/raid1/www/Hosts/bankrupt/TCR_Public/091014.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, October 14, 2009, Vol. 13, No. 284
Headlines
212136 LLC: Case Summary & 2 Largest Unsecured Creditors
2867 SUNSET PLACE LLC: Case Summary & 5 Largest Unsec. Creditors
ABITIBIBOWATER INC: To Sell Alabama Plant for $2.4 Million
ACCURIDE CORP: Section 341(a) Meeting Set For November 9
ACCURIDE CORP: Wants Court to Set Deadline for Claim Filing
ACCURIDE CORP: Selects Garden City as Claims Agent
ACCURIDE CORP: Taps Zolfo Cooper as Restructuring Consultant
ADVANSTAR INC: S&P Raises Corporate Credit Rating to 'CCC+'
AFFINITY GROUP: Institutional Lenders Move Payment Date to Oct. 16
ALERIS INT'L: Has Revised Equipment Sale Deal with Moreno
ALERIS INT'L: Proposes to Settle Environmental Regulatory Action
ALERIS INT'L: To Seal Employee Claims in Settlement Reports
AMERICAN NURSING: Files for Chapter 7 Liquidation
APACHE LAND: Failure to File Info Cues Dismissal of Ch. 11 Case
ARCLIN US: Committee Says Company is Worth Full Payment
ASARCO LLC: Buyer to Be Confirmed at Oct. 19 Hearing
ASPEN LAND: U.S. Trustee Sets Meeting of Creditors for October 27
AVIS BUDGET: S&P Raises Corporate Credit Rating to 'B-' From CCC+
AVIZA TECHNOLOGY: Court Extends Plan Filing Period Until January 7
B-PVL1 LLC: Voluntary Chapter 11 Case Summary
BANK OF AMERICA: Scrambles to Modify Loans Ahead of Deadline
BASHAS' INC: Cuts Benefits to Part-Time Workers
BEARINGPOINT INC: Wants Nov. 3 Disclosure Statement Approval
BELLA SPOSA LLC: Case Summary & 4 Largest Unsecured Creditors
BLOSSOM VALLEY: Proposes to Hire Mintz Levin as Bankruptcy Counsel
BLOSSOM VALLEY: Files Schedules of Assets and Liabilities
BRITISH AMERICAN: Files Chapter 15 After Bankruptcy in Bahamas
BRITISH AMERICAN: Voluntary Chapter 15 Case Summary
CANWEST GLOBAL: FTI Consulting Appointed as CCAA Monitor
CANWEST GLOBAL: Monitor Asks U.S. Court to Recognize CCAA Cases
CANWEST GLOBAL: TSX Reviews Continued Listing of Shares
CAPITAL TITLE GROUP: Case Summary & 7 Largest Unsecured Creditors
CAPMARK FINANCIAL: May File for Bankruptcy Next Week
CARITAS HEALTH: Court Extends Plan Filing Period to February 1
CHAPARRAL ENERGY: John Catsimatidis to Acquire Assets for $1.6BB
CHARTER COMMS: Needs to Have Plan Declared Effective Today
CHARTER COMMS: Parties Object to Cure to Pole Attachment Deals
CHRYSLER LLC: Offers Early Payment in Return for Tax Cuts
CIT GROUP: CEO Jeffrey Peek to Leave Post by End of Year
CITIGROUP INC: Reports 3% Equity Stake in Bell Microproducts
CJSC AUTOMATED: Voluntary Chapter 15 Case Summary
CLOROX CO: NBIM Seeks Appointment of Independent Chairman
COLONIAL BANCGROUP: Bofa Appeals Fdic & Taylor Loan Deal
COOPER-STANDARD: 11 Units' Schedules and Statements
COOPER-STANDARD: Holdings' Schedules of Assets and Liabilities
COOPER-STANDARD: Holdings' Statement of Financial Affairs
COOPER-STANDARD: Moody's Puts Ba2 Rating on $175MM DIP Loan
CRUSADER ENERGY: Resale to Gunn Set for Nov. 10 Approval
DELTA PETROLEUM: BlackRock Reports 0.73% Equity Stake
DELTA PETROLEUM: Michael Steinberg Reports 5.18% Equity Stake
DOBOS 2720 BUILDING: Voluntary Chapter 11 Case Summary
DOLLAR THRIFTY: Provides Update on Fleet Diversification and Cost
DOMINO'S PIZZA: Posts $17.8 Mil. Net Income for Sept. 6 Quarter
EAGLE PUBLICATIONS: Resumes Publication Following Emergence
ECLIPSE AVIATION: Wants to Skip Payment of Rent to Albuquerque
EDGE PETROLEUM: Court OKs PGP Gas-Led Auction for Assets
EDGE PETROLEUM: Names Parkman Whaling as Financial Advisor
EDGE PETROLEUM: Taps Jordan Hyden as Local Counsel
EMMIS COMMUNICATIONS: Swings to $132MM Net Loss for Aug. 31 Qtr
ENRON CORP: Fired Workers Have Another $23 Million Payday
EPIXTAR CORP: Audit Malpractice Claim Is a Core Proceeding
ESCALON MEDICAL: Has Going Concern Qualification
EVANS INDUSTRIES: Adams & Reese Loses Bid to Speed Hearing
FILENE'S BASEMENT: U.S. Trustee Balks at Filene's Basement Deal
FLYING J: Enters Into Preliminary Merger Pact With Pilot Travel
FORD MOTOR: Sees Record Third Quarter Sales in China
FORD MOTOR: Reaches Tentative Accord with UAW
FORD MOTOR: UAW Members Want New Work in Return for New Pact
FORUM HEALTH: Former CEO to Return as Consultant
FRED LEIGHTON: Plan Settles Merrill, Family Claims
FREEDOM COMMS: PBGC Can't Share Info to Other Agencies
FREEDOM COMMS: Creditors Try to Block Investment Banker Houlihan
FREMONT GENERAL: Creditors Shun Tardy Disclosure Qualms
GENERAL MOTORS: Detroit Diesel Stay Plea Faces Objections
GENERAL MOTORS: Group Wants Reversal of GM's Dealer Cuts
GENERAL MOTORS: Insolvency Case Commenced for Nova Scotia Unit
GENERAL MOTORS: JCI Withdraws Arbitration Request for $103MM Claim
GENERAL MOTORS: L. Washington Demands Payment of Disallowed Claim
GENERAL MOTORS: Places REALM and ENCORE Units in Chapter 11
GENERAL MOTORS: May Sign on Opel Deal With Magna This Week
GLOBAL SAFETY: Plan Confirmation Hearing on November 16
GMAC INC: 2nd Circuit Rules on 'Negative Equity' on Auto Loans
HD SUPPLY: Moody's Junks Probability of Default Ratings From 'B3'
HEALTHSOUTH CORP: Seeks Amendment and Extension of Term Loan
HISTORIC US NATIONAL: Files Ch. 11 to Fend Off Foreclosure
HOTEL FURNITURE: Case Summary & 20 Largest Unsecured Creditors
HUNTER FAN: S&P Downgrades Corporate Credit Rating to 'B-'
JAMIE VERGARA: Reorganization Case Converted to a Chapter 7
JEFFREY OWEN: Case Summary & 7 Largest Unsecured Creditors
JOHN KARDUM: U.S. Trustee Sets Meeting of Creditors for November 9
JOHN STOKES: Case Converted to Ch. 7 Due to Non-Payment of Taxes
JOHNSON BROADCASTING: Plan Filing Period Moved to Nov. 30
JSA ARCHITECTURE: Voluntary Chapter 11 Case Summary
KIDDIELAND AMUSEMENT: Closes Amusement Park, Rides Put on Sale
KIEBLER SLIPPERY: Martik Wants Appointment of Chapter 11 Trustee
KIEBLER SLIPPERY: Has Until Oct. 30 to File Schedules & Statement
KIEBLER SLIPPERY: Section 341(a) Meeting Scheduled for November 3
KIEBLER SLIPPERY: U.S. Trustee Appoints 3-Member Creditors Panel
LANDAMERICA FIN'L: Controller Insists Stay Relief Warranted
LANDAMERICA FIN'L: LES Committee Supports Amended Plan
LANDAMERICA FIN'L: LFG Committee Says Issues Remain Unresolved
LEAP WIRELESS: Goldman Sachs Reports 16.6% Equity Stake
LEAR CORP: Lease Decision Deadline Extended to Feb. 2
LEAR CORP: Proposes Deal With Arrangers of Exit Facility
LEAR CORP: Wins Nod to Tap Spencer for New Directors' Search
LEHMAN BROTHERS: Parties Want Lehman-Barclays Papers Unsealed
LEVEL 3: Loomis Sayles Reports 11.22% Equity Stake
MAGNA ENTERTAINMENT: To Sell Pimlico, Santa Anita in Early 2010
MELANI SCHULTE: Case Summary & 20 Largest Unsecured Creditors
MERISANT WORLDWIDE: Lenders Object Plan, Newport Deal
MGM MIRAGE: Haig Resigns From Board of Directors
MORGAN HILLS LLC: Case Summary & 9 Largest Unsecured Creditors
NATIONAL RETAIL: S&P Affirms Preferred Stock Ratings at 'BB'
NOVA CHEMICALS: Fitch Assigns 'B+/RR4' Rating on $700 Mil. Notes
OOLTEWAH PROVIDENCE: Case Summary & 8 Largest Unsecured Creditors
ORLEANS HOMEBUILDERS: Sees 43.3% Slide in FY2009 Revenues
PALMDALE HILLS: Lehman Gets Greenlight to Submit SunCal Plan
PARK PLACE AT METRO: Case Summary & 2 Largest Unsecured Creditors
PHILADELPHIA NEWSPAPERS: Lenders Consent to Bankruptcy Extension
PILGRIM'S PRIDE: JBS SA to Receive $50MM Break-Up Fee if Outbid
PJJ MANAGEMENT CORPORATION: Voluntary Chapter 11 Case Summary
PNG VENTURES: U.S. Trustee Appoints 3-Member Creditors Committee
PROTOSTAR LTD: Moves Auction Back 15 Days to Oct. 29
READER'S DIGEST: Files Details of Chapter 11 Plan
RICK ROSE: Stephen Hirtz Withdraws $705,000 Offer for Mansion
ROBERT MIELL: Reorganization Case Converted to Ch. 7 Liquidation
S-TRAN HOLDINGS: L/C Proceeds Paid to Insurer Not Estate Property
SAIL CITY APPAREL: Canterbury U.S. Affiliate Files Ch. 15
SANTA FE HOLDING: Closes Gadsden Restaurant
SARATOGA COUNTRY: Files for Chapter 11 Bankruptcy Protection
SHENANDOAH INVESTMENT: Files for Chapter 11 Bankruptcy Protection
SIMMONS COMPANY: Formally Solicits Votes for Pre-Pack Plan
SIX FLAGS: Has Green Light to End Lease for New Orleans Park
SMURFIT-STONE: Monitor Also Opposes Finance II Transfer
SMURFIT-STONE: Improves Productivity and Performance
SMURFIT-STONE: Reduces Costs for Growers and Grocers
SNMKMA CORPORATION: Voluntary Chapter 11 Case Summary
SOPHOI INC: Oracle Acquires Media IP Management Software
SOUTHEAST WAFFLES: Court Confirms Bankruptcy Exit Plan
SP ACQUISITION: Announces Liquidation and Dissolution
SPANSION INC: To Slash President and CEO's Base Salary by 10%
STANDARD PACIFIC: Discloses Results of Cash Tender Offers
STANFORD FINANCIAL: SEC Fights Receiver's Bid to Revive Suits
STARTRANS INC: Files for Chapter 11 to Sell to Trimac
STEWART INFORMATION: Fitch Assigns 'BB+' Rating on $60 Mil. Debt
STOCK BUILDING: Brent Johnson Reopens Home Lumber Store
TARRAGON CORP: Court Extends Solicitation Period Until October 22
TAVERN ON THE GREEN: Sues New York to Delay Eviction
TAYLOR BEAN: BofA Appeals Approval of FDIC Loan Deal
TRIBUNE CO: Cubs Win Court Approval of Sale to Ricketts Family
TRONOX INC: Bankruptcy Caused by Anadarko/Kerr-McGee "Misconduct"
TRONOX INC: Huntsman-Led Auction for Key Assets in December
TRONOX INC: Proposes Severance Program for Savannah Union
TRUE TEMPER: Court to Confirm Chapter 11 Plan on November 18
TRUE TEMPER: Wants to Access $10-Mil. of DIP Loans from GE Capital
TRUE TEMPER: Missed Payment Cues S&P to Downgrade Rating to 'D'
TRUE TEMPER: Moody's Cuts Probability of Default Rating to 'D'
U.S. DEVELOPMENT LAND: Files Chapter 11 in Phoenix
U.S. OIL RECOVERY: Case Summary & 20 Largest Unsecured Creditors
US AIRWAYS: America West Credit Card Pact With Barclays Amended
US AIRWAYS: Enters Into Underwriting Agreement with Citigroup
US AIRWAYS: Updates Financial & Operational Outlook for 2009
UTGR INC: Withdraws Executive Bonus Request
VIKING DRILLING: Files Plan to Avert Chapter 7 Conversion
VISTEON CORP: Gets Court Nod to Pay $38MM Capital to Foreign Units
VISTEON CORP: Wins Nod of Settlement With Carbone Entities
VISTEON CORP: Term Lenders Agent Want Probe Limited to ABL Lenders
W R GRACE: FCR Proposes Lincoln as Financial Advisor
W R GRACE: No Objections to Aetna Settlement Agreement
W R GRACE: Two Deals Settling Asbestos Property Damage Claims
WESTMORELAND COAL: Obtains Covenant Waiver from PNC, Noteholders
WINN-DIXIE: Dist. Ct. Rejects Lessor's Amended Claims
WYNN RESORTS: Fitch Gives Positive Outlook; Affirms 'B+' Rating
WYNN RESORTS: S&P Assigns 'BB+' Rating on $500 Mil. 2017 Notes
YOUNG BROADCASTING: Capital Files Schedules of Assets & Debts
YOUNG BROADCASTING: Unsec. Creditors File Competing Plan
YRC WORLDWIDE: Reports Management Shake-Up; Wicks Takes COO Role
* Bankruptcy Filings in Utah Up 62% in 2009
* Hotel Term Defaults Push US CMBS Delinquencies 54 bps Higher
* Occupancy in Hawaiian Hotels Drop, Mortgage Debts Rise
* Edward Cerasia Joins Seyfarth Shaw as Partner
* Epiq Systems Launches IQ Review(TM)
* Prommis Solutions Performs Full-Service Loss Mitigation
* Spectrum Gaming to Host Call on Status of Industry on Oct. 15
* Thompson & Knight Guided Baseline Oil Through Chapter 11 Process
* Upcoming Meetings, Conferences and Seminars
*********
212136 LLC: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 212136, LLC
18520 NW 67th Ave #248
Miami Lakes, FL 33015
Bankruptcy Case No.: 09-31921
Chapter 11 Petition Date: October 12, 2009
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Robert A. Mark
Debtor's Counsel: Joel M. Aresty, Esq.
