/raid1/www/Hosts/bankrupt/TCR_Public/090902.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, September 2, 2009, Vol. 13, No. 243
Headlines
1029 TARA BOULEVARD: Voluntary Chapter 11 Case Summary
ALTRA NEBRASKA: Court Extends Statement Deadline to End of Sept.
ALTRA NEBRASKA: Section 341(a) Meeting Scheduled for September 24
AMERICAN INT'L: CEO Regrets Harsh Remarks Against NY Attorney Gen.
AMERICAN INT'L: Reaches Pact With Greenberg & Smith on Arbitration
AMERITEX TECHNOLOGIES: Taylor Made Acquires Assets
ANTHONY OLIVIERI: Case Summary & 20 Largest Unsecured Creditors
ARLINGTON HEAVY: Case Summary & 20 Largest Unsecured Creditors
ARROWHEAD & GATEWAY: Voluntary Chapter 11 Case Summary
ARS INVESTMENTS LLC: Case Summary & 6 Largest Unsecured Creditors
ASARCO LLC: Parent Plan "Superior"; District Court Rules by Nov.
ASARCO LLC: Parent Renews Stay Request for SCC Reimbursements
ASARCO LLC: Baker Botts' Legal Fees in Case Zoom Past $100MM
ASARCO LLC: Gould's Environmental Claims Estimated at $0
ASARCO LLC: Objects to Sidley Austin's $1.6-Mil. Claim
ASARCO LLC: Stipulation Partially Disallowing Wal-Mart Claims
ASARCO LLC: Coeur d'Alene Site Has $468-Mil. Unsecured Claim
BALLY TOTAL: Emerges from Bankruptcy as Leaner Company
BARNEYS NEW YORK: Mulling Debt Swap; Dubai Could Lose Control
BERNARD MADOFF: Argus & Tremont Reach Accord With Policyholders
BERNARD MADOFF: Beach House to be Put on Sale This Week
BORGER: S&P Puts Neg. Outlook on $117MM Sr. Sec. Notes' BB- Rating
BRADFORD LUCAS: Voluntary Chapter 11 Case Summary
BRADLEY BERNARD: Case Summary & 15 Largest Unsecured Creditors
BRIAN VESKOSKY: Case Summary & 21 Largest Unsecured Creditors
CABI DOWNTOWN: Wants BofA Cash Collateral, Insider DIP Loan
CABI DOWNTOWN: Hearing Set for Sept. 2 on Total Debt, Assets
CANVAS LLC: Case Summary & 2 Largest Unsecured Creditors
CANWEST MEDIA: Forbearance Moved to Sept. 11; Lender Talks Go On
CC MEDIA: S&P Raises Corporate Credit Rating to 'CCC' From 'SD'
CCM MERGER: S&P Raises Corporate Credit Rating to 'B'
CHARLES SIDNEY SPENCER: Case Summary & 20 Largest Unsec. Creditors
CHEMTURA CORP: Gets Court Nod for O'Meleveney as Litigation Atty
CHINA NETWORKS: To be Delisted From NYSE/Amex, to Trade on OTCBB
CHRYSLER LLC: CIS' Schedules of Assets & Liabilities
CHRYSLER LLC: CIS' Statement of Financial Affairs
CHRYSLER LLC: Court Approves UGL Equis as Brokers
CHRYSLER LLC: Court OKs Settlement With Wellington
CHRYSLER LLC: Int'l Corp.'s Schedules of Assets & Debts
CHRYSLER LLC: Int'l Corp.'s Statement of Financial Affairs
CHRYSLER LLC: Jones Day Charges $1.88 Mil. for July Work
CHRYSLER LLC: Terminated Dealers Complain Over Chrysler Nonpayment
CINCINNATI BELL: Fitch Affirms Issuer Default Rating at 'B+'
CIT GROUP: Defers Interest Payments on Bonds Due 2067
COFFEYVILLE RESOURCES: S&P Gives Stable Outlook on 'B' Rating
COLONIAL BANCGROUP: Court Wants More Info on Disposition of Assets
COMMERCIAL ALLOYS: Reserve Management to Revive Scrapyard
COOPER-STANDARD: Wins Final Court Approval of $175 Million Loan
CYNERGY DATA: Files Chapter 11 to Sell to ComVest Group
CYPRESSWOOD LAND: Judge Bohm Denies Debtor's Lawyer's Compensation
DAILEY FARM: Meeting of Creditors Scheduled for September 25
DA-LITE SCREEN: Moody's Gives Negative Outlook on 'B1' Rating
DBSD NORTH AMERICA: Space Systems Objects to Chapter 11 Plan
DELTA FINANCIAL: Appeals Dismissal of Suit vs. Westchester
DEVELOPERS DIVERSIFIED: Tender Offers' Early Bird Deadline Expires
DRY CLEAN SUPER CENTERS: 2 Dallas, Fort Worth Units Up for Auction
DTE ENERGY: Moody's Confirms 'Ba3' Rating on Senior Secured Bonds
DUKE REALTY: Launches Discounted Offer for 3 Series of Notes
ELECTRIC STICK: Case Summary & 20 Largest Unsecured Creditors
ELYRIA FOUNDRY: Moody's Cuts Corporate Family Rating to 'Caa2'
EPIX PHARMACEUTICALS: P2Y2 Program for Sale at Sept. 30 Auction
ESCADA AG: KPMG Will Assist Talks With Potential Investors
ESCADA AG: US Unit's Meeting of Creditors Slated for September 24
EVEREST HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
FIRST COLONY: Files for Chapter 11 Protection Along With Founder
FLEETWOOD ENTERPRISES: Stockholders Pursue Suit vs. Executives
FLYING J: Bosselman Family Acquires Fargo J-Care Service Center
ELECTRIC STICK: Case Summary & 20 Largest Unsecured Creditors
FREEDOM COMMUNICATIONS: Files Chapter 11, Has Deal With Lenders
FREEDOM COMMUNICATIONS: Case Summary & 30 Largest Unsec. Creditors
GENERAL MOTORS: RHJ Increases Offer for Opel Unit
GORDON BECKHART: Case Summary & 11 Largest Unsecured Creditors
GREDE FOUNDRIES: To Close Plants in Michigan & Kansas
GRIFFIN GROUP: Case Summary & 20 Largest Unsecured Creditors
GRUBB & ELLIS: Receives Non-Compliance Notice From NYSE
HARRY'S CARPET: Voluntary Chapter 11 Case Summary
HAWAIIAN TELCOM: Court OKs FBG AS Plan Voting Agent
HAWAIIAN TELCOM: Ernst & Young to Provide Add'l Tax Services
HAYES LEMMERZ: Gets Nod to Send Plan to Creditors for Voting
HOLLY LARSEN: Voluntary Chapter 11 Case Summary
INFOR GLOBAL: Moody's Changes Outlook on 'B3' Rating to Negative
INTEST CORP: Receives Nasdaq Non-Compliance Notice
JAMES HUDDY: Case Summary & 2 Largest Unsecured Creditors
JAMES BROWN GROSVENOR: Case Summary & 2 Largest Unsec. Creditors
JARDEN CORP: S&P Assigns 'BB' Rating on $600 Mil. Senior Loan
KENNETH G TRUST: Voluntary Chapter 11 Case Summary
KID PRONGHORN: Case Summary & 20 Largest Unsecured Creditors
LANDAMERICA FIN'L: Faces $129MM Pension & Tax Claims
LEXAR PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: Stronach, et al., to Evaluate Investment
MAGNACHIP SEMICONDUCTOR: Shuns Chapter 11 Plan Filed by Creditors
MAHALO ENERGY: Releases Second Quarter 2009 Results
MARVIN RAMPERSAUD: Case Summary & 20 Largest Unsecured Creditors
MASHANTUCKET: Debt Restructuring May Cause Lenders to Retrench
MAUI PRINCE: Lender Wants a Receiver to Take Over Hotel
MECACHROME INT'L: Restructuring Plan Gets Canada Court Nod
MERRILL LYNCH: BofA Offering to Repay Some of Bailout Money
MIDWAY GAMES: Sumner Redstone Seeks Dismissal of Creditors Suit
MPI HOMES: Case Summary & 2 Largest Unsecured Creditors
NPOT PARTNERS: Voluntary Chapter 11 Case Summary
MILACRON INC: Amends Certificate of Incorporation to Change Name
NEUMANN HOMES: APC Wants Stay Relief for Defense vs. BofA Suits
NEUMANN HOMES: Files Fraudulent Transfer Suit vs. Former CEO
NEUMANN HOMES: Gets Court Nod for Bracewell as Special Counsel
NYC OFF-TRACK BETTING: To File for Chapter 9 Petition
OCEANFRONT PROPERTIES: Case Summary & 3 Largest Unsec. Creditors
OPUS EAST: Chapter 7 Trustee Hires C&T as Counsel
OPUS EAST: Chapter 7 Trustee Hires LPI as Consultant
OPUS EAST: Chapter 7 Trustee Opposes CTIC Release of Funds
OPUS SOUTH: Rejects 16 Contracts & Leases
OPUS SOUTH: Waters Edge Secures $4.4 Mil. Financing From Wachovia
OPUS WEST: Wells Fargo Has Deal Allowing to Foreclose
P&F INDUSTRIES: Lenders Waive Non-Compliance With Covenants
PACIFIC ENERGY: Has Addressed Potential Environmental Claims
OCEANFRONT PROPERTIES: Case Summary & 3 Largest Unsec. Creditors
PEAK FITNESS: Shuts Down Clemmons Shop Without Warning
PHARMACEUTICAL ALTERNATIVES: Owner Being Sued by Dept. of Labor
PHILADELPHIA NEWSPAPERS: Moves to Auction Assets on October 22
PLIANT CORP: Court to Consider Plan Confirmation on October 6
PUERTO NUEVO COLD: Case Summary & 20 Largest Unsecured Creditors
QSGI INC: Riconda Has Re-Taken Control of CCSI
RADIOSHACK CORP: Cash Tender Offer Won't Affect S&P's 'BB' Rating
RAM REINSURANCE: S&P Downgrades Counterparty Credit Rating to 'BB'
READER'S DIGEST: U.S. Trustee Forms 7-Member Creditors Committee
RH DONNELLEY: Proposes Mercer (US) as Consultant
RH DONNELLEY: Proposes October 30 Claims Bar Date
RH DONNELLEY: Proposes to Contribute $30MM to Pension Plans
RH DONNELLEY: Proposes to Remove Civil Actions by Dec. 24
RIVER WEST: Files $58 Million Suit Against American Guarantee
RWD REAL ESTATE: Forced Into Ch 7 Bankruptcy by 3 Subcontractors
SACINO & SONS: To Shut Down Fort Myers & Port Charlotte Stores
SCHOLL FOREST: Court Sets Cash Collateral Hearing for September 11
SCHOLL FOREST: Meeting of Creditors Scheduled for October 6
SEGUIN HOTEL: Case Summary & 20 Largest Unsecured Creditors
SEITEL INC: Terminates $25-Mil. Wells Fargo Credit Facility
SEMGROUP LP: Gavilon Required to Produce Docs. to Committee
SEMGROUP LP: To Assign SemMaterials Sales Pact to Road Science
SEMGROUP LP: Gets Court Nod to Assign 3rd Party Pacts to Affiliate
SEMGROUP LP: SemMaterials Want to Reject Unifirst Contract
SMURFIT-STONE: Wants Dec. 22 Deadline to Remove Actions
SMURFIT-STONE: Wittmer Wants to Compel Contract Decision
SG RESOURCES: S&P Affirms 'BB' Rating on $100 Mil. Senior Loan
SPANSION INC: Court OKs Assumption of Kispert Employment Pact
SPANSION INC: Rotman Named Mediator in Cabreros Class Suit
SPANSION INC: Court OKs KPMG as Financial Advisors
SPECIAL DEVICES: Emerges From Ch 11, Consolidates 2 U.S. Plants
STAR TRIBUNE: Main Lenders Pick New Board Members
STEPHANIE BASLIE: Voluntary Chapter 11 Case Summary
STERLING MINING: $1.16-Mil. Cured Sunshine Mine Lease, Says Minco
STERLING MINING: SPMI Refutes Minco Statement, Appeals Court Order
SUNRA COFFEE: Secures $600,000 Financing From Insiders
TAYLOR BEAN: Refuses to Hand Over Homeowners' Loan Info
TAYLOR BEAN: Reacts at FDIC's Action to Turn Over Monies
TENNECO INC: S&P Changes Outlook to Positive; Affirms 'B-' Rating
TERON TRACE LLC: Case Summary & 5 Largest Unsecured Creditors
TIMOTHY CHANEY: Voluntary Chapter 11 Case Summary
TETON ENERGY: Lenders Agree to Forbearance Until Sept. 15
TIRE RECYCLING: Magnum D'Or Buys Assets Out of Bankruptcy for $2MM
TOUSA INC: Seeks to Amend Castletop Partnership Pact
TOUSA INC: To Terminate ARI/Danari Lease Agreement
TRONOX INC: Expects to Close Sale or File Plan by March 2010
TRONOX LLC: EPA Suit to be Heard in Bankruptcy Court
TRONOX INC: Key Parties May Participate in Anadarko Suit
TROPICANA ENTERTAINMENT: NJ Debtors Expand JH Cohn Services
TXCO RESOURCES: Teams With Panel to Block Bank's Bid to Lift Stay
UBS AG: IRS Formally Asks for Client Data
UTGR INC: Under Investigation on Alleged Deceptive Trade Practices
VAREL FUNDING: Limited Liquidity Cues S&P to Junk Corp. Rating
VELOCITY PORTFOLIO: Receives Non-Compliance Notice From NYSE Amex
VERTRUE INC: S&P Cuts Ratings on First-Lien Facilities to 'B'
VISTEON CORP: Proposes to Modify, Assume Jabil Contract
VISTEON CORP: Wants Accretive as Accounting, Tax Consultant
VISTEON CORP: Wants December 24 Deadline to Remove Actions
W.S.I. INDUSTRIAL: Case Summary 20 Largest Unsecured Creditors
WARNER MUSIC: Fitch Affirms Issuer Default Rating at 'BB-'
WASHINGTON MUTUAL: Court OKs Savings Plan Settlement With JPM
WHITEHALL JEWELERS: Bids for IP Assets Due September 10
WIDEOPENWEST FINANCE: Moody's Upgrades Corp. Family Rating to 'B2'
WORLDSPACE INC: DIP Lenders Terminate Yenura Deal Amid Default
ZUMA REAL ESTATE: Voluntary Chapter 11 Case Summary
* Cadwalader Promotes Five Attorneys as Special Counsel
* PBGC Publishes Pension Insurance Data Book 2008
* SEC Regional Director Addleman Heads to Haynes and Boone
* Upcoming Meetings, Conferences and Seminars
*********
1029 TARA BOULEVARD: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: 1029 Tara Boulevard, LLC
118 River Bend Drive
Mcdonough, GA 30252
Bankruptcy Case No.: 09-82863
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Judge: Joyce Bihary
Debtor's Counsel: Ian M. Falcone, Esq.
The Falcone Law Firm PC
363 Lawrence Street
Marietta, GA 30060
Tel: (770) 426-9359
Email: attorneys@falconefirm.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by Darrel Griffin, president of the
Company.
ALTRA NEBRASKA: Court Extends Statement Deadline to End of Sept.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska extended
until the end of September Altra Nebraska, LLC's time to file its
statement of financial affairs.
Healdsburg, California-based Altra Nebraska, LLC, filed for
Chapter 11 on August 13, 2009 (Bankr. D. Nebr. Case No. 09-42348).
Robert J. Bothe, Esq., and Robert P. Diederich, Esq., at McGrath,
North, Mullin & Kratz, PC, represent the Debtor in its
restructuring efforts. In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in debts.
ALTRA NEBRASKA: Section 341(a) Meeting Scheduled for September 24
-----------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
in Altra Nebraska, LLC's Chapter 11 case on Sept. 24, 2009, at
3:00 p.m. The meeting will be held at the Robert V. Denney U.S.
Courthouse, 100 Centennial Mall North, Room 124, Lincoln,
Nebraska.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Healdsburg, California-based Altra Nebraska, LLC, filed for
Chapter 11 on Aug. 13, 2009 (Bankr. D. Nebr. Case No. 09-42348).
Robert J. Bothe, Esq., and Robert P. Diederich, Esq., at McGrath,
North, Mullin & Kratz, PC, represent the Debtor in its
restructuring efforts. In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in debts.
AMERICAN INT'L: CEO Regrets Harsh Remarks Against NY Attorney Gen.
------------------------------------------------------------------
Liam Pleven and Joann S. Lublin at The Wall Street Journal report
that American International Group Inc. said that CEO Robert
Benmosche regretted remarks he made earlier this month about the
New York Attorney General Andrew Cuomo and his handling of a
controversy over bonuses at the Company.
Bloomberg News relates that Mr. Benmosche told AIG workers on
August 11 that Mr. Cuomo was "unbelievably wrong" for drawing
attention to staff members who received retention bonuses, and
that he "doesn't deserve to be in government".
AIG has released a statement saying that Mr. Benmosche "regrets
his comments regarding Mr. Cuomo and the tone of those comments"
and that the CEO "now recognizes" that Mr. Cuomo "resisted public
pressure to disclose the names of AIG employees during the
controversy."
The Journal quoted governance research firm Corporate Library's
Editor, Nell Minow, as saying, "I can't think of a more foolish
beginning for him," as investors were hoping AIG's new CEO would
bring "some sense of stability. It's just unbelievably poor
judgment to antagonize an elected official with enforcement
authority."
The Journal notes that AIG shares have risen considerably since
Mr. Benmosche started taking the CEO post on August 10.
About American International
Based in New York, American International Group, Inc., is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions. AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer. In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world. AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.
In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings. On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG. The credit facility was eventually
increased to as much as $182.5 billion. AIG has sold a number of
its subsidiaries and other assets to pay down loans received, and
continues to seek buyers of its assets.
The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group. AIG's subordinated debt rating has been downgraded to Ba2
from Baa1. The rating outlook for AIG is negative. This rating
action follows AIG's announcement of net losses of $62 billion for
the fourth quarter and $99 billion for the full year of 2008,
along with a revised restructuring plan supported by the U.S.
Treasury and the Federal Reserve. This concludes a review for
possible downgrade that was initiated on September 15, 2008.
AMERICAN INT'L: Reaches Pact With Greenberg & Smith on Arbitration
------------------------------------------------------------------
American International Group, Inc., its former Chairman and CEO
Maurice R. Greenberg, and its former Chief Financial Officer
Howard I. Smith have agreed on terms for binding arbitration of
their various legal disputes.
The terms of the arbitration are set forth in a written agreement
being made public. The parties have concluded that it is
preferable to resolve as many of their disputes as possible in a
private setting, and in a more expeditious and cost-effective
manner. The arbitration will commence no later than October 15,
2009, and will conclude by March 31, 2010.
The parties agree that these claims will be submitted immediately
to binding arbitration:
-- claims of AIG against Mr. Greenberg and Mr. Smith in
American International Group, Inc. Consolidated Derivative
Litigation, Civil Action No. 769-VCS (Del. Ch.);
-- claims of AIG against Mr. Greenberg and Mr. Smith in In re
American International Group, Inc. Derivative Litigation,
Master File No. 04 Civ. 8406 (DLC); and
-- claims of Mr. Greenberg and Mr. Smith against AIG for
advancement or indemnification.
The parties do not purport to include in the arbitration any
claims currently being prosecuted in pending cases by AIG
shareholders against Messrs. Greenberg and/or Smith.
The parties will consider whether to arbitrate:
(1) AIG's claims against Starr International Company, Inc.,
in Starr International Company, Inc. v. American
International Group, Inc., No. 05 Civ. 6283 (JSR)
(S.D.N.Y.) and against Mr. Greenberg, Mr. Smith, and the
other defendants in American International Group, Inc. v.
Greenberg et al., N.Y. Sup. Ct., Index No. 600885/08
(Ramos, J.), after final decision on any appeals in the
federal SICO case;
(2) Greenberg's and related entities' subprime-related claims
against AIG (Greenberg v. American International Group,
Inc., 09 Civ. 1885 (LTS) (S.D.N.Y.); Starr Foundation v.
American International Group, Inc., N.Y. Sup. Ct., Index
No. 601380/08; and Starr International Company, Inc. v.
American International Group, Inc., No. 4021-09 (Juzgado
16 del Primer Circuito Judicial de Panama) after final
decisions have been rendered on defendants' motions to
dismiss those actions; and
(3) any other claims by or between the parties, their agents,
and affiliates if and when they arise.
In the meantime, the parties agree to immediately stay all other
proceedings in the state SICO case and the subprime cases with
regard to all defendants in those cases. The parties also agree,
where necessary, to submit stipulations to effectuate such stays
as soon as practicable.
The arbitration will be determined by a single arbitrator, who
will be agreed to by the parties. By September 15, 2009, each
party will propose an initial list of five individual's names,
together with their addresses and professional affiliations. The
proposed individuals must be impartial and unbiased and have no
significant current or former financial, business or personal
relationship with any party, and must have substantial experience
with arbitration and with shareholder class and derivative actions
concerning accounting issues. The parties will negotiate in good
faith until September 30, 2009, to select an individual from one
of the parties' lists. If no arbitrator is selected from the
initial lists, the parties agree that JAMS will appoint an
arbitrator meeting the qualifications set out in this paragraph.
The arbitration will take place in New York City and, except as
set out by this Agreement, or ordered by the Arbitrator, will be
conducted pursuant to the American Arbitration Association's
Procedures for Large, Complex Commercial Disputes (AAA Rules).
The arbitration will be commenced immediately. The preliminary
hearing pursuant to Rule L-3 of the AAA Rules will be held no
later than October 15, 2009. The arbitration will be concluded no
later than March 31, 2010.
The parties desire that the arbitration be conducted in a fair and
efficient manner, and the Arbitrator will have full and final
authority to resolve all issues regarding the arbitration,
including the scope and conduct of discovery and the scope and
conduct of the hearing, and will have full discretion in
fashioning appropriate relief.
The Arbitrator's decisions on all matters will be final, binding
and not appealable by any party in any manner whatsoever, unless
and to the extent the Arbitrator rules on an issue not submitted
to arbitration, or in a manner that violates the agreement. The
parties agree that any order by the Arbitrator may be enforced in
any court having jurisdiction over the matter.
The Arbitrator's rulings will identify the issues being decided
and state the relief awarded, if any. The Arbitrator will not
issue any ruling, or any other writing, that contains any findings
of fact or conclusions of law, or any other analyses or reasoning.
The only documents or other information concerning the arbitration
that will be made public is the arbitrator's final ruling and
award. Other than disclosing the existence of the arbitration in
a joint press release subject to mutual approval of the parties,
the parties will not issue, or cause to be issued, any public
statements, or statements to any third parties, regarding the
arbitration or its subject matter, unless the party is advised by
counsel that such disclosure is required to comply with state or
federal law or is required to enforce an order issued by the
Arbitrator. The parties also will not share any documents or
other information produced or generated in the arbitration with
any third party, other than lawyers, accountants, or other persons
who require such information to perform their regular duties for
that party. AIG may disclose documents or other information
concerning the arbitration to representatives of the Federal
Reserve Bank of New York, the Federal Reserve Board, the U.S.
Department of the Treasury, and the Trustees of the AIG Credit
Facility Trust.
Nothing in the agreement precludes the parties from engaging in
settlement discussions at any time, either on their own or with
the assistance of a third party mediator, and the parties agree
that they will meet to discuss settlement prior to the preliminary
hearing.
Chad Bray at The Wall Street Journal relates that AIG and Mr.
Greenberg pledged to try to resolve their disputes even sooner in
settlement talks.
About American International
Based in New York, American International Group, Inc., is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions. AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer. In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world. AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.
In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings. On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG. The credit facility was eventually
increased to as much as $182.5 billion. AIG has sold a number of
its subsidiaries and other assets to pay down loans received, and
continues to seek buyers of its assets.
The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group. AIG's subordinated debt rating has been downgraded to Ba2
from Baa1. The rating outlook for AIG is negative. This rating
action follows AIG's announcement of net losses of $62 billion for
the fourth quarter and $99 billion for the full year of 2008,
along with a revised restructuring plan supported by the U.S.
Treasury and the Federal Reserve. This concludes a review for
possible downgrade that was initiated on September 15, 2008.
AMERITEX TECHNOLOGIES: Taylor Made Acquires Assets
--------------------------------------------------
Jane Meinhardt at The Business Review (Albany) reports that Taylor
Made Group has purchased Ameritex Technologies' assets in
Bradenton, Florida, out of Chapter 11 bankruptcy.
According to The Business Review, financial details of the deal
weren't disclosed.
The Business Review relates that Ameritex Technologies was renamed
Ameritex Fabric Systems and became part of the Company's Taylor
Made Systems division. According to The Business Review, Ameritex
Fabric will move into a Manasota Industrial Park facility. The
report states that Ameritex Technologies President Don Zirkelbach
was named president of Ameritex Fabric.
Bradenton, Florida-based Ameritex Technologies Inc. is a
manufacturer of windshields and canvasses for recreational boats.
The Company filed for Chapter 11 on June 19 (Bankr. M.D. Fla. Case
No. 09-13051). Noel R. Boeke, Esq., at Holland & Knight, LLP, in
Tampa, Florida, represents the Debtor. The Company disclosed
assets of $1,000,001 to $10,000,000 and debts of $10,000,001 to
$50,000,000.
ANTHONY OLIVIERI: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Anthony Olivieri
1011 N. 3rd Street
Phoenix, AZ 85004
Heather Leann Tannehill
3441 N. 31st Street
Phoenix, AZ 85016
Bankruptcy Case No.: 09-21136
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Debtors' Counsel: Bill King, Esq.
7150 E Camelback Rd #444
Scottsdale, AZ 85251
Tel: (480) 949-7121
Fax: (480) 890 0820
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:
[Redacted July 16, 2012]
The petition was signed by the Joint Debtors.
ARLINGTON HEAVY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Arlington Heavy Hauling, Inc.
11075 Blasius Road
Jacksonville, FL 32226
Bankruptcy Case No.: 09-07277
Chapter 11 Petition Date: August 30, 2009
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Judge: Jerry A. Funk
Debtor's Counsel: Gust G. Sarris, Esq.
Affinity Law Firm, P.L.
3947 Boulevard Center Drive, #101
Jacksonville, FL 32207
Tel: (904) 398-9510
Fax: (904) 398-9512
Email: gsarris@affinitylawfirm.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of at least
$2,246,973, and total debts of $3,191,765.
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/flmb09-07277.pdf
The petition was signed by Gary D. Ayers, vice president of the
Company.
ARROWHEAD & GATEWAY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Arrowhead & Gateway, LLC
2320 Paseo Del Prado, Suite B-305
Las Vegas, NV 89102
Case No.: 09-21167
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Debtor's Counsel: Edwin B. Stanley, Esq.
Simbro & Stanley, PLC
8767 East Via De Commercio #103
ScottSDALE, AZ 85258-3374
Tel: (480) 607-0780
Fax: (480) 907-2950
Email: bstanley@simbroandstanley.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
ARS INVESTMENTS LLC: Case Summary & 6 Largest Unsecured Creditors
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Debtor: ARS Investments LLC
10110 Roberts Way, NE
Covington, GA 30014
Bankruptcy Case No.: 09-82971
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: Stephen J. Sasine, Esq.
Suite 200, 5491 Roswell Road
Atlanta, GA 30342
Tel: (404) 256-7623
Email: sasinelaw@bellsouth.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
6 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/ganb09-82971.pdf
The petition was signed by Regina A. Shelnutt, managing member of
the Company.
ASARCO LLC: Parent Plan "Superior"; District Court Rules by Nov.
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Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas recommended to District Court Judge
Andrew S. Hanen to confirm the Plan of Reorganization proposed by
Asarco Incorporated and Americas Mining Corporation for ASARCO LLC
and its debtor affiliates.
The Parent's Plan, valued at $3.6 billion, complies with all of
the requirements of the Bankruptcy Code and should be confirmed,"
Judge Schmidt said in his 137-page report and recommendation dated
August 31, 2009. "Confirmation of the Debtors' Plan should be
denied," he added.
Judge Schmidt's recommendation came after a two-week hearing on
the Plans of Reorganization filed by each of ASARCO LLC and Asarco
Inc. and AMC. Judge Schmidt has also recommended that the
District Court issue all injunctions set forth in the Parent's
Plan.
Judge Hanen is expected to rule on the Plan in November 2009. The
Debtors are expected to emerge from bankruptcy by the end of 2009
should Judge Hanen accept the Bankruptcy Court's recommendation,
Grupo Mexico SAB de C.V., AMC's ultimate parent, said in a press
release.
ASARCO LLC has been battling against its estranged parent, Asarco
Inc. and AMC, as to whose plan should be best for the Debtors and
the bankruptcy estates. Sterlite (USA) Inc., backing ASARCO LLC's
reorganization plan, offered $2.1 billion for the Debtors. Grupo
Mexico, backing the Parent Plan, offered $2.2 billion. Both Plans
propose to pay all Allowed Claims in full. The ASARCO Plan has
gained support from the United Steelworkers of America, and other
key parties, including creditors, the Arizona Attorney General,
and state legislators.
Both Plans are confirmable, Judge Schmidt said in his ruling, but
decided that the Parent Plan is superior.
"Ultimately the Parent Plan pays $2.4799 billion for the assets of
the Debtor while the Debtor's Plan pays only $2.1675 billion,"
Judge Schmidt noted. "The Parent's Plan achieves good objective
consequences because it provides a cash recovery in full
satisfaction of creditor's claims, the greatest immediate recovery
to various constituencies, and certainty of funding," he
maintained.
The Parent's Plan provides for:
(a) a contribution by the Parent of $2.2051 billion in Cash,
upon closing, to the Debtors' estates;
(b) a guaranty of a $280 million promissory note of
Reorganized ASARCO issued to a trust for the benefit of
asbestos claimants;
(c) a forfeitable deposit of $2.2051 billion, to be obtained
from 83,710,000 shares of Southern Copper Corporation
stock having a value of $2.2051 billion, plus an
additional $500 million in Cash in the U.S. Dollar
currency, to ensure the Parent's performance of its
obligations under the Parent's Plan;
(d) a Working Capital Facility of $200 million for the
post-confirmation operations of Reorganized ASARC0; and
(e) a waiver of all claims of the Parent and its affiliates
against the Debtors, including tax reimbursement claims
that the Debtors have quantified at $161.7 million and a
claim of ownership of a tax refund in the approximate
amount of $60 million.
In addition, Grupo Mexico has guaranteed the Parent's payment of
the Parent contribution, the Working Capital Facility, and the
timely payment of Reorganized ASARCO's $280 million promissory
note. To the extent all of its consideration proves insufficient
to pay all Allowed Claims in full, the Parent provides that
holders of Allowed Claims will have recourse against Reorganized
ASARCO to make up for any deficiency.
To fund its Plan Consideration, AMC has negotiated and executed a
Commitment Letter providing a $1.3 billion senior secured term
financing facility with several prominent internationally-
recognized lending institutions, including Banco Inbursa, S.A.,
Institucion de Banca Multiple, Grupo Financiero Inbursa, BBVA
Securities Inc., Calyon New York Branch, Credit Suisse Securities
(USA) LLC, Credit Suisse, Cayman Islands Branch, BBVA Bancomer
S.A., Institucion de Banca Multiple, and Grupo Financiero BBVA
Bancomer.
Plan Feasibility Issues
Judge Schmidt, in his ruling, noted that although both the Parent
and the Debtors' Plans are feasible, both Plans raise feasibility
issues. Judge Schmidt pointed out that the Parent Plan:
-- failed to reach a collective bargaining agreement with the
Union, which could result in a crippling strike;
-- saddles the reorganized Debtor with obligations requiring
it to upstream dividends and sales proceeds to the Parent
to pay off the borrowing facility used to fund the Plan;
and
-- would hold ASARCO LLC liable for any creditor shortfall.
On the other hand, Judge Schmidt pointed out that support for the
future operation of the reorganized Debtor under the Debtors' Plan
relies on the good graces of Sterlite and not on any legal
commitment.
Reorganized ASARCO, Judge Schmidt, however, found, under the
Parent Plan, has sufficient financial resources so that the
confirmation and consummation of the Parent Plan is not likely to
be followed by liquidation, or the need for further financial
reorganization, of reorganized ASARCO.
A full-text copy of Judge Schmidt's Recommendation is available
for free at:
http://bankrupt.com/misc/ASARCO_Recommendation_083109.pdf
Pursuant to Section 157(d) of the Judicial and Judiciary
Procedures Code, Judge Andrew S. Hanen of the U.S. District Court
for the Southern District of Texas granted the joint request of
the Debtors, Americas Mining Corporation, Asarco Incorporated, the
Official Committee of Asbestos Claimants, the Future Claims
Representative, and the Official Committee of Unsecured Creditors
to withdraw the reference regarding confirmation proceedings and
related requests for injunction.
According a September 1 report by Emily Schmall at Bloomberg,
Grupo Mexico SAB, jumped the most in 15 years after Judge Schmidt
said it be allowed to regain control of ASARCO LLC. The shares
rallied 15 percent to 22.30 pesos in Mexico City trading at 11:24
a.m. New York time. They earlier rose as much as 32 percent, the
biggest intraday advance since May 1994.
Grupo Mexico's Statement
Jorge Lazalde, vice president and general counsel of ASARCO Inc.,
an affiliate of Grupo Mexico, stated in a press release: "We are
extremely pleased with today's recommendation by Judge Schmidt."
"Assuming Judge Hanen accepts the recommendation, returning ASARCO
to the Grupo Mexico family will not only permit the company's
creditors to be fully paid on their claims, plus interest but will
also allow ASARCO to emerge from bankruptcy considerably stronger
as part of a global mining conglomerate that will stand among the
world's leaders. We look forward to helping ASARCO get back to
the business of being a leading U.S. copper producer and putting
the prolonged bankruptcy process behind it," said Alberto De La
Parra, general counsel of Grupo Mexico.
AMC, according to the public statement, will continue to honor
ASARCO LLC's union contracts. To ease any concern ASARCO
employees may have, AMC will extend the collective bargaining
agreement to June 2011 under the same terms and conditions as the
current contract.
Grupo Mexico said it expects to operate ASARCO's Amarillo, Hayden,
Ray, Silver Bell and Mission facilities. These operations will
contribute 200,000 tons per year into its copper production,
resulting in global production capacity of 870,000 tons per annum
and 78 million tons of copper ore reserves. This will rank Grupo
Mexico as the world's leading company in copper ore reserves and
the No. 3 overall producer of copper. With an average production
cost of 72 cents per pound of copper, Grupo Mexico will rank among
the world's most competitive and low-cost copper mining companies.
Grupo Mexico also anticipates achieving overall synergies of
$200 million through the integration of ASARCO LLC.
When the plan is confirmed by Judge Hanen and becomes effective,
AMC will simultaneously be released from any liability or
contingency related to the Brownsville litigation, thus allowing
for the simultaneous release of any security AMC provided for the
appeal, Grupo Mexico said. AMC will also receive tax benefits of
approximately $800 million. Finally, as part of the plan, ASARCO
will maintain the right to sue Sterlite for damages arising from
its breach in 2008 of the $2.6 billion contract to purchase the
assets of ASARCO.
Debtors' Statement
In a press release, Joseph F. Lapinsky, president and chief
executive officer of ASARCO LLC, stated that "[o]ur Board will
consider the court's recommendations and findings and then, in
consultation with our advisors, major creditor constituencies, and
Sterlite, will determine the next steps that are in the best
interest of the debtors and their estates."
In support of the Debtors' Plan, ASARCO LLC filed with the
Bankruptcy Court on August 31, 2009, Sterlite's pro-forma balance
sheet as of the effective date, which shows total assumed
liabilities of $1.031 billion and total assets of $3.399 billion.
In response, the Parent disclosed with the Court Reorganized
ASARCO's balance sheet per the Parent Plan. The Parent has also
filed an executed escrow agreement as contemplated in the Parent
Plan.
Competing Plans
As reported by the Troubled Company Reporter, Sterlite Industries
(India) Ltd., on August 19 raised its bid for ASARCO LLC, by
pledging to pay all of the Company's unsecured debts in full, thus
matching an offer from Grupo Mexico SAB. Under the plan backed by
ASARCO LLC, Sterlite would guarantee to pay unsecured debts of
Asarco LLC that are ultimately considered legitimate by Judge
Schmidt.
Grupo Mexico SAB on August 18 beefed up its offer for ASARCO LLC
to US$2.2 billion in cash. Grupo Mexico said this offer
guarantees full payment for creditors. Because the creditors are
no longer impaired, voting in favor of the Parent Plan is no
longer required as the creditors can be deemed to accept the Plan.
ASARCO LLC and Grupo Mexico, through unit ASARCO Inc., have filed
competing plans of reorganization for ASARCO LLC. Judge Richard
Schmidt began on August 10 hearings to choose between the
competing plans, which originally included a third plan, sponsored
by investors led by Harbinger Capital Partners Master Fund I Ltd.
Grupo Mexico previously offered to purchase ASARCO LLC, in
exchange for US$1.72 billion in cash plus a note for
US$280 million for unsecured creditors.
ASARCO LLC's plan is built upon an agreement to sell assets to
Vedanta unit Sterlite Industries Inc. Sterlite has agreed to
provide a US$770 million promissory note, pay US$1.59 billion in
cash and assume certain liabilities as part of its consideration
in exchange for ASARCO's assets.
ASARCO Inc. and AMC early this year lost a lawsuit filed against
it for intentional fraudulent conveyance of ASARCO LLC's crown
jewel -- its stock in Southern Peru Copper Company, now known as
Southern Copper Corporation. The U.S. District Court for the
Southern District of Texas concluded that AMC is the transferee of
an avoidable transfer, and ordered AMC to return the SPCC Shares
to ASARCO LLC and to pay ASARCO LLC US$1.38 billion in money
damages. ASARCO Inc. and AMC, however, are appealing the ruling.
The recovery by creditors from the SPCC Litigation may depend on
the outcome of the litigation and which Chapter 11 plan is
selected by the Bankruptcy Court. According to Bloomberg, under
the ASARCO LLC Plan, creditors may collect money from the
judgement against Grupo Mexico. The Parent Plan, however, would
limit any payments related to the judgement.
About ASARCO LLC
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.
ASARCO LLC filed for Chapter 11 protection on August 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 ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC 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. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 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 October 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 December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ASARCO LLC: Parent Renews Stay Request for SCC Reimbursements
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Americas Mining Corporation and Asarco Incorporated renew their
request to stay, pending appeal, the order entered on April 15,
2009, by the U.S. District Court for the Southern District of
Texas, Brownsville Division, approving the expense reimbursement
in connection with the auction and proposed sale in favor of
ASARCO LLC, in the litigation against AMC relating to shares of
Southern Peru Copper Company, now known as Southern Copper
Corporation.
The Parent asserts that an extended stay of the Reimbursement
Order would effectively preserve the status quo -- allowing
District Court Judge Hanen to consider the merits of the Parent's
appeal from the Reimbursement Order at the same time he considers
whether to stay the confirmation order as a whole.
To recall, ASARCO LLC sought and obtained the Bankruptcy Court's
approval for the reimbursement of expenses incurred by certain
bidders in connection with the potential auction and sale of all
or a portion of the judgment entered on April 15, 2009, by the
U.S. District Court for the Southern District of Texas,
Brownsville Division, in favor of ASARCO LLC, in the litigation
against Americas Mining Corporation relating to shares of Southern
Peru Copper Company, now known as Southern Copper Corporation.
Americas Mining Corporation and Asarco Incorporated notified the
U.S. Bankruptcy Court for the Southern District of Texas that
they will take an appeal to the U.S. District Court for the
Southern District of Texas of Judge Schmidt's Expense
Reimbursement Order dated July 29, 2009, with respect to expenses
incurred by certain bidders in connection with the potential
auction and sale of all or a portion of the judgment entered on
April 15, 2009, by the U.S. District Court for the Southern
District of Texas, Brownsville Division, in favor of ASARCO LLC,
in the litigation against Americas Mining Corporation relating to
shares of Southern Peru Copper Company, now known as Southern
Copper Corporation.
The Parent wants the District Court to determine whether the
Bankruptcy Court erred:
(1) as a matter of law, in approving ASARCO LLC's
Reimbursement Motion;
(2) in approving the Reimbursement Motion pursuant to
Section 363 of the Bankruptcy Code;
(3) in finding that the Expense Reimbursement is "fair,
reasonable, and appropriate" and "designed to maximize the
value of ASARCO's estate";
(4) in finding that ASARCO established a "compelling and sound
business justification for the Expense Reimbursement";
(5) in finding that approval of Expense Reimbursements is "in
the best interests of ASARCO and its estate, creditors,
interest holders, stakeholders, and all other parties in
interest";
(6) in approving the procedures and guidelines for Expense
Reimbursements set forth in the Reimbursement Motion,
including procedures related to notice, determination of
notice parties, objections, and disposition of objections;
(7) in authorizing and empowering ASARCO to take steps, expend
sums of money, and do other things to implement and effect
the Reimbursement Order;
(8) in granting ASARCO's request to file under seal Exhibits B
and C of the Reimbursement Motion; and
(9) in sealing Exhibits B and C of the Seal Motion and
Exhibits 3, 4, and 5 at the hearing on the Seal Motion.
About ASARCO LLC
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.
ASARCO LLC filed for Chapter 11 protection on August 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 ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC 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. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 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 October 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 December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ASARCO LLC: Baker Botts' Legal Fees in Case Zoom Past $100MM
------------------------------------------------------------
Baker Botts L.L.P.'s fees as lead bankruptcy counsel for ASARCO
LLC and its debtor affiliates zoomed past $100 million for the
period starting August 2005, the firm's 12th Interim Fee
Application filed with the Court reveals. The Court has also
allowed about $5.5 million in expense reimbursement to Baker Botts
starting August 2005.
In the 12th Fee Application, which covers the period from March 1
through June 30, 2009, Baker Botts seeks allowance of $12,481,058
for professional service fees and reimbursement of $494,560 for
expenses.
About ASARCO LLC
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.
ASARCO LLC filed for Chapter 11 protection on August 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 ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC 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. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 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 October 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 December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ASARCO LLC: Gould's Environmental Claims Estimated at $0
--------------------------------------------------------
ASARCO LLC and Gould Electronics, Inc., ask the U.S. Bankruptcy
Court for the Southern District of Texas to approve a stipulation
estimating at $0 Gould's claims for environmental costs at the
Omaha Lead Superfund Site in Omaha, Nebraska.
Pursuant to the Stipulation, ASARCO LLC and Gould agree that
Gould's claims for past and future environmental costs at the OLS,
as set forth in Gould's Claim No. 10873, are estimated for all
purposes at $0 pursuant to Section 502(c) of the Bankruptcy Code.
The Parties also agree that Gould does not, by agreeing to the
entry of the stipulation and order, waive any right it may have to
seek reconsideration of the order pursuant to Section 502(j), nor
does ASARCO waive any right it may have to object to the relief.
Gould has not and does not waive any other right or remedy in the
bankruptcy cases or any other forum, if any, by its consent to the
order, including the right to take positions or assert objections
in connection with any further proceedings relating to the claims
of the United States with respect to the Debtor's liability at the
OLS, any objections to plans of reorganization, any objections to
remedies or implementation of remedies by the United States at the
OLS, or any other matter.
In July 2006, Gould asserted a general, unsecured, non-priority
claim for an undetermined amount related to environmental
contamination at the OLS. In May 2008, Gould updated its claim
for past and future environmental costs at the OLS stating that it
"has incurred only a small amount of response costs related to
[the OLS], aggregating less than $10,000. The remainder of
Gould's Claim remains contingent and unliquidated."
In June 2009, the Bankruptcy Court approved the Amended Settlement
Agreement and Consent Decree Regarding Residual Environmental
Claims for the Coeur d'Alene, Idaho, Omaha, Nebraska, and Tacoma,
Washington Sites, which, among other things, approved ASARCO LLC's
settlement of the United States Government's claim against the
Debtor with respect to the OLS. ASARCO Incorporated has appealed
the OLS Settlement Order to the U.S. District Court for the
Southern District of New York.
About ASARCO LLC
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.
ASARCO LLC filed for Chapter 11 protection on August 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 ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC 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. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 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 October 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 December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ASARCO LLC: Objects to Sidley Austin's $1.6-Mil. Claim
------------------------------------------------------
Sidley Austin LLP asserts Claim No. 10739 against the Debtors'
bankruptcy estates for a total unsecured non-priority claim of
$1,682,979 in prepetition legal fees and expenses based on
invoices submitted by the Claimant to Grupo Mexico, S.A. de C.V.
Of the total Claim Amount, Sidley Austin asserts:
-- $1,577,949 for legal fees and $76,886 in expenses for a
total of $1,654,835 due for the October 13, 2003, to
May 27, 2004, timeframe regarding insurance coverage
litigation; and
-- $28,144 in legal fees and $498 for expenses for a total of
$28,144 for the September 8, 2004, to May 9, 2005,
timeframe, regarding an environmental matter.
ASARCO LLC objects to the Claim because the Claimant has not
provided any evidence to establish that the Debtors, prepetition,
have entered into any enforceable contract or agreement with the
Claimant to have the Claimant provide legal services and to incur
legal expenses on behalf of and for the benefit of the Debtors.
Shelby A. Jordan, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., in Corpus Christi, Texas, contends that the Claimant has not
produced any instrument or evidence, whereby the Debtors have
affirmatively acknowledged or represented that the Debtors were
obligated to the Claimant prepetition for the legal fees and
expenses referenced on the invoices attached to the Claimant's
proof of claim. Even if the Claimant has correctly stated the
amounts of its invoices and claims, it has not met its burden to
establish that given the nature of the referenced legal matters,
the fees and expenses were reasonable and necessary, he asserts.
Hence, ASARCO asks the Court to disallow the Claim in its
entirety.
The Court will commence a hearing on September 15, 2009, to
consider ASARCO's objection to the Claim.
About ASARCO LLC
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.
ASARCO LLC filed for Chapter 11 protection on August 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 ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC 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. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 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 October 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 December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ASARCO LLC: Stipulation Partially Disallowing Wal-Mart Claims
-------------------------------------------------------------
On August 8, 2002, Wal-Mart Stores Texas, L.P., entered into a
purchase agreement with ASARCO, Inc., the predecessor of ASARCO
LLC, whereby Wal-Mart Texas sought to purchase 196.927 acres of
land in El Paso County, Texas. The actual sale of the property
occurred on September 30, 2003. ASARCO filed its voluntary
petition for bankruptcy protection on August 9, 2005.
In October 2005, Wal-Mart Stores, Inc., filed an unsecured non-
priority Claim No. 176 for environmental indemnity, pursuant to
the Purchase Agreement in an unspecified amount. Claim No. 176
was amended when Wal-Mart Stores, LP, and its affiliates filed
unsecured non-priority Claim No. 18308 in May 2008 for
environmental costs of $111,850, comprised of $103,389 in
engineering costs and $8,461 in legal fees incurred as costs for
Wal-Mart Texas's participation in the Texas Commission on
Environmental Quality Voluntary Cleanup Program.
ASARCO sought to object to the Wal-Mart Stores Claim. However,
after good faith discussions, ASARCO and Wal-Mart enter into a
stipulation providing for partial disallowance of as well as
partial allowance of both the Claims.
Pursuant to the stipulation, parties agree that:
-- the Claims will be allowed as a general unsecured claim
under the Debtors Plan for $10,000. All other amounts
claimed by Wal-Mart pursuant to the Claims are disallowed;
-- Wal-Mart will have no administrative expense, secured or
unsecured priority claims against ASARCO, whether arising
prepetition or postpetition; and
-- the stipulation is a compromise of disputed claims.
Judge Schmidt approved the stipulation.
About ASARCO LLC
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.
ASARCO LLC filed for Chapter 11 protection on August 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 ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC 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. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 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 October 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 December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ASARCO LLC: Coeur d'Alene Site Has $468-Mil. Unsecured Claim
------------------------------------------------------------
ASARCO LLC obtained the Bankruptcy Court's approval of a
stipulation with Americas Mining Corporation and ASARCO
Incorporated, Harbinger Capital Partners Master Fund I, Ltd., Dan
Silver, and the United States Department of Justice, Environment &
Natural Resources Division, permitting the DOJ to vote the general
unsecured claim allowed for the Coeur d'Alene Site, pursuant to
Section 1126(a) of the Bankruptcy Code.
Under that certain settlement and agreement resolving the CDA
Site Claim, the total general unsecured claim allowed for the CDA
Site is $468,143,000. The trust that is created under the CDA
Site Settlement Agreement receives approximately $359 million of
the total settlement amount to perform clean-up work and
administer the CDA Trust, and the United States, on behalf of
federal agencies, receives the balance of about $109 million.
Mr. Silver is the trustee to be appointed for the CDA Trust.
To avoid any disputes as to who is the proper party to execute
the ballot for the CDA Site Claim, the Parties stipulate that:
-- The United States through the DOJ, on behalf of federal
agencies, will be considered the "holder" of the allowed
CDA Site Claim and be entitled to vote the allowed CDA
Claim in its entirety;
-- Neither the Debtors, the Parent, nor Harbinger will object
to the DOJ's vote on the CDA Claim on the basis that the
United States through the DOJ is not the holder of the CDA
Claim, or otherwise not the proper party to vote the CDA
Claim, pursuant to the Bankruptcy Code, the Federal Rules
of Bankruptcy Procedure, or the Court-approved solicitation
and tabulation procedures; and
-- In the event the Parent's plan of reorganization is
confirmed, the United States through DOJ will also be
entitled to make the election pursuant to the "Order
Granting Emergency Motion of ASARCO Incorporated and
Americas Mining Corporation to Supplement Joint Disclosure
Statement and Modify Solicitation Procedures."
About ASARCO LLC
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.
ASARCO LLC filed for Chapter 11 protection on August 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 ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC 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. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 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 October 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 December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
BALLY TOTAL: Emerges from Bankruptcy as Leaner Company
------------------------------------------------------
Bally Total Fitness has emerged from chapter 11 bankruptcy, having
completed the reorganization outlined in its Amended Joint Plan of
Reorganization, which was confirmed on August 19.
"Bally is moving in the right direction as we continue to
systematically improve every aspect of this company," said Michael
Sheehan, Chief Executive Officer, Bally Total Fitness. "With the
dramatic restructuring of our balance sheet and improved financial
performance, Bally is now positioned to put 100 percent of our
energy towards improving the customer experience and growing our
business."
The approved plan, which includes financing from JPMorgan Chase
Bank, an affiliate of Anchorage Advisors LLC, Wells Fargo Foothill
LLC, and CIT Business Credit, will enable Bally to reduce its debt
by approximately $700 million, to less than $100 million. Holders
of Bally's prepetition secured debt received 94 percent of
Reorganized Bally's equity, with JP Morgan and Anchorage to own a
majority interest. Reorganized Bally will issue 3 percent of its
equity, along with warrants to acquire an additional 5 percent, to
holders of certain general unsecured claims.
In addition to Mr. Sheehan and current board members Eugene I.
Davis and Timothy J. Bernlohr, the Board of Directors of
reorganized Bally will include Kevin J. Corgan and Michael Kerrane
of JP Morgan, Daniel Allen and Aaron N. Rosenstein of Anchorage
and Fredric F. Brace.
"The unparalleled financial flexibility we have after emerging
from bankruptcy will allow us to make the investments necessary to
build Bally into the preeminent fitness chain in the country,"
said Sheehan. "We have the right team in place and a strategy
that will allow us to offer our customers the best experience in
the industry."
Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel
to Bally and Houlihan Lokey Howard & Zukin served as financial
advisors. Dewey & LeBoeuf served as bankruptcy counsel to JP
Morgan and Anchorage and The Blackstone Group served as financial
advisors to the prepetition secured creditors.
A full-text copy of the court order confirming Bally II's Second
Amended Plan is available for free at:
http://bankrupt.com/misc/BallyII_PlanConfirmationOrd.pdf
About Bally Total Fitness
Bally Total Fitness operates nearly 300 fitness centers across the
United States. With more than 3 million active members and over 30
years of experience, Bally is among the most popular health club
brands in America. The professionals at Bally Total Fitness help
motivate members to improve their physical health and reach their
personal fitness goals with many affordable membership choices -
including options with no long-term commitment.
Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan. The Bankruptcy Court confirmed the
Company's Chapter 11 plan and the Company emerged from bankruptcy
October 1, 2007.
Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York. As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.
Bally Total Fitness Holding and its 42 debtor-affiliates delivered
their Joint Plan of Reorganization and Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York on
June 10, 2009. The Plan was confirmed August 19, 2009, and the
Company emerged from bankruptcy September 1, 2009.
Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News. The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)
BARNEYS NEW YORK: Mulling Debt Swap; Dubai Could Lose Control
-------------------------------------------------------------
Barneys New York Inc. is considering a debt restructuring or
bankruptcy filing although it hasn't made a final decision,
Bloomberg News reported, citing three people briefed on the
matter. The outcome could result to a Dubai government agency
losing control of the luxury retailer.
