compared to Baa1 at last review and compared to Baa2 at securitization. The fourth largest shadow rated loan is the Westfield Shoppingtown Santa Anita Loan ($71.0 million -- 5.1%), which represents the senior portion of a $93.4 million mortgage loan. The loan is secured by a 1.3 million square foot regional shopping center located approximately 18 miles east of Los Angeles in Arcadia, California. The center is anchored by J.C. Penney, Macy's and Nordstrom. The $22.4 junior note, is held outside the trust. The property is also encumbered by a $77.5 million B Note, which was used to fund recent renovations and is held outside the trust. Moody's current shadow rating for the senior loan is Aaa, the same as at last review and at securitization. The fifth largest shadow rated loan is the Visalia Mall Loan ($43.6 million - 3.1%), which is secured by a 440,000 square foot regional center located in Visalia, California. The center is the dominant mall in its market and is anchored by J.C. Penney, which is not part of the security, and Gottschalks. As of June 2007 the center was 98.0% leased the same as at last review and at securitization. Performance improved due to an increase in base rent and from amortization. Moody's current shadow rating is Aa3 compared to A2 at last review and compared to Baa1 at securitization. The top three conduit exposures represent 9.7% of the pool. The largest conduit loan is the Moorestown Mall Loan ($59.9 million - 4.3%), which is secured by a 1.1 million square foot regional mall located in Moorestown, New Jersey. The mall is anchored by Sears, Boscov's, Lord & Taylor and Macy's. Moody's LTV is 81.2% compared to 84.7% at last review and compared to 88.0% at securitization. The second largest conduit exposure is the Shops at Gainey Village Loan ($38.7 million - 2.8%), which is secured by a 138,000 square foot unanchored shopping center located in Scottsdale, Arizona. Moody's LTV is 92.1% compared to 90.8% at last review and compared to 93.1% at securitization. The third largest conduit exposure is the Sunchase Portfolio Loan ($36.3 million -- 2.6%), which is secured by three cross collateralized loans secured by three multifamily properties located in Tampa, Clearwater and Orlando. Originally there were seven loans, however, four defeased. Moody's LTV is 85.9% compared to 87.7% at last review and compared to 88.5% at securitization. LEBARON DRYWALL: Files Chapter 11 Plan of Reorganization -------------------------------------------------------- LeBaron Drywall Inc. filed an amended Chapter 11 Plan of Reorganization and its accompanying Disclosure Statement with the U.S. Bankruptcy Court for the District of Alaska. Description of Assets The Debtor's Disclosure Statement states that it's company was originally formed to operate a drywall contracting business. The company remained in operation more or less continuously up to approximately the year 2000. Business operations at that point stopped, but the corporate status was maintained. The business operations were revived in March of 2005 under a transaction in which LeBaron Drywall acquired title to Tracts C, D and E of Terraces Subdivision and to lots in Mesquite Subdivision. Prior to March 2005, Terraces Subdivision LLC owned all of the Terraces Subdivision, a 75-acre parcel which has subsequently been partially developed and subdivided into Tracts A-E. Debtor was engaged in the development of two subdivisions in Anchorage-Terraces Subdivision and Mesquite Subdivision. The Terraces Subdivision property is currently subdivided into Tracts A, B, C, D and E. As of date of bankruptcy, the Debtor owned Tracts C and E. Tracts A and B were previously purchased by Tom Plooy for $4.7 million -- with a contractual right to repurchase -- and have been developed into 50 building lots. Tract D was sold to Ingrim Investments, which is developing that Tract, consisting of 20 lots. Tract C has been sold post petition to Merit Homes, Inc. Development of Tract C is complete and consists of 25 lots. Tract E remains un-subdivided. However, the existing design work obtained by the Debtor will allow Tract E to be subdivided into additional subdivisions involving a total of 147 building lots. Tract E also includes 3 lots abutting on Cange Road. The Mesquite Subdivision consists of 22 developed lots designed for single-family residences. The Debtor acquired title to Mesquite as part of the March 2005 refinancing. At the time, the property was developed, but sale could not proceed because the Municipality of Anchorage claimed the property was contaminated because of buried vehicles and other items. The Debtor disputed the severity of the problem, and by the fall of 2006 the Municipality withdrew its objections. Lots 11, 13-15 and 18-22 were encumbered by a deed of trust in favor of Tom Plooy but those lots were sold free and clear by court order entered July 3, 2007 (DE 83). Lots 4-10 and 12 are encumbered by a deed of trust in favor of Ralph Feriani and a disputed secured claim in favor of Charles D. Aalfs. The Debtor relates that, after acquiring title, Terraces Subdivision LLC began preliminary work on permitting and rezoning. The property had been a gravel pit, and significant site planning work was required for, among other things, grading and slope restoration. The permitting process proved difficult and time- consuming. Neighboring landowners filed objections with the city, which further dragged out the process. Key issues were addressed before the Assembly, causing further delay. A settlement was finally reached in 2004. However, because of the disputes, no work occurred on site during the 2003 or 2004 construction seasons. Following closing on the March 2005 refinancing, development began on Tracts A and B. Most (but not all) of the work on Tracts A and B was completed prior to the Chapter 11 filing, and lot sales began in late 2005. All but two lots in Tracts A and B have been sold. Since then, various settlements were entered with respect to the tracts of land. FNBA's Claim Class S-1 consists of the secured claim of First National Bank of Alaska. The obligation is evidenced by a promissory note in the principal amount of $10,850,026, of which, the interest rate is prime plus 0.5%. The Bank's claim is secured by a deed of trust against Tracts C and E of Terraces Subdivision. The Bank will retain its liens on Tract E subject to the terms of the Plan, and the claim will be credited for $2,000,000 paid to S-1 from sale of Tract C. The lien will secure the obligation to repay the allowed secured claim, subject to the terms of the Plan. The liquidated amount of the claim is subject to dispute. Notwithstanding those disputes, periodic payments will be made to Class S-1. If any portion of the Bank's claim remains in dispute, payment on account of that disputed portion will be escrowed in an interest-bearing account pending final resolution of any such dispute. Interest will accrue on the Bank's claims at the rate of prime plus 0.5% on the principal balance from date of bankruptcy. The entire balance on the allowed claim will be due and paid in full by Dec. 31, 2013. Charles Dan Aalfs Claim Charles Dan Aalfs' secured claim is evidenced by a promissory note in the principal amount of $750,000 and secured by a deed of trust on Lots 4-10 and 12 of Mesquite Subdivision, Plat 2004-20, Anchorage Recording District, Third Judicial District, State of Alaska. Class S-2 is fully secured by a lien on the principal asset of Terraces Subdivision, LLC consisting of 40 acres situated at Glenn Highway near Turpin. Class S-2 will not receive any distribution under this Plan. The Mesquite lots will be transferred to Feriani (S-3) subject to liens and interests. Feriani's Claim The $750,000 secured Class S-3 claim of the Ralph Feriani Profit Sharing Trust is secured by a deed of trust against lots 4-10, and 12, Mesquite Subdivision, Plat 2004-200, Anchorage Recording District, Third Judicial District, State of Alaska. Debtor will transfer the property to Feriani subject to existing liens and interests. The transfer will be in full satisfaction of Feriani's claims against the Debtor except that S-3 will retain a contingent unsecured claim as of petition date in the event he is unsuccessful in resolving his dispute with Aalfs regarding the primacy of Feriani's lien, marshalling of assets, and related claims. Tom Plooy's Claim Class S-4 consists of the secured claim of Tom Plooy in the principal amount of $1,022,000 plus interest secured by a deed of trust on Lots 11, 13-15 and 18-22 of Mesquite Subdivision. This claim has been paid in full from post-petition sale of lots 11, 13-15, and 18-22 of Mesquite Subdivision. This claim is discharged, and no payment will be made by Debtor on account of the claim. Class S-5 consists of the claim of Tom Plooy of approximately $1,117,000 asserted in Proof of Claim No. 5 and involving the aborted purchase of Tract C and the claims arising from Plooy's purchase of Tracts A and B plus any claim for interest. Plooy's claims are fully unsecured. Tract C has been sold free and clear of liens, and Plooy does not have any interest in the proceeds from that sale. The Class S-5 claim is also disputed. Class S-5 claims will be rejected when they arise from or pertain to any executory contract. If allowed, they will participate pro rata in distribution from the Creditor Pooled Funds. Ingrim Investments' Claim Class S-6 consists of the secured claim of Ingrim Investments, Inc. arising from a mechanic's lien filed against Tract C on Nov. 17, 2006, in the principal amount of $631,099. This claim is fully unsecured. Tract C has been sold free and clear of liens and Ingrim does not have any interest in the proceeds. Ingrim Investments will be paid pro rata from Net Proceeds of lot sales in Tract E allocated to the Creditor Pooled Funds. Northern Geotechnical's Claim Northern Geotechnical Engineering, Inc.'s Class S-7, fully unsecured claim arises from a mechanic's lien filed in the Anchorage Recording District on Dec. 11, 2006, in the principal amount of $35,650. Tract C has been sold free and clear of liens, and Class S-7 does not have any interest in the proceeds. The lien claim also was not properly filed against Tracts C and B of Terraces. The claim also appears to include work on property other than Terraces Subdivision, and Mesquite Subdivision. The claim will remain disputed until it is determined to what extent the specific goods or services benefited either Terraces or Mesquite. Northern Geotechnical will be paid pro rata from net proceeds of Lot Sales allocated to the Creditor Pooled Funds. Alaska Pacific's Claim The Class S-8 secured claim of Alaska Pacific Leasing Company comes from mechanic's liens filed on Feb. 13, 2007, in the principal amount of $2,691, affecting Lots 23, 24, and 25 of Mesquite Subdivision, and the mechanic's lien claim against Tracts C, D, and E of Terraces in the amount of $84,625 and any other claim filed post petition. The Class S-8 claim is fully unsecured. Tract C has been sold free and clear of liens and S-8 does not have any liens against the proceeds. The claim also appears to include claims for goods and services provided to entities other than the Debtor. The claim is disputed, and an objection will be filed. To the extent the claim is allowed, it will participate pro rata in distributions from net proceeds of lot sales as allocated to the creditor pooled funds. The remaining lien claim against the Mesquite lots will be paid from funds already set aside at time of closing on the sale of the Mesquite lots to Crain and Johnson. Artistic Construction's Claim This is a claim in the amount of $250,000 asserted per a filing made in the Anchorage Recording District, on June 16, 2006 purporting to create a right to purchase lots 70 and 106 of Tract E, which are not currently subdivided parcels. This claim is disputed, and a claims objection will be filed to this claim. The claim is not supported by consideration, and it will not be paid unless it has been formally allowed by court order. If allowed, it will participate pro rata in distribution from net proceeds of lot sales allocated to the Creditor Pooled Funds. Norman Bristow's Claim Norman Bristow's Class S-10 consists of what purports to be a secured claim of $360,000 purporting to affect all of the Terraces Subdivision. This claim is disputed on the grounds, among other things, that it has already been discharged and is not a valid claim against the Debtor or against any property owned by the Debtor. No payment will be made on account of this claim except as allowed by court order. An objection will be filed to the claim. To whatever extent the claim is allowed, it will participate pro rata in the distributions from net proceeds of lot sales allocated to the Creditor Pooled Funds. Municipality of Anchorage's Claim Class S-11 consists of the allowed secured claim of the Municipality of Anchorage for real estate taxes on Tract E, including principal and interest and (excluding penalties) as reflected in Proof of Claim No. 3, for taxes due on each lot sold. The amount, as of Aug. 21, 2007, is for principal of $69,420 and interest of $3,316 plus interest at the rate of 10%. Class S-12 consists of two deeds of trust in favor of the Municipality of Anchorage with respect to improvements made or to be made in The Terraces Subdivision. They include the deed of trust recorded in October, 2007 securing the sum of $95,000 for slope restoration work in Tract E and the deed of trust recorded Nov. 19, 2007 in the amount of $110,000 securing contingent liability for warranties given on improvements accepted by the Municipality in Tracts A and B of Terraces Subdivision and for possible repair work on storm drains in Tracts A and B. Payment will be made to Class S-11 from gross proceeds (net of closing costs) for the lot sales in Tract E occurring in 2008. Class S-11 will be paid in full on principal and accrued interest for these claims out of gross proceeds, which will be applied against delinquent taxes for 2006 and 2007 and gross proceeds will pay current any pro rata taxes for 2008 pro rated to the date of the sale of lots in Tract E. Slope restoration work will be completed in The Terraces in the course of build out and sale of lots in Tract E. The costs will be taken from proceeds realized on sale of the upland lots 1-3, except that the Debtor is authorized to use proceeds from the sale of lots in Tract E to front the expense of slope restoration (with the resulting credit to the buyer on closing of lots in Tract E (with the understanding that this cost will be reimbursed from proceeds of sale of the upland lots). Priority Creditors' Claims The 503(b) priority creditors are divided into two classes. Class P-1 consists of the U.S. Trustee's office, Class P-2 consists of all other 503(b) priority creditors. Class P-1 will be paid in full on the effective date of the Plan. The P-2 creditors will be paid pro rata from available net proceeds insofar distribute to FNBA or the other creditors. Class P-3 consists of all pre-petition priority unsecured creditors listed on Schedule E. These are claims arising from payroll services provided by an affiliate of the Debtor, Prestige Homes, for employees who worked on the Lake Otis property. Arguably this is a general unsecured claim and not a priority claim since Prestige Homes is in effect the claimant, and subrogation rights are barred for priority claims by Section 507(d) of the U.S. Bankruptcy Code. Since this is a full-payment plan, there is no need to address the issue of whether these are priority claims or not. As a result, they will be merged with all the other creditors receiving payment pro rata from the Creditor Pooled Funds. The Debtor believes that, were the matter litigated, these "priority claims" would be determined to be general unsecured claims. Means for Executing the Plan The Plan involves seriatim development of lots in Tract E beginning with a 15 lot sale in 2008. Following receipt of net proceeds from sale of lots in Tract E, 80% of the distributions will be paid to FNBA, and the creditor pooled funds will receive 20%. Distributions will continue to be made until allowed claims, including interest from petition date, have been paid in full. Interest accrues on the FNBA claim at prime plus 0.5%. Interest accrues on all other allowed claims at 8%. Distributions from the Creditor Pooled Funds will be made pro rata on account of all allowed creditor claims in the case other than the claim of FNBA. In the event funds distributed are sufficient to pay FNBA in full including interest before payment in full to the other creditors (or vice versa), then 100% of subsequent net proceeds received will be distributed to the remaining creditors (or FNBA as the case may be) until all claims have been paid in full, including interest. Distributions will be made directly to FNBA at time of closing on lot sales in Tract E. Distributions will be made into the Creditor Pooled Funds for distribution on a quarterly basis, the distribution to occur no later than 45 days after the close of the quarter in which the funds were received. No more than 30 days after the entry of a confirmation order, the Debtor will file a notice to identify the effective date of the Plan. The effective date, the Debtor says, will be no earlier than Feb. 14, 2008, and no later than March 30, 2008. About LeBaron Drywall Based in Anchorage, Alaska, LeBaron Drywall Inc. built condominiums. The company filed for Chapter 11 protection on February 21, 2007 (Bankr. D. Alaska Case No. 07-00070). John C. Siemers, Esq., at Burr Pease & Kurtz, represents the Debtor in its restructuring efforts. Erik J. Leroy, Esq., serves as the Debtor's co-counsel. No Official Committee of Unsecured Creditors has been appointed in this case. When the Debtor filed for protection from its creditors, it listed estimated assets of $18,955,000. LEBARON DRYWALL: Court Extends Plan Solicitation Period to March 1 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Alaska extended, until March 1, 2008, the exclusive period wherein LeBaron Drywall Inc. can solicit acceptances for its Chapter 11 Plan of Reorganization. The Debtor's exclusive solicitation period expired on Nov. 12, 2007. The Debtor told the Court that it needs more time to complete the sale of its real property to Merit Homes Inc. for $3,125,000. The closing of the sale will also determine the exact money to satisfy First National Bank's $2 million claim and certain cost to complete the improvements. Based in Anchorage, Alaska, LeBaron Drywall Inc. builds condominiums. The company filed for Chapter 11 protection on February 21, 2007 (Bankr. D. Alaska Case No. 07-00070). John C. Siemers, Esq., at Burr Pease & Kurtz, represents the Debtor in its restructuring efforts. Erik J. Leroy, Esq., serves as the Debtor's co-counsel. No Official Committee of Unsecured Creditors has been appointed in this case. When the Debtor filed for protection from its creditors, it listed estimated assets of $18,955,000. LEHMAN BROTHERS: Moody's Holds B3 Rating on $3 Mil. Certificates ---------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Lehman Brothers- UBS Commercial Mortgage Inc., Commercial Pass-Through Certificates, Series 2006-1 as: -- Class A-1, $30,305,569, affirmed at Aaa -- Class A-2, $122,000,000, affirmed at Aaa -- Class A-3, $18,000,000, affirmed at Aaa -- Class A-AB, $61,000,000, affirmed at Aaa -- Class A-4, $531,302,000, affirmed at Aaa -- Class A-1A, $414,547,261, affirmed at Aaa -- Class A-M, $169,744,000, affirmed at Aaa -- Class A-J, $103,967,000, affirmed at Aaa -- Class X-CL, Notional, affirmed at Aaa -- Class X-CP, Notional, affirmed at Aaa -- Class B, $14,853,000, affirmed at Aa1 -- Class C, $23,340,000, affirmed at Aa2 -- Class D, $16,974,000, affirmed at Aa3 -- Class E, $12,731,000, affirmed at A1 -- Class F, $21,218,000, affirmed at A2 -- Class G, $23,340,000, affirmed at A3 -- Class H, $16,974,000, affirmed at Baa1 -- Class J, $21,218,000, affirmed at Baa2 -- Class K, $19,096,000, affirmed at Baa3 -- Class L, $8,487,000, affirmed at Ba1 -- Class M, $8,487,000, affirmed at Ba2 -- Class N, $8,488,000, affirmed at Ba3 -- Class FTH-1, $3,565,305, affirmed at Baa2 -- Class FTH-2, $11,000,000, affirmed at Ba2 -- Class FTH-3, $11,400,000, affirmed at B2 -- Class FTH-4, $3,000,000, affirmed at B3 As of the Nov. 19, 2007 distribution date, the transaction's aggregate certificate balance has decreased by 0.7% to $1.73 billion from $1.74 billion at securitization. The Certificates are collateralized by 125 loans, ranging in size from less than 1.0% to 8.5% of the pool, with the top ten loans representing 45.0% of the pool. Two loans, representing 9.3% of the pool, are shadow rated. The pool has not experienced any losses to date and currently there are no loans in special servicing. No loans have defeased. Twenty-two loans, representing 11.7% of the pool, are on the master servicer's watchlist. Moody's was provided with year-end 2006 operating results for 96.7% of the pool. Moody's weighted average loan to value ratio for the conduit component is 109.9%, compared to 107.7% at securitization. The largest shadow rated loan is the Station Place II Loan ($104.2 million -- 6.0%) which is secured by a built to