13499 Biscayne Blvd #T-3
No. Miami, FL 33181
Tel: (305) 899-9876
Fax: (305) 723-7893
Email: aresty@mac.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 2 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/flsb09-31921.pdf
The petition was signed by Ameena Ali, managing member of the
Company.
2867 SUNSET PLACE LLC: Case Summary & 5 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: 2867 Sunset Place, LLC
3008 Wilshire Blvd., Suite 202
Los Angeles, CA 90010
Bankruptcy Case No.: 09-37678
Chapter 11 Petition Date: October 11, 2009
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Victoria S. Kaufman
Debtor's Counsel: Bradley E. Brook, Esq.
Law Offices of Bradley E Brook
523 W 6th St, Suite215
Los Angeles, CA 90014
Tel: (213) 630-2887
Fax: (213) 630-2886
Email: bbrook@bbrooklaw.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 $1,608,800,
and total debts of $1,186,320.
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/cacb09-37678.pdf
The petition was signed by Mike Barry, managing member of the
Company.
ABITIBIBOWATER INC: To Sell Alabama Plant for $2.4 Million
----------------------------------------------------------
According to Bill Rochelle at Bloomberg News, AbitibiBowater Inc.
intends to sell its former sawmill plant in Westover, Alabama, for
$2.4 million. The plant was decommissioned as being "dated and
economically unprofitable." A hearing on the sale will be held on
Oct. 28.
Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products. It is the eighth largest publicly traded pulp and paper
manufacturer in the world. AbitibiBowater owns or operates 23
pulp and paper facilities and 29 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.
The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey
presides over the case. The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day. Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings. The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also
handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.
As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.
Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).
ACCURIDE CORP: Section 341(a) Meeting Set For November 9
--------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, will convene a
meeting of creditors of Accuride Corporation and its debtor-
affiliates on Nov. 9, 2009, at 2:00 p.m., at J. Caleb Boggs
Federal Building, Room 2112 in Wilmington, Delaware.
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 officer of the
Debtors under oath about the Debtors' financial affairs and
operations that would be of interest to the general body of
creditors.
About Accuride Corp.
Accuride Corporation (OTCBB: AURD) -- http://www.accuridecorp.com/
-- is one of the largest and most diversified manufacturers and
suppliers of commercial vehicle components in North America.
Accuride's products include commercial vehicle wheels, wheel-end
components and assemblies, truck body and chassis parts, seating
assemblies and other commercial vehicle components. Accuride's
products are marketed under its brand names, which include
Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion, and Highway
Original.
Accuride agreed to a balance sheet restructuring with holders of
its 8-1/2% senior subordinated notes and senior lenders. To
complete the proposed restructuring, Accuride's U.S. entities on
October 8 filed for Chapter 11 to seek approval of the prepackaged
plan of reorganization (Bankr. D. Del. Case No. 09-13449).
The Debtors have selected Latham & Watkins LLP as counsel; Young
Conaway Stargatt & Taylor, LLP as co-counsel; MorrisAnderson as
financial advisor; and The Garden City Group Inc. as claims agent.
Accuride's petition listed assets of $682 million against debt
totaling $847 million. Liabilities include a $304 million term
loan and a $100 million revolving credit, plus the $275 million in
subordinated notes.
ACCURIDE CORP: Wants Court to Set Deadline for Claim Filing
-----------------------------------------------------------
Accuride Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to set the deadline for all
creditors to file proofs of claim 30 days after they deliver their
schedules of assets and debts, and statements of financial
affairs.
The Debtors propose April 6, 2010, as deadline for Governmental
Units to file their proofs of claim.
The Debtors tell the Court that they will file their schedules and
statements within a few weeks after their bankruptcy filing. The
Debtors say that they must obtain complete and accurate
information regarding the nature, validity and amount of claims
that will be asserted in the Chapter 11 cases.
About Accuride Corp.
Accuride Corporation (OTCBB: AURD) -- http://www.accuridecorp.com/
-- is one of the largest and most diversified manufacturers and
suppliers of commercial vehicle components in North America.
Accuride's products include commercial vehicle wheels, wheel-end
components and assemblies, truck body and chassis parts, seating
assemblies and other commercial vehicle components. Accuride's
products are marketed under its brand names, which include
Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion, and Highway
Original.
Accuride agreed to a balance sheet restructuring with holders of
its 8-1/2% senior subordinated notes and senior lenders. To
complete the proposed restructuring, Accuride's U.S. entities on
October 8 filed for Chapter 11 to seek approval of the prepackaged
plan of reorganization (Bankr. D. Del. Case No. 09-13449).
The Debtors have selected Latham & Watkins LLP as counsel; Young
Conaway Stargatt & Taylor, LLP as co-counsel; MorrisAnderson as
financial advisor; and The Garden City Group Inc. as claims agent.
Accuride's petition listed assets of $682 million against debt
totaling $847 million. Liabilities include a $304 million term
loan and a $100 million revolving credit, plus the $275 million in
subordinated notes.
ACCURIDE CORP: Selects Garden City as Claims Agent
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Accuride Corp. and its debtor-affiliates to employ The Garden City
Group Inc. as their claims agent.
The firm has agreed to:
a) distribute required notices to parties-in-interest;
b) assist the Debtors in the collection of information and
preparation of schedules of assets and liabilities and
statements of financial affairs;
c) receive, examine, maintain and docket all proofs of claim
and proofs of interest filed in the Chapter 11 Cases and
maintain the associated claims registers;
d) if necessary, solicit, collect, and tabulate acceptances and
rejections of the Debtors' plan of reorganization from
parties entitled to vote thereon; and
e) provide other administrative services that the Court, the
Clerk's Office, and the Debtors may require in connection
with the Chapter 11 Cases.
The firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.
About Accuride Corp.
Accuride Corporation (OTCBB: AURD) -- http://www.accuridecorp.com/
-- is one of the largest and most diversified manufacturers and
suppliers of commercial vehicle components in North America.
Accuride's products include commercial vehicle wheels, wheel-end
components and assemblies, truck body and chassis parts, seating
assemblies and other commercial vehicle components. Accuride's
products are marketed under its brand names, which include
Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion, and Highway
Original.
Accuride agreed to a balance sheet restructuring with holders of
its 8-1/2% senior subordinated notes and senior lenders. To
complete the proposed restructuring, Accuride's U.S. entities on
October 8 filed for Chapter 11 to seek approval of the prepackaged
plan of reorganization (Bankr. D. Del. Case No. 09-13449).
The Debtors have selected Latham & Watkins LLP as counsel; Young
Conaway Stargatt & Taylor, LLP as co-counsel; MorrisAnderson as
financial advisor; and The Garden City Group Inc. as claims agent.
Accuride's petition listed assets of $682 million against debt
totaling $847 million. Liabilities include a $304 million term
loan and a $100 million revolving credit, plus the $275 million in
subordinated notes.
ACCURIDE CORP: Taps Zolfo Cooper as Restructuring Consultant
------------------------------------------------------------
Accuride Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to employ Zolfo
Cooper LLC as restructuring consultant.
The firm has agreed to, among other things:
a) evaluate and challenge short-term cash-flow projections,
including underlying assumptions;
b) evaluate and challenge the business plan, including
underlying assumptions, and in identifying potential
strategies and tactics to improve the economic model;
c) prepare and review the liquidation analysis, liquidity
projections, the DIP budget and negotiations of DIP
financing;
d) plan for and during the course of a Chapter 11 proceeding;
and
e) evaluate alternatives with regard to the Canadian operations
and implement those alternatives, as necessary.
The firm's standard hourly rates are:
Managing Directors $775 to $825
Professional Staff $230 to $695
Support Personnel $55 to $295
The Debtors assured the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
About Accuride Corp.
Accuride Corporation (OTCBB: AURD) -- http://www.accuridecorp.com/
-- is one of the largest and most diversified manufacturers and
suppliers of commercial vehicle components in North America.
Accuride's products include commercial vehicle wheels, wheel-end
components and assemblies, truck body and chassis parts, seating
assemblies and other commercial vehicle components. Accuride's
products are marketed under its brand names, which include
Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion, and Highway
Original.
Accuride agreed to a balance sheet restructuring with holders of
its 8-1/2% senior subordinated notes and senior lenders. To
complete the proposed restructuring, Accuride's U.S. entities on
October 8 filed for Chapter 11 to seek approval of the prepackaged
plan of reorganization (Bankr. D. Del. Case No. 09-13449).
The Debtors have selected Latham & Watkins LLP as counsel; Young
Conaway Stargatt & Taylor, LLP as co-counsel; MorrisAnderson as
financial advisor; and The Garden City Group Inc. as claims agent.
Accuride's petition listed assets of $682 million against debt
totaling $847 million. Liabilities include a $304 million term
loan and a $100 million revolving credit, plus the $275 million in
subordinated notes.
ADVANSTAR INC: S&P Raises Corporate Credit Rating to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on trade show operator and publisher Advanstar Inc.
to 'CCC+' from 'SD' following S&P's review of the company and its
new capital structure. Advanstar completed an equity for debt
exchange, reducing debt by $385 million and correspondingly, cash
interest expense.
In addition, S&P raised the issue-level rating on Advanstar
Communications Inc.'s first-lien debt to 'CCC+' from 'CCC' and
removed it from CreditWatch where it was placed with positive
implications on Oct. 2, 2009. The recovery rating remains at '4',
indicating modest (30%-50%) recovery in the event of a default.
The outlook is negative.
"The corporate credit rating upgrade reflects the trade show
operator and publisher's weak operating performance, thin interest
coverage, and modest liquidity," said Standard & Poor's credit
analyst Tulip Lim.
It also reflects its high debt leverage, fashion industry
concentration, and S&P's expectation of cyclical advertising
demand. Advanstar is an independent business-to-business media
company serving four industry segments: fashion, licensing, life
sciences, and power sports.
Trade publishing, which accounts for about 40% of total revenue,
is sensitive to cyclical advertising demand in the company's end
markets because of a lack of circulation revenue. Advertising
revenue has unfavorable long-term growth prospects in light of
competition from Internet-based media, which has low barriers to
entry. The company also produces trade shows and is heavily
dependent on its MAGIC events, which are the dominant U.S. apparel
industry trade shows.
Revenue and EBITDA declined 29% and 66% in the second quarter
because of the weak economy, soft advertising demand, and expenses
related to the debt restructuring. Debt to EBITDA was high for
the last 12 months ended June 30, 2009, at roughly 16x, and will
remain high pro forma for the restructuring at approximately 9.3x.
Pro forma unadjusted EBITDA coverage of total interest expense
remains thin at roughly 1.3x for the last 12 months ended June 30,
2009, versus actual total and cash interest coverage of 0.6x and
1.0x respectively. Discretionary cash flow was modestly negative
for the same period. The lower interest burden should help
discretionary cash flow return to positive territory, but further
declines in operating underperformance could both undermine
interest coverage and cause discretionary cash flow to remain
negative.