In July, Moody's Investors Service downgraded Barneys New York's
corporate family rating and probability of default rating to
'Caa3', citing its declining sales and heavy debt load. "The
downgrades reflect Barneys' strained financial condition and
liquidity stemming from significant declines in revenue and
earnings that are consistent with the overall luxury retail
segment, on top of a sizeable debt load associated with the 2007
acquisition by Istithmar PJSC," Moody's said.
Istithmar is a unit of Dubai World, an investment company that
manages and supervises a portfolio of businesses and projects for
the Dubai Government
Hedge fund Perry Capital LLC, which helped finance the
$942.3 million takeover, has been approached by Holt Renfrew, the
Toronto-based department-store chain, about a joint offer for
control of Barneys New York, one of the people said, according to
Bloomberg.
Bloomberg relates that under one scenario, Istithmar would
continue providing equity support to the chain, the people said.
One of the people, however, said that additional backing from
Istithmar was unlikely.
Barneys has $660 million of loans maturing through 2016, according
to data compiled by Bloomberg. This includes $280 million of
first-lien bank debt and a $180 million unsecured loan that Perry
Capital helped finance, the data show.
About Barneys New York
Barneys New York is a luxury department store chain that sells
designer apparel for men, women, and children; shoes; accessories;
and home furnishings. The chain operates some 40 locations
including about 10 full-size Barneys New York flagship stores in
New York City, Beverly Hills, Boston, Chicago, and other major
cities; smaller Barneys Co-Op locations; and about a dozen outlet
stores. Barney Pressman founded the firm in 1923. Former owner
Jones Apparel Group, which acquired Barneys in 2004 for about
$400 million, sold the company in 2007 for $945 million to an
affiliate of Istithmar PJSC, an investment firm owned by the Dubai
government.
BERNARD MADOFF: Argus & Tremont Reach Accord With Policyholders
---------------------------------------------------------------
David Glovin at Bloomberg reports that insurers Argus Group
Holdings Ltd. and Tremont International Insurance Ltd. reached a
partial settlement of a lawsuit on behalf of policyholders over
the firms' investment with Bernard Madoff. The lawsuit claims the
insurers are liable to policyholders with certain annuities or
life insurance policies for fraud and breach of duty because the
insurers invested with Madoff feeder funds. The settlement,
according to the report, says that Argus International Life
Bermuda Ltd. will provide low-interest loans to policyholders
whose policies may lapse. The policies relied on the Madoff
investments to pay premiums.
According to Bloomberg, the plaintiffs said the settlement, which
provides for no cash payments, was reached due to the "difficulty
of establishing jurisdiction over the Bermuda-based" defendants
and of "establishing their liability and recovering damages."
The settling cases are part of a larger group of Madoff-related
investor lawsuits against Tremont Group Holdings, a hedge-fund
firm owned by Massachusetts Mutual Life Insurance Co. The
settling cases are on behalf of Argus and Tremont Insurance
policyholders whose investment was placed in various Tremont Group
Holdings funds, which in turn invested with Mr. Madoff.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks. The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties. It also performed clearing and
settlement services. Clients included brokerages, banks, and
other financial institutions. In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.
The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.
As reported by the Troubled Company Reporter on December 15, 2008,
the Securities and Exchange Commission charged Mr. Madoff and his
investment firm with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The estimated losses from Mr. Madoff's fraud were allegedly at
least US$50 billion.
Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970. Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors.
BERNARD MADOFF: Beach House to be Put on Sale This Week
-------------------------------------------------------
The Associated Press reports that the U.S. Marshals Service will
put Bernard Madoff's Long Island beach house on the market this
week, to help repay Ponzi scheme victims.
The U.S. Marshals seized the property on July 1. The AP relates
that federal authorities believe that the seaside property could
bring closer to $8 million. Furniture and any other personal
belongings found inside will be sold at auction, The AP states,
citing Deputy U.S. Marshal Roland Ubaldo.
According to The AP, the U.S. Marshals will also enlist brokers to
find buyers for a Manhattan apartment and a Palm Beach, Florida
estate once owned by Mr. Madoff. Mr. Madoff valued his Manhattan
apartment at $7 million and the Florida property at $11 million,
The AP says, citing estimates by federal regulators last year.
The report states that Mr. Madoff said that the Montauk beach
house was worth $3 million.
U.S. Marshal Joseph R. Guccione said in a statement, "Our goal is
to place the homes on the market soon to minimize the amount of
time they remain in our inventory and maximize the return to the
victims."
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks. The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties. It also performed clearing and
settlement services. Clients included brokerages, banks, and
other financial institutions. In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.
The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.
As reported by the Troubled Company Reporter on December 15, 2008,
the Securities and Exchange Commission charged Mr. Madoff and his
investment firm with securities fraud for a multi-billion dollar
Ponzi scheme that he perpetrated on advisory clients of his firm.
The estimated losses from Mr. Madoff's fraud were allegedly at
least US$50 billion.
Also on December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970. Irving H. Picard, Esq., was appointed as trustee for
the liquidation of BLMIS, and Baker & Hostetler LLP was appointed
as counsel.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors.
BORGER: S&P Puts Neg. Outlook on $117MM Sr. Sec. Notes' BB- Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services changed the outlook to negative
from stable on its 'BB-' rating on Borger's $117 million
($93.9 million outstanding as of June 30, 2009) senior secured
notes due Dec. 31, 2022. The recovery rating is '4', indicating
that lenders can expect an average (30%-50%) recovery of their
principal in a default scenario.
"The negative outlook reflects expectations of increased
volatility of cash flows due to the increasingly likelihood that
Borger will need to refurbish its turbine rotors at significant
cost," said Standard & Poor's credit analyst Trevor D'Olier-Lees.
Gas prices continue to be low and have been volatile in 2009. The
weighted average cost of gas used by the project for July was
$3.166 versus $2.776 per mmBtu in June. The project's steam
payments are directly linked to gas prices so have fallen
significantly. S&P's near-term recent assumptions for gas pricing
for Henry Hub were lowered, albeit longer term assumptions remain
the same. S&P's updated gas price deck is: $3.75 mmBtu through
the remainder of 2009; $4.5 mmBtu in 2010; $6 mmBtu in 2011 and
thereafter. S&P's price deck is a New York Mercantile Exchange
price. By contrast, many natural gas producers sell at a discount
to NYMEX primarily due to location takeaway capacity.
The project formed on May 6, 1997, to build, own, and operate a
230 megawatt gas-fired cogeneration facility located near Borger,
Texas. Affiliates of Energy Investor Funds own 100% of the Borger
project interests. Commercial operations at the facility began on
June 12, 1999. The project sells its energy output and electrical
capacity to Southwestern Public Service Co., a subsidiary of Xcel
Energy Inc., under the terms of a 25-year purchased-power
agreement. The project also sells its steam output to
ConocoPhillips under a 20-year steam sales and operating
agreement. DCP Midstream L.P., formerly known as Duke Energy
Field Services LLC, supplies fuel under a 20-year gas supply
agreement.
BRADFORD LUCAS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Bradford Cornelius Lucas
Mary Garrett Lucas
P.O. Box 2818
Greenville, SC 29602
Bankruptcy Case No.: 09-06428
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
District of South Carolina (Spartanburg)
Judge: Chief Judge John E. Waites
Debtors' Counsel: Robert H. Cooper, Esq.
3523 Pelham Road, Suite B
Greenville, SC 29615
Tel: (864) 271-9911
Email: bknotice@thecooperlawfirm.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.
The petition was signed by the Joint Debtors.
BRADLEY BERNARD: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Bradley Shawn Bernard
Jennifer Lee Bernard
POB 23608
Tigard, OR 97281
Bankruptcy Case No.: 09-37140
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
District of Oregon
Judge: Trish M. Brown
Debtors' Counsel: Ted A. Troutman, Esq.
16100 Nw Cornell Rd #200
Beaverton, OR 97006
Tel: (503) 292-6788
Email: tedtroutman@sbcglobal.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtors' petition, including a list of
their 15 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/orb09-37140.pdf
The petition was signed by the Joint Debtors.
BRIAN VESKOSKY: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Brian Anthony Veskosky
13423 Contour Dr.
Sherman Oaks, CA 91423
Bankruptcy Case No.: 09-21368
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Geraldine Mund
Debtor's Counsel: Michael R. Totaro, Esq.
Totaro & Shanahan
POB 789
Pacific Palisades, CA 90272
Tel: (310) 573-0276
Fax: (310) 496-1260
Email: mtotaro@aol.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Debtor has assets of at least
$3,164,680, and total debts of $5,193,862.
A full-text copy of Mr. Veskosky's petition, including a list of
his 21 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/cacb09-21368.pdf
The petition was signed by Mr. Veskosky.
CABI DOWNTOWN: Wants BofA Cash Collateral, Insider DIP Loan
-----------------------------------------------------------
Cabi Downtown, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Florida for authorization to:
a) enter into a secured postpetition financing agreement with
CABI Holdings, Inc., the controlling member of the Debtor;
b) use cash securing repayment of loan Bank of America, N.A.;
and
c) grant prepetition secured party Bank of America super-
priority claim, certain liens as adequate protection for the
Debtor's use of cash collateral;
The Debtor relates that as of the petition date, BOA asserted it
is owed $209.00 million in respect of the loan. In addition, the
Debtor owed $34.10 million in unsecured debt.
The Debtor said that as of June 30, 2009, the amount of the
Deposits presently in escrow was $37 million in the aggregate.
The Debtor requires the use of cash collateral to fund the
continued operation of its business, payroll, and critical
expenses in order to preserve and protect the property of its
estate.
The Debtor also said that the use of cash collateral may be
insufficient to meet its liquidity needs during the case because
substantially all of the Debtor's assets are encumbered by liens
in favor of BOA, the Debtor could not have obtained financing on
an unsecured administrative expense basis.
As a result, the Debtor entered into the proposed DIP credit
agreement with CABI Holdings. The salient terms of the DIP Credit
Agreement are:
DIP Lender: CABI Holdings, Inc.
Borrower: CABI Downtown, LLC
Maximum Loan Amount: $2,000,000
Maturity Date: 120 days after entry of the final order,
subject to the occurrence of an earlier
event of default under the DIP credit
agreement.
Purpose: The proceeds of the loans will be used
solely by the Borrower to pay the costs
and expenses of the administration of the
Reorganization Case in accordance with the
Budget, and to pay other obligations.
Repayment: The loan may be prepaid in whole or in
part, without penalty, prior to maturity.
Interest Rate: LIBOR plus 400 basis points per annum.
Interest accrued on the loans will be
capitalized on each interest payment date
and added to the outstanding principal
amount of the loans, which capitalized
interest will be evidenced by the PIK
Interest Note. The lender is hereby
authorized to endorse on the grid attached
to the PIK Interest Note the amount of
interest capitalized and evidenced by the
PIK Interest Note.
Security: The loan will be secured by first liens on
any unencumbered assets of the Debtor and
second or other junior liens on any
encumbered assets of the Debtor, subject
to the Carve-Out and any replacement liens
granted by the Court with respect to cash
collateral usage, and exclusive of
avoidance actions. The loan will not
prime any existing liens.
Carve-Out: The super-priority claim and liens granted
to the DIP Lender and the BOA Adequate
Protection Liens and Claims will be
subordinate to the Carve-Out.
Events of Default: Standard events of defaults.
Creditors Object
Bank of America, N.A., objected to the Debtor's cash collateral
motion stating that the Chapter 11 case and the motion was an
attempt by the Debtor's owner to retain control over property in
which it has no equity and to prevent the administrative agent's
ability to foreclose on the project. The Debtor has virtually no
other assets and no conceivable ability to reorganize.
W. G. Yates & Sons Construction Company, through retained counsel,
Becker Poliakoff, P.A., objected to the Debtor's motion stating
that the Debtor failed to provide adequate protection and other
collateral for the benefit of Yates for Debtor's use of the real
property.
Yates is a construction lienor with claims for liens, aggregating
$14.76 million as of Dec. 29, 2008.
About Cabi Downtown, LLC
Aventura, Florida-based Cabi Downtown, LLC, operates a real estate
business. The Company filed for Chapter 11 on Aug. 18, 2009
(Bankr. S.D. Fla. Case No. 09-27168). Mindy A. Mora, Esq.,
represents the Debtor in its restructuring efforts. In its
petition, the Debtor listed assets and debts both ranging from
$100,000,001 to $500,000,000.
CABI DOWNTOWN: Hearing Set for Sept. 2 on Total Debt, Assets
------------------------------------------------------------
Court documents say that a hearing will be held on September 2 to
clarify the total debt and assets involved in the Cabi Downtown,
LLC bankruptcy case.
According to court documents, Cabi must also draft a more complete
list of creditors.
Florida-based Condo Vultures Bulk Deals Database says that the
twin-tower, 49-story project has closed 9% of its 849 units for an
estimated total sales of $31 million. Real Estate Channel Global
News Center quoted Condo Vultures Inc. managing member Peter
Zalewski as saying, "There is every reason to think this project
will sell out rapidly to individuals and/or bulk buyers once the
pricing is brought in line with current market conditions."
Aventura, Florida-based Cabi Downtown, LLC, operates a real estate
business. The Company filed for Chapter 11 on Aug. 18, 2009
(Bankr. S.D. Fla. Case No. 09-27168). Mindy A. Mora, Esq.,
represents the Debtor in its restructuring efforts. In its
petition, the Debtor listed assets and debts both ranging from
$100,000,001 to $500,000,000.
CANVAS LLC: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Canvas, LLC
C/O Anthony Olivieri
33211 N. 67th Street
Cave Creek, AZ 85331
Bankruptcy Case No.: 09-21137
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Debtor's Counsel: Bill King, Esq.
7150 E Camelback Rd #444
Scottsdale, AZ 85251
Tel: (480) 949-7121
Fax: (480) 890-0820
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
2 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/azb09-21137.pdf
The petition was signed by Anthony Olivieri, manager of the
Company.
CANWEST MEDIA: Forbearance Moved to Sept. 11; Lender Talks Go On
----------------------------------------------------------------
Canwest Global Communications Corp. said its subsidiary, Canwest
Media Inc., is continuing discussions with the members of an ad
hoc committee of 8% noteholders of CMI regarding a
recapitalization transaction.
The holders of the 12% senior secured notes of CMI and Canwest
Television Limited Partnership as well as CIT Business Credit
Canada Inc., the provider of a senior secured revolving asset-
based loan facility to CMI, have agreed to extend to September 11,
2009 certain milestones that were to be have been achieved by
August 28, 2009. The date by which CMI must enter into an
agreement in respect of a recapitalization transaction has been
extended to September 11, 2009.
CMI and the members of the Ad Hoc Committee have also entered into
a further extension agreement and forbearance to September 11,
2009.
As reported by the Troubled Company Reporter on May 26, 2009,
Canwest Media and Canwest Television and certain parties entered
into an agreement, pursuant to which the parties will purchase the
U.S. dollar equivalent of C$105 million principal amount of 12%
senior secured notes of CMI and CTLP for an aggregate purchase
price of the U.S. dollar equivalent of C$100 million. CIT agreed
to provide a senior secured revolving ABL facility for
C$75 million to CMI. Both transactions were expected to close
May 21, 2009.
Canwest has kept the identity of the Purchasers confidential.
Moreover, the Note Purchase Agreement provides that in the event
Canwest Media or Canwest Television seeks creditor protection
under the Companies' Creditors Arrangement Act or comparable
legislation, the Notes will be converted into a debtor-in-
possession financing arrangement. The Purchasers also suggested
FTI Consulting to be appointed as monitor in the event of a CCAA
filing.
Canwest also said in May that the senior lenders under the CMI
existing credit facility extended their waiver agreement until
June 2, 2009, and also agreed to defer certain payments
aggregating approximately $10 million until June 2, which would
allow completion of the new facilities. Additionally, Canwest
also said CMI and the members of the Ad Hoc Committee entered into
a further agreement and forbearance until June 15, subject, among
other things, to closing of the issuance of the Senior Secured
Notes.
Under the terms of the new financing arrangements, CMI originally
agreed to satisfy certain milestones within certain time frames:
* On or before June 15, 2009, reaching an agreement in
principle with members of the Ad Hoc Committee in respect
of a recapitalization transaction.
* On or before July 15, 2009, entering into a definitive
agreement with members of the Ad Hoc Committee with respect
to the recapitalization transaction.
CMI used proceeds from the issue and sale of the Senior Secured
Notes and from CIT's ABL facility to, among other things, repay
the current lenders all amounts owing under CMI's existing senior
credit facility and settle related obligations.
About Canwest Global Communications Corp.
Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company. In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia,
Turkey,Indonesia, Singapore, the United Kingdom and the United
States.
CC MEDIA: S&P Raises Corporate Credit Rating to 'CCC' From 'SD'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on CC Media Holdings Inc. and its operating subsidiary,
Clear Channel Communications Inc., to 'CCC' from 'SD'. The rating
outlook is negative.
In addition, S&P raised the issue-level rating on the
participating Clear Channel notes to 'CC' from 'D'.
"The rating upgrade follows S&P's review of Clear Channel's
business and financial outlook following its cash tender for
$412.1 million aggregate principal of five senior note issues
maturing between 2011 and 2014 at discounts to par in the area of
30% to 50%," said Standard & Poor's recovery analyst Michael
Altberg.
The total consideration paid, including accrued interest, was
roughly $156.7 million, which was funded with cash on hand. Pro
forma for the transaction, cash balances stood at $1.34 billion as
of June 30, 2009.
S&P acknowledge that the transaction begins to address liquidity
concerns and reduces Clear Channel's intermediate-term debt
balances, which S&P believes represent significant refinancing
risk in the current economic and credit conditions. Maturities
are still sizable over the next few years, at $1.4 billion between
2011 and 2013. Over the near term, S&P is also concerned about
potential covenant violations, giving ongoing weak performance at
the radio and outdoor segments.
In the second quarter of 2009, revenue and EBITDA (excluding
merger related expenses and noncash impairment charges) declined
21.5% and 41%, respectively. Radio revenue declined 19.5%, while
outdoor revenue was down a sizable 24.3%, led by a 29% decline at
the international segment, which was negatively affected by
foreign exchange movements.
As of June 30, 2009, leverage per lenders' calculations was 8.1x
(up from 7.1x at March 31), versus a 9.5x covenant. Pro forma for
the cash tender offers, S&P estimate that leverage for covenant
purposes increased marginally to 8.2x, as roughly $156.7 million
of cash was consumed in the tender transaction. Since the
leverage covenant is calculated by netting available cash from
secured debt, a key factor for covenant compliance is the
company's rate of cash consumption over the remainder of the year.
Holding pro forma June 30 cash balances constant (and including
S&P's assumptions on EBITDA add-backs under the credit agreement),
S&P estimate that the company could breach covenants at Dec. 31,
2009, if EBITDA declines by about 32% or 33% in the second half of
the year.
The company does face easier comparisons in the fourth quarter, as
EBITDA declined about 50% in the fourth quarter of 2008. Still,
covenant compliance, in S&P's view, hinges on prospects for
economic and company-specific recovery in the second half of the
year. In addition, consumption of cash balances due to negative
discretionary cash flow would further affect covenant cushion.
Discretionary cash flow was negative $176.6 million over the first
six months of 2009, although second-quarter discretionary cash
flow was relatively breakeven.
CCM MERGER: S&P Raises Corporate Credit Rating to 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Detroit, Michigan-based casino operator CCM Merger Inc.
to 'B' from 'B-'. S&P removed the rating from CreditWatch, where
it was placed with positive implications July 23, 2009. The
rating outlook is stable.
S&P also raised all issue-level ratings on the company's debt by
one notch, in conjunction with the corporate credit rating
upgrade. The recovery ratings on this debt remain unchanged.
"The 'B' corporate credit rating reflects a reassessment of S&P's
previous expectations for the company's operating performance,"
said Standard & Poor's credit analyst Michael Listner.
In addition, S&P believes that recent debt repayment, as well as
the refinancing of the $50 million Economic Development Council
(EDC) bonds earlier in the year, will enable the company to reduce
S&P's measure of leverage (fully adjusted for bonds issued by the
Michigan Strategic Fund and lawsuit settlement obligations) to
about 7.0x by the end of 2009. Previously, S&P believed this
measure would end the year in the 7.7x area. Although S&P expects
that economic weakness will negatively affect CCM's operations,
S&P does not anticipate that the impact from the economy will be
as severe as S&P's earlier projections suggested.
Despite S&P's expectation that EBITDA will decline in the mid- to
high-single-digit percentage area in 2009, it is S&P's view that
debt repayment will allow the company's credit measures for the
year to slightly improve from the end of 2008. Based on quarterly
amortization payments of the company's term loan and S&P's
expectation for additional repurchases of senior notes (through an
additional equity contribution of $11.5 million funded this month
as required under the company's amended credit agreement), S&P
expects that the company will repay about $25 million of debt
during the second half of 2009. Combined with debt repayment
during the first half of the year, S&P expects that the company
will reduce its indebtedness by about $90 million in 2009. S&P
also expect that the company's total leverage, as measured in
accordance with its credit agreement, will approximate 6.50x at
the end of 2009 and provide sufficient cushion relative to the
7.75x covenant threshold. S&P believes that interest coverage
will decline slightly, based on S&P's expectation for EBITDA
declines and the increased pricing resulting from the amendment,
to about 1.9x, adequate for the 1.4x covenant threshold at year-
end.
CHARLES SIDNEY SPENCER: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Charles Sidney Spencer
dba Circle S Family Horse Ranch, L.L.C.
7108 Wells Parkway
Hyattsville, MD 20782
Bankruptcy Case No.: 09-26241
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Judge: Thomas J. Catliota
Debtor's Counsel: Richard M. McGill, Esq.
Law Offices of Richard M. McGill
PO Box 358
5303 West Court Drive
Upper Marlboro, MD 20773
Tel: (301) 627-5222
Email: mcgillrm@aol.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of Mr. Spencer's petition, including a list of
his 20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/mdb09-26241.pdf
The petition was signed by Mr. Spencer.
CHEMTURA CORP: Gets Court Nod for O'Meleveney as Litigation Atty
----------------------------------------------------------------
Chemtura Corp. and its affiliates obtained approval from the
Bankruptcy Court to employ O'Melveney & Myers LLP as their special
litigation counsel nunc pro tunc to the Petition Date.
O'Melveney & Myers was originally employed by the Debtors as a
professional in the ordinary course of business. The firm
represents the Debtors in a litigation filed by Bridgestone
Americas Holding, Inc., and certain plaintiffs against the
Debtors.
O'Melveny & Myers is an international full-service law firm with
more than 1,000 attorneys in 14 offices. O'Melveny & Myers has
represented the Debtors in connection with various investigations
and litigation matters arising out of alleged violations of the
antitrust laws and other matters for more than six years.
The Debtors expanded the scope of O'Melveny & Myers' employment
because they anticipate that the firm's fees and expenses are
likely to exceed the monthly fee caps set for ordinary course
professionals. Specifically, the Debtors want O'Melveny & Myers
to continue representing them in the Bridgestone Litigation and
certain other litigations, which include:
* Janet Fina v. Vincent A. Calarco, Roger L. Headrick,
Patricia Woolf, Leo I. Higdon, C.A. (Lance) Piccolo, Bruce
Wesson, and Robert A. Fox, and Nominal Defendant Crompton
Corporation, Case No. X01 CV 03-0180263S, Connecticut
Superior Court;
* In re Crompton Corporation Securities Litigation, Case No.
3:03-CV-1293, United States District Court for the District
of Connecticut;
* U.S. v. Crompton Corp., Case No. 04-0079, United States
District Court for the Northern District of California;
* Urethane Cases, Case No. J.C.C.P. 4367, Superior Court of
the State of California, County of San Francisco; and
* Various litigation and regulatory matters involving alleged
violations of the antitrust laws.
The Debtors assert that O'Melveny & Myers' services will not
duplicate those of other professionals employed in their Chapter
11 proceedings.
The Debtors will pay O'Melveny & Myers' fees on an hourly basis
and will reimburse the firm's necessary out-of-pocket expenses.
O'Melveny & Myers' hourly fees are:
Partners $635 to $950
Of Counsel $520 to $640
Associates $255 to $565
Paraprofessionals $190 to $335
During the 90-day period prior to the Petition Date, O'Melveny &
Myers received $248,740 from the Debtors for professional
services performed and expenses incurred. Additionally,
O'Melveny & Myers asserts that as of the Petition Date, the
Debtors owed it approximately $1,565,892 for unpaid prepetition
fees and services.
Shannon Lowry Nagle, Esq., a partner at O'Melveny & Myers,
assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.
About Chemtura Corp
Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel. The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.
As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.
Bankruptcy Creditors' Service, Inc., publishes Chemtura
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings undertaken by Chemtura Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHINA NETWORKS: To be Delisted From NYSE/Amex, to Trade on OTCBB
----------------------------------------------------------------
China Networks International Holdings Ltd. on Friday, August 28,
2009, received notice from the NYSE/Amex that the Exchange's
Appeals Panel has affirmed the Staff's determination to delist the
Company's securities.
The Panel agreed with the Staff that the Company does not
currently meet the Exchange's initial listing requirements
following the business combination between Alyst Acquisition Corp.
and China Networks Media, Ltd. in June 2009, resulting in the
recommendation to complete the delisting without prejudice to the
Company going through the initial listing once it has
satisfactorily addressed all eligibility requirements.
The Company continues to review its options, including a formal
Committee on Securities review of the decision, and is proceeding
with its efforts to meet the eligibility requirements for listing
on a national stock exchange, with respect to which there can be
no assurance as to whether or when such a listing will occur. In
the interim, its securities will continue to trade on the OTCBB.
About CNIH
China Networks International Holdings Ltd. provides broadcast
television advertising in the People's Republic of China through
joint venture arrangements with state-owned television stations.
The Company's principal executive offices are in Beijing, PRC.
CNIH is the result of a merger between Alyst Acquisition Corp., a
SPAC, and China Networks Media, Ltd., which was consummated on or
about June 30, 2009. CNIH is incorporated in the British Virgin
Islands.
CHRYSLER LLC: CIS' Schedules of Assets & Liabilities
----------------------------------------------------
A. Real Property
Building $99,094
B. Personal Property
B.2 Bank Accounts
Citibank N.A., Puerto Rico $428,696
B.13 Stock and Interests Unknown
B.14 Interests in partnerships/joint ventures Unknown
B.18 Other Liquidated Debts Owing Debtor
Interco Receivable Balance-Chrysler LLC 1,920,992,775
Others 23,878,972
B.28 Office Equipment, furnishings & supplies 6,258
B.30 Inventory 1,557,081
B.35 Other Personal Property
TOTAL SCHEDULED ASSETS $1,946,999,528
==========================================================
C. Property Claimed None
D. Creditors Holding Secured Claims
JP Morgan Chase Bank N.A. 9,027,384,739
U.S. Department of Treasury 4,285,371,805
E. Creditors Holding Unsecured Priority Claims None
F. Creditors Holding Unsecured
Export Development Canada 673,307,785
Chrysler International Corporation 143,913
TOTAL SCHEDULED LIABILITIES $13,986,208,243
==========================================================
About Chrysler LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products. With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.
Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: CIS' Statement of Financial Affairs
-------------------------------------------------
Ronald Kolka, chief executive officer of Chrysler LLC, informed
the U.S. Bankruptcy Court for the Southern District of New York
that Chrysler International Services S.A. recorded these income
and losses other than from the operation of its business:
Amount Period
------ ------
($504,673) Fiscal YTD 2009
($72,616) Fiscal 2008
$5,008,529 Fiscal 2007
Mr. Kolka also disclosed that within 90 days before its bankruptcy
filing, Chrysler International Services paid $721,378 to 24
creditors. A list of the 90-day pre-bankruptcy payments is
available for free at:
http://bankrupt.com/misc/ChryslerPaymentCreditorCIS.pdf
Germany-based Daimler AG made a set-off in the sum of $2,963,511,
within 90 days before Chrysler International Services' bankruptcy
filing, Mr. Kolka further disclosed.
Chrysler LLC has 100% stock ownership of Chrysler International
Services.
About Chrysler LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products. With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.
Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: Court Approves UGL Equis as Brokers
-------------------------------------------------
The Bankruptcy Court has entered an order authorizing Chrysler
LLC, now known as Old CarCo LLC, to employ UGL Equis Corporation
as their real estate brokers, nunc pro tunc to the Petition Date.
Prior to the Court's entry of its order, the Debtors submitted an
executed version of their real estate services agreement with UGL
Equis Corporation.
A copy of the Agreement is available for free at:
http://bankrupt.com/misc/ChrysUGLAgrmnt.pdf
The Debtors determined that they require the assistance of
experienced professionals to assist them in the disposition of
certain real property assets that were excluded from the sale of
substantially all of their assets to Fiat S.p.A. The Debtors
submit that Equis' services are necessary to assist them in making
important financial decisions regarding the disposition of the
real property assets and to maximize the assets' value.
Equis previously provided service to the Debtors before the
Petition Date. Accordingly, the Debtors selected Equis because of
its (a) long-standing business relationship with the Debtors and
intimate knowledge of the Debtors' real estate assets and real
estate needs, and (b) extensive knowledge and experience in
providing real estate brokerage services. Because of Equis'
historical knowledge and familiarity with the Debtors' business
and real estate portfolio, Equis is the most qualified broker to
provide the services required, the Debtors tell the Court.
As the Debtors' broker, Equis will provide these services:
A. Transaction Services
Equis will provide a variety of transaction services to the
Debtors, including documentation and decision support in form and
content reasonably acceptable to the Debtors. Upon the Debtors'
designation, in a writing delivered to Equis by the Debtors, in
the Debtors' sole and absolute discretion, Equis will provide
these services, in conformity with the Services Agreement, with
respect to the Properties:
a. Property Dispositions
i. Property Evaluation
Equis will assist the Debtors in the evaluation of
properties to determine their highest and best use.
ii. Strategy Development
Equis will develop the maximum number of qualified
prospects for the Debtors in the shortest possible
period of time. Equis' strategy will establish and
identify all appropriate marketing theme and time-
frame for successful project execution. Depending on
the nature of the assignment and its location, a
listing agent may be retained by Equis to assist in
the process.
iii. Implementing Strategy
All potential prospects will be contacted, qualified
and, when interest arises, led in an orderly manner
to successful conclusion. During the process, there
will be an ongoing review of each prospect along with
updates indicating status or changes affecting the
outcome versus the targets.
iv. Finalize Transactions
Equis will coordinate the contract process between
the Debtors, the buyers and their counsel.
b. Post-Transaction Memorandum
Within a reasonable time after the completion of a
transaction or the furnishing of services to the Debtors
with respect to a specific Property, Equis will furnish a
written summary of the same in the form of a post-
transaction memorandum or other similar document.
Upon the closing of the sale of any Property, Equis will be deemed
to have earned, and the Debtor will pay to Equis, a commission
based on the sale price of the Property as of the closing date
reduced by any concessions or credits given to the buyer of a
Property at closing; provided, however, that this reduction of the
Gross Sale Price will not include amounts for the payment of real
property taxes, transfer taxes, assessments, liens, commissions,
prorations, title insurance premiums and costs, third party
reports, recordation fees and other closing costs typically
incurred in connection with the sale of real property.
Commissions will be paid to Equis in accordance with this sliding
scale structure:
Gross Sale Price Commission Percentage
---------------- ---------------------
$0 - $249,999 8.0%
$250,000 - $499,000 6.0%
$500,000 - $999,000 5.0%
$1 million to $3.9 million 4.0%
$4 million and over 3.0%
If the proceeds of any sale are insufficient to pay the entire
Commission as calculated after payment of closing costs, Equis
will be deemed to have waived any right to the remainder of its
Commission.
The Compensation Structure assumes that Equis will pay any
commission owing to a buyer's broker on account of a disposed
Property from its Commission. In the event Equis is the sole
broker on the sale of any Property, Equis will be entitled to 75%
of the Commission.
The Debtors submit that the Compensation Structure is consistent
with Equis' normal and customary billing practices.
Because Equis' proposed compensation is based on Commissions to be
achieved through the sale of the Debtors' real estate assets
without regard to hours worked or services rendered, Equis has
proposed that it will not circulate monthly fee statements or file
interim fee applications with the Court with respect to the
amounts. Moreover, because the Court's prior "De Minimis Sale
Order" authorizes, among other things, the Debtors to pay brokers'
commissions on the sales of assets valued under $10 million at
closing, Equis likewise proposes that it will not file a final fee
application with regard to Commissions earned under the Services
Agreement on the sale of any Properties valued under
$10 million.
If Equis becomes entitled to payment of a Commission on the sale
of a Property valued greater than $10 million, either (a) the
Debtors will seek approval of the payment of the Large Asset
Commission in connection with the motion seeking authority to sell
the Property under Section 363 of the Bankruptcy Code, or (b)
Equis will file a final fee application with the Court. The Equis
Fee Application will not contain detailed time entries, but
instead will describe the services rendered and the associated
compensation. Until the Court approves and authorizes the payment
of any Large Asset Commission, the compensation will be considered
interim and subject to disallowance.
The Debtors and Equis executed an indemnification agreement in
connection with Equis' engagement, pursuant to which the Debtors
agreed to indemnify Equis against all losses, damages, and
expenses in the performance of its services.
David W. Montross, the chief executive officer of Equis, assures
the Court that his company is a "disinterested person" as that
term is defined under Section 101(14) of the Bankruptcy Code.
About Chrysler LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products. With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.
Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: Court OKs Settlement With Wellington
--------------------------------------------------
Chrysler LLC and its affiliated debtors obtained approval from the
Bankruptcy Court of a settlement with their supplier Wellington
Industries Inc.
Under the deal, Chrysler agreed to pay $1.1 million as settlement
for the claim Wellington asserts against the automaker under their
supply contract. In return, Wellington agreed to deliver the
tools it manufactured for Chrysler to the automaker's new
supplier.
The companies also agreed to release each other from all claims
except for some claims for tools that were not delivered to
Chrysler and were improperly disposed of by Wellington.
About Chrysler LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products. With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.
Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: Int'l Corp.'s Schedules of Assets & Debts
-------------------------------------------------------
A. Real Property None
B. Personal Property
B.1 Cash on Hand -
B.2 Bank Accounts $97,850,210
B.13 Stock and Interests Unknown
B.14 Interests in partnerships/joint ventures Unknown
B.16 Accounts Receivable 136,691,623
B.18 Other Liquidated Debts Owing Debtor 1,464,515,068
B.22 Patents, copyrights, and others Unknown
B.29 Equipment and Supplies for Business 8,636,981
B.30 Inventory 105,295,785
TOTAL SCHEDULED ASSETS $1,812,989,669
===========================================================
C. Property Claimed None
D. Creditors Holding Secured Claims
JP Morgan Chase Bank N.A. $9,027,384,739
U.S. Department of Treasury 4,285,371,805
E. Creditors Holding Unsecured Priority Claims None
F. Creditors Holding Unsecured
Nonpriority Claims
Chrysler LLC 2,099,756,305
Export Development Canada 673,307,785
Others 73,868,067
TOTAL SCHEDULED LIABILITIES $16,159,688,702
===========================================================
CHRYSLER LLC: Int'l Corp.'s Statement of Financial Affairs
----------------------------------------------------------
Ronald Kolka, chief executive officer of Chrysler LLC, informed
the U.S. Bankruptcy Court for the Southern District of New York
that Chrysler International Corporation recorded this income from
its business operations:
Amount Period
------ ------
$445,030,801 Fiscal YTD 2009
$5,371,018,129 Fiscal 2008
$8,042,306,441 Fiscal 2007
The chief executive said that Chrysler International also recorded
income and loss other than from the operation of its business:
Amount Period
------ ------
($48,582,353) Fiscal YTD 2009
$21,207,356 Fiscal 2008
$31,556,037 Fiscal 2007
Mr. Kolka disclosed that within 90 days before its bankruptcy
filing, the company paid $7,694,822 to 64 creditors. A list of
the 90-day pre-bankruptcy payments is available for free at:
http://bankrupt.com/misc/ChryslerPaymentCreditorCIC.pdf
Chrysler International also made gifts worth $938 to six employees
within one year prior to its bankruptcy. Meanwhile, Germany-based
Daimler AG made a set-off in the sum of $59,936,870, within 90
days before the petition date.
Chrysler LLC has 100% stock ownership of Chrysler International.
About Chrysler LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products. With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.
Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: Jones Day Charges $1.88 Mil. for July Work
--------------------------------------------------------
Professionals retained in connection with Old CarCo LLC's
bankruptcy cases filed applications for payment of fees and
reimbursement of expenses for the specified period:
Professional Applicable Period Fees Expenses
------------ ----------------- ---- --------
Jones Day July 2009 $1,882,113 $300,190
Mesirow Financial July 2009 1,444,020 50,986
Consulting LLC
Kramer Levin July 2009 968,198 40,666
Naftalis & Frankel
LLP
Capstone Advisory July 2009 828,785 74,313
Group LLC
PricewaterhouseCoopers Apr. 30 to 641,339 25,724
LLP May 2009
June to 461,701 19,084
July 2009
Pachulski Stang Ziehl July 2009 276,582 26,744
& Jones LLP
Schulte Roth & July 2009 88,296 18,941
Zabel LLP
Cahill Gordon & July 2009 17,284 600
Reindel LLP
Dykema Gossett July 2009 828 88
PLLC
About Chrysler LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products. With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.
Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: Terminated Dealers Complain Over Chrysler Nonpayment
------------------------------------------------------------------
At least 20 of the 789 dealers cut off by Chrysler complained that
they have not been paid money owed to them by the automaker,
according to Fox Business.
National Automobile Dealers Association has reportedly received
multiple complaints from dealers, claiming that they have not been
paid money, which Chrysler owes them from the final sales they
made before they were cut off by the automaker.
"This situation is unacceptable. The dealers got 26 days notice
they would be closing. It's been two months now and to not pay
dealers even a portion of what they are owed is outrageous," Fox
Business quoted NADA spokesman Jim Moors as saying.
"Dealers are entitled to their money. The dealers have suffered
enough," Mr. Moors said.
In a statement to Fox Business, Chrysler, however, maintained that
dealers will receive all money owed to them.
"All dealers will be paid monies due to them for incentives and
warranty work," the company said in the statement. "On July 28
Chrysler notified its former dealers that the payments were
delayed, due to unforeseen complexities as a result of the
bankruptcy reorganization but they will receive final monies due
to them."
Chrysler terminated its agreements with 789 dealers, hoping that
the smaller network would be more efficient and would help the
remaining dealers become healthier operations. The termination
was part of its deal with Fiat S.p.A., the Italy-based automaker,
which acquired most of the assets of Chrysler.
NYSADA Demands Payment of Admin. Claims
Robert Vancavage, president of the New York State Automobile
Dealers Association, wrote to the Court on behalf of certain
members of the association, who are experiencing financial
difficulties and the real possibility of these companies going
into bankruptcy.
In his letter, Mr. Vancavage says his concern is in regard to the
28 Chrysler/Dodge/Jeep dealers from the state of New York, who
were recently terminated during the Debtors' bankruptcy
proceedings.
"These loyal dealers did everything that they could to help the
manufacturer prior to bankruptcy by taking extra new vehicle
inventory and performing warranty repair services right up to the
time of their terminations," Mr. Vancavage tells the Court. "The
real problem is that while Chrysler was in bankruptcy, these
dealers continued selling and servicing new vehicles with the
promise that because these were deemed administration charges that
they would be paid by the court in short order," he avers.
Administrative charges include rebates, warranty credits, parts
returns, and other miscellaneous credits.
The terminated dealers subsequently learned that there is no
certain date on which they will be reimbursed for all of the
expenditures, which in some cases ranging as high as several
hundred thousand dollars, Mr. Vancavage relates.
"Please recognize that many of these dealers are on the verge of
bankruptcy and desperately need this money to move on with their
lives as used car dealers or to create another viable business
venture," Mr. Vancavage asserts. "I respectfully request that the
court press Chrysler to release these administrative funds to the
terminated Chrysler dealers," he pleads.
Chrysler Will Advance Dealers Monies For Car Claims
Chrysler Group LLC announced August 20 it will advance its
Chrysler, Jeep and Dodge dealers monies for Car Allowance Rebate
System (CARS, more commonly known as Cash for Clunkers) claims
submitted.
While the U.S. Department of Transportation is making progress in
processing submitted claims, by advancing the monies it will allow
the company's dealers to better serve their customers, Chrysler
Group said.
About Chrysler LLC
Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge,
Mopar(R) and Global Electric Motors (GEM) brand vehicles and
products. With the resources, technology and worldwide
distribution network required to compete on a global scale, the
alliance builds on Chrysler's culture of innovation -- first
established by Walter P. Chrysler in 1925 -- and Fiat's
complementary technology -- from a company whose heritage dates
back to 1899.
Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's
product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.
Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company. As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler
had $1.9 billion in cash at that time.
In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat. Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC. Fiat has a 20
percent equity interest in Chrysler Group.
Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CINCINNATI BELL: Fitch Affirms Issuer Default Rating at 'B+'
------------------------------------------------------------
Fitch Ratings has affirmed Cincinnati Bell Inc.'s Issuer Default
Rating at 'B+', and the Rating Outlook remains Stable. In
addition, Fitch has affirmed the company's other ratings and its
subsidiary ratings as listed at the end of this release.
The affirmation of CBB's 'B+' IDR reflects Fitch's expectation for
leverage to approach 4.2 times (x) in 2009 -- and decline
moderately thereafter to below 4.0x in 2011 -- and the lower level
of business risk associated with the company's business model
which integrates the wireline and wireless businesses.
Competition is prevalent in each of its major business segments
but through ongoing efforts to diversify revenues and investment
in growth areas CBB was able to produce consistent revenue and
EBITDA growth through the end of 2008. In the first half of 2009,
economic and competitive pressures have had a moderately negative
effect on consolidated revenues, as revenues have declined 1.8%
(when volatile, but low-margin data center related equipment sales
are excluded). The effect on EBITDA has been mitigated by
aggressive cost controls. Fitch expects free cash flow in 2009 to
be slightly less than the $152 million generated in 2008, but
still remain strong at 10% of revenues. A portion of free cash
flow generation has been devoted to continued debt reduction.
Constraining factors in the company's ratings include the
continuing competitive pressure on its wireline business and, more
recently, its wireless operations, and its $150 million stock
repurchase program which expires in early 2010.
CBB's operating strategy focuses on defending and growing its
wireline, wireless and technology solutions segments. Growth in
the wireline data, wireless, and technology solutions business has
offset the effects of competition for voice services so that in
the first half of 2009, local wireline voice services revenues
were 26% of consolidated revenues, versus 40% in 2005. Revenues
provided to business customers grew from 53% in 2005 to 59% by the
end of 2008.
CBB's investments in its data center business have contributed to
the growth in revenues from business customers and have
strengthened its competitive position in the enterprise market.
For CBB, the data center business has provided a growing source of
revenue with relatively attractive returns; contracts are
typically for 10 to 15 years and contain escalator clauses. CBB
is also able to gain ancillary revenues from transport services
and hardware sales.
CBB's 'BB-' senior unsecured rating reflects the subordination to
the company's senior secured debt and the Cincinnati Bell
Telephone Co. notes. At the end of the second quarter of 2009,
the capital structure reflected approximately $516 million in CBT
notes, secured CBB notes and credit facility debt that was senior
to CBB's senior unsecured debt. The notching of the senior
secured debt above the senior unsecured debt is indicative of the
anticipated recovery by the senior secured debt holders and their
first-priority claim on the economic interests of CBT and
Cincinnati Bell Wireless.
CBB reported total debt outstanding of $1.929 billion at the end
of the second quarter of 2009, a decrease of $31.7 million from
year-end 2008. Liquidity is mainly provided by its credit
facility and free cash flow generation, as cash at June 30, 2009,
was nominal at $2.6 million. As of the end of the second quarter
of 2009, $153.3 million was available on its $210 million secured
revolving credit facility. Fitch estimates the company could
generate approximately $125 million to $130 million in free cash
flow in 2009. CBB also has a $115 million accounts receivable
securitization program, of which $89 million was outstanding (the
maximum permitted) as of June 30, 2009.
Near-term maturities are nominal and primarily consist of capital
leases and the $0.5 million quarterly amortization of the term
loan B; there are no significant maturities until the fourth
quarter of 2011, when the term loan B amortization accelerates at
$50.3 million per quarter through the final payment of the unpaid
balance on Aug. 31, 2012. Also in 2012, the accounts receivable
program matures in March, and the revolving credit facility
matures on Aug. 31, 2012.
The credit facilities contain a 4.5x leverage covenant, which
declines to 4.25x on June 30, 2010. Investors should note that
the company's 7-1/4% notes due in 2013 are callable as of July
2008. The notes contain the most restrictive covenants of the
debt in CBB's capital structure with regard to restricted
payments.
In 2009, Fitch estimates capital spending will approximate
$225 million. The ultimate level of capital spending will depend
on the anticipated demand for capacity in CBB's three business
segments. Fitch notes that in the data center business CBB
manages capacity additions with an eye toward maintaining high
rates of utilization.
Ratings are affirmed:
Cincinnati Bell, Inc.
-- IDR 'B+';
-- Senior secured credit facility 'BB+/RR1';
-- $50 million senior secured notes 'BB+/RR1';
-- $694 million senior notes 'BB-/RR3';
-- $571 million senior subordinated notes 'B/RR5';
-- $129 million convertible preferred stock 'B-/RR6'.
Cincinnati Bell Telephone;
-- IDR 'B+';
-- $230 million senior unsecured notes 'BB+/RR1'.
The Outlook for all ratings is Stable.
CIT GROUP: Defers Interest Payments on Bonds Due 2067
-----------------------------------------------------
CIT Group Inc. said in a regulatory filing that it is deferring
interest payments on subordinated bonds due in 2067.
On August 31, 2009, CIT Group provided a Notice of Continuance of
Trigger Period to the holders of the Company's junior subordinated
notes due March 15, 2067 issued pursuant to the Indenture dated as
of January 20, 2006, as amended and supplemented by the First
Supplemental Indenture, dated as of January 31, 2007, between the
Company and The Bank of New York, as successor to JPMorgan Chase
Bank, N.A., as trustee, with respect to the continuance of a
Trigger Period.
As set forth in the Notice, a Trigger Event occurred requiring the
Company to use commercially reasonable efforts to execute the
Alternative Payment Mechanism to satisfy the September 15, 2009
interest payment. The Company is not able to execute the APM and
therefore the Company is required to mandatorily defer interest on
the Notes. Accordingly, the Company provided Notice of deferral
for the September 15, 2009 interest payment to the holders of the
Notes. Subject to the terms of the Indenture, deferred interest
will continue to accrue and compound, as applicable, until payment
is made.
Restructuring Plan
CIT in early August announced a restructuring of its liabilities
to provide additional liquidity and further strengthen its capital
position. CIT said in a Form 10-Q filing with the Securities and
Exchange Commission that it intends to pursue its restructuring
plan outside of the Bankruptcy Court.
The Company's restructuring plan includes various scenarios, some
of which reflect possible asset or business sales. As part of its
restructuring plan, the Company obtained a $3 billion loan and
commenced a cash tender offer for its $1 billion outstanding
floating-rate senior notes due August 17, 2009. CIT said that the
tender offer met minimum requirements as 59.81% of the total notes
outstanding were tendered. CIT offered $875 per $1,000 principal
amount of the notes.
The Company admitted it may need to seek relief under the U.S.
Bankruptcy Code if its restructuring plan is unsuccessful, or if
the steering committee of bondholders is unwilling to agree to an
out-of-court restructuring. This relief may include (i) seeking
bankruptcy court approval for the sale of most or substantially
all of our assets pursuant to Section 363(b) of the Bankruptcy
Code; (ii) pursuing a plan of reorganization; or (iii) seeking
another form of bankruptcy relief, all of which involve
uncertainties, potential delays and litigation risks.
About CIT Group
CIT Group Inc. -- http://www.cit.com/-- is a bank holding company
with more than $60 billion in finance and leasing assets that
provides financial products and advisory services to small and
middle market businesses. Operating in more than 50 countries
across 30 industries, CIT provides an unparalleled combination of
relationship, intellectual and financial capital to its customers
worldwide. CIT maintains leadership positions in small business
and middle market lending, retail finance, aerospace, equipment
and rail leasing, and vendor finance. Founded in 1908 and
headquartered in New York City, CIT is a member of the Fortune
500.
As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.
As reported by the TCR on August 19, 2009, Fitch Ratings has
downgraded CIT Group Inc.'s Issuer Default Rating to Restricted
Default (RD) from 'C' following completion of the company's bond
tender offer, which covered the purchase of 59.81% of the
company's $1 billion floating rate senior secured notes.
For the same reason, Standard & Poor's Ratings Services lowered
its long-term counterparty credit rating on CIT Group Inc. to 'SD'
(selective default) from 'CC'.
COFFEYVILLE RESOURCES: S&P Gives Stable Outlook on 'B' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Kansas-
based petroleum refiner Coffeyville Resources LLC to stable from
negative. At the same time, S&P affirmed its ratings on the
company, including the 'B' corporate credit rating and the 'BB-'
issue rating on its senior secured credit facilities. The '1'
recovery rating on the senior secured facilities remains
unchanged, indicating S&P's expectation for a full recovery of
principal in a payment default.
The outlook revision reflects Standard & Poor's improved
expectation of Coffeyville's cash available for debt service. The
anticipated increase is due to several factors:
* Repayment of the J. Aron deferred obligations;
* Continued margin realization due to a discounted crude supply
slate (crude differential) that the company has been able to
maintain despite a sector-wide compression;
* The wind down of the cash flow swap which has locked in lower
margins than would have otherwise been realized; and
* Cheaper crude feedstocks held in storage which benefit from a
steep forward price curve (contango) that add to the company's
crude differential, although this is not expected to be a long
term feature.
However, if market conditions for either gasoline or fertilizer
weaken without a corresponding improvement in distillate margins,
it could pressure the company's financial covenants, and reduce
cash sweeps.
COLONIAL BANCGROUP: Court Wants More Info on Disposition of Assets
------------------------------------------------------------------
Bloomberg News reports that the Hon. Adalberto Jordan of the U.S.
Bankruptcy Court for the Middle District of Alabama has requested
more information about the disposition of Colonial BancGroup
Inc.'s assets, which are now owned by the Federal Deposit
Insurance Corp. as receiver.
Lauren B. Cooper at Birmingham Business Journal relates that Bank
of America filed two weeks ago -- before Colonial's bankruptcy
filing -- a lawsuit seeking to freeze the assets because it was
the collateral agent for $1 billion in Colonial loans. Bloomberg
News states that the request was granted, and about $1 billion of
Colonial's was frozen.
Judge Jordan, saying that the FDIC couldn't dispose of assets
Colonial didn't own, has ruled to keep the assets frozen until the
end of Monday, Bloomberg states.
Headquartered in Montgomery, Alabama, The Colonial BancGroup
(NYSE: CNB) is a financial services company that provides
diversified services, including retail and commercial banking,
wealth management services, mortgage banking and insurance
products. The BancGroup derives substantially all of its income
from Colonial Bank, N.A (Colonial Bank) its banking subsidiary.
Colonial bank -- http://www.colonialbank.com/-- operates 354
branches in Florida, Alabama, Georgia, Nevada and Texas with over
$26 billion in assets.
BancGroup posted a net loss of $606 million, or $3.02 per common
share, in the quarter compared to a net loss of $168 million, or
$0.86 per common share, in the 1st quarter of 2009.
Colonial BancGroup filed for Chapter 11 bankruptcy protection on
August 25, 2009 (Bankr. M.D. Ala. Bankr. Case No. 09-32303). W.
Clark Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP assist the Company in
its restructuring efforts. The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.
COMMERCIAL ALLOYS: Reserve Management to Revive Scrapyard
---------------------------------------------------------
Paul Schaffer at AMM.com reports that a Reserve Management Group
subsidiary in Twinsburg, Ohio, has started a revival program for
Commercial Alloys Corp.'s scrapyard.
AMM.com quoted Mr. Steve Joseph, a partner in the Reserve
Management unit, as saying, "We've been relatively successful
rebuilding the industrial supply base" for Twinsburg's scrap.
Twinsburg, Ohio-based Commercial Alloys Corporation and its
affiliate filed for Chapter 11 bankruptcy protection on
November 26, 2008 (Bankr. N.D. Ohio Case No. 08-64060). Marc
Merklin, Esq., at Brouse McDowell, LPA, assists the Debtors in
their restructuring efforts. Commercial Alloys listed $10,000,000
to $50,000,000 in assets and $50,000,000 to $100,000,000 in debts.
COOPER-STANDARD: Wins Final Court Approval of $175 Million Loan
---------------------------------------------------------------
Cooper-Standard Holdings Inc., won final approval from the U.S.
Bankruptcy Court for the District of Delaware to borrow as much as
$175 million, Michael Bathon at Bloomberg News reported.
The DIP Lenders consist of the Debtors' Prepetition Secured
Lenders, who have consented to the priming of their prepetition
liens by the DIP Facility.