suit office building built in 2005 with a total of 362,000 square feet located in the Capitol Hill submarket of Washington, DC. The property is 100% leased to the U.S. Securities and Exchange Commission through January 2020. The loan matures in February 2016. Moody's current shadow rating is A3, the same as at securitization. The second shadow rated loan is the 623 Fifth Avenue Loan ($56.3 million -- 3.3%), which is secured by a 351,000 square foot Class A office building located in New York City. The loan is interest only for the first 36 months of its term. Moody's current shadow rating is A3, the same as at securitization. There is additional debt in the form of a $38.7 million subordinate non-pooled B-Note held in the trust as rake classes. Rake classes FTH-1, FTH-2, FTH-3 and FTH-4 were affirmed at their current ratings. The top three conduit loans represent 19.4% of the pool. The largest conduit loan is the 888 Seventh Avenue Loan ($145.9 million -- 8.4%), which is a parri-passu interest in a $291.8 million first mortgage loan. The property is also encumbered by $26.8 million of junior debt. The loan is secured by a 908,000 square foot office building located in New York City. The property was 98.6% leased as of July 2007 essentially the same as at securitization. The loan is interest only for the entire term. Moody's LTV is 121.1%, the same as at securitization. The second largest conduit loan is the 200 South Wacker Loan ($95.5 million -- 5.5%), which is secured by a 759,000 square foot office building located in Chicago, Illinois. As of November 2007 the property was 81.2% leased compared to 87.9% at securitization. The loan is interest only for the entire term. Moody's LTV is 125.0% compared to 119.5% at securitization. The third largest conduit loan is the Eastpoint Mall Loan ($95.5 million -- 5.5%), which is secured by the borrower's interest in an 844,000 square foot (677,000 square feet is collateral) retail center located in Baltimore, Maryland. The loan is interest only for the first 36 months of its term. Moody's LTV is 107.9% the same as at securitization. LEVITZ FURNITURE: Gets Final Court Nod to Hire Asset Disposition ---------------------------------------------------------------- PLVTZ Inc. dba Levitz Furniture Inc. obtained permission from Judge Gerber of the U.S. Bankruptcy Court for the Southern District of New York, on a final basis, to employ Asset Disposition Advisors LLC as its asset disposition advisors and consultants, nunc pro tunc to Nov. 8, 2007. The Court held that the firm is hired on a general retainer basis, with compensation and reimbursement of expenses to be determined upon application. Judge Gerber allowed the firm to apply unused portion of any retainer it holds against allowed postpetition fees and expenses prior to payment under any carve-out provided for in cash collateral or financing orders entered in the case. About Levitz Furniture Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. -- http://www.levitz.com/-- is a specialty retailer of furniture, bedding and home furnishings in the United States. It has 76 locations in major metropolitan areas, principally in the Northeast and on the West Coast of the United States. Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on Sept. 5, 1997. In December 2000, the Court confirmed the Debtors' Plan and Levitz emerged from chapter 11 on February 2001. Levitz Home Furnishings Inc. was created as the new holding company as a result of the emergence. Levitz Home Furnishings and 12 affiliates filed for chapter 11 protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05- 45189). In their second filing, the Debtors disclosed about $245 million in total assets and $456 million in total debts. Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones Day represented the Debtors. Jeffrey L. Cohen, Esq., Jay R. Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish LLP served as counsel to the Official Committee of Unsecured Creditors. During this period, the Debtors closed around 35 stores in the Northeast, California, Minnesota and Arizona. PLVTZ Inc., a company created by Prentice Capital Management LP, and Great American Group purchased substantially all the assets of Levitz Home Furnishings in December 2005. Initially, Prentice owned all of the equity interests in PLVTZ. On July 6, 2007, PLVTZ was converted into a Delaware corporation, and Harbinger Capital Partners Special Situations Fund, LP, Harbinger Capital Partners Master Fund I, Ltd., and their affiliates became minority shareholders. Great American's stake in the acquisition was in running the going-out-of-business sales for some 27 Levitz units. PLVTZ, dba Levitz Furniture, continued to face decline in financial performance since December 2005. Liquidity issues and the inability to obtain additional capital prompted PLVTZ to seek protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead Case No. 07-13532). Paul D. Leake, Esq., and Brad B. Erens, Esq., at Jones Day represents the Debtors in their restructuring efforts. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. PLVTZ's balance sheet at Sept. 30. 2007, showed total assets of $177,883,000 and total liabilities of $152,476,000. The Debtors' exclusive period to file a chapter 11 plan expires on March 7, 2008. (Levitz Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). MACOMB COUNTY: Stronger Balance Sheet Cues S&P to Lift Rating ------------------------------------------------------------- Standard & Poor's Ratings Services raised its rating on Macomb County Hospital Finance Authority, Michigan's hospital revenue bonds, series 2003B, issued for Mount Clemens Regional Medical Center, to 'BB+' from 'BB', reflecting MCRMC's stronger balance sheet, a favorable turn in operating performance, and the acquisition of MCRMC by McLaren Health Care Corporation. The rating outlook is stable. "We expect that the medical center's utilization growth, cost savings, and the relationship with McLaren Health will continue," said Standard & Poor's credit analyst Brian Williamson. "We also expect that as MCRMC invests capital in some areas, it will not damage any of the recent balance sheet growth." More specifically, the 'BB+' rating reflects MCRMC's good operating results for the nine months ended Sept. 30, 2007, with an operating margin of 1.48%, compared with a negative 6.03% for 2006; balance sheet growth characterized by days' cash on hand of 80 days at Sept. 30, 2007, compared to 57 days in 2006; and the positive effect of MHCC acquiring the medical center over the past 18 months. Offsetting credit factors include MCRMC's low cash-to-debt ratio, slightly high debt burden, and competition in its service area. The raised rating affects about $80.9 million in rated debt. MANSFIELD TRUST: Fitch Affirms 'B+' Rating on $3.3 Million Certs. ----------------------------------------------------------------- Fitch affirms Mansfield Trust's commercial mortgage pass-through certificates, series 2001-1 as: -- $102.7 million class A-2 at 'AAA'; -- Interest-only class X at 'AAA'; -- $7.3 million class B at 'AAA'; -- $6.6 million class C at 'AAA'; -- $8 million class D at 'A'; -- $4.0 million class E at 'BB+'; -- $3.3 million class F at 'B+'. Class A-1 has been paid in full. Fitch does not rate the $4.6 million class G certificates. Although the transaction has paid down by 15.1% since the last review, it has become increasingly concentrated with only 57 loans remaining. As of the November 2007 distribution date, the pool has paid down by 48.5% since issuance. Eight loans, 10% of the pool, are fully defeased. The pool has exhibited consistently stable performance since issuance - there have been no delinquent loans or specially serviced loans. Furthermore, the remaining loans have significant recourse (approximately 96% of the pool) and a short weighted average remaining amortization term of 116 months. The loans' average seasoning is over ten years and the short amortization term leads to increased equity and limited loss exposure on the loans. Due to this seasoning, limited performance information is available for the loans. Year end 2006 financials were available for only 45.7% of the remaining loans. The pool is comprised entirely of loans secured by properties in Canada. Specifically, the certificates are collateralized by 57 fixed-rate mortgage loans, consisting primarily of industrial (37.5%), retail (32.6%), and office (16.5%) properties, with concentrations in the provinces of Ontario (45.1%), British Columbia (17.1%), and Alberta (11.1%). Four loans (4.1%) have servicer-reported debt service coverage ratios below 1.0 times (x). Seven of the loans comprising 17.3% of the pool mature in 2008. They have a weighted average servicer-reported debt service coverage ratio of 1.67x. MEDCOM USA: Sept. 30 Balance Sheet Upside-Down by $5.5 Million -------------------------------------------------------------- MedCom USA Inc.'s consolidated balance sheet at Sept. 30, 2007, showed $2.2 million in total assets and $7.7 million in total liabilities, resulting in a $5.5 million total shareholders' deficit. At Sept. 30, 2007, the company's consolidated balance sheet also showed strained liquidity with $1.2 million in total current assets available to pay $3.6 million in total current liabilities. The company reported a net loss of $162,853 on revenues of $937,056 for the first quarter ended Sept. 30, 2007, compared with a net loss of $459,911 on revenues of $1.6 million in the same period last year. General and administrative expenses for the quarter ended Sept. 30, 2007, decreased to $620,931, from $973,082 during the same period in 2006. This decrease is attributed to the company's reduction of workforce in its New York operations. The company had $-0- depreciation and amortization expenses for the quarter ended Sept. 30, 2007, as compared to 2006 of $442,158. The reduction in deprecation is directly related to the write off of the terminal asset capitalized in prior fiscal periods. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?265d Going Concern Doubt Jewett, Schwartz, Wolfe & Associates, in Hollywood, Fla., expressed substantial doubt about MedCom USA Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended June 30, 2007, and 2006. The auditing frim reported that the company has operating and liquidity concerns, has incurred an accumulated deficit of approximately $90,226,356 through the period ended June 30, 2007, and current liabilities exceeded current assets by approximately $2,327,543 at June 30, 2007. About MedCom USA Based in Scottsdale, Ariz., MedCom USA Inc. (OTC BB: EMED) -- http://www.medcomusa.com/-- provides healthcare and financial transaction solutions for electronically processing transactions within the healthcare industry. MEDICOR LTD: Seeks Court OK to Increase DIP Loan by $2.8 Million ---------------------------------------------------------------- Medicor Ltd. and its debtor-affiliates are seeking approval of the U.S. Bankruptcy Court for the District of Delaware to increase their debtor-in-possession financing from $2.2 million to $5 million, Bill Rochelle of Bloomberg News reports. Bloomberg relates that the pending asset sale as well as the need for a larger loan to pay bills prompted the Debtors to seek the additional funds. A hearing to consider the Debtors' request has been set for Dec. 18, 2007. The company and seven of its affiliates filed for chapter 11 protection on June 29, 2007 (Bankr. D. Del. Case No. 07-10877) to effectuate the orderly marketing and sale of their business. Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq., and Jeffrey A. Kramer, Esq., at Lowenstein Sandler PC represent the Debtors in their restructuring efforts. Dennis A. Meloro, Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, acts as the Debtors' Delaware counsel. The Debtors engaged Alvarez & Marsal North America LLC as their restructuring advisor. David W. Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank Rome LLP serve as the Official Committee of Unsecured Creditor's counsel. In its schedules of assets and debts filed with the Court, Medicor disclosed total assets of $96,553,019, and total debts of $158,137,507. The Debtors' exclusive period to file a plan expires on Dec. 26, 2007. MICRO COMPONENT: Sept. 29 Balance Sheet Upside-Down by $5.5 Mil. ---------------------------------------------------------------- Micro Component Technology Inc.'s consolidated balance sheet at Sept. 29, 2007, showed $6.0 million in total assets and $11.5 million in total liabilities, resulting in a $5.5 million total shareholders' deficit. At Sept. 29, 2007, the company's consolidated balance sheet also showed strained liquidity with $5.7 million in total current assets available to pay $8.2 million in total current liabilities. The company reported a net loss of $390,000 on net sales of $3.6 million for the third quarter ended Sept. 290, 2007, compared with a net loss of $1.9 million on net sales of $3.3 million in the same period last year. Included in the 2006 quarter's net loss was a non-cash debt conversion expense of $1.4 million associated with the conversion to stock of over $2.1 million of convertible debt from the company's 10% note holders. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 29, 2007, are available for free at http://researcharchives.com/t/s?2660 Laurus Credit Line The company's $4.0 million working capital line of credit with Laurus is payable in full on March 8, 2008. In the event that the company is unable to repay or refinance its debt in March of 2008, Laurus could potentially take a number of actions as secured creditor which would have a material negative impact on the company and its shareholders, including foreclosure, a forced sale of all or part of the company, and/or liquidation. Going Concern Doubt Olsen, Thielen & Co. Ltd., in St. Paul, Minn., expressed substantial doubt about Micro Component Technology Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the company's recurring losses from operations and stockholders' deficit. About Micro Component Headquartered in St. Paul, Minn., Micro Component Technology Inc. (OTC BB: MCTI) -- http://www.mct.com/-- is a manufacturer of test handling and automation solutions satisfying the complete range of handling requirements of the global semiconductor industry. MCT believes it has the largest installed IC test handler base of any manufacturer, with over 11,000 units worldwide. MONTROSE HARBOR: Poor Credit Quality Cues Moody's Downgrades ------------------------------------------------------------ Moody's Investors Service has downgraded ratings of five classes of notes issued by Montrose Harbor CDO I, Ltd., with three of these ratings left on review for possible further downgrade. The notes affected by the rating action are: (1) $342,500,000 Class A-1 First Priority Senior Secured Floating Rate Notes Due 2051; -- Prior Rating: Aaa on review for possible downgrade -- Current rating: A1 on review for possible downgrade. (2) $52,500,000 Class A-2 Second Priority Senior Secured Floating Rate Notes Due 2051; -- Prior Rating: Aaa on review for possible downgrade -- Current rating: Ba2 on review for possible downgrade (3) $35,000,000 Class B-1 Third Priority Secured Floating Rate Notes Due 2051; -- Prior Rating: Aa2 on review for possible downgrade -- Current rating: Caa1 on review for possible downgrade (4) $13,750,000 Class B-2 Fourth Priority Secured Floating Rate Notes Due 2051; -- Prior Rating: Aa3 on review for possible downgrade -- Current rating: Ca (5) $14,500,000 Class C Fifth Priority Mezzanine Deferrable Secured Floating Rate Notes Due 2051; -- Prior Rating: Caa1 on review for possible downgrade -- Current rating: Ca The rating actions reflect severe deterioration in the credit quality of the underlying portfolio, as well as the occurrence, as reported by the Trustee, on Nov. 29, 2007 of an event of default caused by a failure of the Net Outstanding Portfolio Collateral Balance to be greater than or equal to the required amount pursuant Section 5.1(i) of the Indenture dated July 31, 2006. Montrose Harbor CDO I, Ltd. is a collateralized debt obligation backed primarily by a portfolio of RMBS securities, CDO securities and synthetic securities in the form of credit default swaps. Reference obligations for the credit default swaps are RMBS and CDO securities. Recent ratings downgrades on the underlying portfolio caused ratings-based haircuts to affect the calculation of overcollateralization. Thus, the Net Outstanding Portfolio Collateral Balance failed to meet the required level. As provided in Article V of the Indenture during the occurrence and continuance of an Event of Default, holders of Notes may be entitled to direct the Trustee to take particular actions with respect to the Collateral and the Notes. The rating downgrades taken reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio. The severity of losses of certain tranches may be different, however, depending on the timing and choice of remedy to be pursued by certain noteholders. Because of this uncertainty, the Class A-1 , Class A-2 and Class B-1 Notes remain on review for possible downgrade. MT. ZION BAPTIST: Case Summary & Five Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Mt. Zion Baptist Church of Ecorse, Michigan, Inc. 3936 12th Street Ecorse, MI 48229 Bankruptcy Case No.: 07-65237 Type of Business: The Debtor owns and runs a church. Chapter 11 Petition Date: December 12, 2007 Court: Eastern District of Michigan (Detroit) Judge: Steven W. Rhodes Debtor's Counsel: Robert N. Bassel, Esq. Kemp Klein Law Firm 201 West Big Beaver, 6th Floor Troy, MI 48099 Tel: (248) 528-1111 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Reliance Trust Co. loan or at least a $3,000,000 Tim Clarke, Esq. portion of claim is Corporate Trust Dept. likely to be secured 1100 Abernathy Road 500 Northpark, Suite 400 Atlanta, GA 30328-5646 White Construction construction or at $550,000 Ron Denewith, Esq. least a portion of 1120 W. Baltimore claim is likely to be Detroit, MI 48202 secured Bodman, L.L.P. legal $31,564 Attention: Gary Reeves 201 West Big Beaver, 5th Floor Troy, MI 48084 Rhonda A. Roman Interiors construction $15,040 Wells Fargo Financial Leasing office copier lease $2,400 MYSTIC POINT: S&P Places Ratings Under Negative CreditWatch ----------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on the class A-2, A-X, B, C, D, and E notes issued by Mystic Point CDO Ltd. and the class A-2, B-1, B-2, and C notes issued by McKinley Funding III Ltd. on CreditWatch with negative implications. Standard & Poor's noted that Mystic Point CDO Ltd. triggered an event of default on Dec. 10, 2007, under section 5.1(j) of the indenture dated Dec. 21, 2006, when the super-senior overcollateralization percentage fell below 100%. On Dec. 10, 2007, McKinley Funding III Ltd. triggered an EOD under section 5.01(i) of the indenture dated Nov. 30, 2006, when the class A overcollateralization ratio fell below 100%. When Standard & Poor's receives EOD notices, S&P place all of the affected note ratings on CreditWatch with negative implications Ratings Placed on Creditwatch Negative Rating ------ Transaction Class To From ----------- ----- -- ---- Mystic Point CDO Ltd. A-2 AAA/Watch Neg AAA Mystic Point CDO Ltd. A-X AAA/Watch Neg AAA Mystic Point CDO Ltd. B A+/Watch Neg A+ Mystic Point CDO Ltd. C BBB+/Watch Neg BBB+ Mystic Point CDO Ltd. D BB+/Watch Neg BB+ Mystic Point CDO Ltd. E BB/Watch Neg BB McKinley Funding III Ltd. A-2 AAA/Watch Neg AAA McKinley Funding III Ltd. B-1 AA/Watch Neg AA McKinley Funding III Ltd. B-2 AA-/Watch Neg AA- McKinley Funding III Ltd. C A/Watch Neg A Other Outstanding Ratings Transaction Class Rating ----------- ----- ------ Mystic Point CDO Ltd. A-1 AAA McKinley Funding III Ltd. A-1 AAA NATIONSLINK FUNDING: Fitch Junks Rating on $25.5MM Class H Certs. ----------------------------------------------------------------- Fitch Ratings downgrades NationsLink Funding Corp.'s commercial mortgage pass-through certificates, series 1998-1, as: -- $10.2 million class G to 'B' from 'B+'; -- $25.5 million class H to 'C/DR5' from 'CC/DR4'. In addition, Fitch affirms these classes: -- Interest-only class X-2 at 'AAA'; -- $36 million class D at 'AAA'; -- $51 million class F at 'BBB'. The $5.3 million class J remains 'C/DR6'. Fitch does not rate class E. The non-rated class K had been reduced to zero as a result of losses. Classes A-1, A-2, A-3, B, C, and X-1 are paid in full. The downgrade is due to increased expected losses as a result of recent valuations on the specially serviced assets which have declined since Fitch's last review in July 2007. As of the November 2007 distribution date, the pool's aggregate certificate balance has been reduced 85% to $153.6 million from $1.02 billion at issuance. Four assets (30.4%) are currently in special servicing. The largest specially serviced asset (20.5%) is a hotel located in Kissimmee, Florida and is currently real estate owned. The property is currently listed for sale. Upon liquidation of this asset, significant losses are expected to deplete class J and significantly affect class H. The second largest specially serviced asset (2.1%) is an REO retail property located in Greencastle, Indiana. The big box tenant