AFFINITY GROUP: Institutional Lenders Move Payment Date to Oct. 16
------------------------------------------------------------------
Affinity Group Holding, Inc., on September 14, 2009, received
consent letters from certain institutional holders of its 10-7/8%
Senior Notes Due 2012 holding in the aggregate $65,835,969
principal amount of the AGHI Notes outstanding and consent letters
from certain non-institutional holders of the AGHI Notes holding
in the aggregate $46,555,946 principal amount of the AGHI Notes
outstanding. The aggregate principal amount of the AGHI Notes
outstanding is $113,648,603 so the holders executing the Consents
held 98.9% of the outstanding principal amount of the AGHI Notes.
The Company has engaged in discussions with the holders of the
AGHI Notes regarding a refinancing or restructuring of the
indebtedness of the Company and its subsidiary, Affinity Group,
Inc. As part of those discussions, the Company did not pay the
interest on the AGHI Notes that was due on August 15, 2009, but
the indenture governing the AGHI Notes provides a 30-day grace
period for the payment of interest that was to have been paid on
that date.
Pursuant to the Institutional Consents, the Company has agreed to
pay the legal fees for a law firm to represent the holders who
signed the Institutional Consents in connection with such
discussions and has paid a $150,000 retainer to that law firm. In
addition, the Company has paid a consent fee equal to 1/4 of 1% of
the principal amount to the holders who signed the Institutional
Consents or an aggregate of $164,600. The Institutional Consents
extended the most recent interest payment date on their AGHI Notes
until October 1, 2009. The Other Consents extended the most
recent interest payment date on their AGHI Notes until October 29,
2009 and no consent fees were paid to those holders.
As of September 30, 2009, the holders who signed the Institutional
Consents agreed to extend the interest payment date on their AGHI
Notes to October 9, 2009. On October 9, 2009, the holders who
signed the Institutional Consents have agreed to further extend
the interest payment to October 16, 2009.
On September 14, 2009, the Company paid the interest on the
remaining $1,256,688 principal amount of AGHI Notes that are
outstanding and for which an Institutional Consent or an Other
Consent was not obtained.
About Affinity Group
Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts. The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.
As of June 30, 2009, AGHI had $301,734,000 in total assets and
$587,933,000 in total liabilities, resulting in $286,199,000 in
stockholders' deficit.
Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.
ALERIS INT'L: Has Revised Equipment Sale Deal with Moreno
---------------------------------------------------------
Aleris Blanking and Rim Products, Inc., seeks permission from
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware to sell equipment, inventory, real property,
and certain lease in accordance with an Asset Purchase Agreement,
dated July 22, 2009, to Moreno Industries, Inc., for $925,000,
free and clear of all liens, claims and interests.
On October 1, 2009, the Debtors filed with the Court a notice of
Revised Asset Purchase Agreement in connection with the motion of
Aleris Blanking and Rim Products, Inc., to sell equipment,
inventory, real property, and a certain lease, free and clear of
liens and encumbrances to Moreno Industries, Inc.
The Debtors tell the Court that since the filing of the Motion,
they have engaged in further discussions with Moreno with respect
to the proposed sale. Thus, the Debtors and Moreno have revised
the Original Asset Purchase Agreement to make certain non-
material modifications to the same as embodied in a revised asset
purchase agreement.
The changes to the Original Asset Purchase Agreement are:
(a) The purchaser has changed from Moreno to Specialty Rim
Supply Inc., an entity affiliated with Moreno created to
provide financing for the proposed transaction. Specialty
Rim Supply is incorporated in Indiana.
(b) The Sale Assets will include all business records in the
possession of ABRP related to the Equipment, Inventory, or
Real Property. Those assets were originally contemplated
as part of the original transaction as "other items of
tangible personal property," but now have been explicitly
delineated in the Revised Asset Purchase Agreement.
(c) The closing date has been rescheduled to October 23, 2009.
Either party may terminate the Revised Asset Purchase
Agreement if the Closing has not occurred before Nov. 30,
2009. The original date was September 15, 2009.
(d) While real property taxes will still be prorated among
Specialty Rim and ABRP as of the Closing Date, the Revised
Asset Purchase Agreement contemplates a specific mechanism
for the parties to allocate responsibility for tax
liabilities.
(e) The Revised Asset Purchase Agreement clarifies that, in
connection with the real property closing, the escrow
agent will issue to the purchaser a title insurance policy
in an amount specified by the purchaser not to exceed the
amount of the purchase price allocated to the real
property.
(f) These liens have been removed from the definition of
"Permitted Encumbrances":
(i) Unrecorded tax liens and liens of landlords, liens of
carriers, warehousemen, mechanics and material men
incurred in the ordinary course of business; and
(ii) Liens incurred or deposits made in the ordinary
course of business in connection with workers'
compensation, unemployment insurance and other types
of social security or to secure the performance of
tenders, statutory obligations, surety and appeal
bonds, bids, leases government contracts, performance
and return of money bonds and similar obligations.
Upon a review of its books and records, including the
title report for the Real Property, ABRP believes
that no liens exist.
(g) The prevailing party to any legal action in connection
with the Revised Asset Purchase Agreement will be
responsible for the other party's costs and expenses
reasonably incurred, including attorneys' fees and expert
witness fees.
A full-text copy of the Revised Purchase Agreement is available
for free at:
http://bankrupt.com/misc/Aleris_RevisedMorenoAPA.pdf
About Aleris International
Aleris International, Inc., produces and sells aluminum rolled and
extruded products. Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling. Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees. Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.
Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon
presides over the cases. Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors. L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In
Wilmington, Delaware, serves as local counsel. Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors. As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.
Bankruptcy Creditors' Service, Inc., publishes Aleris
International Bankruptcy News. The newsletter tracks the chapter
11 proceeding undertaken by Aleris International, Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
ALERIS INT'L: Proposes to Settle Environmental Regulatory Action
----------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Debtor Defendants Aleris, Inc., IMCO Recycling of
Illinois, Inc., IMCO Recycling of Michigan LLC, Alumitech of West
Virginia, Inc., Rock Creek Aluminum, Commonwealth Aluminum of
Lewisport, LLC, IMOC Recycling of Idaho Inc., Alsco Metals
Corporation, Alchem Aluminum Inc., Alchem Shelbyville, Inc.,
Commonwealth Aluminum Concast, Inc., IMOC Recycling of Ohio,
Inc., and Alumitech of Wabash, Inc., and non-debtor defendant,
Imsamet of Arizona, seek the Bankruptcy Court's approval of a
consent decree they executed with these government parties and
agencies:
(1) The United States of America, on behalf of the United
States Environmental Protection Agency;
(2) The States of Idaho, Illinois, Indiana, Michigan, Ohio,
Tennessee, and West Virgina;
(3) The Commonwealths of Kentucky and Virginia;
(4) The Oklahoma Department of Environmental Quality; and
(5) The Maricopa County (Arizona) Air Quality Department.
The Government Parties and Agencies commenced an Environmental
Regulatory Action against the Debtors on February 12, 2009.
Specifically, the Government Plaintiffs alleged that at 15
secondary aluminum production facilities owned and operated by
the Defendants, the Defendants failed to:
(a) design and install adequate systems to capture emissions
of pollutants;
(b) demonstrate compliance with applicable emissions standards
through adequate performance testing;
(c) correctly establish and monitor operating parameters; and
(d) comply with recordkeeping, reporting, and permitting
requirements.
The parties' current Consent Decree settles certain issues under
the Environmental Regulatory Action and claims asserted by the
Government Plaintiffs against the Debtor Defendants under (i) the
Clean Air Act; (ii) the National Emission Standards for Hazardous
Pollutants for Secondary Aluminum Production; and (iii) related
provisions of state and local law.
A full-text copy of the Consent Decree is available for free at:
http://bankrupt.com/misc/Aleris_ConsentDecree.pdf
After arm's-length negotiations over the course of several years,
the Defendants and the Plaintiffs have agreed to settle the
Environmental Regulatory Action and related claims as embodied in
the Consent Decree. The Consent Decree resolves the Defendants'
liabilities for:
* any violations of NESHAP and related provisions of state and
local law and permits arising from facts or events that
occurred prior to August 8, 2009;
* civil claims alleged in the Amended Complaint through
August 8, 2009; and
* civil claims alleged in notices of violation issued by the
United States, the Commonwealth of Kentucky, and the State
of Tennessee.
Under the terms of the Consent Decree, the alleged civil claims
against the Debtor Defendants would be liquidated, and the
Plaintiffs will have allowed, prepetition general unsecured
claims against the Debtors' estates in varying amounts, totaling
$4,600,000.
The Consent Decree not only fixes the liability with respect to
prepetition claims against the Debtor Defendants, but it also
establishes clear guidelines under which the Debtor Defendants
will operate their facilities in compliance with environmental
laws and regulations, L. Katherine Good, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, asserts.
Specifically, under the terms of the Consent Decree, the
Defendants will follow a schedule to bring their facilities into
compliance with NESHAP and related provisions of state and local
law. Among other things, the compliance schedule requires the
Defendants to:
(a) better enclose their affected sources and emission units
to improve the capture of emissions;
(b) retest affected sources and emission units using test
protocols;
(c) adopt model recordkeeping and reporting documents;
(d) install pollution control or monitoring equipment at
certain facilities; and
(e) apply for a required permit at one facility.
Ms. Good tells the Bankruptcy Court that after a 30-day public
comment period during which no comments on the proposed
settlement were received, on September 14, 2009, the United
States of America filed an unopposed motion for approval of the
Consent Decree in the United States District Court for the
Northern District of Ohio. The United States of America sought
approval on the basis that the proposed Consent Decree is fair,
adequate, reasonable, and consistent with applied law and the
public interest.
The District Court approved the Consent Decree on September 15,
2009, but in light of the Debtor Defendants' pending Chapter 11
cases, the Consent Decree is not entered as a final judgment.
Should the Bankruptcy Court approve the Debtors' Motion, the
Plaintiffs will file with the District Court a Notice of Approval
by the Bankruptcy Court and Motion to Enter Consent Decree,
requesting the District Court to enter the Consent Decree as a
final judgment.
About Aleris International
Aleris International, Inc., produces and sells aluminum rolled and
extruded products. Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling. Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees. Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.
Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon
presides over the cases. Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors. L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In
Wilmington, Delaware, serves as local counsel. Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors. As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.
Bankruptcy Creditors' Service, Inc., publishes Aleris
International Bankruptcy News. The newsletter tracks the chapter
11 proceeding undertaken by Aleris International, Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
ALERIS INT'L: To Seal Employee Claims in Settlement Reports
-----------------------------------------------------------
Aleris International Inc. and its units seek the Court's authority
to file under seal any employee-related claims reflected in their
quarterly reports of settled claims.
To recall, the Settlement Procedures Motion contemplated that the
filing of all Quarterly Settled Claims Reports would be made
under seal. The Debtors note that although the order approving
the Settlement Procedures Motion was granted on June 23, 2009,
the Settlement Procedures did not expressly permit any Quarterly
Settled Claims Reports to be filed under seal and did not direct
the Clerk of the Court to file those reports under seal.
The Debtors originally proposed, in discussions with the U.S.
Trustee and representatives of the key constituents in their
cases, to file all Quarterly Settled Claims Reports under seal,
as contemplated by the Settlement Procedures Motion. The U.S.
Trustee, however, objected to sealing all settlement information;
but has agreed that the Debtors may preserve the confidentiality
of Employee-Related Settled Claims Information by redacting
Employee-Related Settled Claims Information from the publicly
filed Quarterly Settled Claims Reports and filing an unredacted
Quarterly Settled Claims Report under seal if it contains only
Employee-Related Settled Claims Information.
By this motion, the Debtors seek the Court's permission to redact
any Employee-Related Settled Claims Information from each filed
Quarterly Settled Claims and then file a complete, unredacted
Quarterly Settled Claims Report under seal.
The Debtors relate that Employee-Related Settled Claims
Information often relates to compromises made in connection with
the termination of individuals' employment with the Debtors.
The Debtors and their employees assert that they have an interest
in maintaining strict confidentiality concerning the fact of the
settlement, the identity of the employee, and the terms and
amount of the settlement. Furthermore, the Debtors aver, the
ability to maintain the confidential nature of certain claims
settlements was fundamental to the Settlement Procedures Motion,
to which no party-in-interest objected.
About Aleris International
Aleris International, Inc., produces and sells aluminum rolled and
extruded products. Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling. Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees. Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.
Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon
presides over the cases. Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors. L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In
Wilmington, Delaware, serves as local counsel. Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors. As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.
Bankruptcy Creditors' Service, Inc., publishes Aleris
International Bankruptcy News. The newsletter tracks the chapter
11 proceeding undertaken by Aleris International, Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
AMERICAN NURSING: Files for Chapter 7 Liquidation
-------------------------------------------------
American Nursing Services Inc. and its affiliates, including
American Health Care Recruiters Inc., have filed for Chapter 7
liquidation in the U.S. Bankruptcy Court for the District of
Delaware, listing $1 million to $10 million in assets and
$1 million to $10 million in liabilities owed to around 200-999
creditors.