The Debtors assert that the implementation of the DIP Facility is
also (i) critical to sustaining their foreign operations, which
are part of their integrated business, and (ii) is necessary for
them to meet the needs of their customers.
"The DIP Facility, therefore, in all likelihood, provides the
only option for the Debtors to address their immediate
pospetition financing needs," Eric Mendelsohn, a managing
director at Lazard Freres & Co. LLC, informed Judge Walsh in his
9-page declaration filed in Court.
Salient Terms
Borrowers Cooper-Standard Automotive Inc. or the U.S.
Borrower; Cooper-Standard Automotive Canada
Limited or the Canadian Borrower; and any
additional foreign subsidiary of the U.S. Borrower
that becomes an additional borrower under the DIP
Facility.
Other
Parties Deutsche Bank Trust Company Americas as DIP Agent
and Documentation Agent; Banc of America Securities
LLC, UBS Securities LLC, and General Electric
Capital Corporation as Co-Syndication Agents;
Deutsche Bank Securities Inc. and General Electric
Capital Corporation as Joint Lead Arrangers and
Book Runners; and BofA Securities and UBS
Securities as Co-Arrangers.
Guarantors The U.S. Guarantors are composed of Cooper-Standard
Holdings and its wholly owned (i) domestic
subsidiaries other than U.S. Finco, and (ii)
subsidiaries incorporated or organized under the
laws of Mexico, Brazil, and the Netherlands.
Obligations of the Canadian Borrower are guaranteed
by U.S. Finco.
Obligations of the Additional Foreign Borrower will
be guaranteed by the U.S. Guarantors, U.S. Finco,
the Canadian Borrower, and foreign Subsidiaries of
Cooper-Standard Holdings designated in the
Additional Borrower Designation Agreement.
Facility The Initial DIP Facility in an aggregate principal
amount of $175,000,000 and an Incremental DIP
Facility in an aggregate principal amount of
$25,000,000. The Initial DIP Facility will consist
of a Tranche A Term Loan drawn by the U.S.
Borrower, a Tranche B Term Loan drawn by the
Canadian Borrower, and, if applicable, a Tranche C
Term Loan drawn by the Additional Foreign Borrower.
In the event an Additional Foreign Borrower is
designated, the amount of the Tranche C Term Loan
will be specified in the Additional Foreign
Borrower Designation Agreement and will reduce,
on an aggregate basis, dollar-for-dollar the
commitments under the Tranche A Term Loan or the
Tranche B Term Loan.
Availability The Debtors are seeking to borrow $35,000,000 after
entry of the Interim Order and an additional
$125,000,000 on the Final Order Entry Date in order
to continue their operations and administer their
Cases. The Debtors will then have an additional
$25,000,000 to borrow if committed to by DIP
Lenders, upon request by the Borrowers.
Use of
Proceeds Will be used for working capital requirements and
general corporate purposes of each of the Borrowers
and their subsidiaries.
Maturity
Date The earliest of: (i) the date that is nine months
after the Interim Order Entry Date, (ii) the first
date on which a plan of reorganization or plan
of liquidation under Chapter 11 of the Bankruptcy
Code is confirmed by the Court and a plan under
proceedings in the Ontario Superior Court of
Justice in Canada (Commercial List) pursuant to
Canada's Companies' Creditors Arrangement Act is
approved by the requisite creditors of the Canadian
Borrower and the Canadian Court, (iii) the date
that is 30 days after the Interim Order Entry Date
if the Final Order Entry Date will not have
occurred by that date, and (iv) the acceleration
of DIP Loans occurring under Section 11 of the DIP
Credit Agreement.
Interest Loans under the DIP Credit Agreement will bear
interest at a rate per annum equal to (i) LIBOR
(with a LIBOR floor of 3%) plus 10% or (ii) a base
rate based on the higher of the federal funds
overnight rate plus 0.5% and the prime lending rate
(with a floor of 4%) plus 9%. Overdue principal
and interest will bear interest at a default rate
of 2% over the applicable rate as determined under
the terms of the DIP Credit Agreement. In
addition, the DIP Credit Agreement will obligate
the DIP Borrowers to pay agency, up-front and exit
fees to the DIP Agent and the lenders, as
applicable.
Budget Commencing on the Effective Date, and every fourth
week thereafter, a 13-week rolling cash flow
forecast detailing cash receipts and cash
disbursements on a weekly basis broken down for (i)
the U.S. Credit Parties and (ii) the Canadian
Credit
Parties for the next 13 weeks; and commencing with
the first 13-Week Budget due after September 1,2009
(excluding U.S. Finco), broken down by (x) the U.S.
Credit Parties, (y) the Canadian Credit Parties
(excluding U.S. Finco), and (z) all other
Subsidiaries, and by week and aggregated by
country, including anticipated uses of the DIP
Facility, in each case in substance satisfactory to
the Required Lenders in their sole discretion.
Milestones (1) a motion seeking approval of a disclosure
statement for a Chapter 11 plan of
reorganization proposing to pay all obligations
under the DIP Facility in full in cash on the
effective date of the plan must be filed before
the 70th day before the Maturity Date;
(2) a motion seeking approval for the circulation
to the requisite creditors of the Canadian
Borrower of a plan of compromise or arrangement
that proposes to pay all obligations under
the DIP Facility in full in cash on the
effective date of the plan must be filed before
the 60th day before the Maturity Date;
(3) an order approving the Disclosure Statement
must be entered before the 45th day before the
maturity date;
(4) the Plan must be confirmed before the 10th day
before the Maturity Date and the CCAA Plan must
be approved by the requisite creditors of the
Canadian Borrower before the 15th day before
the Maturity Date and by the Canadian Court
before the 5th day before the Maturity Date;
and
(5) the Plan and the CCAA Plan must be consummated
and become effective and fully implemented
before the Maturity Date.
As security for all borrowings under the DIP Facility, the
Debtors propose to grant the DIP Lenders a superpriority
administrative claim and a first priority lien on and security
interest in substantially all of their assets, subject to the
Carve-Out, Permitted Liens and, until entry of the Final Order,
Avoidance Actions.
A full-text copy of the DIP Credit Agreement is available for
free at http://bankrupt.com/misc/CSDIPCreditAgreemnt.pdf
A full-text copy of an organizational chart highlighting the
borrowers and guarantors under the DIP Facility is available for
free at http://bankrupt.com/misc/CSDIPChart.pdf
A full-text copy of the initial 13-Week Budget is available for
free at http://bankrupt.com/misc/CSCashFlowProj.pdf
About Cooper-Standard
Cooper-Standard Automotive Inc., headquartered in Novi, Mich., is
a leading global automotive supplier specializing in the
manufacture and marketing of systems and components for the
automotive industry. Products include body sealing systems, fluid
handling systems and NVH control systems. The Company is one of
the leading suppliers of chassis products in North America, with
about 14% of market share. The Company's main customers include
Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen,
BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive -- http://www.cooperstandard.com/
-- employs approximately 16,000 people globally with more than 70
facilities throughout the world. Cooper-Standard is a privately-
held portfolio company of The Cypress Group and Goldman Sachs
Capital Partners Funds.
Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor. Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.
The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.
Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
CYNERGY DATA: Files Chapter 11 to Sell to ComVest Group
-------------------------------------------------------
Cynergy Data has voluntarily initiated proceedings under Chapter
11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in
Delaware and is pursuing a sale process under Section 363 of the
Bankruptcy Code.
Cynergy Data has entered into an asset purchase agreement with
"stalking horse" bidder Cynergy Holdings, LLC, an affiliate of The
ComVest Group, a private investment firm focused on providing debt
and equity solutions to middle market companies, to buy
substantially all of the company's assets. The asset sale is
subject to an auction and Bankruptcy Court approval.
The sale process is expected to enable a sale of the business to
ComVest or any higher and better bidder approved by the bankruptcy
court on an accelerated basis, thereby creating a financially
stronger business entity with less debt and more economies of
scale that is better positioned for the future. Cynergy Data
expects to complete the sale process in 90 days or less.
Cynergy Data's operations are open and the company is providing
uninterrupted services to its network of independent sales
organizations and merchants during its restructuring and sale
process. The company plans to conduct business as usual through
the process and has asked for court approval to continue paying
vendors, employees, ISOs and merchants in the ordinary course. At
the conclusion of the bankruptcy sale process, Cynergy Data will
emerge as a dynamic standalone company that will receive strong
financial backing from ComVest.
According to Marcelo Paladini, chief executive officer of Cynergy
Data, the Chapter 11 process will allow the company to continue
providing its merchant credit card processing services while the
business completes a structured sale of the company's assets. "We
are grateful for the continuing support of our employees, vendors,
merchants and independent sales organizations as we undertake our
restructuring process. We expect to emerge from this process as a
new company with a much stronger financial position focused on
continuing to provide excellent, cost-effective solutions to our
merchants and ISO partners," he added.
ComVest also anticipates tremendous opportunities for Cynergy
Data. "ComVest is excited to partner with Cynergy Data to help
the company restructure debt and emerge as a leading acquirer. We
believe that Cynergy has a significant competitive advantage in
its processing business offering superior service and technology
to its many merchants and ISO partners. As a firm that has a
great deal of experience in payments processing, we are committed
to Cynergy's success in the future and look forward to partnering
with Cynergy's management team in serving the industry for many
years to come," said Pete Kight, managing partner, ComVest.
Cynergy Data has secured a commitment from its existing lenders
for so-called Debtor-in-Possession (DIP) financing which it
believes will provide ample liquidity to meet its ongoing
obligations during the sale process. The company has filed
customary "First Day" motions seeking Bankruptcy Court approval of
various types of relief designed to support its employees,
customers and suppliers during the sale process, including motions
to allow the company to continue to pay suppliers under normal
terms for goods and services; to pay its employees in the usual
manner and to continue their benefits; to continue performing its
obligations to merchants and ISOs without disruption; and to
approve an auction and sale process.
Additional information on the restructuring is available on the
Company's Web site at
http://www.cynergydata.com/restructuring
About The ComVest Group
The ComVest Group is a leading private investment firm focused on
providing debt and equity solutions to middle-market companies
with enterprise values of less than $350 million. Since 1988,
ComVest has invested more than $2 billion of capital in over 200
public and private companies worldwide. Through its extensive
financial resources and broad network of industry experts, ComVest
offers its portfolio companies total financial sponsorship,
critical strategic support, and business development assistance.
ComVest additionally owns controlling interest in Pipeline Data,
CardAccept, AirCharge, SecurePay and Northern Merchant Services;
all credit card merchant servicing organizations.
About Cynergy Data
Launched in 1995, Cynergy Data is a merchant credit card
processing service provider that gives business owners excellent
customer support and unparalleled merchant services. The company
emphasizes honest, service-oriented business practices and
customer-friendly products and services. During the past 14
years, Cynergy Data has rapidly expanded from a two-person
operation to one that employs over 130 service-oriented team
members. Headquartered in New York City, Cynergy Data manages a
portfolio of nearly 80,000 merchants processing in excess of $10
billion annually. Marcelo Paladini owns 92% of Cynergy.
The Company and two affiliates -- Cynergy Data Holdings, LLC,
and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on
September 1, 2009 (Bankr. D. Del. Case No. 09-13038).
The Company's legal advisor is Nixon Peabody LLP; its financial
and restructuring advisor is CM&D Management Services LLC; its
industry expert is Unicorn Partners, LLC; and its investment
bankers are Stifel, Nicolaus & Company and Peter J. Solomon
Company. Aside from Nixon peabody, Pepper Hamilton LLP has been
hired as bankruptcy and restructuring counsel. Charles D. Moore
of Conway MacKenzie, Inc., serves as chief restructuring officer.
Kurtzman Carson & Consultants LLC serves as claims and notice
agent.
Cynergy Data said that it had assets of $109,546,132 against debts
of $186,183,032 as of June 30, 2009.
CYPRESSWOOD LAND: Judge Bohm Denies Debtor's Lawyer's Compensation
------------------------------------------------------------------
WestLaw reports that the denial of all compensation for fees and
expenses sought by the law firm of Beirne, Maynard & Parsons,
L.L.C., the Chapter 11 debtor's former counsel, including those
previously paid, which totaled $385,498.33, was an appropriate
remedy, a Texas bankruptcy court has determined. The firm failed
to prove that it disengaged itself from representing the debtor's
managing venturer, individually, while simultaneously representing
the debtor. The firm also failed to disclose to the court its
continued representation of the managing venturer, individually,
and its continued acceptance of payments from him. The firm's
final fee application was untimely filed, thus forever discharging
its claim pursuant to the terms of the plan. Finally, the court
reasoned, an agreement executed in connection with the debtor's
sale of real property improperly reached beyond the plan in
holding the managing venturer personally liable for the
administrative claim and post-confirmation fees owed to the firm.
In re Cypresswood Land Partners I, --- B.R. ----, 2009 WL 2447617
(Bankr. S.D. Tex.) (Bohm, J.).
In his capacity as an alleged creditor and 50% equity partner,
Stephen A. Morrow filed an involuntary Chapter 11 petition against
Cypresswood Land Partners, I (Bankr. S.D. Tex. Case No. 07-32437)
on April 4, 2007. On June 22, 2007, the Court entered an Order
for Relief. Vincent P. Slusher, Esq., at Beirne Maynard &
Parsons, LLP, in Dallas, represented Mr. Morrow prior to entry of
the order for relief and Cypresswood Land after entry of the
order for relief. The Debtor's Schedules and Statements indicated
that the Debtor owned four tracts of land valued at $10.3 million.
Following an evidentiary hearing, the Honorable Jeff Bohm
concluded that the land, pledged as collateral two secure
repayment of $6.2 million in loans from two lenders, is worth
$6.0 million.
DAILEY FARM: Meeting of Creditors Scheduled for September 25
------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in Dailey Farm, L.L.C.'s Chapter 11 case on Sept. 25, 2009, at
10:00 a.m. The meeting will be held at the City Hall, 1st Floor,
Municipal Courtroom, 232 North Queen Street, Martinsburg, West
Virginia.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Leesburg, Virginia-based Dailey Farm, L.L.C. filed for Chapter 11
on August 13, 2009 (Bankr. N.D. W. Va. Case No. 09-01813).
David A. Camilletti, Esq. at Campbell Miller Zimmerman, P.C.,
represents the Debtor in its restructuring efforts. In its
petition, the Debtor listed total assets of $10,934,927 and total
debts of $8,207,206.
DA-LITE SCREEN: Moody's Gives Negative Outlook on 'B1' Rating
-------------------------------------------------------------
Moody's Investors Service revised Da-Lite Screen Company, Inc.'s
ratings outlook to negative from stable. At the same time,
Moody's affirmed the company's debt ratings, including its B1
Corporate Family and Probability of Default Ratings, and the B1
rating on its senior, unsecured notes due May 2011. The SGL-2
Speculative Grade Liquidity Rating was also affirmed.
The outlook change to negative reflects Moody's concern that weak
economic conditions will continue to negatively impact Da-Lite's
sales volume and profitability, potentially depleting the cushion
under its currently solid credit metrics. For the first half of
2009, Da-Lite reported a 25% decline in net sales, while EBITDA
margin declined over 350 basis points as volumes declined
significantly from a strong first half of 2008. The company
continues to generate positive free cash flow while reducing debt.
Nevertheless, Da-Lite's Debt/EBITDA deteriorated to 3.3x from 2.7x
at the end of 2008.
Da-Lite's B1 corporate family rating continues to reflect its very
small scale, narrow product line and increased competition from
low cost screen manufacturers, both in the U.S. and China, which
could cause longer-term erosion to its market share or pressure
operating margins, especially in lower sized screens. However,
the rating also reflects the expectation for good liquidity over
the next twelve months, supported by positive free cash flow and
revolver availability, and solid credit metrics with modest
cushion to absorb further weakening. The rating also reflects Da-
Lite's well-recognized brand name and leading market share in the
projection screen industry that help drive its double-digit
operating margins.
These ratings were affirmed:
-- Corporate Family Rating at B1
-- Probability of Default Rating at B1
-- Senior Unsecured Notes due May 2011 at B1 (LGD4, 51%)
-- Speculative Grade Liquidity rating at SGL-2
The ratings outlook is negative.
The last rating action on Da-Lite occurred on June 13, 2007, when
Moody's upgraded the company's CFR to B1 with a stable outlook.
Da-Lite Screen Company, Inc., headquartered in Warsaw, Indiana, is
a major manufacturer of projection screens which are distributed
worldwide. Revenues were approximately $145 million for the
latest twelve months ending July 3, 2009.
DBSD NORTH AMERICA: Space Systems Objects to Chapter 11 Plan
------------------------------------------------------------
Space Systems/Loral Inc. has asked the U.S. Bankruptcy Court for
the Southern District of New York to block DBSD North America
Inc.'s Chapter 11 restructuring plan, saying that the plan
violates the Bankruptcy Code by not allowing claims against third
parties, according to Law360.
T e Debtors have filed with the Court a proposed reorganization
plan, built upon the terms reached with noteholders. The
Bankruptcy Court will begin hearings to consider confirmation of
the Plan on September 9, 2009.
A full-text copy of the Plan, as twice amended, is available for
free at http://ResearchArchives.com/t/s?3f30
A full-text copy of the disclosure statement explaining the terms
of the Second Amended Plan is available for free at
http://ResearchArchives.com/t/s?3f2e
About DBSD North America
Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
The company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-
13061). James H.M. Sprayregen, Esq., Christopher J. Marcus, Esq.,
at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq.,
Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve
as the Debtors' counsel. Jefferies & Company is the proposed
financial advisors to the Debtors. The Garden City Group Inc. is
the court-appointed claims agent for the Debtors. When the
Debtors sought for protection from their creditors, they listed
between $500 million and $1 billion each in assets and debts.
DELTA FINANCIAL: Appeals Dismissal of Suit vs. Westchester
----------------------------------------------------------
Delta Financial Corp. filed a notice of appeal in the U.S.
District Court for the District of Delaware to overturn decisions
from a bankruptcy judge and a district court, both of which
dismissed the company's complaint against Westchester Surplus
Lines Insurance Co. and United States Fire Insurance Co. over
coverage obligations under directors and officers insurance
policies, according to Law360.
Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.
The Company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880). On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).
The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel. The
Debtors hired AlixPartners LLP as their claims agent. The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.
The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities. The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.
DEVELOPERS DIVERSIFIED: Tender Offers' Early Bird Deadline Expires
------------------------------------------------------------------
Developers Diversified Realty said the early participation period
in connection with its offers to purchase certain series of Notes
has expired.
The Company is seeking to purchase for cash these series of Notes
for an aggregate consideration of $200 million for the maximum
aggregate principal amount of its:
1. 5.00% Notes due 2010 and 4.625% Notes due 2010 available
for $70,000,000 (excluding accrued interest and subject to
increase);
2. 5.25% Notes due 2011 and 5.375% Notes due 2012 available
for $90,000,000 (excluding accrued interest and subject to
increase); and
3. 5.50% Notes due 2015 and 7.50% Notes due 2018 available
for $40,000,000 (excluding accrued interest and subject to
increase).
As of 5:00 p.m., New York City time, on August 27, 2009, the Early
Participation Deadline, the aggregate principal amount of each
series of Notes validly tendered and not validly withdrawn was:
Aggregate Principal
Notes Amount Tendered
------------------------- -------------------
2010 Notes
5.00% Notes due 2010 $89,420,000
4.625% Notes due 2010 $134,997,000
2011 and 2012 Notes
5.25% Notes due 2011 $75,222,000
5.375% Notes due 2012 $229,777,000
2015 and 2018 Notes
5.50% Notes due 2015 $88,389,000
7.50% Notes due 2018 $46,119,000
In each of the Tender Offers to purchase the Notes, the price will
be determined in accordance with a modified Dutch auction
procedure on the terms and conditions set forth in the Offer to
Purchase, dated August 13, 2009.
The Troubled Company Reporter on August 24, 2009, reported each
series of Notes and other information relating to the Tender
Offers:
Total
Consider-
Early ation
Outstanding Particip (Acceptable
Principal -ation Bid Price
Notes CUSIP No. Amount Payment Range)(1)(2)
----- --------- ------------ -------- ------------
2010 Notes 251591AL7 $193,574,000 $40 $960 - $990
5% Notes
due 2010
4.625% Notes
due 2010 251591AG8 $259,776,000 $40 $950 - $980
2011 and
2012 Notes
5.25% Notes
due 2011 251591AK9 $185,169,000 $40 $940 - $980
5.375% Notes
due 2012 251591AN3 $346,575,000 $40 $900 - $940
2015 and
2018 Notes
5.50% Notes
due 2015 251591AM5 $200,000,000 $40 $800 - $840
7.50% Notes
due 2018 25159NAW5 $100,000,000 $40 $830 - $870
(1) Per $1,000 principal amount of Notes that are accepted
for purchase.
(2) Includes the Early Participation Payment. The price at
the low end of the range constitutes the "Base Price" for
each series of Notes.
As described in the Offer to Purchase, Holders who validly
tendered (and did not validly withdraw) Notes pursuant to a Tender
Offer at or prior to the Early Participation Deadline will receive
the applicable "Total Consideration," including an early
participation payment of $40.00 per $1,000 principal amount of
Notes (the "Early Participation Payment") tendered in such Tender
Offer. Holders who validly tender Notes after the Early
Participation Deadline will not be eligible to receive the Early
Participation Payment.
Each Tender Offer is scheduled to expire at midnight, New York
City time, on September 11, 2009. Holders no longer have the right
to withdraw their tender of Notes.
The Tender Offers are conditioned upon the satisfaction or waiver
of certain conditions as described in the Offer to Purchase.
David Oakes, Developers Diversified's Senior Executive Vice
President of Finance and Chief Investment Officer, commented, "We
continue to work diligently on our de-leveraging plan. Retiring
debt at discounts to par value is one initiative in a multi-
faceted approach to improving our balance sheet. We look forward
to reporting additional progress in the coming months."
The Company has retained Goldman, Sachs & Co. to act as the dealer
manager for the Tender Offers and has retained Global Bondholder
Services Corporation to act as the information agent and
depositary for the Tender Offers. Questions regarding the Tender
Offers should be directed to Goldman, Sachs & Co. at (800) 828-
3182 (toll-free) or (212) 902-5183 (collect). Requests for
documentation relating to the Tender Offers should be directed to
Global Bondholder Services Corporation at (866) 952-2200 (toll-
free) or (212) 430-3774 (banks and brokers only).
Developers Diversified Realty -- http://www.ddr.com/-- as of June
30, 2009 owned and managed approximately 690 retail operating and
development properties in 45 states, plus Puerto Rico, Brazil and
Canada totaling approximately 151 million square feet. The
Company is a self-administered and self-managed real estate
investment trust operating as a fully integrated real estate
company which acquires, develops and leases shopping centers.
DRY CLEAN SUPER CENTERS: 2 Dallas, Fort Worth Units Up for Auction
------------------------------------------------------------------
National Commercial Auctioneers, LLC, launched the sealed bid
auction of two former Dry Clean Super Centers located in Ft. Worth
and Dallas, Texas.
"These properties are in like-new condition and have excellent
visibility on major thoroughfares," notes Alan Jones, Regional
Vice President and Broker on the sale. "Even better, the
properties are fully equipped so they are turn-key opportunities."
Given the large size of each property, they also have other retail
and business uses.
Both properties are fully equipped and ready to re-open as a dry
cleaning business. Constructed in 2002, the Ft. Worth, TX
property, located at 2840 Cleburne Road, is 3,040 +/- sq ft
located on nearly one acre of land. There is even room for more
building on the property. The Dallas property, located at 11609
East Northwest Hwy, contains 4,000 +/- sq ft and is located on
just over one-half acre.
The properties were acquired by the lender through foreclosure and
are being sold pursuant to the SBA Liquidation guidelines. The
sealed bids are due on September 10th @ 4:00 P.M. CST. The
properties will be available for inspection on Wednesday,
September 2nd from 11:00 A.M. to 2:00 P.M. and Wednesday,
September 9th from 11:00 A.M. to 2:00 P.M. To participate in the
sealed bid auction, the buyers must obtain the Property
Information Package and Bidding Procedures from the auction
company.
For more information about these lender-owner commercial
properties, contact National Commercial Auctioneers, LLC dba NCA
Auctioneers, LLC at 877-895-7077 or visit
http://www.natcomauctions.com/
About National Commercial Auctioneers
Based in Tulsa, Oklahoma, National Commercial Auctioneers is a
national real estate auction firm dedicated to the sale of
commercial properties for commercial lenders, bankruptcy trustees,
private equity funds, and for public and private companies
throughout the United States. NCA has the knowledge and expertise
to effectively deliver a market-driven auction for every type of
commercial property.
DTE ENERGY: Moody's Confirms 'Ba3' Rating on Senior Secured Bonds
-----------------------------------------------------------------
Moody's Investors Service has confirmed the Ba3 rating on DTE
Energy Center LLC's senior secured bonds and revised the outlook
to negative. This concludes the review for possible downgrade
that was initiated on December 15 and maintained when the bonds
were downgraded to Ba1 on February 27 and again to Ba3 on June 1.
Because of the specialized purpose of DTE Energy Center's assets
and the pass-through nature of the USAs, the project is
inextricably linked to the credit quality of the offtaker. The
negative outlook considers that DTE Energy Center's sole customer,
Utility Assets LLC, remains in bankruptcy together with Daimler
North America Corporation's continuing refusal to make the
termination payment demanded of it by DTE Energy Center pursuant
to Daimler North America's guarantee of UALLC's obligations under
its Utility Service Agreements with DTE Energy Center. This
subjects Daimler North America's commitment under the guarantee to
a high level of uncertainty in Moody's opinion. Nevertheless,
with the credit quality of the project's offtaker expected to
remain extremely weak even after the USAs are assigned, the
guarantee is the only form of credit strength remaining in the
transaction and is fundamental to the Ba3 rating.
UALLC is owned by Old CarCo, which is the new name for the former
Chrysler LLC. Old CarCo remains in bankruptcy, having transferred
most of its productive assets to the new Chrysler Group LLC.
Notwithstanding the bankruptcy, DTE Energy Center continues to
provide service to Old Carco and since the sale, Chrysler Group
LLC has been making capacity and O&M payments to DTE Energy Center
on behalf of Old CarCo. Daimler North America is a subsidiary of
Daimler AG (Daimler, rated A3 with a negative outlook).
DTE Energy Center, Old CarCo, and Chrysler are reportedly working
towards an agreement whereby seven of the eight USAs will be
assigned to and assumed by Chrysler. Management expects this
agreement to be executed shortly. No other changes to the
agreements are currently anticipated. Moody's notes that under
the guarantee, Daimler North America guarantees the obligations of
UALLC and OldCar Co and their successors and permitted assigns.
The document is silent on what constitutes a permitted assign and
does not address whether Daimler North America has any consent
rights regarding said assignment. It is uncertain whether the
company will receive an explicit acknowledgement from Daimler
North America that it remains bound by its obligations under the
guarantee following the assignment.
The eighth USA, covering assets located at the Sterling Heights
Assembly Plant, is not expected to be assigned. SHAP is still
owned by OldCar Co, which expects it to be shut down by early
2011. In the interim, Chysler is expected to continue to operate
the plant and make the associated service fee payments to DTE
Energy Center on OldCar Co's behalf. When the plant is shut down,
the USA will be terminated and DTE Energy Center will lodge
another claim for a termination payment against Daimler North
America. However, even if Daimler North America fails to make the
termination payment, cash flows from the remaining USAs should be
sufficient to service DTE Energy Center's debt. Moody's notes
that Daimler North America has not disputed its ultimate
obligation to make termination payments under the guarantee.
Rather, it has asserted that to-date the USAs have not been
properly terminated and therefore it is not obligated to make any
such payments. Daimler North America has paid all the claims made
against it for UALLC's pre-petition payables, which totaled
approximately $1.6 million.
The negative outlook also considers the implications of a lawsuit
that Old CarCo and Chrysler jointly filed against Daimler on
August 21 alleging that Daimler is refusing to fulfill its
contractual obligations to supply Chrysler with various key parts.
Daimler is expected to dispute the claim. In addition, Old
CarCo's creditors are also suing Daimler for fraud, asserting that
Daimler illegally transferred billions of dollars worth of assets
to itself from the former Chrysler prior to its sale of the former
Chrysler to Cerberus Capital in 2007. In Moody's opinion, the
litigious and antagonistic environment created by these lawsuits
increases the risk that Daimler may seek to dispute future claims
made against it under the guarantee, particularly in light of its
lack of any ongoing economic interest in the transaction.
While the rating is unlikely to be upgraded in the near to medium
term, the outlook could be revised to stable if the USAs are
assigned to and assumed by Chrysler as currently anticipated and
Daimler North America makes the termination payment associated
with the eighth USA in a timely manner upon its expected
termination in early 2011. The rating could face a potential
multi-notch downgrade if Daimler North America fails to make that
termination payment or if it disputes its continuing obligations
under the guarantee following the assignment of the remaining
USAs.
DTE Energy Center is a special purpose company created to own and
operate various utility-related assets acquired from UALLC. The
assets are located within eight of Chrysler's manufacturing
facilities in the United States and provide critical support
services for vehicle, part, and component manufacturing
operations. DTE Energy Center entered into separate 20-year USAs
for each facility with UALLC. The USAs are structured to provide
DTE Energy Center with protection from certain events outside its
control, including Chrysler's decision to close or sell any of the
manufacturing facilities or extended force majeure events. The
protection takes the form of required termination payments from
UALLC, which would be lump sum payments due within ten days in
amounts at least equal to the amount of debt associated with the
affected system. Daimler North America guarantees UALLC's payment
and performance obligations under the service agreements,
including the obligation to make termination payments.
DTE Energy Center's termination payment demand followed the
bankruptcy of UALLC and Chrysler. DTE Energy Center asserted that
UALLC's bankruptcy constituted an automatic termination event
under the service agreements. Because DTE Energy Center was
precluded from filing notice of termination against or making a
demand for a termination payment from UALLC by the automatic stay,
it demanded the termination payment directly from Daimler North
America.
The last rating action was on February 27, 2009, when DTE Energy
Center's rating was downgraded to Ba3 and kept under review for
possible further downgrade.
DTE Energy Center's rating was assigned by evaluating factors
believed to be relevant to the credit profile of the issuer such
as i) the business risk and competitive position of the issuer
versus others within its industry or sector, ii) the capital
structure and financial risk of the issuer, iii) the projected
performance of the issuer over the near to intermediate term, and
iv) the issuer's history of achieving consistent operating
performance and meeting budget or financial plan goals. These
attributes were compared against other issuers both within and
outside of DTE Energy Center's core peer group and DTE Energy
Center 's rating is believed to be comparable to ratings assigned
to other issuers of similar credit risk.
Headquartered in Ann Arbor, MI, DTE Energy Center is owned by
subsidiaries of DTE Energy Company (DTE: senior unsecured Baa2,
stable outlook) and The Goldman Sachs Group, Inc. (senior
unsecured A1, negative outlook), each of which holds a 50%
interest.
DUKE REALTY: Launches Discounted Offer for 3 Series of Notes
------------------------------------------------------------
Duke Realty Corporation's operating partnership Duke Realty
Limited Partnership has commenced cash tender offers to purchase a
portion of its outstanding notes. The terms and conditions of the
tender offers are described in the Operating Partnership's offer
to purchase dated August 31, 2009, and related Letter of
Transmittal.
The Operating Partnership expects to use cash on hand and
available borrowings under its revolving credit facilities, as
well as proceeds from asset sales and retained cash flow from
operations to consummate the Tender Offers.
Tender Offers
Upon the terms and subject to the conditions described in the
Offer to Purchase, the Letter of Transmittal and any amendments or
supplements to the foregoing, the Operating Partnership is
offering to purchase for cash:
(1) any and all of its 7.75% Senior Notes due 2009 and
the 5.25% Senior Notes due 2010; and
(2) up to the maximum aggregate principal amount of its 6.95%
Senior Notes due 2011, 5.625% Senior Notes due 2011,
5.875% Senior Notes due 2012 and 5.45% Senior Notes due
2012 that the Operating Partnership can purchase for
$50,000,000 (subject to increase in the Operating
Partnership's sole discretion),
in each case at a purchase price per $1,000 principal amount.
The Operating Partnership refers to its offer to purchase the Any
and All Notes as the "Any and All Tender Offer," its offer to
purchase the Maximum Tender Offer Notes as the "Maximum Tender
Offer" and both offers, collectively, as the "Tender Offers."
The Any and All Tender Offer will expire at 5:00 p.m., New York
City time, on September 11, 2009, and the Maximum Tender Offer
will expire at 11:59 p.m., New York City time, on September 28,
2009, in each case unless extended or earlier terminated.
Accept- Tender Early Total
Principal ance Offer Tender Consider-
Amount Priority Consider- Premium ation
Title of Notes Outstanding Level ation (1) (1) (1)(2)
----------- -------- --------- ------- ---------
Any and All
Tender Offer
7.75% Senior
Notes due 2009 $121,440,000 N/A $1,010.55 N/A N/A
CUSIP -
26441YAC1
5.25% Senior
Notes due 2010 157,728,000 N/A 1,012.50 N/A N/A
CUSIP -
26441YAE7
Maximum Tender
Offer
6.95% Senior $156,815,000 1 $1,012.50 $30.00 $1,042.50
Notes due 2011
CUSIP -
26441YAD9
5.625% Senior 218,347,000 2 998.75 30.00 1,028.75
Notes due
2011
CUSIP -
26441YAL1
5.875% Senior 150,000,000 3 997.50 30.00 1,027.50
Notes due
2012
CUSIP -
264411AB5
5.45% Senior 50,000,000 4 983.75 30.00 1,013.75
Notes due
2012
CUSIP -
26441QAD6
(1) Per $1,000 principal amount of Notes tendered.
(2) Includes Early Tender Premium.
The consideration for each $1,000 principal amount of each series
of securities validly tendered and accepted for purchase pursuant
to the Tender Offers will be the applicable consideration for such
series of securities set forth. Holders of Any and All Notes that
are validly tendered at or prior to the Any and All Notes
Expiration Date and are accepted for purchase will receive the
applicable Tender Offer Consideration. Holders of Maximum Tender
Offer Notes that are validly tendered at or prior to 5:00 p.m.,
New York City time, on September 14, 2009, and accepted for
purchase will receive the Tender Offer Consideration for such
series, plus the applicable early tender premium set forth.
Holders of Maximum Tender Offer Notes tendered after the Early
Tender Date but before the Maximum Tender Offer Expiration Date
and accepted for purchase will receive the applicable Tender Offer
Consideration, but not the Early Tender Premium.
Payments for securities purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of securities up to, but not
including, the applicable settlement date. The settlement dates
are expected to be one business day following the expiration date
of the applicable Tender Offers.
The amount of Maximum Tender Offer Notes that are purchased in the
Maximum Tender Offer will be determined in accordance with the
priorities identified in the column "Acceptance Priority Level" as
set forth. If the aggregate Total Consideration and Tender Offer
Consideration with respect to all Maximum Tender Offer Notes that
are validly tendered exceeds the Maximum Payment Amount, the
Maximum Tender Offer Notes will be purchased in accordance with
the acceptance priority level (in numerical priority order) as set
forth.
Maximum Tender Offer Notes may not be withdrawn from the Maximum
Tender Offer after 5:00 p.m., New York City time, on September 14,
2009 and Any and All Notes may not be withdrawn from the Any and
All Tender Offer, unless, in either case, the Operating
Partnership (x) amends the terms of the applicable Tender Offer to
(i) decrease the amount of the applicable Total Consideration or
the Tender Offer Consideration or (ii) decrease the applicable
maximum aggregate amount of Notes it is seeking to repurchase or
(y) is otherwise required by law to permit withdrawal, in which
case withdrawal rights will be extended as the Operating
Partnership determines appropriate to allow tendering Holders a
reasonable opportunity to respond to such amendment, or as
otherwise required by law. In the event of a termination of a
Tender Offer, the securities tendered pursuant to that Tender
Offer will be promptly returned.
The Operating Partnership's obligation to accept for payment and
to pay for the securities in any of the Tender Offers is subject
to the satisfaction or waiver of a number of conditions. The
Tender Offers are not, however, conditioned on any minimum amount
of securities being tendered.
The complete terms and conditions of the tender offers are set
forth in the Offer to Purchase and Letter of Transmittal. Holders
are urged to read the Tender Offer documents carefully before
making any decision with respect to the Tender Offer. Copies of
the Offer to Purchase and Letter of Transmittal may be obtained
from D.F. King & Co., Inc., the Information Agent for the Tender
Offer, at (800) 848-3416 (toll-free) or (212) 269-5550 (collect).
Questions regarding the Tender Offer may be directed to Wells
Fargo Securities, dealer manager for the Tender Offers, at (866)
309-6316 (toll-free) or (704) 715-8341 (collect).
About Duke Realty
Duke Realty Corporation -- http://www.dukerealty.com/-- owns and
operates roughly 136 million rentable square feet of industrial
and office space in 20 U.S. cities. Duke Realty Corporation is
publicly traded on the NYSE under the symbol DRE and is listed on
the S&P MidCap 400 Index.
ELECTRIC STICK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Electric Stick, Inc.
dba Marvaso's Italian Grille
fdba The Stick Cafe
c/o George A. Marvaso
40010 Crosswinds
Novi, MI 48375
Bankruptcy Case No.: 09-67103
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Marci B. McIvor
Debtor's Counsel: Matthew J. Vivian, Esq.
496 W. Ann Arbor Trail, Suite 102
Plymouth, MI 48170
Tel: (734) 446-0340
Email: matt@vivianlaw.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb09-67103.pdf
The petition was signed by George A. Marvaso, president of the
Company.
ELYRIA FOUNDRY: Moody's Cuts Corporate Family Rating to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
and probability of default rating for Elyria Foundry LLC to Caa2
from Caa1. The rating outlook is negative. This concludes the
review for downgrade initiated in conjunction with the downgrade
of Elyria's CFR to Caa1 from B2 on May 26, 2009.
The downgrade reflects Moody's intensifying concerns about the
company's ability to sustain its current capital structure amidst
the pronounced erosion in demand for castings. Elyria reported an
over 30% sequential decline in sales and EBITDA in the second
quarter with weakness across virtually all end markets. Backlog
continued to decline sharply as new order volumes remained weak.
Moody's does not expect a meaningful recovery in demand across
Elyria's end markets (energy, infrastructure, and industrial) in
the near-term. As a result, given its very small size with
revenues likely to be under $100 million in 2009, Moody's expect
Elyria could be challenged to generate sufficient cash flow to
support its current capital structure.
These challenges are also reflected in Moody's view of the
company's current weak liquidity profile. While Elyria has thus
far been successful in mitigating cash consumption due to its
variable cost structure, restructuring efforts, and the unwind of
working capital, Moody's expects that the company could face
difficulties maintaining a cash neutral operating position in
light of continuing weak demand, slightly under $3 million of
maintenance capital expenditures, and approximately $13 million in
annual cash interest payments. Funds from operations (defined as
operating cash flow before the impact of working capital) were
negative through the first half of 2009. As the company has wound
down its working capital, the borrowing base under the undrawn
asset based revolver has rapidly declined further constraining
liquidity.
The negative rating outlook reflects the weak order trends, lack
of visibility in all end markets, and the possibility of covenant
violations over the near term. Of particular concern, Moody's
expects that the company may face difficulties as early as
September 30, 2009, meeting the 4.5x leverage covenant under the
indenture of the company's $100 million of 13% senior secured
notes. The ratings could experience further downward pressure
should operating performance decline further, the company's
liquidity deteriorate beyond Moody's expectations, or in the event
of a change in the capital structure.
These ratings were impacted by the actions:
* Corporate Family Rating Downgraded to Caa2 from Caa1
* Probability of Default Rating Lowered to Caa2 from Caa1
* Senior Secured Notes confirmed at Caa2 (point estimate changed
to LGD 4; 56% from LGD 4; 58%)
* Outlook Negative
The prior rating action for Elyria Foundry Company LLC was on
May 26, 2009, when the ratings were lowered (including the
corporate family rating which was lowered to Caa1) and kept under
review for further possible downgrade.
Headquartered in Elyria, Ohio, Elyria Foundry Holdings, LLC,
is a U.S. foundry providing gray and ductile iron castings of
up to 50,000 pounds for use in energy end-market applications,
including natural gas compression equipment and coal pulverizers
for electric power generation. The company also produces castings
of up to 200,000 pounds for use in power generation and mining and
minerals processing markets through its Hodge foundry operation.
Other applications for Elyria's products include air compressors,
refrigeration and chillers, process machinery, and mining and
agricultural equipment. The company had approximately
$128 million of revenues for the twelve month period ended
June 30, 2009.
EPIX PHARMACEUTICALS: P2Y2 Program for Sale at Sept. 30 Auction
---------------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., announced Sept. 1 that the P2Y2
Gastrointestinal Early Development Candidate Program will be part
of the intellectual property offered for sale at the September 30,
2009 auction.
The P2Y2, an Early Development Candidate Program, is a small
molecule, oral, non-absorbed agonist for treatment of
constipation.
The intellectual property, regulatory dossier and clinical
inventory will be sold at auction on September 30, 2009.
Persons interested in bidding must sign a Confidentiality
Disclosure Agreement obtained from Finn's Office --
jffinnjr@earthlink.net or +1-781-237-8840. They will then receive
a bid package.
Joseph F. Finn, Jr., C.P.A. is the founding partner of the firm,
Finn, Warnke & Gayton, Certified Public Accountants of Wellesley
Hills, Massachusetts. He works primarily in the area of management
consulting for distressed enterprises, bankruptcy accounting and
related matters, such as assignee for the benefit of creditors and
liquidating agent for a corporation. He has been involved in a
number of loan workouts and bankruptcy cases for thirty-five (35)
years. His most recent Assignments for the Benefit of Creditors in
the biotech field include Spherics, Inc., ActivBiotics, Inc. and
Prospect Therapeutics, Inc.
About EPIX Pharmaceuticals
EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), is a biopharmaceutical
company focused on discovering and developing novel therapeutics
through the use of its proprietary and highly efficient in silico
drug discovery platform. The company has a pipeline of
internally-discovered drug candidates currently in clinical
development to treat diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions. EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.
As reported by the Troubled Company Reporter, EPIX on July 20,
2009, entered into an Assignment for the Benefit of Creditors in
accordance with Massachusetts law. Following the Company's
unsuccessful efforts to effect a strategic alternative, including
a financing, recapitalization, sale or disposition of corporate
assets, merger or strategic business combination, the Company's
Board of Directors determined it was in the best interests of the
enterprise to cease the Company's operations and to provide for an
orderly liquidation of its assets by entering into the Assignment.
ESCADA AG: KPMG Will Assist Talks With Potential Investors
----------------------------------------------------------
ESCADA AG's preliminary insolvency administrator, Dr. Christian
Gerloff, has commissioned KPMG's Munich M&A divisions with the
task of preparing and accompanying negotiations with potential
investors for the women's fashion Group. The search for investors
is to start in due course and shall be swiftly completed, ESCADA
said in a September 1 statement.
Dr. Christian Gerloff said, "Both, the Board of Management of
ESCADA AG as well as myself, have received a series of interested
queries from potential investors. This interest indicates the
strength of the ESCADA brand. With the assistance of KPMG we will
now examine in a structured process, which of the investors has
the short-time capacity of securing the objective of the company's
going concern."
However, according to Bloomberg, Christoph Schlienkamp, an analyst
at Bankhaus Lampe in Dusseldorf, said Escada shareholders are
unlikely to benefit from any new investment. "If there was more
potential in Escada, an investor would have already been found,"
he said.
German daily Handelsblatt reported on Aug. 21 that financial
buyers and international companies such as LVMH Moet Hennessy
Louis Vuitton SA and PPR SA may be interested in the Escada brand.
About Escada AG
The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market. It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.
As of August 10, 2009 the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end. Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees. Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.
ESCADA AG filed of an insolvency petition in Munich, Germany, on
August 13, 2009. The competent Municipal Court of Munich has
appointed Dr. jur. Christian Gerloff as preliminary insolvency
administrator.
Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). O'Melveny &
Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson
Consultants serves as claims and notice agent. Judge Stuart M.
Bernstein handles the case. Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition. A copy of Escada US's Chapter 11 petition
and list of largest unsecured creditors is available for free at:
http://bankrupt.com/misc/sdny09-15008.pdf
Bankruptcy Creditors' Service, Inc., publishes ESCADA USA
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
undertaken by ESCADA USA and the insolvency proceedings undertaken
by ESCADA A.G. in Germany. (http://bankrupt.com/newsstand/or
215/945-7000)
ESCADA AG: US Unit's Meeting of Creditors Slated for September 24
-----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Escada (USA) Inc.'s Chapter 11 case on Sept. 24, 2009, at
3:00 p.m., prevailing Eastern Time. The meeting will be held at
80 Broad Street, Fourth Floor, New York City.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market. It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.
As of August 10, 2009 the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end. Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees. Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.
ESCADA AG filed of an insolvency petition in Munich, Germany, on
August 13, 2009. The competent Municipal Court of Munich has
appointed Dr. jur. Christian Gerloff as preliminary insolvency
administrator.
Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). O'Melveny &
Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson
Consultants serves as claims and notice agent. Judge Stuart M.
Bernstein handles the case. Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition. A copy of Escada US's Chapter 11 petition
and list of largest unsecured creditors is available for free at:
http://bankrupt.com/misc/sdny09-15008.pdf
Bankruptcy Creditors' Service, Inc., publishes ESCADA USA
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
undertaken by ESCADA USA and the insolvency proceedings undertaken
by ESCADA A.G. in Germany. (http://bankrupt.com/newsstand/or
215/945-7000)
EVEREST HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Everest Holdings, LLC
585 South FM 1138
Nevada, TX 75173
Case No.: 09-27906
Debtor-affiliates filing separate Chapter 11 petition August 28,
2009:
Entity Case No.
------ --------
EDC Denver I, LLC 09-27907
7677 East Berry Avenue Associates, L.P. 09-28000
Type of Business: The Debtor operates a real estate business.
Chapter 11 Petition Date: August 30, 2009
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Michael E. Romero
Debtor's Counsel: Daniel J. Garfield, Esq.
410 17th St., 22nd Fl.
Denver, CO 80202
Tel: (303) 223-1100
Email: dgarfield@bhfs.com
Michael J. Pankow, Esq.
410 17th St., 22nd Fl.
Denver, CO 80202
Tel: (303) 223-1100
Fax: (303) 223-1111
Email: mpankow@bhfs.com
Estimated Assets: $100,000,001 to $500,000,000
Estimated Debts: $50,000,001 to $100,000,000
The petition was signed by Zachary M. Davidson.
7677 East Berry Avenue's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Nexbank, SSB Unsecured loan $11,769,314
13455 Noel Road, Suite 220
Dallas, TX 75240
Environmental Landworks Co Vendor $302,724
PO Box 323
Golden, CO 80402
Marty Johnson Unsecured Loan $300,000
211 Crystal Valley Road
Manitou Springs, CO 80829
Taylor Max, LLC Vendor $286,747
9200 E. Panorama Cir.,
Ste. 140
Englewood, CO 80112
Uncorked, LLC Tenant $218,750
Isaacson Rosenbaum, PC Vendor $186,568
Mandil, Inc. Vendor $174,677
ACE WSG Insurance Deductible $100,000
Trouble Beauty Vendor $95,700
Global Development & Vendor $94,833
Eng. Group
Pizza Republica Tenant $90,235
David, Hicks & Vendor $83,098
Lampert Brokerage
Bohannan Houston, Inc. Vendor $67,122
Closet & Storage Concepts Vendor $53,488
Newberry Brothers Vendor $47,138
Greenhouse, Inc.
Heggem-Lundquist Paint Co. Vendor $45,433
Occasions By Sandy Vendor $37,625
Green Advertising Vendor $35,709
Images Flooring, Inc. Vendor $33,837
Solace Confections Ltd. Vendor $33,725
FIRST COLONY: Files for Chapter 11 Protection Along With Founder
----------------------------------------------------------------
First Colony Corp. founder Allen Brown and his daughter, Cindy
McCrory, have filed for Chapter 11 petitions, and have also put
First Colony Holdings, First Colony Holdings II, and First Colony
Healthcare Holdings into bankruptcy protection, Will Boye at
Charlotte Business Journal reports.
First Colony Holdings and First Colony Healthcare Holdings each
listed less than $500,000 in assets and less than $500,000 in
liabilities, while First Colony Holdings II listed less than
$50,000 in assets and up to $500,000 in liabilities.
According to Business Journal, Mr. Brown and Ms. McCrory had sole
ownership of First Colony, while Colony Development Partners was
created to share ownership with two other executives: health-care
development president Dennis Norvet and general counsel Bobby
Hinson.
The bankruptcy filings don't directly affect Colony Development
Partners, Business Journal relates, citing Ms. McCrory. According
to the report, Ms. McCrory said that Colony Development is "doing
rather well, especially in light of the difficult economic times".
Ms. McCrory listed $100,001 to $500,000 in assets and $500,001 to
$1 million in liabilities. Court documents say that former First
Colony CEO Heidi Wilson, Ms. McCrory's largest unsecured creditor,
is owed a $430,000 "business debt". According to Business
Journal, Ms. Wilson reached a settlement with First Colony in
2008, after suing for $2.2 million in 2007 over alleged conspiracy
between Mr. Brown and Ms. McCrory to kick her out in 2006 and deny
her compensation. Business Journal relates that Mr. Brown and Ms.
McCrory denied the claims.
Mr. Brown didn't list estimated assets or liabilities but
mentioned a $21,128 unsecured Visa credit card claim.
Charlotte-based First Colony Holdings was founded by Allen Brown
in 1973. First Colony developed projects at Morrocroft, Belle
Grove, and Piper Glen, among other sites.
FLEETWOOD ENTERPRISES: Stockholders Pursue Suit vs. Executives
--------------------------------------------------------------
Coughlin Stoia Geller Rudman & Robbins LLP said September 1 that a
class action has been commenced in the United States District
Court for the Central District of California on behalf of
purchasers of the common stock of Fleetwood Enterprises, Inc.
(NYSE:FLE) between December 6, 2007 and March 10, 2009, inclusive,
seeking to pursue remedies under the Securities Exchange Act of
1934. Fleetwood is not named in this action as a defendant
because it and its core operating subsidiaries filed for
bankruptcy protection in March 2009.
"If you wish to serve as lead plaintiff, you must move the Court
no later than 60 days from today. If you wish to discuss this
action or have any questions concerning this notice or your rights
or interests, please contact plaintiff's counsel, Samuel H. Rudman
or David A. Rosenfeld of Coughlin Stoia at 800/449-4900 or
619/231-1058, or via e-mail at djr@csgrr.com. If you are a member
of this Class, you can view a copy of the complaint as filed or
join this class action online at
http://www.csgrr.com/cases/fleetwood/
Any member of the putative class may move the Court to serve as
lead plaintiff through counsel of their choice, or may choose to
do nothing and remain an absent class member." The Firm's
announcement said.
The complaint charges certain of Fleetwood's former executives
with violations of the Exchange Act. Fleetwood, together with its
subsidiaries, produces and distributes manufactured housing
primarily in the United States and Canada.
The complaint alleges that, throughout the Class Period,
defendants made numerous positive statements regarding the
Company's financial condition, business and prospects. The
complaint further alleges that these statements were materially
false and misleading because defendants failed to disclose the
following adverse facts, among others: (i) that demand for
Fleetwood's manufactured houses and the big homes-on-wheels was
rapidly declining, and was adversely affecting the Company's
liquidity; (ii) that the Company's RV Group sales, especially in
its travel trailer division, were declining because of softening
consumer demand due to high gasoline prices and the credit crisis;
(iii) that the Company's financial condition was declining
precipitously such that the Company was nearing insolvency and
would have to file for bankruptcy protection; and (iv) based on
the foregoing, defendants had no reasonable basis for their
positive statements regarding the Company's ability to control its
deteriorating financial condition.
On March 10, 2009, Fleetwood issued a press release announcing
that it had "filed voluntary Chapter 11 petitions for itself and
certain operating subsidiaries in the U.S. Bankruptcy Court for
the Central District of California." The Company also announced
that it was closing its travel trailer division. As a direct
result of information disclosed at the end of the Class Period,
the price of Fleetwood common stock fell precipitously, falling to
$0.0103 per share on March 10, 2009.
Plaintiff seeks to recover damages on behalf of all purchasers of
Fleetwood common stock during the Class Period (the "Class"). The
plaintiff is represented by Coughlin Stoia, which has expertise in
prosecuting investor class actions and extensive experience in
actions involving financial fraud.
Coughlin Stoia, a 190-lawyer firm with offices in San Diego, San
Francisco, Los Angeles, New York, Boca Raton, Washington, D.C.,
Philadelphia and Atlanta, is active in major litigations pending
in federal and state courts throughout the United States and has
taken a leading role in many important actions on behalf of
defrauded investors, consumers, and companies, as well as victims
of human rights violations. The Coughlin Stoia Web site
http://www.csgrr.com/has more information about the firm.