space remains vacant with some prospective tenant interest. The servicer continues to market the property for sale. A loss is also expected. The two (7.8%) remaining specially serviced loans recently transferred to the special servicer as a result of maturity defaults. There is the potential for additional maturity defaults within the transaction as all of the remaining performing loans mature in 2008. NCO GROUP: Inks $325MM Buyout Deal with Outsourcing Solutions ------------------------------------------------------------- NCO Group Inc. has entered into a definitive agreement to acquire Outsourcing Solutions Inc. for $325 million in cash. The deal, which is expected to close in the first quarter of 2008, is subject to OSI stockholder approval, certain adjustments and the satisfaction of customary closing conditions including governmental approvals. "All of us at NCO are extremely excited about the opportunity to bring these two great companies together," Michael J. Barrist, chairman and chief executive officer of NCO, stated. "Over the past several years both NCO and OSI have had tremendous success in transforming our business models to better meet the diverse needs of our respective client bases. While today each of these two companies is viewed as a best in class provider, the newly combined entity will be able to offer its clients the widest array of services currently available in the accounts receivable and customer relationship management industries." "The transaction will blend the complementary capabilities and skills from both organizations resulting in enhanced client performance through expanded, global delivery options," Kevin T. Keleghan, president and chief executive officer of OSI, stated. "This combination will establish an enriched culture of creativity, capable of meeting and exceeding the growing needs of even the most sophisticated client." NCO is a portfolio company of One Equity Partners, a private equity investment fund. OEP will provide NCO with a portion of the funding for the acquisition of OSI through an additional investment. NCO expects to fund the remainder of the purchase price with borrowings under its senior credit facility. The acquisition is expected to be accretive to NCO's earnings in 2008 and beyond. After the completion of the acquisition, the combined company will have over 29,000 employees operating in 10 countries. About Outsourcing Solutions Inc. Outsourcing Solutions Inc. is a provider of business process outsourcing services, specializing in accounts receivable management services. About NCO Group Inc. Headquartered in Horsham, Pennsylvania, NCO Group Inc. -- http://www.ncogroup.com/-- provides business process outsourcing services including accounts receivable management, customer relationship management and other services. NCO provides services through over 100 offices in the United States, Canada, the Philippines, Panama, the Caribbean, India, the United Kingdom and Australia. NCO GROUP: S&P Places 'B+' Rating Under Developing CreditWatch -------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B+' long-term counterparty credit rating on NCO Group Inc. on CreditWatch Developing. On Dec. 12, 2007, NCO entered into a definitive agreement to acquire Outsourcing Solutions Inc. (OSI; unrated), a leading provider of business process outsourcing services, for $325 million in cash. Funding will be provided by increased borrowings under its senior credit facility and an additional investment from One Equity Partners, NCO's private equity owners. S&P expect the deal to close in first-quarter 2008, subject to OSI shareholder approval. "We will review the strategic and financial implications of the acquisition to determine if an adjustment to our rating on NCO is necessary. This CreditWatch listing will be updated within 60 days," said Standard & Poor's credit analyst Rian M. Pressman, CFA. NEXIA HOLDINGS: Selling Landis Salon for $3 Mil. of Conv. Note -------------------------------------------------------------- Nexia Holdings Inc. has signed an agreement to sell its Landis salon subsidiaries to Green Endeavors Ltd. for a convertible note with a face value of $3 million. GRNE will remain a majority owned subsidiary of Nexia after the completion of this transaction. However, this transaction is to eventually spinout the Landis salon operations from Nexia. "The plan is to acquire and/or develop at least 10 additional salon locations in the coming years with proceeds from an anticipated offering carried out by a fully reporting GRNE," Richard Surber, CEO of Nexia, stated. "This should lessen the potential dilution of Nexia and present a clearer picture to potential investors of the respective operations of Nexia and GRNE. We also stand to gain additional flexibility with respect to growing the salon business via additional acquisitions or mergers with other established salons, while benefiting both Nexia and GRNE shareholders." "In the coming months, the salon staff will be working hard on strengthening existing salon operations, scouting for additional salon locations, preparing the necessary disclosure documents to not only raise capital, but to get GRNE fully reporting and trading on the OTC Bulletin Board," Mr. Surber added. "Right now is an exciting time for all involved with Nexia." About Nexia Holdings Inc. Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTC BB: NEXA) -- http://www.nexiaholdings.com/-- is a diversified holdings company with operations in real estate, health & beauty, and fashion retail. As reported in the Troubled Company Reporter on Dec. 7, 2007, Nexia Holdings Inc.'s consolidated balance sheet at Sept. 30, 2007, showed $4.6 million in total assets, $5.2 million in total liabilities, $97,678 in minority interest, and $685,025 in total stockholders' deficit. At Sept. 30, 2007, the company's consolidated balance sheet also showed strained liquidity with $532,062 in total current assets available to pay $2.6 million in total current liabilities. The company reported a net loss of $1.3 million on total revenue of $762,666 for the third quarter ended Sept. 30, 2007, compared with a net loss of $1.7 million on total revenue of $434,575 in the same period last year. Going Concern Doubt De Joya Griffith & Company LLC, in Henderson, Nevada, expressed substantial doubt about Nexia Holdings Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm reported that the company has incurred cumulative operating losses through Dec. 31, 2006, of $15,568,646, and has a working capital deficit of $990,123 at Dec. 31, 2006. NICHOLS BROTHERS: Commences BuyOut Negotiations with Ice Floe ------------------------------------------------------------- Nichols Brothers Boat Builders Inc. and Ice Floe LLC, prepetition secured lender, are in the process of negotiating the terms of an agreement pursuant to which Ice Floe will purchase substantially all of the Debtor's assets. The Debtor expects to shortly file a motion to have the terms of a sale to Ice Flow approved. At the time of filing, the Debtor owes Ice Flow approximately $4,245,000. Its prepetition debt is secured by a blanket security interest in all of the Debtor's assets, and a deeds of trust encumbering the real property owned by the Debtor, including a parcel of property on which the Debtor's office sits. Other Liens on the Debtor's Property In addition to Ice Flow, He & Mah Investments, a lender based in California, holds a second-position deed of trust encumbering the certain of the Debtor's tideland and drainage real property. The H&M Deed of Trust secures an obligation in the approximate amount of $2.6 million, and does not encumber the executive office parcel. Borel Private Bank & Trust and Expoships, LLP, both hold UCC-1 security interests in vessels which the Debtor was in the process of constructing at the time of its bankruptcy filing. The Debtor believes that materialmen and contractors may hold liens against vessels under construction. Freeland, Washington-based Nichols Brothers Boat Builders Inc. -- http://www.nicholsboats.com/-- provide expertise in the construction of steel and aluminum vessels. The Debtor filed for chapter 11 bankruptcy on Nov. 16, 2007 (W.D. Wa. Case No. 07- 15522). David C. Neu, Esq., and Marc L. Barreca, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP represent the Debtor in its restructuring efforts. The Debtor's schedules disclose total assets of $3,413,495 and total debts of $43,949,987. NICHOLS BROTHERS: Gets Interim OK to Hire Kirkpatrick as Counsel ---------------------------------------------------------------- Nichols Brothers Boat Builders Inc. obtained interim permission from the Hon. Samuel J. Steiner of the U.S. Bankruptcy Court for the Western District of Washington to employ Kirkpatrick & Lockhart Preston Gates Ellis LLP as its counsel. Kirkpatrick & Lockhart will: a. assist the Debtor in the investigation of the financial affairs of the Debtor; b. give legal advice with respect to the investigation and prosecution of claims against various third parties, and any other matters relevant to the case or relating to any distributions to creditors; c. prepare necessary pleadings in these proceedings; and d. perform other legal services for the Debtor which may be necessary. The Debtor will pay Kirkpatrick & Lockhart at these usual hourly rates: Professional Rate ------------ ---- Marc Barreca, Esq. $410 David C. Neu, Esq. $280 Kjrsten Swan, Paralegal $125 The Debtor provided the firm a $65,000 retainer, which was partially drawn to satisfy prepetition fees. The firm continues to hold, as of the bankruptcy filing, a $27,383 retainer. The Debtor and the firm believe that Kirkpatrick & Lockhart and its professionals do not hold or represent any interests adverse to the Debtor and are disinterested persons within the meaning of Section 101 of the U.S. Bankruptcy Code. The firm can be reached at: Kirkpatrick & Lockhart Preston Gates Ellis LLP Seattle 925 Fourth Avenue, Suite 2900 Seattle, Washington 98104-1158 Tel: (206) 623-7580 Fax: (206) 623.7022 http://www.klgates.com/ Freeland, Washington-based Nichols Brothers Boat Builders Inc. -- http://www.nicholsboats.com/-- provide expertise in the construction of steel and aluminum vessels. The Debtor filed for chapter 11 bankruptcy on Nov. 16, 2007 (W.D. Wa. Case No. 07-15522). David C. Neu, Esq., and Marc L. Barreca, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP represent the Debtor in its restructuring efforts. The Debtor's schedules disclose total assets of $3,413,495 and total liabilities of $43,949,987. NICHOLS BROTHERS: Section 341(a) Meeting Slated for December 18 --------------------------------------------------------------- Ilene J. Lashinsky, United States Trustee for Region 18 will convene a meeting of creditors of Nichols Brothers Boat Builders Inc. at 2:00 p.m., on Dec. 18, 2007, at the United States Courthouse, Room 4107, 700 Stewart Street, Suite 5103 in Seattle, Washington. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible 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. Freeland, Washington-based Nichols Brothers Boat Builders Inc. -- http://www.nicholsboats.com/-- provide expertise in the construction of steel and aluminum vessels. The Debtor filed for chapter 11 bankruptcy on Nov. 16, 2007 (W.D. Wa. Case No. 07-15522). David C. Neu, Esq., and Marc L. Barreca, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP represent the Debtor in its restructuring efforts. The Debtor's schedules disclose total assets of $3,413,495 and total liabilities of $43,949,987. NORTHWESTERN CORP: Sustained Credit Metrics Cue Moody's Review -------------------------------------------------------------- Moody's Investors Service placed the ratings of NorthWestern Corporation under review for possible upgrade. Ratings placed under review include NorthWestern's Baa3 senior secured debt and its Ba2 senior unsecured bank credit fac ility. The ratings review reflects NorthWestern's success in sustaining key credit metrics, including cash flow from operations to interest and debt, at levels above those of similarly rated transmission and distribution utilities; good progress with respect to various rate case proceedings before the Federal Energy Regulatory Commission, and the state regulators in Montana, South Dakota, and Nebraska; and continued focus on low risk utility operations, including organic growth opportunities related to transmission and possibly generation, following termination of the purchase and sale agreement under which Babcock and Brown Infrastructure was attempting to acquire all of NorthWestern's common stock. The review of NorthWestern's ratings will focus on the ultimate financial effects of settlements proposed in the aforementioned rate case proceedings, management's plans for future capital spending and the related financing strategy, and the extent to which such plans might create a need for additional rate cases over the intermediate term. NorthWestern's ratings placed under review for possible upgrade include: -- Baa3 senior secured debt -- Ba2 senior unsecured bank credit facility NorthWestern Corporation, headquartered in Sioux Falls, South Dakota, conducts regulated electric and gas utility operations in Montana, South Dakota, and Nebraska through its NorthWestern Energy division. The company also has limited non-regulated business investments. OLLANIK CONSTRUCTION: Case Summary & 21 Largest Creditors --------------------------------------------------------- Lead Debtor: Ollanik Construction Co. Inc. 2900 E. Broadway Blvd., #116 Tucson, AZ 85716 Tel: (520) 326-1972 Bankruptcy Case No.: 07-02528 Type of Business: The Debtor is a construction comnpany. Chapter 11 Petition Date: December 12, 2007 Court: District of Arizona (Tucson) Debtor's Counsel: Kasey C. Nye, Esq. Quarles & Brady LLP One S. Church Ave., #1700 Tucson, AZ 85701 Tel: (520) 770-8717 Fax: (520) 770-2203 http://wwww.quarles.com/ Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million Debtor's 21 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Official preference Claim $572,471 Committee Of Unsecured Creditors Of 360networks (Usa) Inc., Et Al. c/o Terences D. Watson 499 Park Avenue New York, NY 10022 Deleon Painting trade debt $246,775 1055 S. Euclid Ave. Tucson, AZ 85719 Tel: (520) 642-5503 D. Tellez Masonry trade debt $198,018 450 W. Calle Concordia Tucson, AZ 85737 Tel: (520) 742 2474 Southwest Concrete trade debt $116,277 Placement Total Look Interiors trade debt $86,270 Chuck's Electric trade debt $63,074 Qualified Mechanical trade debt $62,547 BBP Concrete trade debt $48,206 Cutler Fire Protection trade debt $47,106 KB Asphalt trade debt $43,359 Ace Asphalt trade debt $43,118 Century Plumbing trade debt $42,969 Days's Excavating trade debt $40,302 Stewart Paving trade debt $39,089 McNary Company trade debt $38,500 JB Ventures dba trade debt $36,009 JB Steel Intec Installation trade debt $31,913 Arizona Department of taxes $31,015 Revenue Exquisite Creations trade debt $30,532 Westar trade debt $29,719 Tucson trade debt $28,794 ON SEMICONDUCTOR: To Acquire AMIS Holdings for $915 Million ----------------------------------------------------------- ON Semiconductor Corporation and AMIS Holdings, Inc., parent company of AMI Semiconductor, signed a definitive merger agreement providing for the acquisition of AMIS by ON Semiconductor in an all-stock transaction with an equity value of approximately $915 million. "The acquisition of AMIS furthers the transformation of ON Semiconductor into an analog and power solutions leader with enhanced scale, higher value and higher margin products, deep customer relationships and an expanded addressable market," Keith Jackson, ON Semiconductor president and CEO, said. "Combining ON Semiconductor's leading standard products and advanced manufacturing infrastructure with AMIS's growing standard products business and substantial custom product portfolio will enable the combined company to more comprehensively address our customers' needs. "AMIS will immediately contribute exciting new products and capabilities in the medical and military/aerospace markets and will complement our existing automotive and industrial businesses. Over time, we plan to leverage the advanced sub-micron capabilities of our Gresham, Oregon, fabrication facility to achieve operational synergies and extend AMIS's high voltage and low power offerings". "This transaction represents a compelling opportunity for AMIS employees, customers and shareholders by combining the outstanding manufacturing excellence of ON Semiconductor with the world class mixed-signal design talent of AMIS," Christine King, CEO of AMIS, stated. "We believe AMIS shareholders will not only benefit from the initial premium represented by the purchase price, but also from a significant post-merger ownership in a combined ON Semiconductor/AMIS company that is expected to have enhanced growth, cash flow and profitability prospects. "Through the combination, our employees will have access to a more complete technology roadmap and capabilities as well as the opportunity to serve our customers with a wider array of products; either custom or standard." Transaction Details Under the terms of the agreement, which has been approved by both boards of directors, AMIS shareholders will receive 1.150 shares of ON Semiconductor common stock for each share of AMIS common stock they own. Based on the closing stock price of ON Semiconductor on Dec. 12, 2007, this represents a value to AMIS shareholders of approximately $10.14 per share. Upon completion of the transaction, ON Semiconductor will issue approximately 104 million shares of common stock on a fully diluted basis to complete the transaction. ON Semiconductor and AMIS stockholders will own approximately 74% and 26%, respectively, of the combined company. The transaction is subject to the approval of shareholders from both companies as well as customary closing conditions and regulatory approvals. Stockholders holding approximately 24% of the voting stock of AMIS have entered into voting agreements in support of the transaction. The companies expect the transaction to close in the first half of 2008. Upon closing, ON Semiconductor may record a one-time charge for purchased in- process research and development expenses and other deal related costs. The amount of that charge, if any, has not yet been determined. "In addition to the strategic benefits, the acquisition provides compelling financial opportunities," Donald Colvin, ON Semiconductor executive vice president, CFO and treasurer, said. "We have identified significant operational and manufacturing cost synergies, up to $50 million in pre tax savings in 2009 that may be achieved through the integration of AMIS and rationalization of our combined infrastructure. We expect to begin to realize these synergies within two quarters of closing the transaction. With these cost savings, and excluding the impact of amortization expense, we expect the acquisition will be accretive to our earnings per share exiting 2008. The combined company would also have latest twelve months cumulative revenues of greater than $2 billion and latest twelve months cumulative EBITDA of greater than $500 million. We believe the strong EBITDA of the combined company, along with the rationalization of our capital expenditures and utilization of our tax losses will enable the combined company to generate significant cash flow for our shareholders. We have also identified potential revenue synergies that, while we are not counting on them to make this acquisition accretive, provide exciting opportunities for further enhancing our combined revenue growth." ON Semiconductor President and CEO Keith Jackson will serve as president and CEO of the combined company. Corporate headquarters will remain in Phoenix, Arizona, with a significant presence maintained in Pocatello, Idaho, Belgium and various other locations worldwide. ON Semiconductor non-executive Chairman J. Daniel McCranie will continue as non-executive chairman of the Board of Directors of the combined company, which will be expanded to eight members with the addition of Christine King, CEO of AMIS. Shares of the combined company will trade on the NASDAQ Global Exchange under the symbol "ONNN." Credit Suisse Securities (USA) LLC acted as exclusive financial advisor and DLA Piper US LLP acted as legal counsel to ON Semiconductor and Goldman, Sachs & Co. acted as exclusive financial advisor and Davis Polk & Wardwell acted as legal counsel to AMIS. Stock Repurchase Program ON Semiconductor also disclosed that, in connection with this transaction, its Board of Directors has increased its share repurchase authorization from 30 million shares to 50 million shares. This repurchase program is an increase to ON Semiconductor's existing stock repurchase program and is expected to commence as soon as practicable given the conditions imposed by the transaction. "We continue our commitment to shareholder value," Mr. Colvin said. "In connection with, and consideration of, this transaction and the expected cash follow generation of the combined company, our Board of Directors has increased our share repurchase authorization to 50 million shares. We are now authorized, over the next three years, to repurchase