Steve Green at Las Vegas Sun reports that the Debtors' bankruptcy
filing potentially affects sexual assault lawsuits against nursing
assistant Steven Farmer and Centennial Hills Hospital. According
to Las Vegas Sun, American Nursing is one of the defendants in two
pending lawsuits in Clark County District Court filed by six women
charging they were sexual assaulted in 2008 by Centennial Hills
nursing assistant Steven Farmer, whose employment at the hospital
was arranged by American Nursing and who is awaiting trial on the
charges
Citing one of the complainants, Las Vegas Sun relates that
American Nursing failed to properly supervise Mr. Farmer, allowing
the defendant to assault her twice in May 2008. According to the
report, Neal Hyman, an attorney for one of the women suing
Centennial Hills and American Nursing, said that American Nursing
had documented previous inappropriate behavior between Farmer and
a patient at another facility.
American Nursing Services Inc. provides temporary nurses to
hospitals in Las Vegas. Its Las Vegas office branch has operated
since 2000 and has been serving a dozen hospitals.
APACHE LAND: Failure to File Info Cues Dismissal of Ch. 11 Case
---------------------------------------------------------------
The United States Bankruptcy Court District of Arizona dismissed
the Chapter 11 case of Apache Land 25, LLC, for failure to file
information.
Mesa, Arizona-based Apache Land 25, LLC, filed for Chapter 11 on
Sept. 14, 2009 (Bankr. D. Ariz. Case No. 09-22665). Brian W.
Hendrickson, Esq., at The Hendrickson Law Firm PLLC, represented
the Debtor in the restructuring effort. In its petition, the
Debtor listed assets and debts both ranging from $10,000,001 to
$50,000,000.
ARCLIN US: Committee Says Company is Worth Full Payment
-------------------------------------------------------
The official committee of unsecured creditors for Arclin US
Holdings Inc. contends that the Company's reorganization plan is
fatally flawed and incapable of confirmation, Bloomberg's Bill
Rochelle reported.
According to the report, the unsecured creditors, which are not
getting anything under the Plan, contends that one of the
valuation methods used by Arclin's own financial advisers shows
the Company being worth enough to pay all unsecured creditors in
full. If the company indeed isn't worth enough even to pay first-
lien creditors in full, the Committee alternatively argues that
the plan can't give stock and warrants to second-lien creditors.
Arclin's Plan has support from the Company's first and second lien
lenders. Under the terms of the Plan, Arclin's funded
indebtedness will be reduced from US$234 million to US$60 million.
Upon confirmation of the Plan, affiliates of Black Diamond Capital
Management, L.L.C. and Silver Point Capital, L.P. will become the
majority owners of the Company through an exchange of debt for
equity. Black Diamond's affiliates and Silver Point have been
lenders to the Company since 2007.
Retiree's Benefit
Meanwhile, U.S. Bankruptcy Judge Kevin J. Carey in Wilmington,
Delaware, took it upon himself last week to help out a retiree who
didn't have a lawyer, Bill Rochelle at Bloomberg said. Analyzing
an issue Arclin's lawyers hadn't identified, Judge Carey said that
the former worker's health benefit couldn't be cut off unless the
company goes through the cumbersome procedures prescribed by
Congress for ending health benefits. On the larger economic
issue, Judge Carey said that the retiree's two years of separation
pay were cut off by the bankruptcy filing.
About Arclin US Holdings
Based in Mississauga, Ontario, Arclin provides bonding and
surfacing solutions for the building and construction, engineered
materials and natural resource markets. Arclin provides bonding
solutions for a number of applications including wood based
panels, engineered wood, non-wovens and paper impregnation. As a
world leader in paper overlays technology, Arclin provides high
value surfacing solutions for decorative panels, building products
and industrial specialty applications for North American and
export markets.
Arclin's U.S. companies -- Arclin US Holdings, Inc.; Marmorandum
LLC; Arclin Chemicals Holding Inc.; Arclin Industries U.S.A., Inc;
Arclin Fort Smith Inc., Arclin U.S.A. Inc.; and Arclin Surfaces
Inc. -- filed voluntary petitions for Chapter 11 on July 27, 2009
(Bankr. D. Del. Lead Case No. 09-12628). Frederick Brian Rosner,
Esq., at Messana Rosner & Stern, LLP, serves as counsel for the
Debtors. Dechert LLP is co-counsel while Alvarez & Marsal
securities LLC is the investment banker. Kurtzman Carson
Consultants LLC serves as claims and noticing agent. The petition
says that Arclin US's assets and debts are between $100,000,001
and $500,000,000.
Arclin's Canadian companies also made a filing with the Ontario
Superior Court of Justice and have obtained an Initial Order
authorizing Arclin to reorganize under the Companies' Creditors
Arrangement Act. Ernst & Young serves as CCAA monitor.
Arclin's subsidiaries in Mexico are not included in the filings.
The Mexican affiliates -- Arclin Mexican Holdings S.A. de C.V.,
Arclin Mexico S.A. de C.V., and Arclin Operadora S.A. de C.V. --
are not subject to any insolvency proceedings.
ASARCO LLC: Buyer to Be Confirmed at Oct. 19 Hearing
----------------------------------------------------
District Judge Andrew S. Hanen will convene a hearing October 19
to enter a final decision on the winning bidder for ASARCO LLC's
business. At the end of August, U.S. Bankruptcy Judge Richard
Schmidt recommended to the district court that the reorganization
plan proposed by Asarco's parent Grupo Mexico SAB be confirmed
because it was the "superior" offer. A district judge has
responsibility for formally confirming a plan because Asarco is
dealing with asbestos claims.
As reported by the TCR on Sept. 25, 2009, Bankruptcy Judge Richard
Schmidt stuck with his original decision that ASARCO LLC should
emerge from bankruptcy with Grupo Mexico LLC's proposed Chapter 11
plan and bid to regain control of its unit.
On August 31, Judge Schmidt issued a decision that Grupo's Mexico
offer was superior to Asarco LLC's plan, which was built around a
sale of the business to Sterlite Industries (India) Ltd., a unit
of India's Vedanta Resources Plc.
But after Judge Schmidt entered an decision recommending to
District Court Judge Andrew S. Hanen to recommend Grupo's plan,
Sterlite beefed up its offer for the business and stated that it
would release Grupo from a $8 billion liability in connection with
the $9.13 billion judgement against Grupo in connection with the
suit that it forced its unit to sell shares in Southern Peru
Copper Company, now known as Southern Copper Corporation.
In a September 24 ruling, Judge Schmidt, however, rejected
Sterlite's request that its bid, made after he made his Aug. 31
decision, should be considered by the federal judge who will
decide which company gets Asarco. Letting Sterlite revise its bid
would be "fundamentally unfair," he said.
Judge Schmidt also said that Grupo's failure to reach an agreement
with the United Steel Workers does not render its plan unfeasible.
He said that the risk of a union strike is overstated.
Grupo Mexico and Sterlite have filed full-payment plans, each
promising to return full principal and interest to the creditors.
ASARCO LLC's plan sells the assets to Sterlite for $1.44 billion
in cash plus $722 million to monetize the SCC Litigation Trust.
In its plan, Grupo Mexico will contribute to the Debtor
$2.2 billion cash.
A copy of Judge Schmidt's latest recommendation to the District
Court is available for free at:
http://bankrupt.com/misc/Asarco_Schmidt_Amended_Order.pdf
District 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 said.
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. 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)
ASPEN LAND: U.S. Trustee Sets Meeting of Creditors for October 27
-----------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in Aspen Land Fund II LLC's Chapter 11 case on Oct. 27, 2009, at
10:30 a.m. The meeting will be held at the U.S. Custom House, 721
19th St., Room 106, Denver, Colorado.
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.
Based in Newport Beach, California, Aspen Land Fund II LLC is a
development group that wants to build a hotel at the base of Aspen
Mountain. The Company filed for Chapter 11 protection on
Sept. 25, 2009 (Bankr. D. Col. Case No. 09-30162). In its
petition, the Debtor says it has $31,572,828 in assets and
$34,695,549 in debts.
AVIS BUDGET: S&P Raises Corporate Credit Rating to 'B-' From CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term ratings on
Parsippany, New Jersey-based car renter Avis Budget Group Inc.,
including the corporate credit rating, to 'B-' from 'CCC+'. The
outlook is positive. S&P also raised S&P's recovery rating on
Avis Budget's $1.9 billion corporate credit facility to '3' from
'4', indicating meaningful (50%-70%) recovery of principal in a
default scenario.
"The rating revision primarily reflects improved liquidity after a
series of liquidity-raising initiatives the company pursued over
the last several months (totaling $1.5 billion), an improvement in
operating performance, and an improving used car market," said
Standard & Poor's credit analyst Lisa Jenkins. "In addition, the
June-July 2009 bankruptcies of General Motors and Chrysler, an
area of previous concern, have minimally affected Avis Budget and
other car renters," she continued. The recovery rating change for
Avis Budget's senior secured debt reflects S&P's assessment of the
automotive environment and the general, although modest,
improvement in leisure travel.
S&P could raise the ratings over the next year if the company
refinances a substantial portion of the conduit facilities that
mature in November and December 2009 and demonstrates improvement
in profitability, resulting in an operating margin after
depreciation of at least 10% on a sustained basis. Although less
likely, if the company cannot substantially renew the conduit
facilities, S&P would likely lower the ratings.
AVIZA TECHNOLOGY: Court Extends Plan Filing Period Until January 7
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
extended until Jan. 7, 2010, Aviza Technology, Inc., and its
debtor-affiliates' exclusive period to file a plan.
The Court also extended until March 7, 2010, the Debtor's
exclusive period to solicit acceptances of the plan.
Headquartered in Scotts Valley, California, Aviza Technology Inc.
(NASDAQ GM:AVZA) -- http://www.aviza.com/-- designs,
manufactures, sells and supports semiconductor capital equipment
and process technologies for the global semiconductor industry and
related markets. The Company's systems are used in a variety of
segments of the semiconductor market for advanced silicon for
memory devices, 3-D packaging and power integrated circuits for
communications. The Company's manufacturing, R&D, sales and
customer support facilities are located in the United Kingdom,
Germany, France, Taiwan, China, Japan, Korea, Singapore and
Malaysia.
The Company and two of its subsidiaries, Aviza Inc. and Trikon
Technologies Inc., filed for Chapter 11 bankruptcy protection on
June 9, 2009 (Bankr. N.D. Calif. Case No. 09-54511). Judge Roger
L. Efremsky presides over the Chapter 11 case. Attorneys at the
Law Offices of Murray and Murray represent the Debtors. At the
time of the filing, Aviza Technology estimated assets and debts of
$10 million to $50 million.
B-PVL1 LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: B-PVL1, LLC
3455 Cliff Shadows Pkwy., Suite 220
Las Vegas, NV 89129
Case No.: 09-29147
Chapter 11 Petition Date: October 12, 2009
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Linda B. Riegle
Debtor's Counsel: Georganne W. Bradley, Esq.
Kaempfer Crowell Et Al.
3800 Howard Hughes Pkwy., Seventh Floor
Las Vegas, NV 89169
Tel: (702) 792-7000
Fax: (702) 796-7181
Email: gbradley@kcnvlaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
BANK OF AMERICA: Scrambles to Modify Loans Ahead of Deadline
------------------------------------------------------------
According to ABI, with just weeks remaining to meet the November
deadline set by the Obama administration to sign up struggling
borrowers for a federal program to modify their mortgages,
Treasury Department data is showing that Bank of America is
trailing well behind the other large banks.
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 bank needed the government's financial help in completing its
acquisition of Merrill Lynch. Merrill Lynch & Co. Inc. --
http://www.ml.com/-- was a wealth management, capital markets and
advisory companies with offices in 40 countries and territories.
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.
BASHAS' INC: Cuts Benefits to Part-Time Workers
-----------------------------------------------
Max Jarman at The Arizona Republic reports that Bashas' Inc.'s new
president, Darl Andersen, has cut benefits to part-time workers,
to reduce costs and pave the way for the Debtor's planned
emergence from Chapter 11 bankruptcy protection in 2010. The
report says that Bashas' wouldn't say how many workers lost their
benefits.
The change didn't require court approval, The Arizona Republic
relates, citing Michael McGrath, Bashas' lawyer.
According to The Arizona Republic, Bashas' raised the threshold
for benefit eligibility to 30 hours per week from 20, a move
retroactive from July 1. The Arizona Republic says that employees
who worked less than 390 hours during the period were cut from the
benefit rolls. The Arizona Republic relates that Bashas' also
cancelled vision and dental benefits for workers, but made
provisions for an optional dental plan that could be paid for by
employees. The Arizona Republic states that the cost of
prescription drugs increased, while short-term disability coverage
was restricted to employees who have worked 30 hours per week for
six months before filing a claim.
Bashas' will also sell its two turboprop airplanes, The Arizona
Republic says.
Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona. It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.
The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts. Michael W.
Carmel, Ltd., is the Debtors' co-counsel. Deloitte Financial
Advisory LLP serves as financial advisors. Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent. In its
bankruptcy petition, Bashas' listed $100 million to $500 million
each in assets and debts.
BEARINGPOINT INC: Wants Nov. 3 Disclosure Statement Approval
------------------------------------------------------------
BearingPoint Inc. will seek approval of the disclosure statement
explaining its amended Chapter 11 plan on November 3, 2009.
As reported by the TCR on October 7, BearingPoint, following a
sale of its assets, filed a new reorganization plan that offers
unsecured creditors 3 to 5 cents on the dollars for their claims.