About Fleetwood Enterprises
Founded in 1950, Fleetwood Enterprises, Inc., and its various
subsidiaries produce, distribute, and service recreational
vehicles and manufactured housing. Fleetwood employed 2,100
people in 14 plants located in 10 states.
Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254). Craig
Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher
LLP, represent the Debtors in their restructuring efforts. FTI
Consulting Inc. is the financial advisors to the Debtors. The
Debtors tapped Greenhill & Co.. LLC as its investment banker.
Fleetwood was authorized in June to sell its recreational vehicle
business for $53 million to private-equity investor American
Industrial Partners.
FLYING J: Bosselman Family Acquires Fargo J-Care Service Center
---------------------------------------------------------------
Tracy Frank at INFORUM reports that the Bosselman Family of
Companies has acquired Flying J Travel Plaza's 15 Fargo J-Care
Service Centers, after negotiating with Flying J Inc. for a year.
According to INFORUM, the switch began on September 1 and will be
completed by year-end. INFORUM says that the Bosselman Family
will takeover J-Care on November 30. Bosselman Inc. President
Chuck Bosselman said that workers will keep their jobs if they're
qualified, states the report.
INFORUM quoted Mr. Bosselman as saying, "They (Flying J) just
wanted to get out of that facet of the business." The 15 shops
Flying J had weren't a big percentage of their truck stops, FORUM
says, citing Mr. Bosselman.
Mr. Bosselman said that J-Care will be remodeled, INFORUM relates.
Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion. The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.
Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384). Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.
Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel. Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel. Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor. Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.
An official committee of unsecured creditors has been appointed in
the case. Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.
ELECTRIC STICK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Electric Stick, Inc.
dba Marvaso's Italian Grille
fdba The Stick Cafe
c/o George A. Marvaso
40010 Crosswinds
Novi, MI 48375
Bankruptcy Case No.: 09-67103
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Marci B. McIvor
Debtor's Counsel: Matthew J. Vivian, Esq.
496 W. Ann Arbor Trail, Suite 102
Plymouth, MI 48170
Tel: (734) 446-0340
Email: matt@vivianlaw.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb09-67103.pdf
The petition was signed by George A. Marvaso, president of the
Company.
FREEDOM COMMUNICATIONS: Files Chapter 11, Has Deal With Lenders
---------------------------------------------------------------
Freedom Communications has reached agreement with its lenders on a
restructuring of the Company's debt. To implement the
restructuring, Freedom and its subsidiaries filed September 1
voluntary petitions for reorganization under Chapter 11 of the
United States Bankruptcy Code, along with a plan-support agreement
executed by a steering committee of their lenders. According to
the agreement, a majority of the lenders will support a pre-
negotiated plan of reorganization that incorporates the terms of
the restructuring.
Freedom Communications' daily and weekly newspapers, TV stations
and Web sites will continue normal operations. Readers, viewers
and advertisers should see no difference in the day-to-day
operations of these businesses.
"This announcement is positive news for the Company and all of our
associates, who have been making extraordinary efforts to
transform our business, as well as for our customers and the
communities that depend on us for critical information," said
Freedom CEO Burl Osborne. "Reaching this agreement with our
lenders provides us with an orderly process to re-align our
balance sheet with the realities of today's media environment."
Freedom Communications stated that, as of the filing date, it has
sufficient cash to fund daily operations, including post-petition
payments to vendors and partners and to meet customer and employee
obligations through the duration of the restructuring.
"We are grateful for the confidence our lenders have continued to
demonstrate in Freedom," Mr. Osborne said. "We will work to
implement this restructuring agreement through the Chapter 11
process as expeditiously as possible and emerge with a solid
balance sheet to face both challenges and opportunities in the
future."
The Company made its filing in the U.S. Bankruptcy Court for the
District of Delaware in Wilmington. Additional information
regarding the filings can be found at http://www.loganandco.com/
or by calling 800-299-1960.
About Freedom Communications
Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses. The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications. The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than 3
million households across the country. The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.
Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046). Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel. Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant. Logan & Co. serves as claims and notice agent.
In its bankruptcy petition, Freedom Communications said that it
has assets of $500 million to $1 billion and debts of more than $1
billion.
FREEDOM COMMUNICATIONS: Case Summary & 30 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Freedom Communications Holdings, Inc.
aka Viapoint, Inc.
aka Silent Creek Group, Inc.
17666 Fitch
Irvine, CA 92614
Bankruptcy Case No.: 09-13046
Debtor-affiliates filing separate to Chapter 11 petitions:
Entity Case No.
------ --------
Freedom Communications, Inc. 09-13047
Freedom Broadcasting, Inc. 09-13048
Freedom Broadcasting of Florida, Inc. 09-13049
Freedom Broadcasting of Florida Licensee, L.L.C. 09-13050
Freedom Broadcasting of Michigan, Inc. 09-13051
Freedom Broadcasting of Michigan Licensee, L.L.C. 09-13052
Freedom Broadcasting of New York, Inc. 09-13053
Freedom Broadcasting of New York Licensee, L.L.C. 09-13054
Freedom Broadcasting of Oregon, Inc. 09-13055
Freedom Broadcasting of Oregon Licensee, L.L.C. 09-13056
Freedom Broadcasting of Southern New England, Inc. 09-13057
Freedom Broadcasting of Southern New England 09-13058
Licensee, L.L.C.
Freedom Broadcasting of Texas, Inc. 09-13059
Freedom Broadcasting of Texas Licensee, L.L.C. 09-13061
Freedom Broadcasting of Tennessee, Inc. 09-13062
Freedom Broadcasting of Tennessee Licensee, L.L.C. 09-13063
Freedom Magazines, Inc. 09-13064
Freedom Metro Information, Inc. 09-13065
Freedom Newspapers, Inc. 09-13066
Orange County Register Communications, Inc. 09-13067
OCR Community Publications, Inc. 09-13068
OCR Information Marketing, Inc. 09-13069
Appeal-Democrat, Inc. 09-13070
Florida Freedom Newspapers, Inc. 09-13071
Freedom Arizona Information, Inc. 09-13072
Freedom Colorado Information, Inc. 09-13073
Freedom Eastern North Carolina Communications Inc. 09-13074
Freedom Newspapers of Illinois, Inc. 09-13075
Freedom Newspapers of Southwestern Arizona, Inc. 09-13076
Freedom Shelby Star, Inc. 09-13077
Illinois Freedom Newspapers, Inc. 09-13078
Missouri Freedom Newspapers, Inc. 09-13079
Odessa American 09-13080
The Times-News Publishing Company 09-13081
Victor Valley Publishing Company 09-13082
Daily Press 09-13083
Freedom Newspaper Acquisitions, Inc. 09-13084
The Clovis News-Journal 09-13085
Freedom Newspapers of New Mexico L.L.C. 09-13086
Gaston Gazette LLP 09-13087
Lima News 09-13088
Porterville Recorder Company 09-13089
Seymour Tribune Company 09-13090
Victorville Publishing Company 09-13091
Freedom Newspapers 09-13092
The Creative Spot, L.L.C. 09-13093
Freedom Interactive Newspapers, Inc. 09-13094
Freedom Interactive Newspapers of Texas, Inc. 09-13095
Freedom Services, Inc. 09-13096
Type of Business: The Debtors operate a media business in two
primary industry segments: newspaper publishing
and broadcast television. In addition, the
Debtors operate an interactive business which
offers website complements, as well as digital
and mobile products, to their newspaper and
broadcast properties. Of the six Non-Debtor
Affiliates, five operate as charitable
organizations within the communities served by
certain of the Debtors' newspapers, and one is a
defunct Mexican entity.
See http://www.freedom.com/
Chapter 11 Petition Date: September 1, 2009
Court: District of Delaware (Delaware)
Judge: Brendan Linehan Shannon
Debtors' Counsel: Michael R. Nestor, Esq.
Pilar G. Kraman, Esq.
Young Conaway Stargatt & Taylor
The Brandywine Building
1000 West Street, 17th Floor
PO Box 391
Wilmington, DE 19899
Tel: (302) 571-6600
Fax: (302) 571-1253
Robert A. Klyman, Esq.
Rosalie Walker Gray, Esq.
Michael J. Riela, Esq.
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, CA 90071-1560
Tel: (213) 485-1234
Fax: (213) 891-8763
Debtors'
Financial
Advisor: Houlihan, Lokey, Howard & Zukin Inc.
245 Park Avenue
New York, NY 10167-0001
Tel: (212) 497-4100
Fax: (212) 661-3070
http://www.hlhz.com/
Debtors'
Restructuring
Consultant: AlixPartners LLC
9 West 57th Street, Suite 3420
New York, New York 10019
Tel: (212) 490-2500
Fax: (212) 490-1344
http://www.alixpartners.com/
Debtors'
Claims Agent: Logan & Company Inc.
546 Valley Road
Upper Montclair
New Jersey 07043
Tel: (973) 509-3190
Fax: (973) 509-3191
http://www.loganandco.com/
The Debtors' financial condition as of July 31, 2009:
Total Assets: $757,000,000
Total Debts: $1,077,000,000
The Debtors' Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
JPMorgan Chase Bank, bank loan $770,552,344
N.A., as administrative Agent
825 Eighth Ave
New York, NY 10019
Tel: (212) 474-1000
Fax: (212) 474-3700
Kingworld Productions, Inc. trade debt $1,460,294
2401 Colorado Ave.
Santa Monica, CA 90404
Tel: (310) 264-3300
Fax: (310) 264-3301
North Pacific Paper trade debt $1,224,789
Corporation
3001 Industrial Way
Longview, WA 98632
Tel: (360) 636-6400
Fax: (360) 636-6881
Bowater America Inc. trade debt $753,326
5300 Cureton Ferry Rd.
Catawba, SC 29704
Tel: (803) 981-8000
Fax: (803) 981-8181
Inland Empire Paper Company trade debt $590,502
3320 N. Argonne
Millwood, WA 99212
Tel: (509) 924-1911
Fax: (509) 927-8461
SP Newsprint Co. LLC trade debt $548,151
245 Peachtree Center Ave.,
NE, Suite 1800
Atlanta, GA 30303
Tel: (404) 979-6600
Fax: (404) 979-6615
Plaintiffs in Gonzalez, et al. litigation claims Unknown
v. Freedom
Communications, Inc., et al.,
Case No. 03CC08756, a
class action lawsuit filed
in the Superior Court of
California, County of
Orange
3 Hutton Centre Dr.
Santa Ana, CA 92707
Tel: (714) 241-4444
Fax: (714) 241-4445
Vertis Inc. trade debt $381,416
Impression Inks West trade debt $374,591
Abitibi Consolidated Sales trade debt $356,630
Corp.
Infosys Bangalore trade debt $319,000
Fisher Printing Inc. trade debt $302,334
Telerep LLC trade debt $274,996
Central Ink Corporation trade debt $226,152
Warner Brothers Entertainment trade debt $190,296
Inc.
Nielson Media Research trade debt $187,367
Mexico Plastics Company Inc. trade debt $186,249
Boise Paper Inc. trade debt $142,410
CBS Corporation trade debt $140,692
Blinder Group Inc. trade debt $129,360
Press One Customer Care Inc. trade debt $127,988
Buena Vista Television trade debt $124,005
Monster Inc. trade debt $114,419
Dielectric Communications trade debt $106,658
Blue Heron Paper Company trade debt $103,695
Texas Type Co. trade debt $103,429
Pitman Company trade debt $100,712
OrangeSoda, Inc. trade debt $76,242
G.E. Richards Graphic trade debt $66,771
AP Newspaper Services trade debt $66,631
The petition was signed by Mark E. McEachen.
GENERAL MOTORS: RHJ Increases Offer for Opel Unit
-------------------------------------------------
Andreas Cremer and Brian Parkin at Bloomberg News report that
RHJ International SA increased its offer for General Motors Co.'s
Opel unit.
Bloomberg relates Arnaud Denis, a spokesman for the Brussels-based
investor, said in an interview yesterday that under the revised
bid, RHJ would contribute EUR300 million (US$426 million) instead
of EUR275 million.
According to Bloomberg, the offer foresees loan guarantees of
EUR3.2 billion instead of EUR3.8 billion, with repayment planned
by 2013, one year earlier.
State Aid
Peter Chapman at Bloomberg News reports the European Commission
said Germany may not stipulate that it will give state aid to Opel
only if it doesn't close plants in the country.
Bloomberg relates Ton Van Lierop, a commission spokesman, in a
regular briefing in Brussels on Monday said state aid can't be
subject to additional "non-commercial conditions concerning the
location of investments and/or the geographic distribution of
restructuring measures".
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com-- was founded in 1908. GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries. In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.
GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.
As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009. This compares with a reported net loss of US$3.3 billion
in the year-ago quarter. As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). The Honorable Robert E. Gerber presides over the
Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts. Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors'
restructuring officer. GM is also represented by Jenner & Block
LLP and Honigman Miller Schwartz and Cohn LLP as counsel.
Cravath, Swaine, & Moore LLP is providing legal advice to the GM
Board of Directors. GM's financial advisors are Morgan Stanley,
Evercore Partners and the Blackstone Group LLP.
General Motors changed its name to Motors Liquidation Co.
following the sale of its key assets to a company 60.8% owned by
the U.S. Government.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GORDON BECKHART: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Gordon Haggott Beckhart, Jr.
Stella Marie Beckhart
PO Box 347
Kure Beach, NC 28449
Bankruptcy Case No.: 09-07452
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Eastern District of North Carolina (Wilson)
Judge: Randy D. Doub
Debtors' Counsel: George M. Oliver, Esq.
Oliver & Friesen, PLLC
PO Box 1548
New Bern, NC 28563
Tel: (252) 633-1930
Fax: (252) 633-1950
Email: efile@oliverandfriesen.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtors' petition, including a list of
their 11 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nceb09-07452.pdf
The petition was signed by the Joint Debtors.
GREDE FOUNDRIES: To Close Plants in Michigan & Kansas
-----------------------------------------------------
Foundries, Inc. Chairperson Richard Koenings said in a statement
that the Company is expected to close plants in Vassar, Michigan,
and Wichita, Kansas, in early spring 2010.
Ken Leiviska at Reedsburg Times Press reports that the move is
part of Grede Foundries' Chapter 11 reorganization. The decision
to close the plants were based on the products they manufactured
and even the geography of their market, the report says, citing
Grede Foundries spokesperson Evan Zeppos of Zeppos and Associates.
According to Reedsburg Times, Grede Foundries may increase
production at the plants to finish out current orders. Reedsburg
Times relates that most of the products made at the Vassar plant
will be discontinued based on demand, while products made in
Wichita will be spread to other plants.
Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts. The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.
The Company filed for Chapter 11 on June 30, 2009 (Bankr. W. D.
Wis. Case No. 09-14337). Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor in its restructuring efforts.
The Debtor selected Conway Del Genio Gries & Co. as restructuring
advisor; Leverson & Metz S.C. as special counsel; and Kurtzman
Carson Consultants LLC as claims agent. The Debtor listed total
assets of $143,983,000 and total debts of $148,243,000.
GRIFFIN GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Griffin Group Development, LLC
1055 Carriage Place
Lithonia, GA 30058
Bankruptcy Case No.: 09-82995
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: John J. McManus, Esq.
John J. McManus & Associates, P.C.
Building H, 3554 Habersham at Northlake
Tucker, GA 30084
Tel: (770) 492-1000
Email: jmcmanus@mcmanus-law.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of at least
$2,500,000, and total debts of $2,982,591.
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/ganb09-82995.pdf
The petition was signed by Alvin Griffin, sole member of the
Company.
GRUBB & ELLIS: Receives Non-Compliance Notice From NYSE
-------------------------------------------------------
Grubb & Ellis Company was notified by the New York Stock Exchange
in August that it was not in compliance with the NYSE's continued
listing standards. The company's business operations, SEC
reporting requirements and credit agreements are unaffected by the
notification.
Grubb & Ellis is considered below criteria established by the NYSE
because the company's total market capitalization has been less
than $50 million over a consecutive 30 trading-day period and its
last reported stockholders' equity was less than $50 million.
In accordance with NYSE procedures, Grubb & Ellis has 45 days from
the receipt of the notice to submit a plan to the NYSE
demonstrating how it intends to bring the company in compliance
with the listing standards within the required timeframe. The
company intends to cure the deficiencies and to return to
compliance with the NYSE continued listing requirements.
On February 20, 2009, prior to the NYSE's imposition of a
moratorium with respect to the minimum average trading price of
listed securities, the company was notified that it was not in
compliance with the NYSE's continued listing standard related to
maintaining a minimum average closing price of $1 per share over
30 consecutive trading days. The six-month cure period was
suspended until the moratorium was lifted on August 1, 2009,
giving the company until January 23, 2010 to come back into
compliance with the minimum average closing price per share
requirement.
As reported by the Troubled Company Reporter on August 18, 2009,
the Company entered into a Third Amendment to its Credit Facility
that requires the Company to comply with the approved budget that
has been agreed to by the Company and the lenders, subject to
agreed upon variances. The Company is also required under the
Third Amendment to effect "recapitalization plan" on or before
Sept. 30, 2009, and in connection therewith to effect a Partial
Prepayment on or before Sept. 30, 2009. Among other things, in
the event the Company does not complete the recapitalization plan
or make the Partial Prepayment, the Credit Facility will terminate
on Jan. 15, 2010.
In light of the current state of the financial markets and
economic environment, there is risk that the Company will be
unable to meet the terms of the Credit Facility which would result
in the entire balance of the debt becoming due and payable. If
the Credit Facility were to become due and payable on the
alternative due date of Jan. 15, 2010, there can be no assurances
that the Company will have access to alternative funding sources,
or if the sources are available to the Company, that they will be
on favorable terms and conditions to the Company, which at that
time could create substantial doubt about the Company's ability to
continue as a going concern after Jan. 15, 2010.
A full-text copy of the Company's Form-Q is available for free at:
http://ResearchArchives.com/t/s?41ff
About Grubb & Ellis
Grubb & Ellis Company (NYSE: GBE) -- http://www.grubb-ellis.com/
-- is one of the largest commercial real estate services and
investment companies. With more than 130 owned and affiliate
offices worldwide, Grubb & Ellis offers property owners, corporate
occupants and investors comprehensive integrated real estate
solutions, including transaction, management, consulting and
investment advisory services supported by proprietary market
research and extensive local market expertise.
HARRY'S CARPET: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Harry's Carpet, Inc.
dba Falcone's Carpet
dba Falcone's Interiors
1719-1727 Washington Avenue
Philadelphia, PA 19146
Bankruptcy Case No.: 09-16585
Debtor-affiliate filing separate Chapter 11 petition:
Entity Case No.
------ --------
The Aster Group, Inc. 09-16586
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Debtor's Counsel: Albert A. Ciardi III, Esq.
Ciardi Ciardi & Astin, P.C.
One Commerce Square
2005 Market Street, Suite 1930
Philadelphia, PA 19103
Tel: (215) 557-3550
Fax: (215) 557-3551
Email: aciardi@ciardilaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Harry Falcone, president of the
Company.
HAWAIIAN TELCOM: Court OKs FBG AS Plan Voting Agent
---------------------------------------------------
Hawaiian Telcom Communications, Inc., and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the District
of Hawaii to employ Financial Balloting Group LLC as their
securities voting agent in connection with the Plan confirmation
process.
As the Debtors' Voting Agent, FBG will:
(a) advise the Debtors regarding all aspects of the Plan
voting, including timing issues; voting, tabulation and
subscription procedures; and documents needed for the plan
vote and the Rights Offering;
(b) review the voting portions of the relevant documents,
particularly as they may relate to Beneficial Holders of
securities held in "Street" name. Documents may include
the solicitation procedures motion and order, disclosure
statement and plan, ballots, subscription forms and other
documents;
(c) work with the Debtors to seek appropriate information
from The Depository Trust Company and the indenture
trustee;
(d) establish an interest bearing account for the Debtors in
connection with its role as Subscription Agent. FBG would
act as administrator for the account, but Hawaiian Telcom
would need to approve any wires out of the account
initiated by FBG;
(e) if the Rights Offering is conducted through DTC, work with
DTC to establish the Rights Offering on its ASOP system;
coordinate the delivery and payments by DTC; and act as
ASOP agent with DTC in connection with the Rights
Offering;
(f) if appropriate, coordinate the distribution of
questionnaires to street name holders of notes by
forwarding the appropriate document to the proxy
departments of the banks and brokerage firms holding the
securities, who in turn will forward it to Beneficial
Holders;
(g) mail voting documents to any registered holders of bonds;
(h) coordinate the distribution of voting documents to street
name holders of bonds by forwarding the appropriate
documents to the banks and brokerage firms holding the
securities, who in turn will forward it to Beneficial
Holders for voting;
(i) distribute copies of the Master Ballots to the appropriate
Nominees after the initial mailing, so that firms may cast
votes on behalf of Beneficial Holders;
(j) prepare a certificate of service for filing with the
Court;
(k) handle requests for documents from parties in interest,
including brokerage firm and bank back-offices and
institutional holders;
(l) respond to telephone inquiries from noteholders and
Nominees regarding the Disclosure Statement and the voting
and subscription procedures;
(m) make telephone calls to non-objecting Beneficial Holders
and registered holders of securities to confirm receipt of
Plan documents and respond to questions about voting and
subscription procedures;
(n) receive and examine any Subscription Forms submitted by
holders of the Debtors' senior notes, if applicable, and
deposit any checks in the special subscription account
established by FBG for that purpose;
(o) receive and examine all Ballots and Master Ballots cast by
holders of bonds;
(p) tabulate all Ballots and Master Ballots received prior to
the Voting Deadline in accordance with established
procedures, and prepare a voting certification for filing
with the Court; and
(q) undertake other duties as may be agreed upon by Hawaiian
Telcom and FBG.
The Debtors propose to pay FBG on these terms:
a. For the distribution of materials to noteholders in
"Street" name, FBG will be entitled to a project fee of
$13,000. This covers the coordination with all brokerage
firms, banks, institutions and other interested parties,
including the distribution of voting materials. This
assumes one distribution of voting materials, which will be
directed to the firms' proxy departments, a Rights
Offering, which will likely be made directly to any
eligible holders, a single plan of reorganization, and no
extensions of the Voting Deadline.
b. For the mailing to registered record holders, FBG will be
entitled to estimated labor charges of $1.75 to $2.25 per
voting package, depending on the complexity of the mailing,
with a $500 minimum for each file. The charge indicated
assumes the package includes the Disclosure Statement, a
Ballot, a return envelope and one other document. It also
assumes that a window envelope will be used for the
mailing, and will thus not require a matched mailing.
c. FBG will be entitled to a minimum charge of $2,000 to take
up to 250 telephone calls from holders within a 30-day
solicitation period. If more than 250 calls are received
within the period, those additional calls will be charged
at $8.00 per call. Any call to holders will be charged at
$8.00 per call.
d. FBG will be entitled to a charge of $125 per hour for the
tabulation of Ballots and Master Ballots, plus set up
charges of $1,000 for each tabulation element. Standard
hourly rates will apply for any time spent by senior
executives reviewing and certifying the tabulation and
dealing with special issues that may develop. A surcharge
of $2,500 will apply for a voting deadline later than 8:00
P.M., Eastern time.
Specifically, the Debtors will pay FBG's professionals according
to their customary hourly consulting rates:
Title Rate per Hour
----- -------------
Executive Director $410
Vice President $360
Senior Case Manager $300
Case Manager $240
Case Analyst $190
Programmer II $195
Programmer I $165
Clerical $65
The Debtors will also reimburse FBG for expenses the firm
incurred or incurs in connection with the contemplated services.
The Debtors also seek approval to employ FBG as their
subscription agent in connection with the Rights Offering under
the Plan.
Jane Sullivan, executive director of FBG, informs the Court that
her firm does not represent or hold an interest adverse to the
Debtors with respect to the matters on which FBG will be
employed. She maintains that FBG is a "disinterested person" as
the term is defined under Section 101(14) of the Bankruptcy Code.
To the extent any new relevant facts bearing on the matters
during the period of FBG's retention are discovered, she assures
the Court that FBG will promptly file a supplemental declaration
as required by Rule 2014(a) of the Federal Rules of Bankruptcy
Procedure.
About Hawaiian Telcom
Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.
The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086). As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).
Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts. The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.
When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.
Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
HAWAIIAN TELCOM: Ernst & Young to Provide Add'l Tax Services
------------------------------------------------------------
Hawaiian Telcom Communications Inc. and its affiliates have
determined that they are in need of additional tax advisory
services. Accordingly, the Debtors obtained the Court's authority
to expand the scope of Ernst & Young LLP's services to include
additional tax advisory services, nunc pro tunc to August 1, 2009.
Under a statement of work dated August 4, 2009, known as
"Compliance SOW", Ernst & Young will, among others, perform
review procedures with respect to the Debtors' U.S. federal and
Hawaii state income tax returns for the taxable year ended
December 31, 2008. A full-text copy of the Compliance SOW is
available for free at:
http://bankrupt.com/misc/HawTel_ComplianceSOW.pdf
Ernst & Young's applicable hourly rates for the Compliance
Services are:
Title Rate per Hour
----- s -------------
National Executive/Director/Principal/Partner $700
Exec. Director/Principal/Partner $675
Manager/Senior Manager $575
Staff/Senior $175
Ernst & Young will also be reimbursed for reasonable expenses
incurred.
Kent Gerety, partner at Ernst & Young, maintains that his firm
does not hold or represent any interest materially adverse to the
Debtors in the matter for which his firm has been engaged. He
adds that Ernst & Young continues to be a "disinterested person"
as the term is defined under Section 101(14) of the Bankruptcy
Code.
About Hawaiian Telcom
Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.
The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086). As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).
Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts. The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.
When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.
Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
HAYES LEMMERZ: Gets Nod to Send Plan to Creditors for Voting
------------------------------------------------------------
Hayes Lemmerz International Inc. may now begin soliciting votes on
its proposed plan of reorganization after it obtained approval to
the disclosure statement explaining the Plan.
The Disclosure Statement was revised to provide, among other
things, that the Official Committee of Unsecured Creditors
supports the Plan. The Creditors Committee previously objected to
the Plan, which was negotiated with senior lenders prepetition.
However, the terms of the Plan was revised to address objections
of the Committee. The revisions also provide for a new creditor
class, specifically claims by the Pension Benefit Guaranty Corp.
Under the Revised Plan, certain of the Debtors' prepetition
secured lenders, which funded the operations of the Debtors
through a $200 million of debtor-in-possession financing, will
receive majority ownership of the reorganized Company upon
emergence from Chapter 11.
Specifically, upon consummation of the Plan, the DIP Lenders will
(a) receive their pro rata share of 84.5% of the new common stock
to be issued by the Company upon consummation of the Plan on
account of certain amounts the DIP Lenders advanced to the Debtors
prior to the Petition Date and (b) convert the principal amount of
the outstanding amount, as of the Plan's effective date, of the
new money loans provided to the Debtors pursuant to the debtor-in-
possession financing into a secured term loan.
The remaining equity of the Debtors will be distributed to the
Debtors' other prepetition secured lenders and their noteholders
For the discharge of their claims under the Notes, and the PBGC in
discharge of its claim for the difference between the value of
pension plan assets and pension plan liabilities on the date of
the pension plan's termination. Distributions will be made only
to those Noteholders that do not reject the Plan. In addition,
the Noteholders and PBGC will receive their agreed upon share of
$5 million and two tranches of warrants that will permit them to
purchase up to 10% of the New Common Stock (subject to certain
dilution protections) upon the satisfaction of certain conditions.
The terms of the warrants are set forth in the warrants agreements
annexed to the Plan.
The Non-DIP Lenders will receive their pro rata share of 4% of the
New Common Stock if they vote to accept the Plan. In addition,
those Prepetition Secured Lenders that (1) are not DIP Lenders
(including Affiliates of DIP Lenders or permitted successors and
assigns of DIP Lenders) and (2) consented to the DIP Financing
will receive a consent fee equal to their pro rata share of 8.5%
of the New Common Stock
Holders of certain other general unsecured claims will share pro
rata in $250,000 provided the Prepetition Secured Lenders and
Holders of Other Unsecured Claims vote to accept the Plan.
Distributions will be made only to those Holders of Other
Unsecured Claims who do not reject the Plan.
The Debtors' existing publicly traded common stock will be
canceled and no distributions will be made to such holders of
common stock. In addition, holders of any claims subordinated
pursuant to Bankruptcy Code section 510(c) will not receive a
distribution under the Plan.
The settlement embodied in the Plan provides that Noteholders who
do not reject the Plan will release (or be deemed to have
released) their Claims under the Notes against the non-Debtor
Affiliates of the Debtors (the "Non-Debtor Affiliates") in
exchange for the consideration to be provided under the Plan.
Consummation of the Plan will also result in the release and
satisfaction of any Claims the PBGC has against the Non-Debtor
Affiliates
Classification and Treatment of Claims and Interests
Class Class Description Recovery Under Plan
----- -------------------- -------------------
1 Secured Tax Claims Unimpaired. 100%
2 Other Secured Claims Unimpaired. 100%
3 Other Priority Claims Unimpaired. 100%
4 Intercompany Claims Unimpaired. N/A
5 Subsidiary Interests Unimpaired. N/A
6 Prepetition Secured
Claims Impaired. 1.1%
7 Noteholder Claims Impaired. 5%
8 PBGC Termination
Liability Claim Impaired. 5%
9 Other Unsecured Claims Impaired. .03%-.06%
10 Subordinated Securities
Claims Impaired. 0%
11 Interests in Hayes Impaired. 0%
A copy of the Revised Disclosure Statement is available for free
at http://bankrupt.com/misc/Hayes_Revised_DS_Blacklined.pdf
About Hayes Lemmerz
Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers. The Company is also a supplier of
automotive powertrain components. The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world. The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.
The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt. The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP. Lazard Freres & Co.,
LLC, serves as the Company's financial advisors. AlixPartners,
LLP, serves as the Company's restructuring advisors. The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000. This is the
Company's second trip to the bankruptcy court, dubbed a Chapter
22, which was precipitated by an unprecedented slowdown in
industry demand and a tightening of credit markets. The Company
plans to reduce its debt and restructure its balance sheet.
Hayes Lemmerz and its direct and indirect domestic subsidiaries
and one subsidiary in Mexico first filed for bankruptcy in
December 2001 before the U.S. Bankruptcy Court for the District of
Delaware. The Chapter 11 filings were precipitated by declining
market conditions and the Company's excessive debt burdens,
according to Mr. Clawson, who also served as chairman and chief
executive officer at that time. The Court confirmed the Company's
reorganization plan in May 2003, allowing the Company to exit
bankruptcy in June 2003. In accordance with the 2003 Plan,
approximately $2.1 billion in pre-petition debt and other
liabilities were discharged. The Plan provided for holders of
prepetition secured claims to receive $478.5 million in cash and
53.1% of the reorganized company common stock. Holders of senior
note claims were to receive $13 million in cash and 44.9% of the
New Common Stock, and holders of general unsecured claims were to
receive 2% of the New Common Stock. Hayes Lemmerz' prior common
stock and securities were cancelled as of June 3, 2003.
HOLLY LARSEN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Holly H. Larsen
11436 W. Netherland Court
Boise, ID 83709
Bankruptcy Case No.: 09-02630
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
District of Idaho [LIVE] (Boise)
Judge: Chief Judge Terry L. Myers
Debtor's Counsel: Kelly I. Beeman, Esq.
708 1/2 W Franklin
Boise, ID 83702
Tel: (208) 345-3045
Email: jerri@beemangroup.org
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $100,001 to $500,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Mr. Larsen.
INFOR GLOBAL: Moody's Changes Outlook on 'B3' Rating to Negative
----------------------------------------------------------------
Moody's Investors Service revised Infor Global Solutions Holdings
Ltd.'s ratings outlook to negative from stable. The revision was
driven by the company's marginal free cash flow in fiscal 2009 and
concerns over increasing leverage. While the company has taken
steps to improve cash flow, until they can demonstrate sustained
free cash flow greater than scheduled principal payments and
improved EBITDA, the ratings face downward pressure.
The company has taken significant costs out of the business since
the start of the downturn which should assist in generating better
than breakeven free cash flow in fiscal 2010. Also the company
should benefit as high cost interest hedges roll off (although a
rapid increase in LIBOR could offset this benefit). The company
continues to be a formidable player in the enterprise software
industry and should be able to ride out the downturn as they do
not have financial covenants or term debt maturities until 2013
provided they have sufficient liquidity. While cash balances were
adequate at May 2009 fiscal year end, cash declines could impair
their liquidity.
The B3 rating continues to be driven by the very high leverage at
Infor and modest interest coverage. While the company has made
significant strides in integrating its numerous acquisitions, the
economic downturn has impacted new license sales and EBITDA and as
a result, the company has not de-levered since the large slate of
acquisitions in 2006 and 2007. The high leverage overshadows the
company's leading position in the mid market ERP software
industry, favorable renewal rates and stable maintenance revenue
base.
The most recent rating action was May 16, 2007, when Moody's
affirmed Infor's B3 ratings following their announcement to
acquire Workbrain Corporation and Hanson Information Technologies.
Infor Global Solutions Holdings Ltd., headquartered in Alpharetta,
Georgia and a Cayman Islands exempted company, is a global
provider of financial and enterprise applications software.
INTEST CORP: Receives Nasdaq Non-Compliance Notice
--------------------------------------------------
inTEST Corporation on August 25, 2009, received a Nasdaq Staff
Determination Letter stating that inTEST is not in compliance with
Listing Rule 5450(b)(1)(A) due to the failure to maintain a
minimum of $10.0 million in stockholders' equity. As of June 30,
2009, inTEST reported stockholders' equity of $8.8 million.
The Nasdaq letter further stated that inTEST has until
September 9, 2009, to submit a plan to regain compliance.
Following a review of this plan, Nasdaq staff may grant inTEST an
extension of up to 105 calendar days to regain compliance. The
Nasdaq letter also stated that, in the alternative, inTEST may
consider applying to transfer the listing of its common stock to
The Nasdaq Capital Market, where the minimum stockholders' equity
requirement is $2.5 million for continued listing. The Company
filed an application for transfer with Nasdaq on August 28, 2009.
If the application for transfer is approved, inTEST's common stock
could be listed and traded on the Capital Market, so long as
inTEST meets the continued listing standards of that Market.
inTEST believes that it is in compliance with all of the continued
listing standards of the Capital Market except for the minimum bid
price requirement (which may be waived as an initial requirement
in the event of a transfer). If inTEST's minimum bid does not
increase to $1.00 per share or more, inTEST may receive a further
notice that it is not in compliance with the Capital Market's
continued listing standards. In that event, inTEST could be
delisted from the Capital Market, in which case the common stock
may be traded over-the-counter.
About inTEST
inTEST Corporation -- http://www.intest.com/-- is an independent
designer, manufacturer and marketer of ATE interface solutions and
temperature management products, which are used by semiconductor
manufacturers to perform final testing of integrated circuits
(ICs) and wafers. The Company's products are designed to enable
semiconductor manufacturers to improve the speed, reliability,
efficiency and profitability of IC test processes. Specific
products include positioner and docking hardware products,
temperature management systems and customized interface solutions.
The Company has established strong relationships with
semiconductor manufacturers globally, which it supports through a
network of local offices.
JAMES HUDDY: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: James A. Huddy
1 Jaywood Manor Drive
Brick, NJ 08724
Bankruptcy Case No.: 09-32936
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Debtor's Counsel: Carol L. Knowlton, Esq.
Teich Groh
691 State Highway 33
Trenton, NJ 08619
Tel: (609) 890-1500
Email: cknowlton@teichgroh.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of Mr. Huddy's petition, including a list of his
2 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/njb09-32936.pdf
The petition was signed by Mr. Huddy.
JAMES BROWN GROSVENOR: Case Summary & 2 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: James Brown Mason Grosvenor
dba Jim Grosvenor
36 Gramatan Court
Bronxville, NY 10708
Bankruptcy Case No.: 09-23630
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Debtor's Counsel: James H. Shenwick, Esq.
Shenwick & Associates
655 Third Avenue, 20th Floor
New York, NY 10017
Tel: (212) 541-6224
Fax: (646) 218-4600
Email: jhs7@att.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $500,001 to $1,000,000
According to the schedules, the Company has assets of at least
$1,224,479, and total debts of $737,810.
A full-text copy of Mr. Grosvenor's petition, including a list of
his 2 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nysb09-23630.pdf
The petition was signed by Mr. Grosvenor.
JARDEN CORP: S&P Assigns 'BB' Rating on $600 Mil. Senior Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
issue-level and recovery ratings to Jarden Corp.'s new
$600 million senior secured term loan B-4 due 2015. The term loan
is rated 'BB', two notches higher than the corporate credit rating
on the company. The recovery rating is '1', indicating S&P's
expectation of very high (90%-100%) recovery in the event of a
payment default.
The new B-4 tranche of Jarden's senior secured term loan facility
represents an extension of maturity to 2015 for portions of
Jarden's existing B-1, B-2, and B-3 term loan tranches. The
issue-level ratings on Jarden's remaining senior secured credit
facilities remain at 'BB', two notches higher than the issuer's
corporate credit rating. The recovery ratings on this secured
debt remain unchanged at '1'. The Rye, New York-based company had
about $2.7 billion of total debt as of June 30, 2009. The outlook
on the 'B+' corporate credit rating is positive.
The ratings on Jarden reflect the company's diversified business
portfolio, increased scale following a series of acquisitions, and
good market positions in numerous product categories. The highly
competitive and challenging operating environment in several of
the company's businesses and its leveraged financial profile
somewhat offset these factors. The positive outlook on Jarden
reflects S&P's expectation for continued near-term improvement in
credit metrics as the company applies its strong free cash flows
toward debt reduction.
Rating List
Jarden Corp.
Corporate credit rating B+/Positive/--
New Rating
$600 mil. term loan B-4 due 2015
Senior secured rating BB
Recovery rating 1
KENNETH G TRUST: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Kenneth G. and Karen Jo Martin Revocable Living Trust
P.O. Box 4466
Horseshoe Bay, TX 78657
Case No.: 09-12448
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Western District of Texas (Austin)
Debtor's Counsel: Eric J. Taube, Esq.
Hohmann, Taube & Summers, L.L.P.
100 Congress Ave., Suite 1800
Austin, TX 78701
Tel: (512) 472-5997
Fax: (512) 472-5248
Email: erict@hts-law.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
KID PRONGHORN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kid Pronghorn Enterprises, Inc.
28 Prairie Spring Lane
Sheridan, WY 82801
Bankruptcy Case No.: 09-20851
Chapter 11 Petition Date: August 30, 2009
Court: United States Bankruptcy Court
District of Wyoming (Cheyenne)
Judge: Peter J. McNiff
Debtor's Counsel: Paul Hunter, Esq.
2616 Central Avenue
Cheyenne, WY 82001
Tel: (307) 637-0212
Email: attypaulhunter@prodigy.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules filed with the petition, the Company
has assets of at least $2,619,876, and total debts of $1,361,209.
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/wyb09-20851.pdf
The petition was signed by Kurt E. Taylor, president of the
Company.
LANDAMERICA FIN'L: Faces $129MM Pension & Tax Claims
----------------------------------------------------
LandAmerica Financial Group Inc. and certain of its affiliates ask
the Bankruptcy Court to extend their exclusive period to file a
Chapter 11 plan until October 15, 2009, and their exclusive period
to solicit acceptances of that plan until December 15, 2009. The
Debtors also want a further 30-day extension of the exclusive
periods upon consent of the Official Committee of Unsecured
Creditors.
In justifying the extension, LandAmerica explained that, among
other things, it has worked diligently to resolve significant
claims filed against their estates. Aside from reviewing proofs
of claim, the Debtors and their professionals have also focused on
resolving certain significant governmental claims.
According to LandAmerica, the Internal Revenue Service has
asserted various priority tax claims against the Debtors' estates
in excess of $54 million. The Debtors dispute the extent,
validity and priority of such claims, and are engaged in
negotiations with the IRS with respect to the tax claims.
In addition, the Pension Benefit Guarantee Corporation has
asserted claims against LFG's and LandAmerica 1031 Exchange
Services, Inc.'s estates, each in the amount of $37.5 million, for
the unfunded benefit liabilities of the LandAmerica Cash Balance
Plan, which are contingent on the termination of the Pension Plan.
The Debtors are working with the PBGC to value the potential costs
of terminating the Pension Plan, to determine an appropriate
manner in which to accomplish the termination, and ultimately to
resolve or settle the PBGC's claims.
About LandAmerica Financial
LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents. LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.
LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel. In its bankruptcy petition, LFG
listed total assets of $3,325,100,000, and total debts of
$2,839,800,000 as of Sept. 30, 2008.
On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief. Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.
Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)
LEXAR PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lexar Properties, LLC
175 E. Main Ave. #130
Morgan Hill, CA 95037
Bankruptcy Case No.: 09-57352
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Northern District of California (San Jose)
Judge: Arthur S. Weissbrodt
Debtor's Counsel: Charles B. Greene, Esq.
Law Offices of Charles B. Greene
84 W Santa Clara, St. #770
San Jose, CA 95113
Tel: (408) 279-3518
Email: cbgattyecf@aol.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
3 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/canb09-57352.pdf
The petition was signed by Daniel Gluhaich, member of the Company.
MAGNA ENTERTAINMENT: Stronach, et al., to Evaluate Investment
-------------------------------------------------------------
Each of Frank Stronach, the Stronach Trust, 445327 Ontario
Limited, Bergenie Anstalt, MI Developments Inc., and 1346457
Ontario Inc. intends to evaluate on an ongoing basis its
investment in Magna Entertainment Corp. and its options with
respect to the investment, according to a regulatory filing with
the Securities and Exchange Commission.
As a result of the evaluation, the filing said, one or more of
Stronach et al. may make suggestions or adopt positions with
respect to certain transactions. Furthermore, Mr. Stronach may,
in his capacity as Chairman of the Company or otherwise,
communicate with the Company's management, directors, shareholders
and other parties with respect to those transactions.
On August 31, 2009, Amendment No. 24 to Schedule 13D was filed to
amend the Statement on Schedule 13D filed by Frank Stronach, the
Stronach Trust, 445327 Ontario Limited, Bergenie Anstalt, MI
Developments Inc., and 1346457 Ontario Inc. on September 20, 2003,
as previously amended, with respect to the Class A Subordinate
Voting Stock, par value $.01 per share of Magna Entertainment
Corp.
Amendment No. 24 was filed to report that the terms of the secured
debtor-in-possession financing facility being provided by a
wholly-owned subsidiary of MID to the Company and certain of its
subsidiaries have been conditionally amended to, among other
things, increase the principal amount available thereunder by up
to $28 million from up to $38.4 million to up to $66.4 million and
extend the maturity from November 2, 2009 to April 30, 2010.
On August 27, 2009, Amendment No. 23 to Schedule 13D was filed to
amend the Statement on Schedule 13D filed by Stronach et al.
Amendment No. 23 also disclosed the conditional amendment of the
Debtor's secured DIP financing facility with MID's affiliate.
Under the Amended DIP Financing, the Company must use its best
efforts to market and sell all its assets, including seeking
stalking horse bidders, conducting auctions and obtaining sales
orders from the Bankruptcy Court.
MID does not intend to bid on any of these Company assets: AmTote
International, Inc., Dixon, Lone Star Park, Ocala, Portland
Meadows, Remington Park, Thistledown or XpressBet, Inc.
With respect to Golden Gate Fields, Gulfstream Park, Maryland
Jockey Club and Santa Anita Park, MID is continuing to evaluate
all of its alternatives, which may include MID entering into a
stalking horse purchase agreement for one or more of such assets
in the event that the Company receives no other stalking horse
bids acceptable to the Company.
If certain asset sale milestones are not satisfied, there will be
an event of default or an additional arrangement fee will be
payable by the Company. The other fees and the interest rate
payable by the Company to MID under the Amended DIP Financing will
remain the same as under the current DIP financing facility.
All advances under the Amended DIP Financing must be made in
accordance with an approved budget. No advances under the Amended
DIP Financing will be made prior to October 1, 2009. In addition,
the Amended DIP Financing is subject to (i) the Ontario Securities
Commission having held its hearing currently scheduled to commence
on September 9, 2009 regarding MID's ability to rely on certain
exemptions under Multilateral Instrument 61-101-Protection of
Minority Security Holders in Special Transactions, and rendering a
decision in favor of MID at or following the conclusion of that
hearing and (ii) the Company obtaining the entry of an order by
the Bankruptcy Court approving the Amended DIP Financing.
A full-text copy of the Amended and Restated DIP Credit Agreement
dated as of August 26, 2009, between Magna Entertainment Corp., as
Borrower and the guarantors, and MID Islandi SF., acting through
its Zug branch, as the Lender, is available at no charge at:
http://ResearchArchives.com/t/s?43be
About Magna Entertainment
Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue. The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities. MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.
MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.
Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).
Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel. Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor. Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.
Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.
MAGNACHIP SEMICONDUCTOR: Shuns Chapter 11 Plan Filed by Creditors
-----------------------------------------------------------------
MagnaChip Semiconductor LLC and the first-lien lenders supporting
the Company's Chapter 11 liquidation plan have repudiated the
creditors' competing proposal as wishy-washy and unconfirmable,
according to Law360.
As reported by the TCR on August 28, 2009, Judge Peter Walsh of
the U.S. Bankruptcy Court for the District of Delaware approved
the disclosure statement explaining the proposed Chapter 11 plan
proposed by the official committee of unsecured creditors in
MagnaChip Semiconductor LLC's Chapter 11 cases, Michael Bathon at
Bloomberg News reported. With the approval, creditors of
MagnaChip will now be able to choose between competing plans
submitted by the Creditors Committee and the MagnaChip.
The Committee Plan
The Official Committee of Unsecured Creditors, under the its plan,
seeks to reorganize the Debtors' operations and provide for the
satisfaction of claims against the Debtors through (a) the
issuance of a new term loan in full and complete satisfaction of
the first lien lender claims aggregating US$95 million, (b) the
distribution of 5% of the new stock and rights to participate in a
US$25 million offering for new common stock to holders of second
lien notes aggregating US$500 million, (d) distribution, as a
"gift" from second lien noteholders, cash equivalent to 10% of
their allowed claims to holders of unsecured claims expected to
aggregate US$3.23 million, (e) distribution, as a "gift" from
second lien noteholders, of 1% of the new stock plus warrants to
purchase 5% of the New stock with a strike price equivalent to a
US$600 million total enterprise value to holders of US$250 million
subordinated notes claims.
Under the Committee's Plan, first lien lenders will recover
100% of their allowed claims, and the unsecured creditors will
recover 10%. The estimated percentage recoveries for second lien
noteholders and subordinated noteholders were not provided.
Copies of the Committee's Plan and the explanatory Disclosure
Statement are available for free at:
http://bankrupt.com/misc/MagnaChip_Panel_DiscStatement.pdf
http://bankrupt.com/misc/MagnaChip_Panel_Plan.pdf
Judge Walsh previously entered an order allowing the Creditors
Committee to file a rival plan.
MagnaChip Plan
MagnaChip's Chapter 11 plan is co-sponsored by UBS AG, Stamford
Branch, as agent to the first lien lenders. The Debtors' Plan
provides for the satisfaction of Claims against the Debtors and
the enforcement of first lien lender secured Claims through the
authorization by the Debtors of the sale of substantially all of
the assets of mostly non-debtor subsidiaries located in Korea and
other foreign countries. Under MagnaChip's plan, creditors will
receive these recoveries:
Estimated
Creditor Class Treatment of Claims Recovery
-------------- ------------------- --------
First Lien Payment from most 70.6%
Lenders Owed of the proceeds
US$95 Million of the sale
Second
Lien
Noteholders Payment from the US$1 million 0.2%
owed about allocated to unsec. Creditors
US$500 million and noteholders
Unsec. Creditors Payment from the US$1 million 0.1%
Owed US$3.2 million allocated to unsec. creditors
and noteholders.
The 0.1% recovery by unsecured creditors is contingent on their
support of the plan. Unsecured creditors would get nothing if
they vote to reject the plan.
About MagnaChip Semiconductor
Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications. The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise. Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.
MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware. The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company. Judge Peter J. Walsh handles the case. Curtis
A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel. Howard A. Cohen, Esq., at
Drinker Biddle & Reath serves as counsel for the official
committee of unsecured creditors. Omni Management Group LLC is
the Debtors' claims agent. In their formal schedules, MagnaChip
Semiconductor S.A. disclosed US$951,917,782 in assets against
US$845,903,186 in debts while MagnaChip Semiconductor B.V.
disclosed assets of US$762,465,739 against debts of
US$1,800,612,084.
MAHALO ENERGY: Releases Second Quarter 2009 Results
---------------------------------------------------
Mahalo Energy Ltd. has released its results for the three and six
months ended June 30, 2009.
Three Months Ended Six Months Ended
Jun 30 Jun 30 Jun 30 Jun 30
SUMMARY OF RESULTS 2009 2008 2009 2008
(Restated) (Restated)
(2) (2)
Financial ($ 000's except per
share) (1)
Continuing operations:
Petroleum and natural gas
revenue 7,276 9,213 16,890 16,993
Operating netback 3,282 4,836 7,750 9,281
Loss from continuing
operations (6,689) (888) (6,803) (1,278)
Per share - basic & diluted (0.11) (0.01) (0.11) (0.02)
Loss from discontinued
operations (1,514) (30,616) (2,376) (30,720)
Per share - basic & diluted (0.03) (0.52) (0.05) (0.52)
Net loss (8,203) (31,504) (9,179) (31,998)
Per share - basic & diluted (0.14) (0.53) (0.16) (0.54)
Funds from (used in) continuing
operations (236) 2,798 2,165 5,916
Per share - basic 0.00 0.05 0.04 0.10
Funds from (used in)
discontinued
operations (316) 3,571 (1,133) 5,824
Per share - basic (0.01) 0.06 (0.02) 0.10
Funds from (used in)
operations (552) 6,369 1,032 11,740
Per share - basic (0.01) 0.11 0.02 0.20
Operational (1)
Average daily sales volumes
(boe):
Continuing operations 1,802 2,029 2,007 2,039
Discontinued operations 64 1,254 70 1,304
Continuing operations:
Average selling price ($/boe) 44.37 48.26 46.50 45.80
Operating netback ($/boe) 20.02 22.42 21.34 25.01
(1) Refer to special advisories set forth in the Company's MD&A
regarding use of Non-GAAP financial measures and barrel of oil
("boe") equivalent volumetric measures.
(2) Restated to reflect "discontinued operations" accounting in
respect of Canadian resource assets.
Financial
During second quarter 2009, the Company had petroleum and natural
gas revenues from continuing operations of $7.3 million, a net
loss from continuing operations of $6.7 million and a net use of
funds from continuing operations of $0.2 million. Lower operating
netback and significantly higher interest and financing costs were
contributing factors when comparing current quarter results from
continuing operations with the same period in 2008.
In second quarter 2008, the Company recorded a $32.3 million
write-down of Canadian resource assets, which in turn, was
primarily responsible for the loss from discontinued operations
during that period.
Operational
In 2008, Mahalo committed to dispose of its Canadian resource
assets; the process was effectively complete by quarter's end.
The first and second quarters of 2009 saw virtually no activity on
Mahalo's oil and gas properties. Expenditures were kept to an
absolute minimum to conserve cash. Production from Mahalo's US
operations averaged 1,802 boe per day, down 412 boe per day from
the immediately preceding quarter due to natural decline and
suspension of certain routine maintenance procedures. The Company
has not drilled a well since October 2008.
Creditor Protection and Going Concern Issues
The Company has been exploring strategic alternatives since the
fall of 2008 and during this period, has had discussions with a
number of interested parties. Unfortunately, no satisfactory
offers or proposals were received; management concluded that no
transaction was likely to take place in the immediate future. In
March 2009, the Company breached certain conditions of it credit
facility agreement when it failed to achieve certain restructuring
and/or refinancing initiatives and was unable to pay amounts
aggregating US$15 million which were payable under the credit
facility agreement on March 31, 2009. As a result, the Company,
with the unanimous authorization of its Board of Directors,
determined that a business and financial restructuring could best
be achieved within the framework of creditor protection.
On May 21, 2009, Mahalo Energy (USA) Inc. filed a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code. Under Chapter 11, the Company may seek an
adjustment of debts, either by reducing the debt or by extending
the time for repayment, or may seek a more comprehensive
reorganization. The creditor protection will end as a result of
dismissal of the Chapter 11 Case, which would in turn reflect a
successful restructuring, or alternatively, the conversion of the
Chapter 11 Case into a Chapter 7 Case under the United States
Bankruptcy Code. A Chapter 7 Case provides for liquidation of the
debtor's assets and subsequent distribution of proceeds to
creditors.
On May 22, 2009, Mahalo Energy Ltd. obtained an order from the
Court of Queen's Bench of Alberta for protection under the
Companies' Creditors Arrangement Act (Canada). The Initial Order
granted a stay period of 30 days, which has subsequently been
extended and currently expires on October 30, 2009. There is no
guarantee that Mahalo will be able to obtain court orders or
approvals with respect to motions, including motions to further
extend the stay period, which it may file from time to time with
the Canadian Court. Alger & Associates Inc. was appointed by the
Canadian Court to monitor Mahalo's property and the conduct of it
business.