approximately 50 percent of the shares we will issue in this transaction." About ON Semiconductor Headquartered in Phoenix, Arizona, ON Semiconductor Corporation (NASDAQ: ONNN) -- http://www.onsemi.com/-- designs, manufactures, and markets power and data management semiconductors, and standard semiconductor components worldwide. It offers automotive and power regulation products. At Sept. 28, 2007, the company's balance sheet stockholders' deficit of $53.5 million, compared to last year's deficit of $225.4 million. * * * Standard & Poor's Ratings Services raised its corporate credit rating on ON Semiconductor Corp. to 'BB- 'from 'B+' on May 2007. The outlook is stable. At the same time, Standard & Poor's assigned its 'BB' rating to the company's amended and restated credit agreement, with a recovery rating of '1', indicating the expectation of 100% recovery of principal in the event of a payment default. OTTIMO FUNDING: Moody's Withdraws Ratings on Liquidity Notes ------------------------------------------------------------ At the issuer's request, Moody's has withdrawn the ratings on the Secured Liquidity Notes, a form of extendibale ABCP, and Series 2007-A, Series 2007-B and Series 2007-C subordinate notes of Ottimo Funding Ltd. program, a partially supported single-seller ABCP program administered by the Aladdin Capital Management LLC. The program collateral was liquidated on November 1, proceeds distributed to investors, and all outstanding notes terminated at that time. At the time the program was terminated the ABCP was rated Not Prime, and the subordinate notes were all rated C. There will be no further issuance under this program. PANTRY INC: Weak Performance Prompts S&P to Lower Ratings --------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Sanford, North Carolina-based The Pantry Inc. by one notch. The corporate credit rating was lowered to 'B+' from 'BB-', the revolver and term loan ratings were lowered to 'BB' from 'BB+' (the '1' recovery rating was not changed), and the subordinated notes rating was lowered to 'B-' from 'B'. The outlook is stable. "The downgrade reflects weaker-than-expected operating performance and credit measures in fiscal 2007,"said Standard & Poor's credit analyst Jackie Oberoi. Lease- and pension-adjusted total debt to EBITDA was 6.4x in fiscal 2007, well up from 3.8x in fiscal 2006, and above Standard & Poor's expectations for leverage around 5x. EBITDA to interest coverage was 2.3x in fiscal 2007, compared with 3.6x in the prior year, and below Standard & Poor's expectations of around 2.7x. The rating reflects The Pantry's participation in the competitive and highly fragmented convenience store industry; market concentrations in resort communities and in the Southeastern U.S., where economic slowdowns can affect operations; exposure to gasoline price volatility; and the company's acquisitive track record. POPE & TALBOT: B.C. Supreme Court Approves Sale of Surplus Lands ---------------------------------------------------------------- The British Columbia Supreme Court approved four transactions covering the sale of the surplus lands of Pope & Talbot Inc. and its debtor-affiliates: (a) An agreement between Pope & Talbot Ltd. and Kelowna Family Golf Centre Ltd., dated Oct. 19, 2007, for land and premises located in Beaverdell, British Columbia, for CDN$550,000. (b) An agreement between P&T Ltd. and Dan Norn, James Norn and Byron Norn dated Oct. 26, 2007, for land and premises located in Lower Arrow Lake, for CDN$751,000. (c) An agreement between P&T Ltd. and Paterson Pole Ltd. dated Oct. 26, 2007, for land and premises located in Lower Arrow Lake, for CDN$1,350,000. (d) An agreement between P&T Ltd. and RJR Investments Ltd. dated Nov. 16, 2007, for a portfolio of 10 properties. The subject properties are Blanket Creek, Beaton Complex, Beaton Schedule A, Galena Bay Thumb, Arrowhead (Henry's Creek), Galena Bay, Taite Creek, Tuzo Junction, Kettle River Park North, and Kettle River Park South. The Canadian Court authorized and directed the Canadian Debtors to take the necessary steps for the completion of the Transactions, and the conveyance of the Purchased Surplus Lands to the Purchasers. The Canadian Court held, however, that the closing of each of the Transactions is subject to the approval of the United States Bankruptcy Court for the District of Delaware, or having a cross- border protocol approved, whichever occurs first. The proceeds from each of the Transactions will be paid to Wells Fargo Financial Corporation Canada, as administrative agent under the Canadian Debtors' DIP Credit Agreement. The Surplus Lands Sale Order is without prejudice to the right of any party bring a motion to compel disgorgement of the proceeds of sale in the event that the Monitor's legal counsel concludes that the DIP Lenders and the prepetition lenders do not have a valid and enforceable mortgage. U.S. Debtors Seek Bankruptcy Court's Approval The U.S. Debtors have sought separate authority from the Bankruptcy Court to sell Surplus Lands contemplated by the Canadian Court's Surplus Lands Order. According to James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, the U.S. Debtors' proposed counsel, the U.S. Debtors believe that it is highly unlikely that auctions would produce higher or better bids for the Properties. As reported in the Troubled Company Reporter on Dec. 5, 2007, the Canadian Debtors told the Canadian Court that with the assistance of Colliers International, they have determined that certain properties are redundant and surplus to their ongoing and future operations. About Pope & Talbot Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC: PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products business. Pope & Talbot was founded in 1849 and produces market pulp and softwood lumber at mills in the US and Canada. Markets for the company's products include the US, Europe, Canada, South America and the Pacific Rim. The company and its U.S. and Canadian subsidiaries applied for protection under the Companies' Creditors Arrangement Act of Canada on Oct. 28, 2007. The Debtors' CCAA Stay expires on Jan. 16, 2008. The company and fourteen of its debtor-affiliates filed for Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case No. 07-11738). Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel. When the Debtors filed for bankruptcy, they listed total assets of $681,960,000 and total debts of $601,090,000. The Debtors' exclusive period to file a plan expires on March 18, 2008. Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21, 2007, filed an application for relief under Belgian bankruptcy laws in the commercial court in Brussels. If the Belgian court grants Pope & Talbot Europe's application, it is expected it will be liquidated through the bankruptcy proceeding. (Pope & Talbot Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). POPE & TALBOT: Court Approves Bidding Procedures for Pulp Business ------------------------------------------------------------------ The Hon. Christopher S. Sontchi of the United States Bankruptcy Court for the District of Delaware approved in all respects Pope & Talbot Inc. and its debtor-affiliates' bidding and sale procedures with respect to the sale of their pulp business assets, including: (1) the submission, consideration, qualification and acceptance of Qualified Overbids submitted to the Debtors; (2) the Auction; and (3) the identification and determination of the Successful Bid and the Back-Up Bid. According to the Bankruptcy Court, any objections to the Procedures Order that have not been withdrawn, waived, resolved or settled, are overruled. Judge Sontchi held that at any time, and in no event later than Jan. 8, 2008, the Debtors may enter into an asset purchase agreement with a Qualifying Bidder, with respect to all, substantially all, or a material part of the Pulp Business Assets, subject to Court-approval. Should the Debtors decide to enter into a Stalking Horse Purchase Agreement, they will file a notice of a hearing to approve the Stalking Horse Agreement, with respect to the Break-up Fee, the Expense Reimbursement and the Auction Overbid Protections. The Court will convene a Stalking Horse Bidder Hearing on Jan. 15, 2008, at 12:00 p.m. (prevailing Eastern time). Any objections to the Stalking Horse Bidder Notice must be filed no later Jan. 14, 2007, at 10:00 a.m. (prevailing Eastern time). If an Auction is required, Judge Sontchi states, it will be held on Feb. 5, 2008, at 10:00 a.m., at the Lexington Avenue, New York office of Shearman & Sterling LLP, the Debtors' counsel. The Court will convene a hearing to consider approval of the sale to the Stalking Horse Bidder or alternatively, the Successful Bidder, on Feb. 12, 2008, at 12:00 p.m. (prevailing Eastern time). Sale objections must be filed no later than Feb. 8, at 4:00 p.m. (prevailing Eastern time). Judge Sontchi authorized and directed the Debtors to serve a cure cost notice in connection with the assumption and assignment of the Assigned Contracts, no later than Jan. 31, 2008. Objections to the Cure Notice must be filed by Feb. 5, at 4:00 p.m. (prevailing Eastern time). The Bankruptcy Court permits the Debtors, in consultation with the Official Committee of Unsecured Creditors, to delete any Assigned Contract from the Cure Notice, in accordance with the terms of the Stalking Horse Purchase Agreement, or as otherwise required pursuant to the transaction contemplated by the Successful Bid, at any time prior to the Court's Approval Order. No provisions of the Procedures Order will be deemed to constitute the consent of the Debtors' secured lenders or the Creditors Committee to any bid, and will not impair the ability of the Secured Lenders to act as Qualified Bidders. Monitor's Comments PricewaterhouseCoopers Inc. -- as monitor of the proceedings commenced by Pope & Talbot Ltd. and its subsidiaries under the Companies' Creditors Arrangement Act -- and Rothschild Inc., the Canadian Debtors' financial advisor and investment banker, acknowledge that the timeline for the Canadian Debtors' Pulp Business Assets Sale is tight but achievable. According to the Monitor, the tight timeline is also necessary, because: (1) working capital constraints have restricted the ability to purchase fibre supply at the mills, which has increased the risk of operational disruptions caused by uncontrollable circumstances like poor weather or supply chain failures; (2) recently, two key fiber suppliers to the Mackenzie mill have announced shutdown or curtailments in their operations, thereby restricting the availability of fiber. This has lead the Canadian Debtors to explore the addition of an experimental hardwood mix pulp product at the mill; and (3) the Canadian Debtors' DIP Financing requires the tight timeline as additional time will require further funding for the Canadian Debtors. "Working capital constraints over the past few months, and particularly post CCAA filing, have resulted in the company undertaking only essential capital expenditures and maintenance procedures," Greg Watson, president of PricewaterhouseCoopers Inc., reports. The Canadian Debtors believe that only discretionary capital expenditures are being deferred, however, "this is not a sustainable model," Mr. Watson explains. "As time passes, the chances for an unexpected essential major capital expenditure will increase," Mr. Watson tells the Court. Neither the Canadian Debtors nor the Monitor will necessarily have any advance warning of the requirement, Mr. Watson adds. As reported in the Troubled Company Reporter on Dec. 10, 2007, Kelly Beaudin Stapleton, the United States Trustee for Region 3, asked the United States Bankrupty Court to deny Pope & Talbot Inc. and its debtor-affiliates' proposed sale procedures for the sale of their pulp business assets to the extent that they seek conditional approval of the proposed bid protections for a subsequently-selected stalking horse bidder. Similar to the U.S. Trustee's Objection, Jason W. Staib, Esq., at Blank Rome LLP, in Wilmington, Delaware, the Official Committee of Unsecured Creditors' proposed counsel, asserted that the proposed Pulp Business Bidding Procedures "unnecessarily invite excessive" stalking horse protections, as they suggest that the bidders "will be entitled to a break-up fee of up to 3.5% and reimbursement of out-of-pocket expenses up to $700,000." About Pope & Talbot Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC: PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products business. Pope & Talbot was founded in 1849 and produces market pulp and softwood lumber at mills in the US and Canada. Markets for the company's products include the US, Europe, Canada, South America and the Pacific Rim. The company and its U.S. and Canadian subsidiaries applied for protection under the Companies' Creditors Arrangement Act of Canada on Oct. 28, 2007. The Debtors' CCAA Stay expires on Jan. 16, 2008. The company and fourteen of its debtor-affiliates filed for Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case No. 07-11738). Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel. When the Debtors filed for bankruptcy, they listed total assets of $681,960,000 and total debts of $601,090,000. The Debtors' exclusive period to file a plan expires on March 18, 2008. Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21, 2007, filed an application for relief under Belgian bankruptcy laws in the commercial court in Brussels. If the Belgian court grants Pope & Talbot Europe's application, it is expected it will be liquidated through the bankruptcy proceeding. (Pope & Talbot Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). POPE & TALBOT: Remaining Wood Products Sale Procedures Approved --------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware approved in all respects Pope & Talbot Inc. and its debtor- affiliates' bidding and sale procedures with respect to the sale of certain wood products assets not contemplated to be sold to International Forest Products and the assumption of related liabilities, including: (1) the submission, consideration, qualification and acceptance of Qualified Overbids submitted to the Debtors; (2) the Auction; and (3) the identification and determination of the Successful Bid and the Back-Up Bid. Any objections to the Procedures Order that have not been withdrawn, waived, resolved or settled, are overruled, the Hon. Christopher S. Sontchi stated. The Bankruptcy Court held that at any time, and in no event later than Jan. 8, 2008, the Debtors may enter into an asset purchase agreement with a Qualifying Bidder, with respect to all, substantially all, or a material part of the Remaining Wood Products Business, subject to Court-approval. In the event that the Debtors enter into a Stalking Horse Purchase Agreement, they will file a notice of a hearing to approve the Stalking Horse Agreement, with respect to the Break- up Fee, the Expense Reimbursement and the Auction Overbid Protections. The Bankruptcy Court will convene a Stalking Horse Bidder Hearing on Jan. 15, 2008, at 12:00 p.m. (prevailing Eastern time). Any objections to the Stalking Horse Bidder Notice must be filed no later Jan. 14, 2007, at 10:00 a.m. (prevailing Eastern time). The Auction, if required, will be on Feb. 5, 2008, at 10:00 a.m., at the Lexington Avenue, New York office of Shearman & Sterling LLP, the Debtors' counsel. The Court will convene a hearing to consider a sale to the Stalking Horse Bidder or alternatively, any Successful Bidder, on Feb. 12, 2008, at 12:00 p.m. (prevailing Eastern time). Any objections to the sale must be filed no later than Feb. 8, at 4:00 p.m. (prevailing Eastern time). The Court authorized and directed the Debtors to serve a cure cost notice in connection with the assumption and assignment of the Assigned Contracts, no later than Jan. 31, 2008. Objections to the Cure Notice must be filed by Feb. 5, at 4:00 p.m. (prevailing Eastern time). The Hon. Christopher S. Sontchi allowed the Debtors, in consultation with the Official Committee of Unsecured Creditors, to delete any Assigned Contract from the Cure Notice, in accordance with the terms of the Stalking Horse Purchase Agreement, or as otherwise required pursuant to the transaction contemplated by the Successful Bid, at any time prior to the Court's approval of the sale. No provisions of the Procedures Order will be deemed to constitute the consent of the Debtors' secured lenders or the Creditors Committee to any bid, and will not impair the ability of the Secured Lenders to act as Qualified Bidders. The Debtors are seeking separate approval of the Bidding Procedures from the British Columbia Supreme Court. Canadian Monitor's Comments PricewaterhouseCoopers Inc., the Canadian Court-appointed monitor of the proceedings commenced by Pope & Talbot Ltd. and its subsidiaries under the Companies' Creditors Arrangement Act, tells the British Columbia Supreme Court that Rothschild Inc., the Canadian Debtors' financial advisor and investment banker, has "reconnected" with certain parties that had expressed interest in either of the two remaining sawmills as well as all parties who expressed interest in the broader Wood Products Business but who were unsuccessful. According to the Monitor, Rothschild has contacted an additional nine parties since the CCAA proceedings commenced and three parties have executed confidentiality agreements, which have granted them access to the Canadian Debtors' electronic data room. As with the pulp assets, the Canadian Debtors and Rothschild acknowledge that the timeline is very tight, but believe that they are achievable. The Monitor tells the CCAA Court that the decision to incorporate a tight timeline was influenced by the several factors, including: (1) The operations at the Remaining Wood Products Business are cash flow negative in their shut-down state and accordingly, an extended timeline will require further cash funding; (2) The operations of each sawmill are stand-alone and the logical buyers appear to be fully aware that the asset is for sale and none of these parties have suggested the timeline is unreasonable; and (3) The Canadian Debtors' DIP Financing Agreement requires the timeline be met, because additional time will require further funding to the company. The Monitor has reviewed the sales procedures with regards to the Remaining Wood Products Division, and accepts that the timeline is very tight. However, the Monitor sees no evidence to suggest that an extended timeline would attract any additional potential purchasers or produce higher sales values. The Monitor, therefore, supports the Canadian Debtors' proposed sale process and timeline. As reported in the Troubled Company Reporter on Dec. 12, 2007, Kelly Beaudin Stapleton, the United States Trustee for Region 3, complained that under the proposed sale procedures, the Debtors appear to seek tentative authority to provide to any subsequently- selected stalking horse bidder certain bid protections. The Official Committee of Unsecured Creditors also asked the Court to revise the proposed Remaining Wood Business Bidding Procedures by: (a) deleting any reference to the amounts and types of stalking horse protections the Debtors are willing to grant; and (b) allowing it to participate in any sale process. About Pope & Talbot Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC: PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products business. Pope & Talbot was founded in 1849 and produces market pulp and softwood lumber at mills in the US and Canada. Markets for the company's products include the US, Europe, Canada, South America and the Pacific Rim. The company and its U.S. and Canadian subsidiaries applied for protection under the Companies' Creditors Arrangement Act of Canada on Oct. 28, 2007. The Debtors' CCAA Stay expires on Jan. 16, 2008. The company and fourteen of its debtor-affiliates filed for Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case No. 07-11738). Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel. When the Debtors filed for bankruptcy, they listed total assets of $681,960,000 and total debts of $601,090,000. The Debtors' exclusive period to file a plan expires on March 18, 2008. Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21, 2007, filed an application for relief under Belgian bankruptcy laws in the commercial court in Brussels. If the Belgian court grants Pope & Talbot Europe's application, it is expected it will be liquidated through the bankruptcy proceeding. (Pope & Talbot Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). PQ CORP: Carlyle Group Deal Cues S&P to Withdraw 'B+' Rating ------------------------------------------------------------ Standard & Poor's Ratings Services withdrew its 'B+' corporate credit rating on Berwyn, Pennsylvania-based PQ Corp. The rating was removed from CreditWatch, where it was placed with negative implications on June 1, 2007, following the acquisition of PQ by The Carlyle Group in a transaction that refinanced rated debt. PRIVA INC: Creditors Approve Proposal Filed Under BIA ----------------------------------------------------- Priva Inc. disclosed that the statutory majorities of creditors have accepted its proposal filed pursuant to the Bankruptcy and Insolvency Act with RSM Richter Inc. The proposal provides for a basket of $150,000 to be distributed amongst the preferred and unsecured creditors of Priva. Priva will apply to the Superior Court of Quebec for approval of the Proposal. If approved by the Court, the Proposal will be binding on all creditors and Richter will distribute dividends to the creditors in accordance with the terms of proposal. Headquartered in Montreal, Priva Inc. (TSX VENTURE: PIV) -- http://www.priva-inc.com/-- is a manufacturer, distributor and marketer of an assortment of absorbent, waterproof textile products sold to retailers in Canada, the U.S., the U.K., Australia and Spain, with export sales representing just about 67% of sales. Priva's products for adults are sold under the Priva and AmericareTM labels; children's products are marketed under the "SnoozyTM" and "Tidy TurtleTM" brand names and Priva's anti- allergen products are sold under the QuorumTM and Zip & Block labels. At June 30, 2007, Priva Inc.'s balance sheet showed total assets of $3.12 million and total liabilities of $3.2 million, resulting to a shareholders' deficit of $0.08 million. In October 2007, the Superior Court of Quebec appointed RSM Richter Inc. as interim receiver to certain of Priva's assets and authored the sale of the majority of those assets to Fiberlinks Textiles Inc. RADNOR HOLDINGS: U.S. Trustee Disbands Unsecured Creditors Panel ---------------------------------------------------------------- Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, disbanded the Official Committee of Unsecured Creditors in Radnor Holdings Corporation and its debtor-affiliates' Chapter 11 cases. During the period from Nov. 5-9, 2007, the Trustee received resignation letters from each of the seven committee members: 1) U.S. Bank, N.A.; 2) Airlie Group; 3) Barclays Bank PLC; 4) Peritus I Asset Management LLC; 5) Total Petrochemicals USA, Inc.; 6) Lyondell Chemical Company; and 7) Polar Plastics, Inc. At present, the Trustee says, there appears to be no sufficient interest among the remaining unsecured creditors for her to replace the committee members and to reform the committee. About Radnor Holdings Based in Radnor, Pennsylvania, Radnor Holdings Corporation -- http://www.radnorholdings.com/-- manufactured and distributed a broad line of disposable food service products in the United States, and specialty chemicals worldwide. The Debtor and its affiliates filed for chapter 11 protection on Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894). Gregg M. Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce, Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represent the Debtors. The U.S. Trustee recently disbanded the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed total assets of $361,454,000 and total debts of $325,300,000. RESIDENTIAL CAPITAL: Defers Tender Offer of Notes to December 19 ---------------------------------------------------------------- Residential Capital, LLC disclosed an extension of the early tender time for its cash tender offer for up to $750 million aggregate principal amount of its: * Floating Rate Notes due June 9, 2008, * Floating Rate Notes due Nov. 21, 2008, * 6.125% Notes due Nov. 21, 2008, and * Subordinated Floating Rate Notes due April 17, 2009. The new early tender time is 12:00 midnight EST on Dec. 19, 2007, which is the same time as the tender offer expiration time. Each of the early tender time and the tender offer expiration time is subject to extension by ResCap in its sole discretion. As a result of the extension of the early tender time, all holders that validly tender their notes in the tender offer will be eligible to receive the total consideration offered in the tender offer, including the early tender premium included as part of the total consideration. The withdrawal rights with respect to the tender offer have terminated and, accordingly, notes tendered in the tender offer may no longer be withdrawn. The tender offer is conditioned on the satisfaction of certain conditions. If any of the conditions are not satisfied or waived, ResCap is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event, subject to applicable laws, and may terminate the tender offer. The terms and conditions of the tender offer are described in detail in the Offer to Purchase dated Nov. 21, 2007, and the related Letter of Transmittal and the terms and conditions of the tender offer remain unchanged. Banc of America Securities LLC and Citi are the dealer managers for the tender offer. Global Bondholder Services Corporation is the information agent and depositary. Deutsche Bank Luxembourg S.A. is the Luxembourg tender agent for the tender offer. Persons with questions regarding the tender offer should contact the dealer managers: Banc of America Securities LLC toll-free at (866) 475-9886 or collect at (704) 386-3244 and Citi toll-free at (800) 558-3745 or collect at (212) 723-6106, or the information agent, toll-free at (866) 294-2200. About Residential Capital Residential Capital LLC -- http://www.rescapholdings.com/-- is a real estate finance company, focused primarily on the residential real estate market in the United States, Canada, Europe, Latin America and Australia. The company's diversified businesses cover the spectrum of the U.S. residential finance industry, from origination and servicing of mortgage loans through their securitization in the secondary market. It also provides capital to other originators of mortgage loans, residential real estate developers, and resort and timeshare developers. Residential Capital is the home mortgage unit of GMAC Financial Services, which is in turn wholly owned by GMAC LLC. * * * As reported in the Troubled Company Reporter on Nov. 5, 2007, Moody's downgraded to Ba3, from Ba1, its ratings on the senior debt of Residential Capital LLC. The outlook is negative. This concludes a rating review that was initiated on Aug. 16, 2007, at which time senior debt was downgraded from Baa3. This rating action follows ResCap's $2.3 billion loss in Q307. At the same time, Standard & Poor's Ratings Services removed its ratings on Residential Capital LLC from CreditWatch, where they were placed with negative implications on Oct. 17, 2007. S&P also lowered its long-term counterparty credit rating on Residential Capital LLC to 'BB+/B' from 'BBB-/A-3'. The outlook is negative. The company, as of Nov. 16, 2007, holds Fitch's B short-term ratings and BB+ long-term ratings. Fitch has placed the ratings under review for possible downgrade. SATCON TECH: Posts $2.6 Million Net Loss in Third Quarter --------------------------------------------------------- SatCon Technology Corp. reported a net loss of $2.6 million on total revenue of $21.0 million for the third quarter ended Sept. 30, 2007, compared with a net loss of $7.6 million on total revenue of $8.5 million in the same period last year. The increase in total revenue mainly reflects and increase of $10.6 million in reevenues within the Power Systems Division in Canada as compared to 2006. Funded research and development and other revenue increased from $1.3 million in 2006 to $2.7 million in 2007. The increase in revenue is due to the delivery of a Stationary Rotary UPS ride through unit which accounted for approximately $1.2 million of the increase and an overall increase in revenue from government contracts of $200,000. Cost of product revenue increased $8.9 million, or 122%, from $7.3 million in 2006 to $16.1 million in 2007. The increase was primarily attributable the mix of products sold during the period and higher revenues compared to fiscal 2006 in the Power Systems Division in Canada and, in part, by a slight increase in the cost of product revenue due to higher revenues in the Electronics division. This increase was offset, in part, by a decrease in overhead costs during the period in the comany's Power Systems Division in the United States. Operating losses for the third quarter of 2007 were $1.1 million, as compared to $3.5 million in the third quarter 2006. At Sept. 30, 2007, the company's consolidated balance sheet showed $34.7 million in total assets, $33.5 million in total liabilities, and $1.2 million in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?265a Going Concern Doubt As reported in the Troubled Company Reporter on April 12, 2007, Vitale, Caturano and Company Ltd. expressed substantial doubt about SatCon Technology Corporation's ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm reported that the company incurred a net loss of $19.8 million and used $9.8 million of cash in its operating activities and as of Dec. 31, 2006, has a stockholders' deficit of $2.5 million. In addition, the company has historically incurred losses and used cash, rather than provided cash, from operations. About SatCon Technology Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) -- http://www.satcon.com/-- is a developer and manufacturer of electronics and motors for the Alternative Energy, Hybrid-Electric Vehicle, Grid Support, High Reliability Electronics and Advanced Power Technology markets. SCO GROUP: Can Hire Boies Schiller as Special Litigation Counsel ---------------------------------------------------------------- The SCO Group Inc. and SCO Operations Inc. obtained authority from the United States Bankruptcy Court for the District of Delaware to employ Boies, Schiller & flexner LLP as special litigation counsel. As reported in the Troubled Company Reporter on Nov. 1, 2007, Boies Schiller will assist the Debtors in connection with the continuation of the SCO Litigation. The SCO Litigation consists of these pending matters: -- SCO Group v. International Businesses Machines Corp. pending in the U.S. District Court for the District of Utah; -- SCO Group v. Novell Inc. pending in the U.S. District Court for the District of Utah; -- Red Hat Inc. v. SCO Group pending in the U.S. District Court for the District of Delaware; -- SCO Group v. Autozone Inc. pending in the U.S. District Court for the District of Nevada; -- SCO Group v. DaimlerChrysler Corporation pending in the State of Michigan, Circuit Court for the County of Oakland; -- Gray Litigation: Wayne R. Gray v. Novell, SCO Group and X/Open Company Ltd. pending in the U.S. District Court for the Middle District of Florida; and -- SuSE Linux GmbH v. SCO Group pending before the International Court of Arbitration. Specifically, the firm is expected to: a. give advice to the Debtors with respect to the SCO Litigation; b. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the prosecution, defense or appeal of administration of the SCO Litigation; c. represent the Debtors at all trials, hearings or arbitration proceedings with respect to the SCO Litigation; and d. protect the interests of the Debtors with respect to the SCO Litigation. Subject to the Court's approval, the Debtors will pay the firm at its standard hourly rate with respect to the Gray Litigation and 50% of its standard hourly rates with respect to the SuSE Arbitration and continue the terms of their pre-bankruptcy engagement on other SCO Litigation. The Debtors believe that the employment of the firm is necessary and in the best interest of the Debtors' estates. To the best of the Debtors' knowledge, Boies Schiller does not represent or hold any interest adverse to the Debtors or their estates. The firm can be reached at: Stuart H. Singer, Esq. Boies, Schiller & flexner LLP 333 Main St. Armonk, NY 10504-1812 Tel: (914) 749-8200 Fax: (914) 749-8300 http://www.bsfllp.com/ Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX) fka Caldera International Inc. -- http://www.sco.com/-- provides software technology for distributed, embedded and network-based systems, offering SCO OpenServer for small to medium business and UnixWare for enterprise applications and digital network services. The company and its affiliate, SCO Operations Inc., filed for Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case No. 07-11337). Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and noticing agent. The United States Trustee failed to form an Official Committee of Unsecured Creditors in these cases due to insufficient response from creditors. The Debtors' exclusive period to file a chapter 11 plan expires on March 12, 2008. The Debtors' schedules of assets and liabilities showed total assets of $9,549,519 and total liabilities of $3,018,489. SECURITIZED ASSET: Fitch Rates $11.4 Million Class B-4 at BB+ ------------------------------------------------------------- Fitch Ratings has taken these rating actions on two Securitized Asset Backed Receivables LLC transactions. Affirmations total $464.2 million. In addition, $23.3 million is placed on Rating Watch Negative. Break Loss percentages and Loss Coverage Ratios for each class are included with the rating actions as: SABR 2005-FR2 -- $18.2 million class A affirmed at 'AAA' (BL: 98.69, LCR: 6.89); -- $92.4 million class M-1 affirmed at 'AA' (BL: 66.91, LCR: 4.67); -- $59.2 million class M-2 affirmed at 'A' (BL: 42.79, LCR: 2.99); -- $17.3 million class M-3 affirmed at 'A-' (BL: 36.57, LCR: 2.55); -- $16.3 million class B-1 affirmed at 'BBB+' (BL: 30.04, LCR: 2.1); -- $13.5 million class B-2 affirmed at 'BBB' (BL: 24.65, LCR: 1.72); -- $11.9 million class B-3 rated 'BBB-' (BL: 19.78, LCR: 1.38), placed on Rating Watch Negative; -- $11.4 million class B-4 rated 'BB+' (BL: 15.81, LCR 1.1), placed on Rating Watch Negative. Deal Summary -- Originators: Fremont (100%) -- 60+ day Delinquency: 34.6% -- Realized Losses to date (% of Original Balance): 1.53%; -- Expected Remaining Losses (% of Current Balance): 14.33%; -- Cumulative Expected Losses (% of Original Balance): 4.93%. SABR 2005-OP1 -- $3.5 million class A affirmed at 'AAA' (BL: 99.46, LCR: 12.31); -- $42.2 million class M1 affirmed at 'AA+' (BL: 89.61, LCR: 11.09); -- $67.9 million class M2 affirmed at 'AA' (BL: 42.29, LCR: 5.23); -- $66.6 million class M3 affirmed at 'A' (BL: 21.75, LCR: 2.69); -- $18.4 million class M4 affirmed at 'A-' (BL: 18.70, LCR: 2.31); -- $13.8 million class B1 affirmed at 'A-' (BL: 16.54, LCR: 2.05); -- $11.2 million class B2 affirmed at 'BBB+' (BL: 14.89, LCR: 1.84); -- $9.8 million class B3 affirmed at 'BBB' (BL: 13.51, LCR: 1.67); -- $13.1 million class B4 affirmed at 'BBB-' (BL: 12.03, LCR: 1.49); Deal Summary -- Originators: Option One Mortgage Corp. (100%) -- 60+ day Delinquency: 21.1%; -- Realized Losses to date (% of Original Balance): 0.62%; -- Expected Remaining Losses (% of Current Balance): 8.08%; -- Cumulative Expected Losses (% of Original Balance): 2.34%. The data above is based off the October 2007 remittance period. 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 2007, 2006 and late 2005 with regard to continued poor loan performance and home price weakness. SG MORTGAGE: Moody's Lowers Rating on Cl. M-8 to B1 from Baa2 ------------------------------------------------------------- Moody's Investors Service has downgraded the ratings of 5 tranches from SG Mortgage Securities Trust 2007-NC1. Additionally one downgraded tranche remains on review for possible further downgrade. The collateral backing these classes consists of primarily first lien, fixed and adjustable-rate, subprime mortgage loans. In its analysis, Moody's has combined its published methodology updates as of July 13, 2007 to the non delinquent portion of the transactions. Collateral backing these transactions is also experiencing higher than anticipated rates of delinquency, foreclosure, and REO relative to credit enhancement levels. Complete list of Rating Actions: Issuer: SG Mortgage Securities Trust 2007-NC1 -- Cl. M-5, Downgraded to A3, previously A2, -- Cl. M-6, Downgraded to Baa1, previously A3, -- Cl. M-7, Downgraded to Ba1, previously Baa1, -- Cl. M-8, Downgraded to B1, previously Baa2, -- Cl. M-9, Downgraded to B3 on review for possible further downgrade, previously Baa3. SHELDON-LAGUNA PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------------------ Debtor: Sheldon-Laguna Properties, L.L.C. 3825 Atherton Road, Suite 15 Rocklin, CA 95765 Bankruptcy Case No.: 07-30749 Chapter 11 Petition Date: December 11, 2007 Court: Eastern District of California (Sacramento) Judge: Thomas Holman Debtor's Counsel: W. Steven Shumway, Esq. 2140 Professional Drive, Suite 250 Roseville, CA 95661 Tel: (916) 789-8821 Estimated Assets: $4,400,000 Estimated Debts: $4,200,000 The Debtor does not have any creditors who are not insiders. SIERRA NEVADA: Case Summary & Five Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Sierra Nevada Land Acquisitions, L.L.C. 1050 East Flamingo Road, Suite E-320 Las Vegas, NV 89119 Bankruptcy Case No.: 07-18346 Type of Business: The Debtor is a real estate holding company. Chapter 11 Petition Date: December 12, 2007 Court: District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: David J. Winterton, Esq. 211 North Buffalo Drive, Suite A Las Vegas, NV 89145 Tel: (702) 363-0317 Total Assets: $2,900,000 Total Debts: $1,875,047 Debtor's Five Largest Unsecured Creditors: Entity Claim Amount ------ ------------ City of Henderson $13,847 P.O. Box 52767 Phoenix, AZ 85072 Darren Feltus $6,250 1015 Snowbunting Court Henderson, NV 89002 Advanced Pool Management $1,800 1124 Thornfield Lane Las Vegas, NV 89123 R.P.M.G. $1,600 Van Pale & Associate $1,550 SPECIALITY UNDERWRITING: Moody's Lowers Ratings on 16 Tranches -------------------------------------------------------------- Moody's Investors Service has downgraded the ratings of 16 tranches and placed on review for possible downgrade the ratings of 6 tranches from 3 deals issued by Speciality Underwriting and Residential Finance Trust in 2007. Additionally one downgraded tranche remains on review for possible further downgrade. The collateral backing these classes consists of primarily first lien, fixed and adjustable-rate, subprime mortgage loans. In its analysis, Moody's has combined its published methodology updates as of July 13, 2007 to the non delinquent portion of the transactions. Collateral backing these transactions is also experiencing higher than anticipated rates of delinquency, foreclosure, and REO relative to credit enhancement levels. Complete list of Rating Actions: Issuer: Speciality Underwriting and Residential Finance Trust, Series 2007-AB1 -- Cl. A-1 Currently Aaa on review for possible downgrade, -- Cl. A-2C Currently Aaa on review for possible downgrade, -- Cl. A-2D Currently Aaa on review for possible downgrade, -- Cl. M-1 Currently Aa1 on review for possible downgrade, -- Cl. M-2 Currently Aa2 on review for possible downgrade, -- Cl. M-3 Currently Aa3 on review for possible downgrade, -- Cl. M-4, Downgraded to Ba2, previously A1, -- Cl. M-5, Downgraded to B2, previously A2, -- Cl. M-6, Downgraded to B3 on review for possible further downgrade, previously A3, -- Cl. B-1, Downgraded to Ca, previously Baa1, -- Cl. B-2, Downgraded to C, previously Baa2, -- Cl. B-3, Downgraded to C, previously Baa3. Issuer: Specialty Underwriting and Residential Finance Series 2007-BC1 -- Cl. M-5, Downgraded to A3, previously A2, -- Cl. M-6, Downgraded to Baa2, previously A3, -- Cl. B-1, Downgraded to B1, previously Baa1, -- Cl. B-2, Downgraded to B3, previously Baa2, -- Cl. B-3, Downgraded to Ca, previously Baa3. Issuer: Specialty Underwriting and Residential Finance Trust, Series 2007-BC2 -- Cl. M-5, Downgraded to A3, previously A2, -- Cl. M-6, Downgraded to Ba1, previously A3, -- Cl. B-1, Downgraded to B1, previously Baa1, -- Cl. B-2, Downgraded to B3, previously Baa2, -- Cl. B-3, Downgraded to Caa2, previously Baa3. ST LOUIS INDUSTRIAL: Moody's Holds Junk Rating on $98MM Bonds ------------------------------------------------------------- Moody's Investors Service has affirmed the Caa2 rating and negative outlook on the St. Louis Industrial Development Authority's $98 million in senior lien hotel revenue bonds. In Moody's opinion, there is a high probability that equity holder Kimberly-Clark Corporation has sufficient financial incentives, although no obligation, to make an additional final contribution to fund the upcoming Dec. 15, 2007 interest payment. Moody's notes that the tax incentives to provide such contributions will expire in 2008, leaving the hotel's senior bondholders exposed to a high risk of default. Legal Security: Net revenues of the headquarters hotels for the America's Center Convention Center in downtown St. Louis. Net revenues are generated from the 165-room Renaissance Suites that opened for business in April 2002 and the 918-room Renaissance Grand that opened for business in February 2003. Derivatives: None Strengths * Equity holder Kimberly-Clark Corporation (senior unsecured rated A2), acting through its affiliate Housing Horizons LLC, has financial incentives to make a final contribution to support the project for the debt service payment due later this week. * Marriott International (senior unsecured rated Baa2 with a stable outlook), the hotel operator, has achieved high market penetration, despite weak market fundamentals. * Performance of the hotels, while below initial projections, has improved significantly in recent years, with the interest payment earlier this year paid out of hotel revenues and funds without the need for external funding. Challenges * The project hotels continue to be under severe credit