The disclosure statement explaining the Amended Plan calls for
calls for paying secured claims in full. Holders of general
unsecured claims aggregating $225,171,340 will recover 2.6% to
5.1% of their allowed claims. Holders of $203 million worth of
Series C notes and holders of $40 million in FFL notes will get
7.6% to 14.7% of their claims. Series A and B noteholders owed
$452,121,889 and equity holders may receive beneficial interests
in a liquidating trust, but are currently expected to recover 0%
of their claims or interests.
The Plan updates the one submitted Feb. 18 together with the
Company's Chapter 11 petition, which contemplated on a
reorganization. BearingPoint has instead pursued a sale of its
units, after determining that creditor recoveries would be
maximized through sales of the businesses.
The Official Committee of Unsecured Creditors supports the Amended
Plan, saying that it "provides the highest and best recoveries for
creditors.
Copies of the Amended Plan and Disclosure Statement is available
for free at:
http://bankrupt.com/misc/BearingPoint_DS_Oct09.pdf
http://bankrupt.com/misc/BearinPoint_Plan_Oct09.pdf
BearingPoint's initial plan called for secured lenders to swap a
$500 million loan for a $272 million loan and a letter of credit.
Under the earlier plan, unsecured creditors were to get different
classes of common stock.
Asset Sales
On April 2, BearingPoint International Bermuda Holdings Limited,
BearingPoint's indirect subsidiary, entered into a Share Sale
Agreement with PwC Advisory Co., Ltd., the Japanese member firm of
the PricewaterhouseCoopers global network of firms, for the sale
of BearingPoint's consulting business in Japan to PwC Japan for
roughly $45 million. In addition, PwC Japan assumed the
intercompany debt owed by certain non-debtor subsidiaries of
BearingPoint to BearingPoint Co., Ltd. (Chiyoda-ku). The closing
of the PwC Japan Transaction occurred on May 11.
On May 8, 2009, BearingPoint closed the sale of a significant
portion of its assets related to BearingPoint's North American
Public Services business to Deloitte LLP. BearingPoint received
net proceeds of roughly $329.3 million.
On April 17, BearingPoint and certain of its subsidiaries entered
into an Asset Purchase Agreement with PricewaterhouseCoopers LLP
pursuant to which BearingPoint agreed to sell a substantial
portion of its assets related to its North American Commercial
Services business unit, including Financial Services, to PwC and
PwC agreed to assume certain liabilities associated with the
assets. In addition, affiliates of PwC also entered into
definitive agreements to purchase the equity interests of
BearingPoint Information Technologies (Shanghai) Limited, a
subsidiary of BearingPoint that operates a global development
center in China, and certain assets of a separate global
development center in India.
On June 15, 2009, BearingPoint closed the sale of their Commercial
Services Business to PwC. The purchase price for the PwC U.S.
Transaction was $39 million. BearingPoint also sold BearingPoint
China GDC to PwC, and anticipates closing the China Transaction
and the PwC India Transaction will close within the next several
months; however, there can be no assurance that the transactions
will be completed.
On July 23, BearingPoint won approval to sell to CSC Brazil
Holdings LLC and Computer Sciences Corporation its consulting
business in Brazil. CSC agreed to purchase BearingPoint, S.A.,
through the purchase of all issued and outstanding shares of
common stock of BearingPoint Brazil, for a purchase price of
US$7.9 million. The consummation of the Brazil Transaction was to
occur on or prior to August 7.
As reported by the Troubled Company Reporter on September 7, 2009,
BearingPoint completed the sale of the Company's Europe, Middle
East and Africa practice to its European management team for an
aggregate price of approximately US$69 million in total
consideration.
BearingPoint Australia Pty. Limited, a wholly owned subsidiary of
BearingPoint, Inc., on September 4, 2009, completed the sale of
its consulting business to local management. BPA MBO Pty Limited,
BPA MBO Asset Pty Limited (as trustee for the BPA MBO Asset Unit
Trust), BPA MBO Services Pty Limited and BPA MBO Trading Pty
Limited agreed to purchase BearingPoint Australia through the
purchase and assumption of certain assets and liabilities of
BearingPoint Australia and for a purchase price of AU$1,000
(exclusive of Australian Goods and Services Tax). Additional fees
are payable by the MBO team pursuant to a Trademark License
Agreement and Cross-License Agreement.
About BearingPoint
BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide. Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP -
- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
The Company's service offerings are designed to help clients
generate revenue, increase cost-effectiveness, manage regulatory
compliance, integrate information and transition to "next-
generation" technology.
BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D.N.Y., Case No. 09-10691). The Debtors' legal advisor
is Weil, Gotshal & Manges, LLP, their restructuring advisor is
AlixPartners LLP, and their financial advisor and investment
banker is Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at Bingham
McCutchen LLP represents the Creditors' Committee. Garden City
Group serves as claims and notice agent.
BearingPoint disclosed total assets of $1,762,689,000, and debts
of $2,231,839,000 as of September 30, 2008.
BELLA SPOSA LLC: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bella Sposa, LLC
8601 Canyon View Drive
Las Vegas, NV 89117
Bankruptcy Case No.: 09-29150
Chapter 11 Petition Date: October 12, 2009
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Mike K. Nakagawa
Debtor's Counsel: Leo P. Flangas, Esq.
600 S 3rd St
Las Vegas, NV 89101
Tel: (702) 384-1990
Fax: (702) 384-1009
Email: leoflangas@yahoo.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
4 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nvb09-29150.pdf
The petition was signed by Nadine E. Villareale, manager of the
Company.
BLOSSOM VALLEY: Proposes to Hire Mintz Levin as Bankruptcy Counsel
------------------------------------------------------------------
Blossom Valley Investors, Inc., and Pear Avenue Investors LLC ask
the U.S. Bankruptcy Court for the Northern District of California
for permission to employ Mintz Levin Cohn Ferris Glovsky Popeo PC
as bankruptcy counsel.
Mintz Levin will, among other things:
a) advise the Debtors with regard to the requirements of the
Bankruptcy Court, the Bankruptcy Code, the Bankruptcy rules
and the Office of the U.S. Trustee;
b) represent the Debtor in proceedings or hearings before the
Court; and
c) advise the Debtor with regard to rights and remedies of the
bankruptcy estate and its duties as debtors-in-possession.
Jeffrey A. Davis, a member in Mintz Levin tells the Court that
prior to the petition date, the firm received a $150,000 retainer.
The hourly rates of Mintz Levin's personnel are:
Mr. Davis $615
Joseph R. Dunn, associate $420
Mr. Davis assures the Court that Mintz Levin is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Mr. Davis can be reached at:
Mintz Levin Cohn Ferris Glovsky Popeo PC
3580 Carmel Mountain Rd. #300
San Diego, CA 92130
Tel: (858) 314-1500
About Blossom Valley Investors
San Jose, California-based Blossom Valley Investors, Inc., and
Pear Avenue Investors LLC filed for Chapter 11 on Sept. 10, 2009
(Bankr. N.D. Calif. Case Nos. 09-57669 and 09-57670.) Joseph R.
Dunn, Esq., and Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris
Glovsky Popeo PC, represent the Debtors in their restructuring
efforts. In its petition, Blossom Valley listed assets and debts
both ranging from $10,000,001 to $50,000,000.
BLOSSOM VALLEY: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Blossom Valley Investors, Inc., and Pear Avenue Investors LLC
filed with the U.S. Bankruptcy Court for the Northern District of
California its schedules of assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $34,375,000
B. Personal Property $11,450,415
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $42,088,887
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $1,149,017
----------- -----------
TOTAL $45,825,415 $42,237,904
San Jose, California-based Blossom Valley Investors, Inc., and
Pear Avenue Investors LLC filed for Chapter 11 on Sept. 10, 2009
(Bankr. N.D. Calif. Case Nos. 09-57669 and 09-57670). Joseph R.
Dunn, Esq., and Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris
Glovsky Popeo PC, represent the Debtors in their restructuring
efforts. In its petition, Blossom Valley listed assets and debts
both ranging from $10,000,001 to $50,000,000.
BRITISH AMERICAN: Files Chapter 15 After Bankruptcy in Bahamas
--------------------------------------------------------------
British American Insurance Company Limited made a voluntary filing
under Chapter 15 in the U.S. Bankruptcy Court for the Southern
District of Florida after the Supreme Court of The Commonwealth of
The Bahamas ordered that the company be placed under judicial
management.
On Sept. 8, 2009, Juan M. Lopez of KPMG Restructuring Limited was
named judicial manager of the company. Mr. Lopez is expected to
report to the Court on the operation and financial position of the
Company including its branches and subsidiaries. In addition, he
will make recommendations to the Court as to these courses of
action, which is most advantageous to the general interest of the
company's policy-holders:
a) the transfer of all or any part of the Insurance business of
the Company to some other company in pursuance of a scheme
to be prepared by the judicial manager in accordance with
the Insurance Act;
b) the carrying out of its business by the Company either
unconditionally or subject to such conditions as the
judicial manager may suggest;
c) the winding up of the Company; or
d) other course as the judicial manager considers advisable.
The Company's board of directors resigned from their positions on
June 30, 2009.
In its petition, the company listed assets between $100 million to
$500 million, debts between $500 million and $1 billion.
Based in Nassau, Bahamas, British American Insurance Company
Limited -- http://www.baico-intl.com/-- provides insurance and
financial services.
BRITISH AMERICAN: Voluntary Chapter 15 Case Summary
---------------------------------------------------
Chapter 15 Petitioner: British American Insurance Company Limited
Chapter 15 Debtor: British American Insurance Company Limited
c/o Juan M. Lopez, KPMG Restructuring
Montague Sterling Center, 5th Flr
P.O. B N-123
Nassau, Bahamas
Chapter 15 Case No.: 09-31881
Type of Business: The Debtor provides insurance and financial
services
See http://www.baico-intl.com/
Chapter 15 Petition Date: October 9, 2009
Court: Southern District of Florida (West Palm Beach)
Judge: Erik P. Kimball
Chapter 15 Petitioner's Counsel: Leyza F. Blanco, Esq.
leyza.blanco@gray-robinson.com
GreyRobinson P.A.
1221 Brickell Ave #1650
Miami, FL 33155
Tel: (305) 416-6880
Fax: (305) 416-6887
Estimated Assets: $100 million to $500 million
Estimated Debts: $500 million to $1 billion
CANWEST GLOBAL: FTI Consulting Appointed as CCAA Monitor
--------------------------------------------------------
The Honorable Madam Justice Sarah E. Pepall of the Superior Court
of Justice (Commercial List) for the Province of Ontario, in
Canada, appointed FTI Consulting Canada Inc. as the Applicants'
monitor on October 6, 2009.
As an "officer of the Court", FTI Consulting is tasked to monitor
the Applicants' properties and the conduct of their business with
the powers and obligations set out under the Companies' Creditors
Arrangement Act. The Monitor is also empowered to, among other
things:
(a) monitor the CMI Entities' receipts and disbursements;
(b) report to the Ontario Court at the times and intervals as
the Monitor may deem appropriate with respect to matters
relating to the CMI Entities, the CMI Property, the CMI
Business, and other matters as may be relevant to the
proceedings;
(c) assist the CMI Entities, to the extent required by the CMI
Entities, in their dissemination to the CMI DIP Lender,
the Ad Hoc Committee of holders of 8% senior subordinated
notes issued by Canwest Media Inc. and their respective
counsel of financial and other information, as agreed to
between the CMI Entities and the CMI DIP Lender or the Ad
Hoc Committee, as applicable, which may be used in the
proceedings, including reporting on a weekly basis to the
CMI DIP Lender and the Ad Hoc Committee;
(d) advise the CMI Entities in their preparation of the CMI
Entities' cash flow statements and reporting required by
the CMI DIP Lender and the Ad Hoc Committee, which
information will be reviewed with the Monitor and
delivered to the CMI DIP Lender, the Ad Hoc Committee and
their respective counsel in compliance with the CMI DIP
Definitive Documents, or as otherwise agreed to by the CMI
DIP Lender or the Ad Hoc Committee, as applicable;
(e) assist Hap S. Stephen, CMI Entities' Chief Restructuring
Advisor, in the performance of its duties as set out in
the CMI CRA Agreement;
(f) advise the CMI Entities in their development and
implementation of the CMI Plan and any amendments to the
CMI Plan;
(g) assist the CMI Entities, to the extent required by the CMI
Entities, with the holding and administering of creditors'
or shareholders' meetings for voting on the CMI Plan, as
applicable;
(h) have full and complete access to the CMI Property,
including the premises, books, records, data, including
data in electronic form, and other financial documents of
the CMI Entities, to the extent that is necessary to
adequately assess the CMI Entities' business and financial
affairs or to perform its duties arising under the Order;
(i) be at liberty to engage independent legal counselor other
persons as the Monitor deems necessary or advisable
respecting the exercise of its powers and performance of
its obligations under the Order;
(j) monitor and, if necessary, report to the Court on any
matters pertaining to the provision of the Shared Services
in accordance with the Order; and
(k) perform other duties as are required by the Order or by
the Ontario Court from time to time.