The Court Orders providing creditor protection permit Mahalo to
remain in possession and control of its property, carry on its
business, retain employees and other service providers and
continue with the process of evaluating strategic alternatives
available to the Company, including a sale of Mahalo or its
assets. Although the Company did enter into a financing
commitment for approximately $2 million of debtor in possession
financing with its lender, Ableco Finance, LLC, such financing was
not approved by the US Court and therefore was not realized.
Mahalo has engaged Alvarez & Marsal North America, LLC, a United
States firm, to act as advisors to the Company to assist with the
business and financial restructuring, a process which may involve
the sale of all or substantially all of the Company's assets.
The outcome of these matters is dependent on factors outside of
the Company's control, cannot be predicted at this time and raise
substantial doubt about the Company's ability to continue as a
going concern.
Management and Board Changes
During June 2009, Mr. James Burns, President and CEO and Director
of Mahalo and Mr. Willie Dawidowski, Chief Financial Officer of
Mahalo resigned their positions. Mr. David Burton has been
appointed President and CEO and Director to replace Mr. Burns.
Mr. Stuart King has assumed the duties of Chief Financial Officer.
In July 2009, Mr. Kevin Wolfe and Mr. David Butler ceased to be
directors of the Company. Mahalo wishes to thank James, Willie,
Kevin and David for their valued contributions to the Company.
Additional Information
On May 1, 2009, the Company agreed to a voluntary delisting from
the TSX as a result of its inability to meet continuing listing
requirements. On August 19, 2009, the Company obtained a listing
of its common shares on the NEX Board of the TSX Venture Exchange
under the symbol CBM.H.
Mahalo's has filed its unaudited consolidated financial statements
and related managements' discussion and analysis for the three and
six months ended June 30, 2009 on SEDAR -- http://www.sedar.com.
About Mahalo Energy (USA) Inc.
Mahalo Energy (USA) Inc. has 300 producing wells in Oklahoma and
60,000 acres of gas-bearing shale formations. Tulsa, Oklahoma-
based Mahalo Energy filed for Chapter 11 on May 21, 2009 (Bankr.
E.D. Okla. Case No. 09-80795). The Debtor filed for Chapter 11
following a default in its secured debt, resulting from increasing
commodity prices and failure to meet targets to overall production
levels.
Stephen W. Elliott, Esq., at Kline, Kline, Elliot & Bryant, PC,
represents the Debtor in its restructuring efforts. The Debtor
listed $10 million to $50 million in assets and $100 million to
$500 million in debts.
MARVIN RAMPERSAUD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Marvin Rampersaud
2750 Jockey Circle E
Davie, FL 33330
Bankruptcy Case No.: 09-28463
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Judge: Raymond B. Ray
Debtor's Counsel: Stan Riskin, Esq.
950 S Pine Island Rd #A-150
Plantation, FL 33324
Tel: (954) 727-8271
Fax: (954) 727-8274
Email: slriskin@aol.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of at least
$2,941,500, and total debts of $3,657,882.
A full-text copy of Mr. Rampersaud's petition, including a list of
his 20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/flsb09-28463.pdf
The petition was signed by Mr. Rampersaud.
MASHANTUCKET: Debt Restructuring May Cause Lenders to Retrench
--------------------------------------------------------------
Moody's Investors Service published an article in its Weekly
Credit Outlook stating that the Mashantucket (Western) Pequot
Tribe's recent announcement regarding a potential debt
restructuring could ultimately cause lenders to retrench from the
Native American gaming segment. This could be particularly so if
the Tribe decides to pursue a course of action that results in
impairment to its existing lenders while protecting its ability to
receive large cash distributions from its gaming operation.
"A decision by the Tribe not to service its debt in a timely
manner or honor its financial contracts -- particularly if it has
the capacity to service its debt -- could cause lenders to
retrench from this segment", stated Keith Foley, Moody's Senior
Vice President. "This would make it difficult for other Native
American gaming issuers to raise additional funds in the capital
markets."
The Native American Gaming industry has reached an important
crossroads. There are a number of risks to lending to the Native
American gaming industry -- such as the "sovereign immunity" of
such organizations. The manner in which various of these issues
are resolved in a period of financial stress have never been
tested.
Actions taken by the Tribe raise broad concerns for both Native
American gaming issuers and creditors. "The Tribe owns the
largest gaming facility in the U.S. and has a long history of
gaming and debt issuance. As a result, its actions could have a
substantial influence on other Native American gaming issuers,"
according to Foley. "Any action by the Tribe that tests the
unique risks associated with Native American gaming debt
financings could also set a precedent for how financial disputes
between Native American gaming issuers and lenders are resolved,"
added Jacques Ouazana, Assistant Vice President.
Moody's previous rating action was on August 26, 2009, when the
Tribe's Corporate Family Rating was lowered to Caa2 from B1 and
all of its ratings were placed on review for possible downgrade.
MAUI PRINCE: Lender Wants a Receiver to Take Over Hotel
-------------------------------------------------------
Barry Sullivan, who represents Wells Fargo, has asked a court to
appoint a receiver to take over the Maui Prince Hotel and keep it
open, Janis L. Magin at Pacific Business News (Honolulu) reports.
Mr. Sullivan said in a statement, "The lender [Wells Fargo] wants
a solution but it has now become evident that there are serious
operational concerns. Despite these losses, Maui Prince had been
unable or unwilling to provide the lender with an accurate
projection of losses and cash needs."
Maui Prince is under the management of Prince Hotels Hawaii and
has been losing $1 million per month, Pacific Business relates,
citing Mr. Sullivan. The report says that Wells Fargo filed for
foreclosure on the hotel and resort on August 24, claiming that
the resort owners -- Everett Dowling and Morgan Stanley -- had
defaulted on a mortgage of $192.5 million.
Everett Dowling and Morgan Stanley bought the Makena Resort in
2007 from Prince Hotels Hawaii owner Seibu Group of Japan for
$575 million. The joint venture, says Pacific Business, had put
in $200 million in equity and borrowed the remaining $227 from
mezzanine lenders.
According to Pacific Business, Prince Hotels planned to stop
running Maui Prince and the Makena North golf course on
September 16, which Mr. Sullivan says is partly due to a demand
that Wells Fargo assume $9.3 million in obligations to its 380
employees dating back to 1986, when the hotel first opened. The
report states that the demand caused talks between Prince Hotels
and Wells Fargo to collapse.
Wells Fargo hadn't given the hotel "adequate assurance that funds
will be made available to pay for payroll and operating expenses
for the hotel and golf course," Pacific Business says, citing
Prince Hotels President Donn Takahashi. Mr. Sullivan, the report
states, argued that Wells Fargo has been making funds available
for payroll and other expenses through this month and on Monday
had advanced $247,000 to pay vendors and suppliers. According to
the report, Mr. Sullivan said that Maui Prince hadn't provided by
August 27 a draft budget or a plan to cut losses.
Mr. Sullivan said in a statement that the Maui Prince has now
agreed to pay workers what is owed, though that couldn't yet be
confirmed. Pacific Business quoted Mr. Sullivan as saying, "The
one piece of good news from yesterday was that Maui Prince has
publicly assured its workers that it would in fact pay those
obligations. This is a major issue and Maui Prince should be
recognized and congratulated for having now agreed to do this."
According to Pacific Business, International Longshore and
Warehouse Union Local 142, which represents a majority of Maui
Prince's workers, also wants a receiver to be appointed.
Pacific Business relates that a motion was filed in the 2nd
Circuit Court on Maui nominating Honolulu lawyers Miles Furutani
and George Van Buren as receivers, and Wells Fargo has asked that
Circuit Judge Shackley Raffeto to expedite a hearing on the
request. According to the report, Wells Fargo also nominated:
-- Honolulu attorney Stephen Mau as receivership general
counsel;
-- Honolulu attorney Anna Elento-Sneed as receivership labor
counsel; and
-- Peter Herndon as the hotel management and transition
advisor.
Citing Mr. Sullivan, Pacific Business states that Wells Fargo is
setting up an escrow account to be used by the receiver, upon
court approval, to fund Maui Prince's operations.
Maui Prince Hotel is based in Hawaii. It is a golf resort and is
the last hotel on the road through Wailea.
MECACHROME INT'L: Restructuring Plan Gets Canada Court Nod
----------------------------------------------------------
Mecachrome International Inc. announced that it received, at a
hearing held earlier September 1, a sanction order from the
Superior Court of the Province of Quebec approving the Company's
proposed debt and capital restructuring plan pursuant to the
Companies' Creditors Arrangement Act and the Canada Business
Corporations Act. The Court found that the Plan is fair,
reasonable, and in the best interests of Mecachrome and its
creditors. At the creditors' meeting held August 26, 2009, 92.7%
of all voting creditors, and 99.5% of the total amount voted by
all creditors, voted to accept the Plan.
"We are entering the final stretch of our recapitalization
process," said Julio De Sousa, President and Chief Executive
Officer of Mecachrome. "Once the Plan is implemented, the Company
will emerge financially stronger, poised to pursue growth
opportunities".
The Plan remains subject to certain conditions, including the
adoption by the French Court of a safeguard plan (plan de
sauvegarde) for the Company's French subsidiaries. If these
conditions are not satisfied there can be no assurances that they
will be waived or that alternate financing will be available on
acceptable terms. The Company will advise as to the progress of
its French subsidiaries under the safeguard procedure (proc‚dure
de sauvegarde) in France in due course. The Company intends to
publicly announce the effective date of the Plan at least three
days in advance. The Plan provides that the Company's existing
shares (multiple voting shares and subordinated voting shares)
will be cancelled for no consideration.
About Mecachrome International Inc.
Mecachrome is a leader in the design, engineering, manufacture and
assembly of complex precision-engineered components for aircraft
and automotive applications, including aerostructural and aircraft
engine components, high-end automobile engine components and motor
racing engines. Since 1937, Mecachrome has established a
significant presence and global reputation in certain high-
precision sectors of the aerospace, automotive and industrial
equipment industries, providing services primarily to original
equipment manufacturers.
Mecachrome is currently subject to Court protection under the
Companies' Creditors Arrangement Act in Canada and under similar
protection from the Courts for its French subsidiaries under the
safeguard procedure (procedure de sauvegarde) in France.
Mecachrome also initiated ancillary proceedings before
the United States Bankruptcy Court for the Central District of
California to obtain the enforcement and recognition of the
Canadian proceedings. The U.S. Court granted Mecachrome's
Petition for recognition of foreign proceedings on August 19,
2009.
Mecachrome International Inc., et al filed for Chapter 15 with the
U.S. Bankruptcy Court for the Central District of California in
Los Angeles on June 5, 2009 (Case No. 09-24076). The Hon. Richard
M. Neiter presides over the case. Daniel H. Slate, Esq., at
Buchatler Nemer, reprepresents the Chapter 15 Debtors as counsel.
In its petition, the Debtors listed between $100 million and
$500 million in assets, and between $500 million and $1 billion in
debts.
The documentation related the Canadian, French and U.S. court
filings is available on Ernst & Young Inc.'s Web site at
http://documentcentre.eycan.com/Pages/Main.aspx?SID=91
MERRILL LYNCH: BofA Offering to Repay Some of Bailout Money
-----------------------------------------------------------
Dan Fitzpatrick at The Wall Street Journal reports that Bank of
America Corp. is offering to repay part of its debt to the
government.
According to The Journal, the U.S. is pushing for BofA to pay at
least $500 million to shelve a tentative pact that would have had
the government share its losses on certain assets.
The Journal relates that BofA is suggesting that it could start
paying the $20 billion of additional aid it got from the
government in January 2009, when the bank was hesitating to
complete its takeover of Merrill Lynch. The Journal notes that
repaying that debt would mean that BofA would no longer be an
"exceptional" aid recipient, which has put it under the scrutiny
of the Congress and regulators, with its pay packages subject to
review by the federal "pay czar."
Citing a person familiar with the matter, The Journal states that
an "appropriate fee" was required if BofA would end the
arrangement. According to the report, the Treasury and the
Federal Reserve are asking BofA to pay $300 million to
$500 million and are pushing executives to consider a number on
the high end of that spectrum. BofA is considering the payment.
Dana Cimilluca at the The Journal relates that some top bankers
feared that BofA wasn't committed to aggressively chasing every
deal to paying top dollar for its top bankers, who left a former
Merrill overseas operation.
The Journal reports that BofA corporate and investment banking
chief Tom Montag will name a management team as early as next
week. The Journal quoted Mr. Montag as saying, "Ken [Lewis] and I
both know there are greater growth opportunities outside the U.S.
We're actively engaged in hiring people to take advantage of our
resources."
About Bank of America
Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services. The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users. Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world. Bank
of America offers support to more than 4 million small business
owners. The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.
The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.
Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories. As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide. Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management. Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).
As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2. The preferred stock rating was downgraded to B3
from Baa1. The holding company's short-term rating was affirmed
at Prime-1.
MIDWAY GAMES: Sumner Redstone Seeks Dismissal of Creditors Suit
---------------------------------------------------------------
Sumner Redstone and companies he controls submitted another motion
seeking dismissal of lawsuit originally filed against them in May
by the Official Committee of Unsecured Creditors of Midway Games
Inc., Bill Rochelle at Bloomberg News reported.
After Mr. Redstone and other defendants filed their first
dismissal motion in July, the Creditors Committee modified the
complaint that relied heavily on violation of Delaware corporate
law. Mr. Redstone contends in the new motion that the Committee
dropped many of the Delaware claims to avoid having the lawsuit
moved to Delaware state court from U.S. Bankruptcy Court. He
argues that claims in the new complaint for preference and
fraudulent transfer are "actually pernicious rather than simply
ridiculous."
To recall, the Creditors Committee filed a suit before the
Bankruptcy Court against former majority shareholder Sumner
Redstone, current owner Mark Thomas, and members of its board for
a series of "disastrous and ill advised financial transactions"
that occurred in 2008. The Committee alleged that the defendants
entered into transactions that generated more than $700 million in
tax losses, which enabled them to obtain a massive tax refund.
The transactions, the Committee says, have caused the Debtors to
lose the ability to take advantage of their valuable accumulated
net operating losses and other tax assets. The Committee
questioned the Board's decision to seek $90 million from Mr.
Redstone's National Amusements Inc. when the Company was already
in perilous financial shape.
The Creditors Committee has reached a settlement with Mr. Thomas.
Mr. Thomas, according to the Committee, paid Redstone $100,000 in
November 2008 to buy Mr. Redstone's 87% ownership of Midway plus a
secured claim for $30 million and a $40 million unsecured claim.
The settlement has Mr. Thomas waiving the entire $40 million
unsecured claim and reducing the secured claim to $5 million from
$30 million.
About Midway Games
Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- with offices
throughout the world, is a leading developer and publisher of
interactive entertainment software for major videogame systems and
personal computers.
The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465). Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts. Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel. Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.
On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is approximately $49 million,
including the assumption of certain liabilities.
At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities. A full-text copy of the
Debtors' monthly operating report for the month ended June 30, is
available at http://researcharchives.com/t/s?41c1
MPI HOMES: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MPI Homes, Inc.
4850 Liberty Road
Villa Rica, GA 30180
Bankruptcy Case No.: 09-82779
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Judge: Margaret Murphy
Debtor's Counsel: Edward F. Danowitz Jr., Esq.
Danowitz & Associates, P.C.
300 Galleria Parkway, NW, Suite 960
Atlanta, GA 30339
Tel: (770) 933-0960
Email: edanowitz@danowitzlegal.com
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
2 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/ganb09-82779.pdf
The petition was signed by James G. Messer, president of the
Company.
NPOT PARTNERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: NPOT Partners I, LP
5712 Colleyville Blvd., Suite 200
Colleyville, TX 76034
Case No.: 09-45412
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Debtor's Counsel: Mark Joseph Petrocchi, Esq.
Griffith, Jay & Michel, LLP
2200 Forest Park Blvd.
Ft. Worth, TX 76110
Tel: (817) 926-2500
Fax: (817) 926-2505
Email: mpetrocchi@lawgjm.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $500,001 to $1,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
MILACRON INC: Amends Certificate of Incorporation to Change Name
----------------------------------------------------------------
MI 2009 Inc., formerly known as Milacron Inc., on August 21, 2009,
filed with the Secretary of State of Delaware an amendment to its
Certificate of Incorporation, changing the name of the Company
from "Milacron Inc." to "MI 2009 Inc." and received confirmation
of the filing's acceptance on August 26, 2009.
As reported by the Troubled Company Reporter, Milacron completed
the sale of substantially all of its assets on August 21, 2009.
Milacron said in an August 26 regulatory filing that the
consideration provided by the purchaser of its assets consisted
almost entirely of the payment and assumption of certain specified
liabilities of the Debtors. "The Debtors' remaining assets are
not sufficient to satisfy the claims of the Company's creditors,"
Milacron said.
Accordingly, the holders of the Company's Preferred and Common
Stock will not receive anything of value at the conclusion of the
Debtors' bankruptcy proceedings. The Company considers its
Preferred and Common Stock to be worthless.
Milacron and certain of its subsidiaries sold their assets to
Milacron LLC, a company formed by affiliates of Avenue Capital
Group, certain funds or accounts managed by DDJ Capital Management
LLC and certain other entities that together hold approximately
93% of the Company's 11-1/2% Senior Secured Notes, pursuant to a
Purchase Agreement dated as of May 3, 2009, as amended.
In return for the Debtors' assets, the Purchaser provided total
consideration of approximately $180 million, consisting of
repayment of the Company's debtor-in-possession loan facilities
(one of which was provided by the Participating Noteholders),
assumption of certain of the Debtors' other liabilities, including
ordinary course liabilities and other debt, credit bid of a
portion of the Participating Noteholders' Secured Notes and
payment of additional consideration to non-Participating
Noteholders. The amount and nature of the consideration were
determined by arm's length negotiation between the parties.
About Milacron Inc.
Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ)
supplies plastics-processing technologies and industrial fluids,
with major manufacturing facilities in North America, Europe and
Asia. First incorporated in 1884, Milacron also manufactures
synthetic water-based industrial fluids used in metalworking
applications.
The Company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235). On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada. The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.
Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts. Conway, Del Genio, Gries Co., LLC,
is the Debtors' financial advisor. Rothschild Inc. is the
Debtors' investment banker and financial advisor. Kurtzman Carson
Consultants LLC is the noticing, balloting and disbursing agent
for the Debtors. Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp. Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.
At June 30, 2009, the Company had $528,548,000 in total assets and
$818,577,000 in total liabilities.
Milacron Inc. asked the Bankruptcy Court to change its name to MI
2009 Inc. following the Court-sanctioned sale of its assets to an
investor group.
NEUMANN HOMES: APC Wants Stay Relief for Defense vs. BofA Suits
---------------------------------------------------------------
Another Plumbing Company LLC and Bestler Corp., in separate
motions, sought and obtained approval of the U.S. Bankruptcy
Court for the Northern District of Illinois to defend themselves
in lawsuits filed by Bank of America N.A.
Both companies were named defendants in the Lawsuits, which BofA
filed against Neumann Homes Inc. in state courts in Illinois.
The Lawsuits seek to foreclose on Neumann Homes' properties in
Summer Gate at Southbury, Prairie Ridge Subdivision, Church
Street Station and Glen at Lakemoor Farms.
APC and Bestler have interest on the properties on account of the
labor and materials they provided to Neumann Homes for its
various construction projects.
About Neumann Homes
Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US. The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan. The Company has built more than 11,000 homes in some
150 residential communities. The Company offers formal business
training to employees through classes, seminars, and computer-
based training.
The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412). George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases. The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding. When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.
(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)
NEUMANN HOMES: Files Fraudulent Transfer Suit vs. Former CEO
------------------------------------------------------------
Neumann Homes Inc. and its affiliated debtors filed a lawsuit
against their former chief executive Kenneth Neumann, Jean
Neumann and KJET Office Building LLC.
In a 23-page complaint, the Debtors alleged, among other things,
that the defendants received fraudulent transfers that should be
avoided and breached fiduciary duties to Neumann Homes.
The Debtors' lawyer, Ross Kennedy, Esq., at Bracewell & Giuliani
LLP, in Houston, Texas, noted in the complaint that Mr. Neumann
caused Neumann Homes to fraudulently transfer $2.7 million to the
defendants in 2006. Of the $2.7 million, about $2 million was
allegedly transferred to Mr. Neumann and his wife on March 23,
2006, while $700,000 was transferred to KJET on July 31, 2006.
"The Debtors received less than reasonably equivalent value in
exchange for such transfers or obligations," Mr. Kennedy said.
"The Debtors were insolvent on the date that such transfers were
made or became insolvent as a result of such transfers," he
added.
Mr. Kennedy further asserted that the transfers were made to or
for the benefit of the Neumanns and KJET, insiders of the
Debtors, and were not in the ordinary course of business.
A similar lawsuit filed by the Creditors Committee against Mr.
Neumann has been dismissed at the request of the Committee.
About Neumann Homes
Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US. The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan. The Company has built more than 11,000 homes in some
150 residential communities. The Company offers formal business
training to employees through classes, seminars, and computer-
based training.
The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412). George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases. The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding. When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.
(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)
NEUMANN HOMES: Gets Court Nod for Bracewell as Special Counsel
--------------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Northern District of Texas
for authority to employ Bracewell & Giuliani LLP as their special
counsel.
The Debtors tapped the services of Bracewell because of the need
to pursue potential claims and causes of action on behalf of their
estates, according to Paul Andrews, chief restructuring officer of
Debtor Neumann Homes Inc. He says these include claims and causes
of action against former executive officer Kenneth Neumann and his
wife and disputes involving NeuDearborn.
Bracewell has the necessary background, resources, expertise,
historical performance and dedication to assist the Debtors by
performing legal work in the range of matters that may arise in
the context of this case, Mr. Andrews asserts.
As special counsel to the Debtors, Bracewell is tasked to:
(1) assist and advise the Debtors in analyzing the claims and
causes of action owned by the Debtors against former
officers and directors of Neumann Homes and any other
third parties;
(2) prepare and file pleadings as necessary to pursue the
Debtors' claims and causes of action to recover the value
of certain tax refunds, preferential transfers and other
assets of the Debtors;
(3) conduct appropriate examinations of witnesses, claimants
and other parties in connection with the litigation;
(4) represent the Debtors in any adversary cases and other
proceedings that may affect the Debtors' claims and causes
of action;
(5) collect any judgment that may be entered in the litigation
related to the claims and causes of action;
(6) handle any appeals that may result from the contemplated
litigation; and
(7) perform any other legal services related to the
prosecution of the Debtors' claims and causes of action.
Mr. Andrews says Bracewell will be paid $50,000 for each claim and
cause of action that will be settled by April 30, 2009. If a
claim or cause of action is resolved after that date but before
the Debtors' plan of reorganization is confirmed, the Debtors
propose to entitle Bracewell to receive $450 per hour for its
services.
The Debtors and Bracewell expect to negotiate and present to the
Court at a later date a retention and compensation agreement, if
Bracewell's services are required after confirmation of the
Debtors' plan of reorganization.
Ross Kennedy, Esq., a partner at Bracewell, says his firm does not
have interest materially adverse to the interest of the Debtors'
estates or their creditors. He assures the Court that his firm is
a disinterested person under section 101(14) of the Bankruptcy
Code.
About Neumann Homes
Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US. The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan. The Company has built more than 11,000 homes in some
150 residential communities. The Company offers formal business
training to employees through classes, seminars, and computer-
based training.
The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412). George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases. The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding. When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.
(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)
NYC OFF-TRACK BETTING: To File for Chapter 9 Petition
-----------------------------------------------------
New York Governor David A. Paterson on September 1 signed
Executive Order No. 27, authorizing the New York City Off-Track
Betting Corporation to file a petition for reorganization under
Chapter 9 of the federal bankruptcy code. The Governor issued the
order after it was determined that NYCOTB requires major
restructuring to regain solvency. Governor Paterson has directed
the NYCOTB Board of Directors, led by Chairman Meyer "Sandy"
Frucher, to provide the Governor's Office with a restructuring
plan within two months, which likely will include a Chapter 9
filing for NYCOTB.
"This Executive Order will provide necessary flexibility to help
restore NYCOTB to financial viability without any investment of
State resources," said Governor Paterson. "When we assumed
responsibility for the struggling NYCOTB from New York City, we
acted decisively to protect approximately 40,000 jobs statewide,
which are maintained by the horseracing and breeding industries
and depend on OTB revenue. After a year of study and intense
effort at reorganization, we have determined that Chairman Frucher
and the NYCOTB board need the tool of a Chapter 9 restructuring to
keep NYCOTB in operation."
NYCOTB is currently running a structural deficit of nearly
$600,000 per month. This is compounded by unfunded liabilities in
excess of $500 million, a significant portion of which is employee
retirement, health and related benefits. Declining wagering
revenues, an outdated business model and an unfavorable statutory
funding formula are contributing factors to NYCOTB's insolvency.
Chairman Frucher, who Governor Paterson appointed last June, said:
"NYCOTB will likely be unable to fund operations beyond March 31,
2010. We are considering a range of options aimed at restoring
fiscal equilibrium to NYCOTB. Our goal is make NYCOTB a modern
wagering operation that can operate lean and maximize revenue for
State and local governments as well as the horseracing and
breeding industries. In this process, we are committed to
treating the NYCOTB workforce in a fair and equitable manner. And
to the fullest extent possible, the NYCOTB Board intends to
achieve consensus among all of the Corporation's racing industry
stakeholders, its employee representative organizations and other
creditors during this reorganization process."
Chairman Frucher's findings are supported by an audit produced by
the New York State Comptroller's Office, which recognized NYCOTB
as a critical component of the horseracing industry that it called
"too important to fail." The Comptroller's report added that
"inaction will mean insolvency."
At Governor Paterson's direction, the NYCOTB Board's restructuring
plan will focus on reducing NYCOTB's expenses, and will include
recommendations to modernize the operational model to meet the
demands of a changing wagering demographic.
Pari-mutuel betting on horseracing is authorized by the New York
State Constitution in order to derive reasonable revenue for the
support of government. In 1970, the Legislature authorized the
off-track betting system in New York, which included the
establishment of NYCOTB as a public benefit corporation. Since
its establishment, NYCOTB has generated in excess of $4.5 billion
for the support of State and local governments and the horse
racing industry. NYCOTB handles almost half of the total amount of
money wagered on horse racing annually in New York State.
New York Racing Association President and CEO Charles Hayward
said, "NYRA applauds the bold initiatives that Governor Paterson
and Chairman Frucher are undertaking to reorganize NYCOTB, which
plays a critical role in the horse racing industry and the economy
of New York State. We pledge to work with them in advancing the
interests of racing industry stakeholders and the citizens of New
York."
President of IBT Local 858 Barbara Reda said, "Today is a new day
for NYCOTB, and we commend Governor Paterson for his leadership in
helping restore NYCOTB to sound fiscal ground. We are hopeful
that this plan will allow NYCOTB to prosper again, to the benefit
of the State, our members and, of course, the racing industry. We
hope the legislators will cooperate with this effort and will
include the regional OTBs in regard to important issues they
face."
DC 37 Executive Director Lillian Roberts said: "DC 37 is committed
to working with Governor David Paterson and the State Legislature
to preserve the operations of the economic engine of the State -
the NYCOTB - and to protect the jobs and benefits of the
dedicated, hard-working employees of OTB. This includes all
provisions provided under the current contract."
A full-text copy of Executive Order No. 27 is available at:
http://www.ny.gov/governor/executive_orders/exeorders/eo_27.html
OCEANFRONT PROPERTIES: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Oceanfront Properties LLP
PO Box 1036
Hanalei, HI 96714
Bankruptcy Case No.: 09-01987
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
District of Hawaii (Honolulu)
Judge: Bankruptcy Judge Robert J. Faris
Debtor's Counsel: James Ireijo, Esq.
P.O. Box 576
Cool, CA 95614-0576
Tel: (808) 988-7720
Fax: (530) 885-1322
Email: waikikilawyer@thegrid.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
3 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/hib09-01987.pdf
The petition was signed by Nicky Michaels, president and general
manager of the Company.
OPUS EAST: Chapter 7 Trustee Hires C&T as Counsel
-------------------------------------------------
Jeoffrey L. Burtch, the Chapter 7 Trustee of the Opus East
Debtors, sought and obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Cooch and Taylor as
his general counsel nunc pro tunc to July 1, 2009.
The Chapter 7 Trustee submits that there have been many time-
sensitive and pressing matters requiring his immediate attention,
including, but not limited to, identifying and complying with any
applicable deadlines, responding to pending motions, and
otherwise stabilizing the cases in connection with the long term
administration of the Estates. In connection with the time
sensitive matters, the Chapter 7 Trustee requires the advice of a
legal counsel.
The Cooch & Taylor professionals and their hourly rates are:
Name Position Hourly Rate
---- ------- -----------
Jeoffrey L. Burtch Director $430
Adam Singer Special Counsel $405
Robert W. Pedigo Director $320
Henry A. Heiman Of Counsel $460
Dale R. Dube Associate $390
Susan E. Kaufman Associate $360
M. Claire McCudden Associate $230
R. Grant Dick, IV Associate $225
Jeffrey M. Rigby Associate $225
Steve Bridgett Bankruptcy Engagement Mgr $215
Sharyn Hallman Paralegal $175
January Reif Paralegal $175
Kerry Bish Paralegal $160
Jacqueline Brown Paralegal $145
Robert w. Pedigo, Esq., a director at Cooch & Taylor, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code in that Cooch &
Taylor are not creditors, equity security holders or insiders of
the Debtors.
About Opus East
Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994. It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware. Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.
Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News. The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
OPUS EAST: Chapter 7 Trustee Hires LPI as Consultant
----------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, Jeoffrey L.
Burtch, the Chapter 7 Trustee of the Opus East Debtors, ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to employ The Land Partners, Inc., as real estate consultant nunc
pro tunc to July 23, 2009, to analyze and value the real property
of the Opus East Debtors' Chapter 7 cases.
The Land Partners is a company which has been involved in the
real estate industry for over five years. Ray Fox is the Vice
President of Land Partners and will be the primary professional
involved in this engagement, the Chapter 7 Trustee tells the
Court. He submits that Ray Fox has been active in the real
estate industry since 1979 as a broker and development and
investment consultant.
The Debtors will pay Land Partners $300 per hour and reimburse
all actual, reasonable and necessary expenses and other charges
incurred during the performance of its duties.
Mr. Fox assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.
About Opus East
Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994. It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware. Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.
Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News. The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
OPUS EAST: Chapter 7 Trustee Opposes CTIC Release of Funds
----------------------------------------------------------
Pallone Asset Management LLC is asking the U.S. Bankruptcy Court
for the District of Delaware to lift the automatic stay in order
for Chicago Title Insurance Company to release certain escrowed
funds.
PASM and Opus East LLC were parties to a real estate sales
contract, whereby the Opus East contracted to purchase certain
real property in Fairfax County, Virginia, for $15 million. The
Contract was terminated prepetition due to Opus East's defaults
and its failure to cure the defaults within the requisite cure
period. Accordingly, the Contract may not be assumed or assigned
by Opus East.
The purchase price was to be paid in monthly installments of
$40,000 on the first of each month, deliverable into an escrow
account maintained by the Escrow Agent, as a "good-faith deposit"
until nine months after the various governmental approvals were
issued as required by the Contract. At that time, the amount in
the escrow account would be credited against the purchase price,
and the remainder of the unpaid purchase price would be deposited
by Opus East in the escrow account.
According to Jeremy W. Ryan, Esq., at Potter Anderson & Corroon
LLP, in Wilmington, Delaware, cause exists to grant PASM relief
from the automatic stay to direct the Escrow Agent to release
certain escrowed funds to PASM because the funds are not property
of Opus East's estate. He explains that if the Debtor defaulted
on any of its obligations under the Contract, including its
obligation to make monthly payments on the first of each month
into the escrow account, and PASM provided Opus East with 10 days
following written notice to cure the default, the entire amount
in escrow would become immediately payable to PASM and the
Contract would immediately terminate.
Chapter 7 Trustee Objects
Jeoffrey L. Burtch, the Chapter 7 Trustee of the Opus East
Debtors, asks the Court to deny PASM's request. He argues that
the Contract is an executory contract, which remains an asset of
the Opus East's Chapter 7 estate.
As of the Petition Date, the value of the escrowed Monthly
Deposits totaled $807,552, plus interest that may have accrued
from May 31, 2009, the Chapter 7 Trustee notes.
The Chapter 7 Trustee contends that PASM's request is
procedurally premature and would violate the protections afforded
by the automatic stay. He explains that the Contract did not
terminate by its terms prepetition and the Contract unequivocally
conditions its termination upon the delivery of the Deposit by
the Escrow Agent to PASM.
A provision in the Contract provides that if the Debtor fails to
settle on the Property, the Deposit will be delivered by Escrow
Agent to PASM as complete and liquidated damages and as the sole
and exclusive remedy. In that event, the Contract will terminate
and the Debtor and PASM will be relieved of further liability.
However, if Pallone fails to settle on the Property, the Debtor
will be entitled, as its sole remedy, either to terminate the
Contract, in which event the Deposit will be returned to the
Debtor or to obtain specific performance of the Contract, the
Chapter 7 Trustee maintains.
In addition, a provision in the Contract expressly provide that
the Escrow Agent is to hold and dispose of the Deposit in
accordance with the "terms of this Contract and a separate escrow
agreement among Seller, Purchaser, and the Escrow Agent executed
concurrently with the execution of this Contract . . .,"
according to the Chapter 7 Trustee. The Chapter 7 Trustee
relates that at the time of the filing of the voluntary petition
by Opus East, all the conditions precedent required for the
release of the Deposit under both the Contract and the Escrow
Agreement had not transpired prepetition.
Consequently, by the terms of both the Contract and the Escrow
Agreement, the Deposit had not been delivered by Escrow Agent to
Pallone so as to trigger the termination of the Contract in
accordance with the provisions of Paragraph 9(b) of the Contract,
the Chapter 7 Trustee tells the Court.
Since the Contract requires the disbursement of the Escrowed Fund
by the Escrow Agent as a precondition of the termination of the
Contract, the Contract was not terminated prepetition, the
Chapter 7 Trustee argues. He further contends that the Contract
remains executory and the provisions of Section 365 of the
Bankruptcy Code remain applicable.
For these reasons, the Chapter 7 Trustee insists that PASM's
request is procedurally premature.
The Chapter 7 Trustee notes that by its motion, PASM seeks to
obtain better than the benefit of its bargain, at the expense of
other creditors of the Opus East's Chapter 7 estate. He notes
hat PASM seeks to obtain not only the $807,552 Deposit, which was
funded entirely by the Debtor under the Contract towards the
purchase price of the subject real estate, but also the
unfettered right to remarket the real estate now that its value
has been enhanced by the Debtor's costly and lengthy efforts to
obtain the necessary government approvals for development.
Pallone Talks Back
On behalf of Pallone, Mr. Ryan contends that "under the plain
language of the Contract," the agreement terminated prepetition
when the Debtor failed to timely cure its default and the Escrow
Agreement does not serve to provide an additional cure period.
He adds that even if the Contract had not terminated prepetition,
the Debtor's rights and obligations under the Contract had
expired and the only obligation of any party was that of the
Escrow Agent to deliver the Escrowed Funds to PASM.
"Thus, even if not terminated, the Contract was non-executory,"
Mr. Ryan argues and notes that Section 365 does not permit the
Trustee to assume a non-executory contract.
The idea that PASM would be able to obtain the Escrowed Funds and
then sell the property to a third party at or near the Contract
price does not comport with the current real estate market
because the Contract was negotiated and signed well before the
current economic turmoil began, Mr. Ryan asserts. He further
argues that PASM remains at serious risk that the value of the
land will continue to decline and its losses mount.
For these reasons, PASM asserts that relief from the automatic
stay is appropriate.
About Opus East
Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994. It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware. Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.
Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News. The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
OPUS SOUTH: Rejects 16 Contracts & Leases
-----------------------------------------
Opus South Corp. and its affiliates sought and obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
reject these executory contracts and unexpired leases pursuant to
Section 365 of the Bankruptcy Code:
1. Lease Agreement with Ervin Leasing Company pursuant to
which Ervin leased one Xerox Model 6204 Multifunction
System copier.
2. CPC Maintenance Agreement with Xact Supply Co., Inc. for a
Xerox Model 6204 Multifunction System copier.
3. Commercial Lease Agreement with Trinity, a Division of Bank
of the West, pursuant to which Trinity leases one
copier/printer.
4. Lease Agreements by and between the Debtors and Pitney
Bowes, pursuant to which Pitney Bowes leases certain
postage machines.
5. Lease Agreement, dated June 2006, by and between the
Debtors and Creative Modular Buildings, Inc., pursuant to
which Creative leases one trailer.
6. Advertiser Agreement, dated as of April 30, 2008, by and
between Laguna Riviera Ventures LLC and CBS Outdoor,
pursuant to which CBS leases to Laguna one bulletin board.
7. Advertiser Agreement, dated as of February 5, 2008, by and
between Waters Edge One LLC and CBS, pursuant to which CBS
leases to Waters Edge one bulletin board.
8. Security Service Contract by and among the Debtors and
Integrated Systems of Florida, Inc., pursuant to which
Integrated Systems leases to the Debtors a sales center.
9. Refreshment Service Contract by and among the Debtors and
Aramark Refreshment Services, pursuant to which Aramark
leases to the Debtors a sales center.
10. Agreement by and among the Debtors and Nanak's Landscaping
Grounds Maint., pursuant to which Nanek provides to the
Debtors certain landscaping services.
11. Agreement by and among the Debtors and Young Pest Control,
pursuant to which Young provides to the Debtors certain
pest control services.
12. Furniture Purchase Agreement by and between 400 Beach Drive
LLC and Robb & Stucky, Ltd. d/b/a Robb & Stucky, pursuant
to which the Designer sold model furniture on contractual
terms to 400 Beach.
13. Furniture Purchase Agreement by and between 400 Beach
and the Designer, pursuant to which the Designer sold model
furniture on contractual terms to the Developer.
14. Furniture Purchase Agreement by and between Waters Edge and
the Designer, pursuant to which the Designer sold model
furniture on contractual terms to Waters Edge.
15. Furniture Purchase Agreement by and between Waters Edge the
Designer, pursuant to which the Designer sold model
furniture on contractual terms to Waters Edge.
16. Furniture Purchase Agreement by and between Waters Edge
and the Designer, pursuant to which the Designer sold model
furniture on contractual terms to Waters Edge.
The Opus South Debtors aver that they no longer need the
Contracts and have vacated the properties subject to the Leases.
About Opus South
Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.
The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts. The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent. The Debtors have assets and debts both ranging from
$50 million to $100 million.
Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News. The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
OPUS SOUTH: Waters Edge Secures $4.4 Mil. Financing From Wachovia
-----------------------------------------------------------------
Before the Petition Date, Wachovia Bank N.A., as administrative
agent, and certain lender parties afforded a syndicated
construction loan to Waters Edge One LLC, one of the Opus South
Debtors, amounting to $90,000,000, which was subsequently reduced
to $82,000,000. The Waters Edge Loan is evidenced by four
promissory notes, aggregating $82,000,000, and secured by first
and second lien mortgages on certain of the Debtors' properties
in various locations.
Waters Edge has also been and is currently pursuing claims
against Ruden McCloskey Smith Schuster & Russell P.A. and Mark
Grant in the Circuit Court of the Sixth Judicial Circuit in and
for Pinellas County, Florida. The subject matter of the RMSSR
Claims relates to legal services provided in connection with the
Waters Edge Property. The RMSSR Claims are subject to
$30 million of insurance coverage.
After the Petition Date, Waters Edge determined that it required
postpetition financing in order to pay operating expenses
incurred to operate its property which secures the Prepetition
Waters Edge Loan, thereby preserving the value of that property.
Accordingly, on May 7, 2009, the Debtor and Wachovia filed a
joint motion seeking authority for Wachovia to make immediate
protective advances to pay critical expenses, which the Court
approved. On June 19, 2009, the Debtor and Wachovia filed
another joint motion seeking authority for Wachovia to make
immediate protective advances to pay critical expenses, which the
Court approved on an interim basis on June 25, 2009.
At the hearing to consider the First Advance Motion, the Debtor
and Wachovia advised the Court that they have also discussed a
global settlement, which would include a larger DIP facility in
an amount sufficient to permit, among other things,
Waters Edge and Debtor 400 Beach Drive LLC to meet their ordinary
operating expenses and for Waters Edge to pursue the RMSSR
Claims. The discussions continued and culminated in a "Rule 9019
Settlement Motion" filed contemporaneously with the current
request.
Victoria Counihan, Esq., at Greenberg Traurig LLP, in Wilmington,
Delaware, asserts that Waters Edge requires postpetition DIP
financing to provide a source of funding to permit the RMSSR
Claims to be pursued, and may provide a source for recovery of
the Prepetition Waters Edge Lenders' anticipated deficiency
claim, and for other general unsecured creditors.
The Lenders will make advances, aggregating up to $4,398,585, to
Waters Edge, including an initial advance of $1,500,000 upon the
entry of an interim DIP order, with the Loan Advances to be used
in accordance with prepared budgets.
To secure all obligations of Waters Edge, the Lenders will
receive and have liens, security interests, mortgages, and
encumbrances on substantially all of the Waters Edge's property,
including the proceeds of the RMSSR Claims.
Interest on the loan advances under the DIP Facility will accrue
at a variable rate, adjusted monthly, and will accrue monthly in
arrears calculated on the basis of actual days elapsed in a year
of 360 days. The default rate of interest will be 5% higher than
the rate otherwise payable.
About Opus South
Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.
The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts. The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent. The Debtors have assets and debts both ranging from
$50 million to $100 million.
Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News. The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
OPUS WEST: Wells Fargo Has Deal Allowing to Foreclose
-----------------------------------------------------
Wells Fargo Bank, N.A., and Wachovia Bank, N.A., the Opus West
Debtors' secured lenders, ask the Court to approve a stipulation
they entered into with the Opus West Debtors lifting the
automatic stay.
Pursuant to the parties' Stipulation, the Debtors consent to
relief from the automatic stay and authorizing the Lenders to
exercise all rights and remedies, including foreclosure, with
respect to certain real property used as collateral by the
Debtors to make loans from the Lenders.
According to Michael D. Warner, Esq., at Warner Stevens LLP, in
Fort Worth, Texas, lifting the automatic stay is appropriate
because the Debtors cannot adequately protect the Lenders'
interest in the Collateral. He notes that the Debtors do not
have equity in the Collateral and that it is not necessary for
the Debtors' reorganization.
DMG and Morgan Objects
DMG Masonry Construction, Ltd., and Charles D. Morgan &
Associates, Masonry Contractors, notify the Court of their
objection to Wells Fargo's Request.
Accordingly, Garrin B. Fant, Esq., at Cutler Smith PC, in Dallas,
Texas, tells the Court that the Objecting Parties will be calling
these persons as witnesses to the hearing on Wells Fargo's
request:
1. Danny R. Morgan, Charles D. Morgan & Associates, and
Masonry Contractors
2. Troy Smith, DMG Masonry Construction, Ltd.
3. Any witnesses designated by the Debtors, Wells Fargo Bank,
Wachovia Bank, or any other party to the action
4. Any witness required for rebuttal
Lenders Reserve Right to Call Witnesses
In a separate filing, the Lenders notify the Court that they
reserve the right to call any witnesses designated by any other
party, as well as rebuttal witnesses.
About Opus West Corporation
Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.
Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts. Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel. Chatham Financial Corp. is financial advisor. BMC Group
is the Company's claims and notice agent. As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts. In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.
Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware. Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.
Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News. The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
P&F INDUSTRIES: Lenders Waive Non-Compliance With Covenants
-----------------------------------------------------------
P&F Industries, Inc., obtained a waiver from its senior lenders of
its non-compliance with certain financial covenants. In
connection with the waiver, the Company entered into an amendment
to its credit facility with the lenders which, among other things,
increases loan margin rates, requires expanded financial reporting
and obligates to Company to take certain steps to convert the
credit facility to an asset-based facility within 60 days.
P&F Industries, Inc., through its two wholly owned operating
subsidiaries, Continental Tool Group, Inc. and Countrywide
Hardware, Inc., manufactures or imports air-powered tools sold
principally to the industrial, retail and automotive markets, and
various residential hardware such as staircase components, kitchen
and bath hardware, fencing hardware and door and window hardware
primarily to the housing industry. P&F's products are sold under
their own trademarks, as well as under the private labels of major
manufacturers and retailers.
PACIFIC ENERGY: Has Addressed Potential Environmental Claims
------------------------------------------------------------
Pacific Energy Resources Ltd. has fired back at state and federal
regulators that protested its plan to abandon oil and gas
production assets near Alaska's Cook Inlet, saying the Company has
done more than enough to address potential environmental
liabilities, according to Law360.
In response to Pacific Energy's plans, Borough Mayor Dave Carey
complained that the Company had previously committed to expand --
not abandon -- operations in Cook Inlet. Mayor Carey said that
the abandonment of the assets would be devastating to the local
economy.
Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States. The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785). Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel. The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties. Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors. When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.
OCEANFRONT PROPERTIES: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Oceanfront Properties LLP
PO Box 1036
Hanalei, HI 96714
Bankruptcy Case No.: 09-01987
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
District of Hawaii (Honolulu)
Judge: Bankruptcy Judge Robert J. Faris
Debtor's Counsel: James Ireijo, Esq.
P.O. Box 576
Cool, CA 95614-0576
Tel: (808) 988-7720
Fax: (530) 885-1322
Email: waikikilawyer@thegrid.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
3 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/hib09-01987.pdf
The petition was signed by Nicky Michaels, president and general
manager of the Company.
PEAK FITNESS: Shuts Down Clemmons Shop Without Warning
------------------------------------------------------
Brent Campbell at FOX8 News reports that Peak Fitness Centers has
closed its shop in Clemmons, North Carolina, without warning.
"I'm surprised there wasn't any forewarning for all us customers,"
said FOX8 News quoted Roger Hyman as saying.
According to FOX8 News, a letter posted on the gym door by
unaffiliated fitness center Fitness 2000 said that memberships had
been transferred to the center.
As reported by the TCR on August 26, 2009, Peak Fitness shut down
its Robinhood location, which had more than 4,000 members, without
any prior announcement.
Based in Charlotte, North Carolina, Fitness Management Group, Inc.
-- http://www.peakfitnessclubs.com/-- is the holding company for
Peak Fitness centers. Peak Fitness is a leading regional provider
of fitness centers in North and South Carolina. The company
currently has 17 locations and is the largest independently
operated fitness club chain in the Carolinas.
The Company filed for Chapter 11 bankruptcy protection on July 10,
2009 (Bankr. W.D. N.C. Case No. 09-31863). James H. Henderson,
Esq., assists the Company in its restructuring efforts. The
Company listed $100,001 to $500,000 in assets and $10,000,001 to
$50,000,000 in debts.
PHARMACEUTICAL ALTERNATIVES: Owner Being Sued by Dept. of Labor
---------------------------------------------------------------
Coshocton Tribune reports that the U.S. Department of Labor is
suing Pharmaceutical Alternatives, Inc. owner B. Elise Miller for
allegedly using employees' retirement contributions for the
benefit of the Company.
Ms. Miller failed to send employee contributions to individual
retirement accounts, the Department of Labor said in court
documents. The Department of Labor said in a statement that Ms.
Miller is being sued "for improperly using plan assets withheld
from employees' pay for the benefit of the company as well as
other violations of the Employee Retirement Income Security Act."
"They withheld money from the paycheck but failed to submit it to
the IRA," Coshocton Tribune quoted Department of Labor
spokesperson Brad Mitchell as saying.
According to court documents, Ms. Miller withheld the
contributions or failed to remit them from August 5, 2005, to
January 16, 2009. Court documents say that Department of Labor
seeks to recover all the assets owed to the retirement plan.
Citing Mr. Mitchell, Coshocton Tribune relates that the amount
that the Department of Labor wants to recover for employees will
be determined during court proceedings in the U.S. District Court
Southern District Court of Ohio.
Coshocton, Ohio-based Pharmaceutical Alternatives, Inc. --
http://www.pharmaceuticalalternatives.com/-- sells food
supplements. Pharmaceutical Alternatives is the parent company of
Three Rivers Infusion and Pharmacy Specialists.
As reported in the Troubled Company Reporter on November 11, 2008,
Pharmaceutical Alternatives -- dba Three Rivers Infusion and
Pharmacy Specialists, Three Rivers Option Care, Midwest Infusion
Services, and Holzier Infusion Services -- filed for Chapter 11
protection on November 5, 2008 (Bankr. S.D. Ohio Case No. 08-
60905).
PHILADELPHIA NEWSPAPERS: Moves to Auction Assets on October 22
--------------------------------------------------------------
Parties interested in bidding on Philadelphia Newspapers must
submit their bids by Oct. 22, 2009, for an auction of the
publisher of the Philadelphia Inquirer and Philadelphia News,
according to American Bankruptcy Institute.
Philadelphia Newspapers, LLC, and its affiliates filed a Chapter
11 plan of reorganization on August 20. The Plan provides for the
sale of substantially all of the Debtors' assets to Philly Papers,
LLC, absent higher and better bids at an auction.
On August 20, the Debtors executed that an Asset Purchase
Agreement with Philly Papers. Under the deal, Philly Papers will
pay to the Debtors' estates a cash purchase price of $30,000,0000,
plus an additional cash payment in an amount equal to the Debtors'
existing deposits with their insurance carriers and credit card
processors, less the amount of accrued and unpaid administrative
and priority claims against the Debtors' estates as of the closing
of the Plan Sale and less the sum of $750,000, which will be used
to fund a liquidating trust for the benefit of the Debtors'
general unsecured trade creditors. The Debtors anticipate that
the Stalking Horse Agreement will yield gross proceeds to the
estates in the amount of over $41,000,000, after payment of
approximately $6,000,000 in administrative and priority claims.
The Debtors further anticipate that they will have approximately
$8,000,000 of cash on hand as of the closing. The purchase
proceeds plus cash on hand will be used to pay off any outstanding
debtor-in-possession financing facility advances (estimated to be
$15,000,000 as of closing) and to make a distribution to the
Debtors' senior secured lenders of approximately $36,000,000.
Additionally, the Stalking Horse Agreement does not include the
sale of the Debtors' real property located at 400 North Broad
Street, Philadelphia, Pennsylvania and certain adjacent parcels,
which will be transferred to the Agent for the senior secured
lenders under the Plan. Finally, the Plan will provide for
distribution of 3% of the equity interests in the Stalking Horse
(or other successful bidder) to holders of unsecured prepetition
creditors other than general trade creditors. The Debtors believe
that the value they will realize from the Stalking Horse Agreement
constitutes fair market value for their assets and will support a
confirmable Plan that will maximize value to their various
creditor constituencies and bring a successful conclusion to the
Chapter 11 Cases. On that basis the Debtors are prepared to
proceed with the sale of their business and assets under the
terms of the Stalking Horse Agreement and the Plan, subject to
higher and better bids in accordance with bid procedures to be
established by the Court.
The Debtors have estimated the ultimate distributions that will be
made in respect of Allowed Claims and Interests. Liquidation of
the Debtors' assets under chapter 7 of the Bankruptcy Code will
not result in a higher distribution to any Class of Claims or
Interests.
The parties contemplate closing of the sale by December 29, 2009.
Philly Papers will receive a break-up fee of $1 million and
expense reimbursement of up to $500,000 if the Debtors' close a
transaction with another party.
According to the disclosure statement explaining the Plan, holders
of secured claims, including $66 million, senior secured claims,
will recover 100 cents on the dollar. Holders of $350 million
prepetition unsecured debt claims will recover less than 1% of
their claims. Holders of prepetition unsecured trade claims will
recover up to 6%.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/PhillyNews_DiscStatement.pdf
A copy of the Insider Plan is available for free at:
http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf
Senior Lenders' Alternative Plan
As reported by the TCR on August 17, senior lenders of
Philadelphia Newspapers have asked the Bankruptcy to allow them to
submit their own reorganization Plan for the Company.
The steering group of prepetition secured lenders and Citizens
Bank of Pennsylvania, in its capacity as administrative agent and
collateral agent under a Credit and Guaranty Agreement, dated June
29, 2006, with Citizens, and certain other lender parties in the
original principal amount of $295,000,000, say they are willing to
submit a plan that is superior to the insider-backed plan the
Company is filing.
The Steering Group Plan provides the Prepetition Lenders with a
combination of (a) restructured term debt of the reorganized
company, and (b) equity in the reorganized company.
In addition, pursuant to the Plan, the Debtors' unsecured
mezzanine debt holders will receive, among other things and
subject to certain limitations, (a) a pro-rata share of 4.75% of
fully diluted new common equity in the form of shares in the
reorganized company, and (b) a pro-rata share of 15.0% of fully
diluted common equity in the reorganized company in the form of
warrants. Each of the Debtors' unsecured creditors that do not
hold mezzanine debt will receive a pro rata share of $500,000 in
cash, subject to a maximum 10% recovery on each such allowed
unsecured claim.
