/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/080206.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, February 6, 2008, Vol. 12, No. 31 Headlines AAR CORP: Mulls Offering $175 Million of Convertible Senior Notes ADELPHIA COMMS: Distributing $216 Million & 737,476 Shares AIRGAS INC: Acquires Merriam-Graves Facilities and Operations ALAN DAVID WEINER: Case Summary & 19 Largest Unsecured Creditors AMERICAN LAFRANCE: Can Employ Kurtzman Carson as Claims Agent AMERICAN LAFRANCE: Classification and Treatment of Claims AMERICAN LAFRANCE: Liquidation Analysis Under Reorganization Plan AMERICAN RAILCAR: 9.45% Stake Acquisition Won't Affect S&P Ratings AMERICAN LAFRANCE: Wants to Sell Assets to Patriarch Partners ARCH ONE: Poor Credit Quality Cues Moody's to Review 'Ba2' Rating ASARCO LLC: Gets Court Nod to Sell Perth Amboy for $19.8 Million ASARCO LLC: Seeks Court Nod on Plan Sponsor Bid Procedures ASARCO LLC: Settle Toxic Tort Claims for $27.9 Million BAYOU GROUP: Files Amended Disclosure Statement in New York BAYOU GROUP: Files Schedules of Assets and Liabilities BEAR STEARNS: S&P Confirms Low-B Ratings on 7 Classes of Certs. BONIFACIUS LTD: Seven Classes Get Moody's Junk Ratings BOSTON SCIENTIFIC: Posts $458 Million Net Loss in 2007 4th Quarter BUCKEYE TECHNOLOGIES: Earns $13.9 Mil. in 2nd Qtr. Ended Dec. 31 BUILDING MATERIALS: Gets Temporary Waiver Conditions From Lenders BUILDING MATERIALS: S&P Cuts Corp. Rating to B, Keeps CreditWatch CA INC: Earns $163 Million in Third Quarter Ended Dec. 31 CALPINE CORP: S&P Assigns 'B' Corp. Rating Upon Chapter 11 Exit CAPELLA HEALTHCARE: Moody's Keeps B2 Corporate Family Rating CAPELLA HEALTHCARE: S&P Keeps B Corp Rating Due to Operating Risks CHARLES THOMAS: Case Summary & 17 Largest Unsecured Creditors CHRYSLER LLC: Inks Interim Pact w/ Chrysler; Operations Continue CHRYSLER LLC: Wants Court to Lift Stay in Order to Recover Tooling CHIQUITA BRANDS: 7-1/2% Noteholders Approve Indenture Amendments CHIQUITA BRANDS: Mulls Offering $150 Mil. of Conv. Senior Notes CHRISTOPHER BALL: Case Summary & 15 Largest Unsecured Creditors COBITCO INC: Voluntary Chapter 11 Case Summary COUNTRYWIDE FIN'L: Sanctioned by Court for Violating Bankr. Rules CROSSWINDS AT LONE STAR: Case Summary & 20 Largest Creditors DAN EASTERLING: Case Summary & 18 Largest Unsecured Creditors DB ATLANTA: Case Summary & 20 Largest Unsecured Creditors DUNMORE HOMES: Asks Court to Establish March 14 Claims Bar Date EDWARD CUTTER: Voluntary Chapter 11 Case Summary EPIXTAR CORP: Unit Appeals Phil. Court's Junking of Rehab Plan ERNEST KARA JR: Case Summary & 11 Largest Unsecured Creditors ERNEST KARA SR: Case Summary & Two Largest Unsecured Creditors EURAM-MACAULEY ONE: Case Summary & 20 Largest Unsecured Creditors FALCON PRODUCTS: 8th Cir. Says Trust's Preference Claim Valid FIRST PLACE: In Receivership; Owes $59M to Condo Project Backers GATEWAY HOMES: Case Summary & 20 Largest Unsecured Creditors GLOBAL MOTORSPORT: Wants Bidding Procedure to Sell Assets OK'd GLOBAL MOTORSPORT: Taps Pachulski as Lead Bankruptcy Counsel GEORGE HANSON: Case Summary & 18 Largest Unsecured Creditors GREENBRIER COS: S&P Ratings Unaffected by ARI's Stake Acquisition GREENWICH CAPITAL: S&P Junks 2 Certificates on WOM Loan Concerns GSRPM MORTGAGE: S&P Downgrades Ratings on Nine Classes of Certs. HAMLIN PROPERTIES: Case Summary & Eight Largest Unsec. Creditors HARMAN INTERNATIONAL: Paying $0.0125 Dividend Per Share on Feb. 20 HEMAGEN DIAGNOSTICS: Sept. 30 Balance Sheet Upside-Down by $1.5 M HOUSTON FAMILY: Case Summary & Five Largest Unsecured Creditors IAC/INTERACTIVECORP: Buys Minority Stake in HealthCentral Network INTERSTATE BAKERIES: Court Okays Proposed Solicitation Procedures K-SEA TRANSPO: Moody's Keeps B1 Family Rating with Stable Outlook LARRY DEE: Case Summary & 20 Largest Unsecured Creditors LEVITT AND SONS: Lienholders Want DIP Financing Motion Denied LEVITT AND SONS: Deposit Holders Panel Taps Charbonneau as Counsel LITTLETON EQUITY: Case Summary & 12 Largest Unsecured Creditors LOCAL INSIGHT: Moody's Reviews B1 Ratings on Berry Co. Buyout Deal LOCAL INSIGHT: S&P Ratings Unstirred by Berry Co. Asset Purchase MARICOPA COUNTY: Moody's Maintains 'B1' Rating After Restructuring MASSEY ENERGY: Earnings Drop to $5 Mil. in Fourth Quarter 2007 MEDIANEWS GROUP: Lures KCS Publisher Mac Tully Into its Ranks MEDICOR LTD: Files Schedules of Assets and Liabilities MERCERS ENTERPRISES: Case Summary & Four Largest Unsec. Creditors M FABRIKANT: Creditors' Group Allowed Probe on Katz Transactions MOVIE GALLERY: Court Okays CIO Seth Levy's Employment Terms MOVIE GALLERY: Wants Court Nod on Second Amended DIP Credit Pact NEW CENTURY: Files Joint Chapter 11 Plan of Liquidation NEW CENTURY: Claims Classification & Treatment Under Ch. 11 Plan NICHOLAS-APPLEGATE CBO: Moody's to Review B1, Caa2 Notes Ratings NUTRITIONAL SOURCING: Court OKs Modified Bonus Plan for Managers PETROLEUM DEVELOPMENT: Prices $203 Mil. Offering of 12% Sr. Notes PHARMED GROUP: Gets Go-Signal to Auction Headquarters for $10.8MM PLASTECH ENGINEERED: Inks Interim Pact Over Chrysler Tooling Rift PLASTECH ENGINEERED: Chrysler Wants Stay Lifted to Recover Tooling PLASTECH ENGINEERED: S&P's Rating Tumble to D on Chap. 11 Filing PORTOLA PACKAGING: Nov. 30 Balance Sheet Upside-Down by $98.4 Mil. PRC LLC: U.S. Trustee Appoints Seven-Member Creditors Committee PRC LLC: Wants to Employ Philip Goodeve as Chief Financial Officer PRC LLC: Obtains Court Nod to Hire Epiq as Claims & Noticing Agent PSS WORLD: Earns $14.2 Million in Fiscal 2008 Third Quarter QUEBECOR WORLD: U.S. Court Approves Donlin Recano as Claims Agent QUEBECOR WORLD: Justice Mongeon OKs Ernst & Young as CCAA Monitor QUEBECOR WORLD: Court Extends Noteholders' BIA Preference Period QUEBECOR WORLD: Gets Interim OK to Use $1 Billion DIP Facility R&B CONSTRUCTION: Case Summary & 26 Largest Unsecured Creditors RELIANCE INTERMEDIATE: Financing Plan Won't Affect S&P's Ratings RENAISSANCE HOME: Moody's Junks Ratings on Three Tranches RISKMETRICS GROUP: Improved Finances Cues S&P to Lift Rating to B+ RITCHIE MULTI-STRATEGY: Paying $30 Million to Settle SEC Inquest ROBERT RENCEWICZ: Case Summary & 16 Largest Unsecured Creditors SEAGATE TECHNOLOGY: Earns $403 Million in 2007 Second Quarter SEALY CORP: December 2 Balance Sheet Upside-down by $130 Million SECURE COMPUTING: Posts $35.1 Mil. Net Loss for Fiscal Year 2007 SILVER STATE: Slump in U.S. Credit Markets Cues Chapter 7 Filing SIMPSON BRICK: Case Summary & 29 Largest Unsecured Creditors SIRVA INC: Case Summary & 30 Largest Unsecured Creditors SIRVA INC: Commences Prepackaged Chapter 11 Case to Pare Debt SOLUTIA INC: To Pay DTE $773,364 to Cure PrePetition Default SOLUTIA INC: Aims to Assume Wal-Mart Deals Under Terms of Plan SOLUTIA INC: Wants to Hire Quinn Emanuel as Conflicts Counsel SPANSION INC: Posts $49.5 Million Net Loss in 2007 Fourth Quarter SUMMIT GLOBAL: Court OKs All "First-Day Motions" & Interim Funding SUNCOM WIRELESS: Unit Solicits Consent for Indenture Amendment TESORO CORP: Moody's Maintains Corporate Family Rating at 'Ba1' TEXAS INDUSTRIES: Moody's Holds Ba3 Ratings, Outlook Stable TOUSA INC: Taps Berger Singerman as Florida and Conflicts Counsel TOUSA INC: Wants to Hire Ernst & Young as Independent Auditors UAL CORP: Wants American Moulding Held in Contempt UAL CORP: Court Allows Illinois IRS' $256,562 Tax Claim UAL CORP: Resolves IAA Claims Through $1 Million Sale of Stock US ENERGY: Epiq Bankruptcy Okayed as Noticing and Claims Agent US ENERGY: Court Approves Hunton & Williams as Bankruptcy Counsel WESCO INT'L: Earns $61 Mil. in Fourth Quarter Ended December 31 WILLIAM BECKER: Case Summary & 17 Largest Unsecured Creditors * Fitch Proposes Changes in Rating Methodology for Corporate CDOs * Five Canadian Banks Support Third-Party ABCP Restructuring * Wall Street Banks Form Climate Change Guidelines * Locke Lord Creates Financial Guaranty Insurers Section * Upcoming Meetings, Conferences and Seminars ********* AAR CORP: Mulls Offering $175 Million of Convertible Senior Notes ----------------------------------------------------------------- AAR CORP. will offer $175 million in aggregate principal amount of convertible senior notes in a private offering to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, subject to market and other conditions, in two equal tranches of $87.5 million aggregate principal amount of Notes due 2014, and $87.5 million aggregate principal amount of Notes due 2016. Upon conversion, holders will receive cash up to the principal amount, and any excess conversion value will be delivered, at the election of the company, in cash, common stock or a combination of cash and common stock. The company may sell up to an additional aggregate $25 million of Notes upon exercise of an over-allotment option that the company expects to grant to the initial purchasers in connection with the offering. In addition, the company expects to enter into separate convertible note hedge and warrant transactions with an affiliate of one of the initial purchasers of the Notes. These transactions are intended to reduce potential dilution to the company's common stock upon potential future conversion of the Notes and generally have the effect on the company of increasing the conversion price of the Notes. In connection with these transactions, the hedge counterparty has advised the company that it or its affiliates may enter into various derivative transactions with respect to the company's common stock concurrently with or shortly following pricing of the Notes. These activities could have the effect of increasing or preventing a decline in the price of the company's common stock concurrently with or after the pricing of the Notes. In addition, the hedge counterparty or its affiliates may from time to time, after the pricing of the Notes, enter into or unwind various derivative transactions with respect to the company's common stock and/or purchase or sell the company's common stock in secondary market transactions. These activities could have the effect of decreasing the price of the company's common stock and could affect the price of the Notes. The company expects to use the net proceeds of the offering to repay short-term indebtedness under its revolving credit facility, to pay the net cost of the convertible note hedge and warrant transactions and for general corporate purposes. About AAR Corp. Headquartered in Wood Dale, Illinois, AAR Corp. (NYSE: AIR) -- http://www.aarcorp.com/-- provides products and services to the worldwide aerospace and defense industry. With facilities and sales locations around the world, AAR uses its business model to serve aviation and defense customers through four operating segments: aviation supply chain; maintenance, repair and overhaul; structures and systems and aircraft sales and leasing. * * * AAR Corporation continues to carry Moody's Investors Service's 'Ba3' long term corporate family rating, which was assigned on November 2006. ADELPHIA COMMS: Distributing $216 Million & 737,476 Shares ---------------------------------------------------------- Adelphia Communications Corporation has announced subsequent distributions of $216 million in cash and 737,476 shares of TWC Class A Common Stock to holders of Allowed Claims against the parent Adelphia Communications Corp. pursuant to the First Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of Adelphia Communications Corp. and Certain Affiliated Debtors, dated as of Jan. 3, 2007, as confirmed. The 737,476 shares of TWC Class A Common Stock to be distributed have a "Deemed Value" under the Plan of $28 million and a fair market value as of Jan. 28, 2008, of $18 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 website 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 Adelphia and its subsidiaries. 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. 182; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AIRGAS INC: Acquires Merriam-Graves Facilities and Operations ------------------------------------------------------------- Airgas Inc. has acquired Merriam-Graves Corporation. The acquired operations include a headquarters, industrial fill plant, specialty gas laboratory, and central hardgoods warehouse in Charlestown, New Hampshire, plus six other locations in New Hampshire, six locations in Vermont, five locations in Massachusetts, five locations in Connecticut, and two in New York. Effective Feb. 1, 2008, the acquired operations have been integrated into Airgas East, one of the regional companies within Airgas. Airgas East will transition Merriam-Graves in an orderly process over the next few months. "We are excited to welcome Scott and Kit Wakeman, and all 225 Merriam-Graves associates to the Airgas team," Fred Manley, president of Airgas East, said. "They will find that their experience and entrepreneurial spirit will fit well with the Airgas culture. The added locations fill in our own network and help us serve customers in New England and New York more effectively." "Kit and I are excited to join Airgas and believe this transition offers the best opportunities to our talented staff and our loyal customers," said Scott Wakeman. "I want to thank all of our employees for their untiring support over the years. Now, as part of the Airgas family of companies, we will be able to offer our customers an even greater array of products and services as we continue to provide solution-oriented customer service." About Merriam-Graves Corporation Merriam-Graves Corporation is an independent distributor of industrial, medical, and specialty gases and related supplies operating in 25 locations in New England and New York. Merriam- Graves traces its roots to G.L. Merriam Company founded in 1924 and R.S. Graves Company founded in 1925. The firms merged in 1962 and in 1966, Merriam-Graves Corporation was purchased by Henry K. Wakeman, Jr. Since then, it has grown from two locations to its present size. Scott Wakeman joined the family business in 1980 and served as its chief executive officer. Another son, Kit, joined in 1988 and served as president. About Airgas Inc. Headquartered in Radnor, Pennsylvania, Airgas Inc. (NYSE:ARG) -- http://www.airgas.com/-- through its subsidiaries, is a distributor of industrial, medical, and specialty gases, and hardgoods, such as welding equipment and supplies. Airgas also distributes safety products, process chemicals, refrigerants, and ammonia products. The company produces of nitrous oxide and dry ice. More than 14,000 employees work in over 1,100 locations, including branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers. Airgas East, headquartered in Salem, New Hampshire, includes 86 retail branches, 40 cylinder fill plants, and 11 ISO 9000 series certified specialty gas laboratories. More than 1,100 associates serve customers in New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, Pennsylvania, New Jersey, Maryland and northern Virginia. * * * Moody's Investor Service placed Airgas Inc.'s probability of default rating at 'Ba1' in September 2006. The rating still hold to date with a stable outlook. ALAN DAVID WEINER: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Alan David Weiner 7330 Sedona Way Delray Beach, FL 33446 Bankruptcy Case No.: 08-11228 Chapter 11 Petition Date: February 1, 2008 Court: Southern District of Florida (West Palm Beach) Judge: Paul G. Hyman Jr. Debtor's Counsel: Kenneth S. Rappaport, Esq. Rappaport & Rappaport P.L. 1300 North Federal Highway, Suite 203 Boca Raton, FL 33432 Tel: (561) 368-2200 Estimated Assets: $1Million to $10 Million Estimated Debts: $10 Million to $50 Million Debtor's list of its 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ----- ------------- --------- Solaris Opportunity Fund Judgment $2,000,000 c/o Daniel S. Newman, Esq. Broad & cassel 2 South Biscayne Boulevard Miami, FL 33131 Scott Budner Lawsuit $1,873,335 c/o DuBosar & Perez, PA 120 East Palmetto Park Road Suite 100 Boca Raton, FL 33432 Vincent Carbone Loan $500,000 (no address) Melvin Gale Loan $225,000 Serge Abecassis Loan $170,000 Jeffrey Frisch Loan $50,000 Vivian Karow Loan $50,000 Skyline Builders Inc $44,870 ($3,500,000 secured) ($3,471,000 senior lien) US Bank 25' Sea Fox. $43,000 The boat is presently ($25,000 being used by Eric secured) Wynn under a charter agreement. Mr Wynn makes all monthly payments. Dow Jones & Co Trade Debt $36,900 FIA Card Services Consumer purchases $32,426 Jeffrey Carbone Loan $30,000 BMW Financial Services Deficiency $15,783 Chase Cardmember Services Trade Debt $11,650 Consumer purchases $1,306 American Express Trade Debt $8,062 FINRA Dispute Resolution Mediation $765 Block Orders Execution LLC Lawsuit Unknown Capital One Potential liability Unknown CFB Financial Trade Debt Unknown AMERICAN LAFRANCE: Can Employ Kurtzman Carson as Claims Agent ------------------------------------------------------------- American LaFrance LLC, sought and obtained the authority of the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC, as its claims, noticing and balloting agent. KCC is a data processing firm that specializes in Chapter 11 administration, consulting and analysis, including noticing, claims processing, voting and other administrative tasks in Chapter 11 cases. According to William Hinz, president and chief executive officer, KCC has assisted and advised numerous Chapter 11 debtors in connection with noticing, claims administration and reconciliation and administration of plan votes. KCC has provided identical or substantially similar services in other Chapter 11 cases, including Tweeter Home Entertainment Group, Inc., ResMae Corp., Dura Auto Sys., Inc., and Calpine Corp. As Claims, Noticing and Balloting Agent, KCC will, among other things: * serve as the Court's noticing agent to mail notices to the estate's creditors and parties-in-interest; * provide computerized claims, objection and balloting database services; and * provide expertise, consultation and assistance in claim and ballot processing and other administrative information with respect to ALF's Chapter 11 case. KCC will be paid for its services, expenses and supplies at the rates or prices set by KCC and in effect on the day the services or supplies are provided to ALF, in accordance with KCC's fee structure. Where the fees and expenses is expected to exceed $10,000 in any single month, KCC may require advance payment. The firm will submit its invoice to ALF within 15 days of the end of each calendar month. ALF agrees that the amount invoiced is due and payable upon receipt of the invoice. A late charge will apply to any unpaid amount, as of 30 days from receipt. If the invoice amount is disputed, a notice will be sent to KCC within 10 days of receipt of the invoice by ALF. Late charges will not accrue on any amounts in dispute. KCC will receive a retainer of $10,000 for services to be performed and expenses to be incurred. A full-text copy of the KCC Agreement is available for free at: http://researcharchives.com/t/s?27b6 As an administrative agent and an adjunct to the Court, ALF does not believe that KCC is a "professional" whose retention is subject to approval under Section 327 of the Bankruptcy Code, or whose compensation is subject to Court approval under Sections 330 and 331 of the Bankruptcy Code. Sheryl Betance, director of restructuring for KCC, told the Court that neither KCC, nor any of its employee, is connected with the Debtor, its creditors, other parties-in-interest or the United States Trustee or any person employed by the Office of the U.S. Trustee. KCC is a disinterested person, as the term is defined in Section 101(14) of the Bankruptcy Code. * * * ALF is authorized to pay, without further Court order, the reasonable fees and expenses of KCC incurred in connection with services rendered to the Debtor as Claims Agent, from the assets of the Debtor's estate, upon KCC's submission, on a monthly basis, of reasonably detailed invoices to ALF. The Hon. Brendan Linehan Shannon also approves of the KCC Agreement. As part of the overall compensation payable to KCC under the terms of the KCC Agreement, ALF has agreed to certain limitations of liability and indemnification obligations. About American LaFrance Headquartered in Summerville, South Carolina, American LaFrance LLC -- http://www.americanlafrance.com/-- is one of the oldest fire apparatus manufacturers and one of the top six suppliers of emergency vehicles in North America. Thee company filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No. 08-10178). Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at Haynes and Boone LLP, is the Debtor's proposed Lead Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, is the Debtor's proposed local counsel. When the Debtor filed for protection against its creditors, it listed assets and liabilities of between $100 Million and $500 Million. The Debtor's exclusive period to file a plan expires on May 27, 2008. (American LaFrance Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN LAFRANCE: Classification and Treatment of Claims --------------------------------------------------------- As reported in the Troubled Company Reporter on Feb. 4, 2008, American LaFrance LLC filed its Plan of Reorganization and supporting Disclosure Statement on Feb. 3, 2008. The Plan claims against and interests in the Debtor in seven classes: Estimated Est. Total Class Description Treatment Recovery Claim Amount ----- ------------- --------- --------- ------------ N/A Administrative Unimpaired 100% - Claims N/A Allowed Priority Unimpaired 100% - Tax Claims N/A DIP Financing Unimpaired 100% $50,000,000 Claims 1 Allowed Secured Impaired - $184,400,000 Prepetition Lender Claims 2 Other Allowed Unimpaired 100% $1,170,000 Secured Claims 3 Allowed Priority Unimpaired 100% $1,413,000 Non-Tax Claims 4 General Unsecured Impaired Pro rata $58,000,000 Creditors share of Trust property 5 Convenience Class Impaired 100% $500,000 6 Assumed Unimpaired 100% $27,000,000 Liabilities 7 Interests Unimpaired 0% - Holders of Administrative Claims and Allowed Priority Tax Claims are estimated to collectively receive distributions not to exceed $3,500,000. Allowed Class 4 Claims will not be paid by the Debtor, rather it will be paid from a certain Trust Property, which includes the (i) litigation assets -- any and all claims or causes of action of the Debtor against IBM Corporation related to services provided by IBM to ALF; (ii) $5,000,000 of cash; and (iii) avoidance actions not settled pursuant to the provisions of the Plan. Other than Allowed Class 4 Claims, the Plan obligations will be funded by the Debtor in accordance with the Plan. Settlement Provision for Class 4 Claims The Debtor informs the Court that it has conducted a preliminary analysis of potential preference claims. For each claimant subject to a potential Preference Claim, the Debtor identified total payments it made to the Claimant, and the value of goods provided by the Claimant to the Debtor, in the 90-day period immediately before the Petition Date. The preferential payments aggregate $43,255,939. A list of ALF's Preferential Claims is available for free at: http://researcharchives.com/t/s?27c1 If the Debtor holds a potential Preference Claim against a Class 4 Claimant, the Plan provides that the Claimant may settle its liability for the Preference Claim by electing and agreeing to: -- provide the Debtor, after the Effective Date, with unsecured trade credit with terms of net 30 days; and -- waive any distribution on account of its Allowed Class 4 Claim. About American LaFrance Headquartered in Summerville, South Carolina, American LaFrance LLC -- http://www.americanlafrance.com/-- is one of the oldest fire apparatus manufacturers and one of the top six suppliers of emergency vehicles in North America. The company filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No. 08-10178). Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at Haynes and Boone LLP, is the Debtor's proposed Lead Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, is the Debtor's proposed local counsel. When the Debtor filed for protection against its creditors, it listed assets and liabilities of between $100 Million and $500 Million. The Debtor's exclusive period to file a plan expires on May 27, 2008. (American LaFrance Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN LAFRANCE: Liquidation Analysis Under Reorganization Plan ----------------------------------------------------------------- American LaFrance LLC tells the U.S. Bankruptcy Court for the District of Delaware it does not believe that a liquidation under Chapter 7 of the Bankruptcy Code would yield a return to its creditors and interest holders higher than that noted in its proposed Plan of Reorganization, which was filed on Feb. 3, 2008. A liquidation of ALF would significantly impair recoveries to all Creditors and Interest Holders and clearly is not in the best interests of the Estate's constituencies, according to American LaFrance President and Chief Executive Officer William J. Hinz. "Creditors and Interest Holders will fare much better under the Plan than in a liquidation," Mr. Hinz says. American LaFrance LLC Liquidation Analysis (in thousands) Balance Forced Liquidation Sheet --------------------- Unaudited Realization Extended Gross Assets 12/31/07 Rate Value ------------ --------- ------------ -------- Cash and cash equivalents $4,000 100.0% $4,000 Restricted cash 26,100 100.0% 26,100 Accounts receivable 18,750 75.0% 14,063 Raw materials 35,662 25.0% 8,915 Work in process 45,824 18.5% 8,477 Finished goods 1,500 80.0% 1,200 Used 6,043 5.0% 302 Other - unidentified 15,972 0.0% - Reserve for excess & obsolence (5,000) 0.0% - --------- ------------ -------- Net Inventory $100,000 18.9% $18,895 --------- ------------ -------- Prepaid Insurance and other current assets 3,000 0.0% - --------- ------------ -------- Current Assets $151,850 41.5% $63,057 --------- ------------ -------- 235 N 16th St. Lebanon, PA - NA 4,000 3705 St. Johns Parkway FL - NA 4,000 Factory Equipment 3,531 25.0% 883 Leasehold Improvements 1,208 0.0% - Furnitures & Fixtures 1,194 10.0% 119 Computer & Communications Equipment 1,479 16.9% 250 Software 13,620 0.0% - Construction in Progress 9,800 10.0% 980 Vehicles 43 10.0% 4 --------- ------------ -------- Net Property, plant & equipment 30,875 33.2% 10,236 --------- ------------ -------- Gross Value of Assets $182,725 75.5% $73,294 --------- ------------ -------- Liquidation Expenses (2,309) -------- Net Liquidation value $71,255 ------- Claims Cascade Claim Amt. Recovery Recovery % ---------- -------- ---------- Summerville Lease Prepetition 11,950 3,000 25.9% Performance Bonds 31,300 23,100 73.8% Secured Debt 150,241 45,155 30.1% Priority Unsecured Claims 2,088 - 0.0% Secured Lender Deficiency Claim 105,087 - 0.0% Other General Unsecured Claims 95,859 - 0.0% ---------- -------- ---------- Subtotal 396,166 71,255 ---------- -------- About American LaFrance Headquartered in Summerville, South Carolina, American LaFrance LLC -- http://www.americanlafrance.com/-- is one of the oldest fire apparatus manufacturers and one of the top six suppliers of emergency vehicles in North America. The company filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No. 08-10178). Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at Haynes and Boone LLP, is the Debtor's proposed Lead Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, is the Debtor's proposed local counsel. When the Debtor filed for protection against its creditors, it listed assets and liabilities of between $100 Million and $500 Million. The Debtor's exclusive period to file a plan expires on May 27, 2008. (American LaFrance Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN RAILCAR: 9.45% Stake Acquisition Won't Affect S&P Ratings ------------------------------------------------------------------ Standard & Poor's Ratings Services said that an announcement that American Railcar Industries Inc. (ARI; BB-/Stable/--) has acquired a 9.45% stake in Greenbrier Cos. Inc. (BB-/Stable/--), and that ARI's principal shareholder, Carl Icahn, has expressed interest in a possible business combination of the two railcar manufacturers, does not immediately affect the ratings or outlook on either company. According to related SEC filings, no business combination offer has been made, nor has any structure of a potential acquisition been suggested. Combining with Greenbrier would contribute to improving ARI's business risk profile, by strengthening and diversifying its product portfolio. Standard & Poor's also notes that the company has a significant cash balance that it could use for an acquisition. However, the rating on ARI already reflects the company's aggressive financial policies, and completing a transaction could require additional financing. Additional debt could stretch ARI's credit metrics beyond levels commensurate with the rating, and should ARI assume Greenbrier's debt, negative rating actions could result for both issuers. Therefore, Standard & Poor's will monitor future developments and reflect such events in the ratings. AMERICAN LAFRANCE: Wants to Sell Assets to Patriarch Partners ------------------------------------------------------------- American LaFrance LLC, acknowledges that it has operated at a loss and experienced a severe contraction in trade terms by its vendors. The Debtor believes that the most viable solution to its liquidity crisis that will also preserve the value of its assets and business is an asset sale pursuant to Section 363 of the Bankruptcy Code. Accordingly, the Debtor asks the U.S. Bankruptcy Court for the District of Delaware for permission to sell substantially all of its assets to Patriarch Partners Agency Services LLC, free and clear of liens, claims, encumbrances and subject to higher and better bids. Patriarch Partners Agency Services LLC, is the current secured DIP Lender and agent for the other DIP Lenders who has committed to extend a $50,000,000 DIP credit facility to the Debtor. From the Petition Date through the close of the proposed sale, Patriarch has agreed to fund the Debtor's day-to-day obligations. This is expected to end on May 1, 2008. The Sale Agreement Christopher Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, in Wilmington, Delaware, relates that the Debtor seeks to enter into a asset purchase agreement with Patriarch. Under the APA, the Debtor will sell all of its assets to Patriarch for $150,000,000. The assets to be sold includes all of the Debtor's title and interest in and to all of its assets, properties, rights, claims and contracts owned, leased or licensed. The Debtor also intends to assume and assign certain contracts to Patriarch in connection with the proposed sale. Among the assets to be excluded from the proposed sale are all minute books, stock records and corporate seals; all records that the Debtor is required by law to retain in its possession; and the Debtor' equity interests. Pursuant to the APA, Patriarch will assume liabilities to cure costs associated certain contracts to be assigned by the Debtor to Patriarch; for trade payables arising postpetition that directly relates to the operation of the Debtor's business in the ordinary course; and all obligations under the Debtor's customer programs. The APA also provides that the Debtor will release Patriarch, as buyer, of all claims, counterclaim, set-off or causes of action. As of Feb. 3, 2008, no other entity has provided a definitive offer to purchase the Assets for greater economic value to the Debtor's estates than Patriarch, Mr. Ward informs the Court. The APA has been negotiated in good faith, he adds. A full-text copy of the Patriarch Partners APA is available for free at http://researcharchives.com/t/s?27c3 Bidding Procedures To obtain the greatest value for its assets, the Debtors propose to subject the asset sale to uniform bidding procedures. A Qualified Bidder must submit its bid no later than March 14, 2008, at 12:00 p.m. Prior to the Bid Deadline, a Qualified Bidder that wants to make an offer must deliver written copies of its cash bid to the Debtor, the Debtor's counsel, counsel for Patriarch and counsel for any counsel for any official committee of unsecured creditors appointed in the Debtor's cases. A Qualified Bidder is a potential bidder that the Debtor, in its discretion, determines is reasonably like to submit a bona fide offer and to be able to consummate a sale if selected as a Successful Bidder. If more than one Qualified Bid is received by the Bid Deadline, the Debtor propose to conduct an auction on March 28, 2008, at the offices Klehr, Harrison, Harvey, Branzburg & Ellers, in Wilmington, Delaware, to determine the best bid with respect to the Assets. To be able to participate in the Auction, each Bid must be in cash, must equal or exceed Patriarch's purchase price plus $100,000, and must be accompanied by a $100,000 good faith deposit. A bid must be irrevocable until two business days after the Assets have been sold. During the Auction, bidding will begin with the highest Baseline Bid and continue in minimum increments of at least $250,000. Moreover, to induce Patriarch to expend the time, energy and resources necessary to submit a stalking horse bid, the Debtor has agreed to provide, with the Court's consent, certain bid protections to Patriarch. If no other Qualified Bids are received, the Debtor intends to seek approval of and authority to consummate the proposed sale at a hearing on April 9, 2008. Any objections with respect to the Asset Sale must be filed no later than April 2. Notices The Debtor intends to give notice of the Bid Procedures, the Bid Procedures Order, the Auction and the Proposed Sale via first class mail to its creditors, the U.S. Trustee and other known parties-in-interest. It also intends to publish the Auction and Sale Publication Notice in the national edition of The Wall Street Journal, The New York Times or The USA Today. The Debtor also proposes to serve notice of its proposed cure costs no later than five days after a sale order is entered. Any objection to a proposed cure amount must be filed no later than April 2, 2008. Mr. Ward maintains that the Debtor's primary goal is to confirm a plan of reorganization, which it recently filed to the Court. The proposed asset sale is an alternative transaction to the Plan, he clarifies. If the proposed Plan is not confirmed, the Debtor intends to pursue approval of the Sale Motion. The hearing to consider the proposed bidding procedures and notices is on February 21, 2008, and will go forward regardless of the status of the Plan, according to Mr. Ward. About American LaFrance Headquartered in Summerville, South Carolina, American LaFrance LLC -- http://www.americanlafrance.com/-- is one of the oldest fire apparatus manufacturers and one of the top six suppliers of emergency vehicles in North America. The company filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No. 08-10178). Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at Haynes and Boone LLP, is the Debtor's proposed Lead Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers LLP, is the Debtor's proposed local counsel. When the Debtor filed for protection against its creditors, it listed assets and liabilities of between $100 Million and $500 Million. The Debtor's exclusive period to file a plan expires on May 27, 2008. (American LaFrance Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ARCH ONE: Poor Credit Quality Cues Moody's to Review 'Ba2' Rating ----------------------------------------------------------------- Moody's Investors Service placed its rating of this notes issued by ARCH One Finance Limited - Issuance of $3,000,000 Floating Rate Credit Linked Noted due June 2012 on review for possible downgrade: Class Description: $3,000,000 Secured Floating Rate Credit Linked Notes Due June 2012, Series 2005-1 Prior Rating: Ba2 Current Rating: Ba2, on review for possible downgrade Moody's explained that this rating action reflects deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of corporate securities. ASARCO LLC: Gets Court Nod to Sell Perth Amboy for $19.8 Million ---------------------------------------------------------------- The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas approves the bidding procedures governing the auction of ASARCO LLC's 67-acre real property in Perth Amboy, New Jersey, to the best and highest bidder. ASARCO will establish the time, date and location of the auction after the expiration of the feasibility period granted to Emerald Bay Equity, LLC, as the stalking horse bidder. As reported in the Troubled Company Reporter on Jan. 18, 2008, the Debtors told the Court that they wanted to: (i) sell its 67-acre real property located in Perth Amboy, New Jersey, to Emerald Bay Equity, LLC, for $19,800,000, free and clear of all liens, claims and other interests; and (ii) assume certain permits and contracts related to the Property. Pursuant to a purchase and sale agreement, dated Dec. 10, 2007, ASARCO and Emerald Bay agreed that Emerald Bay will: -- pay ASARCO $19,800,000 in cash for the Perth Amboy Property; -- assume ASARCO's environmental obligations relating to the Property, which ASARCO estimates to have a present value of approximately $9,000,000; -- release, defend, and indemnify ASARCO for any environmental liabilities relating to the Property; and -- execute an Administrative Consent Order with the New Jersey Department of Environmental Protection for remediation of the Property. Emerald Bay has given a $495,000 deposit to General Land Abstract Co., Inc., ASARCO's escrow agent, Tony M. Davis, Esq., at Baker Botts, L.L.P., in Houston, Texas, told the Court. Mr. Davis said that in 1997, the city government of Perth Amboy designated the Property as a redevelopment zone. In 2004, the Perth Amboy Redevelopment Agency entered into a redevelopment agreement with a designated redeveloper, PA-PDC Perth Amboy, LLC, for the acquisition and redevelopment of the properties in the designated zone. Mr. Davis said that if PA-PDC is not able to acquire the Property consensually, then the Redevelopment Agency may file a condemnation action to acquire the Property. Any legal action to acquire title of the Property through condemnation is subject to defenses ASARCO may have and is currently subject to the automatic stay imposed by Section 362 of the Bankruptcy Code. Although there have been inquiries concerning the acquisition of the Property, the redevelopment status has limited the ability to market it, Mr. Davis told the Court. ASARCO has delivered the proposed Bidding Procedures to several entities that had previously expressed a bona fide interest in the Property, including PA-PDC. PA-PDC Perth Amboy, LLC, the designated redeveloper of ASARCO LLC's 69-acre property in Perth Amboy, New Jersey, previously objected to the proposed sale process of the property. PA-PDC asserts that the proposed sale process is inherently unfair, providing the proposed buyer, Emerald Bay Equity, LLC, with 180 days to "assess feasibility" of acquisition of the property, while providing other potential bidders a less-than-30-day investigation time frame. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/ -- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). The Debtors' exclusive period to file a plan expires on Feb. 11, 2008. (ASARCO Bankruptcy News Issue No. 64 & 65; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Seeks Court Nod on Plan Sponsor Bid Procedures ---------------------------------------------------------- ASARCO LLC and its debtor-affiliates asks the Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas to approve uniform bidding procedures to govern the plan sponsor selection process. The Debtors relates that they have reached an agreement in principle with creditor constituents regarding the structure of a plan of reorganization, which proposes to: (1) sell substantially all of the company's assets, and (2) resolve the company's contingent environmental and asbestos liabilities. In March 2007, ASARCO presented to the Court a reorganization plan exit process timeline to identify a plan sponsor and develop a plan structure that maximizes the value of the assets of the company's bankruptcy estate. Since then, ASARCO and Lehman Brothers, Inc., its financial advisors, have engaged in marketing and due diligence program. James R. Prince, Esq., at Baker Botts, L.L.P., in Dallas, Texas, says ASARCO and its creditor constituents are ready to move forward with the plan sponsor selection process and implement procedures that will achieve that end. Under the uniform bidding procedures: (a) Any entity that wishes to make a bid for substantially all of ASARCO's assets must submit a written proposal on a date that is approximately three weeks after the entry of a Bid Procedures Order to: * George Mack Lehman Brothers, Inc. 745 Seventh Avenue, 26th Floor New York, NY 10019-6801 * Jack L. Kinzie, Esq. James R. Prince, Esq. Baker Botts L.L.P. 2001 Ross Avenue Dallas, TX 75201-2980 (b) ASARCO will distribute to bidders a draft acquisition agreement. The Bid must be accompanied by the Draft Agreement, as modified by the Bidder. (c) "Purchased Assets" will include substantially all of the tangible and intangible operating assets and properties of ASARCO. The Sale Transaction will be implemented pursuant to a confirmed Chapter 11 plan of reorganization so that the successful bidder will receive the protection of a channeling injunction under Sections 105, 363(f) and 524(g) of the Bankruptcy Code. (d) Each bid must disclose the Bidder's intention to provide the ASARCO Employees with at least the same compensation and benefits as was provided to those employees before the closing of the Sale Transaction, subject to management's authority adjust wages and benefits in the ordinary course as necessary to the extent consistent with legal obligations, including pursuant to a collective bargaining agreement, for the two-year period after the closing of the Sale. (e) Each bid must indicate whether or not the Bidder has negotiated mutually satisfactory agreements with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, and other unions representing ASARCO Employees that would replace ASARCO's current collective bargaining agreements with the Unions. In the alternative, the Bidder must provide a detailed statement of its stand in discussion with the unions, its expected outcome, and the basis for its views on the expected outcome. (f) Each bid must indicate whether or not the Bidder intends to maintain ASARCO's current pension plan without modification. (g) Each Bidder must indicate its intention to assume all of the Debtors' environmental liabilities relating to all of the Purchased Assets. ASARCO proposes that each Bidder will be responsible for all costs it may incur during the investigation and pursuit of a proposed Sale Transaction, including those of its advisors and agents, except as otherwise may be agreed to by ASARCO. ASARCO reserves the right to consider, in its discretion, all factors in determining which bid to accept or reject without assigning any reasons, or alter the bid procedures as it believes necessary to obtain the highest and best value for the company's bankruptcy estate. ASARCO proposes to hold a Plan Sponsor Selection meeting approximately two weeks after the Bid Submission Deadline, which meeting may be continued from time to time at ASARCO's discretion. Bidders must appear in person at the Plan Sponsor Selection Meeting. Bids submitted will be evaluated by ASARCO, in consultation with its advisors and the Creditor Constituents. In selecting the Plan Sponsor, the parties will consider these matters: * the amount, value and form of consideration of the bid, including assumption or exclusion of ASARCO's liabilities; * the extent to which the consideration is non-cash and the risks associated with a non-cash consideration; * the Excluded Assets; * the timing of consummation indicated by the bid; * the certainty of consummation indicated by the bid; * the structure indicated by the bid; * proposed financing arrangements reflected by the bid, and the sources of that financing; * the extent and nature of any changes made to the Draft Agreement; * relevant legal and contractual considerations; * the certainty of preservation of ASARCO's employees' jobs and assumption or successful negotiation of a CBA indicated by the bid; * the assumption of environmental liabilities of the Debtors relating to the Purchased Assets and availability of the Bidder's funding; and * the Bidder's and its affiliates' history of compliance or noncompliance with environmental regulations. ASARCO seeks the Court's authority to exercise its discretion on whether to pay a Break-Up Fee to any purchaser. ASARCO says it will pay a Break-Up Fee in the event a Final Agreement is terminated by the Purchaser if the Closing has not occurred: -- on or before the Termination Date due to ASARCO's failure to satisfy closing conditions; and -- on or before the Court has confirmed a reorganization plan. ASARCO will also pay a Break-Up Fee if it has received a Superior Proposal. A "Superior Proposal" refers to a bona fide written Acquisition Proposal that ASARCO's Board of Directors determines is reasonably likely to be consummated in a timely manner; would result in a transaction more favorable to ASARCO's stakeholders than the Sale Transaction; and provides a deemed value to ASARCO's bankruptcy estate that exceeds the deemed value of the Purchase Price plus the Break-up Fee by at least $25,000,000. ASARCO asks the Court for permission to file under seal the amount of any Break-Up Fee it will pay to any Purchaser. ASARCO further seeks the Court's authority to include a "no-shop requirement" clause in the Final Agreement. The clause will provide that ASARCO and its affiliates will not solicit any proposals for a merger, recapitalization or purchase transaction of all of its assets, provided that ASARCO or the ASARCO Board is not prevented from: -- complying with its obligations under federal or state law with regard to an Acquisition Proposal; -- pursuing a reorganization plan not involving the sale of any material amount of ASARCO's assets; or -- engaging in any negotiations with any person who has made a bona fide written Acquisition Proposal or recommending an alternative Acquisition Proposal to its stakeholders. Mr. Prince says that ASARCO and its creditor constituents agree that a sale of substantially all of the company's assets under a confirmed reorganization plan should yield the highest return for ASARCO's stakeholders. He adds that if the plan sponsor selection process does not yield a high enough value for stakeholders, some or all of the creditor constituents may withdraw their support for the proposed plan structure. Mr. Prince asserts that a one-step plan sponsor selection process will yield higher and better results compared to a secondary topping auction process. "In the face of a secondary topping auction, prospective bidders are less likely (i) to expend the time and resources to participate in the first stage and (ii) to submit their highest and best bid," Mr. Prince says. "Armed with the knowledge of a second chance, bidders would resist either participating in or submitting their highest offers in the first round. "In the plan sponsor selection process that is the subject of the Bid Procedures, all bidders are invited to submit their highest and best offers," Mr. Prince maintains. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/ -- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). The Debtors' exclusive period to file a plan expires on Feb. 11, 2008. (ASARCO Bankruptcy News Issue No. 65; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Settle Toxic Tort Claims for $27.9 Million ------------------------------------------------------ ASARCO LLC and its debtor-affiliates and certain toxic tort claimants entered into five separate settlement agreements which allows the claimants to assert approximately $27.9 million of general unsecured claims against the Debtors. Approximately 850 claims were filed against the Debtors asserting an aggregate of $1,470,000,000, for alleged physical harm or property damage arising from alleged exposure to lead or other toxic substances resulting from their operations of various sites located in Hayden, Arizona; Tar Creek, Oklahoma; and El Paso, Texas: Claimants Asserted Claim Amt. --------- ------------------- Tar Creek Site $1,030,000,000 Hayden Site 340,000,000 El Paso Site 12,000,000 In late October 2007, the Debtors and certain of the Toxic Tort Claimants participated in a two-day mediation, Ishaq Kundawala, Esq., at Baker Botts, L.L.P., in Dallas, Texas, relates. As a result of those mediations, the parties entered into the agreements, which provide that certain of the Claimants will be entitled to allowed general unsecured claims: Claimants Allowed Claim Amt. --------- ----------------- Tar Creek Claimants $20,782,500 Hayden Claimants 4,800,000 El Paso Claimants 2,387,500 The settlements also provide that any pending lawsuits filed by a Settling Claimant against the Debtors will be dismissed with prejudice within 20 days after the claimants obtain their allowed general unsecured claims. The Debtors clarify that they do not admit any liability to Settling Claimants. The Debtors said they will resolve some of the remaining claims through an omnibus claims objection process. Mr. Kundawala said the Court will continue with the toxic tort mediation to address the remaining unresolved Tar Creek property damage claims. Blue Tee Corporation and Gold Fields Mining, LLP, who filed contribution claims related to various pending toxic tort lawsuits against the Debtors, have notified the Debtors that the settlements resolve their contribution claims. Claimants Seek to File Supplemental Claims Certain Tar Creek toxic tort claimants represented by Betty Jean Cole and Darlene Evans seek leave from the Court to supplement Claim Nos. 9972 to 9983, 9985, 9986, 9987, 9988, and 9989. The Claims will be supplemented to include approximately 523 individual, municipal, and commercial property owners in the Picher, Cardin, and Quapaw, Oklahoma, towns, and to cap the asserted amount at $100,000,000, Patricia Reed Constant, Esq., in Corpus Christi, Texas, tells the Court. Ms. Constant says the Debtors have notified the Claimants that they need to file amended proofs of claim for each individual claimant. The Claimants, however, find it cumbersome to file individual claims as there are more than 500 individual claimants. About ASARCO Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/ -- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). The Debtors' exclusive period to file a plan expires on Feb. 11, 2008. (ASARCO Bankruptcy News Issue No. 64; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). BAYOU GROUP: Files Amended Disclosure Statement in New York ----------------------------------------------------------- Bayou Group LLC and its debtor-affiliates delivered their First Amended Joint Chapter 11 Plan of Reorganization and Modified Second Amended Disclosure Statement explaining that Plan to the Honorable Adlai S. Hardin Jr. of the United States Bankruptcy Court for the Southern District of New York. Overview of the Plan The Debtors' proposed amended plan contemplates the liquidation of their assets in order to provide fair, equitable, and reasonable treatment of all of their creditors. The Debtors say that they have $21,411,567 in cash as of Dec. 17, 2008, as a result of the settlement of certain of the adversary proceedings after the payment of certain costs and expenses associated with the administration of these cases. The Debtors further say that the United States government will, at a minimum, distribute at least $106.5 million on a pro rata basis to investor creditors. Prior the the Debtors' bankruptcy filing, the United States government seized certain assets from the prepetition principals and the Debtors, including more than $106.5 million in funds that the Arizona attorney general initially seized from several bank accounts, as well as certain other private equity investments funds belonging to the Debtors. The plan provides separate treatment of claims against Bayou Management LLC and Bayou Group's private pooled investment funds called the Bayou Hedge Funds. The Bayou Hedge Funds is composed of Bayou Superfund LLC, Bayou No Leverage Fund LLC, Bayou Accredited Funds LLC, Bayou Affiliates Fund LLC and Bayou Fund. Treatment of Claims A) Bayou Hedge Funds Under the Plan, claimants will recover 100% with respect to these claims: -- administrative expense claims totaling $2,601,932; -- Priority Tax Claims totaling $4,000; and -- Non-investor General Unsecured Claims totaling $1,400,000; In addition, each holders of these impaired claims will expect to recover between 8.5% and 34%: -- Investor Creditors Unsecured Claims totaling between $246,000,000 and $332,000,000; and -- Off-Shore Claims totaling $3,000,000. All outstanding equity interests will be canceled and holders will not receive any property under the Plan. B) Bayou Management Under the Plan, claimants will recover 100% with respect to these claims: -- Administrative Expense Claims; -- Priority Tax Claims; and -- Priority Non-Tax Claims. Holders of these claims will be entitled to receive a pro rata distribution from the Bayou Management Litigation Trust: -- Non-Investor General Unsecured Claims totaling between $12,000 and $1,600,000; and -- Investor Creditor Unsecured Claims totaling between $246 million and $332 million. -- Off-Shore Claims totaling $20 million. All outstanding Equity Interest in Bayou Management will be terminated and holder will not receive any property on account of their equity interest. A full-text copy of the Debtors' Modified Amended Disclosure Statement is available for a fee at: http://www.researcharchives.com/bin/download?id=080205004144 A full-text copy of the Debtors' Modified Amended Chapter 11 Plan of Reorganization is available for a fee at: http://www.researcharchives.com/bin/download?id=080205004333 About Bayou Group Based in Chicago, Illinois, Bayou Group LLC operates and manages hedge funds. The company and its affiliates filed for chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306) in order to pursue recoveries for the benefit of defrauded investors. Bayou also filed lawsuits against former investors who allegedly received fictitious profits and an inequitably large return of their principal investments. Jeff J. Marwil at Jenner & Block was appointed on April 28, 2006 as the federal equity receiver. Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors in their restructuring efforts. Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman, LLP, represents the Official Committee of Unsecured Creditors. Kasowitz, Benson, Torres & Friedman LLP is counsel to the Unofficial Committee of the Bayou Onshore Funds. Sonnenschein Nath & Rosenthal LLP represents the Sonnenschein Investors. When the Debtors filed for protection from their creditors, they estimated assets and debts of more than $100 million. BAYOU GROUP: Files Schedules of Assets and Liabilities ------------------------------------------------------ Bayou Group LLC filed with the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets and liabilities disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $40,219 C. Property Claimed as Exempt D. Creditor Holding Secured Claim $250,000 E. Creditors Holding Unsecured Priority Claims Unknwon F. Creditors Hoilding Unsecured Nonpriority Claims $0 ------- --------- TOTAL $40,219 $250,000 Other affiliates filed separate schedules of assets and liabilities disclosing: Affiliate Total Assets Total Debts --------- ------------ ----------- Bayou Management LLC Unknown $576,240 Bayou Superfund LLC Unknown $250,000 Bayou No Leverage Fund LLC Unknown $250,000 Bayou Affiliates Fund LLC Unknown $250,000 Bayou Accredited Fund LLC Unknown $250,000 Bayou Fund LLC $0 $250,000 Bayou Advisors LLC $0 $250,000 Bayou Equities LLC $0 $250,000 Based in Chicago, Illinois, Bayou Group LLC operates and manages hedge funds. The company and its affiliates filed for chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306) in order to pursue recoveries for the benefit of defrauded investors. Bayou also filed lawsuits against former investors who allegedly received fictitious profits and an inequitably large return of their principal investments. Jeff J. Marwil at Jenner & Block was appointed on April 28, 2006 as the federal equity receiver. Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors in their restructuring efforts. Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman, LLP, represents the Official Committee of Unsecured Creditors. Kasowitz, Benson, Torres & Friedman LLP is counsel to the Unofficial Committee of the Bayou Onshore Funds. Sonnenschein Nath & Rosenthal LLP represents the Sonnenschein Investors. BEAR STEARNS: S&P Confirms Low-B Ratings on 7 Classes of Certs. --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on 72 classes of asset-backed certificates from five Bear Stearns Asset Backed Securitization Trust transactions. As of the Jan. 25, 2008, distribution date, cumulative realized losses for the transactions ranged from 0.50% (series 2006-SD1) to 1.54% (series 2006-1) of the original principal balances, and total delinquencies ranged from 15.18% (series 2006-SD1) to 39.15% (2006-1) of the current principal balances. Despite the elevated delinquency levels within the mortgage pools backing these transactions, the classes currently have adequate credit support to support the current ratings, partly due to the shifting interest structure of the transactions. Seasoning for these transactions ranges from 11 months (series 2007-SD1) to 31 months (series 2005-SD2), and these transactions have outstanding pool factors ranging from approximately 42.58% (2007-SD1) to 69.35% (series 2006-SD1). Credit support is provided either solely by subordination or through a combination of subordination, overcollateralization, and excess interest cash flow. The collateral for these transactions originally consisted of 30- year scratch-and-dent, or reperforming fixed- and/or adjustable- rate first- and second-lien mortgage loans secured by one- to four-fa[mily residences]. Ratings Affirmed Bear Stearns Asset Backed Securities Trust Asset-backed Certificates Series Class Rating ------ ----- ------ 2005-SD2 I-A-1 AAA 2005-SD2 I-A-2 AAA 2005-SD2 I-A-3 AAA 2005-SD2 I-M-1 AA 2005-SD2 I-M-2 A 2005-SD2 I-M-3 A- 2005-SD2 I-M-4 BBB+ 2005-SD2 I-M-5 BBB 2005-SD2 I-M-6 BBB- 2005-SD2 I-B BB 2005-SD2 II-A-1 AAA 2005-SD2 II-A-2 AAA 2005-SD2 II-M-1 AA 2005-SD2 II-M-2 A 2005-SD2 II-M-3 BBB 2005-SD2 II-B BBB- 2006-SD1 A AAA 2006-SD1 M-1 AA 2006-SD1 M-2 A 2006-SD1 M-3 BBB 2006-SD1 M-4 BBB- 2006-1 A AAA 2006-1 M-1 AA 2006-1 M-2 AA- 2006-1 M-3 A 2006-1 M-4 A- 2006-1 M-5 BBB+ 2006-1 M-6 BBB 2006-1 M-7 BBB- 2007-SD1 I-A-1 AAA 2007-SD1 I-X AAA 2007-SD1 I-PO AAA 2007-SD1 I-A-2A AAA 2007-SD1 I-A-2B AAA 2007-SD1 I-A-3A AAA 2007-SD1 I-A-3B AAA 2007-SD1 I-B-1 AA 2007-SD1 I-B-2 A 2007-SD1 I-B-3 BBB 2007-SD1 I-B-4 BB 2007-SD1 I-B-5 B 2007-SD1 II-1A-1 AAA 2007-SD1 II-1A-2 AAA 2007-SD1 II-2A-1 AAA 2007-SD1 II-2A-2 AAA 2007-SD1 II-3A-1 AAA 2007-SD1 II-3A-2 AAA 2007-SD1 II-B-1 AA 2007-SD1 II-B-2 A 2007-SD1 II-B-3 BBB 2007-SD1 II-B-4 BB 2007-SD1 II-B-5 B 2007-SD2 I-A-1A AAA 2007-SD2 I-A-1B AAA 2007-SD2 I-PO AAA 2007-SD2 I-A-2A AAA 2007-SD2 I-A-2B AAA 2007-SD2 I-A-3A AAA 2007-SD2 I-A-3B AAA 2007-SD2 I-X AAA 2007-SD2 I-B-1 AA 2007-SD2 I-B-2 A 2007-SD2 I-B-3 BBB 2007-SD2 I-B-4 BB 2007-SD2 I-B-5 B 2007-SD2 II-A-1 AAA 2007-SD2 II-A-2 AAA 2007-SD2 II-M-1 AA+ 2007-SD2 II-M-2 AA 2007-SD2 II-M-3 A 2007-SD2 II-M-4 BBB 2007-SD2 II-M-5 BBB- BONIFACIUS LTD: Seven Classes Get Moody's Junk Ratings ------------------------------------------------------ Moody's Investors Service downgraded ratings of nine classes of notes issued by Bonifacius, Limited, and left on review for possible further downgrade ratings of five of these classes of notes. The notes affected by this rating action are: Class Description: $1,625,000,000 Class A1-M Floating Rate Senior Secured Notes Due 2047 -- Prior Rating: Aaa -- Current Rating: A3, on review for possible downgrade Class Description: $225,000,000 Class A1-Q Floating Rate Senior Secured Notes Due 2047 -- Prior Rating: Aaa -- Current Rating: A3, on review for possible downgrade Class Description: $275,000,000 Class A1-J term loan made pursuant to the Class A-1J Loan Agreement -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Caa1, on review for possible downgrade Class Description: $125,000,000 Class A-2 Floating Rate Senior Secured Notes Due 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Caa2, on review for possible downgrade Class Description: $115,000,000 Class A-3 Floating Rate Senior Secured Notes Due 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Caa3, on review for possible downgrade Class Description: $55,000,000 Class A-4 Floating Rate Senior Secured Notes Due 2047 -- Prior Rating: A2, on review for possible downgrade -- Current Rating: Ca Class Description: $33,000,000 Class B Floating Rate Subordinate Secured Deferrable Notes Due 2047 -- Prior Rating: Baa2, on review for possible downgrade -- Current Rating: Ca Class Description: $15,000,000 Class C Floating Rate Subordinate Secured Deferrable Notes Due 2047 -- Prior Rating: Ba1, on review for possible downgrade -- Current Rating: Ca Class Description: $16,000,000 Class D Floating Rate Junior Subordinate Secured Deferrable Notes Due 2047 -- Prior Rating: B2, on review for possible downgrade -- Current Rating: Ca The rating actions reflect deterioration in the credit quality of the underlying portfolio, as well as the occurrence on Jan. 24, 2008, as reported by the Trustee, of an event of default caused by the Class A Principal Coverage Ratio falling below 100% pursuant to Section 5.1(h) of the Indenture dated July 27, 2007. Bonifacius, Limited is a collateralized debt obligation backed primarily by a portfolio of RMBS securities and CDO securities. Recent ratings downgrades on the underlying portfolio caused ratings-based haircuts to affect the calculation of overcollateralization. Thus, the Principal Coverage Ratio relating to the Class A Notes 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 Debt Securities 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 ratings assigned to the Class A1-M Notes, Class A1-Q Notes, Class A-2 Notes, the Class A-3 Notes and the Class A-1J term loan remain on review for possible further action. BOSTON SCIENTIFIC: Posts $458 Million Net Loss in 2007 4th Quarter ------------------------------------------------------------------ Boston Scientific Corporation disclosed on Monday financial results for the fourth quarter and full year ended Dec. 31, 2007. The company reported a net loss of $458.0 million for the fourth quarter of 2007. Reported results included acquisition, divestiture, litigation and restructuring-related charges and amortization expense of $939.0 million, which consisted of: -- $208.0 million, primarily non-cash, associated with the write down of goodwill in connection with business divestitures; -- $8.0 million of other net acquisition-related charges; -- $365.0 million attributable to estimated potential losses associated with patent litigation involving the company's Interventional Cardiology business; -- $184.0 million of restructuring charges associated with the company's expense and head count reduction initiatives; and -- $174.0 million of amortization expense. Adjusted net income for the quarter, excluding these charges and amortization expense, was $355 million. Reported net income for the fourth quarter of 2006 was $277.0 million. Reported results included charges associated with the company's 2006 acquisition of Guidant Corporation and amortization expense of $197.0 million. Adjusted net income for the fourth quarter of 2006, excluding these charges and amortization expense was $442.0 million. "The turn that began last quarter continued this quarter, with strong adjusted earnings and record sales," said Jim Tobin, resident and chief executive officer of Boston Scientific. "For the year, we made substantial progress toward our goals of increasing shareholder value, restoring profitable sales growth and strengthening Boston Scientific for the future. We implemented a series of initiatives designed to focus and simplify our business, including expense and head count reductions and the sale of non- strategic assets. "We reported record sales, and we achieved the leadership position in the global stent market. Perhaps our most meaningful progress came in quality, where we revolutionized our approach and changed our culture. Many of the steps we took in 2007 will help position us for the challenges and opportunities of 2008 and beyond. In 2008, those opportunities are expected to include the introduction of a number of important new CRM products, the lifting of the Corporate Warning Letter, the approval of the TAXUS Liberte and PROMUS(TM) stent systems by the FDA, and the launch of profitable new products across our businesses." Net sales for the fourth quarter of 2007 were $2.15 billion, as compared to $2.07 billion for the fourth quarter of 2006. Full Year 2007 Net sales for the full year 2007 were $8.36 billion, as compared to $7.82 billion in 2006. Reported net loss for 2007 was $495.0 million. Reported results for 2007 included acquisition, divestiture, litigation and restructuring-related charges, and amortization expense of $1.9 billion, which consisted of: -- $560.0 million, primarily non-cash, associated with the write down of goodwill in connection with business divestitures; -- $85.0 million in-process research and development write offs, related primarily to the company's acquisition of Remon Medical Technologies Inc.; -- $37.0 million related to the company's acquisition of Guidant; -- $365.0 million attributable to estimated potential losses associated with patent litigation involving the company's Interventional Cardiology business; -- $184.0 million of restructuring charges associated with the company's expense and head count reduction initiatives; and -- $641.0 million of amortization expense. Adjusted net income for 2007, excluding these charges and amortization expense, was $1.2 billion. Reported net loss for 2006 was $3.6 billion. Reported results for 2006 included acquisition-related charges and amortization expense of $5.2 billion. Adjusted net income for 2006, excluding these charges and amortization expense, was $1.4 billion. Balance Sheet At Dec. 31, 2007, the company's consolidated balance sheet showed $31.48 billion in total assets, $16.38 billion in total liabilities, and $15.10 billion in total stockholders' equity. About Boston Scientific Headquartered in Natick, Massachusetts, Boston Scientific Corporation (NYSE: BSX) -- http://www.bostonscientific.com/-- develops, manufactures and markets medical devices used in a broad range of interventional medical specialties. * * * As reported in the Troubled Company Reporter on Jan. 10, 2008, Stamdard & Poor's Ratings Services said that the announcement by Boston Scientific Corp. that the Court of Appeals for the Federal Circuit affirmed a District Court ruling that found the NIR stent infringed one claim of a patent owned by Johnson & Johnson, does not affect its ratings or outlook for Boston Scientific. Boston Scientific's corporate credit rating is rated 'BB+' by S&P with a negative outlook. BUCKEYE TECHNOLOGIES: Earns $13.9 Mil. in 2nd Qtr. Ended Dec. 31 ---------------------------------------------------------------- Buckeye Technologies Inc. reported net income of $13.9 million on net sales of $211.0 million for the second quarter ended Dec. 31, 2007, compared with net income of $3.8 million on net sales of $185.0 million in the same period of 2006. Chairman and chief executive officer John B. Crowe said, "We had an exceptional quarter. Second quarter net sales were up 14.0% compared to the same period last year. Sales of $211.0 million are our highest revenue quarter ever. The earnings improvement is a combination of higher pricing, higher specialty wood volume and cost control." Mr. Crowe went on to say, "We are pleased with the quarter and year-to-date revenue and income growth. Our markets remain solid and we will benefit from price increases that we implemented in January. In the current quarter, we anticipate lower nonwovens production and revenue due to our previously announced volume reduction from our Delta nonwovens facility. Additionally, we expect higher manufacturing costs at our Florida specialty wood facility due to planned maintenance inspections. While the just completed quarter's earnings performance will be difficult to repeat, we do anticipate strong performance in the January-March quarter 2008." Liquidity and Capital Resources At Dec. 31, 2007, the company had $23.6 million of cash and cash equivalents and $112.9 million borrowing capacity on its revolving credit facility. The portion of this capacity that the company may borrow, if any, will depend on our financial results and ability to comply with certain borrowing conditions under the revolving credit facility. As of Dec. 31, 2007, the company's liquidity, including available borrowings and cash and cash equivalents, was approximately $136.5 million. Balance Sheet At Dec. 31, 2007, the company's consolidated balance sheet showed $983.0 million in total assets, $580.8 million in total liabilities, and $402.2 million in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended Dec. 31, 2007, are available for free at http://researcharchives.com/t/s?27be About Buckeye Technologies Headquartered in Memphis, Tennessee, Buckeye Technologies Inc. (NYSE: BKI) -- http://www.bkitech.com/-- manufactures and markets specialty fibers and nonwoven materials. The company currently operates facilities in the United States, Germany, Canada, and Brazil. Its products are sold worldwide to makers of consumer and industrial goods. * * * To date, Buckeye Technologies Inc. carries Moody's Investors Service's B1 corporate family rating with a stable outlook. BUILDING MATERIALS: Gets Temporary Waiver Conditions From Lenders ----------------------------------------------------------------- Building Materials Holding Corporation has disclosed that it has obtained a temporary waiver of certain conditions to borrowing under its credit facility. The waiver allows the company to borrow up to $75 million, through February 29, while it works to finalize a permanent amendment to the credit facility. Building Materials is in the process of finalizing its financial statements for the fourth quarter and full year 2007 and completing its year-end audit. During these year-end closing activities, the company is negotiating with its lenders an amendment to its credit facility to reflect current market conditions. The company expects that it will reach agreement with its lenders on the amendment in a timely manner and that its business operations will not be affected. BMHC's existing credit facility includes a revolver of $500 million, a term loan of $350 million, and an option to increase the credit facility by an aggregate amount of $250 million. As of Dec. 31, 2007, there were no borrowings under the revolver and $346 million was outstanding under the term loan. BUILDING MATERIALS HOLDING CORPORATION, BMC WEST CORPORATION AND OTHER SUBSIDIARY GUARANTORS are parties to a SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 10, 2006, with WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Joint Lead Arranger, Joint Book Manager Swingline Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Documentation Agent, SUNTRUST BANK, as Joint Lead Arranger and Co-Syndication Agent, BNP PARIBAS, as Joint Lead Arranger and Co-Syndication Agent, J.P. MORGAN SECURITIES INC., as Joint Lead Arranger and Joint Book Manager, and this consortium of Lenders: Commitment Commitment Lender Amount Percentage ------ ----------- ---------- Wells Fargo Bank, N.A. $70,000,000 14.0% JPMorgan Chase Bank, N.A. $60,000,000 12.0% SunTrust Bank $60,000,000 12.0% BNP Paribas $60,000,000 12.0% American AgCredit, PCA $46,000,000 9.2% Rabobank International $35,000,000 7.0% LaSalle Bank, N.A. $25,000,000 5.0% U.S. Bank N.A. $25,000,000 5.0% Union Bank of California, N.A. $20,000,000 4.0% Whitney National Bank $20,000,000 4.0% HSBC Bank USA, N.A. $15,000,000 3.0% PNC Bank $15,000.000 3.0% Commerzbank AG $10,000,000 2.0% Guaranty Bank $10,000,000 2.0% Raymond James Bank FSB $10,000,000 2.0% West Coast Bank $10,000,000 2.0% Bank Leumi USA $9,000,000 1.8% ------------ ------ TOTAL $500,000,000 100.0% ============ ====== The loan agreement contains three key financial covenants: -- Building Materials has promised the lenders that it won't permit its Consolidated Net Worth as of the last day of any fiscal quarter to be less than (a) $483,590,500, plus (b) 50% of Consolidated Net Income for each fiscal quarter (without giving effect to any net loss for any such period), plus (c) 50% of all Net Issuance Proceeds for all issuances of equity by Building Materials and its Subsidiaries; and -- Building Materials has promised that it won't allow the ratio of (i) EBITA to (ii) the sum of (A) cash Interest Expense, plus (B) cash taxes, plus (C) scheduled principal payments in respect of Indebtedness, plus (D) cash dividend payments made by Building Materials to be less than 1.25:1.00 through and including December 31, 2008 (and higher in succeeding years); -- Building Materials has promised that the ratio of Total Funded Debt to EBITDA will be no greater than 3.50:1.00 through the end of 2008 (and lower in succeeding years). A full-text copy of the Credit Agreement is available at no charge at http://ResearchArchives.com/t/s?27c8 About Building Materials Headquartered in San Francisco, California, Building Materials Holding Corporation (NYSE:BLG) -- http://www.bmhc.com-- provides residential construction services and building products to professional homebuilders and contractors in western and southern regions of the United States. It operates through two business segments: SelectBuild and BMC West. SelectBuild provides framing and other construction services to high-volume homebuilders in key markets. BMC West markets and sells building materials, manufactures building components and provides construction services to professional builders and contractors through a network of 41 distribution facilities and 60 manufacturing facilities. It provides construction services and building products in 16 single-family residential construction markets. In November 2006, SelectBuild acquired the remaining 49% interest in BBP companies. In March 2007, BMHC's subsidiary, SelectBuild Construction Inc., acquired the remaining 27% of Riggs Plumbing LLC. BUILDING MATERIALS: S&P Cuts Corp. Rating to B, Keeps CreditWatch ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings for San Francisco-based Building Materials Holding Corp. The corporate credit rating was lowered to 'B' from 'BB-'. The ratings remain on CreditWatch with negative implications where they were placed on Oct. 18, 2007. "The downgrade followed the company's recent announcement that, because of difficult operating conditions, which we expect will continue over the next several quarters, BMHC is discussing with its lenders a temporary waiver of certain conditions to borrowing under its bank credit facilities," said Standard & Poor's credit analyst Andy Sookram. BMHC is also discussing a permanent amendment to these facilities, to ensure continued liquidity. The company expects to reach an agreement with lenders on the appropriate waiver and amendment in a timely manner, but no agreement has been reached yet. In resolving the CreditWatch listing, S&P will review BMHC's liquidity position, including its ability to obtain covenant waivers. S&P will also consider operating prospects for the company, given industry conditions. CA INC: Earns $163 Million in Third Quarter Ended Dec. 31 --------------------------------------------------------- CA Inc. disclosed on Thursday results for the third quarter of fiscal year ended Dec. 31, 2007. The company reported net income of $163.0 million for the third quarter, compared to net income of $50.0 million in the prior year period. This improvement is a result of higher revenue, expense control and the decrease in amortization of purchased software and restructuring costs. For the first three quarters of fiscal year 2008, net income was $429.0 million, up from the $138.0 million reported in the same period in fiscal year 2007. The company recorded non-GAAP income from continuing operations of $192.0 million for the third quarter, compared to $133.0 million reported a year earlier. For the first three quarters of fiscal year 2008, non-GAAP income from continuing operations was $524.0 million, up 34.0% from the first three quarters of fiscal year 2007. Total revenue for the third quarter was $1.10 billion, an increase of 10.0%, or 4.0% in constant currency, compared to $1.00 billion reported in the comparable prior year period. For the first three quarters of fiscal year 2008, total revenue was $3.19 billion, up 9.0%, or 5.0% in constant currency, over the first three quarters of fiscal year 2007. Total North American revenue was up 5.0% in the third quarter while revenue from international operations was up 17.0%, or 4.0% on a constant currency basis, compared to the same period last year. For the third quarter of fiscal year 2008, CA reported cash flow from operations of $233.0 million, compared to $587.0 million in cash flow from operations in the third quarter of fiscal year 2007. The year-over-year decline was due primarily to last year's stronger than usual bookings in the third quarter, the result of a catch-up from a weaker than normal first half of fiscal year 2007. Cash flow also was affected by an investment in working capital in the third quarter, the majority of which the company expects to recover in the fourth quarter of 2008. Additionally, third quarter cash flow was affected by lower than expected cash taxes due principally to a tax refund. For the first three quarters of the fiscal year, the company recorded $413.0 million in cash flow from operations compared to $547.0 million reported in the prior year period. "CA has recorded another solid quarter our fifth in a row," said John Swainson, CA's president and chief executive officer. "Most importantly, we remain on course to finish the year with revenue and earnings per share exceeding the updated annual outlook provided at our financial analyst day last December. "I am very satisfied with our continued performance improvement, and I am very proud of the people of CA for their efforts and accomplishments," Swainson continued. "Our EITM strategy enables us to communicate CA's value proposition to customers in a clear and compelling way, and we have made considerable progress in our efforts to cross-sell and up-sell a broader portfolio of CA products to new and existing customers. "I am confident that CA's stable customer base and rich product portfolio puts us in a strong position in today's competitive environment. Our results are clearly showing the benefits of the transformation efforts we began three years ago. We continue to manage our business prudently: controlling costs, increasing efficiency and improving margins at the same time as we focus on delivering innovative products and driving revenue growth," Swainson concluded." Total expenses, before interest and income taxes, for the third quarter were $851.0 million, a decrease of 6.0%, compared to $907.0 million in the prior year period. The third quarter was positively affected by a decrease in amortization of capitalized software from the comparable quarter last year. In the third quarter, GAAP operating income was $249.0 million, representing an operating margin of 23.0%, a 14 percentage point improvement from the prior year period. Total expenses, before interest and income taxes, for the first three quarters were $2.49 billion, a decrease of 8.0%, compared to the $2.71 billion reported in the first three quarters of fiscal year 2007. The decline in expenses was driven primarily by a decrease in amortization of capitalized software, lower restructuring costs and improved expense management. On a non-GAAP basis, which excludes purchased software and intangibles, amortization, restructuring and other costs, the company reported third quarter operating expenses of $800.0 million, up 1.0% from the $791.0 million reported in the prior year period. Excluding the negative impact of currency, non-GAAP operating expenses were down 3.0% year-over-year. In the third quarter, non-GAAP operating income was $300.0 million, up 42.0% from the prior year period and representing a non-GAAP operating margin of 27.0% a 6 percentage point improvement from the third quarter of fiscal year 2007. Capital Structure The balance of cash, cash equivalents and marketable securities at Dec. 31, 2007, was $2.08 billion. With $2.57 billion in total debt outstanding, the company has a net debt position of $497.0 million. Balance Sheet At Dec. 31, 2007, the company's consolidated balance sheet showed $10.14 billion in total assets, $6.46 billion in total liabilities, and $3.68 billion in total stockholders' equity. The company's consolidated balance sheet at Dec. 31, 2007, also showed strained liquidity with $2.89 billion in total current assets available to pay $3.42 billion in total current liabilities. About CA Headquartered in Islandia, New York, CA Inc. (NYSE: CA) -- http://www.ca.com/-- is an independent software company that provides software solutions to unify and simplify IT management. Founded in 1976, CA serves customers in virtually every country in the world. * * * As reported in the Troubled Company Reporter on Dec. 19, 2007, Fitch Ratings affirmed the ratings of CA Inc., including the company's "BB+' Issuer Default Rating. Additionally, Fitch has revised the Rating Outlook on CA to Stable from Negative. CALPINE CORP: S&P Assigns 'B' Corp. Rating Upon Chapter 11 Exit --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to San Jose, California-headquartered power company Calpine Corp. following the company's emergence from bankruptcy Chapter 11 filing on Jan. 31, 2008. The outlook is stable. Standard & Poor's also assigned its 'B+' rating (one notch higher than the corporate credit rating) and '2' recovery rating to Calpine's $7.3 billion senior secured facility, indicating the expectation of substantial recovery (70%-90%) in event of a payment default. This facility consists of a $6.0 billion term loan, a $300 million bridge loan, and a $1 billion revolving credit facility. Calpine's 'B' corporate credit rating reflects these weaknesses: -- Calpine is highly levered and its cash flows remain extremely vulnerable to gas price volatility. -- Ongoing cash collateral requirements could hinder Calpine's ability to expand, and impair its business strategy if liquidity becomes an issue. -- Other regions of the country, especially the Southeast, continue to have substantial surplus capacity, and consequently, poor cash flow prospects. -- Entry of substantial base load generation, especially in Texas, could hurt dispatch profile and gross margins. -- High hydro conditions will likely lead to lower power prices in California. These are the offsetting strengths: -- Calpine owns 7% of the capacity in California and nearly 10% of the capacity in the Electric Reliability Council of Texas -two heavily gas-driven markets that are expected to remain so. -- Calpine's fleet is new, has heat rates of about 7,000 BTU per kilowatt-hour (BTU/kWh), and will be among the first gas- fired plants to dispatch in any region. Accordingly, it has strong operating characteristics. -- Improving merchant market fundamentals in many regions of the country and difficulty in permitting new coal plants augur well for cash flow over the next few years. -- Regional capacity markets, such as the ones in the New England Power Pool and the Pennsylvania New Jersey Maryland Interconnection, may provide additional revenue stability. -- Potential carbon legislation could significantly aid clean gas-fired capacity such as owned by Calpine. -- A hedging program that seeks to contract a high proportion of its margins over the upcoming two years will provide for some cash flow stability. CAPELLA HEALTHCARE: Moody's Keeps B2 Corporate Family Rating ------------------------------------------------------------ Moody's confirmed Capella Healthcare, Inc.'s Corporate Family Rating of B2, concluding the ratings review that was initiated on Nov. 27, 2007. The ratings review was initiated following the announcement that Capella would acquire nine hospitals from Community Health Systems, Inc. for approximately $315 million. Moody's also assigned new ratings to the proposed first and second lien credit facilities. Along with an additional equity contribution from management and the company's financial sponsor, GTCR Golder Rauner LLC, the proceeds of the new credit facilities are expected to be used to fund the acquisition and repay Capella's existing debt. Moody's expects to withdraw the ratings of the existing debt upon the close of the transaction. The ratings outlook is stable. The ratings continue to be constrained by the acquisitive nature of the company and the significant execution and integration risk associated with the transformational nature of the currently proposed transaction. Moody's believes these risks are magnified by the high pro forma financial leverage of the company, which Moody's estimates at roughly 6.0 times unadjusted or 7.0 times including Moody's adjustments. The ratings also incorporate broader hospital industry headwinds such as increasing bad debt expense and increasing competition for patient volumes. The confirmation of the B2 Corporate Family Rating acknowledges the considerable increase in scale and diversity resulting from the proposed acquisition and the company's track record of improving operations at acquired facilities. In addition, the ratings are supported by the good strategic fit of the new assets into Capella's operating model and Moody's belief that Capella's senior management should have good familiarity with a number of the new hospitals. The stable outlook is predicated on Moody's expectation that the company will experience no significant disruptions from the execution of the proposed acquisition and that Capella will take a disciplined approach to future acquisitions during the integration period. The stable outlook is also predicated on the company's maintenance of adequate liquidity, including at least modestly positive free cash flow and moderate cushion on covenant levels. Summary of Moody's Actions Ratings Confirmed: -- Corporate Family Rating, B2 -- Probability of Default Rating, B2 Ratings Assigned: -- $45 million senior secured revolver due 2014, B1 (LGD3, 32%) -- $312 million first lien term loan due 2015, B1 (LGD3, 32%) -- $178 million second lien term loan due 2016, Caa1 (LGD6, 95%) Ratings confirmed to be withdrawn at close: -- $40 million senior secured revolver due 2011, (B1, LGD3, 39%) -- $171 million first lien term loan due 2012 (B1, LGD3, 39%) -- $72 million second lien term loan due 2013 (Caa1, LGD5, 78%) Headquartered in Brentwood, Tennessee, Capella is an owner and operator of non-urban hospitals. Following the proposed acquisition of hospitals from Community, Capella will operate fourteen acute care hospitals in seven states. For the twelve months ended Dec. 31, 2007, Moody's estimates the pro forma entity would have generated revenues of approximately $760 million. CAPELLA HEALTHCARE: S&P Keeps B Corp Rating Due to Operating Risks ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings, including the 'B' corporate credit rating, on Capella Healthcare Inc. The outlook is stable. At the same time, Standard & Poor's assigned its bank loan and recovery ratings to Franklin, Tennessee-based Capella's secured financing. The company's proposed senior secured first-lien facilities, consisting of a $312 million term loan B and a $45 million revolving credit facility, are rated 'BB-' (two notches above the corporate credit rating), with a recovery rating of '1', indicating the expectation for very high (90% to 100%) recovery in the event of a payment default. Capella's proposed $178 million senior secured second-lien term loan C is rated 'CCC+' (two notches lower than the corporate credit rating), with a recovery rating of '6', indicating the expectation for negligible (0% to 10%) recovery in the event of a payment default. The debt is being used to refinance existing debt and to finance the acquisition of nine hospitals from Community Health Systems Inc. When the acquisition closes (expected by the end of the first quarter of 2008), Capella will operate 14 hospitals in seven states. Although the transaction improves the diversity of the company's hospital portfolio and reduces its revenue concentration, management will remain challenged to integrate such a large transaction that more than doubles its size. "The low speculative-grade ratings on Capella continue to reflect the numerous risks the company's experienced management team faces in operating a fairly small hospital company with a short record of success, having been founded in 2005," said Standard & Poor's credit analyst David Peknay. CHARLES THOMAS: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Charles Thomas Hill PO Box 290064 Nashville, TN 37229 Bankruptcy Case No.: 08-00867 Chapter 11 Petition Date: February 1, 2008 Court: Middle District of Tennessee (Nashville) Debtor's Counsel: Steven L. Lefkovitz Law Offices Lefkovitz & Lefkovitz 618 Church St. Ste. 410 Nashville, TN 37219 Tel: 615 256-8300 Total Assets: $1,165,050 Total Debts: $1,945,451 Debtor's list of its 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wilshire Credit Corp. real estate: $1,096,133 Attn. Bankruptcy Dept. value of P.O. Box 1650 security: Portland, OR 97207 $1,095,100 M & I Bank $500,000 American Education Services P.O. Box 2461 Harrisburg, PA 17105 $184,434 Internal Revenue Service $50,777 Mercedes Benz Fin. automobile; $41,930 value of security: $39.750 GMAC automobile; $21,493 value of security: $20,500 Capital One $12,148 Regions Fin. Corp. Alliance One $11,576 Williamson Co. Trustee $7,177 Regions Bank $7,000 HSBC Card Services $4,699 LaurelBrooke Homeowners real estate; $3,440 value of security: $1,095,100; value of senior lien: $1,096,133 Dell Financial Services computer $2,701 equipment; value of security: $300 US Bank $997 Regions Fin. Corp. $572 TN Orthopedic Alliance $302 Regions Fin. Corp. $71 CHRYSLER LLC: Inks Interim Pact w/ Chrysler; Operations Continue ---------------------------------------------------------------- Chrysler LLC and Plastech Engineered Products Inc. and its debtor- affiliates have reached an agreement that ends the idling of Chrysler plants as a result of a dispute, Terry Kosdrosky of the Wall Street Journal reports. Pursuant to an interim agreement reached yesterday noon, Plastech resumed its shipment of car parts and components to Chrysler, which enabled the auto maker to resume its plant operations. The arrangement will continue until February 15, says WSJ. The temporary disruption was caused by a tooling dispute over the parties, with Chrysler attempting to grab its tooling equipment over at Plastech's plants and transfer them to other suppliers so its operations would not suffer. Chrysler sued Plastech in Court LLC, seeking a declaration that it has the right to immediate possession of a number of tools used by Plastech. The tools are used by Plastech to manufacture component parts it supplies to Chrysler. Chrysler asserts that, pursuant to certain prepetition agreements, it possesses: (a) unconditional and exclusive ownership interest in all the tools Plastech uses in manufacturing component parts for Chrysler; and (b) unconditional right to possess the tools immediately. Michael C. Hammer, Esq., at Dickinson Wright PLLC, in Detroit, Michigan, notes that Plastech is insolvent and is no longer able to meet the production requirements of Chrysler. Mr. Hammer asserts that if Chrysler does not transfer production of its parts to an alternate supplier, the company will lose production of approximately 500 end-item parts resulting to: -- a halt of the production of its entire corporate fleet of vehicles, which amounts to approximately 2,300,000 vehicles; -- idling of at least 14 plants; and -- the lay off of associated workers for an undetermined period of time. Chrysler has been blamed for Plastech's bankruptcy. Frank Merola, Esq., counsel for the second lien lenders in the Debtors' Chapter 11 cases, told the Honorable Phillip Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan that Chrysler's "precipitous" actions caused them to file for bankruptcy, WSJ relates. Chrysler strongly denied this assertion. Judge Shefferly, who commented that the agreement was a "sensible thing", has set February 13 to hear the parties' dispute, WSJ reports. About Plastech Engineering Based in Dearborn, Michigan, Plastech Engineered Products, Inc. -- http://www.plastecheng.com/-- is full-service automotive supplier of interior, exterior and underhood components. It designs and manufactures blow-molded and injection-molded plastic products primarily for the automotive industry. Plastech's products include automotive interior trim, underhood components, bumper and other exterior components, and cockpit modules. Plastech's major customers are General Motors, Ford Motor Company, and Toyota, as well as Johnson Controls, Inc. Plastech is a privately held company and is the largest family- owned company in the state of Michigan. The company is certified as a Minority Business Enterprise by the state of Michigan. Plastech maintains more than 35 manufacturing facilities in the midwestern and southern United States. The company's products are sold through an in-house sales force. The company and eight of its affiliates filed for Chapter 11 protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08- 42417). Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C., represent the Debtors in their restructuring efforts. The Debtors chose Jones Day as their special corporate and litigation counsel. Lazard Freres & Co. LLC serves as the Debtors' investment bankers, while Conway, MacKenzie & Dunleavy provide financial advisory services. The Debtors also employed Donlin, Recano & Company as their claims and noticing agent. As of Dec. 31, 2006, the company's books and records reflected assets totaling $729,000,000 and total liabilities of $695,000,000. About Chrysler LLC Based in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- a unit of Cerberus Capital Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan and Australia. * * * As reported in the Troubled Company Reporter on Nov. 12, 2007, Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Chrysler LLC and DaimlerChrysler Financial Services Americas LLC and removed it from CreditWatch with positive implications, where it was placed Sept. 26, 2007. S&P said the outlook is negative. CHRYSLER LLC: Wants Court to Lift Stay in Order to Recover Tooling ------------------------------------------------------------------ Chrysler LLC, Chrysler Motors Company LLC, and Chrysler Canada Inc., ask the U.S. Bankruptcy Court for the Eastern District of Michigan to promptly lift the automatic stay to allow them to recover certain tooling from Plastech Engineered Products, Inc. and its debtor-affiliates, in accordance with the terms of their prior agreements with the Debtors and an order by the Wayne County Circuit Court. Chrysler intends to remove the tooling from certain Plastech plants and transfer production of component parts to alternate suppliers so as to avoid hampering its operations. Michael C. Hammer, Esq., at Dickinson Wright PLLC, in Detroit, Michigan, relates that Plastech provided Chrysler with numerous component parts, including door panels, floor consoles and engine covers. Chrysler utilizes the component parts in its manufacture of virtually all lines of Chrysler, Dodge and Jeep vehicles -- approximately 2,300,000 vehicles per year. The Debtor supplies approximately 500 end item part numbers to Chrysler, with the number becoming even greater if color of parts is separated. Each of those parts has at least one, and usually more, Tools or items of Tooling associated with it. Component parts provided by Plastech are used at Chrysler's assembly plants in the United States, Canada and Mexico. In addition, the Debtor's parts are used in Chrysler's various engine plants and in various vehicle kits that are sent to international locations for assembly. The Debtor utilizes certain specialized tooling in the manufacture of the Parts for Chrysler. Some of this Tooling was manufactured by the Debtor pursuant to tooling purchase orders issued by Chrysler. Other Tooling was provided to the Debtor by Chrysler. The Debtor's supply of the Parts to Chrysler is governed by supply agreements: (a) Chrysler's Production Purchasing General Terms and Conditions, (b) individual Purchase Orders, (c) a Financial Accommodation Agreement dated Feb. 12, 2007, (d) a Second Financial Accommodation Agreement dated January 22, 2008, and (e) an Amended Long Term Productivity Agreement dated Feb. 12, 2007. In early 2007, as a result of the Debtor's ongoing financial struggles, Chrysler and various other customers of the Debtor entered into the Accommodation Agreement, under which they provided the Debtor with financial accommodations totaling $46,000,000, so that Plastech could continue to operate and supply parts to Chrysler and its other customers. Chrysler and certain of its affiliates provided $6,900,000 of the financial accommodations to the Debtor. In exchange for the material financial accommodations provided by Chrysler, the Debtor agreed to these terms: -- The Tooling, i.e. all tooling, dies, test and assembly fixtures, jigs, gauges, patterns, casting patterns, cavities, molds, and documentation, together with any accessions, attachments, parts, accessories, substitutions replacements and appurtenances thereto used by Plastech in connection with manufacture of component and service parts for Chrysler is owned by Chrysler. -- Chrysler will have the right to take immediate possession of the Tooling at any time without payment of any kind should it elect to exercise that right. -- In the event of a dispute between the parties over whether any Tooling is owned by Chrysler, the Tooling will be presumed to be owned by Chrysler pending resolution of the dispute. After execution of the Accommodation Agreement, the Debtor advised Chrysler that it was again facing additional financial crises that would cause an interruption in the production of component parts unless Chrysler provided Plastech additional financial accommodations. In order to obtain continued production of Parts from the Debtor, Chrysler and various other customers of the Debtor entered into the Second Accommodation Agreement on Jan. 22, 2008. Under the terms of the Second Agreement, Chrysler agreed to pay the Debtor $10,700,000 than required by the then existing Supply Agreements. In total, and with the additional financial accommodations provided to the Debtor by Chrysler and other customers, the Debtor received $40,000,000 in accelerated payments pursuant to the terms of the Second Accommodation Agreement. In return for the financial accommodations provided by Chrysler under the Second Accommodation Agreement, the Debtor agreed to continue to supply component parts to Chrysler in accordance with the POs, and expressly again acknowledged and affirmed all of the terms and conditions of the Accommodation Agreement relating to Tooling. Notwithstanding the material financial accommodations, the Debtor defaulted on its obligations under the Supply Agreements, and made extraordinary economic demands of Chrysler, Mr. Hammer tells the Bankruptcy Court. Accordingly, Chrysler determined that it was necessary to take immediate possession of the Tooling, so as to resource production of component parts used to be manufactured by Plastech. On Feb. 1, 2008, Chrysler terminated its POs, and other relevant contracts with the Debtor and demanded that the Debtor deliver immediate possession of all of the Tooling to Chrysler. The Debtor did not comply with Chrysler's request. Chrysler thus began commencing actions against the Debtor in the various jurisdictions in which the Tooling is located, including Canada, seeking appropriate orders of injunctive relief from the various state courts permitting Chrysler to immediate possession of the Tooling. On Feb. 1, 2008, Chrysler obtained an order of possession from the Wayne County Circuit Court. The Circuit Court Order required the Debtor to allow Chrysler immediate and continuing access to all of its plants at which any of the Tooling was located, so that Chrysler could immediately take possession of the Tooling. Chrysler mobilized teams of trucks on the afternoon of February 1, and sent them to the Debtor's Michigan locations to retrieve Tooling. As the teams were in the process of entering the Debtor's facilities, the Debtor filed sought Chapter 11 protection and advised Chrysler's counsel of that petition. The ongoing prosecution of the State Court Actions and the enforcement of the State Court Orders were each stayed by virtue of the Debtor's Chapter 11 petition, and Chrysler accordingly notified its teams to stand down and leave the Debtor's premises without Chrysler's Tooling. Mr. Hammer avers that the Debtor, now clearly using the automatic stay as a sword, seeks to delay Chrysler from obtaining the Tooling, assumingly in hopes of extracting additional financial accommodations. The Debtor has discontinued production of the Parts, having already breached the Supply Agreements, and Chrysler has no duty or obligation to provide the accommodations, he adds. Chrysler believes that the Debtor will continue to refuse to release the Tooling, while at the same time halting production of the Part, thus creating tremendous jeopardy to Chrysler. Accordingly, it is necessary that Chrysler receive immediate relief from the automatic stay, and that the Court order the Debtor to immediately cooperate with Chrysler in its repossession of Chrysler's Tooling, Mr. Hammer argues. He asserts that immediate relief is required so that Chrysler can gain immediate possession of the Tooling and begin production with alternate suppliers, so as to avoid mounting damage claims. Mr. Hammer explains that Chrysler's damages are existing and ongoing, as two Chrysler assembly plants have already been forced to shut down as a result of the Debtor's failure to provide Parts. Mr. Hammer also notes that the Tooling is, without question, the sole and exclusive property of Chrysler. Accordingly, the automatic stay does not apply, and the Court should order the Debtor to facilitate delivery of the Tooling to Chrysler, he asserts. Even if the automatic stay does apply, "cause" exists to lift the stay, Mr. Hammer contends. "Because the Debtor has no ownership rights in the Tooling one way or the other, by definition, the Debtor has no equity in the Tooling," he asserts. If the automatic stay is not terminated so that Chrysler can complete the process of taking possession of the Tooling, Chrysler will continue to suffer material damage as additional assembly plants close, Mr. Hammer avers. "Such damages will far outweighing any possible detriment to the Debtor." About Plastech Engineering Based in Dearborn, Michigan, Plastech Engineered Products, Inc. -- http://www.plastecheng.com/-- is full-service automotive supplier of interior, exterior and underhood components. It designs and manufactures blow-molded and injection-molded plastic products primarily for the automotive industry. Plastech's products include automotive interior trim, underhood components, bumper and other exterior components, and cockpit modules. Plastech's major customers are General Motors, Ford Motor Company, and Toyota, as well as Johnson Controls, Inc. Plastech is a privately held company and is the largest family- owned company in the state of Michigan. The company is certified as a Minority Business Enterprise by the state of Michigan. Plastech maintains more than 35 manufacturing facilities in the midwestern and southern United States. The company's products are sold through an in-house sales force. The company and eight of its affiliates filed for Chapter 11 protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08- 42417). Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C., represent the Debtors in their restructuring efforts. The Debtors chose Jones Day as their special corporate and litigation counsel. Lazard Freres & Co. LLC serves as the Debtors' investment bankers, while Conway, MacKenzie & Dunleavy provide financial advisory services. The Debtors also employed Donlin, Recano & Company as their claims and noticing agent. As of Dec. 31, 2006, the company's books and records reflected assets totaling $729,000,000 and total liabilities of $695,000,000. (Plastech Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) About Chrysler LLC Based in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- a unit of Cerberus Capital Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan and Australia. * * * As reported in the Troubled Company Reporter on Nov. 12, 2007, Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Chrysler LLC and DaimlerChrysler Financial Services Americas LLC and removed it from CreditWatch with positive implications, where it was placed Sept. 26, 2007. S&P said the outlook is negative. CHIQUITA BRANDS: 7-1/2% Noteholders Approve Indenture Amendments ---------------------------------------------------------------- Chiquita Brands International Inc. disclosed that as of 5:00 p.m., New York City time, on Feb. 4, 2008, the requisite number of consents had been received from the holders of its 7-1/2% senior notes due 2014 to amend provisions in the indenture governing the Notes regarding the company's ability to incur certain liens. The consent solicitation was undertaken in connection with a proposed refinancing of the company's senior credit facility which is intended to lower interest expense, extend maturities and add additional covenant flexibility. Consents may no longer be revoked, except as set forth in the Consent Solicitation Statement. The consent solicitation expired at 5:00 p.m., New York City time, on Monday, Feb. 4, 2008. The company offered a consent fee of $20.00 per $1,000 principal amount of Notes to each holder of record as of Jan. 25, 2008, who delivered a valid consent prior to the Expiration Time. The company's obligation to pay the consent fee is conditioned, among other things, on the consummation of a senior unsecured convertible notes transaction raising gross proceeds of not less than $125 million on or before Feb. 15, 2008, and other conditions. The company also has entered into a fully underwritten commitment with Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A., "Rabobank Nederland," New York branch to refinance the company's existing $200 million revolving credit facility and a portion of the company's existing $326 million Term Loan C. Pursuant to the terms of the commitment letter and subject to certain other conditions, Rabobank committed to provide a six-year $200 million senior secured revolving credit facility and a six- year $200 million senior secured term loan facility to the company. The ultimate size of the new credit facilities may be less than the committed amounts. The agreement governing the new credit facilities would contain two material financial maintenance covenants, an operating company leverage ratio and a fixed charge coverage ratio, both of which will be set at levels that provide significant added flexibility. The holding company leverage covenant that is part of the existing senior secured facility would not be part of the new facility. Funding of the new credit facilities is subject to the issuance of $150 million aggregate principal amount of senior unsecured convertible notes, which would reduce the Term Loan C so that the remaining balance could be refinanced with the new term loan and the negotiation, execution and delivery of definitive documentation for the new credit facilities, among other conditions. About Chiquita Brands International Inc. Cincinnati, Ohio-based Chiquita Brands International, Inc. (NYSE: CQB) -- http://www.chiquita.com/-- markets and distributes fresh food products including bananas and nutritious blends of green salads. The company markets its products under the Chiquita(R) and Fresh Express(R) premium brands and other related trademarks. Chiquita employs approximately 25,000 people operating in more than 70 countries worldwide, including Belgium, Columbia, Germany, Panama, Philippines, among others. * * * Chiquita Brands International Inc. continues to carry Moody's Investors Service's B3 long term corporate family and Caa2 senior unsecured debt ratings which were placed on Nov. 6, 2006. The outlook is negative. CHIQUITA BRANDS: Mulls Offering $150 Mil. of Conv. Senior Notes --------------------------------------------------------------- Chiquita Brands International Inc. intends to offer, subject to market and other conditions, a new issue of $150 million of Convertible Senior Notes due 2016 under the company's existing shelf registration statement. The Notes will be unsecured unsubordinated obligations of the company and will be convertible under specified circumstances. The company intends to use the net proceeds from the offering to repay a portion of the outstanding amounts under the Term Loan C of the company's senior secured credit facility. Goldman, Sachs & Co. and Morgan Stanley & Co. are the joint book-running managers for the offering. A prospectus relating to the offering may be obtained from: Goldman, Sachs & Co. Prospectus Department, 85 Broad Street New York, NY 10004 Fax (212) 902-9316 Email prospectus-ny@ny.email.gs.com. A prospectus may also be obtained from: Morgan Stanley & Co. Prospectus Department 180 Varick Street New York, NY 10014 Tel 1-866-718-1649 Email prospectus@morganstanley.com. About Chiquita Brands International Inc. Cincinnati, Ohio-based Chiquita Brands International, Inc. (NYSE: CQB) -- http://www.chiquita.com/-- markets and distributes fresh food products including bananas and nutritious blends of green salads. The company markets its products under the Chiquita(R) and Fresh Express(R) premium brands and other related trademarks. Chiquita employs approximately 25,000 people operating in more than 70 countries worldwide, including Belgium, Columbia, Germany, Panama, Philippines, among others. * * * Chiquita Brands International Inc. continues to carry Moody's Investors Service's B3 long term corporate family and Caa2 senior unsecured debt ratings which were placed on Nov. 6, 2006. The outlook is negative. CHRISTOPHER BALL: Case Summary & 15 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Christopher Andrew Ball 1802 Joshua Drive Lawrenceville, GA 30045 Bankruptcy Case No.: 08-61879 Chapter 11 Petition Date: February 3, 2008 Court: Northern District of Georgia (Atlanta) Debtor's Counsel: M. Denise Dotson, Esq. Jones & Walden, LLC 21 Eighth Street, Northeast Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 Estimated Assets: $100,000 to $500,000 Estimated Debts: $1 Million to $10 Million Debtor's list of its 15 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ ------------ --------- Marilyn Madison Stock in Jimway $900,000 2010 Sturbridge Lane ($10 secured) Buford, GA 30519 Child Supprot of $136,000 $4,000 per month until children graduate ot turn 18 once oldest child graduate or turns 18 the child support obligation is reduced Obligation to $20,000 satisfy ex-wife's attorney's fees under divorce decree Internal Revenue Service Taxes $100,000 P.O. Box 9013 Holtsville, NY 11742 American Express Litigation 06C- $17,000 19993-4, 06C-12618-4 Litigation Case No. $17,000 07C-01301-3 Bank of America Credit Card - $33,751 Litigation pending Civil Action File No. 08C-00214-3 GMAC 2007 Chevy Tahoe $24,000 ($20,000 secured) Georgia Department of Revenue Residence $14,773 ($460,000 secured) (4450,000 senior lien) Arrow Financial Services GE Money Bank $10,011 HFC Financial Corp Credit Card $9,480 Chase Credit Card $8,125 Apex Financial Management LLC Credit Card $7,536 Encore Receivable Management Providian $7,536 Alliance One Receivables Mgt Credit Card $7,422 LTD Financial Sevices LP Home Depot Account $6,707 Citibank USA $524 Credit Card Jared Credit Card $3,149 Frank O. Hemdrick, III $2,824 COBITCO INC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Cobitco, Inc. 620 Spirit of St. Louis Blvd. Chesterfield, MO 63005 Bankruptcy Case No.: 08-40733 Type of Business: The Debtor manufactures liquid and aerosol cleaners, disinfectants, maintenance, automotive and personal care products. See http://www.cobitcoinc.com/ Chapter 11 Petition Date: January 4, 2008 Court: Eastern District of Missouri (St. Louis) Judge: Charles E. Rendlen III Debtor's Counsel: William E. Cooper, Esq. 620 Spirit of St. Louis Boulevard Chesterfield, MO 63005 Tel: (314) 581-4091 Total Assets: $11,055,000 Total Debts: $11,103,000 The Debtor did not file a list of its largest unsecured creditors. COUNTRYWIDE FIN'L: Sanctioned by Court for Violating Bankr. Rules ----------------------------------------------------------------- The Honorable Jim Pappas of the U.S. Bankruptcy Court for the District of Idaho sanctioned Countrywide Financial Corp. for not following Court rules, Amir Efrati of the Wall Street Journal reports. According to the Journal, Judge Pappas fined $2,250 to two Countrywide subsidiaries for: a) not responding to borrowers who requested for documents; and b) failing to show up at depositions in Countrywide's lawsuit where the company was accused of trying to foreclose on home loans. Jason and Ginger Scott of Twin Falls, Idaho, who obtained a house loan from the company, said that Countrywide continued to collect payments on their mortgage, thereby violating bankruptcy rules, the Journal relates. "[The company] has procedures designed to ensure prompt notification of any bankruptcy, as well as procedures to proactively search bankruptcy dockets nationwide to identify new filings that may affect its portfolio. As to the Scott case, we are not in a position to comment on pending litigation matters," the Journal quotes company representatives in a statement. About Countrywide Financial Based in Calabasas, California, Countrywide Financial Corporation (NYSE: CFC) -- http://www.countrywide.com/-- is a diversified financial services provider and a member of the S&P 500, Forbes 2000 and Fortune 500. Through its family of companies, Countrywide originates, purchases, securitizes, sells, and services residential and commercial loans; provides loan closing services such as credit reports, appraisals and flood determinations; offers banking services which include depository and home loan products; conducts fixed income securities underwriting and trading activities; provides property, life and casualty insurance; and manages a captive mortgage reinsurance company. * * * As reported in the Troubled Company Reporter on Jan. 15, 2008, Moody's placed the ratings of Countrywide Financial Corporation and its subsidiaries under review for upgrade. CFC and Countrywide Home Loans senior debt is rated Baa3 and short-term debt is rated Prime-3. Countrywide Bank FSB's bank financial strength rating is C-, deposits are rated Baa1 and short-term debt Prime-2. All long and short-term ratings are placed under review for possible upgrade. CROSSWINDS AT LONE STAR: Case Summary & 20 Largest Creditors ------------------------------------------------------------ Debtor: Crosswinds at Lone Star Ranch 1000, Ltd. 41050 Vincent Court Novi, MI 48375 Bankruptcy Case No.: 08-40262 Type of Business: The Debtor owns and develops real estate. Chapter 11 Petition Date: February 4, 2008 Court: Eastern District of Texas (Sherman) Judge: Brenda T. Rhoades Debtor's Counsel: Frank J. Wright, Esq. Wright, Ginsberg & Brusilow P.C. 600 Signature Place 14755 Preston Road Dallas, TX 75254 Tel: (972) 788-1600 Total Assets: $115,000,000 Total Debts: $79,100,000 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ L.H. Lacy Company Ltd. Trade $1,011,130 P.O. Box 541297 Dallas, TX 75354 Tel: (214) 357-0146 Fax: (214) 350-0662 Huitt-Zollars, Inc. Trade $532,226 P.O. Box 191294 Dallas, TX 75219 Tel: (214) 871-3311 Fax: (214) 303-0923 T.B.G. Partners Trade $388,052 901 South Mopac, Building 2 Suite 350 Austin, TX 78746 Tel: (512) 327-1011 J.L. Myers Co. Trade $283,393 8325 Forney Road Dallas, TX 75227 Tel: (972) 388-7407 Fax: (972) 563-8865 Furgo Consultants, L.P. Trade $187,544 P.O. Box 200559 Houston, TX 77216 Tel: (972) 484-8301 Fax: (972) 620-7328 C.B.S. Outdoor Trade $150,466 P.O. Box 33074 Newark, NJ 07188 Tel: (973) 575-6900 Fax: (973) 801-8316 Irri Tech of Texas, L.L.C. Trade $121,151 12650 Schroeder Road Dallas, TX 75243 Tel: (972) 231-5151 Fax: (972) 231-5172 Clear Channel Outdoor Trade $81,500 P.O. Box 847247 Dallas, TX 75284 Tel: (817) 640-4550 Fax: (817) 649-0536 Trinity C.W. Development, L.P. Trade $75,000 7102 Claren Court Dallas, TX 75252 Tel: (214) 763-4722 Herschel Forester & Co. Trade $61,000 4445 Alpha Road, Suite 116 Dallas, TX 75244 Tel: (972) 661-1614 Fax: (972) 661-1647 Anderson, Hanson & Blanton Trade $34,813 15851 North Dallas Parkway, Suite 530 Addison, TX 75001 Tel: (972) 991-8871 Fax: (972) 490-5194 Jon Minyard Fine Arts Trade $30,873 2834 Vacherie Lane Dallas, TX 75227 Tel: (214) 388-1690 Fax: (214) 388-1695 Higier, Allen & Lautin, P.C. Trade $26,370 15851 Dallas Parkway, Suite 1001 Addison, TX 75001 Tel: (972) 716-1888 Fax: (972) 716-1899 Roger Davis Construction Trade $21,284 Service P.O. Box 944 Azle, TX 76098 Tel: (817) 320-2754 Wild H. Cattle Co., Inc. Trade $18,701 Attn: Heath Campbell P.O. Box 1132 Frisco, TX 75034 Tel: (214) 773-9905 Crosswinds National, L.L.C. Trade $18,570 41050 Vincenti Court Novi, MI 48375 Tel: (248) 615-1313 Fax: (248) 615-4129 Clements Allen Wood & Margolis Trade $17,109 15303 Dallas Parkway, Suite 1050 Addison, TX 75001 Tel: (972) 991-2600 Fax: (972) 991-2601 A.I.C.C.O., Inc. Trade $11,907 P.O. Box 73095 Chicago, IL 60673-7095 Fax: (919) 234-2760 Tel: 1-877-615-4242 Senn Visciano Kirschenbaum Trade $8,123 Merrick, P.C. 1801 California Street, Suite 4300 Denver, CO 80202 Tel: (303) 298-1122 Fax: (303) 296-9101 Winstead, P.C. Trade $7,860 5400 Renaissance Tower Dallas, TX 75270 Fax: (214) 745-5390 Tel: (214) 745-5400 DAN EASTERLING: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------- Debtors: Dan A. Easterling, III aka Dan Allen Easterling, III aka Danny Easterling aka Daniel Allen Easterling, III Elizabeth Easterling aka Elizabeth T. Easterling 1124 Sunset Lane Gulf Breeze, FL 32563-3346 Bankruptcy Case No.: 08-10156 Chapter 11 Petition Date: February 1, 2008 Court: Middle District of Alabama (Dothan) Judge: Dwight H. Williams Jr. Debtors' Counsel: Collier H. Espy, Jr., Esq. Espy, Metcalf & Espy, P.C. P.O. Drawer 6504 Dothan, AL 36302-6504 Tel: (334) 793-6288 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtors' list of their 18 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ ------------ --------- Banktrust Florida Residence at 8320 $825,166 7700 US Highway 98 West Surf drive, Panama Santa Rosa Beaxh, FL 32459 City Beach, Bay County, FL American Express Credit Card $37,520 Customer Service P.O. Box 297804 Fort Lauderdale, FL 33329-4-7804 Park Promenade Jewelers Charge Account $16,722 c/o Recovery's Unlimited Inc. P.O. Box 1357 Melville, NY 11747 Chase Credit Credit Card $16,272 Citibank Credit Card $9,875 Nationwide Credit Inc. $9,578 Robert McLure, Tax Collector Ad valorem property $7,922 taxes on 1124 Sunset Lane, Gulf Breeze, FL Peggy C. Brannon, Tax Collector Ad valorem property $4,300 taxes on 8408 Surf Drive PCB, FL Jonna J. Williams Child support arrears $4,292 Teresa Webb Child Support arrears $3,375 Lockling Insurance Agency $3,374 Bristol West Insurance Group $1,063 Dillard National Bank Revolving account $1,020 Citizens Property Ins. Re: 8318 Surf Drive $1,018 PCB, FL Gulf Breeze Electric Co Inc. Electrical wiring $849 services Belk Revolving account $699 Pediatric Assocaites, P.A. $485 Woodfin Cabassa $469 DB ATLANTA: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: D.B. Atlanta, L.L.C. 501 Continental Plaza 3250 Mary Street, Suite 501 Miami, FL 33133 Bankruptcy Case No.: 08-11293 Chapter 11 Petition Date: February 4, 2008 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Robert A. Mark Debtor's Counsel: James H. Fierberg, Esq. Berger Singerman, P.A. 200 South Biscayne Boulevard, Suite #1000 Miami, FL 33131 Tel: (305) 755-9500 Fax: (305) 714-4340 Estimated Assets: $10 to $50 Million Estimated Debts: $10 to $50 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ M.R. Beal & Co., L.P. $350,000 110 Wall Street, 6th Floor New York, NY 10005 City of College Park $80,975 P.O. Box 87137 Atlanta, GA 30337 Kelco Management & $67,515 Development, Inc. 1020 Oriental Gardens Road Jacksonville, FL 32207-4242 United Healthcare of Georgia $26,005 City of College Park $21,731 Choice Hotels International $19,124 Gas South $15,544 Sysco Food Services of Atlanta $14,480 Alamo Leasing $412,365 McKenna Long & Aldridge $9,393 Petty Cash $8,515 Lodgenet Entertainment Corp. $6,561 Onity, Inc. $5,507 Atlanta Convention & Visotors $4,663 Bureau U.S. Security Associates, Inc. $4,282 Saviou Audio Visual $3,884 Atlantis Hospitality Group $2,550 Michael's Lawn Care $2,400 Hotel Resources $2,300 Don Miller $2,219 DUNMORE HOMES: Asks Court to Establish March 14 Claims Bar Date --------------------------------------------------------------- According to Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York, Dunmore Homes Inc., and the Official Committee of Unsecured Creditors appointed in Debtor's bankruptcy case, have been working diligently to expedite the administration of the Debtor's bankruptcy case. She relates that the Debtor and the Committee were preparing a motion asking the U.S. Bankruptcy Court for the Southern District of New York to establish a 25-day notice period for filing proofs of claim. However, the case venue was transferred to the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, before the parties could file their motion and before a bar date notice was mailed to the Debtor's creditors. As a result of the venue transfer, under Local Bankruptcy Rule 3003-1, the deadline for creditors to file proofs of claim in the Debtor's case will be April 10, 2008, unless otherwise ordered by the Court. Local Rule 3303-1 provides that unless the court for cause has shown orders otherwise, the cutoff date for filing unscheduled claims or claims scheduled as disputed, contingent, or unliquidated in a chapter 11 case will be the date of the order approving a disclosure statement. Ms. Grassgreen contends that while the April 10 deadline would have typically been noticed to creditors in connection with a notice of commencement, it was not so in the Debtor's case because the procedures in the Bankruptcy Court for the Southern District of New York are different. Thus, he maintains, it is necessary to set a claims bar date and serve notice of that deadline upon all creditors and parties in interest. By this motion, the Debtor and the Committee ask the Hon. McManus of the U.S. Bankruptcy Court for the Eastern District of California to establish March 14, 2008, as the general bar date for creditors to file proofs of claim in the Debtor's case. The General Bar Date applies to all types of claims against the Debtor that arose before the Petition Date, including secured claims, unsecured priority claims, unsecured non priority claims and claims filed by governmental units. Ms. Grassgreen asserts that shortening the time for filing proofs of claim to March 14 avoids unnecessary depletion of the Debtor's limited resources. She also notes that the passage of time and the costs of administering the case may result in a lower net recovery for creditors. Proofs of claim together with any accompanying documentation required by Bankruptcy Rule 3001 must be filed by standard ail, overnight courier or hand delivery so as to be received on or before March 14 at: Dunmore Homes Claims Processing Center c/o Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 Tel. No.: (866) 381-9100 These entities must file proofs of claim on or before the General Bar Date: -- Any entity (a) whose prepetition claim against the Debtor is not listed in the Debtor's Schedules or is listed as "disputed," "contingent" or "unliquidated" and (b) that desires to participate in the Chapter 11 case or share in any distribution in the Case; and -- Any entity that believes its prepetition claim is improperly classified in the Schedules or is listed in an incorrect amount and that desires to have its claim allowed in a classification or amount other than that identified in the Schedules. Entities who are not required to file Proofs of Claim are: -- any entity that already has filed a signed proof of claim against the Debtor in a form substantially similar to Official Bankruptcy Form No. 10; -- any entity whose claim is listed on the Schedules if (a) the claim is not scheduled as "disputed," "contingent" or "unliquidated," and (b) entities that agree with the amount, nature and priority of the claim as set forth in the Schedules, and (c) any entity not disputing that its claim is an obligation only of the specific Debtor against which the claim is listed in the Schedules; -- a holder of a claim that previously has been allowed by order of the Court; -- a holder of a claim that has been paid in full by the Debtor in accordance with the Bankruptcy Code or an order of the Court; -- a holder of a claim with a specific deadline previously fixed by the Court; -- any person having a claim for indemnification, contribution or reimbursement as a result of service as an officer, director or employee of the Debtor or its nondebtor affiliates, whose claim was not liquidated as of the Petition Date; -- any of the wholly owned direct and indirect non-debtor subsidiaries of the Debtor having a claim against the Debtor; and -- any holder of a claim allowable under Sections 503(b) and 507(a)(2) of the Bankruptcy Code as an expense of administration. Rejection Bar Date The Debtor and Committee further propose that any entity whose claims arise out of the Court-approved rejection of an executory contract or unexpired lease, in accordance with Section 365 of the Bankruptcy Code and pursuant to an order entered after the date of the Bar Date Notice and before the confirmation of a plan, must file a proof of claim on or before -- the Rejection Bar Date -- the later of the Rejection Bar Date: (a) the General Bar Date; or (b) 30 days after the entry of the order authorizing the Debtor's rejection of the applicable contract or lease. Amended Schedules Bar Date The Debtor and Committee propose that if, subsequent to the service of the Bar Date Notice, the Debtor amends or supplements its schedules to reduce the undisputed, noncontingent and liquidated amount of a listed claim, to change the nature or classification of a claim against the Debtor reflected in the Schedules or to add a new claim to the Schedules, the affected claimant must file a proof of claim or amend any previously filed proof of claim in respect of the amended scheduled claim on or before -- the Amended Schedules Bar Date -- the later of: (a) the General Bar Date; or (b) 30 days after the date that notice of the applicable amendment or supplement to the Schedules is served on the claimant. Creditors who fail to file a proof of claim in the appropriate form by the Bar Date will be barred from asserting any claim against the Debtor, from voting on any plan of reorganization, and from participating in any distribution in the Debtor's case on account of their claims. The Debtor intends to provide parties-in-interest with at least 30 days' notice of the General Bar Date. About Dunmore Homes Headquartered in Granite Bay, California, Dunmore Homes Inc. is a privately-owned homebuilder. The company filed for Chapter 11 protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533). Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtor in its restructuring efforts. The Official Committee of Unsecured Creditors has selected Morrison & Foerster LLP as its counsel in this bankruptcy proceeding. When the Debtor filed for protection against its creditors, it listed assets and liabilities of more than $100 million. In January 2008, the U.S. Bankruptcy Court for the Southern District of New York ordered the transfer of Debtor's Chapter 11 case to the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division. The Debtor's exclusive period to file a plan expires on March 7, 2008. (Dunmore Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). EDWARD CUTTER: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Edward W. Cutter 520 South Sepulveda Boulevard, Suite 406 Los Angeles, CA 90049 Bankruptcy Case No.: 08-10625 Type of Business: The Debtor owns an accountancy corporation. Chapter 11 Petition Date: February 1, 2008 Court: Central District Of California (San Fernando Valley) Judge: Kathleen Thompson Debtor's Counsel: Bruce M. Greenfield, Esq. 520 South Sepulveda Boulevard, Suite 404 Los Angeles, CA 90049 Tel: (310) 425-9945 Estimated Assets: Less than $50,000 Estimated Debts: $1 Million to $10 Million The Debtor does not have any creditors who are not insiders. EPIXTAR CORP: Unit Appeals Phil. Court's Junking of Rehab Plan -------------------------------------------------------------- Epixtar Philippines IT-Enabled Services Corp., an affiliate of Epixtar Corp., has brought to the court of appeals in the Philippines a request to implement a rehabilitation plan after a Quezon City regional trial court in Manila dismissed its plea, Businessworld reports. Epixtar Phils. filed for corporate rehabilitation in the Philippines on October 7, 2005, just a day after parent Epixtar Corp. applied for bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of Florida in Miami, the Troubled Company Reporter-Asia Pacific previously reported. The parent firm filed for Chapter 11, which allows the company to review its operations and ensure that creditors would not pursue their claims. Epixtar CEO Martin Miller believes the move is necessary to to preserve the company's value to creditors, customers, employees, business partners and other stakeholders. In December 2007, however, the Quezon City court rejected Epixtar Phils.' proposed amended rehabilitation plan and denied the company's corporate rehabilitation status, Businessworld relates. The lower court reportedly declared the plan as unrealistic, unreasonable and not feasible. At first, Businessworld says, the lower court allowed Epixtar's rehabilitation plan but because of improved revenues, the company's court-appointed receiver filed an amended plan that proposes full payment of principal indebtedness in five years. The court dismissed the amended proposal and terminated the receiver, noting that the revised plan did not provide for interest payments. The rehabilitation plan must be implemented so that the company could finally pay off its creditors, Businessworld cites Rafael E. Khan, legal counsel for Epixtar, as telling the appellate court. Mr. Khan asked the court for a stay to enjoin the company's creditors from unilaterally enforcing their claims, the business daily states. The company asserts that its cash flow is now healthy and points out that it has received financial commitments from parent. About Epixtar Philippines Epixtar Philippines IT-Enabled Services Corp., the Philippine subsidiary of Florida-based Epixtar Corp. -- http://www.epixtar.com/is into business process outsourcing. The company, which started operations in September 2003, has satellite offices in the cities of Makati, Paranaque and Pampanga. According to Businessworld, the company attributed its huge losses on initial revenue projections that did not pan out. The company reportedly incurred debts of at least PHP557.42 million. About Epixtar Corp. Based in Miami, Florida, Epixtar Corp. fdba Global Assets Holding Inc. -- http://www.epixtar.com/-- acquires or establishes companies specialized in mass-market communication products. Epixtar operates through its subsidiaries, National Online Services Inc. and One World Public. Epixtar currently maintains two contact centers in Manila, Philippines, with developmental plans to expand to additional centers over the next 24 months. The company and its debtor-affiliates filed for Chapter 11 protection on October 6, 2005 (Bank. S.D. Fla. Case No. 05-42040). Michael D. Seese, Esq., at Kluger, Peretz, Kaplan & Berlin, P.L., represents the Debtors in their restructuring efforts. Glenn D. Moses, Esq., at Genovese Joblove & Battista, P.A., represents the company's Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed total assets of $30,376,521 and total debts of $39,158,724. ERNEST KARA JR: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Ernest J. Kara, Jr. 4440 Northwest 18 Avenue Oakland Park, FL 33309 Bankruptcy Case No.: 08-11240 Chapter 11 Petition Date: February 1, 2008 Court: Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Fredric C. Buresh, Esq. Fredric C. Buresh, P.A. 800 Southeast 3 Avenue, Suite 400 Fort Lauderdale, FL 33316 Tel: (954) 525-2300 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's list of its 11 Largest Unsecured Creditors: Entity Claim Amount ------ --------- Alvin Maloney $4,382,970 2551 Northwest 31st Ct Oakland PArk, FL 33309 Angela Davilmar $400 16404 Southwest 31 Street Miramar, Fl 33027 Vista Healthplan $289 300 South Park Road Hollywood, FL 33021-9851 Citicard Mastercard $170 City of Oakland Park $70 Oakridge Medical Group $53 Neville D. Ulcio $50 Metro PCS $47 Florida Power & Light $45 AT&T $24 Florida Institute of Health $9 ERNEST KARA SR: Case Summary & Two Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Ernest J. Kara, Sr. 1841 Northwest 33 Street Oakland Park, FL 33309 Bankruptcy Case No.: 08-11238 Chapter 11 Petition Date: February 1, 2008 Court: Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Fredric C. Buresh, Esq Fredric C. Buresh, P.A. 800 Southeast 3 Avenue, Suite 400 Fort Lauderdale, FL 33316 Tel: (954) 525-2300 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's list of its Two Largest Unsecured Creditors: Entity Claim Amount ------ --------- Alvin Maloney $4,382,970 2551 Northwest 31st Ct Oakland Pakr, FL 33309 Holy Cross Hospital Inc. $496 c/o Complete Collection Service 1007 North Federal Highway, Suite 280 Fort Lauderdale, FL 33304-1422 EURAM-MACAULEY ONE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Euram-Macauley One, L.L.C. 3825 Paces Walk, Suite 300 Atlanta, GA 30339 Bankruptcy Case No.: 08-62164 Chapter 11 Petition Date: February 4, 2008 Court: Northern District of Georgia (Atlanta) Debtor's Counsel: G. Frank Nason, IV, Esq. Lamberth, Cifelli, Stokes Ellis & Nason, P.A. 3343 Peachtree Road Northeast, Suite 550 Atlanta, GA 30326 Tel: (404) 262-7373 Estimated Assets: $10 Million to $ 50 Million Estimated Debts: $10 Million to $ 50 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Greene Properties, Inc. $389,465 1416 Woodmont Lane, Northwest Atlanta, GA 30318 E.O.S. Marketing & $70,353 Communications Two Securities Centre 3500 Piedmont Road, Suite 100 Atlanta, GA 30305 Strack, Inc. $69,295 125 Laser Industrial Court Fairburn, GA 30213 Holland Shipes Vann, P.C. $13,750 Marketing Specifics, Inc. $12,330 Waterlace Community $10,657 Association, Inc. N.C.G. Architects Inc. $2,810 Lowe Engineers, L.L.C. $2,800 Liquid Advertising $2,250 G.A.I.A. Environmental $2,250 Consulting Greencare By Outdoor $2,165 Expression Fayette Floor and Wall $2,076 Samuel E. Osborn/Associates, $2,000 Inc. Dixon Law Firm, P.C. $1,732 Sabri Limited Graphic $1,341 Productions R.C. Signs, Inc. $1,326 Atlanta New Homes Directory $1,000 Williams Scotsman, Inc. $699 United Consulting, Inc. $525 Nancy Conner Designs $450 FALCON PRODUCTS: 8th Cir. Says Trust's Preference Claim Valid ------------------------------------------------------------- The U.S. Bankruptcy Appellate Panel for the Eighth Circuit issued on Jan. 28, 2008, a ruling in Falcon Creditor Trust v. First Insurance Funding (In re Flacon Products Inc.), 07-6036, that exposes secured creditors to greater risk of receiving payments they'll be required to return in bankruptcy, Bill Rochelle at Bloomberg News reports. The Bankruptcy Appellate Panel in an 11-page decision, overturned a decision by the U.S. Bankruptcy Court for the Eastern District of Missouri. The Bankruptcy Court denied the request of the Creditor Trust to avoid and recover under under Sections 547 and 550 of the Bankruptcy Code, payments Falcon made to First Insurance, totaling $297,136. The Bankruptcy Court concluded that neither of the transfers sought to be avoided by the Trust enabled First Insurance to receive anything more than it would have if the Debtor had been liquidated under Chapter 7 of the Bankruptcy Code and the transfers had not been made. The Appellate Panel -- upon review of the statutory language of Section 547(b) and the U.S. Supreme Court's decision in Palmer Clay Products Co. v. Brown, 297 U.S. 227, 56 S.Ct. 450, 80 L.Ed. 655 (1936) -- held that the hypothetical liquidation test must be conducted as of date Falcon filed for bankruptcy. The panel said the Bankruptcy Court erred in holding that the test should be conducted as of the date of the allegedly preferential transfer. The Appellate Panel remanded the case to the Bankruptcy Court for further proceedings. Mr. Rochelle notes that the Appellate Panel's ruling disagrees with a 2007 decision from a similar appellate panel in the Tenth Circuit. Falcon entered into a commercial premium finance agreement with First Insurance in November 2004 to finance several insurance policies. The premiums for the Policies totaled $1,889,409. Falcon Products, Inc. and eight affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code on January 31, 2005. On the Petition Date, Falcon owed First Insurance $1,159,527, and the unearned premiums had a value of $1,418,601. The value of the unearned premiums exceeded the debt owed to First Insurance by Falcon by $259,074, the Appellate Panel noted. On October 18, 2005, the Bankruptcy Court confirmed the Debtors' Third Amended Joint Plan of Reorganization pursuant to which the Debtors' cases were substantively consolidated. Under the Plan, the authority to prosecute avoidance actions under Chapter 5 of the Bankruptcy Code vested in the Falcon Creditor Trust. FIRST PLACE: In Receivership; Owes $59M to Condo Project Backers ---------------------------------------------------------------- Tom Daykin of the Milwaukee Journal Sentinel reports that First Place Milwaukee LLC has filed for receivership in Milwaukee County Circuit Court. The company listed in its receivership filing, $59 million in debt to a group of lenders and investors in its condominium project First Place on the River at 106 W. Seeboth St. in Milwaukee, according to Mr. Daykin. The project includes publicly funded improvements totaling $6.7 million, Mr. Daykin reported. Creditors Amounts owed --------- ------------ Anchor Bank (of Madison) $48 million Alliance Builders Group LLC (of Waukesha) $9.3 million Equity Trust Co. (Elyria, Ohio) $1.1 million Peltz Properties LLC (of Glendale) $300,000 Breach of Contract Suit by Hunzinger Construction Hunzinger in August 2006 sued First Place Milwaukee for breach of contract after First Place terminated a construction deal with Hunzinger. Hunzinger is seeking $4.3 million in damages, including $1.06 million that the firm said is owed for work it performed before the contract was terminated. Mr. Daykin reports that First Place Milwaukee has filed a counterclaim against Hunzinger, saying the firm breached its fiduciary duty as construction manager, which led to some of the cost overruns. Anchor Bank has reportedly sent a letter dated Dec. 4 stating that First Place Milwaukee had defaulted on its loan, and it needed to provide $6 million to the bank. Michael Polsky was assigned receiver for First Place Milwaukee. The company is selling around 70 condos, according to the report. GATEWAY HOMES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Gateway Homes, Inc. 1406 Vetrans Drive Omaha, NE 68022 Bankruptcy Case No.: 08-80242 Type of Business: The Debtor provides residential houses. Chapter 11 Petition Date: February 1, 2008 Court: Nebraska U.S. Bankruptcy Court (Omaha Office) Judge: Timothy J. Mahoney Debtors' Counsel: Robert V. Ginn, Esq. Blackwell Sanders Peper Martin LLP 1620 Dodge Street, Suite 2100 Omaha, NE 68102 Tel: (402) 964-5000 Fax: (402) 964-5050 http://www.blackwellsanders.com/ Estimated Assets: Less than $10,000 Estimated Debts: $1 million to $100 million Consolidated Debtors' List of 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Christensen Lumber Inc. $1,364,524 714 South Main Street Fremont, Ne 68025 Standard Heating & Air Inc. $363,060 11746 Portal Road La Vista, NE 68128 Marathon Electric Inc. $185,353 20175 Shiloh Circle Elkhorn, NE 68022 D&M Decorating $170,591 Dynamic Interiors $141,710 Complete Concrete Inc. $126,786 Seal-Rite Insulation $122,637 Lee Coe Contractors $100,251 Ward's Hardwood Floors $87,461 Able Plumbing Inc. $83,099 CJK Enterprises Inc. $80,359 Cabinetry By Design LLC $75,915 Carpet Land $69,269 Excel Cabinets & Interiors $66,463 Lumberman's Brick & Supply Co. $50,855 Productive Soluctions Group $50,480 Consolidated SupplyCo. Inc. $42,301 BedRock Concrete Corp. Inc. $35,866 84 Lumber $35,779 TierOne Bank $32,028 GLOBAL MOTORSPORT: Wants Bidding Procedure to Sell Assets OK'd --------------------------------------------------------------- Global Motorsport Group Inc. and its debtor-affiliates ask United States Bankruptcy Court for the District of Delaware to approve the proposed bidding procedure for the sale of substantially all of their assets to Dae-Il, subject to higher and better offers. Dae-Il was named "stalking horse" bidder under the sale request. The Debtors tell the Court that they agreed to sell all their assets for $16 million as stated in the asset purchase agreement dated Jan. 28, 2008, that they entered into with Dae-Il. Dae-Il has deposited $1 million with Wilmington Trust Company pursuant to the terms of the agreement, according to the Debtors. Sale Protocol To participate in the public auction, each qualified bidder must submit a good faith deposit of at least $1 million before Feb. 27, 2008, and each bidder must deliver written copies of such bid to: a) Pachulski Stang Ziehl & Jones LLP c/o Laura Davis Jones, Esq. 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware b) Buyer, Reed Smith LLP c/o Richard A. Robinson, Esq. 1200 Market Street, Suite 1500 Wilmington, Delaware The Debtors will conduct an auction on Feb. 29, 2008, at noon, prevailing eastern time. During the auction, bidding will commence with the highest baseline bid and subsequently continue in minimum increments of at least $100,000. The Debtors also asks the Court to approve the requested $500,000 break-up fee and $300,000 expense reimbursement pursuant to the terms of the agreement. A sale hearing has been scheduled on March 3, 2008, to consider approval of the Debtors' request. Objections to the sale must be filed no later than 4:00 p.m., on Feb. 27, 2008. Headquartered in Morgan Hill, California, Global Motorsport Group Inc. -- http://www.gmgracing.com/home.shtml-- are dealers of European model sports cars. The company is also known as Global Motorsport Parts Inc. The company and three of its affiliates filed for protection on Jan. 31, 2008 (Bankr. D. Del. Lead Case No. 08-10192). The Debtors selected Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. The U.S. Trustee for Region 3 has yet to appoint creditors to serve on an Official Committee of Unsecured Creditors in these cases. When the Debtors filed for protection against their creditors, it listed assets between $50 Million to $100 Million and debts between $100 Million to $500 Million. GLOBAL MOTORSPORT: Taps Pachulski as Lead Bankruptcy Counsel ------------------------------------------------------------ Global Motorsport Group Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware for authority to employ Pachulski Stang Ziehl & Jones LLP as its counsel. Pachulski Stang will: a) provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business and management of their property; b) prepare on behalf of the Debtors necessary applications, motions, answers, orders, reports, and other legal papers; c) appear in Court on behalf of the Debtors and in order to protect the interests of the Debtors before the Court; d) prepare and pursue confirmation of a plan and approval of a disclosure statement; and e) perform all other legal services for the Debtors that may be necessary and proper in these proceedings. The firm's professionals designated to represent the Debtors and their current hourly rates are: Designation Hourly Rate ----------- ----------- Laura Davis Jones, Esq. $775 David M. Bertenthal, Esq. $595 James E. O'Neill, Esq. $515 Joshua M. Fried, Esq. $515 Margaret L. Oberholzer $190 Laura Davis Jones, Esq., a partner of the firm, assures the Court that the firm does not hold any interest adverse to the Debtors' estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Court. Headquartered in Morgan Hill, California, Global Motorsport Group Inc. -- http://www.gmgracing.com/home.shtml-- are dealers of European model sports cars. The company is also known as Global Motorsport Parts Inc. The company and three of its affiliates filed for protection on Jan. 31, 2008 (Bankr. D. Del. Lead Case No. 08-10192). The Debtors selected Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. The U.S. Trustee for Region 3 has yet to appoint creditors to serve on an Official Committee of Unsecured Creditors in these cases. When the Debtors filed for protection against their creditors, it listed assets between $50 Million to $100 Million and debts between $100 Million to $500 Million. GEORGE HANSON: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------ Debtors: George Robert Hanson Mary Darlene Hanson 417 Central Boulevard Wilmington, NC 28401 Bankruptcy Case No.: 08-00704 Chapter 11 Petition Date: February 1, 2008 Court: Eastern District of North Carolina (Wilson) Debtors' Counsel: Dean R. Davis, Esq. Allen, MacDonald & Davis, PLLC 1508 Military Cutoff Road, Suite 102 Wilmington, NC 28403 Tel: (910) 256-6558 Fax: (910) 256-6538 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's list of its 18 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ ------------ --------- First Community Bank 304 Ardmore $186,956 Managing Agent Highway, ($85,000 P.O. Box 1027 Fayetteville secured) Shelbyville, TN 37162 Capital One Auto Finance 2007 Isuzu Ascender $26,320 Managing Agent Need Vin (421,835 P.O. Box 93016 secured) Long Beach, CA 90809 Sears Credit Cards/Citicard Install heat & air/ $14,547 Managing Agent 417 Central Boulevard P.O. Box 6925 The Lakes, NV 88901 Citicards $11,939 Americredit 2000 Dodge Durango $11,400 Need Vin ($6,000 secured) Chase Credit Card $7,728 Wells Fargo Auto Finance $1999 Ford F150 $7,000 Pickup Truck ($2,200 Need Vin secured) Branch Banking & Trust Overdraft Protection $3,840 Houska Auto Sales 1998 Plymouth Breeze $2,340 Need Vin Need Nada Value Joey & Lisa Hughes Rental Deposit $2,300 Office Depot Laptop Computer $1,529 Internal Revenue Service Federal Income Tax $1,500 for 2006 Lowe's $1,336 Bell South Telephone Service $1,100 for Antiques Plus Business-Closed 11/15/05 Republic Industries Concrete pour $1,000 front porch 417 Central Boulevard Marco Oviedo Rental Deposit $750 Tim Oriley Rental Deposit $750 Mary Jane Porter 304 Ardmore Highway $695 Fayetteville, TN ($85,000 37334 secured) ($186,956 senior lien) GREENBRIER COS: S&P Ratings Unaffected by ARI's Stake Acquisition ----------------------------------------------------------------- Standard & Poor's Ratings Services said that an announcement that American Railcar Industries Inc. (ARI; BB-/Stable/--) has acquired a 9.45% stake in Greenbrier Cos. Inc. (BB-/Stable/--), and that ARI's principal shareholder, Carl Icahn, has expressed interest in a possible business combination of the two railcar manufacturers, does not immediately affect the ratings or outlook on either company. According to related SEC filings, no business combination offer has been made, nor has any structure of a potential acquisition been suggested. Combining with Greenbrier would contribute to improving ARI's business risk profile, by strengthening and diversifying its product portfolio. Standard & Poor's also notes that the company has a significant cash balance that it could use for an acquisition. However, the rating on ARI already reflects the company's aggressive financial policies, and completing a transaction could require additional financing. Additional debt could stretch ARI's credit metrics beyond levels commensurate with the rating, and should ARI assume Greenbrier's debt, negative rating actions could result for both issuers. Therefore, Standard & Poor's will monitor future developments and reflect such events in the ratings. GREENWICH CAPITAL: S&P Junks 2 Certificates on WOM Loan Concerns ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on four classes of commercial mortgage pass-through certificates from Greenwich Capital Commercial Funding Corp.'s series 2006-GG7. Concurrently, S&P affirmed its ratings on 20 other classes from this series. The lowered ratings are primarily due to concerns with the West Oaks Mall (WOM) loan, which is 60-plus-days delinquent, as well as concerns about the other specially serviced assets. S&P's affirmed ratings reflect credit enhancement levels that provide adequate support through various stress scenarios. The West Oaks Mall loan was transferred to the special servicer, LNR Partners Inc., in June 2007 due to payment defaults. The current principal balance, after applying reserves to pay down a portion of the principal, is $81.4 million (2%). Following the transfer, LNR commenced foreclosure, after which the borrower filed for bankruptcy protection in October 2007. A Chapter 11 trustee was appointed in the bankruptcy case and remains in place. The loan is secured by 506,500 sq. ft. of a 1.1 million-sq.-ft. regional shopping center in Houston, Texas. An updated appraisal has been ordered. Standard & Poor's was able to obtain financial statements through Sept. 30, 2007, and a rent roll dated June 30, 2007. For the nine months ended Sept. 30, 2007, reported debt service coverage (DSC) was 1.10x and physical occupancy was 96%. This information suggests a potential valuation decline since issuance, which, coupled with anticipated workout fees and expenses, was the main driver of the downgrades. Standard & Poor's performed a property site visit on Dec. 30, 2007, and noted that the property was in "good" condition. As of the Jan. 11, 2008, remittance report, the trust collateral consisted of 134 mortgage loans with an aggregate outstanding principal balance of $3.57 billion, compared with a balance of $3.61 billion and the same number of loans at issuance. The master servicer, Midland Loan Services Inc., reported financial information for 96% of the loans in the pool. Eighty-six percent of the servicer-reported information was full-year 2006 data. Based on this information, Standard & Poor's calculated a weighted average DSC of 1.42x, compared with 1.36x at issuance. The trust has experienced no losses to date. There are four delinquent loans totaling $97.5 million (3%). Three of the delinquent loans, including the aforementioned West Oaks Mall loan, are 60-plus-days delinquent ($92.1 million, 3%). There are five loans with the special servicer ($133.8 million, 4%), including the three 60-plus-days delinquent loans. Details are: -- The largest specially serviced loan is the West Oaks Mall loan. The second-largest loan with LNR, Citadel Crossing, is secured by a 492,100-sq.-ft. anchored retail center in Colorado Springs, Colorado. The $35.8 million loan (1%) was transferred to LNR in December 2007 due to a payment default. Cash flows continue to be remitted, and the borrower is negotiating to reinstate the loan, which may involve a partial release of collateral. The property is currently 46% occupied, and reported DSC was 1.08x as of year-end 2006. -- 1812 West Hubbard, the third-largest loan with LNR, is 60- plus-days delinquent. The $5.7 million loan was transferred to the special servicer in July 2007 due to a monetary default. The loan is secured by a 115,600-sq.-ft. office building in Chicago, Ill. LNR continues to discuss settlement options with the borrower. As of year-end 2006, occupancy was 90% and DSC was 0.90x. This loan is cross- collateralized and cross-defaulted with another loan, 7200 Leamington, which is currently 30-plus-days delinquent and with the special servicer. This $5.5 million loan is secured by a 310,800-sq.-ft. industrial property in Bedford Park, Illinois. As of June 2007, the property was 100% occupied by a single tenant. Reported DSC for year-end 2006 was 1.82x. -- The remaining loan with the special servicer, Somerset Apartments, is secured by a 192-unit garden-style apartment complex in Wichita, Kansas. The loan, with a $5.5 million balance, was transferred to LNR in September 2007 due to payment defaults. The borrower has since brought the loan current. The loan is being monitored for timely payments before being returned to Midland. Reported DSC was 1.75x and occupancy was 95% as of June 2007. The top 10 loans have an aggregate principal balance of $1.59 billion (44%) and a weighted average DSC of 1.47x, compared with 1.41x at issuance. Standard & Poor's reviewed the property inspection reports provided by the master servicer for the assets underlying nine of the top 10 loans, and all were reported to be in "good" or "excellent" condition. One of the top 10 loans exhibited credit characteristics consistent with those of investment-grade obligations at issuance and continue to do so. The second-largest loan in the pool, One New York Plaza, has a whole-loan balance of $400.0 million that is split into two pari passu pieces, and $200.0 million (6%) of the loan makes up the trust balance. The loan is secured by a 2.4 million-sq.-ft. office building in downtown Manhattan. The master servicer reported a DSC of 2.36x for year-end 2006 and 99% occupancy as of March 31, 2007. Standard & Poor's adjusted net cash flow is comparable to its level at issuance. The master servicer reported a watchlist of 18 loans totaling $281.2 million (8%). The largest loan on the watchlist, Nemours Building ($58.6 million, 2%), represents 21% of the watchlist balance and is secured by a 542,000-sq.-ft. suburban office property in Wilmington, Del. The loan was placed on the watchlist because the second-largest tenant occupying 14% of the gross leasable area vacated the property in August 2007. As of September 2007, occupancy was 68%. The property manager is actively marketing the space. The remaining loans are on the watchlist due to low DSCs and/or low occupancies. Standard & Poor's stressed various assets in the mortgage pool as part of its analysis, including those with the special servicer, on the watchlist, or otherwise considered credit impaired. The resultant credit enhancement levels adequately support the lowered and affirmed ratings. Ratings Lowered Greenwich Capital Commercial Funding Corp. Commercial Mortgage Pass-through Certificates Series 2006-GG7 Rating ------ Class To From Credit enhancement ----- -- ---- ------------------ N B BB- 2.27% O B- B+ 2.15% P CCC+ B 1.77% Q CCC B- 1.52% Ratings Affirmed Greenwich Capital Commercial Funding Corp. Commercial Mortgage Pass-through Certificates Series 2006-GG7 Class Rating Credit enhancement ----- ------ ------------------ A-1 AAA 30.33% A-2 AAA 30.33% A-3 AAA 30.33% A-AB AAA 30.33% A-4 AAA 30.33% A-1-A AAA 30.33% A-M AAA 20.22% A-J AAA 12.89% B AA+ 12.13% C AA 10.61% D AA- 9.86% E A+ 9.22% F A 7.96% G A- 7.08% H BBB+ 5.81% J BBB 4.68% K BBB- 3.66% L BB+ 3.29% M BB 2.78% X AAA N/A N/A-Not applicable. GSRPM MORTGAGE: S&P Downgrades Ratings on Nine Classes of Certs. ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on nine classes of mortgage pass-through certificates issued by four GSRPM Mortgage Loan Trust transactions. In addition, the ratings on classes A-2 and A-3 from series 2003-1 remain on CreditWatch with negative implications, where they were placed on Jan. 24, 2008, since the rating on the bond insurer, Ambac Assurance Corp., remains on CreditWatch with negative implications. Lastly, S&P affirmed its ratings on 103 classes from 14 GSRPM Mortgage Loan Trust, GSAMP Trust, and GSMPS Mortgage Loan Trust transactions. The downgrades reflect the adverse performance of the collateral pools, as monthly net losses consistently outpace monthly excess spread, resulting in a write-down to the overcollateralization (O/C). Consequently, O/C for each of the four downgraded transactions is below its respective target. As of the December 2007 distribution period, total and severe (90-plus days, foreclosures, and REOs) delinquencies, as well as cumulative realized losses, for the downgraded transactions were: GSRPM Mortgage Loan Trust Series Total delinq. Severe delinq. Cum losses ------ ------------- -------------- ---------- 2003-1 18.82% 8.09% 3.76% 2003-2 20.16% 14.52% 8.40% 2004-1 41.64% 22.52% 6.07% 2006-1 46.08% 19.91% 2.71% The affirmations reflect adequate actual and projected credit support percentages to support the ratings at their current levels. As of the December 2007 distribution period, total and severe delinquencies, as a percentage of the current pool balances, ranged from 18.10% to 7.17% (series 2005-RP2) and from 52.82% to 20.60% (series 2006-RP2), respectively. Cumulative realized losses, as a percentage of the original pool balances, ranged from 0.11% (series 2006-RP2) to 3.26% (series 2005-SEA1). Either subordination alone or combined with O/C and excess spread provide credit support for these transactions. The collateral for these transactions consists of 30-year, fixed- or adjustable-rate, reperforming mortgage loans secured by first liens on residential properties. Ratings Lowered GSRPM Mortgage Loan Trust Mortgage Pass-through Certificates Rating ------ Series Class To From ------ ----- -- ---- 2003-1 B-2 BB BBB 2003-1 B-3 B BBB- 2003-2 B-1 BBB- BBB+ 2003-2 B-2 B BBB 2003-2 B-3 CCC BBB- 2004-1 B-3 BB BBB- 2006-1 B-2 BB A 2006-1 B-3 B BBB+ 2006-1 B-4 CCC BBB- Ratings Remaining on CreditWatch Negative GSRPM Mortgage Loan Trust Mortgage Pass-through Certificates Series Class Rating ------ ----- ------ 2003-1 A-2, A-3 AAA/Watch Neg Ratings Affirmed GSRPM Mortgage Loan Trust Mortgage Pass-through Certificates Series Class Rating ------ ----- ------ 2003-1 M-1 A 2003-1 B-1 BBB+ 2003-2 A-1 AAA 2003-2 M-1 AA 2003-2 M-2 A 2004-1 A-1, A-2, A-3 AAA 2004-1 M-1 AA 2004-1 M-2 A 2004-1 B-1 BBB+ 2004-1 B-2 BBB 2006-1 A-1, A-2, A-3 AAA 2006-1 M-1 AA+ 2006-1 M-2 AA- 2006-1 B-1 A 2006-2 A-1A, A-1B, A-2 AAA 2006-2 M-1 AA+ 2006-2 M-2 AA- 2006-2 B-1 A- 2006-2 B-2 BBB+ 2006-2 B-3 BBB- 2006-2 B-4 BB GSAMP Trust Mortgage Pass-through Certificates Series Class Rating ------ ----- ------ 2004-SD1 M-1 AA 2004-SD1 M-2 A 2004-SD1 B-1 BBB+ 2004-SD1 B-2 BBB 2004-SD1 B-3 BBB- 2005-SEA1 A, M-A AAA 2005-SEA1 M-1 AA 2005-SEA1 M-2 A 2005-SEA1 B-1 BBB+ 2005-SEA1 B-2 BBB 2005-SEA1 B-3 BBB- 2006-SEA1 A AAA 2006-SEA1 M-1 AA 2006-SEA1 M-2 A 2006-SEA1 B-1 BBB+ 2006-SEA1 B-2 BBB 2006-SEA1 B-3 BBB- 2007-SEA1 A AAA 2007-SEA1 M-1 AA 2007-SEA1 M-2 A 2007-SEA1 B-1 BBB+ 2007-SEA1 B-2 BBB 2007-SEA1 B-3 BBB- GSMPS Mortgage Loan Trust Mortgage Pass-through Certificates Series Class Rating ------ ----- ------ 2004-3 B1 AA 2004-3 B2 A 2004-3 B3 BBB 2004-3 B4 BB 2004-3 B5 B 2005-RP2 1AF, 1AS, 1A2, 1A3, 1A4, AX, 2A1 AAA 2005-RP2 B1 AA 2005-RP2 B2 A 2005-RP2 B3 BBB 2005-RP2 B4 BB 2005-RP2 B5 B 2005-RP3 1AF, 1AS, 1A2, 1A3, 1A4, AX, 2A1 AAA 2005-RP3 B1 AA 2005-RP3 B2 A 2005-RP3 B3 BBB 2005-RP3 B4 BB 2005-RP3 B5 B 2006-RP1 1AF, 1AF2, 1AS, 1A2, 1A3, 1A4, AX, 2A1 AAA 2006-RP1 B1 AA 2006-RP1 B2 A 2006-RP1 B3 BBB 2006-RP1 B4 BB 2006-RP1 B5 B 2006-RP2 1AF1, 1AF2, 1AS1, IAS2, 2A1 AAA 2006-RP2 B1 AA 2006-RP2 B2 A 2006-RP2 B3 BBB 2006-RP2 B4 BB 2006-RP2 B5 B HAMLIN PROPERTIES: Case Summary & Eight Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Hamlin Properties, Ltd. dba The HamLins Apartments at Cedar Creek Lake P.O. Box 1288 Kaufman, Tx 75142 Bankruptcy Case No.: 08-30506 Type of Business: The Debtor owns and manages real estate. Chapter 11 Petition Date: February 4, 2008 Court: Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Robert M. Nicoud, Jr., Esq. Olson, Nicoud & Gueck, L.L.P. 1201 Main Street, Suite 2470 Dallas, TX 75202 Tel: (214) 979-7300 Fax: (214) 979-7301 Total Assets: $17,330,120 Total Debts: $16,255,767 Debtor's Eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ West Cedar Creek M.U.D. Water Utilities $40,913 821 South Tool Drive Tool, Texas 75143 American National Bank of Promissory Note $40,000 Texas Attention: Michael Menton 3333 Lee Parkway, 8th Floor Dallas, Texas 75219 E-Conn, Inc. Contruction $13,144 Attention: Eric Garcia subcontractor 6387 Camp Bowie Boulevard, Suite 336 Fort Worth, Texas 76116 Signature Landscaping, Ltd. Trade Debt $5,000 Allied Waste Services Trade Debt $2,570 Novoprint U.S.A., Inc. Trade Debt $1,014 Strasburger & Price Attorney Fees $0 Adorno Yoss White & Wiggins Attorney Fees $0 HARMAN INTERNATIONAL: Paying $0.0125 Dividend Per Share on Feb. 20 ------------------------------------------------------------------ Harman International Industries, Incorporated declared a cash dividend of $0.0125 cents per share for the second quarter ended Dec. 31, 2007. The quarterly dividend will be paid on Feb. 20, 2008 to each stockholder of record as of the close of business on Feb. 6, 2008. As reported in the Troubled Company Reporter on Jan. 15, 2008, The company is implementing a series of strategic initiatives to optimize its global footprint in manufacturing, engineering and sourcing, to drive profitable growth and to enhance shareholder value. The company promised to provide further details on these initiatives. About Harman International Based in Washington, D.C., Harman International Industries Inc. (NYSE: HAR) -- http://www.harman.com/-- manufactures, designs and markets a range of audio and infotainment products for the automotive, consumer and professional markets. The company maintains a presence in the Americas, Europe and Asia and employs more than 10,500 people worldwide. The Harman International family of brands spans some 15 leading names including AKG, Audioaccess, Becker, BSS, Crown, dbx, DigiTech, DOD, Harman Kardon, Infinity, JBL, Lexicon, Mark Levinson, Revel, QNX, Soundcraft and Studer. * * * As reported in the Troubled company Reporter on Oct. 24, 2007, Standard & Poor's Ratings Services revised its CreditWatch implications for the 'BB-' corporate credit rating on Harman International Industries Inc. to positive from developing. HEMAGEN DIAGNOSTICS: Sept. 30 Balance Sheet Upside-Down by $1.5 M ----------------------------------------------------------------- Hemagen Diagnostics Inc.'s consolidated balance sheet at Sept. 30, 2007, showed $4,135,091 in total assets and $5,630,856 in total liabilities, resulting in a $1,495,765 deficit. The company reported a net loss of $849,931 on net sales of $4,487,236 for the year ended Sept. 30, 2007, compared with net income of $312,926 on net sales of $4,775,216 for the year ended Sept. 30, 2006. The overall decrease in sales resulted from $81,000 of decreased sales of the company's Analyst Clinical Chemistry Analyzer line, $36,000 of decreased sales in the Endocheck line and a decrease of $ 164,000 in the company's Virgo Autoimmune and infections disease product line. For the fiscal year 2007, Hemagen had an operating loss from continuing operations of $158,840 as compared to a $165,112 loss for the previous fiscal year. This decrease in operating loss resulted primarily from slightly higher margins during 2007. Other income (net) decreased to $105,453 of loss from $457,024 of other income in fiscal 2006. In 2006 the company recognized a gain from the sale of a building of $865,198. During 2007, the company recognized income of approximately $300,556 related to the reversal of a previous accrual that was deemed to be no longer payable. The loss reported from the discontinued operations of the Raichem division was $538,123 compared to $96,475 of income in the prior year. The current year loss included approximately $197,000 of expense related to the write-down and additional reserves of the inventory during the 4th quarter of 2007 due to an agreement made with the purchaser. Full-text copies of the company's consolidated financial statements for the year ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?27c5 About Hemagen Diagnostics Based in Columbia, Maryland, Hemagen Diagnostics Inc. (OTC: HMGN.OB) -- http://www.hemagen.com/-- is a biotechnology company that develops, manufactures, and markets medical diagnostic test kits used to aid in the diagnosis of certain diseases and for assessing general health conditions. HOUSTON FAMILY: Case Summary & Five Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Houston Family Business, Inc. 105 Plantation Circle Kathleen, GA 31047 Bankruptcy Case No.: 08-50260 Chapter 11 Petition Date: February 1, 2008 Court: Middle District of Georgia (Macon) Debtors' Counsel: Wesley J. Boyer, Esq. Katz, Flatau, Popson and Boyer, LLP 355 Cotton Avenue Macon, GA 31201 Tel: (478) 742-6481 Fax: (478) 742-0108 Total Assets: Less than $50,000 Total Debts: $1 million to $10 million Consolidated Debtors' List of Five Largest Unsecured Creditors: Entity Claim Amount ------ ------------ U.S. Small Business $1,243,719 Administration 233 Peachtree Street NE Suite 1900 Atlanta, GA 30303 SunMark Community Bank $227,587 347 Commerce Street Hawkinsville, GA 31036-0976 Goo Goo Car Wash $68,952 c/o Beck Bradham 6021 Coca Cola Boulevard Columbus, GA 31909 DLR Associates, LLC $37,570 Tax Commissioner of $32,322 Gwinnett County IAC/INTERACTIVECORP: Buys Minority Stake in HealthCentral Network ----------------------------------------------------------------- IAC has acquired a significant minority stake in The HealthCentral Network. Terms of the deal have not been disclosed. This move comes after IAC's November 2007 announcement of plans to separate IAC into five publicly traded companies, spinning off HSN, ticketmaster, interval international and lendingtree. Expected to be completed in the second or third quarter of 2008, the new IAC will include: -- The businesses currently comprising its media & advertising sector: ask.com, bloglines, citysearch, cursormania, evite, excite, IAC advertising solutions, insiderpages, iWon, my fun cards, my way, popular screensavers, smiley central, webfetti and zwinky; -- match.com, servicemagic, shoebuy.com, entertainment publications and reserveamerica; -- Emerging businesses including pronto and gifts.com, green.com, primal ventures, and instantaction; -- IAC Programming businesses including black web enterprises, bustedtees, collegehumor, garagegames, very short list, vimeo and 23/6; -- IAC's current investments in active.com, brightcove, fiLife, merchantcircle, opentable, points.com and SHOP channel. -- comScore December 2007 "In the online health space, we recognize an underserved market and see an opportunity to help bring consumers the information and services they need," Barry Diller, chairman and chief executive officer of IAC said. "IAC has a proven track record for bringing consumers what they want and need online," Chris Schroeder, chief executive officer of The HealthCentral Network said. "We are excited to help utilize the companys expertise in search traffic, marketing and advertising to help us expand our operations and continue to make acquisitions in the online health space." In addition to the minority stake, Barry Diller and Peter Horan, CEO of IAC's Media & Advertising sector, will serve on HealthCentral's Board. In addition to this appointment, Mr. Horan will maintain responsibility for overseeing IAC's health efforts. "While the internet, as a medium, continues to become more segmented, the ability to target and engage consumers is becoming increasingly important, not only for customer satisfaction, but for attracting advertising dollars as well," Mr. Horan said. "THCN has an outstanding business model that is very much in line with IAC's portfolio of media and advertising businesses." IAC's stake in THCN follows a recent investment in Medem, an integrated suite of web-based physician-patient communication services, made in the first half of 2007. Both initiatives reflect the company's recent foray into the health services category. About HealthCentral The HealthCentral Network is a collection of over 30 owned and operated condition-specific and healthy living websites that combine health information with communities of people, bringing together patients and experts to share wisdom and personal experience. The move marks a major push into the online health information space, and allows IAC to capitalize on THCN's integrated online properties focused on consumer-engagement. About IAC IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates a portfolio of specialized and global brands in the sectors: Retailing, which includes the United States and International segments; Services, which includes the Ticketing, Lending, Real Estate, Teleservices and Home Services reporting segments; Media & Advertising, and Membership & Subscriptions, which includes the Vacations, Personals and Discounts reporting segments. * * * As reported in the Troubled Company Reporter on Feb. 1, 2008, Standard & Poor's Rating Services said its ratings on IAC/InterActiveCorp, including the 'BB' corporate credit rating, remain on CreditWatch with negative implications, where they were initially placed on Nov. 5, 2007, following IAC's announcement that it plans to divide itself into five publicly traded companies. INTERSTATE BAKERIES: Court Okays Proposed Solicitation Procedures ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Missouri approved Interstate Bakeries and its debtor-affiliates' proposed solicitation and tabulation procedures with respect to their First Amended Plan of Reorganization, dated Jan. 29, 2008. As reported in the Troubled Company Reporter on Jan. 30, 2008, the Court approved the Debtors' amended disclosure statement explaining their Plan. The Court authorized the Debtors to send the Plan documents to creditors and solicit plan votes. The Hon. Brendan Jerry W. Venters established the schedule for the voting, tabulation and confirmation process of the Plan: January 22, 2008 Record Date to determine creditors and interest holders entitled to receive Solicitation Packages and vote to accept or reject the Plan February 5, 2008 Mailing and Publication Deadline February 15, 2008 Deadline to file and serve motions to temporarily allow claims for the purpose of voting pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure February 25, 2008 Deadline for Debtors to file exhibits to the Plan March 3, 2008 Voting Deadline and Plan Confirmation Objections Deadline March 10, 2008 Deadline for the Debtors' omnibus reply to Plan confirmation objections March 12, 2008 Plan Confirmation Hearing Judge Venters directed the Debtors to publish the Confirmation Hearing Notice in The New York Times, the national edition of The Wall Street Journal, The Kansas City Star and USA Today. Kurtzman Carson Consultants LLC will serve as the voting agent for all creditors with claims unrelated to holding the Debtors' publicly traded securities. Globic Advisors will assist KCC as the special balloting agent, tasked to will notify and solicit votes from old convertible noteholders. Globic will also serve as the subscription agent for the Rights Offering. The Court authorized KCC and Globic to assist the Debtors in: -- mailing the Solicitation Packages and other notices; -- solicit votes on the Plan; -- receive and tabulate ballots cast on the Plan; -- certify to the Court the results of the balloting; and -- respond to creditors' inquiries relating to the Plan, Disclosure Statement, the Subscription Form, the ballots and other related matters. Furthermore, Judge Venters approved the ballots and master ballots to be served upon claimholders under Classes 9, 10, 11a, 11b, 11c, 11d, and 12. Ballots not timely received by the Voting Agent or the Special Voting Agent will be deemed invalid and thus, not counted. The Solicitation Package will be served upon the United States Trustee; the District Director of the Internal Revenue Service; the Securities and Exchange Commission; counsel to and members of the Official Committee of Unsecured Creditors and the Official Committee of Equity Holders; holders of administrative, priority tax, impaired and unimpaired claims; and other major parties-in- interest. Judge Venters specified that the Solicitation Package should contain: * a copy of the Confirmation Hearing Notice; * a copy of the Solicitation Procedures Order; * a ballot, an Unimpaired Creditor Notice, a Non-voting Status Notice or a Notice of Contingent, Disputed or Unliquidated Claim Status for the appropriate Class; * the subscription documents, as applicable; * a CD-ROM or bound book containing the Disclosure Statement and Plan for selected Classes; and * solicitation letters, if any, from the Debtors and the Creditors Committee. The Court ruled that claims will be deemed allowed if they are timely filed, have not been disallowed by a Court order and are reflected in the Debtors' schedules of assets and liabilities. To the extent that the scheduled claims have been amended or superseded by other proofs of claim, the claim amount will be controlled for voting purposes. Duplicate claims will be entitled to receive only one Solicitation Package and one ballot for voting. Judge Venters states that the Solicitation Package will be served upon record holders of securities or banks and brokerage firms as beneficial owners through which securities are held. The master ballots will be distributed to the Record Holders and Beneficial Owners in accordance with the procedures in the publicly traded securities industry. No Solicitation Packages or other notices will be transmitted to holders of claims that have already been, or authorized to be, paid in full in the ordinary course of business or whose notices are undeliverable to their addresses. For purposes of voting, Judge Venters conclusively presumed creditors belonging to unimpaired classes 1, 2, 3, 4, 5, 6, 7 and 8 to accept the Plan, while Classes 13a, 13b, 14 and 15 creditors will be deemed to have rejected the Plan. Holders of contingent, disputed or unliquidated claims will are precluded from submitting a vote for their claims. Holders of claims that have been objected by the Debtors will not be (i) entitled to vote on the Plan and (ii) included in determining whether the requirements of Section 1126(c) of the Bankruptcy Code have been met, unless the claim has been temporarily allowed for voting or the objection has been resolved in favor of the creditor asserting the claim. Judge Venters further approved the subscription forms for holders of allowed Class 11 old convertible note claims; and Classes 11a, Class 11c; 11d and 12, to be distributed as part of the Solicitation Package provided to participants of the Rights Offering. With respect to the Rights Offering, initial participants may either subscribe to the entire or the maximum amount allotted of Class B common stock before the Voting Deadline or not subscribe at all. Brokerage firms or banks holding old convertible notes are instructed to forward information relating to their beneficial owners to effect their subscription rights to the Rights Offering. Rights Offering participants are required to return a duly completed Subscription Form and to pay an amount equal to the subscription purchase price. Furthermore, Judge Venters ruled that only ballots from voting parties containing sufficient information and are cast accordingly as an acceptance or rejection of the Plan will be counted. On the other hand, votes will not be counted with respect to ballots that are received past the Voting Deadline, contain insufficient information, cast by a member of the non- voting class, are subject to pending claim objections, are unsigned, do not indicate, or indicate both, acceptance and rejection of the Plan, and received through facsimile. Claim splitting is also not permitted, hence creditors must vote must vote to accept or reject the Plan according to their Class. Judge Venters further approved the procedures in counting the ballots from Beneficial Owners. If a substantive consolidation compromise is not approved, and the Debtors choose to prosecute the related request subsequent to the Confirmation Hearing, the Court will hear and resolve the matter prior to May 15, 2008, Judge Venters notes. 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 eight of its subsidiaries and 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. On Jan. 25, 2008, the Debtors filed their First Amended Plan and Disclosure Statement. On Jan. 30, 2008, the Debtors received Court approval of the First Amended Disclosure Statement. IBC confirmed that it has not received any qualifying alternative proposals for funding its plan of reorganization in accordance with the Court-approved alternative proposal procedures. As a result, no auction was held on Jan. 22, 2008, as would have been required under those procedures. The deadline for submission of alternative proposals was Jan. 15, 2008. (Interstate Bakeries Bankruptcy News, Issue No. 87; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). K-SEA TRANSPO: Moody's Keeps B1 Family Rating with Stable Outlook ----------------------------------------------------------------- Moody's Investors Service affirmed its debt ratings of K-Sea Transportation Partners, L.P.; corporate family of B1 and Speculative Grade Liquidity of SGL-3. Moody's also assigned a Probability of Default rating of B1 and a senior secured rating of B1 to the company's existing $200 million senior secured revolving credit facility due 2014. The outlook is stable. The B1 Corporate Family rating reflects K-Sea's leading position in its market sector. Predictability of revenue from high contract coverage of a tenured, large oil company customer base and K-Sea's track record of stability of operations in its niche tug/barge shipping segment support the ratings as do the protective features of the U.S. Jones Act. The rating is tempered by expectations of very low retained cash flow because of distributions required by the Master Limited Partnership structure. Recurring large capital expenditures because of K- Sea's fleet modernization program exceed retained cash flow, requiring these investments to be funded with debt. However, expectations of strong operating margins and leverage of about 4.0 times balance the weak free cash flow profile and support the B1 rating. Liquidity is adequate. K-Sea utilizes a significant majority of the $200 million revolver to finance vessels and to fund quarterly MLP distributions. The stable outlook reflects Moody's expectation that demand for the petroleum products K-Sea carries will remain strong over the intermediate term, in step with expected supportive consumer demand and high U.S. refinery utilization rates. As well, the threat of new entrants or penetration of fixed pipelines in K- Sea's markets is relatively low. This should offer steady demand from the contracted customer base, and should facilitate continuing generation of a sizeable level of funds from operations. K-Sea also has demonstrated the ability to maintain the B1 profile while more than doubling its size since 2005. The outlook may be changed to negative if one or more of the top five customers were lost unexpectedly, and not quickly replaced, if the operating margin was to decline below 12% or if funds from operations were to fall below $45 million. This level of FFO leaves little margin to cover the expected level of MLP distributions in fiscal 2008. Debt to EBITDA being sustained above 5.0 times or EBIT to Interest being sustained below 1.7 times could also result in a downgrade. An upgrade could follow Debt to EBITDA being sustained below 3.0 times or EBIT to Interest being sustained above 3.0 times. The demonstrated ability to sustain positive free cash flow, which is not expected until completion of the fleet modernization program, could also result in an upgrade of the ratings. Assignments: Issuer: K-Sea Transportation Partners L.P. -- Senior Secured Bank Credit Facility, Assigned a range of 49 - LGD3 to B1 -- Probability of Default, Assigned B1 K-Sea Transportation Partners L.P. headquartered in East Brunswick, New Jersey is a leading provider of marine transportation of refined petroleum products in the United States. With a carrying capacity of about 4.3 million barrels, K-Sea currently operates the largest U.S. Jones Act fleet of coastwise tank vessels smaller than 30,000 Deadweight tons. The company's fleet numbers 73 tank barges, 58 tugboats and 1 tanker. LARRY DEE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Larry Dee Qualls Ivajean Lorraine Qualls aka Jean Qualls 110 Mayfair Court Garden City, Kansas 67846 Bankruptcy Case No.: 08-10194 Chapter 11 Petition Date: February 1, 2008 Court: United States Bankruptcy Court District of Kansas (Wichita) Judge: Robert E. Nugent Debtor's Counsel: W. Thomas Gilman 245 North Waco Suite 402 Wichita, Kansas 67202 Tel: (316) 262-8361 Estimated Assets: $1,000,001 to $10 million Estimated Debts: $1,000,001 to $10 million Larry Dee's list of its 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ American State Bank & Trust Co. NA 1,096,382 P.O. Box 1346 Great Bend, KS 67530-1346 Joan Parsons 200,000 912 N. First St. Garden City, KS 67846 Jon Jansky 100,000 13533 River Forest Parkway St Louis, MO 63128 Dave Marsh 40,000 Hobo Chemical 30,094 Elvin Keith 20,000 Monitor Inc. 18,860 Target VISA 16,292 Discover 13,767 L. Douglas Beatty PC 11,654 Citi Dividend 8,847 MBNA/Bank of America 8,227 St Catherine Hospital Patient Financial 7,802 Ultimate Products 7,149 Tri City Sign 6,070 American Express Gold 5,891 Chase Visa 5,879 James Love 5,300 Janet Brewer 5,000 Freddie Brewer 5,000 LEVITT AND SONS: Lienholders Want DIP Financing Motion Denied ------------------------------------------------------------- Certain creditors asserting mechanic's liens against Wachovia Bank, N.A. ask the U.S. Bankruptcy Court for the Southern District of Florida to deny approval of the proposed $3,500,000 DIP Financing in Levitt and Sons LLC and its debtor-affiliates' Chapter 11 cases. At the conclusion of the final hearing held on January 23 and 24, 2008, on the Debtors' request for approval of the proposed DIP Financing by Wachovia Bank, the Court allowed parties to submit closing memoranda and proposed orders. During the hearing, the Debtors' request to abandon property subject to liens held by Wachovia, and Wachovia's request to lift stay were considered as alternatives in the event that the DIP Financing Motion was denied. The mechanics lienholders oppose the granting of the DIP Financing Motion to the extent their liens are to be valued at zero and stripped from the properties without proper notice that the final hearing included a value determination under Section 506(a)(1) of the Bankruptcy Code, Fed. R. Bankr. P. 3012 and Local Rule 3012-1. The Mechanic Lienholders do not oppose the DIP Financing if it is amended to provide a value determination under Section 506 and Rule 3012 when the Debtors sell the Wachovia Properties. Andrew Herron, Esq., at Herron Jacobs Ortiz, in Miami, Florida, representing one of the Mechanic Lienholders, Ferguson Enterprises, Inc., states that Lawrence Young, managing director of AlizPartners, LLP, is not qualified to give a testimony as to the value of the Wachovia Properties. The Debtors' sole evidence on the value of the Wachovia properties -- Mr. Young's testimony -- is not based upon competent evidence upon which the Court could make a determination on the value of the properties, Mr. Herron asserts. Mr. Herron states that, if the Debtors had properly noticed the final hearing as a valuation hearing under Section 506, the Mechanic Lienholders would have been able to provide the Court with alternative credible evidence of the value of the properties. Mechanic Lienholders should have the opportunity to present evidence on the value of the Wachovia Properties before the Court grants the DIP Financing Motion and their liens are stripped, he adds. The Lienholders share the Court's concern regarding displaced homeowners. Mr. Herron notes that nothing contained within the proposed loan terms that would require the lender to finance the completion of even one home. Even though Wachovia proferred that it was previously committed to certain homeowners to finish 80 homes, there is nothing that would prohibit the Lender from meeting its commitment if the financing was denied and the Lender received the properties after abandonment, he says. The terms of the proposed DIP Financing includes a provision to sell property free and clear of liens pursuant to Section 363(f). The proposed DIP Order would allow the Lender to sell the Debtors' property free and clear of liens notwithstanding the provisions of Section 363(f), which requires a price greater than the aggregate value of all liens on the property. The Debtors cannot utilize a Section 506 valuation to justify the sale of encumbered property without satisfying all liens as required under Section 363(f), Mr. Herron asserts. If the proceeds of sale go directly to Wachovia, he says, any claims held by the creditors are essentially eliminated because the liens have been extinguished by the sales. About Levitt and Sons Based in Fort Lauderdale, Florida, Levitt and Sons LLC -- http://www.levittandsons.com/-- is the homebuilding subsidiary of Levitt Corporation (NYSE:LEV). Levitt Corp. -- http://www.levittcorporation.com/-- together with its subsidiaries, operates as a homebuilding and real estate development company in the southeastern United States. The company operates in two divisions, homebuilding and land. The homebuilding division primarily develops single and multi-family homes for adults and families in Florida, Georgia, Tennessee, and South Carolina. The land division engages in the development of master-planned communities in Florida and South Carolina. Levitt and Sons LLC and 38 of its homebuilding affiliates filed for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead Case No. 07-19845). Paul Singerman, Esq. and Jordi Guso, Esq., at Berger Singerman, P.A., represent the Debtors in their restructuring efforts. The Debtors chose AP Services, LLC as their crisis managers, and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Levitt Corp., the parent company, is not included in the bankruptcy filing. The Debtors' latest consolidated financial condition as of Sept. 30, 2007 reflect total assets of $900,392,000, and total liabilities of $780,969,000. The Debtors' exclusive plan filing period expires on March 8, 2008. (Levitt and Sons Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) LEVITT AND SONS: Deposit Holders Panel Taps Charbonneau as Counsel ------------------------------------------------------------------ The Home Purchase Deposit Holders Committee in Levitt and Sons LLC and its debtor-affiliates' Chapter 11 cases seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Robert Paul Charbonneau, Esq., a member of Ehrenstein Charbonneau Calderin, as its counsel, nunc pro tunc to Jan. 25, 2008. Patricia Johnson, chairperson of the Depositors Committee, assures the Court that neither Mr. Charbonneau nor ECC holds or represents any interest adverse to the Debtors' estates. She asserts that ECC and Mr. Charbonneau are disinterested persons, as the term is defined in Section 101(14) of the Bankruptcy Code. The firm will represent the Deposit Holders Committee to perform ordinary and necessary legal services required in the administration of the estate. ECC's hourly rates are: Professionals Hourly Rate ------------- ----------- Robert Charbonneau, Esq. $395 Jacqueline Calderin, Esq. $325 Attorneys $240 - $400 Paraprofessionals $90 - $125 ECC agrees to cap their maximum hourly rate at $350. Mr. Charbonneau tells the Court that neither he nor ECC will represent any other entity in connection with the Debtors' Chapter 11 cases. He discloses that neither he nor the firm holds any connections with the Debtors, creditors, any other interested party and its attorneys and accountants, the United States Trustee, or any person employed by the office of the U.S. Trustee, except for: -- before being retained by the Depositors Committee, ECC made an appearance in the Debtors' bankruptcy cases on behalf of the Ad Hoc Committee of Deposit Holders of Seasons at Prince Creek West. ECC has withdrawn its appearance on behalf of the Seasons Committee. ECC does not believe that any conflict exists related to its prior representation of the Seasons Committee and its retention by the Depositors Committee; and -- ECC represents BNYH Bonita, LLC, as stalking horse bidder for certain property owned by the Levitt and Sons of Lee County. ECC does not believe that any conflict exists between his simultaneous representation of Bonita and the Depositors Committee. About Levitt and Sons Based in Fort Lauderdale, Florida, Levitt and Sons LLC -- http://www.levittandsons.com/-- is the homebuilding subsidiary of Levitt Corporation (NYSE:LEV). Levitt Corp. -- http://www.levittcorporation.com/-- together with its subsidiaries, operates as a homebuilding and real estate development company in the southeastern United States. The company operates in two divisions, homebuilding and land. The homebuilding division primarily develops single and multi-family homes for adults and families in Florida, Georgia, Tennessee, and South Carolina. The land division engages in the development of master-planned communities in Florida and South Carolina. Levitt and Sons LLC and 38 of its homebuilding affiliates filed for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead Case No. 07-19845). Paul Singerman, Esq. and Jordi Guso, Esq., at Berger Singerman, P.A., represent the Debtors in their restructuring efforts. The Debtors chose AP Services, LLC as their crisis managers, and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Levitt Corp., the parent company, is not included in the bankruptcy filing. The Debtors' latest consolidated financial condition as of Sept. 30, 2007 reflect total assets of $900,392,000, and total liabilities of $780,969,000. The Debtors' exclusive plan filing period expires on March 8, 2008. (Levitt and Sons Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) LITTLETON EQUITY: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Littleton Equity Commons, LLC 160 Littleton Road Parsippany, NJ 07054 Bankruptcy Case No.: 08-11916 Type of Business: The Debtor engages in home rental business. Chapter 11 Petition Date: February 1, 2008 Court: District of New Jersey (Newark) Judge: Novalyn L. Winfield Debtors' Counsel: Richard D. Trenk, Esq. Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 http://www.trenklawfirm.com/ Total Assets: $5,001,442 Total Debts: $4,420,580 Consolidated Debtors' List of 12 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Barbara Flanagan $101,500 Peachtree Lane Boonton, NJ 07005 Americorp $12,660 24 Hill Road Parsippany, NJ 07054 Colliers Houston & Co. $8,662 200 Cottontail Lane Somerset, NJ 08873 Desesa Engineering Inc. $4,064 Scapicchio Mechanical $1,621 B&H Securities Inc. $1,520 Garden State Waste $1,350 Federal Elevator Inc. $1,300 Drain Busters Inc. $775 Malone Sprinkler Corp. $600 Pieros Construction $375 Metro Fire & Safety $216 LOCAL INSIGHT: Moody's Reviews B1 Ratings on Berry Co. Buyout Deal ------------------------------------------------------------------ Moody's Investors Service placed Local Insight Regatta Holdings, Inc.'s B1 Corporate Family rating, B1 Probability of Default rating and associated instrument ratings detailed below under review for possible downgrade following the company's announcement that it executed a definitive agreement to acquire the assets of The Berry Company's Independent Line of Business from AT&T Inc. The review for possible downgrade reflects Moody's view that the proposed acquisition will significantly alter Regatta's size and business mix and that debt funding could lead to higher leverage and weaker credit metrics. The ratings and LGD assessments on the individual debt instruments are subject to change depending on the CFR and post-transaction debt mix. Regatta expects to close the acquisition in the first half of 2008 and the transaction is subject to regulatory approval and customary closing conditions. On Review for Possible Downgrade: Issuer: Local Insight Regatta Holdings, Inc. -- Corporate Family Rating, Placed on Review for Possible Downgrade, currently B1 -- Probability of Default Rating, Placed on Review for Possible Downgrade, currently B1 -- Senior Secured Bank Credit Facility, Placed on Review for Possible Downgrade, currently Ba1, LGD1-9% -- Senior Subordinated Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently B2, LGD4-65% Outlook Actions: Issuer: Local Insight Regatta Holdings, Inc. -- Outlook, Changed To Rating Under Review From Stable Moody's review will consider a number of factors, including: (1) the terms and conditions of the proposed acquisition, (2) a review of the funding contemplated for the acquisition, (3) the anticipated impact that the acquisition will have on Regatta's financial and operating profile over time, ( 4) the strategic merits and the likely cost synergies presented by the acquisition, and (5) the likelihood that Regatta will continue to engage in additional acquisition activity. Local Insight Regatta Holdings, headquartered in Hudson, Ohio, is a publisher of print and online yellow page directories in the United States. The company reported revenues of $143 million for the LTM period ended Sept. 30, 2007. LOCAL INSIGHT: S&P Ratings Unstirred by Berry Co. Asset Purchase ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its rating on Local Insight Regatta Holdings Inc. (LIRH; B+/Stable/--) is not affected by the company's announcement that it has executed a definitive agreement to purchase the assets of The Berry Co.'s Independent Line of Business from L.M. Berry and Co., a subsidiary of AT&T. S&P previously stated its expectation for LIRH to increase leverage (as measured by total debt to EBITDA) to more than 6x, and to maintain it near this level. This transaction will result in leverage being in the 6x area, which is in line with the existing rating. In addition, S&P views the transaction favorably given modest expectations for cost synergies at both LIRH and other Local Insight Media properties. MARICOPA COUNTY: Moody's Maintains 'B1' Rating After Restructuring ------------------------------------------------------------------ Moody's Investors Service affirmed the B1 underlying rating on the Maricopa County Industrial Development Authority Multifamily Housing Revenue Bonds (Whispering Palms Apartment Project) Senior Series 1999A. The amount of debt affected by the affirmation is approximately $5.72 million. The rating outlook on the bonds remains stable. The Subordinate bonds are not rated. The rating affirmation follows the restructuring of the Whispering Palms transaction which occurred during the third quarter of 2004. Following a series of negatively-impacting events, the property was sold to a new 501c3 who as part of the restructuring provided funding approximating $750,000 for rehabilitation purposes. Previously underfunded senior debt service reserve funds were fully restored. More recently, Whispering Palms was 88% occupied as of December 2007, as slight decline being experienced throughout Phoenix submarkets. While the Phoenix submarket is currently experiencing increased vacancy levels, Whispering Palms is expected increase occupancy levels in the near term. The owner and newly appointed property manager - Morrison, Ekre & Bart Management Services, Inc., continue to proactively monitor the projects performance. Moody's reviewed a combination of audited, unaudited interim statements, annualized and forecasted operating numbers for the years 2006 and 2007 submitted by the property manager. Debt service coverage declined to approximately 1.21 times. The decline was attributable to increased vacancy levels, impacting gross rent. Prior to the decline an occupancy, Whispering Palms experienced positive momentum, averaging occupancy levels in the mid-nineties percentile. The Phoenix submarket has softened - affecting project occupancy in general. A rebound in these occupancy levels, once stabilized is likely to bolster debt service coverage. Moody's expects Whispering Palms to increase current occupancy and stabilized rental revenues. New management and ownership have demonstrated strong efforts in turning the Whispering Palms property around. The trustee has confirmed the previously underfunded senior debt service reserve fund to be fully replenished. Credit Strengths * Senior Debt Service Reserve Fund is fully funded * Proactive Property Managment * Ownership has been assumed by a new 501c3; Rainbow Phoenix LLC Credit Challenges * Occupancy on the property needs to increase and stabilize Whispering Palms Apartments, built in 1985, is a 200 unit market rate complex currently serving a predominantly low to moderate income clientele and is located within the west-central Phoenix submarket, approximately four miles west of downtown Phoenix. The dominant land use in this relatively mature market area is single and multifamily residential development with a limited commercial and retail presence. Outlook The rating outlook on the senior bonds is stable. Moody's anticipates the current restructuring of the credit along with the efforts of the current owner, newly appointed property managers and trustees increase the likelihood of this turnaround. What Could Change the Rating - Up Increase in occupancy would translate to an increase in revenues and net operating income. Stabilization would need to be reached. What Could Change the Rating - Down Required withdrawals from the senior debt service reserve fund as well as increasing vacancy levels would exert negative pressures on net operating income. Technical defaults resulting from the borrower non-payment of required deposits to the trustee would trigger a downgrade as well. The rating outlook on the senior bonds is stable. Moody's anticipates the current restructuring of the credit along with the efforts of the current owner, newly appointed property managers and trustees increase the likelihood of this turnaround. What Could Change the Rating - Up Increase in occupancy would translate to an increase in revenues and net operating income. Stabilization would need to be reached. What Could Change the Rating - Down Required withdrawals from the senior debt service reserve fund as well as increasing vacancy levels would exert negative pressures on net operating income. Technical defaults resulting from the borrower non-payment of required deposits to the trustee would trigger a downgrade as well. MASSEY ENERGY: Earnings Drop to $5 Mil. in Fourth Quarter 2007 -------------------------------------------------------------- Massey Energy Company reported net income of $5.1 million for fourth quarter ended Dec. 31, 2007. These results compare to net income of $8 million for the fourth quarter 2006. The fourth quarter earnings were generated on produced coal revenue of $496.6 million which increased 5.3% compared to the same period last year as a result of higher total sales volume overall and higher prices for steam coal. For the full year 2007, Massey generated net income of $94.1 million. This compared $41 million in net income. Massey's fourth quarter operating cash margin of $7.70 per ton represented an increase of 25.8% compared to the operating cash margin of $6.12 per ton reported in the fourth quarter of 2006. The increased cash margin was driven by higher prices on steam coal shipped during the quarter. "We were pleased to conclude 2007 having set a company record for EBITDA, having increased our cash by $126 million, and having set a company safety record for the lowest injury incident rate in our history," Don Blankenship, Massey's chairman and chief executive officer, said. "In all we do, safety is our first priority every day, so this record is something we are very proud of. Running safe mines is the best way to ensure shareholder value." "The fourth quarter was something of a transition period as we initiated aggressive expansion projects throughout our operations," Mr. Blankenship continued. "Favorable market conditions warrant an acceleration of our expansion plans and we are working very hard to do that. We have asked our members to do a lot in this process, and they have responded exceptionally well by moving the expansion projects forward while maintaining focus on our current operations. However, projects such as the transition at Aracoma from longwall to room and pillar mining and the relocation of large pieces of equipment, which will benefit our operations in the future, inevitably had an impact on our fourth quarter results." Liquidity And Capital Resources During 2007 Massey's cash balance increased by $126 million, even after returning $42.8 million to shareholders in the form of stock repurchases and dividends. Massey ended the month of December and fiscal year 2007 with available liquidity of $479.3 million, an increase of $28.6 million over the liquidity that was available at Sept. 30, 2007, and an increase of $129.3 million compared to year end 2006. Available liquidity at Dec. 31, 2007, included $114.1 million available on its asset-based revolving credit facility and $365.2 million in cash. Total debt at Dec. 31, 2007, was $1,104.6 million compared to $1,104.9 million at Dec. 31, 2006. Massey's total debt-to-book capitalization ratio improved to 58.5% at Dec. 31, 2007, compared to 61.3% at Dec. 31, 2006. After deducting available cash of $365.2 million and restricted cash of $96 million, which supports letters of credit and other obligations, net debt totaled $643.4 million. Total net debt-to-book capitalization improved to 45.1% at Dec. 31, 2007, compared to 52.2% at Dec. 31, 2006. Capital expenditures totaled $73.8 million in the fourth quarter of 2007 compared to $59.6 million in the fourth quarter of 2006. For the full year, capital expenditures totaled $270.5 million in 2007 compared to $298.1 million in 2006. In response to continuing favorable market conditions, the company accelerated the implementation of expansion projects during the fourth quarter which increased the company's rate of capital spending in the period. Implementation of the expansion projects will continue in the first quarter and throughout 2008. Capital expenditures for the full year 2008 are expected to total approximately $460 million. Depreciation, depletion and amortization was $62.8 million in the fourth quarter and $246 million for the full year 2007 compared to $59 million and $230.6 million in the fourth quarter and full year 2006. DD&A is expected to total between $250 and $260 million in 2008. Balance Sheet At Dec. 31, 2007, the company's balance sheet showed total assets of $2.86 billion, total liabilities of $2.08 billion, and total stockholders' equity of $0.78 billion About Massey Energy Headquartered in Richmond, Virginia, Massey Energy Company (NYSE: MEE) -- http://www.masseyenergyco.com/-- is a coal producer with operations in West Virginia, Kentucky and Virginia. * * * Moody's Investor Service placed Massey Energy Company's probability of default rating at 'B1' in September 2006. The rating still holds to date with a stable outlook. MEDIANEWS GROUP: Lures KCS Publisher Mac Tully Into its Ranks ------------------------------------------------------------- Mac Tully, publisher for the Kansas City Star, will be joining MediaNews Group Inc., the Associated Press reports. Mr. Tully's job position within MediaNews was not disclosed, says the AP. He told the AP that he found it hard to refuse MediaNews' offer. About MediaNews Group Based in Denver, Colorado, MediaNews Group Inc. -- http://www.medianewsgroup.com/-- is the nation's fourth largest newspaper company. It develops and manages Web sites affiliated with each of MediaNews Group's newspapers, as well as several regional portals and advertising verticals. The company's suite of services includes web hosting, design, advertising sales support, ad management, marketing, content development and tech support. It works in partnership with the individual Web sites to further the companys goal of increasing Interactive revenue and readership. * * * As reported in the Troubled Company Reporter on Jan. 28, 2008, Standard & Poor's Ratings Services lowered its ratings on MediaNews Group Inc. including its corporate credit rating, which was lowered to 'B' from 'BB-'. The ratings were removed from CreditWatch, where they were placed with negative implications Sept. 14, 2007. The rating outlook is negative. MEDICOR LTD: Files Schedules of Assets and Liabilities ------------------------------------------------------ MediCor Ltd. and its debtor-affiliates delivered to the United States Bankruptcy Court for the District of Delaware its schedules of assets and liabilities disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $96,553019 C. Property Claimed as Exempt D. Creditors Holding $78,101,761 Secured Claims E. Creditors Holding 637,173 Unsecured Priority Claims F. Creditors Holding 79,395,139 Unsecured Nonpriority Claims ----------- ------------ TOTAL $96,553,019 $158,134,073 Headquartered in North Las Vegas, Nevada, MediCor Ltd. -- http://www.medicorltd.com/-- manufactures and markets products primarily for aesthetic, plastic and reconstructive surgery and dermatology markets. 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. MERCERS ENTERPRISES: Case Summary & Four Largest Unsec. Creditors --------------------------------------------------------------- Debtor: Mercer's Enterprises, Inc. P.O. Box 657 Wrightsville Beach, NC 28480 Bankruptcy Case No.: 08-00651 Chapter 11 Petition Date: February 1, 2008 Court: Eastern District of North Carolina (Wilson) Debtors' Counsel: Trawick H Stubbs, Jr., Esq. Stubbs & Perdue, P.A. P. O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 http://www.stubbsperdue.com/ Total Assets: $3,416,799 Total Debts: $43,802 Consolidated Debtors' List of Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Williams Mullen legal fees $20,829 Attn: Dan Brawley, Esq. 1985 Eastwood Road, Suite 200 Wilmington, NC 28403 New Hanover Co. Tax Coll ad valorem taxes $14,019 Attn: Managing Agent P.O. Box 18000 Wilmington, NC 28406 Rountree, Losee & Baldwin legal fees $8,216 Attn: Manager or Agent P.O. Box 1409 Wilmington, NC 28402 New Hanover Co Tax Coll property taxes $735 M FABRIKANT: Creditors' Group Allowed Probe on Katz Transactions ---------------------------------------------------------------- The official committee of unsecured creditors of M. Fabrikant & Sons Inc. has been authorized to conduct an investigation on transactions between the company and the Katz family, one of the families whose members controlled Fabrikant, according to Bill Rochelle at Bloomberg News. The report stated the committee announced in November it already gathered enough evidence to file a lawsuit against the estate of the deceased former co-chairman Philip Hahn. As reported by the Troubled Company Reporter on Dec. 28, 2007, the U.S. Bankruptcy Court for the Southern District of New York declined to confirm the Chapter 11 Plan of Liquidation filed by M. Fabrikant & Sons Inc. this year until objections by the Debtor's prepetition secured lenders including JPMorgan Chase & Co. are resolved. As reported in the TCR on Dec. 13, 2007, several banks have asked the Court to deny confirmation of the Plan which was co-proposed by debtor-affiliate Fabrikant-Leer International Ltd., the Unsecured Creditors Committee, and Wilmington Trust Company. Specifically, JPMorgan told the Court that pursuant to a final cash collateral order dated Dec. 18, 2006, JPMorgan, along with other prepetition secured lenders, were granted super-priority allowed secured administrative expense claims for their respective attorneys' fees and expenses. JPMorgan disclosed that in December 2006, the prepetition secured claims held by the prepetition secured lenders against the Debtors were sold to a third party purchaser. JPMorgan said on Oct. 1, 2007, the Creditors Committee commenced an adversary proceeding against the prepetition secured lenders asserting claims for the avoidance or recovery of various prepetition claims, liens, obligations or transfers made or granted by the Debtors to the prepetition secured lenders arising from and related to the prepetition secured claims. However, JPMorgan contended that the Creditors Committee did not include the "current" lenders who now hold the prepetition secured claims that are being challenged in the adversary proceeding. Further, JPMorgan noted, the Plan also includes a settlement that seeks to settle and release the current holders of the prepetition secured claims from any and all liability arising from their holding the prepetition secured claims. JPMorgan argued that the Court should deny confirmation of the Plan since it fails to mention, reserve for or treat JPMorgan's and the other prepetition secured lenders' super-priority allowed secured administrative expense claims for their costs and expenses of defending the adversary proceeding. Had the Creditors Committee asserted the prepetition secured claims against the current holders instead of the prepetition secured lenders, then the current holders would be the one entitled to recover their defense costs from estate assets pursuant to the final cash collateral order, JPMorgan added. Bank of America, N.A., also objected to the Plan and cited issues similar to those raised by JPMorgan. BofA however added that the Plan failed to place secured Administrative Claim in a separate class and identify its treatment. BofA contended that while Class 3 of the Plan includes "Other Secured Claims," its secured claim is not substantially similar to other secured claims and, without a clarifying court order, it is apparent that the several of the Plan Proponents have no intention of having its claims paid or placed within that class in any event. HSBC Bank USA, National Association, also asked the Court to deny confirmation of the Plan unless it is protected to the full extent contemplated by the Final Cash Collateral Order. Bank Leumi, USA, also one of the prepetition secured lenders, filed a joinder to JPMorgan's objection. JPMorgan is represented in this proceeding by Steven J. Mandelsberg, Esq., and Joshua I. Divack, Esq., at Hanh & Hessen LLP. Bank Leumi is represented by Andrew C. Gold, Esq., and Frederick E. Schmidt, Esq., at Herrick, Feinstein LLP. HSBC is represented by William J. Brown, Esq., and Allan L. Hill, Esq., at Phillips Lytle LLP. Jeffrey D. Ganz, Esq., at Riemer & Braunstein LLP, represents Bank of America. About M. Fabrikant Headquartered in New York City, M. Fabrikant & Sons, Inc. -- http://www.fabrikant.com/-- sells diamonds and jewelries. The company and its affiliate, Fabrikant-Leer International Ltd., filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-12737). Mitchel H. Perkiel, Esq., Lee W. Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP represent the Debtors in their restructuring efforts. Alan Kolod, Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq., at Moses & Singer LLP serve as counsel to the Official Committee of Unsecured Creditors. In schedules filed with the Court, M. Fabrikant disclosed total assets of $225,612,204 and total debts of $439,993,890. MOVIE GALLERY: Court Okays CIO Seth Levy's Employment Terms ----------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia approved the employment agreement that Movie Gallery Inc. and its debtor-affiliates entered into with Seth Levy as chief information officer. Pursuant to the employment agreement, Seth Levy is expected to manage their operations with respect to information technology. The employment agreement will become effective and will continue for 12 months with annual one-year extensions. Peter J. Barrett, Esq., at Kutak Rock LLP, in Richmond, Virginia, said the Debtors' chief information officer resigned in April 2007, and was replaced by John Rossman from Alvarez & Marsal Business Consulting, LLC, on an interim basis. Mr. Rossman, however, resigned in October 2007. The Debtors determined that Mr. Levy's extensive experience in managing information technology projects for large retail companies qualifies him to manage the Debtors' related operations. Notably, Mr. Levy served as senior vice president for Logistics, chief information officer for Electronic Boutique Holdings, president of EB Games Online, and director for Systems and Programming in May Department Stores Company, Mr. Barrett disclosed. Under the agreement, Mr. Levy will receive an annual salary of $325,000, and a sign-on bonus of $75,000. Additionally, Mr. Levy will be entitled to participate in Movie Gallery, Inc.'s executive officer bonus program and other incentives, cash and equity compensation plans as determined by the Board of Directors. In the event that Mr. Levy is terminated, he agrees not to compete with the Debtors for a period of one year from his termination. The Debtors and Mr. Levy also agreed, notwithstanding anything to the contrary in the Agreement, that Mr. Levy is not entitled to the severance benefits upon his termination. About Movie Gallery Based in Dothan, Alabama, Movie Gallery Inc. -- http://www.moviegallery.com/-- is a home entertainment specialty retailer. The company owns and operates 4,600 retail stores that rent and sell DVDs, videocassettes and video games. It operates over 4,600 stores in the United States, Canada, and Mexico under the Movie Gallery, Hollywood Entertainment, Game Crazy, and VHQ banners. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853. Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak Rock LLP, is the Debtors' local counsel. The Debtors' claims & balloting agent is Kutzman Carson Consultants LLC. When the Debtors' filed for protection from their creditors, they listed total assets of US$891,993,000 and total liabilities of US$1,419,215,000. The Official Committee of Unsecured Creditors has selected Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at Miles & Stockbridge PC, as its local counsel. The Debtors' spokeswoman Meaghan Repko said that the company does not expect to exit bankruptcy protection before the second quarter of 2008. The Debtors have until June 13, 2008 to file their plan of reorganization. (Movie Gallery Bankruptcy News Issue No. 17; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) MOVIE GALLERY: Wants Court Nod on Second Amended DIP Credit Pact ---------------------------------------------------------------- Movie Gallery, Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Virginia to approve a second amendment to their Secured Senior-Priority Debtor-In- Possession Credit and Guaranty Agreement with Goldman Sachs Credit Partners L.P., as syndication agent and documentation agent, and The Bank of New York, as administrative agent and collateral agent. The Debtors' Second DIP Amendment provides them with increased flexibility to manage their Chapter 11 operations and to facilitate the implementation of their Plan of Reorganization, Ronald A. Page, Jr., Esq., at Kutak Rock LLP, in Richmond, Virginia, says. Specifically, Mr. Page discloses, the Second Amended DIP Credit Agreement modifies the definition of "Consolidated Adjusted EBITDA" to appropriately address changes to estimates of rental inventory salvage value. Mr. Page states that the Second Amendment relaxes certain financial covenants relating to the adjusted EBITDA, available liquidity, and secured leverage ratios for fiscal month-end periods ending January 6, February 10, March 9, April 6, May 11 and June 8, 2008. In addition, the Second Amendment modifies the interest rate to be paid for obligations under the DIP Credit Agreement, effective on the date during which Requisite Lenders return signature pages evidencing their approval. Pursuant to Section 363(b) of the Bankruptcy Code, the Second Amendment is conditioned on the Debtors' payment of an amendment fee "equal to (a) 0.25% multiplied by (b) the aggregate Revolving Exposure plus Term Loan Exposure of each Lender." The Debtors will also pay Goldman Sachs and the DIP Agents for all their out- of-pocket expenses incurred during the negotiations and preparation of the DIP Credit Agreement's second amendment, Mr. Page tells Judge Douglas O. Tice, Jr. Mr. Page submits that the payment of amendment fees and expenses is "prudent and necessary to receive the benefits of the Second Amendment", and is consistent with market rates. A full-text copy of the Second Amended DIP Credit Agreement is available for free at: http://researcharchives.com/t/s?27c2 About Movie Gallery Based in Dothan, Alabama, Movie Gallery Inc. -- http://www.moviegallery.com/-- is a home entertainment specialty retailer. The company owns and operates 4,600 retail stores that rent and sell DVDs, videocassettes and video games. It operates over 4,600 stores in the United States, Canada, and Mexico under the Movie Gallery, Hollywood Entertainment, Game Crazy, and VHQ banners. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853. Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak Rock LLP, is the Debtors' local counsel. The Debtors' claims & balloting agent is Kutzman Carson Consultants LLC. When the Debtors' filed for protection from their creditors, they listed total assets of US$891,993,000 and total liabilities of US$1,419,215,000. The Official Committee of Unsecured Creditors has selected Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at Miles & Stockbridge PC, as its local counsel. The Debtors' spokeswoman Meaghan Repko said that the company does not expect to exit bankruptcy protection before the second quarter of 2008. The Debtors have until June 13, 2008 to file their plan of reorganization. (Movie Gallery Bankruptcy News Issue No. 17; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) NEW CENTURY: Files Joint Chapter 11 Plan of Liquidation -------------------------------------------------------- New Century Financial Corporation and its debtor-affiliates, together with the Official Committee of Unsecured Creditors, as co-proponent, delivered to the U.S. Bankruptcy Court for the District of Delaware a Joint Chapter 11 Plan of Liquidation and an accompanying Disclosure Statement on Feb. 2, 2008. Holly Etlin, the Debtors' chief executive officer, president, and chief restructuring officer, relates that the Joint Plan provides for distributions to creditors of the 16 Debtors in the Chapter 11 cases. The Plan's key components include: (a) the division of the Debtors into three debtor groups, and allocation of the Debtors' causes of action among those groups; (b) the use of the the Determined Distribution Amount mechanism to adjust distributions to creditors; (c) the application of the Multi-Debtor Claim Protocol, the Intercompany Claim Protocol, and the EPD/Breach Claim Protocol; and (d) the reconciliation of the terms of the DBSP Settlement Agreement with the Plan structure. 3 Debtor Groups The three broad groups of Debtors established for the treatment of Unsecured Claims are: (1) the Holding Company Debtors: -- NCFC, -- New Century TRS Holdings, Inc., -- New Century Credit Corporation, -- and NC Residual IV Corporation; (2) the Operating Debtors, -- New Century Mortgage Corporation, -- NC Capital Corporation, -- Home123 Corporation, -- NC Asset Holding, L.P., -- NC Deltex, LLC, -- New Century REO Corporation, -- New Century REO II Corporation, -- New Century REO III Corporation, -- NC Residual III Corporation, -- New Century Mortgage Ventures, LLC, -- NCoral, L.P.; and (3) Access Lending. The Holding Company Debtors qualified as real estate investment trusts. They held residual interests in securitization trusts and owned the stock in the Operating Debtors. They also provided overall direction and management to the Operating Debtors. Their assets include the assets in the irrevocable trust established in connection with NCFC's deferred compensation plan and investments in structured securitizations in the residential subprime sector in a fund managed by Carrington Capital Management, LLC. The Operating Debtors were entities that conducted the company's business operations, including originating, purchasing and selling loans, and servicing loans for third parties. Their assets include proceeds from the sales of the Debtors' servicing business and mortgage loans not subject to repurchase transactions. Access Lending was a subsidiary that provided warehouse financing to independent mortgage companies. It was acquired by TRS Holdings in early 2006. Distributions Under the Plan The Plan contains 16 classes of unsecured claims, six of which are classes of claims against Holding Company Debtors, nine are classes of claims against the Operating Debtors, and one is a class of claims against Access Lending. Under the Plan, administrative claims and priority tax claims are unclassified, while priority claims and secured claims against each Debtor are placed in their own classes. The Plan provides for the full payment in full of allowed administrative claims, allowed priority tax claims, and allowed priority claims, and leaves allowed secured claims unimpaired. Holders of NCFC Interests and 510(b) Claims will not receive distributions under the Plan and are deemed to reject the Plan. The securities owned by holders of NCFC Interests will be canceled pursuant to the Plan. The net cash available from the Debtors' assets to be distributed to the holders of allowed unsecured claims is calculated based on gross proceeds from the disposition of each Debtor Group's assets, less: (i) the amount of allowed administrative claims, allowed priority tax claims, allowed priority claims, and allowed secured claims; (ii) the expenses of administering the Debtors' estates; and (iii) the expenses of the Liquidating Trust, to be allocated among the Debtor Groups. Each holder of an allowed unsecured claim against Access Lending will receive its pro rata share of its assets remaining after payment of its APS Claims is allocated. Assets not owned by Access Lending are divided between the Holding Company Debtors and the Operating Debtors. The net proceeds generated from any litigation, aside from those for Access Lending, include any net proceeds from Avoidance Actions, as well as those of litigation arising from the need to restate NCFC's 2006 financial statements. Any Litigation Proceeds will be allocated on a percentage basis to holders of allowed unsecured claims against the Holding Company Debtors and the Operating Debtors. The Plan provides that Litigation Proceeds will be allocated at 27.5% to holders of allowed unsecured claims against Holding Company Debtors, and 72.5% to holders of Allowed Unsecured Claims against Operating Debtors. This is subject to a further allocation among the holders of allowed unsecured claims against Operating Debtors, to provide that the holders of allowed NC Capital EPD/Breach claims will receive 45% of the Litigation Proceeds and holders of all other allowed unsecured claims against Operating Debtors will receive 27.5% of the Litigation Proceeds). Determined Distribution Amount To calculate the distributions to allowed unsecured claims, each class is assigned a Determined Distribution Amount -- a fixed percentage of the amount of each claim. This mechanism permits the Plan to reflect the Debtors' relative asset values, and to apply the Multi-Debtor Claim Protocol. The Plan assigns a Determined Distribution Amount of 100% of all allowed unsecured claims against Holding Company Debtors and Access Lending, while it assigns percentages of 100%, 50%, or 25% to classes of allowed unsecured claims against Operating Debtors: Company Percentage ------- ---------- NCMC 100% NC Capital 50% or 100% (depending on the basis of the claim) Home123 25% NC Asset Holding 25% NC Deltex 25% NC REO 25% NC REO II 25% NC REO III 25% NC Residual III 25% NCM Ventures 25% NCoral 25% As a result, while net proceeds of assets are distributable pro rata among the Operating Debtors, holders of an allowed unsecured claim against NCMC will receive a greater recovery rate than the other Operating Debtors. The Determined Distribution Amounts are designed to reflect the relative strengths of issues concerning which of the Operating Debtors owned the servicing rights and loans sold in the Chapter 11 cases, as well as relative arguments concerning some disputed intercompany claims among the Debtors. Claim Protocols A. Multi-Debtor Claim Protocol The Plan compromises inter-Debtor issues related to the fact that multiple Debtors were jointly liable to some creditors through the Multi-Debtor Claim Protocol. Pursuant to the Multi-Debtor Claim Protocol, each holder of an allowed unsecured claim, for which multiple Debtors in a Debtor Group are jointly liable, will receive a single distribution from that Debtor Group based on the highest Determined Distribution Amount assigned to that Claim. However, if specific Debtors within a Debtor Group are jointly liable for the Claim, the holder of an allowed unsecured claim will receive an enhanced recovery. The Multi-Debtor Claim Protocol will provide enhanced recoveries to certain Repurchase Counterparties, as many of the Master Repurchase Agreements were entered into, or guaranteed by, multiple Holding Company Debtors and Operating Debtors. The Multi-Debtor Protocol only enhances Determined Distribution Amounts of allowed claims within a Debtor Group. To the extent a Holding Company Debtor and an Operating Debtor are jointly liable for an Allowed Claim, the claimholder will receive a distribution from both Debtor Groups. The Multi-Debtor Claim Protocol does not apply to Claims against Access Lending. B. Intercompany Claim Protocol Under the Intercompany Claim Protocol, the Debtors' intercompany claims within each Debtor Group are canceled, and intercompany claims of Holding Company Debtors against Operating Company Debtors are reduced by 50%. C. EPD/Breach Claim Protocol For claims arising under an agreement between one or more of the Debtors and a loan buyer or securitization trust, the Plan also includes a protocol to determine the distribution amounts for: -- the breach of a representation or warranty made by one or more of the Debtors under a loan sale agreement; or -- a right under that an agreement to resell a loan to one or more of the Debtors based on a payment default by the borrower on that loan. For Breach Claims the Determined Distribution Amount is determined by applying a set of assumptions regarding the percentage of loans in any pool of loans that will be subject to breach, the timing of when breaches are asserted, and damages resulting from breaches. For EPD Claims, the Determined Distribution Amount is determined as a percentage (from 0% to 45%) of a loan's unpaid principal balance on August 31, 2007, with the percentage determined based on borrower payment history on that date. The Debtors, working in conjunction with the Committee and a number of major securitization trustees and whole loan buyers, developed the EPD/Breach Claim Protocol to avoid analyzing whether the Debtors breached representations and warranties for individual loans, and assessing damages for those breaches or EPD Claims at a loan level. Without the EPD/Breach Claim Protocol, the costs of determining claims amount for the estates and the creditors will consume a significant portion of the assets. In addition, resolving the matters at an individual loan level will delay the determinations, thereby delaying distributions to creditors. The EPD/Breach Claim Protocol simplifies determinations and saves significant administration costs and speed distributions. The numeric factors used were developed from the Debtors' historic data, the data supplied by loan buyers and securitization trusts, and industry data. DBSP Settlement The Debtors and DB Structured Products, Inc. entered into a settlement just as Plan negotiations were beginning. The DBSP Settlement provides that DBSP has an allowed unsecured claim, Special Deficiency Claim, for $20,000,000 against NCFC, NC Credit, NCMC, NC Capital, and Home123. Under the DBSP Settlement, DBSP cannot recover from any other assets of the Debtors, limiting its recovery on that claim to the claim's pro rata share of all proceeds, distributed from the net recoveries in connection with the restatement of the NCFC's financial statements. The Plan structure with respect to causes of action and related net recoveries differs from that contemplated by the DBSP Settlement. The Plan does not distinguish between restatement- related causes of action and other causes of action, nor between their related recoveries. Rather, the Plan provides that the net recoveries from restatement-related causes of action are included within the Litigation Proceeds. The Plan structure does not allow for DBSP to receive distributions on account of its Special Deficiency Claims solely from net recoveries arising out of all restatement-related causes of action because they are included within all causes of action. In addition, 45% of the Litigation Proceeds will be distributed to a class that does not include a DBSP Special Deficiency Claim. Accordingly, the Plan Proponents reached a compromise where DBSP's Special Deficiency Claims will receive a pro rata share of proceeds distributed from 60% of the net recoveries of all causes of action, as opposed receiving a pro rata share of proceeds distributed from 100% of the net recoveries of restatement- related causes of action. The Liquidation Trust The Plan is also predicated on formation of a liquidating trust, into which the Debtors will transfer all of their assets and liabilities after giving effect to the Plan, for the benefit of the holders of allowed Holding Company Debtor unsecured claims and the allowed Operating Debtor unsecured claims. The Liquidating Trust will assume the Debtors' obligations to each APS Claim, as well as each unsecured claim against Access Lending. The Liquidating Trust will be advised and supervised by a five- member committee selected by the Committee. T he trustee for the Liquidating Trust will be selected by the Plan Proponents no later than 10 days prior to the Confirmation Hearing. To the extent not completed by the Debtors prior to the Effective Date, the Liquidating Trustee will complete the wind-down process, including filing tax returns, settling or satisfying and paying claims against Access Lending, resolving Disputed Claims, prosecuting causes of action, and completing any remaining asset sales. It will also calculate and pay amounts distributable to holders of allowed Holding Company Debtor unsecured claims and the allowed Operating Debtor unsecured claims. On the Effective Date, the Liquidating Trustee will establish reserves to pay the necessary costs of the wind-down process, and to pay all allowed and disputed APS claims not paid as of the Effective Date. Prior to any interim distributions to holders of allowed unsecured claims, the Liquidating Trustee will also establish appropriate reserves for disputed unsecuredcClaims against Access Lending, the Holding Company Debtors, and the Operating Debtors. A full-text copy of the New Century Joint Plan of Liquidation is available for free at: http://researcharchives.com/t/s?27bf A full-text copy of the 255-page Disclosure Statement explaining the Plan is available for free at: http://researcharchives.com/t/s?27c0 * * * The Debtors will seek the Court's determination at the hearing scheduled for March 4, 2008, at 1:30 p.m., that the Disclosure Statement contains "adequate information" within the meaning of Section 1125 of the Bankruptcy Code. Deadline to file objections to the adequacy of the Disclosure Statement is on Feb. 27, 2008. Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The company offers a broad range of mortgage products designed to meet the needs of all borrowers. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $36,276,815 and total debts of $102,503,950. The Debtors' exclusive period to file a plan expired on Jan. 28, 2008. (New Century Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). NEW CENTURY: Claims Classification & Treatment Under Ch. 11 Plan ---------------------------------------------------------------- Under the Joint Chapter 11 Plan of Liquidation filed by New Century Financial Corp. and its debtor-affiliates, together with the Official Committee of Unsecured Creditors, the classification and treatment of claims and interests are: Projected Allowed Projected Class Claim Amt. Treatment Recovery ----- ---------- --------- --------- A. ALL DEBTORS Administrative Claims $3,000,000 Unimpaired 100% Against all Debtors Priority Tax Claims $163,000,000 Unimpaired 100% Against all Debtors B. HOLDING COMPANY DEBTORS Class HC1: Priority -- Unimpaired 100% Claims Against NCFC Class HC2: Secured -- Unimpaired 100% Claims Against NCFC Class HC3a: Special -- Impaired [__]% Deficiency Claims Against NCFC Class HC3b: Other -- Impaired [__]% Unsecured Claims Against NCFC Class 4a: Series A -- Impaired 0% Preferred Stock Interests Class 4b: Series A -- Impaired 0% 510(b) Claims Class 4c: Series B -- Impaired 0% Preferred Stock Interests Class 4d: Series B -- Impaired 0% Class 4e: Common Stock -- Impaired 0% Interests, Option Interests, Warrant Interests, and Common Stock 510(b) Claims Class HC5: Priority -- Unimpaired 100% Claims Against TRS Holdings Class HC6: Secured -- Unimpaired 100% Claims Against TRS Holdings Class HC7: Other -- Impaired [__]% Unsecured Claims Against TRS Holdings Class HC8: Priority -- Unimpaired 100% Claims Against NC Credit Class HC9: Secured -- Unimpaired 100% Claims Against NC Credit Class HC10a: Special -- Impaired [__]% Deficiency Claims Against NC Credit Class HC10b: Other -- Impaired [__]% Unsecured Claims Against NC Credit Class HC11: Priority -- Unimpaired 100% Claims Against NC Residual IV Class HC12: Secured -- Unimpaired 100% Claims Against NC Residual IV Class HC13: Other -- Impaired [__]% Claims Against NC Residual IV C. OPERATING DEBTORS Class OP1: Priority -- Unimpaired 100% Claims Against NCMC Class OP2: Secured -- Unimpaired 100% Claims Against NCMC Class OP3a: Special -- Impaired [__]% Deficiency Claims Against NCMC Class OP3b: EPD/Breach -- Impaired [__]% Claims Against NCMC Class OP3c: Other -- Impaired [__]% Unsecured Claims Against NCMC Class OP4: Priority -- Unimpaired 100% Claims Against NC Capital Class OP5: Secured -- Unimpaired 100% Claims Against NC Capital Class OP6a: Special -- Impaired [__]% Deficiency Claims Against NC Capital Class OP6b: EPD/ -- Impaired [__]% Breach Claims Against NC Capital Class OP6c: Other -- Impaired [__]% Unsecured Claims Against NC Capital Class OP7: Priority -- Unimpaired 100% Claims Against Home123 Class OP8: Secured -- Unimpaired 100% Claims Against Home123 Class OP9a: Special -- Impaired [__]% Deficiency Claims Against Home123 Class OP9b: Other -- Impaired [__]% Unsecured Claims Against Home123 Class OP10: Priority -- Unimpaired 100% Claims Against NC Asset Holding, NC Deltex, NC REO, NC REO II, NC REO III, NC Residual III, NCM Ventures, and NCoral Class OP11: Secured -- Unimpaired 100% Claims Against NC Asset Holding, NC Deltex, NC REO, NC REO II, NC REO III, NC Residual III, NCM Ventures, and NCoral Class OP12: Other -- Impaired [__]% Unsecured Claims Against NC Asset Holding, NC Deltex, NC REO, NC REO II, NC REO III, NC Residual III, NCM Ventures, and NCoral D. LENDING Class AL1: Priority -- Unimpaired 100% Claims Against Access Lending Class AL2: Secured -- Unimpaired 100% Claims Against Access Lending Class AL3: Other -- Impaired [__]% Unsecured Claims Against Access Lending The actual amount of cash available for distribution to holders of allowed unsecured claims will depend on various factors, including: (1) the cost of administering the estates and the Liquidating Trust, (2) amounts received on sales of assets, and (3) the amount of APS Claims. Holders of claims and interests that are unimpaired will be conclusively presumed to have accepted the Plan. Holders of other classes of claims and interests are entitled to vote to accept or reject the Plan. Through January 21, 2008, 3,754 claims, in an approximate amount of $35,100,000,000, have been filed against the Debtors. In addition, exclusive of inter-company claims, about 9,225 of the claims, in the approximate amount of $37,900,000, listed on the Debtors' schedules of assets and liabilities are not scheduled as contingent, unliquidated, or disputed and have not been superseded by filed claims. Of the claims filed against the Debtors, 666 claims for $23,700,000,000 will be classified as secured claims, 98 for $64,100,000 will be classified as administrative claims, 964 claims for $761,000,000 will be classified as priority tax claims or priority claims, and 2,026 claims for $10,500,000,000 will be classified as unsecured claims. Excluding duplicate claims, late-filed claims, and claims with no supporting documentation and to which objections have been filed, 211 claims for $22,000,000 will be classified as secured claims, 31 claims for $3,000,000 will be classified as administrative claims, 611 claims for $163,000,000 will be classified as priority tax claims or priority claims, and 2,284 claims for $7,400,000,000 will be classified as unsecured claims. Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The company offers a broad range of mortgage products designed to meet the needs of all borrowers. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $36,276,815 and total debts of $102,503,950. The Debtors' exclusive period to file a plan expired on Jan. 28, 2008. (New Century Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). NICHOLAS-APPLEGATE CBO: Moody's to Review B1, Caa2 Notes Ratings ---------------------------------------------------------------- Moody's Investors Service placed these notes issued by Nicholas- Applegate CBO II Ltd. on review for possible downgrade: Class Description: $13,750,000 Class C Floating Rate Notes, Due 2013 -- Prior Rating: B1 -- Current Rating: B1, on review for possible downgrade Class Description: $10,000,000 Class D Floating Rate Notes, Due 2013 -- Prior Rating: Caa2 -- Current Rating: Caa2, on review for possible downgrade According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool. NUTRITIONAL SOURCING: Court OKs Modified Bonus Plan for Managers ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved, with modifications, a bonus program for managers of Nutritional Sourcing Corp. on Jan. 31, Bill Rochelle of Bloomberg News reports. The company had asked the court for authority to pay $156,000 in discretionary year-end bonuses to employees, including senior management. But the official creditors' committee and the U.S. Trustee objected to the motion. Subsequently, the company withdrew a request for a $60,000 bonus for the chief financial officer. According to the report, the bonus program approved by the court prohibited the company both from paying more than the creditors' committee thought appropriate for each manager, and more than the average bonus the manager earned in recent years. Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and operates supermarkets and video rental shops in Puerto Rico and the US Virgin Islands. The company and two affiliates, Pueblo International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11 protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038 through 07-11040). Kay Scholer LLC represents the Debtors in their restructuring efforts. Pepper Hamilton LLP serves as their Delaware counsel. Skadden, Arps, Slate, Meagher & Flom LLP represent the Official Committee of Unsecured Creditors. The bankruptcy court has extended Nutritional Sourcing Corp.'s exclusive period to file a chapter 11 plan until March 3, 2008. The company has disclosed $130.8 million in assets and debt totaling $266.5 million with the Court. PETROLEUM DEVELOPMENT: Prices $203 Mil. Offering of 12% Sr. Notes ----------------------------------------------------------------- Petroleum Development Corporation has priced a private offering of $203 million aggregate principal amount of 12% Senior Notes due 2018. Interest on the notes will be payable on February 15 and August 15 of each year, beginning on Aug. 15, 2008, at an annual rate of 12%. The notes will mature on Feb. 15, 2018. PDC expects the sale of the notes to settle on Feb. 8, 2008. PDC plans to use the net proceeds of this offering to repay borrowings under its revolving bank credit facility and for general corporate purposes. Headquartered in Bridgeport, West Virginia, Petroleum Development Corporation (NASDAQ GSM: PETD) -- http://www.petd.com/-- is an independent energy company engaged in the development, production and marketing of natural gas and oil. Its operations are focused in the Rocky Mountains with additional operations in the Appalachian Basin and Michigan. * * * As reported in the Troubled Company Reporter on Jan. 16, 2008, Moody's Investors Service assigned a B2 Corporate Family Rating to Petroleum Development Corporation, a B3 (LGD 5; 77%) rating to its pending $250 million offering of senior unsecured notes, a B2 Probability of Default Rating, and an SGL-3 Speculative Grade Liquidity Rating. The rating outlook is stable. PHARMED GROUP: Gets Go-Signal to Auction Headquarters for $10.8MM ----------------------------------------------------------------- Pharmed Group Holdings Inc.'s headquarters building was sold last week for $10.8 million to Allplus Computer Systems Corp., Bill Rochelle at Bloomberg News reports. Pharmed initially agreed to sell the property to Florida Power & Light Co. for $10,100,000, Mr. Rochelle relates. Florida Power & Light Co. lost to Allplus at an auction supervised by the U.S. Bankruptcy Court for the Southern District of Florida in Miami. Mr. Rochelle says Florida Power & Light Co. objected unsuccessfully to Allplus' ability to bid. If Allplus doesn't complete the purchase, Pharmed may consummate the sale with Florida Power & Light Co. at the lower price, Mr. Rochelle says. As reported int the Troubled Company Reporter on Jan. 30, 2008, the Court approved the sale of Pharmed's remaining real property to Invatec Ltd. for $1.2 million. The TCR reported on Jan. 15, 2008, that the Court approved the Debtors' bidding procedure for the sale of real property to Invatec, subject to better and higher offer. Headquartered in Miami, Florida, Pharmed Group Holdings Inc. -- http://www.pharmed.com/-- and its affiliates sends drugs and medical supplies on Caribbean cruises. They distribute medical, rehabilitative, and surgical supplies throughout the southeastern U.S., as well as Caribbean, and Central and South American countries. They deliver products made by Dynatronics, Welch Allyn, and Smith & Nephew. In addition to their distribution businesses, they make and distribute vitamins, minerals, nutraceuticals, and dietary supplements. The company and four debtor-affiliates filed for chapter 11 protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187 through 07-19191). Paul Steven Singerman, Esq., and Brian Rich, Esq., at Berger Singerman PA, represent the Debtors. Trumbull Group LLC serves as the Debtors' claims and noticing agent. PLASTECH ENGINEERED: Inks Interim Pact Over Chrysler Tooling Rift ----------------------------------------------------------------- Plastech Engineered Products Inc. and its debtor-affiliates have reached an agreement with Chrysler LLC that ends the idling of Chrysler plants as a result of a dispute, Terry Kosdrosky of the Wall Street Journal reports. Pursuant to an interim agreement reached yesterday noon, Plastech resumed its shipment of car parts and components to Chrysler, which enabled the auto maker to resume its plant operations. The arrangement will continue until February 15, says WSJ. The temporary disruption was caused by a tooling dispute over the parties, with Chrysler attempting to grab its tooling equipment over at Plastech's plants and transfer them to other suppliers so its operations would not suffer. Chrysler sued Plastech in Court LLC, seeking a declaration that it has the right to immediate possession of a number of tools used by Plastech. The tools are used by Plastech to manufacture component parts it supplies to Chrysler. Chrysler asserts that, pursuant to certain prepetition agreements, it possesses: (a) unconditional and exclusive ownership interest in all the tools Plastech uses in manufacturing component parts for Chrysler; and (b) unconditional right to possess the tools immediately. Michael C. Hammer, Esq., at Dickinson Wright PLLC, in Detroit, Michigan, notes that Plastech is insolvent and is no longer able to meet the production requirements of Chrysler. Mr. Hammer asserts that if Chrysler does not transfer production of its parts to an alternate supplier, the company will lose production of approximately 500 end-item parts resulting to: -- a halt of the production of its entire corporate fleet of vehicles, which amounts to approximately 2,300,000 vehicles; -- idling of at least 14 plants; and -- the lay off of associated workers for an undetermined period of time. Chrysler has been blamed for Plastech's bankruptcy. Frank Merola, Esq., counsel for the second lien lenders in the Debtors' Chapter 11 cases, told the Honorable Phillip Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan that Chrysler's "precipitous" actions caused them to file for bankruptcy, WSJ relates. Chrysler strongly denied this assertion. Judge Shefferly, who commented that the agreement was a "sensible thing", has set February 13 to hear the parties' dispute, WSJ reports. About Chrysler LLC Based in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- a unit of Cerberus Capital Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan and Australia. * * * As reported in the Troubled Company Reporter on Nov. 12, 2007, Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Chrysler LLC and DaimlerChrysler Financial Services Americas LLC and removed it from CreditWatch with positive implications, where it was placed Sept. 26, 2007. S&P said the outlook is negative. About Plastech Engineering Based in Dearborn, Michigan, Plastech Engineered Products, Inc. -- http://www.plastecheng.com/-- is full-service automotive supplier of interior, exterior and underhood components. It designs and manufactures blow-molded and injection-molded plastic products primarily for the automotive industry. Plastech's products include automotive interior trim, underhood components, bumper and other exterior components, and cockpit modules. Plastech's major customers are General Motors, Ford Motor Company, and Toyota, as well as Johnson Controls, Inc. Plastech is a privately held company and is the largest family- owned company in the state of Michigan. The company is certified as a Minority Business Enterprise by the state of Michigan. Plastech maintains more than 35 manufacturing facilities in the midwestern and southern United States. The company's products are sold through an in-house sales force. The company and eight of its affiliates filed for Chapter 11 protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08- 42417). Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C., represent the Debtors in their restructuring efforts. The Debtors chose Jones Day as their special corporate and litigation counsel. Lazard Freres & Co. LLC serves as the Debtors' investment bankers, while Conway, MacKenzie & Dunleavy provide financial advisory services. The Debtors also employed Donlin, Recano & Company as their claims and noticing agent. As of Dec. 31, 2006, the company's books and records reflected assets totaling $729,000,000 and total liabilities of $695,000,000. PLASTECH ENGINEERED: Chrysler Wants Stay Lifted to Recover Tooling ------------------------------------------------------------------ Chrysler LLC, Chrysler Motors Company LLC, and Chrysler Canada Inc., ask the U.S. Bankruptcy Court for the Eastern District of Michigan to promptly lift the automatic stay to allow them to recover certain tooling from Plastech Engineered Products, Inc. and its debtor-affiliates, in accordance with the terms of their prior agreements with the Debtor and an order by the Wayne County Circuit Court. Chrysler intends to remove the tooling from certain Plastech plants and transfer production of component parts to alternate suppliers so as to avoid hampering its operations. Michael C. Hammer, Esq., at Dickinson Wright PLLC, in Detroit, Michigan, relates that Plastech provided Chrysler with numerous component parts, including door panels, floor consoles and engine covers. Chrysler utilizes the component parts in its manufacture of virtually all lines of Chrysler, Dodge and Jeep vehicles -- approximately 2,300,000 vehicles per year. The Debtor supplies approximately 500 end item part numbers to Chrysler, with the number becoming even greater if color of parts is separated. Each of those parts has at least one, and usually more, Tools or items of Tooling associated with it. Component parts provided by Plastech are used at Chrysler's assembly plants in the United States, Canada and Mexico. In addition, the Debtor's parts are used in Chrysler's various engine plants and in various vehicle kits that are sent to international locations for assembly. The Debtor utilizes certain specialized tooling in the manufacture of the Parts for Chrysler. Some of this Tooling was manufactured by the Debtor pursuant to tooling purchase orders issued by Chrysler. Other Tooling was provided to the Debtor by Chrysler. The Debtor's supply of the Parts to Chrysler is governed by supply agreements: (a) Chrysler's Production Purchasing General Terms and Conditions, (b) individual Purchase Orders, (c) a Financial Accommodation Agreement dated Feb. 12, 2007, (d) a Second Financial Accommodation Agreement dated January 22, 2008, and (e) an Amended Long Term Productivity Agreement dated Feb. 12, 2007. In early 2007, as a result of the Debtor's ongoing financial struggles, Chrysler and various other customers of the Debtor entered into the Accommodation Agreement, under which they provided the Debtor with financial accommodations totaling $46,000,000, so that Plastech could continue to operate and supply parts to Chrysler and its other customers. Chrysler and certain of its affiliates provided $6,900,000 of the financial accommodations to the Debtor. In exchange for the material financial accommodations provided by Chrysler, the Debtor agreed to these terms: -- The Tooling, i.e. all tooling, dies, test and assembly fixtures, jigs, gauges, patterns, casting patterns, cavities, molds, and documentation, together with any accessions, attachments, parts, accessories, substitutions replacements and appurtenances thereto used by Plastech in connection with manufacture of component and service parts for Chrysler is owned by Chrysler. -- Chrysler will have the right to take immediate possession of the Tooling at any time without payment of any kind should it elect to exercise that right. -- In the event of a dispute between the parties over whether any Tooling is owned by Chrysler, the Tooling will be presumed to be owned by Chrysler pending resolution of the dispute. After execution of the Accommodation Agreement, the Debtor advised Chrysler that it was again facing additional financial crises that would cause an interruption in the production of component parts unless Chrysler provided Plastech additional financial accommodations. In order to obtain continued production of Parts from the Debtor, Chrysler and various other customers of the Debtor entered into the Second Accommodation Agreement on Jan. 22, 2008. Under the terms of the Second Agreement, Chrysler agreed to pay the Debtor $10,700,000 than required by the then existing Supply Agreements. In total, and with the additional financial accommodations provided to the Debtor by Chrysler and other customers, the Debtor received $40,000,000 in accelerated payments pursuant to the terms of the Second Accommodation Agreement. In return for the financial accommodations provided by Chrysler under the Second Accommodation Agreement, the Debtor agreed to continue to supply component parts to Chrysler in accordance with the POs, and expressly again acknowledged and affirmed all of the terms and conditions of the Accommodation Agreement relating to Tooling. Notwithstanding the material financial accommodations, the Debtor defaulted on its obligations under the Supply Agreements, and made extraordinary economic demands of Chrysler, Mr. Hammer tells the Bankruptcy Court. Accordingly, Chrysler determined that it was necessary to take immediate possession of the Tooling, so as to resource production of component parts used to be manufactured by Plastech. On Feb. 1, 2008, Chrysler terminated its POs, and other relevant contracts with the Debtor and demanded that the Debtor deliver immediate possession of all of the Tooling to Chrysler. The Debtor did not comply with Chrysler's request. Chrysler thus began commencing actions against the Debtor in the various jurisdictions in which the Tooling is located, including Canada, seeking appropriate orders of injunctive relief from the various state courts permitting Chrysler to immediate possession of the Tooling. On Feb. 1, 2008, Chrysler obtained an order of possession from the Wayne County Circuit Court. The Circuit Court Order required the Debtor to allow Chrysler immediate and continuing access to all of its plants at which any of the Tooling was located, so that Chrysler could immediately take possession of the Tooling. Chrysler mobilized teams of trucks on the afternoon of February 1, and sent them to the Debtor's Michigan locations to retrieve Tooling. As the teams were in the process of entering the Debtor's facilities, the Debtor filed sought Chapter 11 protection and advised Chrysler's counsel of that petition. The ongoing prosecution of the State Court Actions and the enforcement of the State Court Orders were each stayed by virtue of the Debtor's Chapter 11 petition, and Chrysler accordingly notified its teams to stand down and leave the Debtor's premises without Chrysler's Tooling. Mr. Hammer avers that the Debtor, now clearly using the automatic stay as a sword, seeks to delay Chrysler from obtaining the Tooling, assumingly in hopes of extracting additional financial accommodations. The Debtor has discontinued production of the Parts, having already breached the Supply Agreements, and Chrysler has no duty or obligation to provide the accommodations, he adds. Chrysler believes that the Debtor will continue to refuse to release the Tooling, while at the same time halting production of the Part, thus creating tremendous jeopardy to Chrysler. Accordingly, it is necessary that Chrysler receive immediate relief from the automatic stay, and that the Court order the Debtor to immediately cooperate with Chrysler in its repossession of Chrysler's Tooling, Mr. Hammer argues. He asserts that immediate relief is required so that Chrysler can gain immediate possession of the Tooling and begin production with alternate suppliers, so as to avoid mounting damage claims. Mr. Hammer explains that Chrysler's damages are existing and ongoing, as two Chrysler assembly plants have already been forced to shut down as a result of the Debtor's failure to provide Parts. Mr. Hammer also notes that the Tooling is, without question, the sole and exclusive property of Chrysler. Accordingly, the automatic stay does not apply, and the Court should order the Debtor to facilitate delivery of the Tooling to Chrysler, he asserts. Even if the automatic stay does apply, "cause" exists to lift the stay, Mr. Hammer contends. "Because the Debtor has no ownership rights in the Tooling one way or the other, by definition, the Debtor has no equity in the Tooling," he asserts. If the automatic stay is not terminated so that Chrysler can complete the process of taking possession of the Tooling, Chrysler will continue to suffer material damage as additional assembly plants close, Mr. Hammer avers. "Such damages will far outweighing any possible detriment to the Debtor." About Plastech Engineering Based in Dearborn, Michigan, Plastech Engineered Products, Inc. -- http://www.plastecheng.com/-- is full-service automotive supplier of interior, exterior and underhood components. It designs and manufactures blow-molded and injection-molded plastic products primarily for the automotive industry. Plastech's products include automotive interior trim, underhood components, bumper and other exterior components, and cockpit modules. Plastech's major customers are General Motors, Ford Motor Company, and Toyota, as well as Johnson Controls, Inc. Plastech is a privately held company and is the largest family- owned company in the state of Michigan. The company is certified as a Minority Business Enterprise by the state of Michigan. Plastech maintains more than 35 manufacturing facilities in the midwestern and southern United States. The company's products are sold through an in-house sales force. The company and eight of its affiliates filed for Chapter 11 protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08- 42417). Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C., represent the Debtors in their restructuring efforts. The Debtors chose Jones Day as their special corporate and litigation counsel. Lazard Freres & Co. LLC serves as the Debtors' investment bankers, while Conway, MacKenzie & Dunleavy provide financial advisory services. The Debtors also employed Donlin, Recano & Company as their claims and noticing agent. As of Dec. 31, 2006, the company's books and records reflected assets totaling $729,000,000 and total liabilities of $695,000,000. (Plastech Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) PLASTECH ENGINEERED: S&P's Rating Tumble to D on Chap. 11 Filing ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on privately held Plastech Engineered Products Inc., including the corporate credit rating, which was lowered to 'D' from 'CCC+'. The ratings were removed from CreditWatch, where they had been placed on Dec. 6, 2007. "The ratings actions followed the company's announcement that it has filed for Chapter 11 reorganization in the U.S. Bankruptcy Court in the Eastern District of Michigan," said Standard & Poor's credit analyst Nancy Messer. Total balance-sheet debt was $488 million at Sept. 30, 2007. Dearborn, Michigan-based Plastech is a manufacturer of automotive parts, primarily injection-molded plastic components for vehicle interiors. PORTOLA PACKAGING: Nov. 30 Balance Sheet Upside-Down by $98.4 Mil. ------------------------------------------------------------------ Portola Packaging Inc.'s consolidated balance sheet at Nov. 30, 2007, showed $167.3 million in total assets and $265.7 million in total liabilities, resulting in a $98.4 million total stockholders' deficit. The company reported a net loss of 2.6 million for the first quarter of fiscal year 2008 ended Nov. 30, 2007, compared with a net loss of $2.1 million for the same period of fiscal year 2007. The company reported sales of $72.6 million for the first quarter of fiscal year 2008 compared to $67.4 million for the first quarter of fiscal year 2007, an increase of 7.7%. Portola reported operating income of $2.0 million for the first quarter of fiscal year 2008, compared to an operating income of $3.3 million reported in the first quarter of fiscal year 2007, a decrease of $1.3 million. The decrease was primarily due to lower gross margins of $1.1 million and higher product development expenses. The lower gross margins were the result of a lag in passing higher resin costs to customers and higher utility, freight and labor costs. EBITDA increased $400,000 to $7.6 million in the first quarter of fiscal year 2008 compared to $7.2 million in the first quarter of fiscal year 2007. Adjusted EBITDA, which excludes the effect of restructuring charges, (gains) or losses on the sale of assets and other non recurring expenses, increased $400,000 to $7.7 million in the first quarter of fiscal year 2008 compared to $7.3 million reported in the first quarter of fiscal year 2007. Higher foreign exchange gains of $1.7 million between the periods due to the weakening of the US dollar more than offset the lower operating income. Liquidity and Capital Resources At Nov. 30, 2007, the company had cash and cash equivalents, including restricted cash, of $3.6 million, an increase of $331,000 from Aug. 31, 2007. At Nov. 30, 2007, the company had total indebtedness of $222.8 million, $180.0 million of which was attributable to the Senior Notes. The remaining indebtedness of $42.8 million was attributable to the company's senior secured credit facility. Full-text copies of the company's consolidated financial statements for the quarter ended Nov. 30, 2007, are available for free at http://researcharchives.com/t/s?27bd About Portola Packaging Headquartered in Batavia, Illinois, Portola Packaging Inc. -- http://www.portpack.com/-- designs, manufactures and markets tamper-evident plastic closures used in dairy, fruit juice, bottled water, sports drinks, institutional food and other non- carbonated beverage markets. The company also produces a wide variety of plastic bottles for use in dairy, water and juice markets, including various high density bottles, as well as five- gallon polycarbonate water bottles. In addition, the company designs, manufactures and markets capping equipment for use in high speed bottling, filling and packaging production lines. Portola is also engaged in the manufacture and sale of tooling and molds used for blow molding. * * * As reported in the Troubled Company Reporter on Jan. 18, 2008, Standard & Poor's Ratings Services lowered its ratings on Portola Packaging Inc., including its corporate credit rating by two notches to 'CCC' from 'B-'. The outlook is negative. PRC LLC: U.S. Trustee Appoints Seven-Member Creditors Committee --------------------------------------------------------------- Diana G. Adams, the U.S. Trustee for Region 2, appoints seven members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of PRC LLC and its debtor-affiliates. The Creditors Committee members are: 1. Verizon Communications Inc. Attention: William Vermette, Assistant General Counsel 1133 19th Street, Northwest Washington, DC 20026 Tel: (703) 886-3301 2. IAC/InterActiveCorp. Attention: Gregg Winarski, Associate General Counsel 555 West 18th Street New York, NY 10011 Tel: (212) 314-7376 3. iEnergizer (USA) Inc. Attention: Ashish Madan, Vice President 1120 Avenue of the Americas New York, NY 10036 Tel: (917) 642-4126 4. SER Solutions, Inc. Attention: Jamie Oliver 45925 Horseshoe Drive, Suite 150 Dulles, VA 20147 Tel: (703) 948-5645 5. TMP Worldwide Avertising & Communications, LLC Attention: Emerson Moore, General Counsel 205 Hudson Street, 5th Floor New York, NY 10013 Tel: (646) 613-2060 6. Excel Marketing Solutions, Inc. Attention: Lee Massie Gills, Executive Vice President 11441 Apple Valley Drive Frisco, TX 75034 Tel: (214) 705-9156 7. NICE Systems Inc. Attention: David Ottensoser, General Counsel 301 Route 17 North, 10th Floor Rutherford, NJ 07070 Tel: (201) 964-2772 About PRC LLC Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC -- http://www.prcnet.com/-- is a leading provider of customer management solutions. PRC markets its services to brand-focused, Fortune 500 U.S. corporations and delivers these services through a global network of call centers in the U.S., Philippines, India, and the Dominican Republic. PRC is the sole member of each of PRC B2B, LLC, and Precision Response of Pennsylvania, LLC, and the sole shareholder of Access Direct Telemarketing, Inc., each of which is a debtor and debtor- in-possession in PRC's joint Chapter 11 cases. Panther/DCP Intermediate Holdings, LLC, is the sole member of PRC. PRC, together with its operating subsidiaries PRC B2B, Access Direct, and PRC PA, is a leading provider of complex, consultative, outsourced services in the Customer Care and Sales & Marketing segments of the business process outsourcing industry. Since 1982, the company has acquired and grown customer relationships for some of the world's largest and most brand-focused corporations in the financial services, media, telecommunications, transportation, and retail industries. The company and four of its affiliates filed for Chapter 11 protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08- 10239). Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP, represents the Debtors in their restructuring efforts. The Debtors chose Stephen Dube, at CXO LLC, as their restructuring and turnaround advisor. Additionally, Evercore Group LLC provides investment and financial counsel to the Debtors. The Debtors' consolidated financial condition as of Dec. 31, 2007 showed total assets of $354,000,000 and total debts of $261,000,000. PRC LLC: Wants to Employ Philip Goodeve as Chief Financial Officer ------------------------------------------------------------------ PRC, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ H. Philip Goodeve as their chief financial officer as of Dec. 1, 2007. The Debtors selected Mr. Goodeve as their consultant because of his extensive experience in finance, strategy and management positions, according to PRC Chief Executive Officer Jerry McElhatton. He relates that in August 2007, Mr. Goodeve was initially retained as a consultant by Diamond Castle Holdings, LLC, the Debtors' equity sponsor with respect to the purchase of the Debtors from its previous owner. From Sept. 1, 2007, to the date of bankruptcy, Mr. Goodeve's services have consisted of serving as PRC's chief financial officer, thus gaining invaluable and extensive knowledge of the Debtors' business, financial affairs, and capital structure. Under the consulting agreement, Mr. Goodeve will receive $75,000 in monthly fee, to be paid in bi-weekly installments. He is also entitled to a consummation fee for $550,000 if the reorganization is confirmed within five months after the bankruptcy filing, and an additional $300,000 if it is confirmed within one year. "If the restructuring is confirmed later than five months but earlier than one year after the Petition Date, the consummation fee will be prorated," Mr. McElhatton says. He adds that Mr. Goodeve will get $300,000 if the reorganization is confirmed later than one year but earlier than 13 months, and will be reimbursed of any expenses incurred related to work undertaken. PRC has proposed that Mr. Goodeve should not be required from filing quarterly fee applications, pointing out that he is not being employed as a professional under Section 327 of the Bankruptcy Code. The company will require him, however, to (i) file reports of payment earned and expenses incurred on at least a quarterly basis, and (ii) provide notice to the United States Trustee and all official committees. Subject to Court approval, PRC agrees to indemnify Mr. Goodeve under the terms of its operating agreement and other liability insurance, which PRC has purchased for its officers and consultants. About PRC LLC Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC -- http://www.prcnet.com/-- is a leading provider of customer management solutions. PRC markets its services to brand-focused, Fortune 500 U.S. corporations and delivers these services through a global network of call centers in the U.S., Philippines, India, and the Dominican Republic. PRC is the sole member of each of PRC B2B, LLC, and Precision Response of Pennsylvania, LLC, and the sole shareholder of Access Direct Telemarketing, Inc., each of which is a debtor and debtor- in-possession in PRC's joint Chapter 11 cases. Panther/DCP Intermediate Holdings, LLC, is the sole member of PRC. PRC, together with its operating subsidiaries PRC B2B, Access Direct, and PRC PA, is a leading provider of complex, consultative, outsourced services in the Customer Care and Sales & Marketing segments of the business process outsourcing industry. Since 1982, the company has acquired and grown customer relationships for some of the world's largest and most brand-focused corporations in the financial services, media, telecommunications, transportation, and retail industries. The company and four of its affiliates filed for Chapter 11 protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08- 10239). Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP, represents the Debtors in their restructuring efforts. The Debtors chose Stephen Dube, at CXO LLC, as their restructuring and turnaround advisor. Additionally, Evercore Group LLC provides investment and financial counsel to the Debtors. The Debtors' consolidated financial condition as of Dec. 31, 2007 showed total assets of $354,000,000 and total debts of $261,000,000. (PRC LLC Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) PRC LLC: Obtains Court Nod to Hire Epiq as Claims & Noticing Agent ------------------------------------------------------------------ PRC LLC and its debtor-affiliates obtained authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Epiq Bankruptcy Solutions, LLC as their noticing agent, as of Jan. 18, 2008. The Debtors sought the services of Epiq as they expect more than 1,000 creditors to file proofs of claim in their Chapter 11 cases. The Debtors are concerned that noticing, docketing and maintaining the claims would be time-consuming and burdensome for the office of the clerk of the bankruptcy court. As noticing agent, Epiq is expected to: -- inform all potential creditors about the bankruptcy petition and the first meeting of creditors; -- maintain an official copy of the Debtors' schedules of assets and liabilities, and statements of financial affairs; -- notify potential creditors of the existence and amount of their claims as stated in the schedules of assets and liabilities, and statements of financial affairs; -- docket all claims received, maintain the official claims register for the Debtors on behalf of the office of the clerk, and provide the clerk with certified duplicate unofficial claims register on a monthly basis, unless otherwise directed; -- record all transfers of claims and provide notices of the transfers; -- make changes in the official claims register pursuant to Court order; and -- assist in the solicitation, calculation and distribution of votes required to further the confirmation of plans of reorganization. Epiq agreed to provide the services on these terms and conditions stated in their standard bankruptcy services agreement dated Jan. 18, 2008: (a) The Debtors should make monthly payments to Epiq. (b) Epiq reserves the right to reasonably increase its prices, charges and rates on January 2nd of each year. However, if the increases exceed 10%, Epiq will be required to give 60 days prior written notice to the Debtors. (c) The Debtors should pay Epiq all taxes, including sales, use and excise taxes, but not personal property or income taxes. (d) The Debtors should pay Epiq any actual charges as a result of the Debtors' error or omission. (e) In the event of termination due to the Debtors' default, the Debtors should be liable for all amounts then owing. The firm's hourly rates are: Clerk Rate Range Average Rate ----- ---------- ------------ Clerk $40-$60 $50.00 Case Manager (Level 1) $125-$175 $142.50 IT Programming Consultant $140-190 $165.00 Case Manager (Level 2) $185-220 $202.05 Senior Case Manager $225-275 $247.50 Senior Consultant To be determined To be determined Epiq also agreed that the level of Senior Consultant activity will vary by engagement. If certain services are required, the usual average rate is $295 per hour. In connection with the engagement, no fees will be billed for creation of a Case Specific Website or for services rendered during the first six months of the case by Epiq's director of operations. Fees billed in connection with the preparation of schedules and statements of financial affairs will be billed hourly, subject to a cap on fees. Any additional professional services not covered by the proposal will be charged at hourly rates, including any outsourced data input services performed. Outside vendors may charge a premium for weekend and overtime work. Epiq will be indemnified and will not be held liable for any losses, damages, claims, among others, as a result of Epiq's rendering of services. Epiq Senior Vice-President and Director of Operations Daniel C. McElhinney assures the Court that Epiq is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). About PRC LLC Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC -- http://www.prcnet.com/-- is a leading provider of customer management solutions. PRC markets its services to brand-focused, Fortune 500 U.S. corporations and delivers these services through a global network of call centers in the U.S., Philippines, India, and the Dominican Republic. PRC is the sole member of each of PRC B2B, LLC, and Precision Response of Pennsylvania, LLC, and the sole shareholder of Access Direct Telemarketing, Inc., each of which is a debtor and debtor- in-possession in PRC's joint Chapter 11 cases. Panther/DCP Intermediate Holdings, LLC, is the sole member of PRC. PRC, together with its operating subsidiaries PRC B2B, Access Direct, and PRC PA, is a leading provider of complex, consultative, outsourced services in the Customer Care and Sales & Marketing segments of the business process outsourcing industry. Since 1982, the company has acquired and grown customer relationships for some of the world's largest and most brand-focused corporations in the financial services, media, telecommunications, transportation, and retail industries. The company and four of its affiliates filed for Chapter 11 protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08- 10239). Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP, represents the Debtors in their restructuring efforts. The Debtors chose Stephen Dube, at CXO LLC, as their restructuring and turnaround advisor. Additionally, Evercore Group LLC provides investment and financial counsel to the Debtors. The Debtors' consolidated financial condition as of Dec. 31, 2007 showed total assets of $354,000,000 and total debts of $261,000,000. (PRC LLC Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) PSS WORLD: Earns $14.2 Million in Fiscal 2008 Third Quarter ----------------------------------------------------------- PSS World Medical Inc. reported net income of $14.2 million for the fiscal 2008 third quarter ended Dec. 28, 2007, compared with net income of $11.1 million for the same period ended Dec. 29, 2006. David A. Smith, chairman and chief executive officer, commented, "Both businesses grew at two times their respective markets' growth rate with solid operating results and profit growth. Our business model continues to drive increased operating efficiencies, more than offsetting an environment of rising costs. Our customer programs and solutions continue to improve cash flow and efficiency, alleviating the pressures on customer income. We are excited to begin improving pharmaceutical-related services for our Florida-based customers over the next 90120 days." "We expect to have a strong finish to this fiscal year, the final year of our three-year strategic plan, and accomplish our goal of $0.81-$0.85 earnings per diluted share for fiscal year 2008. The company is now in the planning phase for the fiscal years 2009- 2011 strategic plan, and we look forward to sharing these plans on May 22 at our annual Investor Day," concluded Mr. Smith. Net sales for the three months ended Dec. 28, 2007, were $465.2 million, an increase of 1.5%, compared with net sales of $458.4 million for the three months ended Dec. 29, 2006. Income from operations for the three months ended Dec. 28, 2007, was $24.1 million compared with income from operations for the three months ended Dec. 29, 2006, of $17.9 million. Net sales for the nine months ended Dec. 28, 2007, were $1.4 billion, an increase of 4.9%, compared with net sales of $1.3 billion for the nine months ended Dec. 29, 2006. Income from operations for the nine months ended Dec. 28, 2007, was $63.1 million compared with income from operations for the nine months ended Dec. 29, 2006, of $58.2 million. Net income for the nine months ended Dec. 28, 2007, was $37.3 million, compared with net income for the nine months ended Dec. 29, 2006, of $34.8 million. David M. Bronson, executive vice president and chief financial officer, commented, "We continue to see positive traction in our key business strategies, with solid growth in pharmaceutical, equipment and private label sales. Operating margins continued to improve in both businesses, even with increased costs in the quarter related to pedigree compliance. Despite strong revenue growth, we continued to generate cash from operations, which allowed the continuation of our share repurchase program. Over the last three quarters, share repurchases have been an accretive use of capital, adding about $0.01 to our reported earnings per diluted share." Separately, the company noted that it has resolved outstanding issues with the Florida Department of Health regarding compliance with new state pharmaceutical pedigree regulations. In fiscal year 2008, costs associated with pedigree law compliance and settlement with the Florida Department of Health were $2.7 million for the first quarter, $2.1 million for the second quarter, and $1.4 million in the third quarter. Balance Sheet At Dec. 28, 2007, the company's consolidated balance sheet showed $841.6 million in total assets, $463.6 million in total liabilities, and $378.0 million in total stockholders' equity. About PSS Medical Based in Jacksonville, Florida, PSS World Medical Inc. (NASDAQ: PSSI) -- http://www.pssworldmedical.com/-- is a national distributor of medical products to physicians and elder care providers. * * * PSS World Medical Inc. still carries Standard & Poor's Ratings Services' BB long-term foreign and local issuer credit ratings, which were last placed on Aug. 10, 2006. The rating outlook remains stable. QUEBECOR WORLD: U.S. Court Approves Donlin Recano as Claims Agent ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York gave Quebecor World Inc. and its debtor-affiliates authority to employ Donlin, Recano & Company, Inc. as their claims, notice and balloting agent. As reported in the Troubled Company Reporter on Jan 28, 2008, Jeremy Roberts, Senior Vice-President Corporate Finance and Treasurer of Quebecor World (USA) Inc., states that Bankruptcy Clerk is not equipped to distribute notices, process all of the proofs of claim filed, and assist in the balloting process in the Debtors' Chapter 11 cases. Thus, an independent third party is needed to act on these related administrative tasks, he says. Louis Recano, a principal of Donlin, Recano & Company, Inc., relates that the company has served more than 200 clients for Chapter 11 cases globally and their services include noticing solutions, claims administration, solicitation planning and balloting, and plan distribution and tracking. The Debtors wish to engage with Donlin Recano under terms and conditions provided in a Standard Claims Administration and Noticing Agreement. The Debtors may further utilize other services offered by Donlin Recano, including assisting the Debtors in preparing the master creditor lists, gathering data related to the Debtors' schedules and maintenance of a post office box for receiving claims. The Debtors have paid Donlin Recano a retainer of $50,000. The firm will charge the Debtors at these rates: Senior Bankruptcy Consultant $205-250 per hour Case Manager $180-200 per hour Technology/Programming Consultant $115-195 per hour Senior Analyst $115-175 per hour Jr. Analyst $70-110 per hour Clerical $40-65 per hour The firm will also charge the Debtors for other services at their regular rates, including laser printing at $0.12 per page, Web hosting at $250 per month, among other things. Mr. Recano asserts that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code and holds no interest adverse to the Debtors or their estates for the matters for which the firm is to be employed. The firm can be reached at: Donlin Recano & Company, Inc. 419 Park Avenue South New York, NY 10016 Tel: (212) 481-1411 Fax: (212) 481-1416 http://www.donlinrecano.com/ Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE: IQW), -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well as print solutions to retailers, branded goods companies, catalogers and to publishers of magazines, books and other printed media. It has 127 printing and related facilities located in North America, Europe, Latin America and Asia. In the United States, it has 82 facilities in 30 states, and is engaged in the printing of books, magazines, directories, retail inserts, catalogs and direct mail. In Canada it has 17 facilities in five provinces, through which it offers a mix of printed products and related value-added services to the Canadian market and internationally. The company is an independent commercial printer in Europe with 19 facilities, operating in Austria, Belgium, Finland, France, Spain, Sweden, Switzerland and the United Kingdom. In March 2007, it sold its facility in Lille, France. Quebecor World (USA) Inc. is its wholly owned subsidiary. Quebecor World and its debtor-affiliates filed for chapter 11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08- 10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors in their restructuring efforts. The Debtors listed total assets of $5,554,900,000 and total debts of $4,140,700,000 when they filed for bankruptcy. As of Sept. 30, 2007, Quebecor World's unaudited consolidated balance sheet showed total assets of $5,554,900,000, total liabilities of $3,964,800,000, preferred shares of $175,900,000, and total shareholders' equity of $1,414,200,000. (Quebecor World Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) QUEBECOR WORLD: Justice Mongeon OKs Ernst & Young as CCAA Monitor ----------------------------------------------------------------- Quebecor World Inc. and its Canadian Debtor affiliates obtained permission from the Honorable Justice Robert Mongeon at the Superior Court of Justice (Commercial Division), for the Province of Quebec, in Canada, to appoint Ernst & Young Inc., as their monitor in its insolvency proceedings under the Canadian Companies' Creditors Arrangement Act. As an officer of the Canadian Court, E&Y is expected to monitor the Debtors' business and financial affairs. The Monitor will not interfere with the Debtors' business and financial affairs, and is not empowered to take possession of the Debtors' property nor manage any of their business or financial affairs. The Debtors and their directors, officers, employees and agents, accountants, auditors, and all other related parties will provide the Monitor with unrestricted access to all of the Debtors' properties, including premises, books, records, data, including data in electronic form, and all other documents of the Debtors in connection with the Monitor's duties and responsibilities. The Monitor may provide creditors and other interested parties with information relating to the Debtors. The Monitor, however, will not disclose any information that is considered confidential, proprietary or competitive, or where the disclosure of information would be prejudicial to the Debtors' restructuring process. The Monitor will not incur any liability or obligation as a result of its appointment and the fulfillment of its duties, except any liability arising from its gross negligence or willful misconduct. No action will be commenced against the Monitor relating to its appointment, except without prior leave of the Canadian Court. The Debtors will entitle the Monitor, its legal counsel, as well as the Debtors' legal counsel, an administration charge on the Debtors' Property, not exceeding CDN$5,000,000. About Quebecor World Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE: IQW), -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well as print solutions to retailers, branded goods companies, catalogers and to publishers of magazines, books and other printed media. It has 127 printing and related facilities located in North America, Europe, Latin America and Asia. In the United States, it has 82 facilities in 30 states, and is engaged in the printing of books, magazines, directories, retail inserts, catalogs and direct mail. In Canada it has 17 facilities in five provinces, through which it offers a mix of printed products and related value-added services to the Canadian market and internationally. The company is an independent commercial printer in Europe with 19 facilities, operating in Austria, Belgium, Finland, France, Spain, Sweden, Switzerland and the United Kingdom. In March 2007, it sold its facility in Lille, France. Quebecor World (USA) Inc. is its wholly owned subsidiary. Quebecor World and its debtor-affiliates filed for chapter 11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08- 10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors in their restructuring efforts. The Debtors listed total assets of $5,554,900,000 and total debts of $4,140,700,000 when they filed for bankruptcy. As of Sept. 30, 2007, Quebecor World's unaudited consolidated balance sheet showed total assets of $5,554,900,000, total liabilities of $3,964,800,000, preferred shares of $175,900,000, and total shareholders' equity of $1,414,200,000. (Quebecor World Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) QUEBECOR WORLD: Court Extends Noteholders' BIA Preference Period ---------------------------------------------------------------- The Honorable Justice Robert Mongeon at the Superior Court of Justice (Commercial Division), for the Province of Quebec, in Canada, authorized certain holders of notes issued by Quebecor World Inc., to file a petition seeking to extend certain preference periods under the Bankruptcy and Insolvency Act for transactions entered by QWI in October 2007. The noteholders allege that, in connection with the transactions, QWI owes them "at least $1,000" as of Jan. 25, 2008, and has ceased to meet their liabilities generally as they become due. The preference period expired by the end of January 2008. Ernst & Young, QWI's CCAA monitor, consented to the request for extension of the preference period. Justice Mongeon, however, noted that in accordance with his prior order barring any actions or proceedings against QWI until Feb. 20, 2008, the noteholders are prohibited from performing other actions against QWI. The noteholders are AIG Global Investment Corp., Avenue Capital Management II Gen Par, LLC, MacKay Shields LLC, and Oaktree Capital Management LP. Jay Carfagnini, Esq., at Goodmans LLP, in Ontario, Canada, represents the noteholders. About Quebecor World Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE: IQW), -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well as print solutions to retailers, branded goods companies, catalogers and to publishers of magazines, books and other printed media. It has 127 printing and related facilities located in North America, Europe, Latin America and Asia. In the United States, it has 82 facilities in 30 states, and is engaged in the printing of books, magazines, directories, retail inserts, catalogs and direct mail. In Canada it has 17 facilities in five provinces, through which it offers a mix of printed products and related value-added services to the Canadian market and internationally. The company is an independent commercial printer in Europe with 19 facilities, operating in Austria, Belgium, Finland, France, Spain, Sweden, Switzerland and the United Kingdom. In March 2007, it sold its facility in Lille, France. Quebecor World (USA) Inc. is its wholly owned subsidiary. Quebecor World and its debtor-affiliates filed for chapter 11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08- 10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors in their restructuring efforts. The Debtors listed total assets of $5,554,900,000 and total debts of $4,140,700,000 when they filed for bankruptcy. As of Sept. 30, 2007, Quebecor World's unaudited consolidated balance sheet showed total assets of $5,554,900,000, total liabilities of $3,964,800,000, preferred shares of $175,900,000, and total shareholders' equity of $1,414,200,000. (Quebecor World Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) QUEBECOR WORLD: Gets Interim OK to Use $1 Billion DIP Facility -------------------------------------------------------------- Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York authorizes Quebecor World Inc. and its debtor-affiliates, in the interim, to enter into a $1,000,000,000 DIP facility with Credit Suisse Securities (USA), LLC, and Morgan Stanley Senior Funding Inc. The Honorable Justice Robert Mongeon at the Superior Court of Justice (Commercial Division), for the Province of Quebec, who oversees the Debtors' insolvency proceedings under the Canadian Creditors' Companies Arrangement Act, also authorizes the Canadian Applicants to enter into the $1,000,000,000 DIP Facility. Judge Peck authorizes the U.S. Debtors to borrow, pending a final hearing, up to an aggregate of $750,000,000 to purchase the Receivables Portfolio from non-debtor Quebecor World Finance, Inc., and pay for other general corporate purposes. The DIP Lenders will be entitled an allowed administrative expense claim with priority, subject only to a Carve-Out for payment of professional fees and expenses, over all other kinds of claims. The Carve-Out means: (a) unpaid fees and expenses of professionals retained by the Debtors or any statutory committees that are incurred before an Event of Default in the DIP Facility; (b) unpaid fees and expenses of professionals retained by the Debtors or any statutory committees up to an amount not exceeding $20,000,000, that are incurred after the occurrence of an Event of Default; (c) reasonable fees and expenses of a Chapter 7 trustee up to an amount not exceeding $250,000; and (d) fees to be paid to the Court and the office of the U.S. Trustee. Judge Peck will convene a hearing on March 6, 2008, at 10:00 a.m., to consider final approval of the $1,000,000,000 DIP Facility. Objections are due February 28. The U.S. Court also granted a series of other requests from Quebecor World's subsidiaries in the United States. Among other things, the Court authorized the Company to continue to honor its ongoing obligations to its employees and to honor all commitments to the Company's customers so as to ensure that customers receive the same high level of service they depend upon to meet their advertising and publishing needs. Quebecor World Beats Deadline by Minutes Bloomberg News reports that Judge Peck approved Quebecor World's interim loan, part of the overall request to borrow $1,000,000,000, eight minutes before a 5 p.m. cut-off by the DIP Lenders. Quebecor World's request was approved Jan. 23, 2008. "These have been two of the worst days we have ever seen in the credit markets, that's why there's a commitment deadline," said Douglas Bartner, Shearman & Sterling LLP, representing Credit Suisse Group and Morgan Stanley. About Quebecor World Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE: IQW), -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well as print solutions to retailers, branded goods companies, catalogers and to publishers of magazines, books and other printed media. It has 127 printing and related facilities located in North America, Europe, Latin America and Asia. In the United States, it has 82 facilities in 30 states, and is engaged in the printing of books, magazines, directories, retail inserts, catalogs and direct mail. In Canada it has 17 facilities in five provinces, through which it offers a mix of printed products and related value-added services to the Canadian market and internationally. The company is an independent commercial printer in Europe with 19 facilities, operating in Austria, Belgium, Finland, France, Spain, Sweden, Switzerland and the United Kingdom. In March 2007, it sold its facility in Lille, France. Quebecor World (USA) Inc. is its wholly owned subsidiary. Quebecor World and its debtor-affiliates filed for chapter 11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08- 10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP represents the Debtors in their restructuring efforts. The Debtors listed total assets of $5,554,900,000 and total debts of $4,140,700,000 when they filed for bankruptcy. As of Sept. 30, 2007, Quebecor World's unaudited consolidated balance sheet showed total assets of $5,554,900,000, total liabilities of $3,964,800,000, preferred shares of $175,900,000, and total shareholders' equity of $1,414,200,000. (Quebecor World Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) R&B CONSTRUCTION: Case Summary & 26 Largest Unsecured Creditors --------------------------------------------------------------- Lead Debtor: R.&B. Construction, Inc. 8030 Spivey Road Jonesboro, GA 30236 Bankruptcy Case No.: 08-62023 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Joy Built Homes, Inc. 08-62029 Type of Business: The Debtor is a home builder. See http://www.randbnewhomes.com/ Chapter 11 Petition Date: January 4, 2008 Court: Northern District of Georgia (Atlanta) Judge: C. Ray Mullins Debtors' Counsel: James L. Paul, Esq. Chamberlain, Hrdlicka, White, Williams & Martin 34th Floor 191 Peachtree Street Northeast Atlanta, GA 30303-1410 Tel: (404) 659-1410 Fax: (404) 659-1852 R.&B. Construction, Inc's Financial Condition: Total Assets: $100 Million to $500 Million Total Debts: $100 Million to $500 Million A. R.&B. Construction, Inc's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bowlin Grading Co. trade debt $960,920 P.O. Box 589 Williamson, GA 30292 Hope Lumber & Supply trade debt $533,237 1447 Old Highway 147 Milner, GA 30257 Wendell Parker Development trade debt $292,823 114 Pine Crest Drive Byron, GA 31008 Builders First Source trade debt $249,024 Elite Lawn Care, Inc. trade debt $235,978 R.C.S.I. trade debt $159,844 Building Specialities trade debt $146,062 Adenus Solutions Group trade debt $109,205 Southern Siding Co. trade debt $66,225 Builders Insulation trade debt $64,613 Machine Construction Co. trade debt $63,072 Heard County Concrete trade debt $41,961 C.&J. Carriers trade debt $40,975 John Brewer & Associates trade debt $39,369 Lafarge Building Materials trade debt $38,612 Lake Shore Truss, Inc. trade debt $29,767 The Lumber Yard trade debt $42,165 Thomas Concrete of Georgia, trade debt $39,165 Inc. Woodman Insulation trade debt $36,650 Residential Products trade debt $35,401 B. Joy Built Homes, Inc's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Productivity Card Services $5,000 P.O. Box 410426 Salt Lake City, UT 84141 Daniele Carroll $2,027 437 Sandollar Drive Clarksville, GA 30523 1st A.A. Service Corp. trade debt $1,740 3120-A Frederick Road Opelika, AL 36801 Betterway Conveyors, Inc. $277 Southern Surveying, Inc. $100 A.T.&T. $62 RELIANCE INTERMEDIATE: Financing Plan Won't Affect S&P's Ratings ---------------------------------------------------------------- Standard & Poor's Ratings Services said that the revised financing plan related to the proposed senior secured debt issuances from Reliance L.P. (Opco, senior secured debt rating: 'BBB-') and Reliance Intermediate Holdings L.P. (Holdco, senior secured debt rating: 'BB-') will not affect the ratings on either partnership. The financing originally scheduled in fourth-quarter 2007 was delayed due to unfavorable market conditions. The issuers now plan to place the proposed debt issuances in two stages largely through the private placement markets. The first stage will comprise about CDN$675 million Opco notes and CDN$275 million Holdco notes, and is scheduled for February 2008. The issuers plan to place the remaining CDN$400 million Opco notes in the second half of 2008. The revised plan has not affected the ratings as there is no material change in the proposed debt amounts, structure, and specific details of the financing package, which were assumed in S&P's rating analysis. Despite the delay, the issuers shouldn't face any imminent liquidity concern as the existing bridge financing will only mature at the end of 2008. The assigned ratings remain subject to both final legal documentation and maintenance of S&P's assumptions in the final debt issuances. RENAISSANCE HOME: Moody's Junks Ratings on Three Tranches --------------------------------------------------------- Moody's Investors Service has placed on review the rating of four tranches and downgraded three tranches from three Renaissance Home Equity Loan Trust deals. The collateral backing each tranche consists of primarily first lien, fixed- and adjustable-rate subprime residential mortgage loans originated by Delta Funding Corporation. The deals being reviewed are affected by a reduction in projected available credit enhancement resulting from higher projected losses generated by a build-up of seriously delinquent loans as well as increased severities. Complete rating actions are: Issuer: Renaissance Home Equity Loan Trust 2002-2 -- Cl. M-1; Currently Aa2 on review for possible downgrade -- Cl. M-2; Currently A2 on review for possible downgrade -- Cl. B; Downgraded from Ba3 to Ca Issuer: Renaissance Home Equity Loan Trust 2002-3 -- Cl. M-2; Currently A2 on review for possible downgrade -- Cl. B; Downgraded from B2 to Caa3 Issuer: Renaissance Home Equity Loan Trust 2002-4 -- Cl. M-2; Currently A2 on review for possible downgrade -- Cl. B; Downgraded from Ba2 to Caa1 RISKMETRICS GROUP: Improved Finances Cues S&P to Lift Rating to B+ ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on New York-based RiskMetrics Group Holdings LLC to 'B+' from 'B'. This action reflects the company's improved financial profile after it repaid its $125 million second-lien term loan following the completion of its IPO. At the same time, Standard & Poor's removed its ratings on RiskMetrics Group from CreditWatch, where they had been placed with positive implications on Sept. 20, 2007, following announcements that the company expected to use proceeds from its planned IPO for debt reduction and general corporate purposes. The outlook is stable. Standard & Poor's also raised its bank loan rating on the company's $325 million senior secured first-lien credit facility to 'BB' (two notches above the corporate credit rating on the company) from 'BB-'. The first-lien facility consists of a $300 million term loan due 2014 and a $25 million revolving credit facility due 2013. The recovery rating remains unchanged at '1', indicating the expectation for very high (90% to 100%) recovery in the event of a payment default. The 'B' issue-level rating on RiskMetrics Group's $125 million senior secured second-lien facility was withdrawn as a result of the repayment. "The ratings on RiskMetrics Group reflect the company's narrow business profile, short operating track record at its current revenue and profitability levels, and high leverage," said Standard & Poor's credit analyst David Tsui. "These factors are offset partially by favorable business segment growth and a predictable and recurring revenue stream stemming from high renewal rates and subscription-based revenues." RITCHIE MULTI-STRATEGY: Paying $30 Million to Settle SEC Inquest ---------------------------------------------------------------- Ritchie Capital said yesterday that Ritchie Multi-Strategy Global Trading Ltd. and Ritchie Capital Management LLC have reached a settlement with the United States Securities and Exchange Commission and the New York Attorney General regarding their joint investigation into trading in shares of mutual funds by the Fund in the period 2001 through September 2003. Thane Ritchie, chief executive officer of Ritchie Capital, said "We are pleased to put this matter behind us, and we will continue our other efforts to maximize value for all of our investors." Under the settlement, neither the Fund nor the Investment Manager will admit or deny the findings set out in the SEC and NYAG's orders. The Fund will pay $30 million of "disgorgement" plus $7.44 million in interest that will be distributed to the affected mutual funds. The Investment Manager has agreed to pay a $2.5 million penalty. Illinois State Court Trashes Huizenga's Complaint As reported in the Troubled Company Reporter on Sept. 17, 2007, Illinois state court judge dismissed all of the claims brought in a complaint filed against Ritchie Risk-Linked Strategies LLC, Ritchie Capital Management and other defendants by Huizenga Managers Fund LLC. "We've said all along that this was a frivolous and baseless suit that serves only to waste investors' money, unfairly tarnish our reputation, and distract from the sale of our life portfolio and the recovery of damages caused by Coventry First's fraud," said Thane Ritchie, founder and CEO of Ritchie Capital. "Should an amended complaint be filed, we are confident that it would be dismissed before it reaches trial because it lacks merit and is based on false allegations." Huizenga is an investor in Ritchie Risk-Linked Strategies which invested in the insurance sectors including two special purpose entities holding portfolios of life policies purchased from Coventry First LLC. In October 2006, the New York Attorney General charged Coventry with bid rigging and fraud. This ultimately terminated a planned securitization of the life portfolios. In order to position the assets for a possible sale that would return the most value to investors, the special purpose entities began bankruptcy proceedings in June 2007. About Ritchie Capital Headquartered in Lisle, Illinois, Ritchie Capital Management Ltd. - http://www.ritchiecapital.com/-- is a private asset management firm founded in 1997 by former college football linebacker Thane Ritchie. The company has offices in New York and Menlo Park, California. About Ritchie Multi-Strategy Ritchie Multi-Strategy Global LLC is a domestic hedge fund. Three parties -- Benchmark Plus Institutional Partners LLC, Benchmark Plus Partners LLC, and Sterling Low Volatility Fund Q.P. National City Corp. -- filed a Chapter 11 petition against the company on Dec. 26, 2007 (Bankr. N.D. Ill. Case No. 07-24236). Jeff J. Marwil, Esq., at Winston & Stawn LLP, in Chicago, Illinois, represents the petitioners. The three petitioners disclosed around $46 million in claims. ROBERT RENCEWICZ: Case Summary & 16 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Robert J. Rencewicz dba Renzi's Cigars 14 13th Street Burlington, New Jersey 08016 Bankruptcy Case No.: 08-11914 Chapter 11 Petition Date: February 1, 2008 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Michael B. Kaplan Debtor's Counsel: Allen I. Gorski Teich Groh 691 State Highway 33 Trenton, New Jersey 08619-4407 Tel: (609) 890-1500 Total Assets: $316,100 Total Debts: $1,229,547 Debtor's list of its 16 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ State of New Jersey Tobacco Tax $448,607 Division of Taxation PO Box 198 Trenton, NJ 08695-0198 Bank of America, N.A. Credit Line $63,958 PO Box 535310 Atlanta, GA 30353-5310 Wachovia Bank, N.A. Credit Card $59,193 PO Box 563966 Charlotte, NC 28256-3966 Wachovia real estate; $59,000 value of security: $250,000; value of senior lien: $251,157 Wells Fargo Credit Card $54,312 Chase Cardmember Service Credit Card $47,110 Bank of America Credit Card $23,863 Bank of America Credit Line $23,862 Capital One Bank Credit Card $23,176 GE Money LOC Credit Card $22,573 Advanta Bank Corp Credit Card $18,665 Wells Fargo Card Services Credit Card $17,702 Washington Mutual Card Credit Card $14,809 Discover Credit Card $15,372 FIA Card Services Credit Card $13,124 GE Money Credit Card $10,254 SEAGATE TECHNOLOGY: Earns $403 Million in 2007 Second Quarter ------------------------------------------------------------- Seagate Technology reported net income of $403.0 million on revenue of $3.42 billion for the second quarter ended Dec. 28, 2007, compared with net income of $140.0 million on revenue of $3.00 billion in the same period ended Dec. 29, 2006. Results for the three months ended Dec. 28, 2007, includes approximately $31.0 million of purchased intangibles amortization and other charges associated with the Maxtor, EVault and MetaLINCS acquisitions and also a net gain from asset sales of approximately $15.0 million. Excluding these items, non-GAAP net income was $419.0 million. Included in both GAAP and non-GAAP results are restructuring charges of approximately $27.0 million. For the six months ended Dec. 28, 2007, Seagate reported revenue of $6.71 billion and net income of $758.0 million, compared with revenue of $5.79 billion and net income of $159.0 million in the same period ended Dec. 29, 2006. Results for the six months ended Dec. 28, 2007, includes approximately $61.0 million of purchased intangibles amortization and other charges associated with the Maxtor, EVault and MetaLINCs acquisitions and also a net gain from asset sales of approximately $15.0 million. Excluding these items, non-GAAP net income was $804.0 million. Included in both GAAP and non-GAAP results are restructuring charges of approximately $32.0 million. "Seagate's strong financial performance in the quarter reflects the company's solid business model and expanded product portfolio, which positioned us well in a favorable industry environment characterized by seasonal strength across all storage markets and continued growth in global demand," said Bill Watkins, Seagate chief executive officer. "During the quarter, Seagate achieved record shipments and experienced some capacity constraints, underscoring the phenomenal growth of digital content in both the consumer and commercial markets. Based on unit demand across all categories, we entered the March quarter in a position of strength. The storage industry remains one of the world's most important and exciting industries. We are confident Seagate's vision, technology, and operational excellence will drive us to continued strong financial and operating performance in the March quarter and double-digit year- over-year growth." Stock Repurchase During the quarter ended Dec. 28, 2007, the company repurchased approximately 9.3 million of its common shares related to its share repurchase plan. The average price of the shares delivered to the company in the December quarter was $27.00. The company has authorization to purchase approximately $474.0 million of additional shares under the current stock repurchase program and the company anticipates utilizing the remaining authorization within the March quarter. Balance Sheet At Dec. 28, 2007, the company's consolidated balance sheet showed $10.61 billion in total assets, $5.53 billion in total liabilities, and $5.08 billion in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended Dec. 28, 2007, are available for free at http://researcharchives.com/t/s?27bb About Seagate Technology Headquartered in Scotts Valley, California, and registered in Cayman Islands, Seagate Technology (NYSE: STX) -- http://www.seagate.com/-- designs, manufactures and markets hard disc drives, and provides products for a wide-range of Enterprise, Desktop, Mobile Computing, Consumer Electronics and Branded Solutions. * * * Seagate Technology still carries Standard & Poor's BB+ long-term foreign issuer credit and long-term local issuer credit ratings. Outlook is stable. SEALY CORP: December 2 Balance Sheet Upside-down by $130 Million --------------------------------------------------------------- Sealy Corporation reported results for its fourth quarter and full fiscal year 2007. The fiscal year ended Dec. 2, 2007, was a 53- week year compared to a 52-week fiscal year 2006. At Dec. 2, 2007, the company's balance sheet showed total assets of $1.03 billion, total liabilities of $1.16 billion, resulting to a total shareholders' deficit of $0.13 billion. Net income for the fourth quarter of 2007 was $17.1 million compared to $21.5 million for the comparable period a year ago. "In 2007 we executed well on key strategies which we believe are going to be critical to our ongoing success, including driving unit volume and protecting valuable real estate on our retailers' floors," David J. McIlquham, Sealy's chairman and chief executive officer. "However, it was a challenging year for Sealy as our fiscal 2007 financial results did not meet our expectations,". Mr. McIlquham stated. "The difficult consumer spending environment combined with rising commodity cost pressures is expected to continue for the next few quarters." "While we cannot control these external forces, we will begin to roll out our exciting new Sealy Posturepedic platform, implement significant changes within the Sealy organization to improve costs, and intensify our marketing strategy to support the new Posturepedic positioning of 'No Tossing and Turning Caused by Pressure Points,'" Mr. McIlquham added. Net income for 2007 was $79.4 million versus net income of $74.0 million for the comparable period a year ago. Fiscal year 2007 results include $26.4 million of incremental material costs to achieve compliance with the federal flammability standards that took effect on July 1, 2007, $6.4 million of additional national advertising costs, $6.2 million in charges related to customer bankruptcies and $3.9 million of expense associated with an organizational realignment in the United States. Fiscal year 2006 results include $34.2 million of charges related to the company's IPO, associated debt extinguishments and noncash compensation, partially offset by a reduction in charges of $5.7 million due to changes in estimates underlying the reserves for workers' compensation claims. Liquidity The company generated $94.4 million of cash flow from operations in fiscal 2007. For the full fiscal year 2007, Sealy reduced its net debt by $7.8 million, purchased 1.1 million shares of its common stock for an aggregate cost of $16.3 million, and paid $27.4 million in cash dividends to stockholders. "We have begun implementation of some key strategic initiatives that we believe are necessary to drive profitable growth in the current environment," Mr. McIlquham continued. "These include driving AUSP growth through new product mix and selective price increases, controlling our product launch costs, creating new advertising strategies for retail and our Sealy Posturepedic brand, expanding our latex production and product lines, achieving meaningful cost reductions in fixed operating expenses and infrastructure, and building on our strength in our international markets." "Our long-term outlook remains favorable with solid growth drivers, and we know that we must continue to invest and innovate to protect and strengthen Sealy's leadership position in the industry for improved and sustainable results," Mr. McIlquham related. About Sealy Corporation Headquartered in Trinity, North Carolina, Sealy Corporation (NYSE: ZZ) -- http://www.sealy.com/-- manufactures and markets a broad range of mattresses and foundations under the Sealy(R), Sealy Posturepedic(R), Stearns & Foster(R), and Bassett(R) brands. Sealy operates 26 plants in North America. SECURE COMPUTING: Posts $35.1 Mil. Net Loss for Fiscal Year 2007 ---------------------------------------------------------------- Secure Computing Corporation has reported $35.1 million net loss for fiscal year ended Dec. 31, 2007 as compared to the prior year of $27.4 million. The company incurred $3.5 million net loss for the quarter ended Dec. 31, 2007, compared to $27.4 million at the same quarter of the previous year. For the quarter ended Dec. 31, 2007, the company's statement of operations reflected total revenues of $66.5 million, representing 29% increase in revenue compared to $51.6 million in the same quarter last year. For the year ended Dec. 31, 2007, total revenues were at $237.5 million compared to the previous year at $176.7 million. As of Dec. 31, 2007, the company's consolidated balance sheet showed a total assets of $718.7 million, total liabilities of $251.8 million and a total shareholder's equity of $397.6 million. The company also generated a record $15.7 million of cash from operations and reduced the long term debt balance by $12.0 million. Billings for the quarter were a record $82.2 million, a 6% increase compared to the same quarter last year. "Secure delivered a record quarter, based on good execution across the company," John McNulty, chairman and chief executive officer of Secure Computing, said. "Our momentum is clearly building - the threat environment on the internet is only increasing and our comprehensive product portfolio uniquely protects companies from these threats." "We are optimistic about the outlook for the company and expect to deliver consistent growth and profitability going forward," Mr. McNulty added. "In today's market, we view billings and cash generated from operations as two key metrics," Tim Steinkopf, senior vice president of operations and chief financial officer, said. "Specific to these metrics, our financial results for the fourth quarter produced record billings, up 11 percent sequentially, and record cash generated from operations." "For the full year 2007, we generated $0.72 per fully diluted share in cash from operations," Mr. Steinkopf continued. About Secure Computing Headquartered in San Jose, California, Secure Computing Corporation (NASDAQ:SCUR) -- http://www.securecomputing.com-- provides enterprise gateway security solutions. Its portfolio of solutions provide web gateway, messaging gateway and network gateway security, as well as identity and access management that are differentiated by the protection provided by TrustedSource. The Companys solutions for securing critical connections fall into four categories: TrustedSource global intelligence, enterprise gateway security appliances, identity and access management, and security and support services. On Aug. 31, 2006, the company acquired CipherTrust Inc. * * * Secure Computing Corporation obtained Moody's Investor's Service's long-term corporate family rating at 'B2', probability of default rating at B3 and bank loan debt rating at 'B2' on Aug. 10, 2006. These rating actions still hold up to date. SILVER STATE: Slump in U.S. Credit Markets Cues Chapter 7 Filing ---------------------------------------------------------------- Silver State Helicopters, a privately-owned company based in Las Vegas, Nevada, filed a petition with the U.S. Bankruptcy Court for relief under Chapter 7 of the bankruptcy code. The company closed all operations Sunday, Feb. 3, 2008, at 5:33 p.m. PST. This action followed a rapid, unprecedented downturn in the U.S. credit markets, which severely curtailed the availability of student loans for the company's flight academy students and resulted in a sharp and sudden downturn in new student enrollment. "The decision to shut down operations was made only after the company explored its other available alternatives," said Elizabeth Trosper, company spokesperson. "Information for former employees and students will be disseminated as it becomes available." About Silver State Helicopters Silver State Helicopters -- http://www.silverstatehelicopters.com/ -- operated flight academies at more than thirty locations in fifteen states. SIMPSON BRICK: Case Summary & 29 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Simpson Brick Sales, Inc. P.O. Box 787 Commerce, GA 30249 Bankruptcy Case No.: 08-20274 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Residential Masonry Group, Inc. 08-20275 Type of Business: The Debtors provide brick, masonry accessories, roofing and fireplace materials. See http://www.simpsonbrick.com/ Chapter 11 Petition Date: February 4, 2008 Court: Northern District of Georgia (Gainesville) Judge: Robert Brizendine Debtors' Counsel: Charles N. Kelley, Jr., Esq. Cummings Kelley & Bishop P.C. 311 Green Street, Suite 302 Gainesville, GA 30501-3373 Tel: (770) 531-0007 Fax: (770) 533-9087 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million A. Simpson Brick Sales, Inc.'s list of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Hanson Brick Trade $831,586 Suite 555, 15720 John J. Delaney Drive Charlotte, NC 28277 LaFarge North America Trade $648,334 P.O. Box 102733 Atlanta, GA 30368 Cherokee Brick & Tile Trade $314,859 P.O. Box 4567 Macon, GA 31208 Holdcim Trade $135,845 Metro Steel, Inc. Trade $114,941 Triple H Transport, Inc. Trade $106,823 Adams Motor Express, Inc. Trade $87,502 American Express $64,947 Coronado Stone Trade $59,731 USA Block Trade $57,074 Palmetto Brick $55,996 South Gwinnett Sand & Gravel Trade $55,683 Southern Heritage Masonry $52,109 Old Virginia Brick Trade $50,964 PineHall Brick Trade $37,715 Faulkner Trucking Trade $32,746 Intransit Inc. Trade $26,950 Henry Brick Co. Trade $25,919 Slate Transportation Trade $20,845 Suntrust Bankcard $20,827 B. Residential Masonry Group, Inc.'s list of its Nine Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Gulf Eagle Supply $11,099 9550 John Elliott Drive, Suite 102 Frisco, TX 75034-2227 Yancy Brothers $10,514 Drawer CS 198757 Atlanta, GA 30384-8757 Fulton Concrete $9,228 P.O. Box 534 Alpharetta, GA 30009 Masonry Association of Georgia $2,533 J. Geyer Adv. $2,829 Apec Signs $1,953 Sunbelt Rentals $81 Georgia Printing $66 LDI Repro Printing $48 SIRVA INC: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------- Lead Debtor: SIRVA, Inc. 700 Oakmont Lane Westmont, IL 60559 Bankruptcy Case No.: 08-10433 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- D.J.K. Residential, L.L.C. 08-10375 A Five Star Forwarding, Inc. 08-10376 A Relocation Solutions Management Co. 08-10377 A Three Rivers Forwarding, Inc. 08-10378 Allied Freight Forwarding, Inc. 08-10379 A.V.L. Transportation, Inc. 08-10380 Alaska U.S.A. Van Lines, Inc. 08-10381 Allied Alliance Forwarding, Inc. 08-10382 Allied Continental Forwarding, Inc. 08-10383 Allied Domestic Forwarding, Inc. 08-10384 Allied Intermodal Forwarding, Inc. 08-10385 Allied International N.A., Inc. 08-10386 Allied Interstate Transportation, Inc. 08-10387 Allied Transcontinental Forwarding, Inc. 08-10388 Allied Transportation Forwarding, Inc. 08-10389 Allied Van Lines Terminal Co. 08-10390 Allied Van Lines, Inc. 08-10391 Allied Van Lines, Inc. of Indiana 08-10392 Americas Quality Van Lines, Inc. 08-10393 Anaheim Moving Systems, Inc. 08-10394 Cartwright Moving & Storage Co., Inc. 08-10395 Cartwright Van Lines, Inc. 08-10396 City Storage & Transfer, Inc. 08-10397 C.M.S. Holding, L.L.C. 08-10398 Executive Relocation Corp. 08-10399 Federal Traffic Service, Inc. 08-10400 Fleet Insurance Management, Inc. 08-10401 FrontRunner Worldwide, Inc. 08-10402 Global Van Lines, Inc. 08-10403 Global Worldwide, Inc. 08-10404 Great Falls North American, Inc. 08-10405 Lyon Van Lines, Inc. 08-10406 Lyon Worldwide Shipping, Inc. 08-10407 Manufacturing Support Services, L.L.C. 08-10408 Meridian Mobility Resources, Inc. 08-10409 Move Management Services, Inc. 08-10410 N.A. (U.K.) G.P. Corp. 08-10411 N.A.C.A.L., Inc. 08-10412 N.A.V.L., L.L.C. 08-10413 NorAm Forwarding, Inc. 08-10414 North American Forwarding, Inc. 08-10415 North American International Holding Corp. 08-10416 North American International N.A., Inc. 08-10417 North American Logistics, Ltd. 08-10418 North American Van Lines of Texas, Inc. 08-10419 North American Van Lines, Inc. 08-10420 Relocation Risk Solutions, L.L.C. 08-10421 R.S. Acquisition Holding, L.L.C. 08-10422 R.S. Acquisition, L.L.C. 08-10423 SIRVA Container Lines, Inc. 08-10424 SIRVA Freight Forwarding, Inc. 08-10425 SIRVA Global Relocation, Inc. 08-10426 SIRVA Imaging Solutions, Inc. 08-10427 SIRVA M.L.S., Inc. 08-10428 SIRVA Relocation, L.L.C. 08-10429 SIRVA Settlement of Alabama, L.L.C. 08-10430 SIRVA Settlement, Inc. 08-10431 SIRVA Worldwide, Inc. 08-10432 Trident Transport International, Inc. 08-10434 Type of Business: The Debtors provide relocation solutions (relocation services and moving services) to more than 12,000 corporate clients and governmental agencies, as well as a number of individual consumers around the world. Their services include transferee counseling, home purchase programs, real estate broker and agent referrals to assist transferees with home sales and purchases, mortgage originations, expense management, movement of household goods, global program management, and the provision of destination settling in services. They globally market and deliver these services under the SIRVA Relocation brand, as well as a variety of household goods. They provide relocation services through its operating centers located in the U.S., Asia, continental Europe, U.K., Australia and New Zealand. They operate in three segments: Global Relocation Services, Moving Services North America and Moving Services Europe and Asia Pacific. See http://www.sirva.com/ Chapter 11 Petition Date: February 5, 2008 Court: Southern District of New York (Manhattan) Judge: James M. Peck Debtors' Counsel: Marc Kieselstein, Esq. Kirkland & Ellis, L.L.P. 200 East Randolph Drive Chicago, IL 60601 Tel: (312) 861-2000 Fax: (312) 861-2200 Consolidated Quarterly Financial Condition as of September 2007: Total Assets: $924,457,299 Total Debts: $1,232,566,813 Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ SIRVA U.K. Pension Scheme U.K. Pension $31,808,000 SIRVA Trustees, Ltd. Guarantee Attention: Stephen Holland Heritage House, 345 Southbury Road Enfield, Middlesex, EN1 1UP, U.K. Tel: 44-2082198200 Fax: 44-2082198041 Owner Operators Independent Litigation $5,000,000 Drivers Association Settlement Attention: Daniel E. Cohen The Cullen Law Firm, P.L.L.C. 1101 30th Street Northwest, Suite 300 Washington, D.C. 20007 Tel: (202) 944-8600 Fax: (202) 944-8611 TEAM Relocations Vendor $3,805,945 Attention: Tim Roemer Drury Way London, U.K. NW10 0NJ Tel: 44-2089551333 Fax: 44-2089551336 Johnson & Johnson Client $3,401,878 Attention: Ruth Davis U.S. Route 1 & Aaron Road New Brunswick, NJ 08902 Tel: (732) 524-4000 Fax: (732) 524-5031 Abbot Laboratories Client $2,790,563 Attention: Tillie Scanian 1401 North Sheridan Road, D-311-A3A-3 North Chicago, IL 60064 Tel: (847) 937-8655 Fax: (847) 937-4766 UnitedHealth Group Client $2,526,369 Attention: Thomas Valerius 9900 Bren Road East Mail Route, MN008-B217 Minnetonka, MN 55343 Tel: (952) 936-7329 Fax: (952) 936-3052 U.S. Department of Treasury Client $1,190,166 Attention: Office of the Treasurer 1500 Pensnsylvania Avenue Northwest, Room 2134 Washington, D.C. 20220 Tel: (202) 622-2000 Fax: (202) 622-6464 Beltmann Group, Inc. Agent $1,186,570 Attention: Dann W. Battina 2480 Long Lake Road Roseville, MN 55113 Tel: (651) 639-2800 Fax: (651) 639-2933 3M Co. Client $1,068,416 Attention: Judy Knepp 3M Center Building 224-02-W-15 St. Paul, MN 55144 Tel: (651) 733-1110 Fax: (651) 736-2133 Cargill, Inc. Client $1,018,896 Attention: Sandy Palmer P.O. Box 9300, MS 83 Minneapolis, MN 55440 Tel: (952) 742-6125 Fax: (952) 742-6502 MacDermid, Inc. Client $775,479 Attention: Deb Christensen 245 Freight Street Waterbury, CT 06702 Tel: (203) 575-5700 Fax: (203) 575-5630 Mills Van Lines, Inc. Agent $723,842 Attention: Robert K. Mills 14675 Foltz Industrial Parkway Strongsville, OH 44136 Tel: (440) 846-0200 Fax: (440) 846-0606 Ward North American Agent $704,341 Attention: Kevin Ankenbauer 17275 Green Mountain Road, Suite 100 San Antonio, TX 78247 Tel: (210) 655-8623 Fax: (210) 967-5420 PetSmart, Inc. Client $569,782 Attention: Marci Renfro 19601 North 27th Avenue Phoenix, AZ 85027 Tel: (623) 395-6100 Fax: (623) 395-6517 The North American Coal Corp. Client $560,270 Attention: Patty Kropp Signature Place II 14785 Preston Road, Suite 1100 Dallas, TX 75254 Tel: (972) 239-2625 Fax: (972) 387-1328 Comcast Communications, Inc. Client $553,548 Attention: Mary Pennington 1500 Market Street, 8 Floor East Tower Philadelphia, PA 19102 Tel: (215) 665-1700 Fax: (215) 981-7790 Bayshore Transportation Agent $519,948 Systems, Inc. Attention: Linda L. Piazza 901 Dawson Drive New Castle, DE 19713 Tel: (302) 366-0220 Fax: (302) 366-8085 K.P.M.G., L.L.P. Client $500,000 Attention: Cathy A. Schultz Three Chestnut Road Montvale, NJ 07645 Tel: (201) 307-7306 Fax: (201) 505-6305 Accretive Solutions Houston, Vendor $497,687 L.L.P. Attention: Gary Horn 10375 Richmond Avenue Houston, TX 77042 Tel: (713) 266-8288 Fax: (713) 266-8299 United Launch Alliance, L.L.C. Client $485,517 Attention: Susan Moore 9100 East Mineral Circle, MS-U6001 Centennial, CO 80112 Tel: (720) 922-7100 Wells Fargo Home Mortgage Client $461,636 Attention: Amy Simpson Client Accounting P.O. Box 340 Frederick, MO 21705 Tel: (301) 662-5413 Fax: (301) 662-7020 John Deere Client $413,338 Attention: Chelsey Allaman H.R. Shared Services Center 3800 Avenue of the Cities, Suite 108 Moline, IL 61265 Tel: (309) 748-0587 Fax: (309) 749-2345 Exxon Mobile Customer Accounts $406,000 Attention: Reanna Hamel Receivables Credits 4500 Dacoma Street corner BH3546 Houston, TX 77092 Tel: (713) 680-5148 Fax: (262) 313-4153 Winn-Dixie Stores, Inc. Client $401,648 Attention: Kara Church 5050 Edgewood Court Jacksonville, FL 32254 Tel: (904) 783-5828 Fax: (904) 370-7224 Coleman American Moving Agent $382,536 Services, Inc. Attention: William J. Brakefield #1 Covan Drive Midland City, AL 36350 Tel: (334) 983-6500 Fax: (334) 983-6716 Palmer Moving & Storage Co. Agent $378,627 Attention: Jeffrey W. Palmer 24660 Dequindre Warren, MI 48091 Tel: (586) 834-3400 Fax: (586) 834-3414 Ketchum Directory Advertising Vendor $354,032 Attention: Liz Okesson 225 North Michigan Avenue, 12th Floor Chicago, IL 60611 Tel: (312) 946-8091 Fax: (312) 946-8297 Edward Jones Client $340,406 Attention: Ginger Noblitt 1245 J.J. Kelley Memorial Drive St. Louis, MO 63131 Tel: (314) 515-2000 Fax: (314) 515-3269 Cytec Industries, Inc. Client $337,206 Attention: Steve Nackerson 5 Garrett Mountain Plaza West Paterson, NJ 07424 Tel: (973) 357-3100 Fax: (973) 357-3065 Safeway Inc. Client $334,711 Attention: Arlene McCort 5918 Stoneridge Mall Road Pleasanton, CA 94588 Tel: (925) 467-3508 Fax: (925) 937-7809 Land O'Lakes Client $331,602 Attention: Naomi Roodell P.O. Box 64101 St. Paul, MN 55164 Tel: (651) 481-2865 Fax: (651) 234-0800 SIRVA INC: Commences Prepackaged Chapter 11 Case to Pare Debt ------------------------------------------------------------- SIRVA Inc. has reached an agreement with its lenders to restructure its senior secured debt through a voluntary, pre-packaged Chapter 11 reorganization, which will allow it to finalize the restructuring of its debt while continuing to operate its business and serve its customers. SIRVA's operations outside of the U.S. are not part of the Chapter 11 filing. SIRVA said it is taking this action to free up its operations from a heavy debt service burden and to strengthen its balance sheet so that it is better positioned to weather the continuing weak U.S. housing market. The restructuring is embodied in a plan of reorganization which received overwhelming support from the company's lenders. The plan will reduce SIRVA's outstanding bank debt by approximately $200 million and annual cash interest expense by approximately $54 million. As a result of the plan, the outstanding capital stock of the company will be canceled upon consummation of the restructuring. "SIRVA undertook a comprehensive strategic review to evaluate all the options for restructuring our balance sheet and, after careful consideration, determined that a pre-packaged Chapter 11 filing provided the most efficient way forward for the company," said Robert W. Tieken, chief executive officer. "We believe this approach is in the best interest of our employees, customers, agents and suppliers because it reduces the excessive amount of interest expense we had to pay, allowing us to dedicate more of our capital to our business operations." The company emphasized the Chapter 11 filing will not impact day- to-day operations for employees, customers, agents, suppliers and general business operations in the U.S. SIRVA has sought, and expects to receive, authority to continue to operate on a normal basis during the in-court restructuring, which it expects to complete in 60 to 90 days. These "first-day motions" would ensure that employee pay and benefits are fully protected, all current and future obligations to its customers and agents are fulfilled, and suppliers will be paid in full. Furthermore, as part of its agreement with its lenders, SIRVA will provide a full recovery to the vast majority of its general unsecured creditors. SIRVA Arranges $150-Mil. DIP Financing To supplement its liquidity position, the company has arranged for debtor-in-possession financing, with an initial commitment of $150 million, from members of its current lender group. The DIP financing will convert into a $215 million senior secured credit facility upon emergence, $130 million of which will be available for revolver borrowings and letters of credit. "Our financing commitment provides additional reassurance to employees, customers, agents and suppliers that we can meet all of our ongoing commitments," Mr. Tieken said. "The ability to come to a consensual debt-for-equity agreement with our lenders demonstrates our lenders' belief in SIRVA's business model and their long-term faith in the company," continued Mr. Tieken. "When our financial restructuring efforts are complete, we will be in a better position to serve our customers and capitalize on new opportunities within the global relocation landscape." The company and its domestic subsidiaries filed their voluntary Chapter 11 petitions in U.S. Bankruptcy Court for the Southern District of New York. The main case has been assigned case number 08-10375. About SIRVA Inc. Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets : SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation solutions to a well-established and diverse customer base. The company handles all aspects of relocation, including home purchase and home sale services, household goods moving, mortgage services and home closing and settlement services. SIRVA conducts more than 300,000 relocations per year, transferring corporate and government employees along with individual consumers. SIRVA's brands include Allied, Allied International, Allied Pickfords, Allied Special Products, DJK Residential, Global, northAmerican, northAmerican International, Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA Settlement. SOLUTIA INC: To Pay DTE $773,364 to Cure PrePetition Default ------------------------------------------------------------ Solutia Inc., and Detroit Edison Company, doing business as DTE Energy, are parties to: -- an energy purchase agreement for the sale and supply of electric power, as amended; -- a general service water agreement; and -- an amended and restated steam services agreement. Solutia is seeking to assume the DTE Contracts with a proposed cure amount of $327,917. DTE objected to Solutia's assumption of the contracts and asserted that $773,364 was the prepetition amount due and owing by Solutia under the DTE Contracts. The parties have agreed that Solutia will pay $773,364 to cure any and all remaining prepetition defaults under the DTE Contracts. Upon approval from the U.S. Bankruptcy Court for the Southern District of New York of the Stipulation, DTE's Objection will be deemed withdrawn, with prejudice, without any further action from the parties. Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -- http://www.solutia.com/-- and its subsidiaries, engage in the manufacture and sale of chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, as lead bankruptcy counsel, and David A. Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St. Louis Missouri, as special counsel. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. The Official Committee of Retirees of Solutia, Inc., et al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in Birmingham, Alabama. On Feb. 14, 2006, the Debtors filed their Reorganization Plan & Disclosure Statement. On May 15, 2007, they filed an Amended Reorganization Plan and on July 9, 2007, filed a 2nd Amended Reorganization Plan. The Bankruptcy Court approved the Debtors' amended Disclosure Statement on Oct. 19, 2007. On Oct. 22, 2007, the Debtor re-filed a Consensual Plan & Disclosure Statement and on Nov. 29, 2007, the Court confirmed the Debtors' Consensual Plan. (Solutia Bankruptcy News, Issue No. 116; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As reported in the Troubled Company Reporter on Dec. 10, 2007, Standard & Poor's Ratings Services assigned its 'B+' loan rating to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured term loan and a '3' recovery rating, indicating the likelihood of a meaningful (50%-70%) recovery of principal in the event of a payment default. The ratings are based on preliminary terms and conditions. S&P also assigned its 'B-' rating to the company's proposed $400 million unsecured notes. Standard & Poor's expects to assign its 'B+' corporate credit rating to Solutia if the company and its subsidiaries emerge from Chapter 11 bankruptcy proceedings in early 2008 as planned. S&P expect the outlook to be stable. SOLUTIA INC: Aims to Assume Wal-Mart Deals Under Terms of Plan -------------------------------------------------------------- Solutia Inc. and its debtor-affiliates intend to assume certain executory contracts with Wal-Mart Stores Inc., pursuant to the terms of the Debtors' confirmed Fifth Amended Joint Plan of Reorganization. In the ordinary course of operating under the Wal-Mart Contracts, Wal-Mart may be entitled to take credits or contractual adjustments for defective products, rebates or other contractually permitted items that are currently unknown or that will accrue after the date of the Debtors' assumption of the Wal- Mart Contracts. The parties have agreed that notwithstanding the proposed cure amounts of the contracts, Wal-Mart and its subsidiaries and affiliates are allowed to assert in the ordinary course any chargebacks that are currently unknown or that will accrue after the Assumption Date pursuant to the terms of the Wal-Mart Contracts without regard to the date on which Wal-Mart or its subsidiary or affiliate purchased the product giving rise to the Chargeback. Nothing in the Stipulation constitutes a waiver of the Debtors' rights to dispute any Chargeback for reasons other than that the claims were not made before the Assumption Date. About Wal-Mart Wal-Mart Stores Inc. (NYSE: WMT) -- http://www.walmart.com/-- operates retail stores in various formats around the world. The company operates through three segments: Wal-Mart Stores segment, which includes Supercenters, Discount Stores and Neighborhood Markets, Sam's Club segment and International segment. The Wal- Mart Stores segment consists of three different traditional retail formats, all of which operate in the United States, and Wal-Mart's online retail format, walmart.com. The Sam's Club segment consists of membership warehouse clubs, which operate in the United States, and the segment's online retail format, samsclub.com. At Jan. 31, 2007, its International segment consisted of retail operations in 12 countries and Puerto Rico. In October 2006, the company disposed of its South Korean and German operations. About Solutia Inc. Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -- http://www.solutia.com/-- and its subsidiaries, engage in the manufacture and sale of chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, as lead bankruptcy counsel, and David A. Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St. Louis Missouri, as special counsel. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. The Official Committee of Retirees of Solutia, Inc., et al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in Birmingham, Alabama. On Feb. 14, 2006, the Debtors filed their Reorganization Plan & Disclosure Statement. On May 15, 2007, they filed an Amended Reorganization Plan and on July 9, 2007, filed a 2nd Amended Reorganization Plan. The Bankruptcy Court approved the Debtors' amended Disclosure Statement on Oct. 19, 2007. On Oct. 22, 2007, the Debtor re-filed a Consensual Plan & Disclosure Statement and on Nov. 29, 2007, the Court confirmed the Debtors' Consensual Plan. (Solutia Bankruptcy News, Issue No. 116; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As reported in the Troubled Company Reporter on Dec. 10, 2007, Standard & Poor's Ratings Services assigned its 'B+' loan rating to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured term loan and a '3' recovery rating, indicating the likelihood of a meaningful (50%-70%) recovery of principal in the event of a payment default. The ratings are based on preliminary terms and conditions. S&P also assigned its 'B-' rating to the company's proposed $400 million unsecured notes. Standard & Poor's expects to assign its 'B+' corporate credit rating to Solutia if the company and its subsidiaries emerge from Chapter 11 bankruptcy proceedings in early 2008 as planned. S&P expect the outlook to be stable. SOLUTIA INC: Wants to Hire Quinn Emanuel as Conflicts Counsel ------------------------------------------------------------- Solutia Inc., and its Debtor-affiliates seek the U.S. Bankruptcy Court for the Southern District of New York's authority to employ Quinn Emanuel Urquhart Oliver & Hedges LLP, as their special litigation and conflicts counsel for matters arising in or related to the Debtors' Chapter 11 cases, nunc pro tunc to Jan. 22, 2008. According to Rosemary L. Klein, general counsel of Solutia and an authorized officer of each of the other Debtors, because of Quinn Emanuel's experience in matters concerning complex bankruptcy and commercial litigation, the firm is well-suited to deal effectively with many of the potential legal issues that may arise in the Debtors' Chapter 11 cases. Ms. Klein tells the Court that attorneys at Quinn Emanuel have served as counsel to the debtors, trustees or creditors committees in numerous bankruptcy cases, including American Home Mortgage Holdings Inc., Enron, Fruit of the Loom, K-Mart and Parmalat. As special counsel, Quinn Emanuel will: (a) advise the Debtors regarding their ability to initiate actions to protect their rights under certain Oct. 25, 2007 Commitment Letter -- with respect to Solutia's exit financing -- and related documents and enforce the Commitment Parties' legally binding commitments for the benefit of their estates; (b) advise the Debtors regarding their ability to initiate actions to protect their rights as against the Debtors' postpetition lenders; and (c) commence and conduct any and all litigation necessary or appropriate to assert rights held by the Debtors, protect assets of the Debtors' Chapter 11 estates or otherwise further the goal of completing the Debtors' successful reorganization. The Debtors will pay Quinn Emanuel in accordance with its standard hourly rates and reimburse the firm of actual and necessary expenses. The firm informs the Court that its rates are subject to period adjustment to reflect economic and other conditions. The firm's current hourly rates are: Partners $660 - $950 Other Attorneys $380 - $950 Legal Assistants $250 - $280 Susheel Kirpalani, Esq., a member of Quinn Emanuel, relates that the firm is not currently representing any of the creditors listed on the Debtors' 50 largest unsecured creditors list on any matters relating to the Debtors. He continues that the firm has represented, currently represents and will continue to represent entities that are claimants of, or interest holders in the Debtors, in matters completely unrelated to the Debtors or their Chapter 11 cases. Mr. Kirpalani discloses that Quinn Emanuel has represented, or represents, these entities: -- Deutsche Bank Securities Inc.: The firm represents Deutsche Bank in another bankruptcy case. Deutsche Bank waived any potential conflict of interest that might arise from Quinn Emanuel's commencement of litigation against Deutsche Bank in unrelated matters; and -- Teachers Insurance and Annuity Association of America: TIAA became the beneficial owner of an unsecured claim against Solutia. Following a Court-approved settlement with Solutia in 2005, TIAA became the holder of an allowed unsecured claim. Quinn Emanuel's representation of TIAA ceased upon approval of the settlement. Quinn Emanuel has not, does not, and will not represent any entities or any of their respective affiliates or subsidiaries, in matters related to the Debtors, their Chapter 11 cases, or other matters directly adverse to the Debtors during the pendency of their cases, Mr. Kirpalani assures the Court. Mr. Kirpalani asserts that the firm is a disinterested person, as the term is defined by Section 101(14) of the Bankruptcy Code. About Solutia Inc. Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -- http://www.solutia.com/-- and its subsidiaries, engage in the manufacture and sale of chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, as lead bankruptcy counsel, and David A. Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St. Louis Missouri, as special counsel. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. The Official Committee of Retirees of Solutia, Inc., et al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in Birmingham, Alabama. On Feb. 14, 2006, the Debtors filed their Reorganization Plan & Disclosure Statement. On May 15, 2007, they filed an Amended Reorganization Plan and on July 9, 2007, filed a 2nd Amended Reorganization Plan. The Bankruptcy Court approved the Debtors' amended Disclosure Statement on Oct. 19, 2007. On Oct. 22, 2007, the Debtor re-filed a Consensual Plan & Disclosure Statement and on Nov. 29, 2007, the Court confirmed the Debtors' Consensual Plan. (Solutia Bankruptcy News, Issue No. 116; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As reported in the Troubled Company Reporter on Dec. 10, 2007, Standard & Poor's Ratings Services assigned its 'B+' loan rating to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured term loan and a '3' recovery rating, indicating the likelihood of a meaningful (50%-70%) recovery of principal in the event of a payment default. The ratings are based on preliminary terms and conditions. S&P also assigned its 'B-' rating to the company's proposed $400 million unsecured notes. Standard & Poor's expects to assign its 'B+' corporate credit rating to Solutia if the company and its subsidiaries emerge from Chapter 11 bankruptcy proceedings in early 2008 as planned. S&P expect the outlook to be stable. SPANSION INC: Posts $49.5 Million Net Loss in 2007 Fourth Quarter ----------------------------------------------------------------- Spansion Inc. reported a net loss of $49.5 million for the fourth quarter ended Dec. 30, 2007, compared to a net loss of $71.6 million in the previous quarter. For the fourth quarter of 2007, the company reported net sales of $652.8 million, an increase of 7.0% compared to net sales of $611.1 million in the third quarter of 2007. For the fourth quarter of 2007 gross margin rose to 20.0% compared to 18.0% percent in the third quarter of 2007 and sequential operating loss decreased by $13.0 million, or 22.0%, to $46.2 million. "The fourth quarter reflected significant operational improvement as gross margin improved. The overall pricing environment was encouraging and the book-to-bill ratio was strong at 1.3," said Bertrand Cambou, president and chief executvie officer, Spansion Inc. "The strategic investment plan for our 300mm, SP1 facility is on track and we expect to begin recognizing revenue in the first quarter as we are already qualified at leading customers." Annual Highlights For the fiscal year ended Dec. 30, 2007, net sales declined 3.0% to $2.5 billion from $2.58 billion in the same time period last year. Net loss for fiscal year 2007 was $263.5 million, compared to a net loss of $147.8 million for fiscal year 2006. Net loss for fiscal year 2007 includes approximately $60.0 million in operating costs related to the strategic investment in SP1, the companys new 300mm, 65nm, wafer fabrication facility. Balance Sheet At Dec. 30, 2007, the company's consolidated balance sheet showed $3.81 billion in total assets, $2.18 billion in total liabilities, and $1.63 billion in total stockholders' equity. About Spansion Inc. Headquartered in Sunnyvale, California, Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- designs, develops, manufactures, markets and sells flash memory solutions for wireless, automotive, networking and consumer electronics applications. * * * To date, Spansion Inc. still carries Moody's 'B3' long term corporate family rating last placed on Dec. 5, 2005. Outlook is Stable. SUMMIT GLOBAL: Court OKs All "First-Day Motions" & Interim Funding ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey has approved all the "first-day motions" that Summit Global Logistics Inc. submitted as part of their filings for reorganization under Chapter 11 of the United States Bankruptcy Code, including interim financing from its existing senior secured lenders. As reported in the Troubled Company Reporter on Feb. 4, 2008, Summit Global Logistics Inc. and its debtor-affiliates ask the Court for authority to obtain up to $5 million bankruptcy financing facility from Fortress Credit Corp. The Debtors also asked the Court for permission to access up to $2 million of the $5 million credit facility on an interim basis. Approval of these motions will provide Summit with the immediate and sufficient liquidity to operate its business on an ongoing basis. In addition, the Court also approved all other first-day motions it considered, including the motion to pay employee wages and benefits and a motion to use the company's existing cash management systems, enabling Summit's business to continue to operate in the ordinary course. "We are pleased with the Court's prompt approval of our first-day motions, which will allow us to continue normal operations without interruption," Robert A. Agresti, president and chief executive officer, Summit Global Logistics, said. "Upon completion of the reorganization and sale process, we expect that Summit's business will have a much stronger balance sheet and long-term competitive advantages that will benefit our customers and vendors alike." On Jan. 29, 2008, Summit disclosed a restructuring and agreement by TriDec Acquisition Co. Inc. to purchase the company pursuant to Section 363 of US Bankruptcy Code. Based in East Rutherford, New Jersey, Summit Global Logistics Inc. fdba Aeorbic Creations Inc. -- http://www.summitgl.com/-- (OTCBB: SGLT) offers a network of strategic logistics services, such as non-vessel operating common carrier ocean services, overseas consolidation, air freight forwarding, warehousing & distribution, cross-dock, transload, customs brokerage and trucking. The Company and its 17 affiliates filed for Chapter 11 protection on Jan. 30, 2008 (Bankr. N.J. Case No. 08-11566). Kenneth Rosen, Esq., at Lowenstein Sandler, P.C., represents the Debtors in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in this cases. When the Debtor filed for protection against their creditors, it list assets between $50 million and $100 million and debts between $100 million and $500 million. SUNCOM WIRELESS: Unit Solicits Consent for Indenture Amendment -------------------------------------------------------------- SunCom Wireless Holdings Inc.'s subsidiary SunCom Wireless Inc. has commenced a consent solicitation to amend the indenture under its 8-1/2% Senior Notes due 2013. The consent solicitation is being conducted in connection with the proposed merger between SunCom Holdings and a subsidiary of T-Mobile USA Inc., pursuant to which SunCom will survive as a subsidiary of T-Mobile USA. T-Mobile USA is a subsidiary of Deutsche Telekom AG. The proposed amendments to the indenture governing the Notes would eliminate substantially all the existing requirements for SunCom to provide periodic reports and financial statements. The proposed amendments would also limit SunCom's compliance certificate obligations to the requirements set forth in the Trust Indenture Act. Completion of the Merger is not conditioned on success of the consent solicitation. The consent solicitation will expire at 5:00 p.m., New York City time, on Feb. 14, 2008, unless extended or earlier terminated by SunCom. Persons in whose name the Notes were registered as of the close of business on January 31 or any other person who has been validly authorized to vote Notes by such registered person are eligible to deliver their consent to the amendments. A Holder may revoke such Consent at any time prior to the time SunCom has received valid Consents from Holders of a majority in principal amount of the Notes outstanding and notified the Trustee of such receipt. Consummation of the consent solicitation is conditioned upon satisfaction or waiver of the conditions set forth in the Consent Solicitation Statement, including closing of the Merger and receipt of Consents from a majority in principal amount of the Notes outstanding prior to the Expiration Time (excluding for this purpose certain Holders described in the Consent Solicitation Statement). Assuming the conditions to the consent solicitation are met, SunCom will promptly pay, upon the consummation of the Merger, a consent payment to each Holder who has delivered a Consent prior to the Expiration Time. The consent payment will be in the amount of $1 for each $1,000 principal amount of Notes with respect to which such Holder has validly delivered a Consent. The Notes will be redeemable beginning June 1, 2008 at a price of $1,042.50 per $1,000 principal amount plus accrued and unpaid interest. T- Mobile USA has advised SunCom that, subject to the consummation of the Merger, it intends to issue a call notice exercising this redemption right on or promptly after the later of April 2, 2008, and the closing of the Merger. Approval of the proposed amendments would reduce SunCom's costs after the Merger, including costs associated with preparation of SEC reports, quarterly preparation of compliance certificates and other administrative matters. Citi is acting as solicitation agent for the consent solicitation. For additional information regarding the terms of the consent solicitation, please contact Citi at 800-558-4745 (toll-free) or 212-723-6106 (collect). Requests for documents may be directed to Global Bondholder Services, which is acting as the information agent and tabulation agent for the consent solicitation, at 866-873-6300 (toll-free) or 212-430-3774 (collect). About Suncom Wireless Holdings Inc. Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc. (NYSE:TPC) -- http://www.suncom.com/-- provides digital wireless communications services in the southeastern United States, Puerto Rico and the United States Virgin Islands. The company operates a wireless communications network covering approximately 4.1 million potential customers in Puerto Rico and the United States Virgin Islands. The Company provides wireless communications services under the SunCom Wireless brand name. * * * Standard & Poor's placed Suncom Wireless Holdings Inc.'s long term foreign and local issuer credit ratings at 'B-' at September 2007. The ratings still hold to date. TESORO CORP: Moody's Maintains Corporate Family Rating at 'Ba1' --------------------------------------------------------------- Moody's Investors Service affirmed Tesoro Corporation's Ba1 Corporate Family rating, Ba1 Probability of Default Rating, and Ba1 (LGD 4, 60%) senior unsecured note ratings. Under Moody's Loss Given Default methodology, the rating on TSO's senior secured bank revolver is moved from Baa1 (LGD 1; 8%) to Baa2 (LGD2; 12%). The revolver rating change is due to a proportionately very large increase in accounts payable that is likely to persist due to far higher crude oil prices and the resulting far higher monthly crude oil purchasing costs and investment in inventory. Moody's also moved the rating outlook to stable from developing. On Oct. 26, 2007, TSO's rating outlook was moved to developing from positive upon Tracinda Corporation's announcement of a cash tender offer for large minority TSO's common stock. At the time, the range of possible tactical and strategic moves by Tesoro and Tracinda warranted the change in outlook. Moody's had also observed progressive weakening in sector refining margins, reducing Moody's expectations for full cash flow coverage of capital spending and reduction of net leverage. Tracinda's offer was subsequently retracted. However, the outlook has been moved to stable rather than being restored to positive. Fourth quarter 2007 and first quarter 2008 had been sufficiently weak, 2008 results overall are expected to be sufficiently low, the inherent risk of unscheduled downtime remains, and the potential for an acquisition appear to be sufficient to warrant a stable rather than positive. While first quarter 2008 results appear to be headed significantly above the very week last quarter, sector margins have been moderating since their peaks and Moody's views margins to be destined for continued moderation towards the end of the decade. In January 2007, Moody's concluded that the sector had begun a down cycle trend. Refining margins are cyclical and are also highly volatile along each point of the cyclical path. TSO's ratings anticipate the realistic potential dimensions of down and up cycles. Its ratings are cyclically durable at the current capital and liquidity structures unless sector margins enter a long cyclical collapse, or a long secular down phase, if the heavy pace world capacity expansion outpaces world demand growth. As long as economic activity remains sufficient to support continuing adequate refined product demand, Moody's does not now envision a sustained level of sufficiently low margins to threaten the ratings. The ratings remain supported by sound operating risk diversification in its seven refineries, seasoned management, sound liquidity, expected enhanced margin, volume, and cash flow from its heavy capital spending program, and adequate mid-cycle earnings potential relative to its adjusted debt structure. Last year TSO further diversified its unscheduled downtime risk (inherent to the sector) by acquiring the Wilmington (Los Angeles) refinery from Shell. Unprecedented sector margins enabled it to very substantially reduce leverage from cash flow. On the other hand, Wilmington also required over [ $600 million ] in subsequent major capital spending to improve its reliability, reduce unit operating costs, fully meet low sulfur fuels standards, produce a higher proportion of low sulfur gasoline and distillate, and meet further environmental spending needs to reduce refinery emissions. With $1.1 billion of planned 2008 capital spending and Moody's expected cash flows come in somewhat below capital spending, forward balance sheet momentum appears to be stalled. Moody's believes that TSO's higher unit operating costs at its Golden Eagle and Wilmington refineries, and its total system unit operating costs, represent a differential degree of operating leverage exposure in this moderating margin environment. As well, the profile of the Hawaii refinery's crude oil cost patterns relative to diminished pricing power may have structurally reduced that unit's contribution to TSO's bottom line. Moody's also notes that a number of refineries are for sale in the sector. It is reasonable to assume that Tesoro is assessing its options in that regard. In fourth quarter 2007, TSO generated a very low $63 million of EBITDA, partly due to the degree to which weaker West Coast margins impact TSO's operational and cost configuration and partly due to downtime at its refinery in Hawaii. West Coast refined product supply was strong and West Coast demand fell by a low single digit percentage, blocking refiner's ability to pass along the cost of surging oil prices in the price of gasoline and distillates. As well, energy costs were very high. Moody's views TSO's remaining adjusted leverage to be full at the current ratings. Moody's adjusts TSO's debt for its operating leases and bareboat charters. Moody's believes a stable rating outlook best reflects TSO's ratings momentum. Moody's would like to see further adjusted debt reduction relative to TSO's mid-cycle margin potential and its refining portfolio Nelson complexity rating. Tesoro and other California refiners have reduced their refining runs in an effort to shrink regional refined product inventories that have been at a five year high. Nevertheless, moderating product demand due in response to record high refined product prices and weakening economic activity, combined by structurally high crude oil prices, are not good news for sector refining margins for the foreseeable future. As well, high crude oil costs have greatly increased required working capital investment. Under Moody's independent refining evaluation and rating methodology, TSO maps to a Ba1 corporate family rating, matching the actual rating. At current adjusted leverage and the degree of sector gross margin softness relative to its operating and funding cost structure, Moody's does not envision that TSO's ratings would be moved to investment grade in the foreseeable future. Under Moody's Loss Given Default methodology, another consideration emerged from record oil prices. The basic possibility exists that prices and inventory costs could surge again but to levels sufficient to cause TSO to expand its secured revolver to levels causing its note ratings to be reduced to one notch below the corporate family rating. Tesoro Corporation is headquartered in San Antonio, Texas. TEXAS INDUSTRIES: Moody's Holds Ba3 Ratings, Outlook Stable ----------------------------------------------------------- Moody's Investors Service revised Texas Industries, Inc.'s outlook to stable from positive and affirmed its Ba3 corporate family and senior unsecured ratings. The change in outlook reflects the severe downturn in the company's residential construction markets and what Moody's believes will be weakness in the company's non- residential and public infrastructure construction segments as the U.S. economy goes through a difficult period. Mitigating this situation somewhat are margin and volume gains that will be achieved when TXI has its new Oro Grande, California cement plant fully operational, which is expected to occur in June of this year. The revision in outlook to stable also reflects an expectation of sharply higher debt levels as the company funds the expansion of its Hunter, Texas cement plant, at an anticipated capital cost of $325 to $350 million over the next two years, along with other capex requirements. While the cement supply-demand balance in the company's two principal markets remains in a deficit position, and cement pricing should therefore also remain favorable, Moody's notes that with U.S. and global cement capacity increasing, and demand likely to fall in TXI's two principal markets, TXI's margins, cash flow and debt protections are likely to weaken as the company continues to incur heavy capital expenditures and finance negative free cash flow with debt. Moody's also views TXI's current liquidity situation as poor, with the company needing to raise sufficient capital to complete its capex programs, at a time when available liquidity under its revolver is limited to $96 million and bank and bond capital market access is poor. This liquidity situation would be rectified with a suitable debt issuance or increase in bank facilities. Outlook Action -- Outlook Changed to Stable from Positive Ratings Affirmed -- Corporate Family Rating, Ba3 -- Senior Unsecured bank Credit Facility, Ba3 -- Senior Unsecured Notes, Ba3 Moody's last rating action on Texas Industries was to revise the outlook to positive from stable in July 2007. Texas Industries, Inc., headquartered in Dallas, Texas manufactures cement, aggregates and ready-mix concrete and had revenue in the LTM period ended Nov. 30, 2008 of $1 billion. TOUSA INC: Taps Berger Singerman as Florida and Conflicts Counsel ----------------------------------------------------------------- TOUSA Inc. and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ Berger Singerman P.A., as their Florida counsel and conflicts counsel, nunc pro tunc to their bankruptcy filing. Executive vice president and chief financial officer of TOUSA Inc. Tommy L. McAden believes that Berger Singerman is qualified to advise the Debtors on their relation with, and responsibilities to, creditors and other interested parties. The Debtors are simultaneously seeking Court approval to hire Kirkland & Ellis LLP, as its lead counsel. Mr. McAden notes that Kirkland & Ellis does not operate or maintain an office in Florida. As the Debtors' local counsel, Berger Singerman will: -- advise the Debtors and Kirkland & Ellis with respect to their responsibilities in complying with the U.S. Trustee's Guidelines and Reporting Requirements and with the Local Rules of the Court; -- represent the Debtors in matters in which Kirkland & Ellis has as a conflict; and -- collaborate with Kirkland & Ellis on all matters within the scope of its retention as general counsel to the Debtors in respect of which it seeks Berger Singerman's assistance as Florida counsel and undertake other assignments as requested by the Debtors and their general counsel. Berger Singerman will exert efforts to avoid duplication of its services with those of Kirkland & Ellis'. Berger Singerman will be paid on an hourly basis at its customary hourly rates: Professionals Hourly Rate ------------- ----------- Attorneys $250 to $475 Paralegals $135 to $160 Paul Steven Singerman, Esq., a shareholder of Berger Singerman, relates that the firm received a $50,000 prepetition retainer. The firm also received $238,656 representing prepetition fees and costs and supplement retainer. Mr. Singerman assures the Court that Berger Singerman is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not hold or represent any interest adverse to the Debtors' estates. U.S. Trustee Responds Donald F. Walton, Acting U.S. Trustee for Region 21, asserts that the Debtors' request was filed before the formation of a creditors committee, and includes materials the Court and parties in interest need to review and evaluate. Thus, the U.S. Trustee asks the Court to deny the Debtors' request or reschedule the hearing on the request until a creditors committee, if appointed, and other parties in interest have had the time to evaluate and object, if necessary. About TOUSA Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. TOUSA designs, builds, and markets high-quality detached single-family residences, town homes, and condominiums to a diverse group of homebuyers, such as "first-time" homebuyers, "move-up" homebuyers, homebuyers who are relocating to a new city or state, buyers of second or vacation homes, active-adult homebuyers, and homebuyers with grown children who want a smaller home. It also provides financial services to its homebuyers and to others through its subsidiaries, Preferred Home Mortgage Company and Universal Land Title Inc. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.: 08-10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq. of Kirkland & Ellis LLP and Paul Steven Singerman, Esq. of Berger Singerman to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker and financial advisor. Ernst & Young LLP is selected as the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA Inc.'s financial condition as of Sept. 30, 2007, showed total assets of $2,276,567,000 and total debts of $1,767,589,000. ( TOUSA Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-7000). TOUSA INC: Wants to Hire Ernst & Young as Independent Auditors -------------------------------------------------------------- TOUSA Inc. and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ Ernst & Young LLP as their independent auditors and tax services providers nunc pro tunc to the bankruptcy filing. Tommy L. McAden, executive vice president and chief financial officer of TOUSA Inc., says that the Debtors chose Ernst & Young because of the firm's extensive experience in delivering audit and tax services in several Chapter 11 cases. He adds that since the Debtors previously employed Ernst & Young, the firm is already familiar with the Debtors' business affairs and operations. As the Debtors' auditors, Ernst & Young will render certain audit and tax services. The audit services are: (a) audit and report on the Debtors' consolidated annual financial statements for the year ended Dec. 31, 2007; (b) audit and report on the effectiveness of the Debtors' internal control over financial reporting as of Dec. 31, 2007; and (c) review the Debtors' unaudited interim financial information before they file their Form 10-Q report with the Securities and Exchange Commission. The tax services include: (a) on-call routine tax advisory services and tax consultation regarding the Debtors' Chapter 11 filings; (b) tax consultation regarding the Debtors' Chapter 11 filings; (c) preparation of a ruling request to the Internal Revenue Service for permission to use a non-fluctuating methodology relating to a Section 382 ownership analysis for applicable testing dates; (d) Tax advice and controversy services concerning the examination of the Debtors by the IRS for the year ended Dec.31, 2004, and any subsequent or prior years that may be examined; (e) Review and recommendations with respect to proofs of claim that may be filed by the IRS; (f) Assistance in working with the State of Florida Department of Revenue during the corporate income tax compliance audit for TOUSA Homes, Inc. and any other TOUSA affiliates selected for examination during the tax periods Dec.31, 2002, through Dec.31, 2005; (i) Assistance with respect to income tax implications of the Transeastern joint venture restructuring; (j) Preparation of the United States federal income tax return, Form 1120 for the year ended Dec. 31, 2007, so that it can be filed by March 15, 2008; and (k) Preparation of a Corporate Application for Tentative Refund, Form 1139, for the years ended Dec. 31, 2005 and Dec. 31, 2006. The firm's fee for the 1139 Application services is fixed at $20,000, and its fee for the 2007 Federal Income Tax Return is fixed at $190,000. Ernst & Young may subcontract certain calculation work with respect to the Ruling Request to subcontract with one foreign member firm, Ernst & Young (India) Private Limited , a member of Ernst & Young Global Limited, to assist with the provision of certain Services. In any event, E&Y LLP will remain solely responsible for the services and will be the only party to receive payment from the Debtors. For the contemplated auditing services, Ernst & Young will be paid according to these hourly rates: Professional Hourly Rate ------------ ------------ Partners/Principals $540 to $815 Executive Directors $525 to $720 Senior Managers $535 to $705 Managers $420 to $570 Senior $300 to $405 Staff $205 to $275 Kirkland & Ellis will be paid at these hourly rates for the contemplated tax services: Professional Hourly Rate ------------ ------------ National Executive Director, $700 to $925 Principal & Partner Executive Director, $620 to $775 Principal & Partner Manager & Senior Manager $450 to $700 Staff & Senior $180 to $360 As of the, Ernst & Young received a $380,000 retainer. The parties agree that the firm will hold the retainer to secure payment obligations owed by the Debtors during their Chapter 11 cases. The retainers will be applied to outstanding fees and expenses which have been allowed by the Court. Peter N. Wellman, a partner of Ernst & Young, assures the Court that his firm is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). U.S. Trustee Responds Donald F. Walton, Acting U.S. Trustee for Region 21, asserts that the Debtors' request was filed before the formation of a creditors committee, and includes materials the Court and parties in interest need to review and evaluate. Thus, the U.S. Trustee asks the Court to deny the Debtors' request or reschedule the hearing on the request until a creditors committee, if appointed, and other parties in interest have had the time to evaluate and object, if necessary. About TOUSA Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. TOUSA designs, builds, and markets high-quality detached single-family residences, town homes, and condominiums to a diverse group of homebuyers, such as "first-time" homebuyers, "move-up" homebuyers, homebuyers who are relocating to a new city or state, buyers of second or vacation homes, active-adult homebuyers, and homebuyers with grown children who want a smaller home. It also provides financial services to its homebuyers and to others through its subsidiaries, Preferred Home Mortgage Company and Universal Land Title Inc. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.: 08-10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq. of Kirkland & Ellis LLP and Paul Steven Singerman, Esq. of Berger Singerman to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker and financial advisor. Ernst & Young LLP is selected as the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA Inc.'s financial condition as of Sept. 30, 2007, showed total assets of $2,276,567,000 and total debts of $1,767,589,000. ( TOUSA Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-7000). UAL CORP: Wants American Moulding Held in Contempt -------------------------------------------------- American Moulding, by and through Development Specialist Inc., has decided to proceed in a California Bankruptcy Court with discharged litigation against UAL Corporation and its debtor- affiliates, including United Air Lines, Inc., in violation of the Bankruptcy Code, the Debtors' Plan of Reorganization and the Court's order confirming the Debtors' Plan, Micah E. Marcus, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, relates. American Moulding and its counsel's open disavowal of the Bankruptcy Code, the Plan and the Confirmation Order has caused the Debtors substantial damages which accrue on a daily basis as the Debtors expend legal fees preparing for the defense of the barred claims, Mr. Marcus tells the Court. Despite actual service of all of the relevant notices by the Debtors, American Moulding failed to file administrative claims with respect to any alleged preference liability of the Debtors, or any claim for that matter, prior to the Plan's administrative bar date, Mr. Marcus states. Nevertheless, Mr. Marcus says, American Moulding filed an adversary case against the Debtors on Oct. 12, 2007, alleging a right to recover certain payments it made to the Debtors during the course of the Debtors' bankruptcy. All of the events on which American Moulding based its Complaint occurred prior to the Confirmation date. Accordingly, the Debtors ask the Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the Northern District of Illinois, overseeing the Debtors' chapter 11 case filed in 2002, to: -- hold in contempt of Court, American Moulding and any counsel who assisted it in proceeding with the discharged litigation against the Debtors; and -- require American Moulding and its counsel to reimburse the Debtors for all costs and expenses associated with defending against American Moulding's case. About UAL Corp. Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News, Issue No. 152 Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/ or 215/945-7000). * * * Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of UAL Corp. and its principal operating subsidiary United Airlines Inc. at B-. UAL CORP: Court Allows Illinois IRS' $256,562 Tax Claim ------------------------------------------------------- United Airlines Inc., and the Illinois Department of Revenue have agreed to resolve their dispute on the Department's request for the allowance of its administrative expense against United. With the approval from U.S. Bankruptcy Court for the Northern District of Illinois, the parties agree that the Department's administrative expense priority claim for sales and use taxes against United, be allowed for $256,562, plus related penalties and interest. The Department will not assert any further administrative expenses for sales and use taxes against United. Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News, Issue No. 152 Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/ or 215/945-7000). * * * Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of UAL Corp. and its principal operating subsidiary United Airlines Inc. at B-. UAL CORP: Resolves IAA Claims Through $1 Million Sale of Stock -------------------------------------------------------------- As previously reported, the Indianapolis Airport Authority, and The Bank of New York Trust Company, N.A., as trustee for a $220,705,000 Indianapolis Airport Authority 6.5% Special Facility Revenue Bonds, Series 1995A, asserted Claim Nos. 45035, 45036 and 45037 against United Air Lines Inc., in United's Chapter 11 proceedings. The IAA Claims assert that United has obligations to the IAA or the Indenture Trustee based on: (i) certain alleged obligations relating to the $220,705,000 Indianapolis Airport Authority 6.5% Special Facility Revenue Bonds, Series 1995A; and (ii) alleged obligations relating to alleged "missing property" of the IAA, certain obligations to perform certain preventative maintenance and repairs, and obligations to maintain the premises in a suitable condition. The IAA and Indenture Trustee have alleged that the IAA Claims should be granted administrative priority status in United's bankruptcy proceedings. Consequently, United objected to the IAA Claims on various grounds, and has asserted, inter alia, that the IAA Claims should be disallowed. After significant discovery and litigation on the IAA Claims, the U.S. Bankruptcy Court for the Northern District of Illinois stayed further litigation in late 2005, pending a ruling from the United States Court of Appeals for the Seventh Circuit on United's appeal of an order issued by the Court. The order held that certain bond interest obligations under an agreement between United and Denver International Airport were lease obligations and not merely prepetition unsecured claims. To resolve their dispute the parties entered into a stipulation, which provides that, United will pay to the Indenture Trustee, in full and final satisfaction of United's obligations to both the IAA and the Indenture Trustee on account of the Bond Rent Claims and the Non-Rent Claims, a cash payment for $1,000,000. United will sell shares of New UAL common stock to generate $1,375,000 in cash. As soon as reasonably practicable, United will distribute the Stock Proceeds, less the fees and costs incurred by United in connection with the Stock Sale, to the Indenture Trustee. United will pay the Cash Payment within 10 days after the Settlement Order becomes a final order. The Settlement Consideration will be paid by, or on behalf of United to the Indenture Trustee, and the Indenture Trustee will then distribute the Settlement Consideration to holders of the Bonds pursuant to the terms and conditions of the indenture that relates to the Bonds. The Trustee will be permitted to set a special record date for purposes of making distributions. The Indenture Trustee may terminate the Stipulation on notice to United and IAA, at any time prior to conclusion of the hearing on the Stipulation, if the Indenture Trustee receives objections to the Stipulation from holders of a majority in principal amount of the Bonds. The Stipulation will be deemed null and void if terminated. About UAL Corp. Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News, Issue No. 152 Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/ or 215/945-7000). * * * Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of UAL Corp. and its principal operating subsidiary United Airlines Inc. at B-. US ENERGY: Epiq Bankruptcy Okayed as Noticing and Claims Agent -------------------------------------------------------------- US Energy Systems Inc. and its debtor-affiliates obtained authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Epiq Bankruptcy Solutions LLC as their noticing, claims and balloting agent. As reported in the Troubled Company Reporter on Jan. 24, 2008, Epiq will perform various bankruptcy processing services, including claims management, notice printing, mailing and publication, plan and ballot solicitation, vote tabulation, system licensing, creditor setup, consulting, distributions and other services. The firm is also expected to: a) prepare and serve required notices in these Chapter 11 cases, including: -- a notice of the commencement of these Chapter 11 cases and the initial meeting of creditors under Section 341(a) of the Bankruptcy Code; -- a notice of the claims bar date; -- notices of the objections to claims; -- notices of hearings on a disclosure statement and confirmation of a plan of reorganization; and -- such other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these cases; b) assist with the publication of required notices, as necessary; c) within five business days after the service of a particular notice, file with the Clerk's Office an affidavit o the service that includes (i) a copy o the notice served, (ii) an alphabetical list of persons on whom the notice was served along with their addresses and (iii) the date and manner of service; d) maintain copies of all proofs of claim and proofs of interest filed in these cases; e) maintain official claims registers in these Chapter 11 cases by docketing all proofs of claims and proofs of interest in a claims database that includes these informations: -- the name and address of the claimant or interest holder and any agent thereof, if the proof of interest was filed by an agent; -- the date the proof of claim or proof of interest was received by Epiq or the Court; -- the claim number assigned to the proof of claim or proof of interest; and -- the asserted amount and classification of the claim; f) implement necessary security measured to ensure the completeness and integrity of the claims registers; g) transmit to the Clerk's Office a copy of the claims registers on a weekly basis, unless requested by the Clerk's Office on a more or less frequent basis; h) maintain an up-to-date mailing list for all entities that have filed proofs of claim or proofs of interest and make such list available to the Clerk's Office or any party-in-interest upon request; i) provide access to the public for examination of copies of the proofs of claim or proofs of interest filed in these Chapter 11 cases without charge during regular business hours; j) create and maintain a public access website setting forth pertinent cases information and allowing access to certain documents filed in the Debtors' Chapter 11 cases; k) record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and provide notice of such transfers to the extent required by Bankruptcy Rule 3001(e); l) comply with applicable federal, state, municipal and local statutes, ordinances, rules, regulations, orders and other requirements; m) provide temporary employees, who are not past or present employees of the Debtors, to process claims, as necessary; n) promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time prescribe; o) provide balloting and solicitations services, including producing personalized ballots and tabulating creditor ballots on a daily basis; p) provide such other claims processing, noticing, balloting and related administrative services as may be requested from time to time by the Debtors; and q) at the close of these cases, box and transport all original documents in proper format, as provided by the Clerk's Office, to the Federal Archives. The firm will bill the Debtors at these rates: Designation Hourly Rate ----------- ----------- Senior Consultant TBD Senior Case Manager $225 - $275 Case Manager (Level 2) $185 - $220 IT Programming Consultant $140 - $190 Case manager (Level 1) $125 - $175 Clerk $40 - $60 The Debtors will also provide the firm a retainer amount of $25,000 to be kept in place at all times and applied against the firm's final invoice for the services provided to the Debtors. To the best of the Debtors' knowledge, the firm holds no interests adverse to the Debtors and their estates and is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets: USEY) -- http://www.usenergysystems.com/-- owns green power and clean energy and resources. USEY owns and operates energy projects in the United States and United Kingdom that generate electricity, thermal energy and gas production. The company filed for Chapter 11 protection on Jan. 9, 2008 (Bank. S.D.N.Y. Case No. 08-10054). There are 34 affiliates who filed for separate Chapter 11 petitions. The Debtor also selected Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. The Official Committee of Unsecured Creditors has yet to be appointed in these cases by the U.S. Trustee for Region 2. When the Debtors filed for protection from their creditors, they listed total assets of $258,200,000 and total debts of $175,300,000. US ENERGY: Court Approves Hunton & Williams as Bankruptcy Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York gave U.S. Energy Systems Inc. and its debtor-affiliates permission from to employ Hunton & Williams LLP as their bankruptcy counsel, nunc pro tunc to Jan. 9, 2008. As reported in the Troubled Company Reporter on Feb. 1, 2008, Hunton & Williams is expected to: a) advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their business and properties; b) attend meetings and negotiate with representatives of creditors and other parties-in-interest; c) take all necessary action to protect and preserve the Debtors' estates; d) prepare on behalf of the Debtors all motions, applications, answers, orders, reports and papers necessary to the administration of the Debtors' estates; e) take any necessary action on behalf of the Debtors to obtain approval of a disclosure statement and confirmation of the Debtors' plan; f) represent the Debtors in connection with obtaining the use of cash collateral and any potential postpetition financing including but not limited to helping the Debtors obtain postpetition loans; g) advise the Debtors in connection with any potential sale of assets; h) appear before the Court and the U.S. Trustee and protect the interests of the Debtors' estate; i) provide non-bankruptcy services to the Debtors to the extent requested by the Debtors; j) consult with the Debtors regarding tax matters; and k) perform all other necessary legal services to the Debtors in connection with their Chapter 11 cases. Peter S. Partee, Esq., a partner at Hunton & Williams, tells the Court that the firm will be paid at its standard rates: Professional Hourly Rate ------------ ----------- Enid L. Vernon, Esq. $770 Raul Grable, Esq. $770 Peter S. Partee, Esq. $725 Joseph J. Saltarelli, Esq. $720 Benjamin C. Ackerly, Esq. $650 Richard P. Norton, Esq. $635 Scott H. Bernstein, Esq. $450 Michael G. Wilson, Esq. $400 Jason W. Harbour, Esq. $380 Thomas N. Jamerson, Esq. $280 Henry P. Long, III, Esq. $220 Constance Andonian $210 Matthew A. Lambert $110 Mr. Partee assured the Court that the firm does not have any connection with the Debtors, their creditors, or any other parties-in-interest, and does not represent any interest adverse to the Debtors and their estates. Mr. Partee can be contacted at: Peter S. Partee, Esq. Hunton & Williams LLP 200 Park Avenue New York, NY 10166-0091 Tel: (212) 309-1000 Fax: (212) 309-1100 http://www.hunton.com/ Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets: USEY) -- http://www.usenergysystems.com/-- owns green power and clean energy and resources. USEY owns and operates energy projects in the United States and United Kingdom that generate electricity, thermal energy and gas production. The company filed for Chapter 11 protection on Jan. 9, 2008 (Bank. S.D.N.Y. Case No. 08-10054). There are 34 affiliates who filed for separate Chapter 11 petitions. The Debtor also selected Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. The Official Committee of Unsecured Creditors has yet to be appointed in these cases by the U.S. Trustee for Region 2. When the Debtors filed for protection from their creditors, they listed total assets of $258,200,000 and total debts of $175,300,000. WESCO INT'L: Earns $61 Mil. in Fourth Quarter Ended December 31 --------------------------------------------------------------- WESCO International Inc. reported its 2007 fourth quarter and full-year financial results. Net income for this quarter was $61 million versus $58 million in the comparable 2006 quarter. "Our company performed quite well during the quarter maintaining a tight focus on cost management while making progress on our commitment to add sales capacity throughout the organization," Stephen A. Van Oss, senior vice president and chief financial and administrative officer stated. "Core sales growth at 3% was in line with our expectations. We are particularly pleased to see our operating profit pull through return to near target levels." "This was achieved despite tough comparisons to last year's fourth quarter which included the favorable impact of one-time items related to last year's acquisitions and sales growth below levels generally necessary to achieve targeted operating profit pull through of 50% or more," Mr. Van Oss related. "We repurchased 1.1 million shares of company stock under the new $400 million share repurchase program," Mr. Van Oss continued. "Over the last 10 months, the company has repurchased a total of 7.5 million shares. Our balance sheet is solid, with good earnings and strong free cash flow providing ample liquidity for continued share repurchases while maintaining appropriate levels of leverage." Net income for 2007, including approximately $12 million of favorable one-time items related to income taxes and the change in accounting for our accounts receivable securitization program, was $241 million compared with $217 million last year. "WESCO produced another year of record operating and financial results in 2007, despite sales weakness encountered early in the year," Roy W. Haley, chairman and chief executive officer, commented. "We are encouraged by the increased activity levels in the second half of 2007. The organization has worked very hard over the past several quarters to increase our sales and marketing capabilities while also expanding our capacity for growth. We believe these ongoing activities are appropriate and will yield additional profitable growth in 2008." "We are very cognizant of the forecasts for a weaker economic environment for 2008," Mr. Haley continued. "Our management is focused on matters under our operational and administrative control to drive sales growth in a difficult environment. We are pleased with the organization's efforts in 2007, and we look forward to another year of record results in 2008." At Dec. 31, 2007, the company relates that its total debt amounted to $1.3 billion. At Dec. 31, 2007, the company's balance sheet showed total assets $2.9 billion, total liabilities of $2.3 billion and total stockholders' equity of $0.6 billion. About WESCO International Headquartered in pittsburgh, Pennsylvania, WESCO International, Inc., is a publicly traded Fortune 500 holding company, whose primary operating entity is WESCO Distribution Inc. WESCO Distribution distributes electrical construction products and electrical and industrial maintenance, repair and operating supplies. The company employs approximately 7,100 people, maintains relationships with over 26,000 suppliers, and serves more than 110,000 customers worldwide. WESCO operates seven automated distribution centers and approximately 400 branches in North America and selected international markets. * * * As reported in the Troubled Company Reporter on Dec. 4, 2007, Moody's affirmed the ratings of Wesco International Inc. and changed the outlook to stable from positive. Specifically, Moody's affirmed the B1 ratings on both the guaranteed senior convertible debentures due 2025 and WESCO Distribution, Inc.'s guaranteed senior subordinated notes due 2017. Moody's also affirmed the company's Ba3 corporate family rating. WILLIAM BECKER: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: William F. Becker 1825 12th Street Northwest Washington, DC 20009 Bankruptcy Case No.: 08-00079 Chapter 11 Petition Date: February 4, 2008 Court: District of Columbia (Washington, D.C.) Debtor's Counsel: Michael S. Fried, Esq. Fried & Rosefelt, P.A. 4416 East-West Highway Suite 210 Bethesda, MD 20814 Tel: (301) 656-4424 Total Assets: $3,095,526 Total Debts: $3,739,281 Debtor's list of its 17 Largest Unsecured Creditors: Entity Claim Amount ------ --------- National City $376,155 P.O. Box 856176 Collateral: $1,100,00 Louisville, KY 40285-6176 Unsecured: $376,155 Wachovia Commercial Loan Services $265,451 P.O. Box 740502 Collateral: $0 Atlanta, GA 30374-0502 Unsecured: $265,451 Citimortgage, Inc. $1,246,000 1000 Technology Drive Collateral: $1,100,000 O' Fallon, MO 63368 Unsecured: $146,000 FIA Card Services $52,218 Wachovia Card Services $49,291 Key Bank & Trust $50,000 Collateral: $25,000 Unsecured: $25,000 Mercedes Benz Financial $21,600 Discover Card $20,000 Wells Fargo Financial $158,865 Collateral: $782,200 Unsecured: $15,865 Ford Motor Credit Company $12,000 Collateral: $0 Unsecured: $12,000 Bank of America - Phoenix $121,950 Collateral: $600,000 Unsecured: $9,850 Bank of America - Wilmington $8,598 Chase $4,286 Providian $3,500 DC Office of Tax & Revenue $2,536 Collateral: $782,200 Unsecured: $2,536 Florida Power & Light $2,109 Wachovia Bank, NA $2,038 * Fitch Proposes Changes in Rating Methodology for Corporate CDOs ----------------------------------------------------------------- Fitch Ratings announced that it has made significant proposals to change its rating methodology for corporate CDOs. The agency has published an exposure draft of its methodology revisions along with a beta model and is seeking market feedback regarding the changes. Fitch anticipates that the final criteria will be issued no later than March 31, 2008, at which point the agency will recommence issuing ratings for corporate CDOs (emerging market specific methodology remains under review and is not addressed in this criteria). 'With the structured credit markets under unprecedented stress, Fitch wanted to proactively challenge existing CDO rating assumptions, learning from areas where underperformance has already materialized,' says Managing Director and head of Global Structured Credit John Olert. 'Fitch's proposed revisions to its corporate CDO methodology are designed to provide an updated, more forward-looking view of corporate default and loss experience. The intention is to produce CDO ratings that perform similarly in terms of default risk and ratings migration with the market's expectation for other asset classes. This is particularly true for 'AAA' and other highly rated CDO tranches.' Principal changes to the criteria include: -- Updated historical default rates, with protection for highly rated CDO tranches calibrated above historical peak default rates for the relevant portfolio; -- Increased credit enhancement for concentrated portfolios; mechanisms to identify and provide additional protections against adversely selected names and portfolios; lower recovery rates; and -- Portfolio composition and rating considerations that place greater emphasis on qualitative factors to supplement quantitatively established inputs and results. Fitch will use the model as a guide, and its opinion may vary considerably from the model results, particularly for concentrated or adversely selected portfolios. 'By benchmarking ratings to clearly observable historical default levels and more prominently reflecting other qualitative considerations, these and other planned changes to Fitch's CDO ratings methodologies should bring an important level of transparency to the structured credit markets,' says Roger Merritt, Chief Credit Officer for Global Structured Credit at Fitch. Following issuance of final criteria, Fitch will conduct a review of its existing portfolio of CDOs referencing corporate portfolios and take rating actions as necessary based upon the revised criteria. Static synthetic CDOs are expected to be most affected by the revised criteria, with an average expected downgrade of five notches. This is expected to impact numerous tranches currently carrying a 'AAA' rating. The magnitude of downgrades for cash-flow CDOs holding high-yield assets is expected to be less severe, with the majority of senior classes expected to be affirmed. Junior tranches are more susceptible to downgrades, and these are expected to range from one to three notches. The rating revision for the most junior classes will take into account portfolio performance to date, and ratings are not expected to be lowered below 'B-' in the absence of actual portfolio deterioration. The rating review process is expected to take place over a three-month period, and all transaction and portfolio features will be considered in any revision of current ratings. The proposed criteria will apply to corporate CDOs with portfolios of 50-500 obligors, and with exposure to emerging market corporates between 0-5%. Other types of CDOs such as Emerging Markets CDOs, SF CDOs, highly granular SME CDOs and PFI CDOs are not addressed in this exposure draft. Criteria updates for these asset classes will follow in the coming months. Bloomberg News reports that Fitch Ratings may downgrade the $220,000,000,000 of CDOs it assesses that are based on corporate securities to reflect higher risks of default than the firm initially assumed. Bloomberg's John Glover says Fitch may lower the notes by as much as five levels after failing to accurately assess the risk of debt that packages other assets, based on the guidelines Fitch has proposed. CDOs with AAA grades that are based on credit-default swaps and aren't actively managed may face the steepest reductions, Bloomberg says. * Five Canadian Banks Support Third-Party ABCP Restructuring ------------------------------------------------------------ The Pan-Canadian Investors Committee reported Monday further progress in the implementation phase of the restructuring plan for third-party asset backed commercial paper previously announced on Dec. 23, 2007. The Investors Committee now expects that complete information on the Plan and details on the approval process by noteholders will be available toward the end of February. The objective of the Investors Committee remains to complete the restructuring process by March 31, 2008. Committee members and dealer bank asset providers have agreed to a further extension of the Standstill Agreement to Feb. 22, 2008. The extension also applies to Devonshire Trust, which was not part of the restructuring plan announced in December. The sole dealer bank asset provider involved with Devonshire Trust and certain key investors in Devonshire Trust have been in active discussions regarding the restructuring of Devonshire Trust and believe that substantial progress has been made in achieving a viable plan for its separate restructuring. Five Canadian Banks Backs Funding Facility The Investors Committee also announced that the Bank of Montreal, Canadian Imperial Bank of Commerce, Royal Bank of Canada, Bank of Nova Scotia have each agreed in principle, subject to the satisfaction of certain conditions, to join National Bank of Canada, certain members of the Investors Committee and certain dealer bank asset providers, and participate as lenders in the margin call funding facility. The margin call funding facility is a key component of the restructuring plan and is intended to further enhance the stability of affected assets and support those which may require additional collateral in the future. As previously announced, the Investors Committee has made arrangements for any additional required commitments to be in place prior to closing of the restructuring for the margin funding facility to aggregate CA$14 billion. "We are making substantial progress on the implementation details of the restructuring proposal announced in late December," said Purdy Crawford, Chairman of the Investors Committee. "The support of the major Canadian banks is an important component of the plan, and we are pleased to confirm their participation, which further reflects the spirit of compromise and goodwill that has prevailed throughout this process." BlackRock as Restructuring Administrator In addition, following a request for proposals process, the Investors Committee has determined that BlackRock be appointed administrator and asset manager for the proposed restructuring vehicles. BlackRock is a premier provider of global investment management services and one of the world's largest fixed-income managers with over US$1.3 trillion in assets under management. In addition, a growing number of institutional investors use BlackRock's investment system, risk management and financial advisory services. "BlackRock's reputation, expertise and technology capabilities will ensure noteholders are well-served in terms of asset management and administration", Chairman Crawford noted. Under the terms of the restructuring plan, which deals with 20 of the trusts covered by last summer's Montreal Accord, and approximately CA$33 billion of the CA$35 billion of outstanding third-party ABCP in Canada, most noteholders can expect to receive full principal repayment if they hold the new restructured notes to maturity. They will also benefit from reduced risk that external events affecting credit markets will adversely impact the new notes. The restructuring has been approved in principle by the Investors Committee, certain dealer bank asset providers, and the sponsors of each of the trusts. The Chairman of the Investors Committee and the Committee's financial and legal advisors continue to meet with noteholders who wish to do so, on an ongoing basis, and expect to hold roadshows for investors once the documentation is available. The implementation of the restructuring, including the appointment of BlackRock, will be subject to a number of conditions, including execution of definitive legal documentation, satisfactory due diligence, receipt of internal approvals by dealer bank asset providers and participating Schedule I banks and receipt of the requisite approvals of holders of ABCP. A variety of consents and other approvals will be necessary or desirable in connection with the restructuring, including certain governmental, regulatory and court approvals. * Wall Street Banks Form Climate Change Guidelines -------------------------------------------------- Three financial institutions disclosed the formation of The Carbon Principles, climate change guidelines for advisors and lenders to power companies in the United States. These principles are the result of a nine-month intensive effort to create an approach to evaluating and addressing carbon risks in the financing of electric power projects. The need for these principles is driven by the risks faced by the power industry as utilities, independent producers, regulators, lenders and investors deal with the uncertainties around regional and national climate change policy. The principles were developed in partnership by Citi, JPMorgan Chase and Morgan Stanley, and in consultation with leading power companies American Electric Power, CMS Energy, DTE Energy, NRG Energy, PSEG, Sempra and Southern Company. Environmental defense and the natural resources defense council, environmental non- governmental organizations, also advised on the creation of the principles. This effort is the first time a group of banks has come together and consulted with power companies and environmental groups to develop a process for understanding carbon risk around power sector investments needed to meet future economic growth and the needs of consumers for reliable and affordable energy. The consortium has developed an enhanced diligence framework to help lenders better understand and evaluate the potential carbon risks associated with coal plant investments. The principles recognize the benefits of a portfolio approach to meeting the power needs of consumers, without prescribing how power companies should act to meet these needs. However, if high carbon dioxide-emitting technologies are selected by power companies, the signatory banks have agreed to follow the enhanced diligence process and factor these risks and potential mitigants into the final financing decision. "There was full and frank dialogue around the table," Matt Arnold, director of Sustainable Finance, which helped coordinate the development of the principles and enhanced diligence process, said. "There was a remarkable amount of debate and exchange of information and views among the banks, power companies and environmental organizations. The dialogue resulted in a rigorous analysis of the carbon risks in power investments, and sets the stage for further discussion." Citi, JPMorgan Chase and Morgan Stanley have pledged their commitment to the principles to use as a framework when talking about these issues with clients. This effort creates a consistent approach among major lenders and advisors in evaluating climate change risks and opportunities in the US electric power industry. The principles and associated enhanced diligence represent a first step in a process aimed at providing banks and their power industry clients with a consistent roadmap for reducing the regulatory and financial risks associated with greenhouse gas emissions. The principles are: Energy Efficiency An effective way to limit CO2 emissions is to not produce them. The signatory financial institutions will encourage clients to invest in cost-effective demand reduction, taking into consideration the value of avoided CO2 emissions. This also encourages regulatory and legislative changes that increase efficiency in electricity consumption including the removal of barriers to investment in cost-effective demand reduction. The institutions will consider demand reduction caused by increased energy efficiency as part of the enhanced diligence process and assess its impact on proposed financings of certain new fossil fuel generation. Renewable and Low Carbon Distributed Energy Technologies Renewable energy and low carbon distributed energy technologies hold considerable promise for meeting the electricity needs of the US while also leveraging American technology and creating jobs. This will encourage clients to invest in cost-effective renewables and distributed technologies, taking into consideration the value of avoided CO2 emissions. It also encourages legislative and regulatory changes that remove barriers to, and promote such investments (including related investments in infrastructure and equipment needed to support the connection of renewable sources to the system). This considers production increases from renewable and low carbon generation as part of the enhanced diligence process and assess their impact on proposed financings of certain new fossil fuel generation. Conventional and Advanced Generation In addition to cost effective energy efficiency, renewables and low carbon distributed generation, investments in conventional or advanced generating facilities will be needed to supply reliable electric power to the US market. This may include power from natural gas, coal and nuclear technologies. Due to evolving climate policy, investing in CO2-emitting fossil fuel generation entails uncertain financial, regulatory and certain environmental liability risks. It is the purpose of the enhanced diligence process to assess and reflect these risks in the financing considerations for certain fossil fuel generation. This encourages regulatory and legislative changes that facilitate carbon capture and storage to further reduce CO2 emissions from the electric sector. "Leading utilities and financial institutions understand that the rules of the road have changed for coal," Mark Brownstein, managing director of business partnerships for environmental defense, one of the NGOs that advised with the banks in creating the Principles, said. "These principles are a first step in facilitating an honest assessment of electric generation options in light of the obvious and pressing need to substantially reduce national greenhouse gas pollution." "Expectations are rising fast for this industry. Global warming is changing the competitive landscape," Dale Bryk, senior attorney at the Natural Resources Defense Council added. "Clean power is the name of the game today." "Conventional coal facilities are already facing intensive scrutiny," Mr. Bryk continued. "We think the serious money is increasingly going to be on clean, efficient solutions." Power Industry Comments on The Carbon Principles American Electric Power, Columbus, Ohio "A rational set of carbon principles to help guide energy investment strategy is vital to our nation's energy and economic future," Michael G. Morris, Chairman, president and chief executive officer of American Electric Power said. "Recognizing that energy efficiency, renewables, cleaner fossil technologies and other diverse solutions all have significant roles in addressing climate challenges while maintaining economic and energy security establishes a framework for making the best decisions regarding our nation's energy future." CMS Energy, Jackson, Michigan "The electric companies that serve America's families and businesses every day understand the need for a balanced approach to meet our country's energy needs. At CMS Energy, our objective is to provide reliable and affordable power to our customers through a prudent, environmentally responsible mix of conventional and advanced technologies that includes renewable energy and to work with customers to help them use energy efficiently." "By adopting these principles, Wall Street is making an important and creative contribution to the ongoing effort to address climate change and a contribution that will be welcomed by those in the utility sector with similar concerns about the environment." DTE Energy, Detroit, Michigan "DTE Energy is proud of its history of environmental stewardship and thus we applaud the Carbon Principles approach by leading banks recognizing that a broad range of energy solutions must be considered to address the climate change issue," Anthony F. Earley Jr., chairman and chief executive officer of DTE Energy, said. NRG Energy, Princeton, New Jersey "To move the needle on global warming, clean energy technologies need to be developed, demonstrated and deployed as quickly as possible," David Crane, President and Chief Executive Officer of NRG Energy Inc., said. "Given the capital intensive nature of this challenge, we welcome these carbon principles as a sign that America's leading financial institutions are ready to support a massive increase of investment in clean energy solutions." "With the support of both Wall Street an public policymakers in Washington, the American power industry can lead the way in achieving the dramatic GHG reductions that are critical to the health of both our economy and our planet," Mr. Crane added. Public Service Enterprise Group, Newark, New Jersey "The Carbon Principles encourage all stakeholders to recognize that energy efficiency, renewables and new low-carbon power sources are all indispensable to meeting the nation's future energy needs while addressing climate change as one of the foremost policy and environmental issues of our time," Ralph Izzo, Chairman, president and chief executive officer of PSEG, said. "PSEG is actively pursuing this overall goal, while recognizing that our efforts must result in a reasonable cost to consumers." "We hope that the Principles will contribute to the national consensus that must be reached to deal effectively with these critical issues," Mr. Izzo went on to say. Sempra Energy, San Diego, California "With its mix of energy efficiency, renewable energy and clean conventional generation, the Carbon Principles echo our view that to meet future US energy needs, a balanced portfolio approach must use energy efficiency, renewable energy, and natural gas." Southern Company, Atlanta, Georgia Southern Company, along with our regulators and other stakeholders, has and will continue to undertake extensive evaluation of all generation resources including nuclear, coal, natural gas, renewables and energy efficiency, to maintain the balanced portfolio necessary to reliably meet our customers' growing electricity needs. We regard bank due diligence as a normal part of our business and we applaud the banks for seeking input from the electricity industry as they developed the Carbon Principles. About Citi Headquartered in New York, New York, Citi -- www.citi.com, www.citigroup.com -- has some 200 million customer accounts and does business in more than 100 countries, providing consumers, corporations, governments and institutions with a financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, and wealth management. Citis major brand names include Citibank, CitiFinancial, Primerica, Smith Barney, Banamex, and Nikko. About JPMorgan Chase Based in New York, New York, JPMorgan Chase & Co. (NYSE: JPM) -- www.jpmorganchase.com -- is a financial services firm with assets of $1.6 trillion and operations in more than 50 countries. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase serves consumers in the United States and many of the world's corporate, institutional and government clients under its JPMorgan and Chase brands. About Morgan Stanley Headquartered in New York, Ney York, Morgan Stanley (NYSE: MS) -- www.morganstanley.com -- is a financial services firm providing a wide range of investment banking, securities, investment management and wealth management services. The firm's employees serve clients including corporations, governments, institutions and individuals from more than 600 offices in 33 countries. About Sustainable Finance Sustainable Finance Limited, provides products and services to assist financial institutions in minimizing the risks and maximizing the opportunities associated with sustainability. Sustainable Finance consults with financial institutions in debt and equity markets, and in developed and emerging economies. It services four areas: strategy and policy development, capacity- building and training, management systems, transaction review and value creation. * Locke Lord Creates Financial Guaranty Insurers Section ------------------------------------------------------- Locke Lord Bissell & Liddell LLP has formed a new financial guaranty insurers section dedicated to serving the needs of the nation's financial guaranty insurers who face mounting legal challenges from financial and insurance regulators and investors among others. The financial guaranty insurers, also referred to as bond insurers or monoline insurers, are facing a wide range of business and legal challenges sparked by the subprime mortgage crisis. Financial guaranty insurers' credit ratings are being reassessed due to the concerns of Fitch Ratings, Moody's Investors Service and Standard & Poor's that the companies don't have enough capital to cover losses stemming from financial downgrades on securities they guarantee. The financial guaranty insurers industry is in need of a massive rescue plan to preserve the insurers' critical triple-A ratings. The largest of the financial guaranty insurers may stand to lose several billion dollars on guarantees of some issues of residential mortgage securities and collateralized debt obligations. "Like many companies, our clients have been affected by the financial markets' stress from the subprime loan fallout, and they frequently seek our advice and representation on a wide range of issues related to those events," Greg Casamento, the financial guaranty insurers section leader in LLB&L's New York office, said. "This new practice area allows us to draw upon our wealth of expertise in different disciplines and serve our clients in an integrated and coordinated fashion." "The housing downturn is threatening to cripple some bond insurers that wrote billions of dollars of guarantees in the past few years on securities backed by risky subprime-mortgage debt because they entered into contracts known as credit-default swaps," Brian Casey of LLB&L, a Financial guaranty insurers section leader with an insurance regulatory law practice, said. "These events are also forcing the National Association of Insurance Commissioners and its constituent insurance regulators to reconsider how bond insurers should be regulated, particularly with respect to the insurer's backing of derivative financial instruments," Mr. Casey added. "We are currently following over 200 active lawsuits in the United States directly resulting from the collapse of the subprime market, and we have only seen the tip of the iceberg," noted Tom Cunningham, LLB&L's class actions practice group leader. The firm related that lawsuits have been filed by consumers, investors, underwriters and others across the country, with heavy concentrations in New York, Illinois, Florida and California. "Many of these lawsuits threaten the very existence of the RMBS trusts into which mortgages have been deposited," Mr. Cunningham said. "Some defendants will face certain bankruptcy if liability is imposed upon them in these cases." LLB&L's financial guaranty insurers section offers clients an experienced interdisciplinary team of insurance industry regulatory, corporate and litigation attorneys to assist in mitigating the effects of and surviving this crisis. The group offers these combination of skills to address legal issues at any stage: A) Investigations/Advice -- Strategic advice and policy development -- Attorney general investigations -- Insurance commissioner investigations -- Predatory lending/regulatory investigations -- Mortgage compliance review -- Congressional legislation advice B) Finance -- Bankruptcies -- Restructuring -- Workouts C) Transactions -- Distressed loan repurchase -- Sale of financial institutions -- Real estate portfolio sale D) Securities -- Securities-related advice and investigations -- Shareholder and hedge fund litigation E) Litigation -- Fair Credit Reporting Act litigation -- White collar criminal defense -- Securities class action and derivative litigation -- Busted deal litigation -- Discrimination litigation -- Consumer class action litigation -- Insurance-related issues and litigation About Locke Lord Bissell & Liddell LLP Locke Lord Bissell & Liddell LLP is a full-service, national law firm of approximately 700 attorneys with offices in Atlanta, Austin, Chicago, Dallas, Houston, London, Los Angeles, New Orleans, New York, Sacramento and Washington, D.C. LLB&L was formed on Oct. 2, 2007, after the combination of Texas-based Locke Liddell & Sapp PLLC and Lord Bissell & Brook LLP, a national firm headquartered in Chicago. With an expanded geographic scope, and a national reputation in complex litigation, regulatory and transactional work, Locke Lord Bissell & Liddell is focused on achieving client success as a team. Among LLB&L's many strong practice areas are appellate, corporate and securities, class action litigation, employee benefits, energy, environmental, financial services, health care, insurance and reinsurance industries, intellectual property, labor and employment, public law, real estate, REIT, tax and technology. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Feb. 7, 2008 TURNAROUND MANAGEMENT ASSOCIATION PowerPlay Philips Arena, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.org/ Feb. 7, 2008 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Event Carnelian Room, San Francisco, California Contact: 510-346-6000 ext 226 or http://www.turnaround.org/ Feb. 7, 2008 TURNAROUND MANAGEMENT ASSOCIATION PowerPlay Philips Arena, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.org/ Feb. 14-16, 2008 AMERICAN BANKRUPTCY INSTITUTE 13th Annual Rocky Mountain Bankruptcy Conference Westin Tabor Center, Denver, Colorado Contact: 1-703-739-0800; http://www.abiworld.org/ Feb. 20, 2008 TURNAROUND MANAGEMENT ASSOCIATION 13 Week Cash Flow Courtyard Marriott, Dania Beach, Florida Contact: http://www.turnaround.org/ Feb. 20, 2008 TURNAROUND MANAGEMENT ASSOCIATION Member Appreciation FREE Happy Hour Islamorada Fish Company, Dania, Florida Contact: 561-882-1331 or http://www.turnaround.org/ Feb. 22, 2008 AMERICAN BANKRUPTCY INSTITUTE Bankruptcy Battleground West Fairmont Miramar, Santa Monica, California Contact: http://www.abiworld.org/ Feb. 23-26, 2008 NORTON INSTITUTES ON BANKRUPTCY LAW Bankruptcy Litigation Seminar I Park City, Utah Contact: http://www.nortoninstitutes.org/ Feb. 25, 2008 FINANCIAL RESEARCH ASSOCIATES LLC Financial Services Mergers & Acquisitions Deals Forum Harvard Club, New York, New York Contact: http://www.frallc.com/ Feb. 26, 2008 TURNAROUND MANAGEMENT ASSOCIATION Member Appreciation FREE Happy Hour One Eyed Jacks, Orlando, Florida Contact: 561-882-1331 or http://www.turnaround.org/ Feb. 26, 2008 TURNAROUND MANAGEMENT ASSOCIATION Retail Panel Citrus Club, Orlando, Florida Contact: http://www.turnaround.org// Feb. 27, 2008 BEARD AUDIO CONFERENCES Examining the Examiners: Pros and Cons of Using Examiners in Chapter 11 Proceedings Contact: 240-629-3300; http://www.beardaudioconferences.com Feb. 28, 2008 BEARD AUDIO CONFERENCES New 'Red Flag' Identity Theft Rules Contact: 240-629-3300; http://www.beardaudioconferences.com Mar. 6-8, 2008 ALI-ABA Fundamentals of Bankruptcy Law Mandalay Bay Resort, Las Vegas, Nevada Contact: http://www.ali-aba.org/ Mar. 8-10, 2008 AMERICAN BANKRUPTCY INSTITUTE Conrad Duberstein Moot Court Competition St. John's University School of Law, New York Contact: http://www.abiworld.org/ Mar. 19, 2008 TURNAROUND MANAGEMENT ASSOCIATION Rick Cieri of Kirkland & Ellis Jamie Sprayregan of Goldman Sachs Bankers Club of Miami, Florida Contact: 561-882-1331 or http://www.turnaround.org/ Mar. 25, 2008 TURNAROUND MANAGEMENT ASSOCIATION Dearfoam Slipper Turnaround Centre Club, Tampa, Florida Contact: 561-882-1331 or http://www.turnaround.org/ Mar. 25-29, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Ritz Carlton Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Mar. 27-30, 2008 NORTON INSTITUTES ON BANKRUPTCY LAW Bankruptcy Litigation Seminar II Las Vegas, Nevada Contact: http://www.nortoninstitutes.org/ Apr. 3, 2008 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION Annual Spring Luncheon Renaissance Hotel, Washington, District of Columbia Contact: 703-449-1316 or www.iwirc.org Apr. 3, 2008 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts for Young Practitioners - East The Renaissance, Washington, District of Columbia Contact: http://www.abiworld.org/ Apr. 3-6, 2008 AMERICAN BANKRUPTCY INSTITUTE 26th Annual Spring Meeting The Renaissance, Washington, District of Columbia Contact: http://www.abiworld.org/ Apr. 7-8, 2008 PRACTISING LAW INSTITUTE 30th Annual Current Developments in Bankruptcy & Reorganization PLI Center New York, New York Contact: http://www.pli.edu/ Apr. 10-11, 2008 BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES Ninth Annual Conference on Healthcare Transactions Successful Strategies for Mergers, Acquisitions, Divestitures and Restructurings The Millennium Knickerbocker Hotel, Chicago Contact: 800-726-2524; 903-595-3800; www.renaissanceamerican.com Apr. 25-27, 2008 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Spring Seminar Eldorado Hotel & Spa, Santa Fe, New Mexico Contact: http://www.nabt.com/ Apr. 29, 2008 TURNAROUND MANAGEMENT ASSOCIATION Why Prospects Become Clients Citrus Club, Orlando, Florida Contact: http://www.turnaround.org// May 1-2, 2008 TURNAROUND MANAGEMENT ASSOCIATION 2nd Annual Credit & Bankruptcy Symposium Foxwoods Resort Casino, Ledyard, Connecticut Contact: http://www.turnaround.org// May 1-2, 2008 AMERICAN BANKRUPTCY INSTITUTE Debt Symposium Hilton Garden Inn, Champagne/Urbana, Illinois Contact: 1-703-739-0800; http://www.abiworld.org/ May 9, 2008 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts for Young Practitioners - NYC Alexander Hamilton U.S. Custom House, New York Contact: 1-703-739-0800; http://www.abiworld.org/ May 12, 2008 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference Millennium Broadway Hotel & Conference Center, New York Contact: 1-703-739-0800; http://www.abiworld.org/ May 12-13, 2008 PRACTISING LAW INSTITUTE 30th Annual Current Developments in Bankruptcy & Reorganization PLI Center San Francisco, California Contact: http://www.pli.edu/ May 13-16, 2008 AMERICAN BANKRUPTCY INSTITUTE Litigation Skills Symposium Tulane University, New Orleans, Louisiana Contact: 1-703-739-0800; http://www.abiworld.org/ May 15-16, 2008 BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES Fifth Annual Conference on Distressed Investing Europe Maximizing Profits in the European Distressed Debt Market Le Meridien Piccadilly Hotel - London Contact: 800-726-2524; 903-595-3800; www.renaissanceamerican.com May 18-20, 2008 INTERNATIONAL BAR ASSOCIATION 14th Annual Global Insolvency & Restructuring Conference Stockholm, Sweden Contact: http://www.ibanet.org/ May 21, 2008 TURNAROUND MANAGEMENT ASSOCIATION What Happened to My Money - The Restructuring of a Loan Servicer Marriott North, Fort Lauderdale, Florida Contact: http://www.turnaround.org// June 4-7, 2008 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 24th Annual Bankruptcy & Restructuring Conference J.W. Marriott Spa and Resort, Las Vegas, Nevada Contact: http://www.airacira.org/ June 12-14, 2008 AMERICAN BANKRUPTCY INSTITUTE 15th Annual Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Michigan Contact: http://www.abiworld.org/ June 19 & 20, 2008 BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES Corporate Reorganizations Contact: 800-726-2524; 903-595-3800; www.renaissanceamerican.com June 24, 2008 TURNAROUND MANAGEMENT ASSOCIATION Fraud Panel Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ June 26-29, 2008 NORTON INSTITUTES ON BANKRUPTCY LAW Western Mountains Bankruptcy Law Seminar Jackson Hole, Wyoming Contact: http://www.nortoninstitutes.org/ July 10, 2008 TURNAROUND MANAGEMENT ASSOCIATION Cynthia Jackson of Smith Hulsey & Busey University Club, Jacksonville, Florida Contact: http://www.turnaround.org/ July 10-13, 2008 AMERICAN BANKRUPTCY INSTITUTE 16th Annual Northeast Bankruptcy Conference Ocean Edge Resort Brewster, Massachussets Contact: http://www.abiworld.org/events July 29, 2008 TURNAROUND MANAGEMENT ASSOCIATION Employment Issues Following Hurricanes & Disasters Centre Club, Tampa, Florida Contact: http://www.turnaround.org/ July 31 - Aug. 2, 2008 AMERICAN BANKRUPTCY INSTITUTE 4th Annual Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay Cambridge, Maryland Contact: http://www.abiworld.org/ Aug. 16-19, 2008 AMERICAN BANKRUPTCY INSTITUTE 13th Annual Southeast Bankruptcy Workshop Ritz-Carlton, Amelia Island, Florida Contact: http://www.abiworld.org/ Aug. 20-24, 2008 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Convention Captain Cook, Anchorage, Alaska Contact: http://www.nabt.com/ Aug. 26, 2008 TURNAROUND MANAGEMENT ASSOCIATION Do's and Don'ts of Investing in a Turnaround Citrus Club, Orlando, Florida Contact: http://www.turnaround.org// Sept. 4-5, 2008 AMERICAN BANKRUPTCY INSTITUTE Complex Financial Restructuring Program Four Seasons, Las Vegas, Nevada Contact: http://www.abiworld.org/ Sept. 4-6, 2008 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Four Seasons, Las Vegas, Nevada Contact: http://www.abiworld.org/ Sept. 17, 2008 TURNAROUND MANAGEMENT ASSOCIATION Real Estate / Condo Restructuring Panel Marriott North, Fort Lauderdale, Florida Contact: http://www.turnaround.org// Sept. 24-26, 2008 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION IWIRC 15th Annual Fall Conference Scottsdale, Arizona Contact: http://www.ncbj.org/ Sept. 24-27, 2008 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Desert Ridge Marriott, Scottsdale, Arizona Contact: http://www.iwirc.org/ Sept. 30, 2008 TURNAROUND MANAGEMENT ASSOCIATION Private Equity Panel Centre Club, Tampa, Florida Contact: http://www.turnaround.org// Oct. 9, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Luncheon - Chapter 11 University Club, Jacksonville, Florida Contact: http://www.turnaround.org/ Oct. 28, 2008 TURNAROUND MANAGEMENT ASSOCIATION State of the Capital Markets Citrus Club, Orlando, Florida Contact: http://www.turnaround.org// Oct. 28-31, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott New Orleans, Louisiana Contact: 312-578-6900; http://www.turnaround.org/ Oct. 30 & 31, 2008 BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES Physicians Agreements and Ventures Contact: 800-726-2524; 903-595-3800; www.renaissanceamerican.com Nov. 19, 2008 TURNAROUND MANAGEMENT ASSOCIATION Interaction Between Professionals in a Restructuring/Bankruptcy Bankers Club, Miami, Florida Contact: 312-578-6900; http://www.turnaround.org/ Dec. 3-5, 2008 AMERICAN BANKRUPTCY INSTITUTE 20th Annual Winter Leadership Conference Westin La Paloma Resort & Spa Tucson, Arizona Contact: http://www.abiworld.org/ May 7-10, 2009 AMERICAN BANKRUPTCY INSTITUTE 27th Annual Spring Meeting Gaylord National Resort & Convention Center National Harbor, Maryland Contact: http://www.abiworld.org/ June 11-13, 2009 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa Traverse City, Michigan Contact: http://www.abiworld.org/ June 21-24, 2009 INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY & BANKRUPTCY PROFESSIONALS 8th International World Congress TBA Contact: http://www.insol.org/ July 16-19, 2009 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Mt. Washington Inn Bretton Woods, New Hampshire Contact: http://www.abiworld.org/ Sept. 10-12, 2009 AMERICAN BANKRUPTCY INSTITUTE 17th Annual Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nevada Contact: http://www.abiworld.org/ Oct. 5-9, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Desert Ridge, Phoenix, Arizona Contact: 312-578-6900; http://www.turnaround.org/ Dec. 3-5, 2009 AMERICAN BANKRUPTCY INSTITUTE 21st Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 4-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ BEARD AUDIO CONFERENCES 2006 BACPA Library Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com BEARD AUDIO CONFERENCES BAPCPA One Year On: Lessons Learned and Outlook Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Calpine's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Carve-Out Agreements for Unsecured Creditors Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changes to Cross-Border Insolvencies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changing Roles & Responsibilities of Creditors' Committees Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Chinas New Enterprise Bankruptcy Law Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Clash of the Titans -- Bankruptcy vs. IP Rights Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Coming Changes in Small Business Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer for Navigating the Restructuring Process Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com BEARD AUDIO CONFERENCES Dana's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Deepening Insolvency Widening Controversy: Current Risks, Latest Decisions Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Diagnosing Problems in Troubled Companies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Claims Trading Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Market Opportunities Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Real Estate under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Employee Benefits and Executive Compensation under the New Code Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Equitable Subordination and Recharacterization Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Examining the Examiners: Pros and Cons of Using Examiners in Chapter 11 Proceedings Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com BEARD AUDIO CONFERENCES Fundamentals of Corporate Bankruptcy and Restructuring Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Handling Complex Chapter 11 Restructuring Issues Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Healthcare Bankruptcy Reforms Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES High-Yield Opportunities in Distressed Investing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Homestead Exemptions under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Hospitals in Crisis: The Insolvency Crisis Plaguing Hospitals Across the U.S. Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES IP Rights In Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES KERPs and Bonuses under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES New 'Red Flag' Identity Theft Rules Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com BEARD AUDIO CONFERENCES Non-Traditional Lenders and the Impact of Loan-to-Own Strategies on the Restructuring Process Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Partnerships in Bankruptcy: Unwinding The Deal Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Privacy Rights, Protections & Pitfalls in Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Real Estate Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Reverse Mergersthe New IPO? Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Second Lien Financings and Intercreditor Agreements Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Surviving the Digital Deluge: Best Practices in E-Discovery and Records Management for Bankruptcy Practitioners and Litigators Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Technology as a Competitive Advantage For Todays Legal Processes Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES The Battle of Green & Red: Effect of Bankruptcy on Obligations to Clean Up Contaminated Property Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES The Subprime Sector Meltdown: Legal Developments and Latest Opportunities Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Twenty-Day Claims Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Using Virtual Data Rooms to Expedite Corporate Restructuring Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com BEARD AUDIO CONFERENCES Using Virtual Data Rooms to Expedite M&A and Insolvency Proceedings Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Validating Distressed Security Portfolios: Year-End Price Validation and Risk Assessment Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES When Tenants File -- A Landlord's BAPCPA Survival Guide Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ * * * Featured Conferences Beard Conferences presents: April 10-11, 2008 Ninth Annual Conference on Healthcare Transactions Successful Strategies for Mergers, Acquisitions, Divestitures and Restructurings The Millennium Knickerbocker Hotel, Chicago, Illinois Brochure available soon! May 15-16, 2008 Fifth Annual Conference on Distressed Investing Europe Maximizing Profits in the European Distressed Debt Market Le Meridien Piccadilly Hotel - London Brochure available soon! * * * Beard Audio Conferences presents: Feb. 27, 2008 Examining the Examiners: Pros and Cons of Using Examiners in Chapter 11 Proceedings Speaker: Thomas J. Salerno For more information, visit: http://www.beardaudioconferences.com/bin/conference_details?code=B R-046 * * * The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Joseph Medel C. Martirez, Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Philline P. Reluya, Ma. Cristina I. Canson, Christopher G. Patalinghug, Frauline S. Abangan, and Peter A. Chapman, Editors. Copyright 2008. 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 ***