The Monitor will not take possession of the CMI Property and will
take no part whatsoever in the management or supervision of the
management of the CMI Business and will not, by fulfilling its
obligations hereunder, be deemed to have taken or maintained
possession or control of the CMI Business or the CMI Property, or
any part of it.
The Monitor will not, as a result of the Order or anything done
in pursuance of the Monitor's duties and powers, be deemed to
be in possession of any of the CMI Property within the meaning of
any Environmental Legislation, unless it is actually in
possession.
The Monitor will incur no liability or obligation as a result of
its appointment or the carrying out of the provisions of the
Order, save and except for any gross negligence or willful
misconduct on its part.
The Monitor, counsel to the Monitor, counsel to the CMI
Entities, counsel and the financial advisor to the Special
Committee, counsel to the Management Directors, the CMI CRA, the
Financial Advisor and the Committee Advisors will be entitled to
the benefit of and are granted a charge on the CMI Property,
which charge will not exceed an aggregate amount of $15,000,000
as security for their reasonable professional fees and
disbursements incurred at their respective standard rates and
charges in respect of the services, both before and after the
making of the Order.
About Canwest Global
Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- 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 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.
On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act. The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.
On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.
Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel. The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.
In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.
Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News. The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
CANWEST GLOBAL: Monitor Asks U.S. Court to Recognize CCAA Cases
---------------------------------------------------------------
FTI Consulting Canada, Inc., as court-appointed monitor and
foreign representative of Canwest Global Communications Corp. and
its affiliates asks the U.S. Bankruptcy Court for the Southern
District of New York to recognize the proceedings before the
Canadian Companies' Creditors Arrangement Act as foreign main
proceedings.
Evan D. Flaschen, Esq., at Bracewell & Guiliani LLP, in New York,
tells the U.S. Court that the center of main interests, or
"COMI," for each of the U.S. Debtors is in Canada. The U.S.
Debtors are companies organized under Canadian federal or
provincial law and all have registered offices in Canada.
Therefore, pursuant to Section 1516(c) of the Bankruptcy Code, in
the absence of evidence to the contrary, the U.S. Debtors are
entitled to the presumption that their COMI is in Canada, she
asserts.
Even without the presumption, however, the fact that the U.S.
Debtors' COMI is in Canada is manifest, Mr. Flaschen argues.
Mr. Flaschen points out that the U.S. Debtors conduct
substantially all of their operations in Canada. The Canadian
television broadcasting operations that are owned directly or
indirectly by the U.S. Debtors and the Television Partnership,
which include the Global Television Network and all of Canwest's
subscription-based specialty television channels, are
headquartered at 121 Bloor Street East and 81 Barber Greene Road
in Toronto, Ontario, Canada.
Mr. Flaschen points to these additional factors make clear that
the U.S. Debtors' corporate hub and COMI is also in Canada,
including:
a) Canwest Global is a public company continued under the
Canada Business Corporations Act, R.S., 1985, c. C-44.
b) Canwest Global operates out of Canwest Place, 31st Floor,
201 Portage Avenue, Winnipeg, Manitoba, Canada. CMI,
4501063 and Canwest Television are, directly or
indirectly, wholly-owned subsidiaries of Canwest Global,
are companies formed under the laws of Manitoba and all
operate from the same address in Canada as Canwest Global.
Canwest Broadcasting, which is 99.9% owned by the
Television Partnership, is a company formed under the laws
of Quebec and operates there.
c) The books and records of each of the U.S. Debtors are
maintained in Winnipeg, Manitoba, Canada and Toronto,
Ontario, Canada.
d) The corporate tax returns of each of the Debtors are filed
in Canada.
e) Corporate governance of each of the U.S. Debtors is
conducted from Canada -- meetings of Canwest Global's Board
of Directors are primarily held in Canada and all of the
directors and executive management of each of the U.S.
Debtors are residents in Canada.
f) The assets of each of the U.S. Debtors are primarily
located in Canada.
g) Certain of the U.S. Debtors own real property assets
located in Canada.
h) Substantially all of the employees of the U.S. Debtors are
located in Canada and are paid on Canadian payroll.
i) The compensation and benefits paid to substantially all of
the employees of the U.S. Debtors are regulated in Canada.
j) The human resources functions of each of the U.S. Debtors
are administered in Canada.
k) Canwest Global's subordinate voting shares and its non
voting shares are publicly traded on the Toronto Stock
Exchange.
l) 66-2/3% of each of the U.S. Debtors' voting shares must be
held by Canadian persons.
m) all of Canwest Global's multiple voting shares are held by
Canadian persons.
Moreover, Mr. Flaschen asserts that recognizing the Canadian
Proceedings would not be manifestly contrary to the public policy
of the United States under Section 1506 of U.S. Bankruptcy Code.
In fact, he contends, granting recognition will promote the
public policy of the U.S. of respecting foreign proceedings as
articulated in, inter alia, Sections 1501(a) and 1508 of the
Bankruptcy Code.
Judge Bernstein will convene a hearing on November 3, 2009, to
consider the Foreign Representative's request for recognition.
About Canwest Global
Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- 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 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.
On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act. The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.
On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.
Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel. The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.
In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.
Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News. The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
CANWEST GLOBAL: TSX Reviews Continued Listing of Shares
-------------------------------------------------------
The Toronto Stock Exchange said on October 6, 2009, that it is
reviewing the subordinate voting shares and the non-voting shares
of CanWest Global Communications Corp. with respect to meeting the
continued listing requirements. The Company is being reviewed on
an expedited basis. In addition, the Securities have been
suspended from trading effective immediately.
About Canwest Global
Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- 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 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.
On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act. The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.
On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.
Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel. The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.
In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.
Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News. The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
CAPITAL TITLE GROUP: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Capital Title Group, Inc.
5600 Cox Road
Glen Allen, VA 23060
Case No.: 09-36626
Chapter 11 Petition Date: October 12, 2009
Court: United States Bankruptcy Court
Eastern District of Virginia (Richmond)
Debtor's Counsel: John H. Maddock III, Esq.
McGuireWoods LLP
One James Center, 901 E. Cary St.
Richmond, VA 23219-4030
Tel: (804) 775-1178
Email: jmaddock@mcguirewoods.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by G. William Evans, the company's
president and chief financial officer.
Debtor's List of 7 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Klaudia Kontrimas
c/o Cohelan Khoury & Siner
Attn: Timothy D. Cohelan &
Isam C. Khoury
605 C Street, Suite 200
San Diego, CA 92101-5305
and Legal $380,500
Klaudia Kontrimas
c/o Law Offices of Michael
J. Procopio
2677 N. Main Street, Suite 860
Santa Ana, CA 92705
The Realty Associates Fund
VIII LP
and Lease $39,692
The Realty Associates Fund
VIII LP
c/o TA Associates Realty
Attn: Asset Mgr.-200 E.
Sandpoint
Matthews, Gold, Kennedy & Trade Debt $27,935
Snow, Inc.
Lloyd Square Associates LLC Lease $6,516
Executive Center Rancho
Bernardo, L.P.
and Lease $6,422
Executive Center Rancho
Bernardo, L.P.
Chubb & Son, a division of Trade Debt $2,477
Federal Insurance Company
Beau Street Associates, Inc. Legal Unknown
Trading As Beau Street
Associates Limited
Partnership And JBP
Holdings, LLC, Trading as
Millcraft Center Limited
Partnership
c/o Matthew F. Burger
Susan A. Yohe
CAPMARK FINANCIAL: May File for Bankruptcy Next Week
----------------------------------------------------
Capmark Financial Group Inc. will file for bankruptcy possibly by
the end of next week, Caroline Humer at Reuters reports, citing a
person familiar with the matter. According to Reuters, the source
said that Capmark Financial is in talks with lenders, bondholders,
and the Federal Deposit Insurance Company that will result in a
filing by the end of October at the latest.
Reuters relates that Kohlberg Kravis Roberts & Co KKR.UL, Goldman
Sachs Group, and Five Mile Capital, which acquired Capmark in
March 2006 for $1.5 billion in cash plus more than $7 billion in
debt at the peak of the housing market, won't get paid.
Capmark Financial, according to Reuters, will give up control to
its creditor group, which is made up of more than 50 banks and
more than 50 hedge funds among others.
Restructuring
Capmark Financial on September 2 reported a net loss of
$1.6 billion for the quarter ended June 30, 2009 compared with a
net income of $11.5 million for the quarter ended June 30, 2008.
Capmark said September it has been in discussions with its lenders
and the representatives of a number of senior noteholders
regarding a restructuring of its primary debt obligations. As
part of a longer-term restructuring, Capmark has been exploring
strategic alternatives for all of its businesses. Capmark said
restructuring efforts may include a reorganization under Chapter
11 of the U.S. Bankruptcy Code, the sale of certain additional
businesses and/or a material contribution of cash and/or assets
into Capmark Bank, Capmark's wholly-owned industrial bank
subsidiary chartered by the State of Utah.
Capmark has entered into an asset-put agreement with Warren
Buffett's Berkshire Hathaway Inc. that gives it the right to sell
its North American servicing and mortgage-banking businesses.
About Capmark Financial
Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets. Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing. Capmark operates in North America, Europe and
Asia.
* * *
In September 2009, Fitch Ratings downgraded the long-term Issuer
Default Ratings of Capmark Financial Group to 'C' from 'B-' and
Capmark Bank to 'CC' from 'B-'. An IDR of 'C' indicates that
default of some kind appears imminent or inevitable. Standard &
Poor's Ratings Services also lowered its ratings on Capmark,
including lowering the local-currency, long-term corporate credit
rating on the company to 'CC' from 'B-'. Capmark Financial
carries a 'Caa1' rating from Moody's.
Capmark has total assets of $20 billion against total debts of
$21 billion as of June 30, 2009.
CARITAS HEALTH: Court Extends Plan Filing Period to February 1
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended the exclusive periods in which Caritas Health Care, Inc.,
and its debtor-affiliates must file a Chapter 11 plan and solicit
acceptances until Feb. 1, 2010, and April 2, 2010.
Caritas Health Care Inc. is the owner of Mary Immaculate Hospital
and St. John's Queens Hospital. Caritas, created by Wyckoff
Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York. St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.
Caritas Health Care and eight of its affiliates filed for
Chapter 11 on Feb. 6, 2009 (Bankr. E.D.N.Y., Lead Case No. 09-
40901). Jeffrey W. Levitan, Esq., and Adam T. Berkowitz, Esq., at
Proskauer Rose, LLP, represent the Debtors in their restructuring
effort. Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at
Alston & Bird LLP, represent the official committee of unsecured
creditors. Caritas in its bankruptcy petition estimated assets of
$50 million to $100 million, and debts of $100 million to
$500 million.
CHAPARRAL ENERGY: John Catsimatidis to Acquire Assets for $1.6BB
----------------------------------------------------------------
Forbes reports that real estate tycoon John Catsimatidis will
acquire Chaparral Energy, Inc., for $1.6 billion. Forbes relates
that Mr. Catsimatidis' United Refining Energy will put up
$450 million in cash and assume $1.1 billion to $1.2 billion in
Chaparral's debt. The new company will retain the Chaparral name,
and will seek a new listing on the New York Stock Exchange, Forbes
says, citing Mr. Catsimatidis.
Oklahoma City, Oklahoma-based Chaparral Energy, Inc. is an
independent oil and natural gas company engaged in the production,
acquisition and exploitation of oil and natural gas properties.
Its areas of operation include the Mid-Continent, Permian Basin,
Gulf Coast, Ark-La-Tex, North Texas and the Rocky Mountains. The
company -- http://www.chaparralenergy.com/-- maintains a
portfolio
of proved reserves, development and exploratory drilling
opportunities, and enhanced oil recovery (EOR) projects. As of
Dec. 31, 2007, Chaparral had estimated proved reserves of
987 billion cubic feet of natural gas equivalent (Bcfe). Its
reserves were 65% proved developed and 60% crude oil. The company
also had an average daily production of 111.3 million cubic feet
of natural gas equivalent (MMcfe) during the year.
As reported by the TCR on April 29, 2009, Moody's Investors
Service downgraded Chaparral Energy, Inc.'s $325 million of senior
unsecured notes due 2015 and $325 million of senior unsecured
notes due 2017 to Ca (LGD 5, 76%) from Caa3 (LGD 5, 76%). Moody's
also downgraded Chaparral's Corporate Family Rating to Caa3 from
Caa2 and its Probability of Default Rating to Caa3 from Caa2.
Chaparral's Speculative Grade Liquidity rating remains at SGL-4.
This concludes the review for downgrade begun on December 19, 2008
reflecting weak liquidity and high leverage. The outlook is
negative.
CHARTER COMMS: Needs to Have Plan Declared Effective Today
----------------------------------------------------------
Prior to the Debtors' filing of their petitions in the Bankruptcy
Court and as part of their pre-arranged joint plan of
reorganization, certain of the Debtors entered into separate
restructuring agreements with certain noteholders and with Paul G.
Allen, Charter's chairman and primary shareholder. The parties
subsequently amended the Restructuring Agreements, which would
have been subject to termination if the Plan's effective date did
not occur on September 30, 2009.
On October 5, 2009, Charter Communications, Inc., disclosed in a
regulatory filing with the Securities and Exchange Commission that
the parties entered into a "Second Amendment to the Restructuring
Agreement" so that each of the restructuring agreements, as
amended, are now subject to termination if the Effective Date will
not have occurred by October 14, 2009.