The Plan further provides already-arranged exit financing in the
amount of $25 million.
The lenders' proposal to terminate Philadelphia Newspapers'
exclusive rights to propose a Chapter 11 plan is scheduled for
hearing on August 28. The Debtors' exclusive rights to file a
plan expire August 31.
The Steering Group members are Angelo Gordon & Co., CIT Syndicated
Loan Group, Credit Suisse Candlewood Special Situations Master
Fund LTD., Eaton Vance Management, GECC, and Wells Fargo Foothill.
Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.
Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204). Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel. The Debtors' financial advisor
is Jefferies & Company Inc. The Garden City Group, Inc. serves as
claims and notice agent. Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.
PLIANT CORP: Court to Consider Plan Confirmation on October 6
-------------------------------------------------------------
The United Stated Bankruptcy Court for the District of Delaware
will hold a hearing October 6, 2009, at 2:00 p.m. (Prevailing
Eastern Time), to consider confirmation of the joint plan of
reorganization for Pliant Corporation and its affiliates.
The Debtors have commenced solicitation of votes on the Plan.
Ballots must be received by September 25, 2009, at 4:00 p.m.
(Prevailing Eastern Time). Objections to Confirmation of the Plan
must be filed and served September 25 at 4:00 p.m. (Prevailing
Eastern Time).
The Bankruptcy Court approved the disclosure statement explaining
the Joint Plan on August 17, 2009.
Apollo Management VI, L.P. -- on behalf of Apollo Investment Fund
VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas
Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware
892) VI, L.P. and Apollo Overseas Partners (Germany) VI, L.P., as
well as the Debtors -- filed with the Bankruptcy Court a Joint
Plan of Reorganization on August 14, 2009.
Apollo, on behalf of the Apollo Entities and the Debtors, filed
the Disclosure Statement on August 17, 2009.
Contribution of Berry Assets
On the Plan Effective Date, Reorganized Pliant and Berry Plastics
Corporation -- which is 79%-owned by Apollo Investment Fund VI,
L.P. and Apollo Investment Fund V, L.P. collectively -- will enter
into an Intercompany Services Agreement. Berry will contribute
assets related to its Stretch Films business to the applicable
Reorganized Debtors in exchange for (a) the issuance to Berry or
its designated subsidiary of 20% of Reorganized Pliant Common
Stock and (b) subject to the satisfaction of certain performance-
based thresholds, the obligation to issue to Berry or its
designated subsidiary additional shares of New Common Stock
representing 5% of the New Common Stock on a fully-diluted basis.
The Stretch Films business produces both hand and machine-wrap
stretch films, which are used by end users to wrap products and
packages for storage and shipping. The stretch films products are
sold to distributors and retail and industrial end users under the
MaxTech(R) and PalleTech(R) brands.
Issuance of Securities
On the Effective Date, the authorized capital stock of Reorganized
Pliant will consist of 5,350,000 shares of capital stock, of which
up to 5,000,000 shares will be New Common Stock, and up to 350,000
shares will be New Preferred Stock. Reorganized Pliant will also
issue in exchange for claims $250,000,000 aggregate principal
amount of 11-1/2% Senior Secured Notes due 2015 under an
indenture, and 1,930,000 Rights to purchase New Common Stock in a
Rights Offering.
Specifically, Reorganized Pliant expects to issue:
(a) a total of 514,666 shares of New Common Stock to Berry,
members of Berry management (or an entity owned by them)
and a total of 1,930,00 shares of New Common Stock to
Apollo and the other Holders of Second Lien Notes Claims
exercising their Rights pursuant to the Rights Offering,
(b) up to a total of 262,400 shares of New Preferred Stock to
holders of Second Lien Notes Claims,
(c) an aggregate of $250.0 million of 11-1/2% Senior Secured
Notes due 2015 to Holders of First Lien Notes Claims, and
(d) a total of 1,930,000 Rights to purchase all or a portion
of its Pro Rata share of the Rights Allocation to holders
of Holder of an Allowed Second Lien Notes Claim. The
Rights represent the right to acquire 75% of the issued
and outstanding shares of New Common Stock, immediately
upon consummation of the Plan, subject to dilution in the
event Reorganized Pliant issues management compensatory
stock options or other compensatory awards denominated in
shares of New Common Stock.
Pliant filed an Application for Qualification on Form T-3 with the
Securities and Exchange Commission in connection with the issuance
of New Senior Secured Notes. A full-text copy of the Form T-3 is
available at no charge at http://ResearchArchives.com/t/s?43b7
On the Effective Date, affiliates of Apollo are expected to own at
least 57.5% of the new Common Stock of Pliant.
Treatment and Recovery of Claims
As of August 28, 2009, Pliant's capitalization consisted of:
Title Amount Amount
of Class Authorized Outstanding
-------- ---------- -----------
Common Stock, $0.01 par 100,050,000 97,348 shares
value per share shares
Series AA Preferred Stock, 335,650 334,894 shares
par value $.01 per share shares
Series M Preferred Stock, 8,000 shares 8,000 shares
par value $.01 per share
18% Senior Subordinated $24,000,000 $26,500,000
Notes due 2012
11-1/8% Senior Secured unlimited $262,400,000
Notes due 2009
11-5/8% Senior Secured unlimited $393,800,000
Notes due 2009 and
11-1/8% Senior Secured
Notes due 2009
Capitalization of Pliant as of the Effective Date:
Title Amount Amount
of Class Authorized Outstanding
-------- ---------- -----------
Common stock, par value 5,000,000 2,444,666 shares
$0.001 per share -- shares
New Common Stock
Series A Cumulative 350,000 up to a total of
Perpetual Redeemable Shares 262,400 shares
Preferred Stock,
par value $.01 per share
11-1/2% Senior Secured $250,000,000 $250,000,000
Notes due 2015
The Plan provides that:
-- the First Lien Notes Claims will receive $100.0 million in
Cash and $250.0 million of New Senior Secured Notes to be
issued pursuant to the Plan,
-- the Second Lien Notes will receive, in respect of each
$1,000 of Allowed Claims, at the Holder's option either
(a) $87.50 in cash and $87.50 in liquidation preference of
New Preferred Stock if such Holder elects to receive cash
and New Preferred Stock or if such Holder does not make an
election on the Ballot, or (b) a Pro Rata share of the
Rights allocation if such Holder elects to receive Rights,
-- General Unsecured Claims will receive at the Holders'
option either (a) $0.175 on the dollar in cash or (b) the
amount in cash it would have received as a member of the
Small Claims Class,
-- Small Claims under or reduced to $3,000 will be paid in
full in cash,
-- the DIP Facility Claims and Prepetition Credit Facility
Claims will be paid in full in cash, and
-- Claims and Interests of Pliant's existing equity holders
will be extinguished.
Treatment and recovery under the Apollo Plan:
Estimated
Allowed Estimated
Class Claim/Interest Treatment Amount Recovery
----- -------------- --------- ---------- ---------
N/A Admin Expense Unimpaired 18,800,000 100%
N/A DIP Facility Unimpaired 40,000,000 100%
N/A Priority Tax Unimpaired 3,900,000 100%
1 Priority Non-Tax Unimpaired N/A 100%
2 Other Secured Unimpaired 20,800,000 100%
3 Prepetition Credit
Facility Unimpaired 145,030,000 100%
4 First Lien Notes Impaired 393,840,000 89%
5 Second Lien Notes Impaired 262,400,000 17.5%
6 General Unsecured Impaired 11,300,000 17.5%
7 Senior Subordinated
Notes Impaired 26,500,000 0%
8 Small Claims Unimpaired 1,100,000 100%
9 Intercompany Unimpaired N/A N/A
10 Section 510(b) Impaired -- N/A
11 Pliant Preferred
Stock Interests Impaired N/A N/A
12 Pliant Outstanding
Common Stock
Interest Impaired N/A N/A
13 Subsidiary
Interests Unimpaired N/A N/A
Reorganization Value
The Plan Proponents have not prepared an independent valuation for
the Reorganized Debtors with the addition of the contributed Berry
Assets, synergies and Intercompany Services Agreement. However,
based upon the proposed contribution to the Reorganized Debtors
through the Rights Offering, the Proponents have determined that
the implied total enterprise value for the Reorganized Debtors
with the addition of the contributed Berry Assets is roughly
$612.7 million.
The implied total enterprise value reflects the sum of:
-- The implied total equity value of the Reorganized Debtors
of roughly $257.3 million, which is derived from the
contribution of $193.0 million in cash under the Plan in
exchange for 75% of the equity of the Reorganized Debtors
(subject to dilution in the event Reorganized Pliant
issues management compensatory stock options or other
compensatory awards denominated in shares of New Common
Stock); and
-- Net debt and preferred stock at emergence of roughly
$355.4 million, which is comprised of a revolving credit
facility balance of $74.5 million, $250.0 million of New
Senior Secured Notes, capital leases of $24.5 million, New
Preferred Stock of $11.4 million, and cash of $5.0
million. The revolving credit facility balance does not
reflect certain bankruptcy-related costs paid post-
emergence.
Exit Facility
Pursuant to a Commitment Letter dated as of June 24, 2009,
Barclays Capital has committed to provide a senior secured asset-
backed revolving credit facility as exit facility to Reorganized
Pliant. The Exit Facility will provide borrowing availability
equal to the lesser of $175 million or the borrowing base, which
is a function, among other things, of Reorganized Pliant's and its
guarantor subsidiaries' accounts receivables and inventory.
The borrowing base is, at any time of determination, an amount
(net of reserves) equal to the sum of: up to 85% of the value of
eligible accounts receivable plus the lesser of up to 85% of the
net orderly liquidation value of eligible inventory and up to 65%
of the cost of eligible inventory. The Exit Facility includes
borrowing capacity available for letters of credit and for
borrowings on same-day notice, referred to as swingline loans, and
matures on the third anniversary of the closing date.
Amounts outstanding under the Exit Facility will bear interest at
a rate equal to, at Reorganized Pliant's option, a base rate plus
3.50% per annum or an adjusted LIBOR rate plus 4.50% per annum.
Reorganized Pliant will also be required to pay a commitment fee
to the lenders under the Exit Facility in respect of the
unutilized commitments thereunder at a rate equal to 1.00% per
annum and a customary letter of credit fees and agency fees.
Reorganized Pliant's obligations under the Exit Facility will be
guaranteed by certain of Reorganized Pliant's subsidiaries and
will be secured by a first-priority security interest in
Reorganized Pliant's and its guarantor subsidiaries' accounts
receivable and other rights to payment (including with respect to
the Berry Assets), inventory (including with respect to the Berry
Assets), all documents, instruments and general intangibles
(including intellectual property) relating to accounts receivable
and inventory, deposit accounts, cash and cash equivalents
(including with respect to the Berry Assets), all of the equity
interests held by Reorganized Pliant and its guarantor
subsidiaries (provided that such pledge will not include the
equity interests of any foreign subsidiary other than a pledge of
65% of the equity interests of each first-tier foreign subsidiary
of Reorganized Pliant and each such guarantor subsidiary) and all
products and proceeds of the foregoing, and a second priority
security interest in substantially all of Reorganized Pliant's and
its guarantor subsidiaries' other assets, subject to certain
customary exceptions and carveouts.
The Exit Facility will contain a number of customary covenants and
is subject to customary closing conditions, including a
requirement that after giving effect to all borrowings incurred
under the Exit Facility on the closing date, there shall be at
least $35.0 million of remaining availability under the Exit
Facility.
A full-text copy of the Joint Plan proposed by Apollo is available
at no charge at http://ResearchArchives.com/t/s?43b9
A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?43b8
Counsel to Apollo:
Wachtell, Lipton, Rosen & Katz
Philip Mindlin, Esq.
Douglas K. Mayer, Esq.
Andrew J. Nussbaum, Esq.
51 West 52nd Street
New York, NY 10019
Tel: (212) 403-1000
Fax: (212) 403-2000
-- and --
Morris, Nichols, Arsht & Tunnell LLP
Derek Abbott, Esq.
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
Tel: (302) 658-9200
Fax: (302) 658-3989
About Pliant
Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications. The Company has operations in Australia, New
Zealand, Germany, and Mexico.
Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001). James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts. The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and $1.19 billion in total debts. The Debtors emerged
from Chapter 11 on July 19, 2006.
Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan. The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451). The Hon. Mary F. Walrath
presides over the cases. Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors. The Creditors
Committee selected Lowenstein Sandler PC as its counsel. As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.
PUERTO NUEVO COLD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Puerto Nuevo Cold Storage Inc.
dba Puerto Nuevo Food Products
Po Box 361252
San Juan, PR 00936
Bankruptcy Case No.: 09-07369
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
District of Puerto Rico (Old San Juan)
Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
Law Office Of Carlos Rodriguez Ques
Po Box 9023115
San Juan, PR 00902-3115
Tel: (787) 724-2867
Email: cerqlaw@coqui.net
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/prb09-07369.pdf
The petition was signed by Leonel Diaz Diaz, president of the
Company.
QSGI INC: Riconda Has Re-Taken Control of CCSI
----------------------------------------------
QSGI Inc. and its affiliates have asked the U.S. Securities and
Exchange Commission for modification of the reporting requirements
of the Securities Exchange Act of 1934. QSGI is seeking
alternative methods to report its Form 10-Q and the 10-K filings
until its emergence from its bankruptcy proceedings.
Aside from its pending Chapter 11 proceedings, QSGI cites a
pending court action as the basis for its inability to file the
reports with the SEC.
On June 10, 2009, QSGI Inc., QSGI-CCSI, Inc., and Victory Park
Management, LLC, were sued by John R. Riconda, former owner of
Contemporary Computer Systems, Inc. Victory Park Management, LLC
is the lender to all parties named in the suit. The suit was
filed in the Supreme Court of the State of New York alleging
breach of contract, unjust enrichment, tortuous interference with
contract and fraud arising out of a $10 million corporate
acquisition. QSGI Inc.'s wholly owned subsidiary QSGI-CCSI
purchased 100% of the capital of CCSI, Inc. from John R. Riconda.
As a result of the suit, Mr. Riconda has taken over control of
CCSI, and QSGI and its officers and representatives have been
barred from the company's premises until the courts of law come to
a resolution. To date, the courts have not required CCSI, Inc. to
provide financial information to QSGI. The last financial
information received was for the month of May 2009.
About QSGI Inc.
Palm Beach, Florida-based QSGI, Inc., and its affiliates provide
technology services and maintenance geared towards both uses of
enterprise class hardware as well as the uses of business -
competing hardware. The Debtors filed for Chapter 11 on July 2,
2009 (Bankr. S. D. Fla. Lead Case No. 09-23658). Bradley S.
Shraiberg, Esq. at Shraiberg, Ferrara, Landau P.A. represents the
Debtors in their restructuring efforts. The Debtors listed
between $10 million and $50 million each in assets and debts.
RADIOSHACK CORP: Cash Tender Offer Won't Affect S&P's 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that RadioShack Corp.'s
(BB/Stable/--) announcement that it has commenced a cash tender
offer to purchase any and all of its outstanding 7.375% notes due
2011 has no immediate impact on its ratings or outlook.
While the tender offer, if successful, will improve the company's
financial profile, S&P expects that credit metrics will remain
appropriate for the rating category given the company's weak
business risk profile. Moreover, S&P anticipates that sales and
operating performance will likely deteriorate in the coming
quarters and counteract any immediate credit metric improvement as
a result of the tender offer.
RAM REINSURANCE: S&P Downgrades Counterparty Credit Rating to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit, financial strength, and financial enhancement
ratings on RAM Reinsurance Co. Ltd. to 'BB' from 'BBB-' and its
rating on RAM Re's preference stock to 'C' from 'CC'.
Standard & Poor's also said that it lowered its senior unsecured
debt rating on holding company RAM Holdings Ltd. to 'B' from
'BB-'.
In addition, Standard & Poor's removed the ratings on both of
these companies from CreditWatch with negative implications and
assigned a negative outlook.
Subsequently, Standard & Poor's withdrew the ratings at the
company's request.
"The downgrade of RAM Re reflects S&P's assessment that its risk
profile has increased, as its current exposure is less diversified
and individual exposure sizes relative to the current capital have
increased," noted Standard & Poor's credit analyst Dick P. Smith.
The decline in portfolio diversity and the deterioration in the
relationship between individual exposure sizes and capital is the
result of significant commutations with its ceding companies,
which reduced exposure to some but not all credits and reduced
capital. Capital also decreased because of losses incurred. In
addition, S&P's assessment of RAM Re's capital adequacy has
declined, as increased loss estimates on the remaining exposure,
particularly for nonprime RMBS transactions, have offset the
benefits of reductions in overall exposure.
S&P lowered the rating on RAM Holdings to maintain the traditional
rating differential between a key operating company and the
holding company. S&P also lowered the rating on RAM Re's
preference stock to reflect the company's announcement that it
will cease paying dividends on this security.
The negative outlooks on RAM Holdings and RAM Re reflect the
continued exposure key operating subsidiary RAM Re has to adverse
loss development in its nonprime RMBS exposure and the risks
associated with an insured portfolio that is increasingly less
diversified.
READER'S DIGEST: U.S. Trustee Forms 7-Member Creditors Committee
----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sections 1102(a) and (b), appointed these unsecured
creditors who are willing to serve on the Official Committee of
Unsecured Creditors of The Reader's Digest Association, Inc., and
affiliated debtors in possession.
1. The Bank of New York Mellon
101 Barclay Street - 8 West
New York, New York 10286
Attention: Stuart Rothenberg, Vice President
Telephone: (212) 298-1977
Fax: (212) 815-5704
2. Wilfrid Aubrey LLC
100 William Street, Suite 1850
New York, New York 10038
Attention: Nicholas W. Walsh, Principal
Telephone: (212) 675-4906
Fax: (212) 675-3626
3. Thomas M. Kenney
10 The Byway
Bronxville, New York 10708
Telephone: (914) 395-0060
Fax: (914) 395-0060
4. RR Donnelley & Sons Company
3075 Highland Parkway
Downers Grove, Illinois 60515
Attention: Dan Pevonka, Director, Credit Services
Telephone: (630) 322-6931
Fax: (630) 322-6052
5. Madison Paper Company (ALSIP Location)
Myllykoski North America
101 Merritt 7 - 5th Floor
Norwalk, Connecticut 06851
Attention: Brendan Lesch, Vice President
Telephone: (203) 229-7414
Fax: (203) 229-7458
6. Williams Lea, Inc.
233 South Wacker, Suite 4850
Chicago, Illinois 60606
Attention: Ken Amann, Chief Financial Officer
Telephone: (312) 681-6459
Fax: (312) 681-6350
7. New Page Corporation
Courthouse Plaza NE
Dayton, Ohio 45463
Attention: Greg Hadley, Esq.
Telephone: (937) 242-9569
Fax: (937) 608-7012
About The Reader's Digest Association
RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world. The
company builds multi-platform communities based on branded
content. With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries. It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year. Its global headquarters are in Pleasantville, N.Y.
Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.
Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire
& Co, LLC, is financial advisor. AlixPartners, LLC, is
restructuring consultant. Kurtzman Carson Consultants is notice
and claims agent.
Bankruptcy Creditors' Service, Inc., publishes Reader's Digest
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Reader's Digest and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
RH DONNELLEY: Proposes Mercer (US) as Consultant
------------------------------------------------
R.H. Donnelley Corp. and its affiliates ask the Court for
authority to employ Mercer (US) Inc. as compensation consultant,
nunc pro tunc to June 1, 2009.
In light of the complexity of their Chapter 11 cases and the
nature of the Debtors' industry, the Debtors submit that they
require expert consultation regarding certain compensation
programs.
As a leading compensation and benefits consulting firm, Mercer is
particularly well suited to serve as their compensation
consultant in these chapter 11 cases, the Debtors assert. Mercer
routinely advises large corporate clients on compensation and
benefits and has considerable experience providing the services
to businesses in a Chapter 11 environment.
Mercer will be engaged by the Debtors to render consulting
services intended to provide the Debtors with market competitive,
motivational compensation programs in connection with the
Debtors' management equity incentive plan. In particular, Mercer
will analyze proposed management compensation arrangements and
assist and advise the Debtors, under the leadership of the
Debtors' compensation committee, in developing a management
compensation program that aligns the interests of the Debtors,
their key employees, and their creditors.
The Debtors will pay Mercer based on these hourly rates:
Analyst $225
Associate $250 to $300
Senior Associate $350 to $450
Principal $500 to $700
Principal (Specialist) $700 to $800
John Dempsey, a principal of Mercer, assures the Court that his
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
About R.H. Donnelley
Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories. R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.
Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.
R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15. James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts. Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel. The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC. The
Garden City Group, Inc., is claims and noticing agent.
As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.
Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings of R.H. Donnelley Corp. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
RH DONNELLEY: Proposes October 30 Claims Bar Date
-------------------------------------------------
R.H. Donnelley Corporation and its debtor affiliates' goal is to
complete their restructuring and emerge from Chapter 11 no later
than the end of January 2010. To that end, the Debtors
contemplate scheduling a hearing on approval of their disclosure
statement towards the end of October 2009, with the solicitation
process beginning shortly thereafter.
The Debtors will require complete and accurate information
regarding the nature, validity, amount, and status of all claims
against the Debtors that will be asserted as soon as practicable.
Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
governs the filing of Proofs of Claim in a Chapter 11 case and
provides, in relevant part, that the court will fix and for cause
shown may extend the time within which proofs of claim or
interest may be filed.
By this motion, the Debtors ask Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware to establish
October 30, 2009, at 4:00 p.m., as the deadline for all persons
and entities holding a claim against any of the Debtors to file a
proof of claim.
The General Bar Date would be the date by which all persons and
entities, excluding governmental units, holding prepetition
claims must file Proofs of Claim unless they fall within one of
the exceptions. Subject to those exceptions, the General Bar
Date would apply to all persons or entities holding claims
against the Debtors that arose or are deemed to have arisen prior
to the Petition Date, including secured claims, unsecured
priority claims, and unsecured non-priority claims.
The Debtors also ask the Court to establish November 24, 2009, at
4:00 p.m. as the deadline for each governmental unit holding a
claim against any of the Debtors to file a proof of claim.
Except where a claim has previously been included in the Debtors'
schedules of assets and liabilities as disputed, contingent, or
unliquidated, the Debtors propose to establish the later of (i)
the General Bar Date or (ii) 20 days after the holder of the
claim is served with notice of the applicable amendment or
supplement to the Schedules as the bar date for filing a Proof of
Claim with respect to that amended claim.
In addition, the Debtors propose to, except as otherwise set in
any order authorizing rejection of an executory contract or
unexpired lease, establish the later of (i) the General Bar Date
or (ii) 30 days after the entry of any order authorizing the
rejection of an executory contract or unexpired lease, as the bar
date by which a Proof of Claim for any damages resulting from the
Debtors' rejection of the executory contract or unexpired lease
must be filed.
The Debtors propose that during submission, each Proof of Claim
must substantially comply with Official Bankruptcy Form 10 and
must be actually received on or before the bar date associated
with the claim by The Garden City Group, Inc., the Court-approved
claims and noticing agent. GCG will not accept Proofs of Claim
by facsimile, telecopy, e-mail or other electronic submission.
The Debtors propose that these entities are not required to file
Proofs of Claim:
a. any person or entity that has already properly filed a
Proof of Claim against the applicable Debtors with either
GCG or the Clerk of the Court in a form substantially
similar to Official Bankruptcy Form 10;
b. any person or entity (i) whose claim is listed in the
Debtors' Schedules and (ii) whose claim is not described
therein as "disputed," "contingent," or "unliquidated," and
(iii) who does not dispute the amount or characterization
of its claim;
c. professionals retained by the Debtors or the Official
Committee of Unsecured Creditors who assert administrative
claims for fees and expenses subject to the Court's
approval pursuant to Sections 330, 331 and 503(b) of the
Bankruptcy Code;
d. any person or entity that asserts an administrative expense
claim against the Debtors pursuant to Section 503(b) of the
Bankruptcy Code, provided that any person or entity that
has a claim pursuant to Section 503(b)(9) of the Bankruptcy
Code on account of prepetition goods received by the
Debtors within 20 days of the Petition Date must file a
Proof of Claim on or before the General Bar Date;
e. current officers and directors of the Debtors who assert
claims for indemnification or contribution arising as a
result of prepetition or postpetition services to the
Debtors;
f. any Debtor asserting a claim against another Debtor;
g. any entity whose claim is limited exclusively to a claim
for repayment by the applicable Debtors of principal,
interest, and other applicable fees and charges on or under
(i) certain 8.875% Senior Notes due 2016 issued by R.H.
Donnelley Corporation; (ii) certain 8.875% Senior Notes due
2017 issued by RHD; (iii) certain 9.875% Senior
Subordinated Notes due 2013 issued by Dex Media West LLC;
(iv) certain 6.875% Senior Discount Notes due 2013 issued
by RHD; (v) certain 9% Senior Discount Notes due 2013
issued by Dex Media, Inc.; (vi) certain 8% Senior Notes due
2013 issued by DMI; (vii) certain 11.75% Senior Notes due
2015 issued by R.H. Donnelley Inc.; (viii) certain 8.5%
Senior Notes due 2010 issued by DMW; (ix) certain 6.875%
Senior Notes due 2013 issued by RHD; and (x) certain 5.875%
Senior Notes due 2011 issued by DMW provided, however, that
(i) the indenture trustee under each series of Notes will
be required to file Proofs of Claim on account of Note
Claims on or under the Notes or Notes Indentures on or
before the Bar Date; and (ii) any holder of a Note Claim
that wishes to assert a claim against a Debtor other than a
Note Claim will be required to file a Proof of Claim on or
before the Bar Date;
h. any person or entity whose claim against the Debtors has
been allowed by an order of the Court entered on or before
the General Bar Date; and
i. any person or entity whose claim against the Debtors has
been paid in full by any of the Debtors pursuant to an
order of the Court entered on or before the General Bar
Date.
The Debtors wish to clarify that any entity holding an interest
in any Debtor, which is based solely upon the ownership of common
or preferred stock in a corporation, a membership interest in a
limited liability company, or warrants or rights to purchase,
sell or subscribe to the security or interest will not be
required to file a proof of interest on or before the General Bar
Date; provided, however, that Interest Holders who wish to assert
claims against any of the Debtors that arise out of or relate to
the ownership or purchase of an Interest, including claims
arising out of or relating to the sale, issuance, or distribution
of an Interest, must file Proofs of Claim on or before the
General Bar Date.
The Debtors intend to provide notice of the Bar Dates by mailing
a copy of the Bar Date Notice, together with a Proof of Claim
form, by first-class U.S. mail, postage prepaid, to notice
parties.
James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, says mailing of the Bar Date Notice no later than the
Service Date will ensure that creditors receive no less than 40
days' notice of the Bar Dates, which notice substantially exceeds
the minimum 20-day notice period provided by Rule 2002(a)(7) of
the Federal Rules of Bankruptcy Procedure.
Furthermore, the Debtors intend to provide notice of the Bar
Dates to unknown creditors by causing a copy of the notice to be
published at least once no later than 20 days prior to the
General Bar Date in the national editions of the Wall Street
Journal and USA Today.
Mr. Conlan submits that the publications are likely to reach the
widest possible audience of creditors who may not otherwise have
notice of the Debtors' Chapter 11 cases.
About R.H. Donnelley
Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories. R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.
Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.
R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15. James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts. Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel. The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC. The
Garden City Group, Inc., is claims and noticing agent.
As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.
Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings of R.H. Donnelley Corp. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
RH DONNELLEY: Proposes to Contribute $30MM to Pension Plans
-----------------------------------------------------------
As of the Petition Date, R.H. Donnelley Corp. and its affilaites
employed approximately 3,650 employees and before the Petition
Date, and in the ordinary course of business, the Debtors
maintained certain tax-qualified pension plans for the benefit of
the Employees, including the R.H. Donnelley Corporation Retirement
Account and the Dex Media, Inc. Pension Plan.
James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, relates that prior to the Petition Date, and in the
ordinary course of business, the Debtors have been diligent in
ensuring that the Pension Plans are compliant with applicable law
and in maintaining appropriate funding levels. To that end, the
Debtors are required to make certain periodic contributions to
the Pension Plans that are based, in part, on the funded status
of the Pension Plans as of the first day of the applicable plan
year.
In addition to the required contributions, from time to time, the
Debtors also make certain contributions to the Pension Plans in
to ensure that the Pension Plans maintain a funded level-the
value of plan assets over plan liabilities-of at least 80%, Mr.
Conlan tells the Court.
"While these Funding Compliance Contributions are not necessarily
required by applicable law, the failure of the Debtors to make
such payments could have adverse consequences to the Debtors and
the Employees, including the imposition of restrictions on the
right of Pension Plan participants to elect lump sum
distributions and subjecting the Debtors to an increase in future
funding requirements," Mr. Conlan contends.
The Debtors are particularly concerned about imposing a
restriction because lump sum distributions are contractually
required under the Debtors' collective bargaining agreement with
the International Brotherhood of Electrical Workers, Mr. Conlan
tells the Court. He adds that if the funded level of the Pension
Plans becomes less than 75%, the Pension Plans will be considered
"at risk" plans under the PPA and the Debtors will be required to
apply more conservative actuarial assumptions in calculating the
amount of minimum funding contributions in 2010 and thereafter,
thereby increasing the amount of future contributions to the
Pension Plans.
By this Motion, the Debtors seek the Court's authority, but not
direction, to make a Funding Compliance Contribution of up to
$30 million prior to September 30, 2009, to ensure that the
Pension Plans continue to maintain a funding level of at least
80%.
About R.H. Donnelley
Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories. R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.
Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.
R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15. James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts. Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel. The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC. The
Garden City Group, Inc., is claims and noticing agent.
As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.
Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings of R.H. Donnelley Corp. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
RH DONNELLEY: Proposes to Remove Civil Actions by Dec. 24
---------------------------------------------------------
Pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy
Procedures, the Court may extend the period within which the
Debtors may remove actions pending against them before the
Petition Date "for cause . . . at any time in its discretion . .
. if the [request is] made before the expiration of the period
originally prescribed or as extended by a previous [O]rder."
Section 1452 of the Bankruptcy Code provides that "a party may
remove a claim or cause of action in a civil action . . . to the
district court for the district where such civil action is
pending. . . "
By this motion, the Debtors ask the Court to extend the deadline
within which they may file notices of removal of claims and
causes of action pursuant to Section 1452 of the Bankruptcy Code
and Rule 9027 of the Federal Rules of Bankruptcy Procedure by 120
days, through and including December 24, 2009.
The current deadline for the Debtors to file notices of removal
is August 26, 2009. The Debtors ask the Court that their request
be granted without prejudice to their right to seek further
extensions.
James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, contends that since the Petition Date, the Debtors have
devoted substantially all of their resources to stabilizing their
business operations and addressing critical case management
issues. He adds that given the size of the Debtors' business
operations and the large number of Debtors involved in the
Chapter 11 Cases, the Debtors' management and advisors have
devoted an extraordinary amount of time and effort towards
ensuring a smooth transition of the Debtors' operations into
Chapter 11 and meeting the initial requirements of the Chapter 11
process, along with the substantial efforts that are required to
manage the Debtors' business operations.
Given the tasks and their attendant demands on the Debtors'
personnel and professional advisors, the Debtors have a
legitimate need for additional time to review their outstanding
litigation matters and evaluate whether those matters should
properly be removed pursuant to Section 1452 and Rule 9027, Mr.
Conlan explains. He argues that if the Debtors' request is
denied, they could lose a significant element of their overall
ability to manage pending litigation matters during their Chapter
11 cases before they even had the opportunity to evaluate the
merits of the litigation, to the detriment of the Debtors, their
estates, and their creditors.
Furthermore, Mr. Conlan assures the Court that the counterparties
to any claims or causes of action will not suffer any prejudice
because prepetition claims and causes of action against the
Debtors are stayed by operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, and no bar date for the
filing of claims against the Debtors has yet been established.
Accordingly, preserving the Debtors' ability to remove related
claims and causes of action will not impose significant delay or
unnecessary burdens on any counterparties to related claims and
causes of action, Mr. Conlan further argues.
The Court will convene a hearing on September 11, 2009, at 10:00
a.m., to consider the Debtors' request. Pursuant to Rule 9006-2
of the Delaware Bankruptcy Local Rules, the Debtors' Removal
Period is automatically extended until the conclusion of that
hearing.
About R.H. Donnelley
Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S. It offers print directory advertising products, such as
yellow pages and white pages directories. R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.
Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.
R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15. James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts. Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel. The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC. The
Garden City Group, Inc., is claims and noticing agent.
As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.
Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings of R.H. Donnelley Corp. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
RIVER WEST: Files $58 Million Suit Against American Guarantee
-------------------------------------------------------------
River West LP seeks $58.5 million from American Guarantee and
Liability Insurance Co., claiming the insurer's failure to cover
hurricane damage caused the Louisiana medical center's bankruptcy
and subsequent demise, according to Law360.
The complaint filed in the U.S. District Court for the Middle
District of Louisiana, blames American Guarantee for the
shuttering and liquidation of the River West Medical Center, the
report notes.
River West LP owns the River West Medical Center in Plaquemine,
Louisiana. Creditors filed an involuntary Chapter 11 petition
against River West LP in February. In response, River West filed
for Chapter 11 in March (Bankr. M. D. La. Case No. 09-10146).
RWD REAL ESTATE: Forced Into Ch 7 Bankruptcy by 3 Subcontractors
----------------------------------------------------------------
Lott Sheet Metal Inc., Columbus Flooring & More Inc., and Turner
Plumbing, Heating and A/C filed a Chapter 7 involuntary bankruptcy
action against RWD Real Estate LLC.
Chuck Williams at Ledger-Enquirer.com reports that the petitioners
are three subcontractors working on the construction of RWD's Rob
Doll Nissan dealership in North Columbus. According to court
documents, RWD owes:
-- $177,786.55 to Turner Plumbing Heating & A/C,
-- $133,000 to Lott Sheet Metal, and
-- $90,746.12 to Columbus Flooring & More.
Ledger-Enquirer.com states that construction stopped on May 1 due
to a financial dispute between Doll and Nissan Motor Acceptance
Corp.
According to Ledger-Enquirer.com, the bankruptcy filing stops a
planned September 1 foreclosure sale of RWD's store and 14 acres
of property at Whittlesey Road and Whitesville Road. The report
says that Nissan Motor Acceptance is seeking payment of $9 million
from RWD for the property under construction at 1725 Whittlesey
Road. The report quoted Wesley J. Boyer, the subcontractors'
lawyer, as saying, "Under virtually any negotiated settlement, the
creditors would have to get paid except for foreclosure. That is
why we wanted to stop it."
Ledger-Enquirer.com states that a Nissan Motor Acceptance
spokesperson has confirmed that the foreclosure sale was on hold.
Fife Whitside is representing RWD Real Estate, says Ledger-
Enquirer.com.
RWD Real Estate LLC is owned by Robert W. Doll.
SACINO & SONS: To Shut Down Fort Myers & Port Charlotte Stores
--------------------------------------------------------------
Sacino & Sons President Ron Sacino said that the Company will
close stores in Fort Myers and Port Charlotte next week, as part
of its bankruptcy filing, Tampa Bay Online reports.
Mr. Sacino said that he hopes that Sacion & Sons will emerge from
bankruptcy within 90 days and continue operating, Tampa Bay Online
relates.
Sacino & Sons is a family-owned formal wear chain that's been a
familiar name for generations of prom-, wedding- and quinceanera-
goers across Florida. The 93-year-old St. Petersburg chain, which
rents and sells formal wear and business attire through a network
of 15 locations, employs 130 at its stores and its St. Petersburg
dry cleaning plant. The Sacino brothers, along with Dan Santucci,
are the third generation to run the Company, which was founded by
their grandfather in 1916. The Company is based in St.
Petersburg, Florida.
The Company filed for Chapter 11 bankruptcy protection on
August 28, 2009 (Bankr. M.D. Fla. Case No. 09-19119). Richard J.
McIntyre, Esq., at McIntyre, Panzarella, Thanasides & Eleff
assists the Company in its restructuring efforts. The Company
listed $100,001 to $500,000 in assets and $1,000,001 to
$10,000,000 in debts.
SCHOLL FOREST: Court Sets Cash Collateral Hearing for September 11
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized, on an interim basis, Scholl Forest Industries, Inc.,
and Scholl Truss & Component, Inc., to:
-- use cash securing repayment of loan with Bank of America;
and
-- provide adequate protection to BoA.
A final hearing on the Debtors' continued use of cash collateral
is set for Sept. 11, 2009, at 9:30 a.m. Objections, if any, are
due on Sept. 8, 2009, at 5:00 p.m. (prevailing Central Time.)
The Debtors relate that concurrently with the search for a
replacement lender, the Debtors also engaged in extensive
negotiations with BoA in an effort to persuade BoA to continue to
maintain its loan facilities with the Debtors. The discussions
began in the fall of 2008 and were on going until Aug. 7, 2009.
Without any advance warning or notice, on Aug. 7, 2009, BoA
delivered a notice to the Debtors that BoA had setoff the Debtors'
deposit accounts at BoA and had applied the amounts to the
outstanding indebtedness owed to BoA.
BoA asserts that it holds a claim pursuant to prepetition loan of
$8.35 million in unpaid principal, plus accrued interest, any and
all fees, obligations and other liabilities.
The Debtor required the use of cash collateral for the continued
operation of its business and the management and preservation of
its properties pending a final hearing on the motion.
As partial adequate protection, the Debtor will grant BoA
perfected first priority replacement and additional lieans and
security interest in and upon all of the Debtors' properties and
assets.
Additionally, the Debtor said that BoA's interest is adequately
protected because the cash collateral will be used to pay for the
ordinary and necessary expenses of maintaining and operating the
Debtors' business operations, thereby preserving the value of the
business and protecting all interests of BoA.
The Debtors' use of cash collateral will expire on the earlier of
a) midnight on Sept. 11, 2009, unless extended; b) the
appointments of a Chapter 11 Trustee; c) conversion of the case to
a Chapter 7 of the Bankruptcy Code; d) the lifting of the
automatic stay; or e) when the combined excess availability falls
below $1.25 million.
About Scholl Forest Industries
Scholl Forest Industries Inc. is a lumber and building products
distributor. Scholl Forest, together with affiliate Scholl Truss
& Component Inc. filed for Chapter 11 on Aug. 14, 2009 (Bankr.
S.D. Tex. Case No 09-35962). In its bankruptcy petition, School
Forest estimated assets and debts of $10 million to $50 million.
SCHOLL FOREST: Meeting of Creditors Scheduled for October 6
-----------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Scholl Forest Industries, Inc.'s Chapter 11 case on Oct. 6,
2009, at 10:00 a.m. The meeting will be held at 515 Rusk Avenue,
Suite 3401 D, Third Floor, Houston, Texas.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Scholl Forest Industries Inc. is a lumber and building products
distributor. Scholl Forest, together with affiliate Scholl Truss
& Component Inc. filed for Chapter 11 on Aug. 14, 2009 (Bankr.
S.D. Tex. Case No 09-35962). In its bankruptcy petition, School
Forest estimated assets and debts of $10 million to $50 million.
SEGUIN HOTEL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Seguin Hotel Corporation
dba Quality Inn
dba Holiday Inn
216 Hwy. 1417 South
Sherman, TX 75092
Bankruptcy Case No.: 09-53355
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Bankruptcy Judge Leif M. Clark
Debtor's Counsel: R. Glen Ayers Jr., Esq.
Langley and Banack, Inc.
745 E Mulberry, 9th Floor
San Antonio, TX 78212
Tel: (210) 736-6600
Fax: (210) 735-6889
Email: gayers@langleybanack.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/txwb09-53355.pdf
The petition was signed by T.A. Reynolds III, vice president of
the Company.
SEITEL INC: Terminates $25-Mil. Wells Fargo Credit Facility
-----------------------------------------------------------
Seitel, Inc., reports that on August 24, 2009, the Company and
certain of its subsidiaries notified Wells Fargo Foothill, Inc.,
that they intended to terminate the Amended and Restated Loan and
Security Agreement dated as of February 14, 2007, as amended,
prior to its stated maturity.
The termination became effective on August 28, 2009. There are no
amounts outstanding under the Loan Agreement and no penalties
associated with the early termination. However, Seitel will have
to pay the Lender certain nominal fees and expenses in connection
with the termination of the Loan Agreement.
On February 14, 2007, the Company entered into an amended and
restated U.S. revolving credit facility with Wells Fargo Foothill,
as lender, which provides for the ability to borrow up to $25.0
million, subject to borrowing base limitations. Interest is
payable at an applicable margin above either LIBOR or the prime
rate. The facility is secured by a first priority, perfected
security interest in and lien on substantially all of the
Company's U.S. assets and a pledge of all of the issued and
outstanding capital stock of the Company's U.S. subsidiaries. The
facility was slated to expire February 14, 2010.
The revolving credit facility contains covenants requiring the
Company to achieve and maintain certain financial results and
restricts, among other things, the amount of capital expenditures,
the ability to incur additional indebtedness, pay dividends, and
complete mergers, acquisitions and sales of assets. The revolving
credit facility requires the payment of an unused line fee of .25%
per annum payable in arrears. As of June 30, 2009, the Company
was not in compliance with a financial covenant resulting in an
event of default which prohibits the Company from borrowing under
this facility without the lender's consent. The event of default
has not been subsequently cured, the Company said in a regulatory
filing with the Securities and Exchange Commission in August 2009.
About Seitel Inc.
Seitel Inc. provides seismic data to the oil and gas industry in
North America. Seitel's data products and services are critical
for the exploration for, and development and management of, oil
and gas reserves by oil and gas companies. Seitel has ownership
in an extensive library of proprietary onshore and offshore
seismic data that it has accumulated since 1982 and that it
licenses to a wide range of oil and gas companies. Seitel
believes that its library of onshore seismic data is one of the
largest available for licensing in the United States and Canada.
Seitel's seismic data library includes both onshore and offshore
3D and 2D data. Seitel has ownership in over 41,000 square miles
of 3D and roughly 1.1 million linear miles of 2D seismic data
concentrated in the major active North American oil and gas
producing regions. Seitel serves a market which includes over
1,600 companies in the oil and gas industry.
* * *
In July 2009, Moody's Investors Service downgraded Seitel's
Corporate Family Rating to Caa3 from B3, its Probability of
Default Rating to Caa3 from B3, its senior unsecured notes rating
to Caa3 (LGD 4, 54%) from B3 (LGD 4, 56%), and its Speculative
Liquidity Rating to SGL-4 from SGL-3. The rating outlook is
negative. The downgrade reflects the increased pressure on
Seitel's liquidity and earnings.
SEMGROUP LP: Gavilon Required to Produce Docs. to Committee
-----------------------------------------------------------
Judge Brendan Shannon authorized the Official Committee of
Unsecured Creditors in SemGroup L.P.'s cases to compel production
of documents from Gavilon LLC, formerly known as ConAgra Trade
Group, Inc.
Prior to entry of the order, the Creditors' Committee insisted
that Gavilon had a business relationship with SemGroup, L.P.,
prior to late 2007 or early 2008, and has engaged in commodities
and financial trades with SemGroup. Indeed, as part of the
closing out any open trades by SemGroup, Gavilon was paid $72.6
million in or about January 2008, and another $29.8 million in
February 2008, the Creditors' Committee discloses.
The Creditors' Committee also contended that its motion to conduct
discovery under Rule 2004 of the Federal Rules of Bankruptcy
Procedure is not duplicative of the efforts of Louis J. Freeh,
Esq., the appointed examiner of the Chapter 11 cases of the
Debtors. Regardless of any duplication, the Creditors' Committee
argued that it will be still be required to conduct its own
investigation prior to commencing any litigation because the
factual findings set forth in the Examiner's Report are not
admissible in a subsequent litigation. The Creditors' Committee
also complained that Gavilon's objection is premature because
Gavilon will have an opportunity to assert objections, and the
parties will have an opportunity to meet and confer regarding any
asserted objections.
Gavilon, LLC had complained that the Committee's motion sought to
duplicate the efforts of Louis J. Freeh, Esq., the appointed
examiner of the Chapter 11 cases of the Debtors. Gavilon further
complained that the Creditors' Committee's Rule 2004 Motion
contains inaccurate and misleading statements concerning the
nature of business transactions between Gavilon and SemCrude, L.P.
and misrepresents the findings contained in the Examiner's report.
In another matter, the Debtors, the Creditors' Committee and the
Bank of Oklahoma entered into stipulated protective order
governing the production, exchange and discovery of documents and
information produced pursuant to the Rule 2004 Motion.
All depositions will be treated as confidential information during
the deposition. The Creditors' Committee and the Debtors are
being furnished with any discovery material solely in connection
with the Creditors' Committee's duties in the Debtors' Chapter 11
cases. The Creditors' Committee and the Debtors may disclose the
Confidential Information to, among others, the Court and its
officers; the representatives and counsel of the Debtors and the
Creditors Committee; and trial witnesses. Should the Debtors and
the Creditors' Committee disagree with a producing party's
designation of any information as Confidential Information,
counsel for the parties may confer to resolve the issue. Absent a
consensual resolution, the Court will resolve the issue and the
material in question will be treated as Confidential Information
pending the Court's resolution of the issue.
Committee Seeks Discovery of Prudential Bache
In a separate filing, the Creditors' Committee asks the Court to
direct the production of documents under Section 1103(c) of the
Bankruptcy Code and Rule 2004 as to Prudential Bache Commodities,
LLC.
Elizabeth A. Wilburn, Esq., at Blank Rome LLP, in Wilmington,
Delaware, asserts that the Creditors' Committee's request for
production of documents as to Prudential Bache satisfies Rule 2004
because the document sought relate to Prudential Bache's business
transactions and relationships with the Debtors or their
representatives, and the effect of those transactions and
relationships on the Debtors' property and financial affairs. She
points out that Prudential Bache's significant course of
prepetition dealings with the Debtors, including their expressed
concern over Debtors' trading practices, and the large payment
made to Prudential Bache shortly before Debtors' bankruptcy
warrants further investigation to ensure that any and all claims
of the Debtors' estates are uncovered and pursued.
Specifically, Ms. Wilburn relates that on January 31, 2007,
SemGroup, L.P., opened a trading account with Prudential Bache.
Based on the Creditors' Committee's initial analysis of the
Debtors' bankruptcy filings, Prudential Bache received a payment
of $37,499,637 from SemGroup within 90 days of the date of the
petition. Ms. Wilburn further notes that based on the report
prepared by the Chapter 11 Examiner, the Creditors' Committee
believes Prudential Bache is likely to have information regarding
Debtors' financial condition, trading activities, and loss
exposure resulting from those trading positions.
Ms. Wilburn further argues that good cause exist for the Rule 2004
Motion because the Creditors' Committee has no other means of
obtaining these documents, and the documents are necessary to
carry out the Creditors' Committee's statutorily-authorized duty
to investigate potential claims against third-parties and initiate
any resulting causes of action. She also informs the Court that
Prudential Bache does not oppose the Rule 2004 Motion.
About SemGroup L.P.
SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products. Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.
SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts. Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent. The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.
Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.
SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act. The CCAA stay expires on
November 21, 2008.
SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts. In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.
Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)
SEMGROUP LP: To Assign SemMaterials Sales Pact to Road Science
--------------------------------------------------------------
Debtor SemMaterials, L.P. and the City of Los Angeles, California
entered into a sales Commitment, whereby SemMaterials sells
certain branded products to the City.
SemMaterials and Road Science, L.L.C., entered into an assignment
and assumption agreement whereby Road Science agreed to perform
all of the Debtors' obligations under the Sales Commitment
effective as of July 1, 2009. Road Science also agreed to pay
$75,000 to SemMaterials for the assumption and assignment of the
Sales Commitment to Road Science. Moreover, the Debtors' books
and records reflect that the cure amount due to the Sales
Commitment is $0.
Accordingly, the Debtors seeks the Court's authority to assume and
assign the Sales Commitment to Road Science effective nunc pro
tunc to July 1, 2009, and the related Cure Amount. Objections to
the Cure Amount are due September 3, 2009.
In light of SemMaterials' winding down of its business and
disposing of any unsold residual assets, the Debtors note that
they no longer operate the branded products business they sold to
Road Science and are not in a position under the Sales Commitment.
The Debtors further point out that absent assumption and
assignment or rejection of the Sales Commitment, they will be
forced to bear the burdens of the Sales Commitment without
receiving any of its attendant benefits. On the contrary, the
Debtors assert that assignment of the Sales Commitment to Road
Science will allow them to avoid a potentially sizable rejection
claim from the City.
About SemGroup L.P.
SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products. Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.
SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts. Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent. The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.
Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.
SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act. The CCAA stay expires on
November 21, 2008.
SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts. In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.
Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)
SEMGROUP LP: Gets Court Nod to Assign 3rd Party Pacts to Affiliate
------------------------------------------------------------------
SemGroup L.P. and its affiliated debtors obtained the Bankruptcy
Court's authority to assign (i) 24 asphalt third party contracts,
and (ii) four software contracts and transfer all of SemMaterials'
software to SemGroup Energy Partners L.P., free and clear of any
liens.
The Debtors previously entered into a settlement agreement with
non-debtor SemGroup Energy Partners, LP, whereby SemGroup, L.P.
transferred to SemGroup Energy all of SemMaterials, L.P., and its
affiliates K.C. Asphalt L.L.C., and Chemical Petroleum Exchange's
assets connected to SemGroup Energy or its affiliates' liquid
asphalt cement facilities, including all asphalt cement and
residual fuel oil storage tanks, related equipment, and associated
easement and leasehold land rights. In addition, the Settlement
provides that SemMaterials and its affiliates would initially
retain the asphalt front-office systems and related software
licenses.
The Debtors were required to enter into new contracts to
effectuate the Settlement, including a Master Agreement executed
on April 7, 2009, by the Debtors and SemGroup Energy. The Master
Agreement provided that SemGroup Energy has the option to ask
that the Debtors transfer any of contracts relating to the
Asphalt Transferred Assets to SemGroup Energy subject to certain
terms and conditions. Similarly, under the Master Agreement,
SemGroup Energy has the option to ask that the Debtors transfer
any of software they acquired from third parties. As required
under the Master Agreement, SemGroup Energy advised the Debtors
on April 30, 2009, that it was exercising the Contracts Option
and the Software Option and wanted to assume certain asphalt
third party contracts and software contracts.
A schedule of the contracts to be assumed is available for free
at http://bankrupt.com/misc/semgroup_assumedcontracts.pdf
The Debtors point out that SemMaterials is winding down its
business and disposing of any residual assets that have not been
sold. Accordingly, SemMaterials no longer has a use for the
Assumed Contracts that SemGroup Energy wants, the Debtors stress.
Similarly, absent assumption and assignment of the Assumed
Contracts, the Debtors argue that they will be forced to bear the
burdens of those contracts without receiving any of their
attendant benefits.
The Debtors' books and records reflect a total of $2,236 in cure
amounts in connection with the assumption of the Contracts.
Objections to cure amounts were due August 20, 2009. To the
extent any counterparty to the Assumed Contracts objects, the
Debtors will ask the Court to approve the cure amount as agreed
to among the objecting party, the Debtors and SemGroup Energy, or
as determined by the Court if no agreement is reached among the
parties. SemGroup Energy will pay all Cure Amounts within 10
days of entry of the order granting the Motion to Assume and
Assign.
About SemGroup L.P.
SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products. Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.
SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts. Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent. The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.
Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.
SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act. The CCAA stay expires on
November 21, 2008.
SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts. In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.
Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)
SEMGROUP LP: SemMaterials Want to Reject Unifirst Contract
----------------------------------------------------------
Debtor SemMaterials, L.P., and UniFirst Corporation are parties to
an agreement whereby SemMaterials rented various mats and uniforms
from Unifirst for its operation site in Ennis, Texas. The Ennis
Site was transferred to SemGroup Energy Partners, L.P., as part of
a settlement. Indeed, on June 15, 2009, SemMaterials sent a
letter to UniFirst that SemMaterials transferred certain
operations sites to SGLP and would no longer require the services
under the Agreement beyond June 15, 2009. Unifirst treated the
Letter as a termination of the Agreement.
By this motion, the Debtors ask the Court to authorize
SemMaterials to reject the Agreement effective as of June 15,
2009, and direct UniFirst to file a proof of claim on account of
the rejection of the Agreement within 30 days of the entry of an
order approving this Rejection Motion.
In light of the transfer of the Ennis Site to SGLP, the Debtors
assert that they have not received any benefits under the
Agreement since June 15, 2009. Continuing to be a party of the
Agreement, and meeting outstanding monetary obligations would not
provide a benefit to these bankruptcy estates, the Debtors point
out.
About SemGroup L.P.
SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products. Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.
SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts. Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent. The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.
Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.
SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act. The CCAA stay expires on
November 21, 2008.
SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts. In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.
Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)
SMURFIT-STONE: Wants Dec. 22 Deadline to Remove Actions
-------------------------------------------------------
Smurfit-Stone Corp. and its affilaites ask the Court to extend the
period within which they may file notices of removal of claims and
causes of action pursuant to Section 1452 of the Bankruptcy Code
and Rule 9027 of the Federal Rules of Bankruptcy Procedure, by
120 days, through and including December 22, 2009.
In addition, the Debtors ask the Court that their request be
granted without prejudice to their right to seek further
extensions.
The deadline for the Debtors to file notices of removal was
previously extended from April 26, 2009, to August 24, 2009.
James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, submits that cause exists to further extend the Removal
Period because since the Petition Date, the Debtors have devoted
substantially all of their resources to stabilizing their
business operations and addressing critical case management
issues. He adds that given the size of the Debtors' business
operations and the large number of Debtors involved in the
Chapter 11 Cases, the Debtors' management and advisors have
devoted an extraordinary amount of time and effort towards
ensuring a smooth transition of the Debtors' operations into
Chapter 11 and meeting the initial requirements of the Chapter 11
process, along with the substantial efforts that are required to
manage the Debtors' business operations.
Given the tasks and their attendant demands on the Debtors'
personnel and professional advisors, the Debtors have a
legitimate need for additional time to review their outstanding
litigation matters and evaluate whether those matters should
properly be removed pursuant to Section 1452 and Rule 9027, Mr.
Conlan explains. He argues that if the Debtors' request is
denied, they could lose a significant element of their overall
ability to manage pending litigation matters during their Chapter
11 cases before they even had the opportunity to evaluate the
merits of the litigation, to the detriment of the Debtors, their
estates, and their creditors.
Furthermore, Mr. Conlan tells the Court that the counterparties
to any claims or causes of action will not suffer any prejudice
because prepetition claims and causes of action against the
Debtors are stayed by operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, and no bar date for the
filing of claims against the Debtors has yet been established.
Accordingly, preserving the Debtors' ability to remove related
claims and causes of action will not impose significant delay or
unnecessary burdens on any counterparties to related claims and
causes of action, Mr. Conlan further argues.
The Court will convene a hearing on September 9, 2009, at 2:00
p.m., to consider the Debtors' request. Pursuant to Del.Bankr.LR
9006-2, the Debtors' Removal Period is automatically extended
until the conclusion of that hearing.
About Smurfit-Stone
Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers. The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada. The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States. The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.
Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235). Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.
Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers. Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October. Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.
James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.
Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
SMURFIT-STONE: Wittmer Wants to Compel Contract Decision
--------------------------------------------------------
George B. Wittmer Associates, Inc. asks the Court to compel
Smurfit-Stone Corp. and its affiliates Debtors to either assume or
reject an environmental service agreement it entered into with
Smurfit-Stone Container Enterprises, Inc., one of the Debtors.
Before the Petition Date, the Debtor accumulated an arrearage in
contract payments totaling $241,139, James S. Yoder, Esq., at
White and Williams LLP, in Wilmington, Delaware, relates. He
notes that GBWA has performed and continues to perform services
after the Petition Date because the Debtor's paperboard mill in
Fernandina Beach, Florida, cannot operate without receiving waste
treatment services from a competent provider like GBWA.
Mr. Yoder tells the Court that the Debtor's outstanding invoices
equals approximately 20% of the annual revenues of GBWA's
facility, and the Debtor's nonpayment of the amount has impaired
GBWA's ability to conduct operations "so severely that economic
viability of the facility is in doubt."
Mr. Yoder explains that compelling a prompt assumption of the
Services Agreement will enable GBWA to obtain the benefit of the
bargain, while compelling rejection will enable GBWA to minimize
its losses.
About Smurfit-Stone
Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers. The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada. The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States. The Company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.
Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235). Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.
Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers. Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October. Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.
James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.
Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
SG RESOURCES: S&P Affirms 'BB' Rating on $100 Mil. Senior Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' issue rating
and '2' recovery rating on SGRM's $100 million senior secured
revolving credit facility due 2013, its $101.5 million revolving
credit facility due 2012, and its $135 million senior secured term
loan B due 2014. The '2' recovery rating indicates that lenders
can expect substantial (70%-90%) recovery in the event of a
payment default. The outlook is stable.
The affirmation follows S&P's annual review of SGRM's gas storage
project, which has completed the first two phases of construction
with minor schedule and budget slippage. S&P expects construction
risks to remain a moderate concern as leaching continues on the
third cavern well and the project completes its gas-handling
facility. Construction risk is at least partially mitigated by
the successful track record to date, and by incremental cash flow
generated from the capacity that has been brought into service.
The affirmation also follows an amendment to the credit agreement
that added a confirming letter of credit from the Federal Home
Loan Bank to back up the letter of credit in support of the GO
Zone Bonds.
The stable outlook on SGRM reflects S&P's view that Phase III
construction is likely proceed on time and within budget based on
the project's performance to date, and commercial operations will
contribute meaningful cash flow for working capital and debt
service over the next 24 months. S&P could revise the outlook or
lower the ratings if the project experiences construction delays
or cost increases that would substantially delay customer
contracts or reduce liquidity, resulting in increased leverage and
weaker financial performance. If the project successfully
completes construction and mitigates market exposure by signing
additional long-term storage contracts at rates of at least 18
cents per mbtu per month such that it would fully amortize project
debt, S&P would look to raise the rating.
SPANSION INC: Court OKs Assumption of Kispert Employment Pact
-------------------------------------------------------------
The Bankruptcy Court has authorized Spansion Inc. and its
affiliates to assume their employment agreement with
John H. Kispert.
The order signed by the Court incorporates the language requested
by the U.S. Trustee and provides that Mr. Kispert will be entitled
to a bonus upon the effective date of a plan of reorganization
only if the Debtors will have satisfied the October 2009 cash
balance metric approved as part of Spansion's Key Employee
Incentive Plan.
On February 4, 2009, the Debtors appointed Mr. Kispert as the
Chief Executive Officer and President of Spansion Inc. and
Spansion LLC and a member of the Spansion Inc. Board of
Directors. On February 12, 2009, the Debtors and Mr. Kispert
entered into an Employment Offer Letter. Mr. Kispert's
compensation under the Kispert Letter consists of, among other
benefits, a monthly salary as well as a significant bonus that
was conditioned on the Debtors successfully closing a sale of
their business or similar transaction.
"Mr. Kispert's initiative and skill have been instrumental in
placing the Debtors in a positive financial and strategic
position at this point in the Chapter 11 Cases," says Michael R.
Lastowski, Esq., at Duane Morris, LLP, in Wilmington, Delaware.
"Mr. Kispert has been heavily involved in developing a viable
business plan for the Debtors' businesses, meeting with customers
and suppliers to ensure their continued support for the Debtors,
implementing cost cutting measures, and overseeing the Debtors
other reorganization efforts."
Pursuant to the Offer Letter dated February 12, 2009, as amended,
Mr. Kispert will receive an annual salary of $900,000. Mr.
Kispert will also receive a bonus of $1,750,000 upon consummation
of these transactions:
(i) A merger or consolidation of the Company with any other
corporation which constitutes a change in ownership of the
securities of the Company representing more than 50% of
the total voting power represented by the Company's then
outstanding securities, other than a merger or
consolidation which would result in holders of pre-
transaction debts of the Company generally holding at
least 50% of the total voting power represented by the
voting securities of the Company or surviving entity
outstanding immediately after the merger or consolidation;
(ii) The sale, lease or other disposition by the Company of all
or substantially all the Company's assets, which occurs on
the date that any one person, or more than one person
acting as a group, acquires assets from the Company that
have a total gross fair market value equal to or more than
85% of the total fair market value of all of the assets of
the Company immediately prior to those acquisitions; or
(iii) The effective date of a plan of reorganization for
Spansion that has been confirmed by the United States
Bankruptcy Court for the District of Delaware and that
provides for the continuation of Spansion's business
operations as a going-concern.
Mr. Kispert has over 15 years of experience in the semiconductor
industry, most recently at KLA-Tencor Corporation. After joining
KLA-Tencor in 1995, Mr. Kispert held high-level management
positions spanning every major organization within KLA-Tencor,
including manufacturing, sales, marketing, service, investor
relations, legal, human resources, information technology and
finance. Mr. Kispert served as KLA-Tencor's President and Chief
Operating Officer from January 2006 to January 2009 and also
served as KLA-Tencor's Chief Financial Officer from March 2008 to
September 2008. Prior to that, from July 2000 to January 2006,
Mr. Kispert served as KLA-Tencor's Chief Financial Officer and
Executive Vice President.
Before joining KLA-Tencor, Mr. Kispert held a variety of
management positions in marketing, finance and service at IBM.
Mr. Kispert holds a master's degree in business administration
from the University of California, Los Angeles and a bachelor's
degree in political science from Grinnell College in Grinnell,
Iowa.
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The
United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
SPANSION INC: Rotman Named Mediator in Cabreros Class Suit
----------------------------------------------------------
Wesley Cabreros and David Refuerzo, individually and on behalf of
other similarly situated persons, and the Debtors have agreed to
the appointment of David Rotman of Gregorio Haldeman Piazza
Rotman Frank & Feder, in San Francisco, California, as the
mediator in the adversary proceeding commenced by Cabreros, et
al., in connection with a class action lawsuit. The parties have
agreed that the costs of the mediation, including the fees of the
mediator, will be split between Plaintiffs and Defendants.
Wesley Cabreros and David Refuerzo have filed a class action
lawsuit under Rule 23(a) of the Federal Rules of Civil Procedure
against Spansion, LLC, and Spansion, Inc. Messrs. Cabreros and
Refuerzo, individually and on behalf of all other similarly
situated individuals, assert that they were not given 60 days
advance written notice by Spansion of a mass lay off, as required
by the Worker Adjustment and Retraining Notification Act. Thus,
Messrs. Cabreros and Refuerzo seek to recover back pay for each
day of WARN Act violation, as well as the claims of all
similarly-situated employees.
Messrs. Cabreros and Refuerzo were terminated on February 23,
2009, together with approximately 690 employees in the Debtors'
Sunnyvale site.
Eric H. Gibbs, Esq., at Girard Gibbs LLP, in San Francisco,
California, attorney for the Plaintiffs, relates that the claims
should be certified as a class because it satisfy the numerosity,
commonality, typicality, adequacy and superiority requirements of
a class action. Mr. Gibbs says that members of the class exceed
100, and filing joinders is therefore impracticable. Moreover,
Mr. Gibbs notes, the presentation of separate actions by
individual class members could create a risk of inconsistent and
varying adjudications, establish incompatible standards of
conduct for the Debtors, or substantially impair or impede the
ability of class members to protect their interests.
In an adversary proceeding, Messrs. Cabreros and Refuerzo demand
judgment against the Debtors and ask the Bankruptcy Court for:
(a) an order certifying that the action may be maintained as
a class action;
(b) their designation as the representatives of the class,
and Mr. Gibbs as Class Counsel;
(c) compensatory damages in an amount equal to at least the
amounts provided by the WARN Act;
(d) a priority claim pursuant to Section 503 of the
Bankruptcy Code in their favor and the other similarly
situated former employees equal to the sum of: their
unpaid wages, salary, commissions, bonuses, accrued
holiday pay, accrued vacation pay, pension and 401(k)
contributions and other ERISA benefits, for 60 days, that
would have been covered and paid under the then-
applicable employee benefit plans had that coverage
continued for that period, or, alternatively, determining
that the first $10,950 of their WARN Act claims and each
of the other similarly situated former employees are
entitled to priority status, under Section 507(a)(4) of
the Bankruptcy Code, and the remainder is a general
unsecured claim;
(e) an allowed priority claim under Section 503 for the
reasonable attorneys' fees and the costs and
disbursements incurred in prosecuting their action,
as authorized by the WARN Act;
(f) an award of costs; and
(g) prejudgment interest.
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The
United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
SPANSION INC: Court OKs KPMG as Financial Advisors
--------------------------------------------------
Spansion Inc. and its affiliates obtained permission from the U.s.
Bankruptcy Court for the District of Delaware to employ KPMG, LLP
as their financial advisors, nunc pro tunc to the Petition Date,
pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code.
In the original application, the Debtors indicated an intent to
transition out KPMG services within 90 days from the date the
Original Application was filed. According to the Debtors, KPMG
has concluded the majority of valuation services. However, the
Debtors explain, they seek to continue their retention of KPMG to
conduct tax, accounting and valuation related work in connection
with the formulation of a plan of reorganization. The Office of
the U.S. Trustee, counsel for the Official Committee of Unsecured
Creditors, and counsel for the Ad Hoc Consortium of the holders of
the Floating Rate Notes consented to the changes.
At the Debtors' request and direction, KPMG will:
1. advise and assist the Debtors in the compilation and
preparation of financial information necessary due to the
requirements of the Court or Office of the US Trustee as
well as financial information for distribution to creditors
and others;
2. assist the Debtors' personnel and other professionals
retained by the Debtors with communications and
negotiations with lenders, creditors, and other parties-in
-interest including the preparation of financial
information for distribution to parties-in-interest;
3. advise and assist the Debtors and other professionals
retained by the Debtors in the development, negotiation,
and execution of possible reorganization scenarios, Section
363 of the Bankruptcy Code sales or other potential sales
of assets or business units;
4. advise and assist the Debtors on cash conservation measures
and assist with the implementation of cash forecasting and
reporting tools;
5. assist the Debtors in the preparation of financial relate
disclosures required by the Court including the Schedules
of Assets and Liabilities, the Statement of Financial
Affairs and Monthly Operating Reports;
6. assist the Debtors in managing and executing the
reconciliation process involving claims filed by all
creditors;
7. assist the Debtors in identifying and reviewing preference
payments, fraudulent conveyances and other causes of
action;
8. assist the Debtors in responding to and tracking
reclamation and claims under Section 503(b)(9) of the
Bankruptcy Code;
9. assist with other accounting advisory services as requested
by the Debtors consistent with the roll of financial
advisor and not duplicative of services provided by other
professionals.
The Debtors propose to pay KPMG based on the firm's negotiated
hourly rates to reflect the complexity of task and the necessary
expertise to deliver the work:
Negotiated
Professional Hourly Rate
------------ -----------
Partner/Managing Director $575-$625
Director $470-$570
Manager $425-$475
Senior Associate $325
Associate $225
Intern/Para-Professional $100
The Debtors will also reimburse KPMG for necessary out-of-pocket
expenses incurred, including airfare, travel, meals and
accommodations.
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The
United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
SPECIAL DEVICES: Emerges From Ch 11, Consolidates 2 U.S. Plants
---------------------------------------------------------------
Ed Taylor at East Valley Tribune reports that Special Devices,
Inc., has emerged from Chapter 11 bankruptcy protection and is now
consolidating its North American auto business in Mesa, relocating
as many as 250 workers.
East Valley Tribune quoted Special Devices Facility Manager Kevin
White as saying, "We could no longer afford two North American
plants. But we knew to do the consolidation quickly would take
support from the city -- fast permits, nearly continuous on-site
inspections. It has been very successful, and we have to thank the
city for that."
According to East Valley Tribune, Special Devices CEO Christopher
Hunter said, that the Company relocated and installed nine
production lines from California in a little more than six months,
which required the issuance of a city building permit about once
per week. East Valley Tribune states that the relocation is still
ongoing, with three more lines from California to be installed, a
work which Special Devices North American operations general
manager Bryan Fossen said would be completed in December.
East Valley Tribune relates that 30 workers from Special Devices'
Moorpark, California production plant were relocated to Mesa.
Citing Mr. Fossen, the report states that other workers are being
recruited to move, and other production and technical positions
are being filled locally.
Special Devices will also be moving its headquarters from
Moorpark, where the company has more space now than it needs, but
Mr. Fossen said that it won't be to Mesa, East Valley Tribune
reports.
East Valley Tribune quoted Mr. Hunter as saying, "We are extremely
pleased with the progress we have made over the last seven-and-a-
half months (when) we were able to . . . use the protection of the
Chapter 11 process to restructure the company in an accelerated
fashion."
Moorpark, California-based Special Devices Inc. --
http://www.specialdevices.com/-- designs and manufactures
precision engineered pyrothechnic devices. SDI is currently
organized into three business units: Automotive, Defense &
Aerospace, and Mining & Blasting.
SDI's Automotive business unit supplies initiators to leading
domestic and foreign airbag system manufacturers. The D&A
business unit's products include initiators, gas generators,
detonators and devices that incorporate pyrotechnic products such
as explosive bolts, cutters, actuators, valves, pin pullers and
safe-an-arm and arm-fire devices. The M&B business unit produces
Electronic Ignition Modules primarily used in surface and
underground blasting operations.
Special Devices filed for Chapter 11 protection on December 15,
2008 (Bankr. D. Del. 08-13312) after failing to refinance
$73.6 million in debt. The Hon. Mary F. Walrath oversees the
case. Mark D. Collins, Esq., Jason M. Madron, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as the
Debtor's counsel. Gibson, Dunn & Crutcher LLP acts as special
corporate counsel, and Kurztman Carson Consultants LLC acts as
claims agent. Roberta A. DeAngelis, the U.S. Trustee for Region
3, appointed four creditors to serve on an Official Committee of
Unsecured Creditors. Mark R. Somerstein, Esq., Shuba Satyaprasad,
Esq., and Patricia I. Chen, Esq., at Ropes & Gray LLP, represents
the Committee. When it filed for bankruptcy, the Debtor estimated
both assets and debts to be between $50 million and $100 million.
STAR TRIBUNE: Main Lenders Pick New Board Members
-------------------------------------------------
Jeff Baenen at The Associated Press reports that Star Tribune
Holdings Corporation's main lenders have picked four new board
members to lead the newspaper when it exits Chapter 11 bankruptcy
protection.
According to The AP, The Star Tribune said that unless another
buyer emerges, the board of directors will include:
-- former Wall Street Journal publisher L. Gordon Crovitz;
-- Minneapolis private equity firm of Goldner Hawn Johnson &
Morrison managing partner Michael T. Sweeney, who would be
named chairman of the board;
-- former banker and investor William F. Farley; and
-- GateHouse Media Inc. chief Michael E. Reed.
Mr. Sweeney said that he made a long-term commitment to be
involved on the board, The AP states.
The AP relates that two more board members would be disclosed
later.
The AP reports that Star Tribune publisher and chairman Chris
Harte will be leaving the newspaper, and a new CEO will be named
before the paper emerges from bankruptcy. As there is no CEO, Mr.
Harte is holding that post, the report states, citing Star Tribune
spokesperson Ben Taylor.
Brad Pattelli, managing director of Angelo Gordon & Co., one of
the Star Tribune's senior secured lenders, said in statement,
"This is a board that can challenge and advise the new Star
Tribune CEO in crafting winning strategies and finding new revenue
streams while operating the current business as efficiently as
possible."
Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com/-- operates the largest newspaper
in the state of Minnesota and published seven days each week in an
edition for the Minneapolis-Saint Paul metropolitan area. The
Company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-10244). Marshall Scott Huebner, Esq.,
James I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk &
Wardwell, represent the Debtors in their restructuring efforts.
Blackstone Advisory Services L.P. is the Debtors' financial
advisor. The Garden City Group, Inc., serves as noticing and
claims agent. Scott Cargill, Esq., and Sharon L. Levine, Esq., at
Lowenstein Sandler PC, represent the official committee of
unsecured creditors. When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
and $500 million each.
The Court has extended the Debtors' exclusive periods to file a
plan of reorganization until August 13, 2009.
STEPHANIE BASLIE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Stephanie T. Baslie
44 Newton AVenue
North Kingstown, RI 02852
Bankruptcy Case No.: 09-18375
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Debtor's Counsel: Edward G. Lawson Jr., Esq.
260 Lonsdale Avenue
Pawtucket, RI 02860
Tel: (401) 725-1810
Fax: (401)725-2244
Email: Lawsonlaw@cox.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Stephanie T. Baslie.
STERLING MINING: $1.16-Mil. Cured Sunshine Mine Lease, Says Minco
-----------------------------------------------------------------
Minco Silver Corporation said the United States Bankruptcy Court,
District of Idaho has ruled that the amount to cure the Sunshine
Mine Lease is US$1,162,420 and the administrative costs are
US$147,230 to SNS Silver Corp. for care and maintenance of the
mine from the period between February to June 2009.
The amount to cure the defaults breaks down as follows: lease fees
US$60,000, taxes due US$70,000, liens payable US$281,540, utility
costs US$318,860, EPA for the Big Creek Spill US$50,000, and EPA
Tribe consent decree US$382,020.95. The Court had originally
received claims totaling approximately US$15 million dollars and
has ruled that the above total of US$1.3 million dollars cures the
defaults on the Sunshine Mine Lease and all administrative costs.
This final ruling from the Court puts an end to the controversy
surrounding the Sunshine Mine Lease between Sterling Mining
Company and Sunshine Precious Metals Inc. As a result, Sterling
regained control and possession of the Sunshine Mine on August 19,
2009. Minco Silver is working closely with Sterling in the care
and maintenance of the Sunshine Mine and dewatering of the mine is
expected to commence shortly.
Minco Silver said it is "very pleased with this final Court
ruling. Now that all the issues relating to the Sunshine Mine
Lease have been resolved permanently, the Company will assist
Sterling to cure the defaults in the Sunshine Mine Lease and will
move forward quickly with its reorganization plan of Sterling."
About Minco Silver
Minco Silver Corporation (TSX:MSV) is a TSX listed company
focusing on the acquisition and development of silver dominant
projects. The Company owns 90% interest in the world class Fuwan
Silver Deposit, situated along the northeast margin of the highly
prospective Fuwan Silver Belt.
About Sterling Mining
Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company. The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District. The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001. Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.
As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities. In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.
Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178). Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.
STERLING MINING: SPMI Refutes Minco Statement, Appeals Court Order
------------------------------------------------------------------
Sunshine Precious Metals, Inc., yesterday afternoon issued a
statement in response to Minco Silver Corporation's news statement
released that morning.
SPMI said Minco Silver's statement incorrectly said "all the
issues relating to the Sunshine Mine Lease" regarding Sterling
Mining Co. "have been resolved permanently."
As reported by the Troubled Company Reporter on August 21, 2009,
Minco said that on August 14 the United States Bankruptcy Court
for the District of Idaho held that Sunshine Precious Metals,
Inc.'s continued occupation of the Sunshine Mine is contrary to
the best interest of the Sunshine Mine and ordered the possession
of the Sunshine Mine be returned to Sterling Mining Company.
Minco Silver said turnover occurred at 12:00 pm on Wednesday,
August 19, 2009.
In its September 1 statement, Minco said the Bankruptcy Court has
ruled that the amount to cure the Sunshine Mine Lease is
US$1,162,420 and the administrative costs are US$147,230 to SNS
Silver Corp. for care and maintenance of the mine from the period
between February to June 2009. Minco said the amount to cure the
defaults breaks down as follows: lease fees US$60,000, taxes due
US$70,000, liens payable US$281,540, utility costs US$318,860, EPA
for the Big Creek Spill US$50,000, and EPA Tribe consent decree
US$382,020.95. The Court had originally received claims totaling
approximately US$15 million dollars and has ruled that the above
total of US$1.3 million dollars cures the defaults on the Sunshine
Mine Lease and all administrative costs.
Minco said the final ruling from the Court puts an end to the
controversy surrounding the Sunshine Mine Lease between Sterling
Mining Company and Sunshine Precious Metals.
"The federal bankruptcy court's recent ruling said that while
bankrupt Sterling Mining Co. has a right to cure its defaults on
the lease of the Sunshine Mine with us, it also declared that
Sterling could not have assigned the mine's lease with us to
someone else. Thus, any claim by third parties to an interest in
the lease of the Sunshine Mine without our consent is untrue,"
said Robert Mori, SPMI president.
Mr. Mori continued, "We had an agreement with SNS Silver to pick
up where Sterling failed, but Sterling's actions destroyed any
opportunity for SNS to employ the Silver Valley."
SPMI has engaged Holland & Hart LLP to appeal the Bankruptcy
Court's decisions. A "Notice of Appeal" was filed on August 31,
2009, allowing appeal in Federal District Court.
Six years ago, Sunshine Precious Metals, Inc. was confronted with
a difficult decision: whether to raze the Sunshine Mine for scrap
value or to enable some entrepreneur to return the Sunshine to
production and make it possible for several hundred miners to
provide silver for the United States and to provide a living for
their families.
"We chose the latter," Mr. Mori said, "and based upon
representations by Sterling Mining Co. that, if we worked with
them, they could restore the Sunshine to production."
"However, sixteen months ago, Sterling ceased all communications
with us. Their lease of the mine went into default and we served
notice to that effect. Then, to our surprise, Sterling Mining Co.
ceased production at the Sunshine mine, quit paying its bills, and
let all of their people go. They also announced they were
abandoning their lease of the Sunshine in press releases and on
their own website, dated Feb. 23, 2009. This was exactly the
opposite of our intention for this mine and for this property and
for the people of the Silver Valley," Mr. Mori stated.
Unfortunately, contrary to Minco Silver's Sept. 1st press release,
controversy continues.
"SPMI will carry on with its pursuit of restoring the Sunshine
Mine through the appeal process," declared Mr. Mori. "We want to
return the Sunshine to life. The Sunshine Mine is worthy of far
better than Sterling or Minco Silver currently offers."
About Sterling Mining
Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company. The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District. The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001. Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.
As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities. In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.
Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178). Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.
SUNRA COFFEE: Secures $600,000 Financing From Insiders
------------------------------------------------------
According to Bill Rochelle at Bloomberg, Sunra Coffee LLC has
landed $600,000 in secured financing from insiders. The DIP
financing would be secured, although junior to existing mortgages
on its Royal Hualalai Gardens project.
The Company, Mr. Rochelle relates, said it invested more than
$29 million developing the project. The project has 39 lots, most
about 5 acres. The lender Hawaii National Bank is owed $9 million
on two secured loans. The bank obtained a foreclosure judgment
shortly before the Chapter 11 filing.
According to Bloomberg, Sunra said in a court filing that the bank
appraised the property in 2008 for $36 million if the lots were
sold in bulk or $46.4 million if lots were sold individually.
About Sunra Coffee
Sunra Coffee LLC, which does business as Royal Hualalai Gardens,
owns a 225-acre housing development on a former coffee plantation
in Holualoa, Hawaii. The subdivision is set on the slopes of
Hualalai above Kailua-Kona. Sunra Coffee filed for Chapter 11 on
August 21, 2009 (Bankr. D. Hawaii Case No. 09-01909). Don Jeffrey
Gelber, Esq., at Gelber Gelber & Ingersoll, represents the Debtor
in its restructuring effort. The petition says the Debtor has
assets and debts of $10,000,001 to $50,000,000.
TAYLOR BEAN: Refuses to Hand Over Homeowners' Loan Info
-------------------------------------------------------
Taylor, Bean & Whitaker Mortgage Corp. has refused to hand over
informatino related to its servicing of mortgage loans, Patrick
Fitzgerald at The Wall Street Journal reports, citing government
regulators.
The Federal Deposit Insurance Corp. said in court documents that
Taylor Bean "is holding hostage hundreds of thousands of
homeowners, and each day of delay is causing mounting and growing
harm to individual homeowners" who can't get information related
to their mortgage loans.
The Journal relates that Taylor Bean serviced almost 500,000
mortgage loans totaling more than $80 billion. The Company
maintained more than 100 accounts, holding about $1.9 billion, at
Colonial Bank, the report states, citing FDIC.
According to The Journal, the FDIC said that it believes about
$55 million in electronic payments, plus 50,000 checks delivered
to a Colonial Bank lock box, and excluding payments made directly
to Taylor Bean, have not been deposited. FDIC said that it has
information indicating that Taylor Bean continues to improperly
direct homeowners to send their mortgage payments to an account it
opened at Wachovia Bank, The Journal reports.
As reported by the TCR on September 1, 2009, Bank of America Corp.
is taking over servicing of 180,000 Ginnie Mae-securitized
mortgages that had been in the portfolio of Taylor Bean, which was
barred from processing Ginnie Mae and Federal Housing
Administration mortgages early this month after the U.S.
Department of Housing and Urban Development began investigating
the firm's business practices. Taylor Bean closed down its
mortgage-lending operation on August 5. Taylor Bean said that it
wouldn't be able to complete or fund any mortgage loans in
unfinished mortgages. The Department of Housing and Urban
Development, which oversees the FHA, said that it took action
against Taylor Bean because the Company failed to submit a
required annual financial report and to disclose "certain
irregular transactions that raised concerns of fraud." Taylor
Bean disclosed a similar suspension by Freddie Mac.
Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States. In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities. It also managed
a combined mortgage servicing portfolio of approximately
$80 billion. The company employed more that 2,000 people in
offices located throughout the United States.
Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).
Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor. Troutman
Sanders LLP is special counsel. BMC Group, Inc., serves as claims
agent.
TAYLOR BEAN: Reacts at FDIC's Action to Turn Over Monies
--------------------------------------------------------
Taylor Bean & Whitaker Mortgage Corp. objects to the internal
upheaval and the actions of the Federal Deposit Insurance
Corporation to force the company to turn over millions of dollars
and a host of information related to its $80 billion mortgage
servicing operations, according to Law360.
Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States. In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities. It also managed
a combined mortgage servicing portfolio of approximately
$80 billion. The company employed more that 2,000 people in
offices located throughout the United States.
Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).
Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor. Troutman
Sanders LLP is special counsel. BMC Group, Inc., serves as claims
agent.
TENNECO INC: S&P Changes Outlook to Positive; Affirms 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Tenneco Inc. to positive from negative and affirmed its 'B-'
corporate credit rating and other ratings.
"The outlook revision reflects S&P's expectation that operating
results will improve more quickly than S&P expected thanks to
greater manufacturing efficiencies, assorted restructuring
initiatives, and tighter cost controls," said Standard & Poor's
credit analyst Lawrence Orlowski. As a result, S&P believes
credit measures could return to levels consistent with a higher
rating, and liquidity also will improve. EBITDA, operating
income, and free cash flow rose sequentially in the second
quarter. S&P expects leverage to improve during the rest of 2009
and could drop to about 5x by the end of 2010 if auto demand
rebounds globally. Given the substantial downturn in auto demand
in North America and Europe, S&P currently believes auto sales in
North America will increase in the second half of 2009 and rebound
slightly in 2010. Moreover, the company has reduced its overall
cost structure, which has helped stabilize its financial position
and lay the foundation for higher profitability, assuming auto
demand returns to more normal levels.
Credit measures as of June 30, 2009, remained weak for the current
rating, despite the stronger second quarter. EBITDA interest
coverage for the 12 months ended June 30, 2009, was 2.1x, compared
with 3.0x a year earlier.
Revenue in the second quarter of 2009 was $1.11 billion, down 33%
from $1.65 billion a year ago, because of the substantial decline
in original equipment (OE) production in almost all geographic
segments and unfavorable exchange rates.
Lake Forest, Ill.-based Tenneco is highly exposed to declining
vehicle production by virtually all of its large customers,
including General Motors Corp. and Ford Motor Co. The company's
geographic diversity (North America accounted for 44% of 2008
revenues; Europe, South America, and India 47%; and Asia-Pacific
9%) and business diversity (emissions control and ride control
made up 67% and 33% of 2008 revenue, respectively) will not be
able to offset auto production declines in 2009. S&P expects U.S.
light-vehicle sales to fall about 23% in 2009, to about
10.1 million units, as the economy remains weak. Declines in
sales and production in Europe are significant this year as well,
but various scrapping incentives are mitigating 2009 weakness.
S&P believes the increase in sales from scrapping incentives will
result in disproportionally reduced demand next year.
Tenneco's liquidity is adequate. As of June 30, 2009, the company
had $111 million in cash and $333 million in unused borrowing
capacity under its revolving credit facility that expires in March
2012.
The outlook is positive. S&P expects Tenneco to face a
challenging operating environment as demand for light and
commercial vehicles remains weak by historical standards in 2009
and 2010, despite signs of an increase in demand. If the recent
uptick in auto demand signals a return to higher, steadier sales,
S&P would expect EBITDA and free cash flow to continue rebounding
and would revisit S&P's current rating. To raise S&P's corporate
credit rating, S&P would expect to see adjusted debt to EBITDA
fall below 5.5x on a sustainable basis along with viable prospects
for consistent free cash flow generation.
S&P could revise the outlook back to negative or lower the ratings
if S&P believed the company's cash generation trend would reverse
and the company seemed poised to use more than $100 million in
cash. This could occur if revenue declined more than 20% and the
gross margin fell below 13%.
TERON TRACE LLC: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Teron Trace, LLC
204 Marietta Street
Alpharetta, GA 30009
Bankruptcy Case No.: 09-82889
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Judge: James Massey
Debtor's Counsel: William Russell Patterson Jr., Esq.
Ragsdale Beals Seigler Patterson & Gray
Suite 2400, 229 Peachtree Street NE
Atlanta, GA 30303-1629
Tel: (404) 588-0500
Email: wrpjr@rbspg.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
5 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/ganb09-82889.pdf
The petition was signed by Lindsey Warren, managing partner of the
Company.
TIMOTHY CHANEY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Timothy Alan Chaney
P.O. Box 670792
Dallas, TX 75367-0792
Bankruptcy Case No.: 09-35755
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Debtor's Counsel: John Paul Stanford, Esq.
Quilling, Selander, Cummiskey and Lownds
2001 Bryan St., Suite 1800
Dallas, TX 75201-4240
Tel: (214) 871-2100
Fax: (214) 871-2111
Email: jstanford@qsclpc.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Mr. Chaney.
TETON ENERGY: Lenders Agree to Forbearance Until Sept. 15
---------------------------------------------------------
Effective as of August 26, 2009, Teton Energy Corporation entered
into a Third Amendment to the Second Amended and Restated Credit
Agreement and Forbearance Agreement with JPMorgan Chase Bank,
N.A., as administrative agent, and each of the financial
institutions identified in the Third Amendment.
Under the terms of the Third Amendment:
(a) The Company's pre-existing borrowing base capacity was
decreased from $20,000,000 to $14,000,000 continuing until
the next scheduled redetermination, interim redetermination
or other redetermination of the borrowing base and the
conforming borrowing base thereafter.
(b) The Company, the Administrative Agent, and each of the
Lenders agreed to forbear from exercising their rights and
remedies as a result of the Specified Default (the
Company's failure to repay the Borrowing Base Deficiency of
$8,484,296 on August 25, 2009) under the Loan Documents to
(i) accelerate the outstanding principal balance of the
Loans; and (ii) to commence foreclosure proceedings under
the Security Instruments, during the period from the
Effective Date until the earlier of (A) the occurrence of
any Default or Event of Default other than the Specified
Defaults, or (B) 5:00 p.m., September 15, 2009.
(c) The definition of interest payment date has been revised to
mean, with respect to any ABR Loan, the last day of each
month and with respect to any Eurodollar Loan, the last day
of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest period that occurs at intervals
of one month's duration after the first day of such
Interest Period.
(d) From and after August 25, 2009, any payments due under the
Loan Documents are subject to a Post Default Interest Rate
calculated at a rate per annum equal to two percent (2%)
plus the rate applicable to ABR Loans or Eurodollar Loans.
(e) The Company agreed to obtain fully executed account control
agreements in a form and substance satisfactory to the
Administrative Agent and the Majority Lenders covering all
of the Company's and its subsidiaries' deposit accounts
including without limitation accounts held at Wells Fargo
Bank, N.A.
(f) the definition of loan documents has been revised to mean
the Third Amendment, the First Amendment, the Second
Amendment, the Notes, the Letter of Credit Agreements, the
Letters of Credit, the Intercreditor Agreement and the
Security Instruments.
(g) The Company, consistent with its fiduciary obligations,
shall continue to pursue diligently various strategic
alternatives such as raising additional capital, merger
reorganization, restructuring, or sale of all or
substantially all of the assets of the Company and its
subsidiaries.
Teton Energy Corporation -- http://www.teton-energy.com/-- is an
independent oil and gas exploration and production company focused
on the acquisition, exploration and development of North American
properties. The Company's current operations are concentrated in
the prolific Rocky Mountain and Mid-continent regions of the U.S.
Teton has leasehold interests in the Central Kansas Uplift,
eastern Denver-Julesburg Basin in Colorado and the Big Horn Basin
in Wyoming. Teton is headquartered in Denver, Colorado.
Teton Energy had total assets of $60,000,000 against total debts
of $50,907,000 as of June 30, 2009.
TIRE RECYCLING: Magnum D'Or Buys Assets Out of Bankruptcy for $2MM
------------------------------------------------------------------
Northern Colorado Business Report says that the U.S. Bankruptcy
Court for the District of Colorado has approved Magnum D'Or
Resources Inc.'s purchase of Tire Recycling Inc.'s assets.
According to NCBR, Magnum D'Or bought the assets for
$2.06 million, through a series of claim transfers closing
completely on August 25. NCBR relates that assets acquired
include:
-- vehicles,
-- equipment,
-- machinery,
-- more than 120 acres of land, and
-- a tire inventory of more than 30 million.
Magnum D'Or's subsidiary, Magnum Recycling USA, will run Tire
Recycling's facility and property, NCBR states.
Hudson-based Tire Recycling Inc. owns tire landfill and recycling
facilities. It filed for Chapter 11 bankruptcy protection in
2007.
TOUSA INC: Seeks to Amend Castletop Partnership Pact
----------------------------------------------------
Debtors TOUSA Homes, Inc. and Newmark Homes, L.P., sought and
obtained the Court's approval of an "amendment" to the Amended
and Restated Agreement of Limited Partnership for
Newmark/Castletop Brushy Creek, L.P., entered among the Debtors,
Castletop Capital Partners GP, LLC, and Castletop Capital
Partners, LLC.
As previously reported, the Debtors amended and assumed the
Limited Partnership Agreement with Castletop to substitute
Castletop GP for TOUSA Homes as general partner of the
Newmark/Buffington Brushy Creek partnership. Newmark is a
limited partner of the Partnership. Pursuant to the Amended
Partnership Agreement, TOUSA Homes agreed to make additional
capital contributions in accordance with the revised partner
contribution percentages. However, at this time, and as a result
of the Debtors' revised business plan, it is unclear if TOUSA
Homes will be able to make contributions as per the terms of the
Amended Partnership Agreement going forward, Paul Steven
Singerman, Esq., at Berger Singerman, P.A. in Miami, Florida,
notes. He also points out that failure of a partner to make an
additional capital contribution constitutes a default under the
Amended Partnership Agreement, which affords the Castletop
Entities the right to acquire TOUSA Homes' entire partnership
interest.
Against this backdrop, TOUSA Homes, Newmark and Castletop entered
into the Amendment to the Partnership Agreement which provides
these terms:
* Castletop GP will be authorized to adopt certain actions
without TOUSA Homes' approval, if those actions have
received the prior approval of Buffington Brushy Creek
Management, LLC;
* The parties who are not defaulting partners waive their
rights to acquire the partnership interests of the
defaulting partner or their rights to wind up the
Partnership as a result of TOUSA Homes' failure to make
certain additional capital contributions pursuant to the
Amended Partnership Agreement; and
* TOUSA Homes will remain a member of the Partnership even if
it does not satisfy its obligation to make Additional
Capital Contributions. However, TOUSA Homes will lose
certain decision making powers with respect to operations of
the Partnership.
Mr. Singerman insists that absent the Amendment, TOUSA Homes may
lose all of its rights and entitlements under the Amended
Partnership Agreement if a funding request is made and TOUSA
Homes fails to make a required contribution. Moreover, the
Debtors believe that TOUSA Homes' loss of decision making power
is substantially outweighed by TOUSA Homes' ability to remain a
member of the Partnership despite its failure to satisfy
contribution obligations.
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.
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 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., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts. Lazard Freres & Co. LLC is the Debtors' investment
banker. Ernst & Young LLP is the Debtors' independent auditor and
tax services provider. Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.
TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746). It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.
The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.
TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.
Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by TOUSA Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TOUSA INC: To Terminate ARI/Danari Lease Agreement
--------------------------------------------------
Tousa Inc. and its affiliates ask the Court to authorize TOUSA
Homes, Inc.'s to enter into a lease termination agreement with ARI
Central, L.P. and Danari Central, L.L.C., and to pay a termination
fee in connection with the lease termination agreement.
Pursuant to a non-residential real property lease between TOUSA
Homes and Central, TOUSA Homes leased a portion of an office
building at 2600 North Central Avenue, in Phoenix, Arizona 85004.
The Lease was subsequently amended whereby TOUSA Homes vacated a
portion of the Property and agreed on a modified rent structure
for the remaining leased property. The Debtors estimate that
payments due under the Lease through the expiration date of
March 3, 2016, will be $4.1 million.
In light of their revised business plan, the Debtors determined
that they no longer need the office space occupied under the
Ari/Danari Lease. Accordingly, the Debtors and Ari/Danari
entered into the Lease Termination Agreement, which provides for
these terms:
(a) The Ari/Danari Lease will be terminated effective July 31,
2009;
(b) In consideration of Ari/Danari's execution of the
Termination Agreement, TOUSA Homes will deliver to
Ari/Danari a one-time termination fee of $575,000. The
Termination Fee will be paid on or before the close of the
third business day after the Court's approval of the
Termination Motion;
(c) TOUSA Homes will surrender and deliver exclusive possession
of the Remaining Property to Ari/Danari on or before the
Termination Date as a fully furnished office in good order;
(d) Conditioned on performance of the Termination Agreement,
Ari/Danari will fully release TOUSA Homes from any
obligations arising after the termination date as they
relate to the Remaining Property. In the event TOUSA Homes
holds over in the Remaining Property, the holdover will not
constitute a renewal of the Lease or an extension of any
further term. TOUSA Homes will be subject to holdover
charges equal to $250 per day through October 31, 2009,
and $1,860 per day for each day of TOUSA Homes' holdover
commencing after November 1, 2009; and
(e) If Central re-tenants the 16th floor of the Remaining
Property while TOUSA Homes is in the Soft Holdover Period,
TOUSA Homes will be required to surrender possession of the
Remaining Property, except that (i) Ari/Danari will be
required to give TOUSA Homes a 30-day notice to surrender
possession, and (ii) Ari/Danari will provide TOUSA with
alternate temporary premises within the Property,
including 14th floor of the Property, if available During
the Soft Holdover Period, TOUSA Homes will have the right
to use 15 parking spaces pursuant to certain conditions set
forth in the Termination Agreement.
The Debtors tell the Court that termination of the Ari/Danari
Lease will enable their estates to save $4.1 million in cash
payments over the remaining term of the Lease.
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.
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 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., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts. Lazard Freres & Co. LLC is the Debtors' investment
banker. Ernst & Young LLP is the Debtors' independent auditor and
tax services provider. Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.
TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746). It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.
The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.
TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.
Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by TOUSA Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRONOX INC: Expects to Close Sale or File Plan by March 2010
------------------------------------------------------------
Tronox Inc., which recently announced an agreement to sell its
assets to Huntsman Corporation, said it will be able to complete
the sale of its assets or pursue a stand-alone Chapter 11 plan by
March 2010. Tronox is asking the Bankruptcy Court to extend its
exclusive period to file a Chapter 11 plan until March 31, 2010.
Tronox said it has made substantial progress in its Chapter 11
case. It has (x) signed a "stalking horse" purchase agreement
with affiliates of Huntsman Corporation for the sale of
substantially all of its operating assets, (y) commenced a lawsuit
against Anadarko Petroleum Corporation and Kerr-McGee Corporation
regarding fraudulent transfer and other claims the Anadarko
Litigation and (z) engaged in significant negotiations with the
government regarding its environmental liabilities.
At the same time, Tronox said it has engaged constructively with
its stakeholders regarding all developments in the cases,
including the feasibility of a standalone reorganization, and has
met all of the milestones required of a chapter 11 debtor,
improved liquidity and streamlined operations.
"By Tronox's proposed March 31, 2010 deadline to file a plan,
Tronox will have completed its sale process, and believes that the
sale of its operating assets will have closed (or that Tronox will
instead have chosen to pursue a standalone reorganization),"
relates Jonathan S. Henes, Esq., at Kirkland & Ellis LLP.
During that time, Tronox will continue negotiations with the
government regarding its environmental liabilities, the outcome of
which will be critical to developing a chapter 11 plan. Thus, at
the end of Tronox's proposed Exclusive Filing Period, Tronox will
be in a position to file a chapter 11 plan that either distributes
the proceeds from the sale or effects a standalone reorganization
that addresses Tronox's environmental liabilities, Mr. Henes
relates.
Sale to Huntsman
Tronox Incorporated said August 31 that it and certain of its
subsidiaries signed a "stalking horse" asset and equity purchase
agreement with Huntsman Pigments LLC, a wholly owned subsidiary of
Huntsman Corporation, and Huntsman Corporation for the sale of
certain of its operating assets, including:
* Titanium dioxide facilities in The Netherlands and the
United States, excluding its facility in Savannah, Georgia;
* A 50% joint venture interest in the Western Australian
titanium dioxide, mine and beneficiating operations; and
* Electrolytic production facilities in the United States
Huntsman's stalking horse bid provides for sales proceeds of
$415 million (which are subject to certain adjustments), is a
binding offer to acquire selected assets of Tronox and will serve
as the minimum floor bid for an auction process to be conducted
pursuant to section 363 of the U.S. Bankruptcy Code.
A copy of the Asset Purchase Agreement is available for free at:
http://researcharchives.com/t/s?43ab
About Tronox Inc.
Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes. Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products. The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries. In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.
Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008. The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.
Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156). The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors. The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.
An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases. The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.
Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B. Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK. As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.
Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRONOX LLC: EPA Suit to be Heard in Bankruptcy Court
----------------------------------------------------
Tronox LLC and its affiliated debtors, the United States of
America, and the New Jersey Department of Environmental
Protection; the Commissioner of the New Jersey Department of
Environmental Protection, as trustee for natural resources; and
the Administrator of the New Jersey Spill Compensation Fund
previously presented an agreed-upon stipulation simultaneously to
the United States District Court for the District of New Jersey
and to the United States Bankruptcy Court for the Southern
District of New York. Both Courts have approved and entered the
stipulation and order.
As of August 25, 2009, the Stipulation and Order remains in
effect pursuant to its terms and the consolidated cases pending
in the New Jersey Court have, accordingly, been stayed by the
New Jersey Court with leave to reopen the cases pursuant to the
terms of the Stipulation and Order.
The parties entered into another stipulation agreeing that:
(a) in the interest of judicial economy and efficient
management of the New Jersey Court's docket and resources,
the New Jersey Cases may be administratively closed;
(b) the Stipulation and Order will remain in full force and
effect, it being understood that the administrative
closing of the New Jersey Cases is the equivalent of
staying the New Jersey Cases for purposes of the
Stipulation and Order; and
(c) until a party moves to reopen the New Jersey Cases, the
Clerk of the New Jersey Court will designate each of the
consolidated New Jersey Cases as administratively
terminated with leave to reopen.
The Parties ask the Bankruptcy Court to approve the Stipulation.
Bankruptcy Court Lawsuit
The United States of America, on behalf of the Environmental
Protection Agency, commenced a prepetition civil action against
Tronox LLC before the United States District Court for the
District of New Jersey. The EPA Action seeks to recover costs
allegedly incurred, or to be incurred, by the Government in
response to releases or threatened releases of hazardous
substances at or from the Federal Creosoting Superfund Site,
located at the Borough of Manville, in Somerset County, New
Jersey.
Pursuant to the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, (i) the New Jersey
Department of Environmental Protection, (ii) the Commissioner or
Trustee of the New Jersey Department of Environmental Protection,
and (iii) the Administrator of the New Jersey Spill Compensation
Fund, are plaintiffs in a separate prepetition civil action
against Tronox LLC in the U.S. District Court for the District of
New Jersey. NJDEP and the NJSCF Administrator seek to recover
the costs they allegedly have incurred, and will incur, for the
release, and threatened release, of hazardous substances at the
Site, pursuant to Sections 107(a) and 113(g) of CERCLA.
Also, pursuant to CERCLA Action, the NJ EPA Trustee seeks to
recover alleged damages that it has incurred, and will incur, for
the injury to, destruction of, or loss of any natural resource
under the trusteeship resulting from the release or threatened
release of hazardous substances at the Site.
Pursuant to New Jersey's Spill Compensation and Control Act, the
New Jersey Plaintiffs also seek:
-- reimbursement of the alleged costs and damages they have
Incurred, and will incur, as a result of the discharge of
hazardous substances at the Site, and
-- a court order compelling Tronox to perform, or to fund
plaintiff NJDEP's performance of, any further assessment of
any natural resource that has been injured as a result of
the discharge of hazardous substances at the Site, and to
compensate the citizens of New Jersey for the lost value of
any injured natural resource.
The Government alleges that it has incurred at least $280 million
in unreimbursed "response costs" within the meaning of Section
101(25) of CERCLA, excluding interest, related to the release or
threatened release of hazardous substances at the Site," as of
June 15, 2008.
The Trustee also seeks reimbursement for all damages, including
lost value and reasonable assessment costs, incurred for the
Site, and a declaratory judgment for damages in the future. The
New Jersey Plaintiffs also seek the payment of their costs and
fees in the New Jersey Action.
The Debtors' counsel, Jonathan S. Henes, Esq., at Kirkland &
Ellis LLP, in New York, asserts that the prepetition actions
arise exclusively from the alleged prepetition conduct of Tronox
LLC's purported predecessors.
Tronox denies any legal or factual liability for the releases or
threatened releases of hazardous substances that occurred at the
Site. Mr. Henes points out that:
(a) as of the Petition Date, neither Tronox LLC nor any
affiliated entity owned any property or conducted any
business activities at the Site; and
(b) there were no releases or threatened releases of hazardous
substances from the Site that occurred on or after the
Petition Date.
Against this backdrop, Tronox asked the Court to treat all claims
asserted against it in the prepetition actions, including the
declaratory judgment for all damages, and their resulting
judgments, as "claims" that arose prior to the Petition Date
within the meaning of Section 101(5) of the Bankruptcy Code.
The Debtors further ask the Court to treat and discharge the EPA
and New Jersey Claims under Section 1141(d) of the Bankruptcy
Code, in accordance with the terms of any plan of reorganization
that Tronox proposes and the Court confirms.
About Tronox Inc.
Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes. Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products. The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries. In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.
Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008. The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.
Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156). The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors. The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.
An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases. The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.
Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B. Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK. As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.
Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRONOX INC: Key Parties May Participate in Anadarko Suit
--------------------------------------------------------
Judge Allan L. Gropper of the United States Bankruptcy Court for
the Southern District of New York has approved the revised
stipulation presented by Tronox Incorporated and its debtor
affiliates.
The Stipulation and Order is without prejudice to and does not
waive or otherwise impair any rights of Anadarko Petroleum
Corporation, Kerr-McGee Corporation, including the right to
object to discovery conducted under or pursuant to the
Stipulation and Order, and does not affect or determine any issue
relating to the burden of proof on a discovery issue.
As agreed on the revised Stipulation, each of the United States,
the Official Committee of Unsecured Creditors of Tronox
Incorporated and its affiliated debtors, the Official Committee
of Equity Security Holders, the DIP Agent, and the Prepetition
Agent under Section 1109(b) of the Bankruptcy Code, may
participate in the Litigation on these terms regardless of
whether they have intervened in the Litigation:
(a) The parties-in-interest may attend hearings and be heard
with respect to issues related to the Litigation.
(b) The parties-in-interest may file motions in and relating
to the Litigation.
(c) With respect to depositions noticed or subpoenaed by
Debtors' counsel or counsel to Anadarko and Kerr-McGee,
counsel for the parties-in-interest will be permitted a
reasonable amount of time following questioning by
Debtors' counsel to ask questions that are non-duplicative
of questions previously asked in the deposition.
(d) To the extent a parties-in-interest wants to depose a
witness whose deposition has not been noticed or
subpoenaed by Debtors' counsel, the parties-in-interest
must request in writing that Debtors' counsel serve a
notice or subpoena for the deposition. If Debtors'
counsel serves a notice or subpoena for the deposition,
the deposition will be conducted as set forth in
the stipulation. If Debtors' counsel does not serve
a notice or subpoena for the deposition within five
business days from the date of receipt of the written
request, the parties-in-interest may notice or subpoena
the witness for deposition and take the lead in
questioning that witness. After the parties-in-interest
has concluded its examination, counsel for Debtors or the
other Parties In Interest will be permitted to ask
questions that are non-duplicative.
(e) Debtors' counsel will circulate to the parties-in-interest
draft written discovery requests at least three business
days before they are served on Anadarko and Kerr-McGee or
third parties. Any parties-in-interest may serve its own
written discovery requests, provided, however, that
counsel for the parties-in-interest will confer with
Debtors' counsel in advance of the service of the requests
for written discovery.
(f) The parties-in-interest will be entitled to receive all
responses to written discovery taken in the Litigation,
provided that the discovery responses and documents will
be used or disseminated only in accordance with the terms
of the Protective Order.
(g) The Parties will maintain each of their rights to seek
protective orders or otherwise to oppose or seek to limit
discovery. This will not be construed to require Anadarko
or Kerr-McGee to serve discovery responses or documents to
Parties other than the Debtors. The Debtors will
distribute discovery responses and documents from Anadarko
or Kerr-McGee to the parties-in-interest.