stress, with weak operating and financial performance since opening. * Hotel net revenues have not been sufficient to pay debt service, and the project has nearly depleted its debt service reserve fund and has fully exhausted all standby support. * Due to weak market fundamentals and a mismatch between supply and demand, break even analysis indicates that the hotel is likely several years away from fully supporting its operating expenses and debt service costs, suggesting that a payment default could occur. Recent Developments The 918-room Renaissance Grand and the 165-room Renaissance Suites hotels continue to pay debt service, and in a recent positive development, the June 15, 2007 interest payment on the senior lien bonds came solely from project revenues and funds. The project is expecting a shortfall for the upcoming payment. Acting through its affiliate Housing Horizons, LLC, Kimberly-Clark is expected, although not obligated, to subsidize the upcoming payment, given that it will retain federal tax credits that are materially larger than the cost of subsidies. Kimberly-Clark would lose ownership of the hotels, and consequently not receive the tax credits, if the senior lien bonds defaulted. Based on the most current information, Moody's expects these tax credits will remain materially larger than the contribution required of Kimberly Clark later this week. Kimberly-Clark's tax credits expire in early 2008. At that time, the hotels must generate cash flow sufficient to pay debt service or default on the bonds, absent additional equity contributions. In the event of a potential payment shortfall, the hotels could require a judicial restructuring, a non-judicial refinancing with consent of bondholders, or additional equity contributions from key interested parties to avoid default. A financial workout plan may be possible outside of a judicial restructuring, but Moody's remains concerned that project revenues are insufficient to continue to meet interest and principal obligation, absent a contribution from Kimberly-Clark. In order to balance its cash flow and obligations, a bankruptcy filing may be inevitable. While the hotels' financial performance remains highly stressed, operations and finances continue to improve. The hotels combined operating and financial performance for the first nine months of FY 2007 is behind budget but well ahead of actual results from the same period in FY 2006, which in turn represented an improvement over FY 2005 numbers. Combined net house profit during this period equaled $4.1 million in FY 2007 compared to $2.5 million in FY 2006, and Moody's estimates net house profit to have covered somewhere around 85% of 2007 debt service by the end of the year. Average room rates and occupancy for the first nine months of 2007 have improved to $123.81 (from 121.03 over the same period last year) and 68.5% (from 66.8%), respectively. The hotels continue to outperform their direct competitors in the downtown St. Louis market, with a market penetration rate around 120%, indicating that the hotels are capturing more customers than the market average. Project Background The project bonds were issued in 2000 to finance a portion of the costs of construction and renovation of the headquarters hotels for the America's Center Convention Center in downtown St. Louis. The hotels' poor operating and financial performance stems from a number of national and local contributing factors. National factors include the disruption of the hotel industry as a result of the impact of the September 2001 terrorist attacks on travel; a national and regional economic slowdown; a general deterioration of hotel market conditions, both nationally and in the St. Louis regional market; a decline in business spending on meetings and conventions, and softening nationally in convention bookings and attendance in recent years. An additional factor was American Airlines' significant reduction in air service at Lambert-St. Louis International Airport, which has not been fully restored. Local factors include the inability of the CVC to obtain the anticipated convention activity at the America's Convention Center. The CVC and the market feasibility consultant concluded that the city could significantly improve the number of conventions if they had a properly sized headquarters hotel adjacent to the St. Louis America's Convention Center. The market study forecasted that group room nights generated from the increased conventions would increase to 800,000 group room nights in 2004, compared to an actual 410,000. The Idea Institute's August 2004 study concluded that the overwhelming reason for missing the room rate target was the poor national image of St. Louis as a destination. Other factors include the high cost labor work rules, lack of political support and the governance structure of the CVC, although certain changes have been implemented to make improvements. Outlook The rating remains negative. Over the next few months, our analysis will focus on any restructuring efforts, as well as performance in the early months 2008 and the hotel's progress towards funding its June, 2008 debt service payment. Rated Debt Senior Lien Revenue Bonds, Series 2000A, $98 million SUPERCONDUCTOR TECH: Posts $2.0 Million Net Loss in Third Quarter ----------------------------------------------------------------- Superconductor Technologies Inc. reported a net loss of $2.0 million for third quarter ended Sept. 29, 2007, compared with a net loss of $2.1 million in the corresponding period of 2006. Total net revenues for the third quarter were $4.1 million, compared to $5.9 million in the year ago third quarter. Net commercial product revenues for the third quarter of 2007 were $2.3 million, compared to $4.9 million in the third quarter of 2006. Government and other contract revenue totaled $1.8 million during the 2007 third quarter, compared to $1.0 million for the third quarter of 2006. As of Sept. 29, 2007, STI had $5.0 million in working capital, including $2.5 million in cash and cash equivalents, as compared to working capital of $10.2 million at Dec. 31, 2006, which included $5.5 million in cash and cash equivalents. The company has an agreement with Hunchun BaoLi Communication Co. Ltd. ("BAOLI") under which BAOLI has agreed to invest $15.0 million in exchange for equity. The company expects to be able to satisfy its expected liquidity needs for at least the next twelve months from the proceeds of this transaction and cash flow from operations. At Sept. 29, 2007, the company's consolidated balance sheet showed $15.6 million in total assets, $4.3 million in total liabilities, and $11.3 million in total shareholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 29, 2007, are available for free at http://researcharchives.com/t/s?265b Going Concern Doubt As reported in the Troubled Company Reporter on April 26, 2007, Stonefield Josephson Inc. in Los Angeles, California, expressed substantial doubt about Superconductor Technologies Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the company's substantial net losses and accumulated deficit of $190.8 million as of Dec. 31, 2006. About Superconductor Technologies Based in Santa Barbara, California, SuperConductor Technologies Inc. (NasdaqCM: SCON) -- http://www.suptech.com/-- provides advanced wireless solutions, adaptive filtering, and cryogenics products for commercial and government applications. TD AMERITRADE: S&P Holds BB Rating and Revises Outlook to Positive ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook on TD AMERITRADE Holding Corp. to positive from stable. At the same time, S&P affirmed its 'BB' long-term counterparty credit rating on TD AMERITRADE. "The outlook revision reflects growth and strengthening of the franchise, including growth in client assets, revenues, and earnings, as well as reduction in leverage," said Standard & Poor's credit analyst Helene De Luca. "The ratings are based on the company's strong earnings performance, management's ability to integrate acquisitions, the firm's scalable business model, and the strength of its brand franchise. These strengths are partially offset by the firm's high leverage, negative tangible equity, and the competitive environment of the retail brokerage industry," she added. TD AMERITRADE has made a number of acquisitions, as have its competitors, as the industry consolidates. As a result, goodwill and intangible assets at TD AMERITRADE have grown substantially, as has its debt funding. The firm's high profitability somewhat mitigates concerns about its high leverage. Client assets at year-end Sept. 30, 2007, hit a high of $302.7 billion, up 16% for the year. Pretax operating and EBITDA margins for the quarter ending Sept. 30, 2007, were up to 54.1% from 40.8% and 62.4% from 51.8% the same quarter a year ago, respectively. The high margins reflect the company's efficiencies gained from its technology and economies of scale. Nontrading revenues as a proportion of total net revenues provide a degree of stability against more volatile trading revenue. Although down from the high of 66.6% for the quarter ending Sept. 29, 2006, these revenues still comprise 60.7% of total net revenues. TD AMERITRADE has grown organically and greatly increased its market share through its 2006 acquisition of TD Waterhouse. Beyond increasing its online presence, the TD Waterhouse deal expanded TD AMERITRADE's distribution through a nationwide branch network and registered investment advisor network, which helped TD AMERITRADE move beyond the active trader and reach a broader customer base of long-term investors. The company's management has experience with acquisition integration given its eight acquisitions. S&P expect the Fiserv Investment Services acquisition, which should close soon, to improve TD AMERITRADE's standing as a provider of trading and custodial services to RIAs. Although The Toronto-Dominion Bank (TD Bank; AA-/Stable/A-1+) is a significant shareholder in TD AMERITRADE, S&P do not look to TD Bank to support the rating on TD AMERITRADE. The positive outlook considers the variation of operating performance during the stock market cycle. To the extent that TD AMERITRADE improves its risk management, sustainably enhances its market position, successfully introduces new products that broaden and deepen its penetration of the mass-affluent market, and reduces its debt burden, there could be upward momentum of the rating. An increase in leverage or weakening of performance could negatively affect the rating. TRANS ENERGY: Sept. 30 Balance Sheet Upside-Down by $49,704 ----------------------------------------------------------- Trans Energy Inc.'s consolidated balance sheet at Sept. 30, 2007, showed $10,994,376 in total assets and $11,044,080 in total liabilities, resulting in a $49,704 total stockholders' deficit. The company reported a net loss of $678,501 on revenues of $416,837 for the third quarter ended Sept. 30, 2007, compared with a net loss of $1,742,810 on revenues of $337,079 in the same period last year. The 24% increase in revenues was primarily due to acquisitions and increased production. The company focused its efforts during the third quarter of 2007 on a work over program on its wells located in Wetzel and Marion Counties, West Virginia and the implementation of its drilling program. Production costs increased 165% to $253,073 in the three months ended Sept. 30, 2007, as compared to the same period for 2006, primarily due to expenses associated with the workover program. Interest expense increased 318% to $306,610 in the three months ended Sept. 30, 2007, as compared to the same period for 2006, primarily due to increased borrowings. Loss from operations for the third quarter of 2007 was $402,222 compared to a loss from operations of $1,681,268 for the third quarter of 2006. This decrease is primarily due to a decrease in selling, general and administrative expenses. This decrease in selling, general and administrative expenses is related to the value of shares issued for signing bonuses to its officers and directors during the third quarter of 2006. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?2664 Going Concern Doubt As reported in the Troubled Company Reporter on April 23, 2007, Malone & Bailey PC, in Houston, expressed substantial doubt about Trans Energy Inc.'s ability to continue as a going concern after auditing the company's financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the company's significant losses from operations, accumulated deficit of $33,026,735, and working capital deficit of $2,610,953 at Dec. 31, 2006. About Trans Energy St. Marys, W. Va., Trans Energy Inc. (OTC BB: TENG.OB) -- http://www.transenergyinc/-- is an independent exploration and production company focused on exploring, developing and producing oil and natural gas in the Appalachian Basin. TRC HOLDINGS: Asks Court to Fix Feb. 4 as Admin. Claims Bar Date ---------------------------------------------------------------- TRC Holdings Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Wisconsin to give administrative claim holders until Feb. 4, 2008, to file their proofs of claim against the Debtors' estate. The deadline applies to individuals, partnerships, corporations, estates, trusts and governmental units holding administrative claims against the Debtors arising from and after: a) April 18, 2006 for claims relating to TRC Holdings, Inc.; and b) June 19, 2006 for claims relating to Trinity Holdings, Inc. and Trinity Resource Corporation. TRC Holdings, Inc., is a staffing agency that provides skilled and semi-skilled temporary staff to small and mid-market employees primarily in the areas of industrial, administrative, technical, construction, light industrial and health care. The Debtor currently employs approximately 930 temporary and 50 full-time workers. The Debtor filed for chapter 11 protection on April 18, 2006 (Bankr. E.D. Wis. Case No. 06-21855). Daryl L. Diesing, Esq., Patrick B. Howell, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck Dudek S.C. represent the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtor's case. When the Debtor filed for protection from its creditors, it estimated assets between $1 million to $10 million and debts between $10 million to $50 million. UNIFI INC: Ongoing Uncertainty Cues Moody's to Lower Ratings ------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Unifi Inc.'s senior secured notes to Caa2 from Caa1, and lowered the company's Corporate Family Rating to Caa1 from B3. Concurrently, Moody's changed the outlook for the ratings to negative. The downgrade reflects ongoing uncertainty with respect to the company's implementation of its business strategy, which includes consolidating US synthetic yarn production; shortfalls in Unifi's financial results relative to Moody's expectations; and Unifi's weakening liquidity position. In Moody's opinion, management turnover during the year added to the increased business risk which is incorporated in the ratings and outlook. Moody's believes that the company's liquidity position and flexibility to execute in a potentially slower economic environment has deteriorated over the last four quarters. The downgrade also reflects continuing industry overcapacity, weak gross margins on the bulk of Unifi's products and ongoing pricing pressures from imports of final goods. Moreover, this pressure appears to persist even at a time when the US dollar has declined considerably against several major currencies. The negative outlook also takes into account delays with respect to the company's ability to generate cash flows from past, strategically important, investments in China. Cost-cutting initiatives and operational improvements, which included the closure of the company's Kinston, North Carolina facilities and the consolidation of a portion of the Kinston production at its Yadkinville, North Carolina, facility provide support to the ratings. Developments toward liberalization in the international textile trade environment could place further negative pressure on the ratings, especially if they weaken the import duty advantages for textiles with US content. Weaker than expected sales, significant losses or cash generation or further material increases in adjusted leverage above 7.5 times EBITDA could put further negative pressure on the company's ratings. In addition, if the ratio of free cash flow to debt is anticipated to turn negative, the rating could be further downgraded. Stabilization of the outlook is contingent on increased cash flow generation, resulting for example, from greater pricing power and increased demand by regional manufacturers for North American manufactured yarn and fabrics. More specifically, improvements in profitability, with sustainable, substantively positive adjusted EBIT return on assets, along with sustainable free cash flow to debt ratios comfortably exceeding 5% could lead to a stable ratings outlook. Moody's took these rating actions: -- Downgraded the $190 million senior secured notes due 2014 to Caa2 (LGD 4, 64%) from Caa1(LGD 4, 61%); -- Downgraded to Caa1 from B3 the Corporate Family Rating; -- Downgraded to Caa1 from B3 the Probability of Default Rating; The ratings outlook is negative. Unifi, Inc., based in Greensboro, North Carolina, is a diversified producer and processor of multi-filament polyester and nylon textured yarns and related raw materials. Key Unifi brands include, but are not limited to: aio(R) -- all-in-one performance yarns, Sorbtek(R), A.M.Y.(R), Mynx(R) UV, Reflexx(R), Repreve(R), MicroVista(R) and Satura(R). Unifi's yarns and brands are readily found in home furnishings, apparel, legwear and sewing thread, as well as industrial, automotive, military and medical applications. Unifi had revenue of $691 million for the twelve months ended Sept. 23, 2007. US SHIPPING: Moody's Junks Ratings with Stable Outlook ------------------------------------------------------ Moody's Investors Service lowered its ratings of U.S. Shipping Partners L.P. debt -- Corporate Family and Probability of Default, each to Caa1 from B2, senior secured to B3 from B1 and senior unsecured to Caa3 from Caa1. The rating outlook is stable. The ratings were downgraded because Moody's expects further deterioration in USS' credit metrics as debt increases at USS Products Investor LLC (the "joint venture" USS created to finance the tanker order) to fund construction costs. Further, funds from operations are likely to be further stressed over the near term because a majority of USS' ITB vessels could trade in the spot market, which could result in Time Charter Equivalent rates below recently contracted levels and reduced utilization of the ITB fleet. Consequently, Moody's believes USS will increasingly rely on its revolver to meet debt service obligations and Master Limited Partnership distributions because of weaker operating profit and increasing interest costs. Liquidity is weak, even after considering the potential retention of about $13 million of cash, in the event the partnership foregoes paying distributions in 2008 on the subordinated units, as it recently disclosed it could do. Compliance with covenants of the credit agreement is not assured, which implies that USS might need to seek additional waivers to maintain access to the revolver. Since the end of 2006, EBIT to Interest expense declined to about 0.6 times and Debt to EBITDA remained in the mid-six times range, which are levels consistent with the Caa1 corporate family and probability of default ratings. Moody's expects these metrics are likely to weaken as debt increases to fund tanker construction while funds from operations is pressured down. Funds from operations are likely to remain pressured until the ATB's and the first few new tankers deliver and begin contributing earnings. This assumes that USS' will obtain control of the new tankers, by either purchasing them from the joint venture upon each delivery or by in-chartering from either the joint venture or a third-party acquirer. Purchases would likely be mostly debt-financed which implies leverage will remain high beyond the intermediate term. As well, competition within the company's Jones Act petroleum transportation segment, which the ITB's serve, is likely to increase because of higher vessel orders than previously anticipated. This unexpected increase in the orderbook is likely to increase competition and could pressure the sector's operating and financial performance. The outlook is stable because funding for the fleet expansion is covered through either pre-funding or a financing commitment in place at the joint venture, which should limit the ultimate debt level, and that USS will begin to generate cash flow from new vessels as each delivers. While fundamentals in the company's core petroleum trades are not likely to improve over the near term for the ITB's to achieve rates that would support free cash flow to de-lever, USS does operate in the Jones Act trade, which provides significant barriers to entry over time. The ratings could be downgraded if USS lost access to the revolver, if funds from operations turned negative, if significant cost overruns on either of the fleet expansion programs were to occur or if USS was to provide support to the new tanker joint venture. The ratings could be upgraded if EBIT to Interest is sustained above 1.0 time and Debt to EBITDA is sustained near six times. Downgrades: Issuer: U.S. Shipping Partners LP -- Corporate Family Rating, Downgraded to Caa1 from B2 -- Probability of Default Rating, Downgraded to Caa1 from B2 -- Senior Secured Bank Credit Facility, Downgraded to B3, 38- LGD-3 from B1, 37 - LGD3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3, 89-LGD5 from Caa1, 89-LGD5 U.S. Shipping Partners L.P., based in Edison, New Jersey, is a leading, U.S. Jones Act qualified, provider of marine transportation of petroleum and petroleum based products. VALENCE TECH: Sept. 30 Balance Sheet Upside-Down by $69.5 Million ----------------------------------------------------------------- Valence Technology Inc.'s consolidated balance sheet at Sept. 30, 2007, showed $19.5 million in total assets, $8.6 million in redeemable convertible preferred stock, and $80.4 million in total liabilities, resulting in a $69.5 million total stockholders' equity. The company reported a net loss of $4.8 million on total revenues of $5.6 million for the second quarter ended Sept. 30, 2007, compared with a net loss of $4.7 million on total revenues of $6.4 million in the comparable period ended Sept. 30, 2006. Battery and system sales decreased to $5.4 million in the second quarter of fiscal 2008 from $6.2 million in the second quarter of fiscal 2007. The quarter to quarter decrease was due to a decrease in N-Charge(R) sales. Total operating expenses were $4.1 million and $4.2 million for the three months ended Sept. 30, 2007, and 2006, respectively. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?2659 Going Concern Doubt As reported in the Troubled Company Reporter on June 21, 2007, PMB Helin Donovan LLP, in Austin, Tex., expressed substantial doubt about Valence Technology, Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended March 31, 2007. The auditing firm pointed to the company's recurring losses from operations, negative cash flows from operations and net stockholders' capital deficit. At Sept. 30, 2007, the company's principal sources of liquidity were cash and cash equivalents of $2.5 million. The company expects that its sources of liquidity will not be sufficient for the remaining fiscal year. About Valence Technology Headquartered in Austin, Texas, Valence Technology Inc. (Nasdaq: VLNC) -- http://www.valence.com/-- develops and markets Lithium Phosphate Rechargeable Batteries. The company has facilities in Austin, Texas; Las Vegas, Nevada; Mallusk, Northern Ireland and Suzhou, China. VALLEY HEALTH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Valley Health System 1117 East Devonshire Avenue Hemet, CA 92543 Bankruptcy Case No.: 07-18293 Type of Business: The Debtor owns and operates three acute hospitals and a nursing facility, namely 340-bed facility Hemet Valley Medical Center, 84-bed facility Menifee Valley Medical Center, 95-bed facility Moreno Valley Community Hospital, and 113-bed skilled nursing facility Hemet Valley HealthCare Center. See http://www.valleyhealthsystem.com/ Chapter 9 Petition Date: December 13, 2007 Court: Central District Of California (Riverside) Debtor's Counsel: H. Alexander Fisch, Esq. Stutman, Treister, & Glatt, P.C. 1901 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 Tel: (310) 228-5600 Fax: (310) 228-5788 Estimated Assets: More than $100 Million Estimated Debts: More than $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Hemet Community Medical Trade Debt $2,700,000 Group Attention: Mike Foutz 41885 East Florida Avenue Hemet, CA 92544 Sodexho Marriott Services Trade Debt $725,000 Attention: Calvin Johnson 2670 North Main Street 250 Santa Ana, CA 92705 Blue Shield of California Trade Debt $574,915 Attention: Jan Carerra 301 CentreLake Drive, Suite 400 Ontario, CA 91761 First Financial Corp. Services Trade Debt $225,000 Cardinal Health, Inc. Trade Debt $225,200 Comforce Technical Services, Trade Debt $125,000 Inc. Beta Healthcare Group Trade Debt $115,000 Blood Bank of San Bernardo Trade Debt $102,829 Riverside Counties Medical Dictation, Inc. Trade Debt $86,856 Depuy Orthopaedics, Inc. Trade Debt $75,938 Tristar Risk Management Trade Debt $75,000 Alcon Laboratories Trade Debt $62,821 Aesculap Trade Debt $62,668 Freedom Imaging Trade Debt $50,707 Health Care Systems Trade Debt $44,395 Mallinckrodt, Inc. 2% Dis Trade Debt $43,516 Air Liquide America Corp. Trade Debt $39,301 A/C Orthopedic Alliance, Trade Debt $38,020 L.L.C. American Medical Systems Trade Debt $37,649 Alliance Imaging, Inc. Trade Debt $33,480 VERTICAL ABS: S&P Junks Ratings on Seven Note Classes ----------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on all nine outstanding classes of notes issued by Vertical ABS CDO 2007-I Ltd. Four of the ratings are on CreditWatch negative following the downgrades, indicating a high likelihood of further downgrades for these classes. On Dec. 10, 2007, Standard & Poor's received a notice stating that the controlling class of Vertical ABS CDO 2007-I Ltd. was directing the trustee to proceed with the liquidation of the collateral supporting the notes. This notice followed a previous notice declaring an event of default as of Oct. 17, 2007, under section 5.1(h) of the indenture. The EOD occurred after the senior adjusted credit ratio fell below 100%. The rating actions reflect Standard & Poor's opinion regarding the impact of a potential liquidation of the collateral at the current depressed market prices. The controlling class' election to liquidate the collateral at this time may result in losses for all classes of notes. Therefore, the rating actions are more severe than would be justified based solely on the credit deterioration of the underlying collateral. The rating actions also reflect S&P's opinion that there is a high likelihood for substantial losses to the noteholders based on the current market value of the collateral and our view that market prices may not recover during the liquidation period. Through Dec. 10, 2007, Standard & Poor's had received EOD notices on 39 U.S. CDO of ABS and CDO of CDO transactions originated in 2006 and 2007, including Vertical ABS CDO 2007-I Ltd. These transactions contain overcollateralization ratio EOD triggers with haircuts that are tied to the ratings on the assets that make up the transactions' collateral pools. In addition to Vertical ABS CDO 2007-I Ltd., S&P have received notices of liquidation for two other of the 39 transactions: Carina CDO Ltd. and Adams Square Funding I Ltd. S&P have not received notices of liquidation for the remaining transactions. Vertical ABS CDO 2007-I Ltd. is a hybrid CDO of ABS transaction. Vertical Capital LLC is the investment manager. Standard & Poor's will continue to monitor the CDO transactions it rates and take rating actions as appropriate given the performance of the underlying collateral, the credit enhancement afforded by each CDO structure, and the then-current priority of payments specified in each transaction's legal documentation. For cash flow and hybrid CDO transactions that have experienced EODs due to the failure of an overcollateralization-based EOD trigger, S&P will base any subsequent rating actions on its analysis of the cash flow impact of any post-EOD actions taken by the controlling noteholders for the transaction. Downgrades and Creditwatch Actions Vertical ABS CDO 2007-I Ltd. Rating ------ Class To From ----- -- ---- X BB/Watch Neg AAA A-1S BB/Watch Neg AAA AIJ CCC-/Watch Neg AA-/Watch Neg A2 CCC-/Watch Neg BBB/Watch Neg A3 CC BB-/Watch Neg B1 CC B-/Watch Neg B2 CC CCC+/Watch Neg C CC CCC/Watch Neg I CC CCC/Watch Neg VESCOR DEVELOPMENT: Court Approves Pachulski Stang as Co-Counsel ---------------------------------------------------------------- Vescor Development LLC and its debtor-affiliates' Chapter 11 cases obtained authority from the U.S. Bankruptcy Court for the District of Nevada to retain Pachulski Stang Ziehl & Jones LLP as its co- counsel. As reported in the Troubled Company Reporter on Nov. 13, 2007, the firm will represent the Debtor as co-counsel with Fennemore Craig P.C. The firm will be taking the lead in negotiations and restructuring work that it has been working on prior to the bankruptcy, and with respect to formulation and drafting of a plan of reorganization and will also be taking the lead in responding to the motion of the United States Trustee for appointment of a chapter 11 Trustee. On the other hand, Laurel Davis, Esq., at Fennemore Craig, will be taking lead on administration of the cases and appearances at hearings on day to day matters, including filing of the Debtors statements and schedules and postpetition financing, with input assistance from PSZJ on specific matters. Specifically, the firm is expected to: a. advise and represent Debtors concerning the rights and remedies od the estate in regard to the assets of the estate, and with respect to the secured, priority and general claims of creditors; b. advise and represent the Debtors in connection with financial and business matters, including the sale of any assets; c. advise and represent the Debtors in connection with investigation of potential causes fo action against persons or entities, including, but not limited to, avoidance actions, and the litigation thereof if warranted; d. represent the Debtors in any proceeding or hearing in the Bankruptcy Court, and in any action in other courts where the rights of the estates may be litigated or affected; e. conduct examinations of witnesses, claimants, or adverse parties and preparing and assisting in the preparation of reports, accounts, applications and orders; f. advise and representat the Debtors in the negotiation, formulation, and drafting of any plan of reorganization and disclosure statement; g. advise and represent the Debtors in the performance of their duties and exercise of their posers under the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules and the Region 17 United States Trustee Guidelines; and h. provide to the Debtors such other necessary advice and services as the Debtors may require in connection with these Chapter 11 Cases. The Debtors will pay the firm its customary hourly rates in effect from time to time and to reimburse the Firm for its expenses according to its customary reimbursement policies. The attorneys and paralegal will be paid in these hourly rates: Professionals Hourly Rate ------------- ----------- Richard M. Pachulski, Esq. $795 Dean A. Ziehl, Esq. $750 Stanley E. Goldich, Esq. $575 Nina L. Hong, Esq. $450 Patricia J. Jeffries $200 The firm can be reached at: Pachulski Stang Zeihl & Jones LLP 10100 Santa Monica Boulevard, 11th Floor Los Angeles, California 90067-4100 Tel: (310) 277-6910 http://www.pszjlaw.com/ The firm and its partners, of counsel, and associates are "disinterested persons" as that term is defined in sections 101(14) of the Bankruptcy Code. About Vescor Development Henderson, Nevada-based Vescor Development LLC develops real estate. The company and its affiliates share common management and ownership. Apex MM serves as the Debtors' manager. The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20, 2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213). Laurel E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors in their restructuring efforts. When the Debtors filed for bankruptcy, they listed total assets of $151,954,690 and total debts of $85,590,847. The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006 (Bankr. D. Nev. Lead Case No. 06-12094). Laurel E. Davis, Esq., at Lionel Sawyer & Collins serves as the Debtors' counsel. When Vescor filed for protection from its creditors, it listed total assets of $109,570,385 and total debts of $63,290,195. Vescor Development 3 and its debtor-affiliates delivered their reorganization plan and disclosure statement in January 2007, which proposed to pay general unsecured creditors in full. The Court confirmed that plan on March 20, 2007, with a condition to retain a qualified chief restructuring officer. VESCOR DEVELOPMENT: Section 341(a) Meeting Moved to January 30 -------------------------------------------------------------- The U.S. Trustee for Region 17 will continue the meeting of creditors in the bankruptcy cases of Vescor Development LLC and its debtor-affiliates at 1:00 p.m., on Jan. 30, 2007, at Foley Building, Room 1500. This is a continuation of the previous meeting scheduled last Dec. 12, 2007. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible 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. About Vescor Development Henderson, Nevada-based Vescor Development LLC develops real estate. The company and its affiliates share common management and ownership. Apex MM serves as the Debtors' manager. The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20, 2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213). Laurel E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors in their restructuring efforts. When the Debtors filed for bankruptcy, they listed total assets of $151,954,690 and total debts of $85,590,847. The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006 (Bankr. D. Nev. Lead Case No. 06-12094). Laurel E. Davis, Esq., at Lionel Sawyer & Collins serves as the Debtors' counsel. When Vescor filed for protection from its creditors, it listed total assets of $109,570,385 and total debts of $63,290,195. Vescor Development 3 and its debtor-affiliates delivered their reorganization plan and disclosure statement in January 2007, which proposed to pay general unsecured creditors in full. The Court confirmed that plan on March 20, 2007, with a condition to retain a qualified chief restructuring officer. WASHINGTON MUTUAL: Realized Losses Cue Moody's to Hold Ratings -------------------------------------------------------------- Moody's Investors Service affirmed the ratings on thirty-four classes of securities issued through the Washington Mutual Master Note Trust, the Washington Mutual Master Trust and related owner trusts. The affirmation follows Washington Mutual's Dec. 10, 2007 statement in which it announced, among other things, the expected realization of increased credit losses associated with its mortgage operations. As a result, Moody's downgraded the long- term senior ratings of Washington Mutual, Inc. from to Baa2 from A3 and the ratings of its subsidiaries, including the lead thrift Washington Mutual Bank, financial strength rating to C- from C+ and long-term deposits to Baa1 from A2. Moody's placed a stable rating outlook on all Washington Mutual entities. Washington Mutual Bank is the seller/servicer for the credit card trusts. The creditworthiness of the revolving securitization programs is linked to the credit strength of the seller/servicer. This evaluation of the seller/servicer's credit strength is an important consideration in Moody's credit opinion of the program's outstanding asset-backed securities. It is Moody's opinion that higher-rated seller/servicers are more likely to maintain the ongoing servicing and origination requirements of such a program. In Moody's view, the two-notch downgrade of Washington Mutual Bank is primarily reflective of WaMu's underperforming mortgage business. The retail bank franchise and credit card operations remain key credit strengths. These credit strengths support the ratings affirmations on the securitized credit card transactions. The collateral performance of the securitized WaMu credit card portfolio has been within Moody's expectations. Nevertheless, for both WaMu and the broader credit card market, Moody's expects collateral performance will likely deteriorate throughout 2008 as delinquency and charge-off rates continue to rise. Downward rating pressure on WaMu's credit card securities could be caused by either a further weakening of Washington Mutual Bank's credit strength, or credit card collateral deterioration in excess of Moody's expectations. The ratings on these securities were affirmed: Issuer: Washington Mutual Master Note Trust -- $643,600,000 Floating Rate Class 2005-A1 Asset Backed Notes, rated Aaa -- $775,000,000 Floating Rate Class 2005-A2 Asset Backed Notes, rated Aaa -- $87,800,000 Floating Rate Class 2005-B1 Asset Backed Notes, rated A2 -- $150,000,000 Fixed Rate Class 2005-B2 Asset Backed Notes, rated A2 -- $93,100,000 Floating Rate Class 2005-C1 Asset Backed Notes, rated Baa2 -- $150,000,000 Floating Rate Class 2005-C2 Asset Backed Notes, rated Baa2 -- $85,100,000 Floating Rate Class 2005-D1 Asset Backed Notes, rated Ba2 -- $90,400,000 Floating Rate Class 2005-M1 Asset Backed Notes, rated Aa2 -- $125,000,000 Floating Rate Class 2005-M2 Asset Backed Notes, rated Aa2 -- $900,000,000 Floating Rate Class 2006-A1 Asset Backed Notes, rated Aaa -- $750,000,000 Floating Rate Class 2006-A2 Asset Backed Notes, rated Aaa -- $1,250,000,000 Floating Rate Class 2006-A3 Asset Backed Notes, rated Aaa -- $500,000,000 Floating Rate Class 2006-A4 Asset Backed Notes, rated Aaa -- $200,000,000 Fixed Rate Class 2006-B1 Asset Backed Notes, rated A2 -- $200,000,000 Floating Rate Class 2006-C1 Asset Backed Notes, rated Baa2 -- $150,000,000 Floating Rate Class 2006-C2 Asset Backed Notes, rated Baa2 -- $200,000,000 Floating Rate Class 2006-C3 Asset Backed Notes, rated Baa2 -- $300,000,000 Floating Rate Class 2006-M1 Asset Backed Notes, rated Aa2 -- $1,100,000,000 Floating Rate Class 2007-A1 Asset Backed Notes, rated Aaa -- $875,000,000 Floating Rate Class 2007-A2 Asset Backed Notes, rated Aaa -- $425,000,000 Fixed Rate Class 2007-A4 Asset Backed Notes, rated Aaa -- $200,000,000 Floating Rate Class 2007-A5 Asset Backed Notes, rated Aaa -- $150,000,000 Fixed Rate Class 2007-B1 Asset Backed Notes, rated A2 -- $125,000,000 Floating Rate Class 2007-C1 Asset Backed Notes, rated Baa2 -- Class 2005-D2 Variable Funding Asset Backed Notes, rated Ba3 -- Class 2007-C2 Variable Funding Asset Backed Notes, rated Baa2 Issuer: Washington Mutual Master Trust -- $650,000,000 Class A Floating Rate Certificates, Series 2001-D, rated Aaa -- $400,000,000 Class A Floating Rate Certificates, Series 2001-G, rated Aaa -- Class E Certificates, Variable Funding Series 2004-C, rated Ba3 -- Class E Certificates, Variable Funding Series 2004-G, rated Ba3 -- Class A Certificates, Variable Funding Series 2007-A, rated Aaa -- Class B Certificates, Variable Funding Series 2007-A, rated Aa2 -- Class C Certificates, Variable Funding Series 2007-A, rated A2 -- Class D Certificates, Variable Funding Series 2007-A, rated Baa2 Washington Mutual, Inc. is headquartered in Seattle, Washington, and its reported assets at Sept. 30, 2007 were $330 billion. WYLE HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on El Segundo, California-based Wyle Holdings Inc., a provider of contracting services to U.S. federal government agencies. The outlook is stable. "At the same time, Standard & Poor's assigned its bank loan and recovery ratings to the company's $230 million senior secured financing," said Standard & Poor's credit analyst Clay Ching. The first-lien facilities, composed of a $30 million revolving credit facility and a $200 million term loan B, are rated 'BB', with a recovery rating of '1', indicating the expectation for very high (90%-100%) recovery in the event of a payment default. All ratings are based on preliminary offering statements and are subject to review upon final documentation. Proceeds from the first-lien term loan, totaling $200 million, will be used to partially finance the acquisition of RS Information Systems for an approximate value of $200 million. RSIS is a government-focused information technology services company. The ratings on Wyle reflect modest profitability inherent in the government services business, reliance on budgets of key U.S. federal government agencies, and high financial leverage. These factors are in part offset by strong niche positions, providing research, development, and engineering services along with program management and acquisition support solutions to government agencies, as well as by predictable revenue streams based on contractual backlogs of business. * Fitch Says US Drug Retailers Will Remain Strong in 2008 --------------------------------------------------------- Operating fundamentals will remain strong and revenues grow for U.S. drug retailers in 2008, according to a Fitch Ratings' report, as large drug store operators seek to capitalize on positive industry and demographic trends, despite some pricing pressures and intense industry competition. Chain drug retailers should continue to benefit from expanding store bases, the increasing utilization of prescription drugs, and the addition of incremental health care services. Fitch also notes that industry demographic trends remain positive, with more than 16% of the U.S. population expected to be over the age of 65 by 2020. Fitch expects further industry consolidation will continue in 2008, despite the completion of several large M&A transactions in 2007. The large chain operators will seek to boost market share in key markets through additional M&A activity, independent file buys, and the weeding out of weaker market chains. Potential regulatory changes in 2008, including changes to Medicaid reimbursement rates for generic drugs, could affect drug store