A full-text copy of the executed version of the Second Amendment
to the Restructuring Agreement may be accessed for free at:
http://bankrupt.com/misc/CCI_RestructuringAgreements_092909.pdf
To recall, the Confirmation Hearing on the Debtors' Plan commenced
July 20, 2009, and continued until September 8, 2009, and then
subsequently adjourned to various dates, the latest of which was
October 1, 2009, to allow attorneys from objecting banks J.P.
Morgan Chase Bank, N.A., and Wells Fargo to conduct their closing
arguments.
The Debtors' Plan is premised on a global settlement with Mr.
Allen, and is supported by the members of an Unofficial Crossover
Committee representing the interests of Holders of CCH I Notes and
CCH II Notes. Charter seeks to reinstate billions in debt under
the Plan. Some lenders and other objecting parties led by
JPMorgan, however, challenged the provisions of the Plan. Mr.
Allen's role in Charter's debt restructuring is under scrutiny
since distributions are being provided to him on account of his
equity interests in Charter, in direct violation of the absolute
priority rule. Also in question is the Plan's provision that Mr.
Allen will be paid around $200 million, based on his having
provided the company with between $2 billion and $3 billion of
value.
About Charter Communications
Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States. Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R). Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone. Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.
Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435). As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000. Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.
Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.
The Hon. James M. Peck presides over the cases. Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the
Debtors' independent auditors. The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims
agent is Kurtzman Carson Consultants LLC.
Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News. The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
CHARTER COMMS: Parties Object to Cure to Pole Attachment Deals
--------------------------------------------------------------
Creditors Entergy Arkansas, Inc.; Entergy Texas, Inc.; Entergy
Gulf States Louisiana, L.L.C.; Entergy Louisiana, LLC; and Entergy
Mississippi, Inc., jointly file a notice of cure objections to the
proposed cure amount in connection with the Debtors' assumption of
Entergy's contracts with the Debtors, known as "pole attachment
agreements."
Sarah M. Chen, Esq., at Locke Lord Bissell & Liddell LLP, in New
York, relates that pursuant to the Debtors' plan of
reorganization, counterparties may file a cure objection to the
extent that the parties disagree with the treatment of "Cure" as
proposed by the Debtors, or wish to raise other issues with
respect to contract assumption.
Under the Contracts, Entergy allows the Debtors the use of utility
poles with certain terms and conditions, in exchange for monthly
rental charges. Generally, under the Contracts, the Debtors owe
Entergy various duties and obligations, including duties of
indemnity for certain claims that may be asserted by third parties
for personal injury and other damages that may arise from the
Debtors' use of the utility poles. In addition, under the
Contracts, the Debtors owe Entergy duties to pay and reimburse
Entergy for damages caused to Entergy's utility poles, facilities
and other equipment.
Ms. Chen tells the Court that some Pole Charges owed by the
Debtors are outstanding and in default:
Pole
Charge
Entergy Party Debtor Party Default
------------- ------------ -------
Entergy Louisiana, LLC Charter Comm. LLC $89,634
Entergy Arkansas, Inc. Falcon Telecable 71,689
Entergy Louisiana, LLC Falcon Telecable 50,680
Entergy Louisiana, LLC Helicon Partners I LP 18,126
Entergy Mississippi Inc. Charter Comm. LLC 5,208
Ms. Chen asserts that the Pole Charge Defaults' specific amounts
as listed are due and owing as Cure, and that the Contracts cannot
be assumed absent full payment of these amounts. She also
contends that all Indemnity Obligations and Damage Obligations as
set forth in the Contracts must be assumed in full by the Debtors
in order for the Debtors to assume the Contracts.
To the extent that the proposed assumption represents Cure,
Entergy argues that full assumption of all Indemnity Obligations
and Damage Obligations is due as Cure. Entergy, hence, asserts
that the Debtors owe (i) Indemnity Obligations for defense and
indemnity for all defense costs and liability incurred by Entergy,
and (ii) Damage Obligations for damages to Entergy facilities, in
connection with these claims asserted against Entergy:
Entergy Party Debtor Claims Asserted
------------- ------ ---------------
Entergy Arkansas Charter Yvonne McGuire, Ind. and as
Inc. Comm. LLC Parent of Matt Owens, a
Minor v. Glen Hogue, et al.
(Circuit Court of Saline
County, State of Arkansas).
Entergy Charter In re State Farm Mutual
Louisiana, LLC Comm. LLC Automobile Ins. Co. v.
Preferred Transport Co., et
al., Case No. 44487A (7th
Judicial District Court for
the Parish of Concordia,
State of Louisiana).
Entergy Charter Aubrey Smith, et al. v.
Louisiana, LLC Comm. LLC Entergy Corp. et al. Case
No. 2007-0002331 (21st
Judicial District Court for
the Parish of Tangipahoa,
State of Louisiana).
Entergy Charter Naomi Carmouche, Ind. and on
Louisiana, LLC Commm. LLC Behalf of her Minor Child,
Grace Carmouche v. Entergy
Louisiana, Case No. 2009-
3852B (12th Judicial
District Court for the
Parish of Avoyelles, State
of Louisiana), removed to
federal court under the
caption Naomi Carmouche v.
Entergy Louisiana, Case No.
09-cv-1474 (U.S. District
Court, Western District of
Louisiana).
The claims made against Entergy in the lawsuits are disputed and
have not been liquidated, and Entergy reserves all rights with
respect the claims.
Entergy tells the Court that the Debtors' assumption of the
Contracts must be conditioned on full payment of the Pole Charge
Defaults and full assumption and payment of the Indemnity
Obligations and Damage Obligations.
About Charter Communications
Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States. Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R). Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone. Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.
Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435). As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000. Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.
Charter filed its Chapter 11 petitions to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.
The Hon. James M. Peck presides over the cases. Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the
Debtors' independent auditors. The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims
agent is Kurtzman Carson Consultants LLC.
Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News. The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
CHRYSLER LLC: Offers Early Payment in Return for Tax Cuts
---------------------------------------------------------
Old CarCo LLC, formerly Chrysler LLC, is seeking approval from the
Bankruptcy Court to settle tax claims absent further order of the
Court. According to Bill Rochelle at Bloomberg News, Old Chrysler
said in court papers filed last week that it currently owes $14
million in local taxes on 21 facilities that weren't sold to New
Chrysler, the automaker 20%-owned by Italy's Fiat SpA. The taxes
include real estate and personal property taxes. Chrysler says
some localities, facing financial problems of their own, are
willing to accept lower taxes in return for quicker payment. In
other situations, localities may be willing to compromise on taxes
to insure payments that might be higher than would result from
protests over assessments.
The Court will convene a hearing to consider approval of the
proposal on October 22.
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)
CIT GROUP: CEO Jeffrey Peek to Leave Post by End of Year
--------------------------------------------------------
Jeffrey M. Peek has informed the Board of Directors that he plans
to resign as CIT Group Inc.'s Chairperson and Chief Executive
Officer from CIT effective December 31, 2009. The Board is
forming a Search Committee to oversee the recruitment process and
ensure a smooth leadership transition at the Company.
"CIT's recently launched restructuring plan is designed to enhance
its capital levels, bolster liquidity and return the Company to
profitability," said Mr. Peek. "By strengthening CIT's financial
position, the Company will advance its bank-centric model and
invigorate its market-leading franchises which support the small
business and middle market sectors of the economy. Now is the
appropriate time to focus on a transition of leadership, and I
look forward to working closely with our Board during that
process."
Vice Admiral John Ryan, Lead Director, speaking on behalf of the
Board of Directors, said, "We are grateful for Jeff's many
contributions to the Company. He has exhibited remarkable
commitment and resolve while also providing invaluable leadership
during a challenging period. We are pleased that Jeff has
committed to remain fully engaged as CEO through the end of the
year, and he will continue to have our complete support as we
conduct the search for his successor."
CIT Inches Closer to Bankruptcy
Citing people familiar with the matter, Dan Wilchins and Paritosh
Bansal at Reuters report that CIT is seeing little interest from
bondholders in its debt exchange offer, making bankruptcy
increasingly likely. According to the report, the sources said
that CIT is more likely to try a prepackaged bankruptcy.
Investors in CIT securities said that the Company may not find
enough debtholder approval for a prepackaged bankruptcy.
Restructuring Plan
CIT Group, on July 29, 2009, entered into a credit agreement,
with Barclays Bank PLC, as administrative agent and collateral
agent, and the lenders party thereto, for loans of up to
$3 billion. In connection with the credit agreement, CIT Group
was required to adopt a restructuring plan acceptable by lenders
starting October 1, 2009.
CIT Group on October 1 announced that it has commenced a
restructuring of its capital structure that has been approved by
the Company's Board of Directors and by the Steering Committee of
CIT's bondholders. The announcement is an important step in a
comprehensive restructuring plan to enhance CIT's capital levels,
improve its liquidity and return the Company to profitability.
Under the plan, CIT Group Inc. and CIT Group Funding Company of
Delaware LLC (Delaware Funding) are launching exchange offers for
certain unsecured notes. Under CIT's restructuring plan, holders
of $1,000 of old notes maturing in 2009 will receive $900 in New
Notes and 0.40749 shares of new preferred stock; in 2010 will
receive $850 in new notes and 1.22248 shares of new preferred
stock; in 2011 and 2012 will receive $800 in new notes and 2.03746
shares of new preferred stock; in 2013 through 2017 and in 2036
will receive $700 in new notes and 3.25993 shares of new preferred
stock; in 2018 will receive 4.07492 in shares of new preferred
stock; and in 2067 will receive 2.03746 shares of new preferred
stock. The Offers will expire at 11:59 p.m., (prevailing Eastern
Time), on October 29, 2009.
The Company said that if it does not achieve the objectives of the
exchange offers, it may decide to initiate a voluntary filing
under Chapter 11 of the U.S. Bankruptcy Code. Therefore, the
Company is concurrently soliciting bondholders and other holders
of CIT debt to approve a prepackaged plan of reorganization. The
Company has been informed by advisors to the Steering Committee
that, subject to review of the offering memorandum, approximately
$10 billion of outstanding unsecured indebtedness have already
indicated their intention to participate in the exchange offer or
vote for the prepackaged plan of reorganization.
About CIT Group Inc.
CIT Group Inc. (NYSE: CIT) -- 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.
CITIGROUP INC: Reports 3% Equity Stake in Bell Microproducts
------------------------------------------------------------
Citigroup Global Markets Inc.; Citigroup Financial Products Inc.;
Citigroup Global Markets Holdings Inc.; and Citigroup Inc.
disclosed holding 970,572 shares or roughly 3.0% of the common
stock of Bell Microproducts, Inc.
Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management. At June 30, 2009, Citigroup had
total assets of $1.84 trillion and total liabilities of
$1.69 trillion.
As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC. The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.
Citigroup, the third-biggest U.S. bank, received $52 billion in
bailout aid. Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.
Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.
CJSC AUTOMATED: Voluntary Chapter 15 Case Summary
-------------------------------------------------
Chapter 15 Petitioner: CJSC Automated Services
Chapter 15 Debtor: CJSC Automated Services
aka ZAO Automated Services
aka CJSC Rinuan
aka ZAO Rinuan
c/o Dewey and LeBouef LLP
1301 Avenue of the Americas
New York, NY 10019
Chapter 15 Case No.: 09-16064
Type of Business: The Debtor sells vending machines.
Chapter 15 Petition Date: October 9, 2009
Court: Southern District of New York (Manhattan)
Judge: James M. Peck
Chapter 15 Petitioner's Counsel: Samuel S. Kohn, Esq.
Dewey & LeBoeuf LLP
125 West 55th Street
New York, NY 10019
Tel: (212) 424-8657
Fax: (212) 649-3957
Email: skohn@dl.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
CLOROX CO: NBIM Seeks Appointment of Independent Chairman
---------------------------------------------------------
Norges Bank Investment Management has submitted a shareholder
proposal to The Clorox Company requiring that the company have an
independent chairman.
NBIM holds assets in excess of US$400 billion globally, of which
US$66 billion is invested in US equities.
The general meeting of Clorox Co. will be on November 18, 2009.
At that meeting, shareholders will vote on the proposal submitted
by NBIM to amend the company's bylaws to require that the chairman
of the board of directors be independent from the company.
"NBIM is a long term shareholder and makes active use of its
ownership rights in order to help safeguard financial wealth for
future generations by promoting good corporate governance and
encouraging high ethical, social and environmental standards at
companies it is invested in," said Anne Kvam, NBIM's Global Head
of Corporate Governance.
NBIM held that sound corporate governance is a prerequisite for
long term value creation. In that context, the composition of the
Board should be such that it represents all stockholders to whom
it is accountable. The roles of Chairman of the Board and CEO are
fundamentally different and should not be held by the same person.
There should be a clear division of the responsibilities between
these positions to ensure a balance of power and authority on the
board. "This is a fundamental principle of good corporate
governance that we seek globally for our portfolio companies,"
said Ms. Kvam.