If the Debtors determine that it is the best interest of their
estates and their stakeholders to pursue settlement discussions
with Anadarko or Kerr-McGee to resolve the Litigation, then
all parties-in-interest may participate in the settlement
discussions to the extent that any other parties-in-interest is
included in the discussions; provided, however, that the Debtors
retain their rights to engage in private settlement negotiations
with Anadarko and Kerr-McGee to resolve the Litigation.
Subject to the Final DIP Order, the Parties otherwise reserve
their respective rights to make any argument with respect to the
allocation, distribution or priority of any proceeds that are
recovered by the Debtors as a result of the Litigation or
Settlement. Neither the Debtors, the Creditors' Committee, the
Equity Committee, the DIP Agent, nor the Prepetition Agent,
however, will base a challenge to the United States' claim to any
proceeds on the grounds that the United States failed to bring a
claim against Anadarko and Kerr-McGee relying upon the United
States under the Federal Debt Collection Procedures Act or that
the proceeds were obtained through a claim brought by the
Debtors, as opposed to by FDCPA.
The U.S. Government may file its Complaint-In-Intervention. The
Debtors do not waive their right to assert any argument with
respect to the Complaint-in-Intervention or to move to dismiss or
stay the Complaint-in-Intervention, including on the ground that
the Complaint-in-Intervention is barred by the automatic stay
provided for in Section 362, provided, however, that no Party
will assert any argument unless and until the United States
begins to prosecute its Complaint-in-Intervention.
In a separate Court-approved stipulation, the U.S. Government and
Anadarko and Kerr-McGee have agreed to extend the Government's
time to file its opposition, if any, to Anadarko and Kerr-McGee's
Motion to dismiss the Government's Complaint in Intervention
until September 15, 2009.
Anadarko and Kerr-McGee's time to file their reply, if any, to
the Government's opposition to Anadarko and Kerr-McGee's Motion
to dismiss the Complaint in Intervention is extended to
October 5, 2009.
About Tronox Inc.
Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes. Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products. The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries. In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.
Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008. The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.
Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156). The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors. The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.
An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases. The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.
Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B. Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK. As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.
Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TROPICANA ENTERTAINMENT: NJ Debtors Expand JH Cohn Services
-----------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, Adamar of New
Jersey, Inc., doing business as Tropicana Casino and Resort, and
its affiliate, Manchester Mall, Inc., sought and obtained the
Court's permission to expand the scope of services of their
financial advisors, J.H. Cohn LLP, to include the preparation of
the New Jersey Debtors' federal and New Jersey income tax returns
for 14 days ending December 31, 2007, and the year ending December
31, 2008.
The 2007 period is the period of time from which Justice Gary S.
Stein was appointed as Trustee/Conservator of Adamar of New
Jersey, Inc., through the end of the year, Mark Giannantonio,
president and chief operating officer of the New Jersey Debtors,
noted.
JH Cohn is also contemplated to prepare other tax returns as may
be required by relevant taxing authorities.
The New Jersey Debtors relate that they originally retained
Joseph Jablonski as an ordinary course professional to prepare
their federal and state income tax returns for 2008. Given the
New Jersey Debtors are no longer filing returns on a consolidated
basis with Tropicana Casinos and Resorts, Inc., Tropicana
Entertainment, LLC, and related Tropicana Entertainment entities,
the complexity of those tax returns increased exponentially and
require a firm like JH Cohn with significantly more resources,
experience and expertise in the area of taxation, as well as
familiarity with the New Jersey Debtors' books and records due to
its financial advisory work, to provide those services, Mr.
Giannantonio told the Court.
Because JH Cohn will replace Mr. Jablonski for the referenced
services, there will be no duplication of effort by the New
Jersey Debtors' professionals, Mr. Giannantonio pointed out.
Increasing the scope of the services to be provided by JH Cohn in
connection with tax return preparation is necessary and essential
to the New Jersey Debtors' performance of their duties as
debtors-in-possession, Mr. Giannantonio averred.
Bernard A. Katz, a partner at JH Cohn, disclosed that his firm
will bill the tax return preparation work in accordance with its
hourly rates, not to exceed $50,000. The firm's current hourly
rates are:
Partners $540 - $695
Manager, Sr. manager, Director $420 - $525
Other professional staff $180 - $350
Staff, paraprofessional $150 - $165
Mr. Katz assures the Court that JH Cohn does not hold nor
represent any interest materially adverse to the New Jersey
Debtors or their estates and is a "disinterested" person within
the meaning of Sections 327(a) and 101(14) of the Bankruptcy
Code.
About Tropicana Entertainment
Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts. The Company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.
Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts. Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent. AlixPartners LLP is the Debtors'
restructuring advisor.
Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case. Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.
On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711). Judge Judith H. Wizmur presides over the cases. Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC. Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties. The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.
Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their
claims and notice agent. Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.
Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News. The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates. (http://bankrupt.com/newsstand/or
215/945-7000)
TXCO RESOURCES: Teams With Panel to Block Bank's Bid to Lift Stay
-----------------------------------------------------------------
TXCO Resources Inc. has teamed up with its official committee of
unsecured creditors in opposition to Western National Bank's bid
to lift the automatic stay and foreclose on three drilling rigs in
order to collect hundreds of thousands of dollars in mounting
debt.
TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma. TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling. It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."
The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807). The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent. Gardere Wynne Sewell LLP
represents the Committee.
As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities.
UBS AG: IRS Formally Asks for Client Data
-----------------------------------------
The U.S. Internal Revenue Service has made a formal request to
Switzerland's Federal Tax Administration for client data from UBS
AG, Katharina Bart at The Wall Street Journal reports, citing the
Swiss government.
According to The Journal, the Swiss government has set up a task
force of 40 legal and tax experts from the Swiss tax authority and
30 experts from an undisclosed audit company to work through the
data, which represents an administrative task of record
proportions for the country. The Journal says that lawyer and
former judge Hans-Joerg Muellhaupt is leading the group. Clients
can object the handover in Switzerland through a legal appeal, The
Journal relates.
The Swiss government said in a statement, "The Federal Tax
Administration will expedite the request for administrative
assistance. The project organization appointed for this purpose
has already started its work."
Based in Zurich, Switzerland, UBS AG (VTX:UBSN) --
http://www.ubs.com/-- is a global provider of financial services
for wealthy clients. UBS's financial businesses are organized on
a worldwide basis into three Business Groups and the Corporate
Center. Global Wealth Management & Business Banking consists of
three segments: Wealth Management International & Switzerland,
Wealth Management US and Business Banking Switzerland. The
Business Groups Investment Bank and Global Asset Management
constitute one segment each. The Industrial Holdings segment
holds all industrial operations controlled by the Group. Global
Asset Management provides investment products and services to
institutional investors and wholesale intermediaries around the
globe. The Investment Bank operates globally as a client-driven
investment banking and securities firm. The Industrial Holdings
segment comprises the non-financial businesses of UBS, including
the private equity business, which primarily invests UBS and
third-party funds in unlisted companies.
As reported in the Troubled Company Reporter-Europe, UBS has
amassed more than US$53 billion in writedowns and losses since the
credit crisis began. The bank expects to post a loss in the
second quarter of 2009. The bank's net loss for full-year 2008
widened to CHF19.697 billion from of CHF5.247 million in the prior
year. Net losses from continuing operations totaled
CHF19.327 billion, compared with losses of CHF5.111 billion in the
prior year. UBS attributed the losses to negative revenues in its
fixed income, currencies and commodities (FICC) area. For the
2008 fourth quarter, UBS incurred a net loss of CHF8.100 billion,
down from a net profit of CHF296 million. Net loss from
continuing operations was CHF7.997 billion compared with a profit
of CHF433 million. The Investment Bank recorded a pre-tax loss of
CHF7.483 billion, compared with a pre-tax loss of CHF2.748 billion
in the prior quarter. This result was primarily due to trading
losses, losses on exposures to monolines and impairment charges
taken against leveraged finance commitments. An own credit charge
of CHF1.616 billion was recorded by the Investment Bank in fourth
quarter 2008, mainly due to redemptions and repurchases of UBS
debt during this period.
UBS said it will further reduce its headcount to 15,000 by the end
of the year. UBS's personnel numbers reduced to 77,783 on
December 31, 2008, down by 1,782 from September 30, 2008, with
most staff reductions at its investment banking unit.
UTGR INC: Under Investigation on Alleged Deceptive Trade Practices
------------------------------------------------------------------
Maria Armental at The Providence Journal reports that attorney
general Patrick C. Lynch's office in Providence is conducting a
probe on an accusation that UTGR Inc. engaged in "deceptive trade
practices" and "false advertising" by calling the Lincoln gambling
facility a "casino," following a complaint by the Narragansett
Indian tribe.
The Providence Journal relates that Narragansett Tribal Councilman
Randy R. Noka has accused UTGR of breaking state law by
"prominently advertising itself as a 'casino' in print and
electronic media." According to the report, said in a complaint
filed with the attorney general's office, "I write to you
cognizant and appreciative of the fact that the Narragansetts
receive a small percentage of VLT [video lottery terminal] revenue
from Twin River. However, what's fair is fair and the law is the
law."
The Providence Journal says that UTGR hasn't sought a
constitutional amendment to run as a casino.
The Providence Journal quoted Mr. Nokam as saying, "Frankly, I am
surprised and dismayed that neither Governor Carcieri, nor you
have acted to order Twin River to cease holding itself out as a
casino in Rhode Island. After all, the governor was vehemently
anti-casino when we were seeking one and often referred to casinos
as creating 'economic wastelands.' "
According to The Providence Journal, Twin River spokesperson
Patti Doyle said, "That rule does not apply to how you portray
yourself on your advertising and promotional material. We make a
legal distinction," and while under state law Twin River is not a
casino, from a marketing perspective, "we have every right to
characterize Twin River as we see fit."
Mr. Lynch said in a statement that his office will review the
Narragansett's complaint "in the same manner as other complaints
alleging deceptive trade practices, and we will determine the
appropriate response following that review . . . . Twin River's
pending bankruptcy case may affect that review, however, since
there is a federal court order staying any civil case against that
entity."
UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island. UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418). The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel. It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors. In its bankruptcy
petition, the Company estimated assets of less than $500 million
and debt exceeding $500 million.
VAREL FUNDING: Limited Liquidity Cues S&P to Junk Corp. Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Varel Funding Corp. to 'CCC+' from 'B-' as a
result of the company's limited liquidity as rig activity and
commodity prices remain depressed. The outlook is negative.
S&P also lowered the rating on the company's senior secured debt
to 'B-' from 'B' and kept the recovery rating at '2', indicating
substantial (70% to 90%) recovery in the event of a payment
default.
"The downgrade primarily reflects the company's limited
liquidity," said Standard & Poor's credit analyst Kenneth Cox,
"and S&P's concern that, in light of difficult credit markets, it
may not be able to replace the $20 million facility." Varel has
been unable to fully access or secure a replacement lender for its
$20 million revolving credit facility.
VELOCITY PORTFOLIO: Receives Non-Compliance Notice From NYSE Amex
-----------------------------------------------------------------
Velocity Portfolio Group, Inc., received notice from the Staff of
the NYSE Amex LLC indicating that the Company is not in compliance
with the Exchange's continued listing standards as set forth in
Sections 134 and 1101 of the Exchange's Company Guide. In such
notice, the Staff advised the Company that it was not in
compliance with the Exchange's continued listing standards as a
result of the Company being unable to timely file its quarterly
report on Form 10-Q for the period ended June 30, 2009.
The Company is afforded the opportunity to submit a plan of
compliance to the Exchange by September 8, 2009, that will bring
the Company back into compliance with the Exchange's continued
listing standards by November 24, 2009. If the Company does not
submit a plan or if the plan if not accepted by the AMEX, the
Company will be subject to delisting procedures as set forth in
Section 1010 and part 12 of the Exchange's Company Guide.
The Company's Common Stock continues to trade on the Exchange;
however, the Company will be included in a list of issuers that
are not in compliance with the Exchange's listing standards. The
Company will remain in this list until the Company has regained
compliance with all applicable continued listing standards.
About Velocity Portfolio Group
Velocity Portfolio Group, Inc. (NYSE Amex: PGV) --
http://www.velocitycollect.com/-- is a portfolio management
company that purchases unsecured consumer receivables in the
secondary market and seeks to collect those receivables through an
outsourced legal collection network. Its primary business is to
acquire credit-card receivable portfolios at significant discounts
to the total amounts owed by the debtors. It uses proprietary
valuation process to calculate the purchase price so that its
estimated cash flow from such portfolios offers it an adequate
return on investment after servicing expenses.
VERTRUE INC: S&P Cuts Ratings on First-Lien Facilities to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Vertrue Inc.'s first-lien credit facilities to '3', indicating
S&P's expectation of meaningful (50% to 70%) recovery in the event
of a payment default, from '2'. S&P lowered the issue-level
rating on this debt to 'B' (at the same level as the 'B' corporate
credit rating on the company) from 'B+', in accordance with S&P's
notching criteria for a '3' recovery rating. The recovery rating
revision reflects a change to S&P's estimated default EBITDA and
emergence valuation under S&P's simulated default scenario.
Although S&P's assumed distressed EBITDA multiple is unchanged at
5x, the change to S&P's default EBITDA assumption resulted in a
lower gross emergence enterprise value than in S&P's previous
analysis.
All other ratings on the company, including the 'B' corporate
credit rating, were affirmed. The rating outlook is negative.
"The 'B' rating on Norwalk, Connecticut-based Vertrue reflects the
company's limited business diversity, high debt leverage,
deteriorating earnings, aggressive covenant step-down schedule and
modest liquidity," said Standard & Poor's credit analyst Jeanne
Mathewson. "The company's good market position in niche consumer
discount membership programs and its good recurring revenue stream
from renewals do not offset these factors."
Lease-adjusted debt to EBITDA (including acquisition-related
contingent payments of $4.4 million and after management fees) was
high at around 5.3x at June 30, 2009, and unadjusted EBITDA to
interest was 2.1x. Debt reduction has been minimal since the
August 2007 LBO of the company, as discretionary cash flow has
been consumed by earn-out payments related to the Neverblue
acquisition.
VISTEON CORP: Proposes to Modify, Assume Jabil Contract
-------------------------------------------------------
Jabil Circuit, Inc., is in the business of fabricating and
assembling certain printed circuit board assemblies used by the
Debtors to manufacture certain electronic automotive assemblies.
Visteon, in turn, sells the Assemblies to Original Equipment
Manufacturers, including Ford Motor Company, Nissan Motor
Company, and Honda Motor Company.
Jabil and Visteon have a contractual agreement under which Jabil
supplies Visteon with a number of different parts that Jabil
specifically manufactures and custom makes to meet Visteon's and
the OEM's engineering specifications. The parties' contractual
relationship follows a standard method of contracting in the
automotive industry. Specifically, the Supply Agreement is
comprised of a series of purchase orders with terms governed by a
Master Services Agreement.
As of the Petition Date, releases and ship schedules issued under
the Supply Agreement were outstanding. Jabil was also obligated
to manufacture and supply Visteon with parts, and Visteon was
obligated to purchase those parts.
After the Petition Date, Visteon requested Jabil to continue to
turn over certain tooling under the parties' Transfer Plan.
Jabil claimed that it was not required to do so in the absence of
a formal agreement memorializing the Transfer Plan, and further
demanded that it be designated a "critical vendor."
Visteon and Jabil began discussing a modification to the Supply
Agreement. Visteon's primary goal was to formalize the Transfer
Plan in a manner satisfactory to both parties so that Visteon
could avoid potential harm to itself and its customers.
The negotiations recently culminated in the Debtors' and Jabil's
entry into an agreement that reflects certain adjustments to the
Supply Agreement. Under the Modified Supply Agreement, (1) Jabil
will transfer the Tooling and Equipment according to the Transfer
Plan, and it has already successfully transferred 19 of the 22
production lines to Visteon; (2) Visteon will assume the Supply
Agreement, as amended, so long as Jabil performs its obligations
under the Supply Agreement and Modification; (3) Visteon will pay
a certain portion of Jabil's prepetition claim; and (4) the
Supply Agreement and Modification will be terminated once all
obligations are completed.
By this motion, the Debtors ask the Court to:
(a) authorize the modification and assumption of the Supply
Agreement pursuant to Section 365 of the Bankruptcy Code;
(b) authorize them to pay Jabil the prepetition balance of
amounts owing to Jabil with respect to the Supply
Agreement; and
(c) approve the terms and conditions of the Modifications
entered into by and between Visteon and Jabil.
In addition, the Debtors seek the Court's authority to file under
seal the Supply Agreement and Modification pursuant to Section
107(b) of the Bankruptcy Code.
In a declaration filed with the Court, Christopher D. Scott,
senior director of Global Purchasing for Visteon Corporation,
disclosed that acquiring tooling from another source will cost
the Debtors' estates approximately $484,000, and the Debtors will
suffer approximately $3,200,000 in lost revenues while
establishing in-house production.
Moreover, Mr. Scott asserts, if the Debtors do not assume the
Jabil Supply Agreement, as amended, the OEMs that depend on a
timely, continuous supply of assemblies will inevitably re-source
production, given the significant harm the OEMs would suffer due
to Visteon's guaranteed and lengthy halt in production.
Obtaining Jabil's performance with respect to the transfer of the
Tooling with the coordination and precision in execution
contemplated by the Modification of the Supply Agreement is
essential to prevent the Debtors from incurring millions in lost
revenues caused by temporary delays in production, Mr. Scott
maintains.
About Visteon Corp.
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany. It has facilities in 27 countries and employs roughly
35,500 people. The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.
Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818). Judge Christopher S. Sontchi oversees the
Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel. The Debtors' investment banker and financial
advisor is Rothschild Inc. The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC. The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.
Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
VISTEON CORP: Wants Accretive as Accounting, Tax Consultant
-----------------------------------------------------------
Visteon Corp. and its affiliates seek the Bankruptcy Court's
authority to employ Accretive Solutions-Detroit, Inc., as their
accounting, tax and business consultant nunc pro tunc to
August 3, 2009.
Accretive has provided services to the Debtors since 2006,
primarily in connection with tax and tax accounting matters. As
a result, Accretive acquired knowledge of the Debtors and
familiarity with their businesses, including operations and
financial reporting systems and processes, says William G.
Quigley, III, chief financial and executive vice president of
Visteon Corporation.
Subject to the Court's approval, the Debtors contemplate that
Accretive will assist them with the preparation of their 2008
consolidated income tax return, 2008 state and local tax returns
and reporting for non-domestic operations. This process will
require analysis and review of financial accounting activity,
determination of required tax adjustments, preparation of all tax
return workpapers and use of CorpTax return preparation software
to complete returns for filing. Assistance with Debtors' 2009
FAS 109 "Accounting for Income Tax" process may also be
necessary.
As part of the bankruptcy process, the Debtors also see
significant effort needed in the processing of proofs of claim
and the claims reconciliation processes. Thus, the Debtors also
need the services of Accretive to:
(1) assist them in determining prepetition versus postpetition
transaction categorizations for proper presentation of
prepetition obligations;
(2) work in conjunction with their claims agent and bankruptcy
counsel to ensure that all filed claims are properly
recorded and itemized in the claims register;
(3) analyze all claims to ensure that they are filed
completely, accurately and in conformity with the
Bankruptcy Code;
(4) develop and maintain the Debtors' claims database to serve
as central reconciliation point between scheduled and
filed claims;
(5) reconcile all claims to the Debtors' records to ensure
accuracy of claims data, including:
-- validity of asserting party's relationship with
Debtors;
-- validity of asserted claim status; and
-- amount of claims matches scheduled amount.
(6) work with the Debtors' internal departments to resolve
reconciling differences;
(7) assist the Debtors in calculation of contract rejection
damages and allowable claims related to those rejections;
(8) establish internal approval protocols to permit
Accretive's team to negotiate tentative settlements with
disputed claims, subject to the approval of the Debtors'
management and bankruptcy counsel;
(9) communicate with creditors to obtain amended claims where
possible in accordance with negotiated settlements;
(10) coordinate with creditors to obtain amended claims where
possible in accordance with negotiated settlements;
(11) testify as needed in claims objection hearings to support
evidentiary material gathered in reconciliation process;
and
(12) maintain claims database through settlement process and
assist the Debtors in preparation of distributions to
creditors as authorized by the Bankruptcy Court.
The Debtors will pay for Accretive's services based on the firm's
current hourly rates:
Core Engagement
Staff Class Team Specialist
----------- --------------- ----------
Partner $250-$300 $275-$420
Managing Director/Director $140-$200 $150-$280
Sr Manager $120-$150 $130-$210
Manager $110-$140 $120-$200
Senior Associate $100-$120 $110-$170
Associate $55-$95 $60-$130
The Debtors relate that as of the Petition Date, they owe
Accretive $4,400. The Debtors tell the Court that Accretive
agrees to waive all rights and interests in any claim against the
Debtors in connection with that amount.
Rirchard Wallace, executive vice president of Accretive
Solutions-Direct, Inc., assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Visteon Corp.
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany. It has facilities in 27 countries and employs roughly
35,500 people. The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.
Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818). Judge Christopher S. Sontchi oversees the
Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel. The Debtors' investment banker and financial
advisor is Rothschild Inc. The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC. The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.
Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
VISTEON CORP: Wants December 24 Deadline to Remove Actions
----------------------------------------------------------
Section 1452 of Title 28 of the United States Code and Rule 9027
of the Federal Rules of Bankruptcy Procedure govern the removal
of civil actions that are, among other things, related to a case
pending under the Bankruptcy Code. Specifically, Section 1452(a)
provides that:
"A party may remove any claim or cause of action in a civil
action other than a proceeding before the United States Tax
Court or a civil action by a governmental unit to enforce
that governmental unit's police or regulatory power, to the
district court for the district where that civil action is
pending, if the district court has jurisdiction of that claim
or cause of action under Section 1334 of the Bankruptcy Code."
Rule 9027 of the Federal Rules of Bankruptcy Procedure sets forth
the time periods for filing notices to remove claims or causes of
action. Bankruptcy Rule 9027(a)(2) provides, in pertinent part:
"If the claim or cause of action in a civil action is pending
when a case under the Bankruptcy Code is commenced, a notice
of removal may be filed only within the longest of (A) 90 days
after the order for relief in the case under the Bankruptcy
Code, (B) 30 days after the entry of an order terminating
stay, if the claim or cause of action in a civil action has
been stayed under Section 362 of the Bankruptcy Code, or (C)
30 days after a trustee qualifies in a Chapter 11
reorganization case but not later than 180 days after the
order for relief."
Moreover, Rule 9006 of the Federal Rules of Bankruptcy Procedure
permits the Court to extend the period to remove actions provided
under Bankruptcy Rule 9027.
By this motion, the Debtors ask the Court to extend the period by
which they may remove civil actions pending in various state
forums by filing a notice of removal through December 24, 2009.
The Debtors maintain that they were party to over 200 actions as
of the Petition Date. The Debtors relate that as of August 24,
2009, they have not had an opportunity to conclusively identify
which Actions they will seek to remove and do not want to make
decisions hastily.
The Debtors tell the Court that together with their advisors,
they have productively focused on activities that are critically
important to their reorganization, including maintaining day-to-
day operations, stabilizing their supplier base, analyzing
executory contracts and leases for rejection, preparing their
schedules of assets and liabilities and statement of financial
affairs and negotiating debtor-in-possession financing with key
customers -- all amidst unprecedented downturn in the automotive
industry. Thus, the Debtors assert that they have not had
sufficient time to evaluate the relationship between the Actions
and other matters in connection with their Chapter 11 plan, the
claims allowance process, and the assumption or rejection of
executory contracts and unexpired leases.
The Debtors aver that the extension of their deadline to remove
Actions will facilitate their ability to reach informed decisions
concerning the removal of those Actions to ensure that their
rights are exercised in an appropriate manner.
The Court is set to consider the Debtors' request on September 9,
2009. Pursuant to Del.Bankr.LR 9006-2, the Debtors' deadline to
remove actions is automatically extended until the conclusion of
that hearing.
About Visteon Corp.
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany. It has facilities in 27 countries and employs roughly
35,500 people. The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.
Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818). Judge Christopher S. Sontchi oversees the
Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel. The Debtors' investment banker and financial
advisor is Rothschild Inc. The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC. The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.
Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
W.S.I. INDUSTRIAL: Case Summary 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: W.S.I. Industrial Services, Inc.
27980 Northline Road
Romulus, MI 48174
Bankruptcy Case No.: 09-67100
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Walter Shapero.Detroit
Debtor's Counsel: Kenneth A. Nathan, Esq.
260 Franklin Center
29100 Northwestern Hwy.
Southfield, MI 48034
Tel: (248) 351-0099
Email: knathanecf@nathanneuman.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb09-67100.pdf
The petition was signed by Philip V. Rye, president of the
Company.
WARNER MUSIC: Fitch Affirms Issuer Default Rating at 'BB-'
----------------------------------------------------------
Fitch Ratings has affirmed these Issuer Default Ratings and
outstanding debt ratings on Warner Music Group Corp. and its
subsidiaries:
Warner Music Group
-- IDR at 'BB-'.
WMG Acquisition Corp
-- IDR at 'BB-';
-- Senior secured at 'BB';
-- Subordinated at 'B+'.
WMG Holdings Corp
-- IDR at 'BB-';
-- Senior unsecured at 'B'.
The Rating Outlook is Stable.
In addition, the ratings on the company's Term Loans and Revolving
Credit Facilities have been withdrawn.
The ratings are supported by WMG's strong market share, global
footprint, and diversified and established content library.
Credit concerns include substantial challenges facing the recorded
music industry related to continued declines to its physical unit
sales. The Stable Outlook is supported by WMG's adequate
liquidity position, scaleable cost structure, and WMG's position
as one of the top global music publishing businesses.
The music industry continues to deal with declining physical sales
that have not been fully replaced by digital sales in most
markets. Year-to-date Aug. 16, 2009, album units including track-
equivalent album sales (giving 1/10th credit for digital singles)
have decreased 8.9% according to Nielsen SoundScan. Fitch
believes these decreases are predominantly the result of continued
piracy and copying, and proliferation of alternative entertainment
activities and products. Digital tracks and digital albums
combined now account for approximately 40% of total adjusted
albums. In addition, while both digital products continue to grow
(year-to-date up 12% and 18%, respectively, according to Nielsen)
it has been at a decelerating rate and still unable to offset the
impact from physical sale declines. While Fitch is cautiously
optimistic regarding the continued roll-out of cellular music
products including over-the-air downloads, Fitch expects a mid-to-
high single-digit negative trend on track-equivalent albums to
continue during this transition.
Specifically related to WMG, total revenue decreased 2% in the
most recent quarter on a constant-currency basis due to general
secular trends, as well as difficult international comps and
release schedules. Additionally, U.S. physical retailers continue
to manage down their physical inventory levels. While the
conservative inventory management by U.S. physical retailers has
essentially cycled through a material phase, Fitch expects
continued pressure in this area for the industry. Fitch believes
similar behavior by foreign physical retailers has also been
occurring over the last few years. Digital revenue for WMG
increased 11% from the prior year and 2% sequentially on a
constant currency basis. Digital revenue represented 23% of total
revenue for the most recent quarter for WMG.
Fitch currently estimates that nearly 50% of U.S. track-equivalent
album sales for the industry are from emerging platforms (iTunes,
Amazon physical, etc.) with the other 50% from platforms that will
be in permanent decline (physical retailers). This mix continues
to shift and the key for the music industry will be to continue to
manage their cost structure down with the transition to the
emerging platforms which should ultimately gain market share above
75% over the next few years. Given the company's variable cost
structure (royalties, physical distribution, etc.), Fitch expects
the company to be able to successfully handle this transition.
Fitch continues to believe WMG's push into 360-degree
relationships is prudent. As demonstrated over the last few
years, there does not appear to be material risk related to the
major labels pursuing high-priced established artists in these
agreements. Instead, Fitch expects WMG and the other labels to
continue to push these agreements with new artists and that the
recording industry will have significant leverage regarding deal
terms due to the oligopoly structure of the industry combined with
the virtually limitless supply of aspiring musicians. Further
upside to operations could be realized through radio royalty fees
that are currently being considered in Congress, as well as
progress related to the ISP's monitoring piracy.
As of June 30, 2009, WMG's gross leverage was approximately 4.6
times (x) and net leverage approximately 3.9x. Pro forma for the
recent bond offering, Fitch expects cash interest coverage to be
slightly below 3.0x. Including cash interest from the HoldCo
notes that become payable beginning in 2010 brings the cash
interest coverage ratio to just under 2.5x per Fitch's
calculations. Relative to the 'BB-' rating category, the
company's free cash flow-to-debt metrics are strong at
approximately 15%, due to limited capital expenditure
requirements. Fitch assesses the company's negative working
capital generally as a permanent position given the timing of
receivables versus the royalties paid to artists and Fitch's long-
term expectations for the industry. Including the company's
$700 million negative working capital deficit as debt still
results in free cash flow to debt above 10%.
Fitch assesses WMG's liquidity position based on the operating
entity, WMG Acquisition Corp. As such, liquidity is adequate and
comprises $247 million of cash as of June 30, 2009. The company
no longer has a credit revolver. The previous revolver went
unused for its entire existence. Liquidity is also supported by
ongoing free cash flow which Fitch estimates will be in excess of
$200 million per year. Pro forma for the recent bank amendment
and bond offering, the company's maturity schedule is manageable
with no maturities until 2014 when $876 million of subordinate
notes come due. Fitch believes these maturities could be handled
organically through cash on hand and expected free cash flow.
Remaining maturities consist of $1.1 billion of senior secured
notes due 2016.
WMG's release schedule for the remainder of fiscal 2009 includes
Madonna's greatest hits and Paramore, as well as some key Japanese
releases from artists that have been top sellers in the past.
WASHINGTON MUTUAL: Court OKs Savings Plan Settlement With JPM
-------------------------------------------------------------
Washington Mutual Inc. and its affiliates obtained approval of a
compromise and settlement they entered into with JPMorgan Chase
Bank, N.A., regarding the treatment of the WaMu Savings Plan.
Prior to the Petition Date, the Debtors and Washington Mutual
Bank provided their employees with certain benefits, including
the opportunity to participate into a Savings Plan. The WaMu-
sponsored The Savings Plan is a tax qualified plan under Section
401(a) of the Internal Revenue Code. The Savings Plan assets are
held in a trust administered by Fidelity Management Trust
Company. The Savings Plan is administered by a Plan
Administration Committee and a Plan Investment Committee.
Most of the employees covered by the Savings Plan were employees
of WMB or its subsidiaries, substantially all of whom transferred
employment to JPMorgan on September 25, 2008, and many of those
individuals remain employed by JP Morgan. Participants in the
Savings Plan contribute a percentage of their pre-tax income to
the Savings Plan and before the Petition Date, WMB would match a
portion of those contributions.
In March 2009, JPMorgan commenced an adversary proceeding against
the Debtors and the Federal Deposit Insurance Corporation,
alleging, among other things, that the Debtors have no real
economic interest in the Savings Plan and that the Plan is not
material to the Debtors' business or reorganization. JPMorgan
further claimed that it purchased all of the FDIC's interests, as
successor to WMB, in the Savings Plan.
The Debtors emphasize that the Savings Plan is property of their
estates, and was not purchased by JPMorgan under the Purchase
Agreement. The Debtors contend that if JPMorgan purchased the
Savings Plan, it also should be held responsible for claims and
litigation related to it.
To resolve their dispute, the Debtors and JPMorgan reached a
settlement, which essentially provides that:
(1) The Debtors will transfer sponsorship of the Savings Plan
to JPMorgan;
(2) The Debtors will adopt an amendment to the Savings Plan to
fully vest all participants who were actively employed
on or after January 1, 2008;
(3) JPMorgan will be responsible for correcting operational
and form defects, if any, in the administration of the
Savings Plan, including repaying to the Savings Plan all
amounts applied after September 25, 2008, from any
forfeitures that arose on or after January 1,2008, to
reduce JPMorgan's Savings Plan contributions or to pay
administrative expenses;
(4) JPMorgan will indemnify WMI with respect to certain
liabilities related to the Savings Plan; and
(5) The Debtors and JPMorgan will dismiss with prejudice their
Savings Plan claims and defenses related to the JPMorgan
Complaint.
The Parties' Settlement does not transfer liability to JPMorgan
for pending litigation related to the Savings Plan.
About Washington Mutual
Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries. The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.
Washington Mutual Bank was taken over September 25 by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns
100% of the equity in WMI Investment. Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695. WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.
Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).
WHITEHALL JEWELERS: Bids for IP Assets Due September 10
-------------------------------------------------------
Streambank, LLC, on September 1 announced that a bid deadline and
auction date have been finalized for the sale of intellectual
property assets of Whitehall Jewelers Holdings, Inc. Bids may be
entered until 4 p.m. EDT, Thursday, September 10. The auction
will commence Tuesday, September 15, at 10 a.m. EDT, at the office
of Proskauer Rose LLP in New York.
Qualified bidders may participate in the auction by phone.
Among the notable IP assets for sale are four trademarks, three
service marks and 15 foreign trade and service marks, including
Whitehall, Lundstrom and Marks Bros, as well as eight URLs. Also
available for purchase is Whitehall's proprietary Whitestar(TM)
cut of diamond.
"Whitehall Jewelers is nationally recognized, with a brand built
over more than a century of providing high-quality engagement and
wedding rings, as well as jewelry for other special occasions,"
said Gabe Fried, Managing Member and Founder, Streambank, LLC. "We
are optimistic about interest in these assets, particularly the
well-known Whitestar(TM) brand."
Also included in the sale is Whitehall's customer mailing list,
which is available to qualified bidders meeting certain Bankruptcy
Court imposed restrictions.
Whitehall was founded in 1895 under the name Marks Bros. Jewelers.
The national specialty retailer offered a selection of diamonds,
gold, precious and semi-precious jewelry and watches. At the time
of the bankruptcy filing, Whitehall reported it operated 373
stores in regional and super-regional malls in 39 states.
Chicago-based Whitehall filed voluntary Chapter 11 bankruptcy
petitions in June 2008. A court-ordered liquidation followed
unsuccessful attempts to sell the retail chain or obtain
additional financing. Streambank was retained in June to undertake
the marketing and sales efforts for Whitehall's intellectual asset
portfolio.
Interested parties may contact Streambank at 781.444.4940 to
receive a copy of the Asset Purchase Agreement and Bid Procedures,
or request additional information about the assets for sale.
About Streambank
Streambank -- http://www.streambankllc.com/-- is a financial
advisory firm, specializing in intellectual asset valuation and
disposition. The firm's experience spans a broad range of
industries including apparel, automotive, consumer products, food,
manufacturing, medical technologies, retail and textiles. Through
partnerships with brand consultancies, turnaround management
firms, attorneys, and finance professionals, Streambank provides
sound advice on value maximization strategies and liquidity
options. Streambank is headquartered in Needham, MA.
About Whitehall Jewelers
Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states. Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa. The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom. The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations). As of June 23, 2008, the Debtors
have about 2,852 workers.
The company and its affiliate, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261). James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts. The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent. The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors. Moses & Singer LLP and Bayard, P.A., represent the
Committee.
WIDEOPENWEST FINANCE: Moody's Upgrades Corp. Family Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service upgraded WideOpenWest Finance, LLC's
Corporate Family Rating and Probability of Default Rating to B2
from B3. Additionally, Moody's upgraded WOW's $1.075 billion of
first lien senior secured bank credit facilities ($100 million
revolving credit facility due June 2013, $975 million term loan
facility due June 2014) to B1 from B2, and its $235 second lien
senior secured term loan facility due 2015 to Caa1 from Caa2. The
rating outlook is stable.
Moody's has taken these rating actions:
Issuer: WideOpenWest Finance, LLC
* Corporate Family Rating -- upgraded to B2 from B3
* Probability of Default Rating -- upgraded to B2 from B3
* Senior Secured Revolving Credit Facility due 2013 -- upgraded to
B1 (LGD 3, 40%) from B2 (LGD 3, 40%)
* Senior Secured First Lien Term Loan due 2014 -- upgraded to B1
(LGD 3, 40%) from B2 (LGD 3, 40%)
* Senior Secured Second Lien Term Loan due 2015 -- upgraded to
Caa1 (LGD 6, 90%) from Caa2 (LGD 6, 91%)
* Rating Outlook -- Stable
"The upgrades reflect steady improvement in WideOpenWest's key
credit metrics, which Moody's expect to continue strengthening
over the forward rating horizon," noted Moody's Senior Vice
President Russell Solomon. Moody's expects subscriber growth and
increased penetration levels of video, data and telephony services
will yield mid-single digit revenue growth, higher EBITDA levels
and lower leverage over the intermediate term, with financial
leverage expected to decline further from about 6.6x
(incorporating Moody's standard adjustments) at June 30, 2009, to
less than 6.0x by the end of fiscal year 2010. Moody's also
anticipates that the company will notably begin to generate
positive free cash flow in fiscal 2009, primarily as a result of a
significant reduction in capital expenditures but also due to the
aforementioned increases in EBITDA levels due to ongoing margin
improvement and top-line revenue growth. Free cash flow
generation will likely exceed $40 million in 2009 assuming the
company continues to PIK interest on its second lien credit
facility. Given several years of cash shortfalls, the company's
modest cash balance (approximately $16 million as of June 30,
2009) and only limited availability under its revolving credit
facility (approximately $25 million as of June 30, 2009), the
transition to positive and growing free cash flow generation
somewhat alleviates Moody's former concerns regarding WOW's
liquidity profile.
WOW's ratings continue to broadly reflect the company's relatively
small size, high financial leverage and competition from much
larger cable operators and direct broadcast satellite service
providers that are generally more (and often much more)
creditworthy and subsequently have better access to financial
capital and other operational resources. The company's ratings
also continue to be somewhat constrained by the risks inherent to
its business model as an overbuilder, although over time this risk
will continue to be partially mitigated if further share and
penetration gains are realized. The ratings are supported by the
improving financial profile, nonetheless, and reasonably good
underlying value ascribed to the company's assets, which remain
levered but poised to continue growing as further penetration
gains and margin improvements are realized.
Moody's last rating action for WOW was on September 16, 2008, when
Moody's affirmed the company's B3 CFR and PDR.
Headquartered in Englewood, Colorado, WideOpenWest Finance, LLC,
is a competitive broadband provider offering cable TV, high speed
Internet services and telephony. The company had approximately
431,000 basic video subscribers as of June 30, 2009, across
markets in portions of Michigan, Illinois, Ohio, and Indiana. WOW
generated $557 million in revenue for twelve month period ended
June 30, 2009.
WORLDSPACE INC: DIP Lenders Terminate Yenura Deal Amid Default
--------------------------------------------------------------
WorldSpace, Inc., last week said the asset purchase agreement
providing for the sale of substantially all of its assets to
Yenura Pte. Ltd. had been terminated by WorldSpace's DIP lenders.
The DIP Lenders exercised their right to terminate the Yenura
purchase agreement after Yenura had defaulted in the payment of
certain amounts payable thereunder and had failed to remedy such
defaults within applicable cure periods.
WorldSpace is in discussions with its creditor constituents
regarding, and is reviewing, its strategic alternatives in light
of the notification of the Yenura purchase agreement termination.
As reported by the Troubled Company Reporter on August 26, 2009,
Bill Rochelle at Bloomberg News said the U.S. Bankruptcy Court for
the District of Delaware granted Worldspace an October 31
extension of its exclusive period to file a Chapter 11 plan.
According to the report, no objections were raised to the
requested extension.
The Bankruptcy Court in March authorized a sale of the business
for $28 million in cash to Yenura Pte, a company controlled by
WorldSpace's Chief Executive Noah Samara. There were no other
bidders at auction, Mr. Rochelle said. The sale hasn't been
completed while regulatory approvals are being sought, Mr.
Rochelle said.
WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa. 1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems. 1worldspace(TM) is a pioneer of
satellite-based digital radio services.
The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia. The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414). James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.
The U.S. Trustee for Region 3 appointed creditors to serve on an
official committee of unsecured creditors. Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf, represent the Committee as counsel. When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.
ZUMA REAL ESTATE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Zuma Real Estate Services, Inc.
19732 Mac Arthur Blvd #125
Irvine, CA 92612
Bankruptcy Case No.: 09-19191
Chapter 11 Petition Date: August 31, 2009
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Robert N. Kwan
Debtor's Counsel: Philip A. Levy, Esq.
Law Office of Philip A. Levy
32 Tall Hedge
Irvine, CA 92603
Tel: (949) 861-4114
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of at least
$2,700,000, and total debts of $2,347,000.
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by Leon Satero, president of the Company.
* Cadwalader Promotes Five Attorneys as Special Counsel
-------------------------------------------------------
Cadwalader, Wickersham & Taft LLP said five attorneys have been
promoted to Special Counsel.
"Each of these talented lawyers has demonstrated outstanding legal
skills managing complex matters for our clients, and made valuable
contributions to the firm's continued growth and development in a
variety of other ways, including pro bono, recruiting, marketing
and diversity efforts. We are happy to recognize their
accomplishments and contributions by promoting them to Special
Counsel and congratulate them on their achievements," stated
Christopher White, Cadwalader's Chairman.
The attorneys are:
Andrew Forman, a member of the Antitrust Group resident in
Washington, D.C., counsels clients in a wide-range of antitrust
matters, including in connection with mergers and acquisitions,
joint ventures, investigations by the U.S. Department of Justice
and the Federal Trade Commission, and private antitrust
litigation. Mr. Forman, a former attorney at the Federal Trade
Commission and judicial law clerk at the D.C. Court of Appeals,
received his J.D., cum laude, from Georgetown University and his
undergraduate degree, with honors, from Washington University in
St. Louis.
Shelly L. Goldklang is a member of the Business Fraud and Complex
Litigation Group who advises clients on a wide variety of white
collar criminal and regulatory matters, including issues involving
the Foreign Corrupt Practices Act, money laundering, and criminal
tax. Prior to joining Cadwalader, Ms. Goldklang was a federal
prosecutor with the United States Department of Justice's Tax
Division, Criminal Enforcement Section, where she also spent six
months detailed to the United States Attorney's Office for the
District of Columbia. Resident in the Washington, D.C. office, Ms.
Goldklang received her undergraduate degree, cum laude, from the
University of Pennsylvania, and her J.D., magna cum laude, from
the University of Miami School of Law.
Douglas Mintz has experience in all aspects of bankruptcy and
restructuring, representing secured lenders, debtors, and official
and ad hoc creditors' committees. Mr. Mintz also has extensive
experience with DIP financing and asset sales. He received his
B.A., magna cum laude, from the University of Maryland, and his
J.D. from the University of Virginia School of Law. A member of
the Financial Restructuring Department, resident in the
Washington, D.C. office, he also serves as Managing Editor of
Cadwalader's Restructuring Review.
Robert Pollaro, a New York-based litigator in the Intellectual
Property Group, handles patent litigation in all areas of
technology, including consumer electronics, computer
hardware/software and telecommunications. He also advises clients
on intellectual property matters relating to licensing, mergers
and acquisitions, joint ventures, and appeals. He received his
J.D. from Seton Hall University School of Law and a B.S. in Civil
Engineering from the University of Cincinnati. Before graduating
from law school, Mr. Pollaro was a structural engineer for Dames &
Moore.
Jeffrey Robins represents broker-dealers, securities exchanges,
industry associations and hedge funds in regulatory and
transactional matters. His regulatory practice is concentrated in
the area of securities regulation of broker-dealers and the
structuring of financing and derivatives transactions for multi-
entity financial organizations subject to a variety of regulatory
regimes, while his transactional work focuses on prime-brokerage
and over-the-counter derivatives. A member of the Financial
Services Department, resident in New York, he received his J.D.
from Harvard Law School, magna cum laude, and both an M.A. in
Russian and East European Studies and a B.A., with distinction, in
Political Science from Stanford. Mr. Robins served as a clerk for
the Honorable Cynthia Holcomb Hall of the United States Court of
Appeals for the Ninth Circuit.
About Cadwalader
Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--
established in 1792, is one of the world's leading international
law firms, with offices in New York, London, Charlotte, Washington
and Beijing. Cadwalader serves a diverse client base, including
many of the world's top financial institutions, undertaking
business in more than 50 countries in six continents. The firm
offers legal expertise in antitrust, banking, business fraud,
corporate finance, corporate governance, environmental, financial
restructuring, healthcare, insurance, intellectual property,
litigation, mergers and acquisitions, private client, private
equity, real estate, regulation, securitization, structured
finance, and tax.
* PBGC Publishes Pension Insurance Data Book 2008
-------------------------------------------------
The Pension Benefit Guaranty Corporation has released the Pension
Insurance Data Book 2008, which offers information on statistical
trends related to defined benefit retirement plans in the private
sector.
The 2008 Data Book features two new tables with historical
information on single-employer frozen pension plans. Table S-36
details the number of PBGC-insured hard-frozen plans by size.
Table S-37 shows the number of workers and retirees who
participate in those plans. For 2006, the most recent data
available, out of about 34 million insured participants, 2.8
million were in hard-frozen pension plans. Additionally, out of
nearly 29,000 plans, 4,851 were hard-frozen. Information on hard-
frozen plans is taken from the IRS Form 5500, the annual report
filed by sponsors of defined benefit and other pension and welfare
plans.
When a plan has been hard-frozen, employees will receive the
benefits they have earned, but no new benefits will be earned
after the date that the plan has been frozen. Under this
scenario, an employee who has spent 20 years at a company and
intends to stay for another five years until retirement will not
receive additional pension benefits for future work. New
employees are not allowed to participate in the pension plan.
The Data Book provides researchers, journalists and others
interested in the federal pension insurance program easily
accessible, detailed statistics for PBGC's two separate programs
covering single-employer and multiemployer plans. For both of
PBGC's insurance programs, the book includes graphs and tables on
the financial condition of the program, numbers of people and
plans protected by the program, the people receiving or eligible
to receive benefits from PBGC and the benefits paid to them,
claims against the program, and other vital statistics.
The Data Book is available on PBGC's Web site at
http://www.pbgc.gov/docs/2008databook.pdf
Single copies of the publication may be obtained by writing to:
PBGC Data Book, Room 12108, 1200 K Street NW, Washington, DC
20005-4026. Requests also may be submitted by FAX to (202) 326-
4344. Email: Publications@PBGC.GOV
The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in more than 29,000 private-
sector defined benefit pension plans. The agency receives no
funds from general tax revenues. Operations are financed largely
by insurance premiums paid by companies that sponsor pension plans
and by PBGC's investment returns.
* SEC Regional Director Addleman Heads to Haynes and Boone
----------------------------------------------------------
Katherine "Kit" Addleman, the Atlanta regional director of the
Securities and Exchange Commission who has spent the last 20 years
overseeing some of the government's highest profile enforcement
cases, will become partner in the Haynes and Boone, LLP Dallas
office in late October.
"Kit has proven herself to be a terrific lawyer who has played a
major role in significant SEC efforts to protect investors," said
Terry Conner, Haynes and Boone managing partner. "Her background
will be an invaluable asset for the firm and our clients. We are
privileged to have her as our partner."
Ron Breaux, head of the Haynes and Boone Specialized Litigation
practice, said the timing of Ms. Addleman's arrival could not be
better. "Given what's happening in the SEC and the current
environment of increased enforcement, an ever-expanding list of
clients find themselves the subject of SEC enforcement
investigations," Mr. Breaux said. "Kit will bring her wealth of
knowledge and experience to the firm to serve this growing
practice."
Ms. Addleman served in four SEC regional offices during her
government tenure. In her last post as Atlanta regional director,
Ms. Addleman oversaw all aspects of the Atlanta office's
operations, including its enforcement, examination, litigation and
bankruptcy reorganization programs.
Cases brought under Ms. Addleman's leadership included accounting
fraud and financial disclosure violations by public companies and
their officers and directors as well as audit failures by
accounting firms and individuals. Additionally, she directed
investigations and litigation involving insider trading by
corporate insiders and securities market participants; fraud and
compliance violations by investment advisers; and fraud, books and
records, and supervision violations by broker-dealers and
representatives. Ms. Addleman was also responsible for numerous
matters involving market manipulation, offering fraud, and Ponzi
schemes, which often involved emergency actions for temporary
restraining orders, asset freezes and expedited hearings.
During Ms. Addleman's tenure, the Atlanta office also conducted
hundreds of routine, cause and sweep examinations of broker-
dealers, investment advisers and mutual fund firms in the region,
which led to the detection and correction of compliance
violations. It also led significant risk-targeted examinations to
assess potential industry trends and problems and piloted new exam
techniques.
Ms. Addleman's legal career began in 1986 as an enforcement staff
attorney and special counsel in the SEC's office in Philadelphia.
She spent seven years as assistant regional director for
enforcement in the commission's Denver office, then became
associate regional director for enforcement in the Atlanta office
from 2005 to 2006, and the Fort Worth office from 2006 to 2007.
Ms. Addleman was named regional director of the Atlanta office in
June 2007.
Ms. Addleman received her BA degree from Wake Forest University in
1983 and her JD from Oklahoma City University Law School in 1986.
Haynes and Boone, LLP -- http://www.haynesboone.com/-- is an
international corporate law firm with offices in Texas, New York,
California, Washington, D.C., Mexico City and Moscow, providing a
full spectrum of legal services. With more than 500 attorneys,
Haynes and Boone is ranked among the largest law firms in the
nation by The National Law Journal. The firm has been recognized
as one of the "Best Corporate Law Firms in America" (Corporate
Board Member Magazine, 2001-2009), as one of "The Best 20 Law
Firms to Work For" (Vault.com, 2009), and as a Top 100 law firm
for both diversity (MultiCultural Law Magazine, 2009) and women
(Women 3.0, 2008).
* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Sept. 10-11, 2009
AMERICAN BANKRUPTCY INSTITUTE
Complex Financial Restructuring Program
Hyatt Regency Lake Tahoe, Incline Village, Nevada
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. 2, 2009
AMERICAN BANKRUPTCY INSTITUTE
ABI/GULC "Views from the Bench"
Georgetown University Law Center, Washington, D.C.
Contact: http://www.abiworld.org/
Oct. 7-9, 2009
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
JW Marriott Desert Ridge, Phoenix, Arizona
Contact: 312-578-6900; http://www.turnaround.org/
Oct. 20, 2009
AMERICAN BANKRUPTCY INSTITUTE
NCBJ/ABI Educational Program
Paris Las Vegas, Las Vegas, Nev.
Contact: http://www.abiworld.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/
Feb. 21-23, 2010
INSOL
International Annual Regional Conference
Madinat Jumeirah, Dubai, UAE
Contact: 44-0-20-7929-6679 or http://www.insol.org/
Apr. 29-May 2, 2010
AMERICAN BANKRUPTCY INSTITUTE
Annual Spring Meeting
Gaylord National Resort & Convention Center, Maryland
Contact: 1-703-739-0800; http://www.abiworld.org/
June 17-20, 2010
AMERICAN BANKRUPTCY INSTITUTE
Central States Bankruptcy Workshop
Grand Traverse Resort and Spa, Traverse City, Michigan
Contact: 1-703-739-0800; http://www.abiworld.org/
July 7-10, 2010
AMERICAN BANKRUPTCY INSTITUTE
Northeast Bankruptcy Conference
Ocean Edge Resort, Brewster, Massachusetts
Contact: 1-703-739-0800; http://www.abiworld.org/
July 14-17, 2010
AMERICAN BANKRUPTCY INSTITUTE
Southeast Bankruptcy Conference
The Ritz-Carlton Amelia Island, Amelia, Fla.
Contact: http://www.abiworld.org/
Aug. 5-7, 2010
AMERICAN BANKRUPTCY INSTITUTE
Mid-Atlantic Bankruptcy Workshop
Hyatt Regency Chesapeake Bay, Cambridge, Maryland
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 6-8, 2010
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
JW Marriott Grande Lakes, Orlando, Florida
Contact: http://www.turnaround.org/
Dec. 2-4, 2010
AMERICAN BANKRUPTCY INSTITUTE
22nd Annual Winter Leadership Conference
Camelback Inn, Scottsdale, Arizona
Contact: 1-703-739-0800; http://www.abiworld.org/
Mar. 31-Apr. 3, 2011
AMERICAN BANKRUPTCY INSTITUTE
Annual Spring Meeting
Gaylord National Resort & Convention Center, Maryland
Contact: 1-703-739-0800; http://www.abiworld.org/
June 9-12, 2011
AMERICAN BANKRUPTCY INSTITUTE
Central States Bankruptcy Workshop
Grand Traverse Resort and Spa
Traverse City, Michigan
Contact: http://www.abiworld.org/
Dec. 1-3, 2011
AMERICAN BANKRUPTCY INSTITUTE
23rd Annual Winter Leadership Conference
La Quinta Resort & Spa, La Quinta, California
Contact: 1-703-739-0800; http://www.abiworld.org/
The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via
e-mail to conferences@bankrupt.com are encouraged.
Last Updated: August 10, 2009
*********
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.
The Sunday TCR delivers securitization rating news from the week
then-ending.
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. Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2009. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $775 for 6 months delivered via e-
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*** End of Transmission **