profitability. Fitch believes that the change in pricing will likely have a negative effect on chain drug retailers as the lower reimbursement rate pressures operating results, despite partial mitigation from increase dispensing fees from states. * Fitch Says US Utilities Will Have Stable Outlook for 2008 ----------------------------------------------------------- Fitch Ratings' outlook for U.S. utilities is stable for the coming year, while the business environment anticipated for U.S. non- utility power generators is generally favorable. Fitch's outlook for the U.S. Power and Gas sub-sectors are: -- Stable outlook for U.S. investor-owned electric and gas utilities, interstate natural gas pipelines, and public power entities in 2008 -- Negative longer-term outlook for investor owned electric utilities -- Positive outlook for U.S. wholesale power generating companies -- The one-year outlook for midstream gas processors is positive, while the longer term outlook is stable. -- The outlook for retail propane distributors is negative in both the one-year and longer time frame. Fitch believes the 2008 credit outlook for the U.S. utilities, power and gas sector will be relatively unaffected by the U.S. economic slowdown driven by weakness in housing and financial markets. The power and gas sector has retained relatively open access to credit and capital markets since it is viewed as a defensive sector, but credit spreads have widened. There is ample liquidity. The outlook is influenced by high gas inventory as the heating season begins. But in the next several years, demand for gas is likely to rise as a result of increasing reliance on gas as for power generation. Gas price volatility, which has recently been relatively modest may accelerate once again increasing the risk of gas price spikes in the intermediate and longer term. Key drivers of the stable near-term outlook for investor owned electric utilities are the focus of capital expenditure budgets on mandated transmission reliability and environmental compliance projects considered to have reasonable assurance of timely cost recovery; strong liquidity and continuing access to capital markets; the prevalence of business strategies focused on core utility activities and robust natural gas storage levels heading into the winter heating season. While the overall 2008 outlook is stable, there are pockets of higher risk. Fitch views risks as elevated in restructured states in which the highest cost of generation sets power prices, or is scheduled to begin to set prices following the expiration of rate caps/freezes and states in which rates have been flat for a number of years. Legislative debate over retail electric market structure in Ohio is beginning to heat up and changes in utility law have recently been or are contemplated in Michigan, Pennsylvania, Maryland, and Texas. Fitch's negative one- to five-year term electric IOU sub-sector view partially stems from Fitch's concerns over electric utilities' abilities to continue obtaining timely and full recovery of increasing capital and operating costs following sequential rounds of rate adjustment filings prior to the peak of spending on new baseload capacity expected to occur in the next decade. The uncertainties over the timing and shape of limits on greenhouse gases as well as any national renewable portfolio standard increases credit risk for the electric utility segment. Fitch's view of the business outlook for the wholesale power generation group is positive. Electric power reserve capacity margins are expected to decline, driven by limited new capacity additions and continued increases in power demand ranging from 1% to 2.5% depending on the region. Over the next five years, additions to generating capacity are expected to be relatively limited leading to an expansion of heat rates and spark spreads in most regions. Capacity revenues are also likely to be a significant contributor to generators' cash flow. Independent gencos with speculative grade ratings are candidates for improvements in their credit ratios and ratings; however, affiliated gencos with investment-grade ratings have above-average event risk for leveraging transactions, merger, consolidation, or spinoff. Given the low current leverage and light covenantal protection characteristic of the higher-rated affiliated generating companies, bondholders of these companies are exposed to changes of corporate or financial strategy. Given the current robust fractionation spreads for natural gas processing, Fitch's expectation is that short-term financial performance for virtually all phases of the midstream sector will be strong, although cyclical improvements in margins and cash flow will not necessarily translate into higher credit ratings. Fitch anticipates that midstream services will continue to experience significant new investments and cash flow growth over the near term, consistent with ongoing new investments by upstream producers. While the same holds true for new assets serving offshore production facilities, Fitch notes that these assets have higher execution and weather-related risks as well as substantially higher insurance costs. Cash flow stability has increased in recent years as a result of greater reliance on 'fee- based' contracts. Beyond 2008, the midstream credit outlook is stable, reflecting uncertain longer-term commodity prices and the resulting effect on gathering and processing margins and volumes. Fitch's view of inter-state pipelines is stable. Creditors of interstate natural gas pipelines continue to benefit from the sector's generally stable cash flows, moderate to low-risk operations and strong financial performance across the sector. Interstate pipelines demonstrate only limited sensitivities to external factors due to the fixed-capacity payment obligation of shippers under volume-insensitive FERC-regulated rates. Fitch believes MLP activity will continue to be robust in the inter- state pipeline and midstream sectors next year. The issues facing public power utilities are similar to those explained above for the investor-owned electric sector. Specific to the outlook for coops and public power are: the higher rate of demand growth in some developing regions with resultant higher capital spending needs; implications of the mortgage crisis upon municipal tax collections and the possible pressure for transfers from municipal utilities to the general fund. * Fitch Says Weak Governance Can Cripple A Company's Viability -------------------------------------------------------------- Fitch Ratings said that while corporate governance is just one of many inputs into Fitch's ratings process, if not adequately implemented and carried out, it can be detrimental to the overall health of an enterprise. More specifically, Fitch has found that while strong governance practices generally will help ensure the likelihood of timely contractual payment, a fundamental governance weakness can have crippling consequences for a company's viability, and may therefore constrain its ratings. Fitch takes a pragmatic approach to looking at governance, rather than a 'check-the-box' compliance view. The agency compares governance practices globally and in the context of the country and company in question. 'While exceptionally strong corporate governance, in and of itself, does not generally benefit a rating, it may warrant other positive recognition in the credit analysis of the company,' said Dina Maher of Fitch's Credit Policy Group. 'Credit investors need to be aware that while sound governance generally serves the interests of all stakeholders, there can be discrepancies between the interests of bond and equity holders particularly around questions of promoting short-term performance over long-term stability.' For example, while many equity investors may see stock ownership by management as a good way of aligning their interests, the potential to realize short-term gains at the expense of the medium-term stability of the company means that the argument for management owning stock is less compelling for creditors. However, stock options that vest in the medium term give management incentives that are more in line with creditors' interests. The criteria report, 'Evaluating Corporate Governance' emphasizes the following five overarching categories that speak specifically to how well an organization has embraced effective controls to ensure sound policies and procedures: -- Board Effectiveness -- Board Independence -- Management Compensation -- Related Party Transactions -- Integrity of Accounting and Audit The report also describes some specific corporate governance considerations when analyzing majority- or family-controlled businesses and companies with complex holding structures. * S&P Lowers Ratings on 28 US Synthetic CDO Tranches ---------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on 28 U.S. synthetic CDO tranches and placed its ratings on 70 U.S. synthetic CDO tranches on CreditWatch with negative implications. At the same time, S&P affirmed six tranche ratings and removed five of them from CreditWatch negative and one from CreditWatch positive. The downgrades and negative CreditWatch placements reflect negative rating migration in the respective portfolios and synthetic rated overcollateralization ratios that had fallen below 100% as of the November month-end run. The tranches with affirmed ratings that we removed from CreditWatch negative had SROC ratios of 100% at the current rating levels. Ratings List Abacus 2005-1 CB1 Ltd. Rating ------ Class To From ----- -- ---- A-1 AA+ AAA A-2 AA AA+ B A+ AA- C BBB+ A- ABACUS 2006-15 Ltd. Rating ------ Class To From ----- -- ---- B Series 1 A+ AA B Series 2 A+ AA D Series 1 BB+ BBB- D Series 2 BB+ BBB- ABSpoke 2005-I Ltd. Rating ------ Class To From ----- -- ---- ABSpoke BBB+ A- ABSpoke 2005-IB Ltd. Rating ------ Class To From ----- -- ---- ABSpoke A A+ ABSpoke 2005-IC Ltd. Rating ------ Class To From ----- -- ---- Fxd Rate BBB- BBB ABSpoke 2005-IC2 Ltd. Rating ------ Class To From ----- -- ---- ABSpoke BBB BBB+ ABSpoke 2005-IVA Ltd. Rating ------ Class To From ----- -- ---- ABSpoke A+ AA ABSpoke 2005-VA Ltd. Rating ------ Class To From ----- -- ---- ABSpoke A+ AA ABSpoke 2005-VIA Ltd. Rating ------ Class To From ----- -- ---- VFRN AA+ AAA ABSpoke 2005-XA Ltd. Rating ------ Class To From ----- -- ---- VFRN AA AA+ ABSpoke 2005-XII B Segregated Portfolio of SPGS SPC Rating ------ Class To From ----- -- ---- VFRN BBB+ A Arch One Finance Ltd. Series 2005-5 Rating ------ Class To From ----- -- ---- ABBA AAA/Watch Neg AAA Arch One Finance Ltd. Series 2006-2 Rating ------ Class To From ----- -- ---- Tranche BB+/Watch Neg BB+ Calculus HG CDO Trust Series 2006-2 Rating ------ Class To From ----- -- ---- VarDisTrUn BBB- A Calibre 2004-XI Ltd. Rating ------ Class To From ----- -- ---- Single Tranche AAAp/Watch Neg AAAp Corsair (Jersey) No. 4 Ltd. Series 13 Rating ------ Class To From ----- -- ---- Notes AAA/Watch Neg AAA Credit Default Swap Swap Risk Rating-Protection Buyer, Markov Chain IV C Rating ------ Class To From ----- -- ---- A+srb AA-srb Dallaglio CDO 2005-4 Ltd. Rating ------ Class To From ----- -- ----- B A- A Dunloe 2005-1 Ltd. Rating ------ Class To From ----- -- ---- A AA+ AAA Greystone CDO SPC Series 2006-2 Rating ------ Class To From ----- -- ---- A A/Watch Neg A Herald Ltd. Series 24 Rating ------ Class To From ----- -- ----- 24 AA/Watch Neg AA High Grade Structured Credit 2004-1 Ltd. Rating ------ Class To From ----- -- ---- E BBB+ A Infiniti SPC Ltd. Solar IV Series 2007-4 Rating ------ Class To From ----- -- ---- B AA/Watch Neg AA Ixion PLC Series 4,5,6, & 7 Rating ------ Class To From ----- -- ---- 6 A- A Kenmare 2005-1 Ltd. Rating ------ Class To From ----- -- ---- Notes BBB- BBB Lorally CDO Ltd. Series 2006-1 Rating ------ Class To From ----- -- ---- Tranche B BBB+/Watch Neg BBB+ Magnolia Finance II PLC Series 2006-6E Rating ------ Class To From ----- -- ---- Series E AA- AA Magnolia Finance II PLC Series 2006-6FE Rating ------ Class To From ----- -- ---- Series FE BBB+ A Magnolia Finance II PLC Series 2006-6FU Rating ------ Class To From ----- -- ---- Series FU BBB+ A Maple 2004-1789 Rating ------ Class To From ----- -- ---- Tranche D A-/Watch Neg A- Mint 2005-1 Ltd. Rating ------ Class To From ----- -- ---- D-1 A/Watch Neg A D-2 A/Watch Neg A E BBB/Watch Neg BBB 2E BBB/Watch Neg BBB Mistletoe ORSO Trust 3 Rating ------ Class To From ----- -- ---- 5 Cr Link BBB+/Neg BBB+ Momentum CDO (Europe) Ltd. Series 2007-9 Rating ------ Class To From ----- -- ---- AAA/Watch Neg AAA Morgan Stanley ACES SPC Series 2005-16 Rating ------ Class To From ----- -- ---- Ser2005-16 A- A-/Watch Pos Morgan Stanley ACES SPC Series 2005-24 Rating ------ Class To From ----- -- ---- Notes AAA/Watch Neg AAA Morgan Stanley ACES SPC Series 2006-3 Rating ------ Class To From ----- -- ---- IIA BBB/Watch Neg BBB IIB BBB/Watch Neg BBB IIC BBB/Watch Neg BBB IID BBB/Watch Neg BBB IIE BBB/Watch Neg BBB IIF BBB/Watch Neg BBB Morgan Stanley ACES SPC Series 2006-4 Rating ------ Class To From ----- -- ---- IA BBB+/Watch Neg BBB+ Morgan Stanley ACES SPC Series 2006-5 Rating ------ Class To From ----- -- ---- IA A-/Watch Neg A- Morgan Stanley ACES SPC Series 2006-7 Rating ------ Class To From ----- -- ----- IIA BBB/Watch Neg BBB Morgan Stanley ACES SPC Series 2006-10 Rating ------ Class To From ----- -- ---- II A+/Watch Neg A+ Morgan Stanley ACES SPC Series 2006-11 Rating ------ Class To From ----- -- ---- A AA+/Watch Neg AA+ Morgan Stanley ACES SPC Series 2006-13 Rating ------ Class To From ----- -- ---- II BBB/Watch Neg BBB Morgan Stanley ACES SPC Series 2006-14 Rating ------ Class To From ----- -- ---- II A+/Watch Neg A+ Morgan Stanley ACES SPC Series 2006-15 Rating ------ Class To From ----- -- ---- IIA AA/Watch Neg AA IIB AA/Watch Neg AA Morgan Stanley ACES SPC Series 2006-16 Rating ------ Class To From ----- -- ---- IIA A/Watch Neg A III BBB-/Watch Neg BBB- Morgan Stanley ACES SPC Series 2006-18 Rating ------ Class To From ----- -- ---- Notes AAA/Watch Neg AAA Morgan Stanley ACES SPC Series 2006-20 Rating ------ Class To From ----- -- ---- IA AAA/Watch Neg AAA II BBB/Watch Neg BBB Morgan Stanley ACES SPC Series 2006-21 Rating ------ Class To From ----- -- ---- IA AA/Watch Neg AA IIA A/Watch Neg A Morgan Stanley ACES SPC Series 2006-22 Rating ------ Class To From ----- -- ---- Class II A-/Watch Neg A- Morgan Stanley ACES SPC Series 2006-24 Rating ------ Class To From ----- -- ---- IA AAA/Watch Neg AAA II BBB/Watch Neg BBB Morgan Stanley ACES SPC Series 2006-26 Rating ------ Class To From ----- -- ---- IA AAA AAA/Watch Neg Morgan Stanley ACES SPC Series 2006-35 Rating ------ Class To From ----- -- ---- I AAA/Watch Neg AAA Morgan Stanley ACES SPC Series 2007-6 Rating ------ Class To From ----- -- ---- IIIA AA-/Watch Neg AA- Morgan Stanley ACES SPC Series 2007-13 Rating ------ Class To From ----- -- ----- IA AAA/Watch Neg AAA IIA AAA/Watch Neg AAA IIB AAA/Watch Neg AAA IIIA AA/Watch Neg AA IIIB AA/Watch Neg AA IV BB-/Watch Neg BB- Morgan Stanley Managed ACES SPC Series 2006-2 Rating ------ Class To From ----- -- ---- Combo AA/Watch Neg AA PARCS Master Trust Class 2007-3 Calvados Units Rating ------ Class To From ----- -- ---- Trust Unit AA-/Watch Neg AA- PARCS Master Trust Class 2007-6 Calvados Units Rating ------ Class To From ----- -- ---- Trust Unit A-/Watch Neg A- PARCS Master Trust Class 2007-11 McKinley Units Rating ------ Class To From ----- -- ---- Trust Unit AA/Watch Neg AA Portfolio Credit Default Swap (Ref. No. IRP5783424) Rating ------ Class To From ----- -- ----- Cr Link BBB-/Watch Neg BBB- REPACS Trust Series 2006-1 Monte Rosa Rating ------ Class To From ----- -- ---- A-1 A/Watch Neg A A-2 A/Watch Neg A Rutland Rated Investments Series 2006-2 (28) Rating ------ Class To From ----- -- ---- A1-L AAA/Watch Neg AAA Rutland Rated Investments Series 2006-3 (29) Rating ------ Class To From ----- -- ---- A1-L AAA/Watch Neg AAA Rutland Rated Investments Bedford 2006-1 (Series 30) Rating ------ Class To From ----- -- ---- A1-L AA+/Watch Neg AA+ A3-L A/Watch Neg A A2-F AA-/Watch Neg AA- A3-F A/Watch Neg A Rutland Rated Investments Rumson 2006-1 (Series 36) Rating ------ Class To From ----- -- ---- A3-L AA/Watch Neg AA Series 2006-1 Segregated Portfolio of Stowe CDO SPC Rating ------ Class To From ----- -- ---- B-1 BBB+ BBB+/Watch Neg B-2 BBB+ BBB+/Watch Neg Solar V CDO SPC For the account of Series 2007-1 Segregated Portfolio Rating ------ Class To From ----- -- ---- A AA/Watch Neg AA SPGS SPC Series 2006-IIC ABSpoke Portfolio I Rating ------ Class To From ----- -- ---- Var Notes BBB BBB+ STRATA Trust Series 2006-15 Rating ------ Class To From ------ -- ----- Notes AA AA/Watch Neg STRATA Trust, Series 2006-16 Rating ------ Class To From ----- -- ---- Notes AA AA/Watch Neg Structured Investments Corp. Series 66 Rating ------ Class To From ----- -- ---- A BB/Watch Neg BB TIERS Georgia Floating Rate Credit Linked Trust Series 2006-1 Rating ------ Class To From ----- -- ---- Certs BB/Watch Neg BB TIERS Missouri Floating Rate Credit Linked Trust Series 2007-1 Rating ------ Class To From ----- -- ---- Certs A+/Watch Neg A+ Tribune Ltd. Series 18 Rating ------ Class To From ----- -- ---- Tranche D1 AA/Watch Neg AA Tribune Ltd. Series 19 Rating ------ Class To From ----- -- ---- Tranche D2 A-/Watch Neg A- Tribune Ltd. Series 51 Rating ------ Class To From ----- -- ---- Notes AA/Watch Neg AA * BOOK REVIEW: Inside Investment Banking: Second Edition -------------------------------------------------------- Author: Ernest Bloch Publisher: Beard Books Softcover: 440 Pages List Price: $34.95 Order your personal copy at http://www.amazon.com/exec/obidos/ASIN/1587982684/internetbankrupt Even though Bloch states that "no last word may ever be written about the investment banking industry," he nonetheless has written a definitive book on the subject. Bloch wrote Inside Investment Banking after discovering that no textbook on the subject was available when he began teaching a course on investment banking. Bloch's book is like a textbook, though one not meant to be limited to classroom use. It's a complete, knowledgeable study of the structure and operations of the field of investment banking. With a long career in the field, including work at the Federal Reserve Bank of New York, Bloch has the background for writing the book. He sought the input of many of his friends and contacts in investment banking for material as well as for critical guidance to put together a text that would stand the test of time. While giving a nod to today's heightened interest in the innovative securities that receive the most attention in the popular media, Inside Investment Banking concentrates for the most part on the unchanging elements of the field. The book takes a subject that can appear mystifying to the average person and makes it understandable by concentrating on its central processes, institutional forms, and permanent aims. The author shows how all aspects of the complex and ever-changing field of investment banking, including its most misunderstood topic of innovative securities, leads to a "financial ecology" which benefits business organizations, individual investors in general, and the economy as a whole. "[T]he marketplace for innovative securities becomes, because of its imitators, a systematic mechanism for spreading risk and improving efficiency for market makers and investors," says Bloch. For example, Bloch takes the reader through investment banking's "market making" which continually adapts to changing economic circumstances to attract the interest of investors. In doing so, he covers the technical subject of arbitrage, the role of the venture capitalist, and the purpose of initial public offerings, among other matters. In addition to describing and explaining the abiding basics of the field, Bloch also takes up issues regarding policy (for example, full disclosure and government regulation) that have arisen from the changes in the field and its enhanced visibility with the public. In dealing with these issues, which are to a large degree social issues, and similar topics which inherently have no final resolution, Bloch deals indirectly with criticisms the field has come under in recent years. Bloch cites the familiar refrain "the more things change, the more they remain the same" and then shows how this applies to investment banking. With deregulation in the banking industry, globalization, mergers among leading investment firms, and the growing number of individuals researching and trading stocks on their own, there is the appearance of sweeping change in investment banking. However, as Inside Investment Banking shows, underlying these surface changes is the efficiency of the market. Anyone looking for an authoritative work covering in depth the fundamentals of the field while reflecting both the interest and concerns about this central field in the contemporary economy should look to Bloch's Inside Investment Banking. After time as an economist with the Federal Reserve Bank of New York, Ernest Bloch was a Professor of Finance at the Stern School of Business at New York University. ********* 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, 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 ***