According to NBIM, the board should be led by an independent
Chairman and be in a position to make independent evaluations and
decisions, hire management, set a remuneration policy that
encourages good performance, provide strategic direction and have
the support to take long-term views in the development of business
strategies. An independent Chairman is better able to oversee and
give guidance to Corporation executives and help prevent conflict
or the perception of conflict. This will in turn effectively
strengthen the system of checks-and-balances within the corporate
structure and protect stockholder value.
"In our current challenging markets, we believe that an
independent Chairman is essential. An independent chairman will
be an asset to the company when the board must make the necessary
strategic decisions and prioritizations ahead to sustain a strong
share price and to create shareholder value over time," said Ms.
Kvam.
Annual Stockholders' Meeting
The 2009 Annual Meeting of Clorox's Stockholders will be held at
9:00 a.m. Pacific time on Wednesday, November 18, 2009, at the San
Ramon Marriott Hotel, 2600 Bishop Ranch Drive, San Ramon, CA
94583, for these purposes:
1. To elect 11 directors to serve until the 2010 Annual
Meeting;
2. To ratify the selection of Ernst & Young LLP as the
Company's independent registered public accounting firm
for the fiscal year ending June 30, 2010;
3. To consider and act upon one stockholder proposal if
properly presented at the Annual Meeting; and
4. To consider and act upon such other business as may
properly come before the Annual Meeting or any adjournment
thereof.
The board of directors has fixed the close of business on
September 21, 2009, as the record date for determining the
stockholders entitled to notice of, and to vote at, the Annual
Meeting and any adjournment thereof.
Full-text copies of proxy materials are available at no charge at:
http://ResearchArchives.com/t/s?46da
http://ResearchArchives.com/t/s?46db
About Clorox Company
Based in Oakland, California, The Clorox Company (NYSE: CLX) --
http://www.TheCloroxCompany.com/-- manufactures and markets of
consumer products with fiscal year 2009 revenues of $5.5 billion.
Clorox markets some of consumers' most trusted and recognized
brand names, including its namesake bleach and cleaning products,
Green Works(R) natural cleaners, Armor All(R) and STP(R) auto-care
products, Fresh Step(R) and Scoop Away(R) cat litter, Kingsford(R)
charcoal, Hidden Valley(R) and K C Masterpiece(R) dressings and
sauces, Brita(R) water-filtration systems, Glad(R) bags, wraps and
containers, and Burt's Bees(R) natural personal care products.
With roughly 8,300 employees worldwide, the company
manufactures products in more than two dozen countries and markets
them in more than 100 countries.
Clorox unveiled an upside-down balance sheet at June 30, 2009.
Clorox had $4.57 billion in total assets and $4.75 billion in
total liabilities, resulting in $175 million stockholders' deficit
as of June 30, 2009.
COLONIAL BANCGROUP: Bofa Appeals Fdic & Taylor Loan Deal
--------------------------------------------------------
Law360 reports that Bank of America Corp. has appealed a
bankruptcy judge's approval of a mortgage loan agreement between
Taylor Bean & Whitaker Mortgage Corp. and the Federal Deposit
Insurance Corp. in its role as the receiver for Colonial BancGroup
Inc., claiming the deal violates an injunction Bank of America has
secured in a separate case against Colonial related to
approximately $1 billion in cash and loans.
Headquartered in Montgomery, Alabama, The Colonial BancGroup
(NYSE: CNB) provides diversified financial 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.
On August 14, 2009, Colonial BancGroup's banking unit Colonial
Bank, Montgomery, AL, was closed by the Alabama State Banking
Department and the Federal Deposit Insurance Corporation was named
receiver. The FDIC sold most of the assets to Branch Banking and
Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion
in assets and assumed $20 billion in deposits of the Bank.
Colonial BancGroup filed for Chapter 11 bankruptcy protection on
August 25, 2009 (Bankr. M.D. Ala. 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.
COOPER-STANDARD: 11 Units' Schedules and Statements
---------------------------------------------------
Eleven debtor affiliates of Cooper-Standard Holdings Inc. filed
their schedules of assets and liabilities, and statements of
financial affairs with the U.S. Bankruptcy Court for the District
of Delaware:
Debtor Assets Liabilities
------ ----------- -----------
Cooper-Standard Automotive OH, LLC $692,813,591 $140,039,644
See http://bankrupt.com/misc/CSAutomotiveOHSAL.pdf
See http://bankrupt.com/misc/CSAutomotiveOHSOFA.pdf
Cooper-Standard Automotive FHS Inc. $169,002,508 $36,730,179
See http://bankrupt.com/misc/CSFHSSAL.pdf
See http://bankrupt.com/misc/CSFHSSOFA.pdf
CS Automotive LLC $98,556,877 $0
See http://bankrupt.com/misc/CSAutomotiveLLCSAL.pdf
See http://bankrupt.com/misc/CSAutomotiveLLCSOFA.pdf
NISCO Holding Company $37,099,223 $12,641,835
See http://bankrupt.com/misc/NISCOSAL.pdf
See http://bankrupt.com/misc/NISCOSOFA.pdf
Cooper-Standard Automotive NC LLC $32,951,618 $33,048,029
See http://bankrupt.com/misc/CSAutomotiveNCSAL.pdf
See http://bankrupt.com/misc/CSAutomotiveNCSOFA.pdf
Westborn Service Center, Inc. $27,850,884 $24,793,434
See http://bankrupt.com/misc/WestbornSAL.pdf
See http://bankrupt.com/misc/WestbornSOFA.pdf
North American Rubber Incorporated $8,182,725 $7,172,944
See http://bankrupt.com/misc/NARISAL.pdf
See http://bankrupt.com/misc/NARISOFA.pdf
CSA Services Inc. $3,010,683 $2,308,403
See http://bankrupt.com/misc/CSAServicesSAL.pdf
See http://bankrupt.com/misc/CSAServicesSOFA.pdf
Stantech, Inc. $0 $2,583,964
See http://bankrupt.com/misc/StantechSAL.pdf
See http://bankrupt.com/misc/StantechSOFA.pdf
Sterling Investments Company $821 $0
See http://bankrupt.com/misc/SterlingSAL.pdf
See http://bankrupt.com/misc/SterlingSOFA.pdf
Cooper-Standard Automotive
Fluid Systems Mexico Holding LLC $0 $0
See http://bankrupt.com/misc/CSMexicoSAL.pdf
See http://bankrupt.com/misc/CSMexicoSOFA.pdf
About Cooper-Standard
Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, 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
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive 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)
COOPER-STANDARD: Holdings' Schedules of Assets and Liabilities
--------------------------------------------------------------
A. Real Property 0
B. Personal Property
B.1 Cash on hand 0
B.2 Bank Accounts 0
B.3 Security Deposits 0
B.4 Household goods 0
B.5 Collectibles 0
B.6 Wearing apparel 0
B.7 Jewelry 0
B.8 Firearms, other hobby equipment 0
B.9 Interests in Insurance Policies Undetermined
See http://bankrupt.com/misc/Cooper_b9_insurance.pdf
B.10 Annuities 0
B.11 Interests in an education IRA 0
B.12 Interests in IRA, ERISA or other Pension Plans 0
B.13 Business Interests and stocks 0
100% ownership interest in CSAI (336,142,200)
B.14 Interests in partnerships 0
B.15 Government and Corporate Bonds 0
B.16 Accounts Receivable
Intercompany Settlement (CS Automotive Inc.) 3,618,922
Intercompany Balance (CS Automotive Inc.) 68,982,721
B.17 Alimony, support 0
B.18 Other Liquidated Debts 0
B.19 Equitable or future interests, life estates 0
B.20 Other contingent, unliquidated claims 0
B.21 Intellectual Property 0
B.22 Patents 0
B.23 Licenses 0
B.24 Customer List 0
B.25 Vehicles 0
B.26 Boats, motors, accessories 0
B.27 Aircraft and accessories 0
B.28 Office equipment, furnishings and supplies 0
B.29 Machinery 0
B.30 Inventory 0
B.31 Animals 0
B.32 Crop 0
B.33 Farming equipment & implements 0
B.34 Farm supplies 0
B.35 Other Personal Property 0
TOTAL SCHEDULED ASSETS ($263,540,557)
========================================================
C. Property Claimed as Exempt Not Applicable
D. Secured Claim Undetermined
E. Unsecured Priority Claims 0
F. Unsecured NonPriority Claim
TOTAL SCHEDULED LIABILITIES $0
========================================================
*** Cooper-Standard Holdings Inc. notes that its Schedules
contain unaudited information, which is subject to further
review and potential adjustment.
About Cooper-Standard
Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, 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
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive 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)
COOPER-STANDARD: Holdings' Statement of Financial Affairs
---------------------------------------------------------
Allen Campbell, vice-president and chief financial officer of
Cooper-Standard Holdings Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware the company's statement of
financial affairs on October 2, 2009.
CS Holdings' statement of financial affairs did not list any
income from the operation of its business or from other sources
within two years prior to its bankruptcy filing.
Mr. Campbell disclosed that CS Holdings made payment to an
insider, Cooper-Standard Automotive Inc., within a year before
the petition date. A list of the payments made is available for
free at http://bankrupt.com/misc/CooperPaymentInsider.pdf
He also disclosed that the company is a defendant of a lawsuit
filed by Cooper Tire & Rubber Company in the bankruptcy court.
Mr. Campbell reported that CS Holdings and its affiliated debtors
engage in asset sales of aged equipment or property of a de
minimis nature from time to time. He did not provide details but
said that additional information about the transfers would be
available upon request.
CS Holdings and its affiliates routinely incur certain set-offs
and other similar rights from suppliers and other creditors,
according to Mr. Campbell. He said that the set-offs are
consistent with the ordinary course of business in the Debtors'
industries and can be particularly voluminous, making it
burdensome and costly to list them down.
"Although such setoffs and other similar rights may have been
accounted for when scheduling certain amounts, setoffs are not
independently accounted for, and as such, are excluded from the
[statement of financial affairs]," Mr. Campbell said.
The Debtors also routinely hold goods and equipment owned by
third parties in the ordinary course of business. Tooling used
for the production of goods is often owned by the customer of the
products in the ordinary course of business, according to Mr.
Campbell.
"Due to the just-in-time supply method standard in the Debtors'
industry, goods are received frequently and often not immediately
taken in as inventory. In the ordinary course of business
consignment arrangements are standard in order to accommodate the
just-in-time supply method yet ensure adequate supply," he said.
Mr. Campbell further disclosed that The Cypress Group L.L.C. and
The Goldman Sachs Group Inc. are both equity holders of CS
Holdings, each holding 49.24% stock ownership in the company.
Within two years prior to CS Holdings' bankruptcy filing, these
firms audited the company's books of account and records or
prepared its financial statements:
Firms Dates Services Rendered
----- -----------------------
Ernst & Young, LLP August 2007 to August 2009
FTI May 2009 to June 2009
About Cooper-Standard
Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, 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
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive 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)
COOPER-STANDARD: Moody's Puts Ba2 Rating on $175MM DIP Loan
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Cooper-Standard
Automotive, Inc's $175 million Debtor-In-Possession term loan
facilities. The DIP Facilities consist of: a $75 million term
loan to Cooper-Standard Automotive, Inc. (the U.S. Borrower, and
U.S. debtor); a $50 million term loan to Cooper-Standard
Automotive Canada Limited (the Canadian Borrower, and non-U.S.
debtor ); and a $50 million term loan to Metzeler Automotive
Profile Systems GmbH (the German Borrower, and non-U.S. debtor).
Obligations under the Canadian and German facilities are
unconditionally guaranteed by Cooper-Standard and the bankruptcy
court has recognized claims under their guarantee as having a
super-priority status that ranks pari passu with the debtor-in-
possession term loan of Cooper Standard. The pre-petition senior
secured credit facility lenders also have agreed to be
subordinated to the DIP Facilities. The ratings are assigned on a
point-in-time basis and will not be monitored going forward.
On August 5, 2009, Cooper-Standard and certain subsidiaries of the
company's domestic and Canadian operations filed for U.S. and
Canadian bankruptcy protection. The U.S. Final DIP Order was
approved on September 1, 2009, permitting the full drawing by the
U.S. and Canadian Borrowers. The German Borrower is expected to
fully draw in 30-60 days subject to a third party solvency report
under German law. The DIP Facilities will be utilized, along with
cash on hand, to provide operating liquidity during Cooper-
Standard's Chapter 11 reorganization. The DIP Facilities mature
upon the earlier of 364-days from the Interim DIP Order approval
date of August 5,,2009 (with 90-day extensions subject to lender
approval), or the consummation of a reorganization plan.
Ratings Assigned:
Cooper-Standard Automotive Inc.
* $75 million debtor-in-possession term loan, Ba2
Cooper-Standard Automotive Canada Limited
* $50 million term loan, Ba2
Metzeler Automotive Profile Systems GmbH
* $50 million term loan, Ba2
Moody's assessment of debtor-in-possession risk focuses on certain
factors within Moody's Debtor-In-Possession rating methodology.
The assigned Ba2 rating represents the weighted average result of
these factors as outlined in the rating methodology.
High Probability of Emergence Over The Near-Term
Moody's believes that the financial restructuring expected to be
achieved through the bankruptcy process, combined with Cooper-
Standard's favorable competitive position, supports a high
probability of emergence over the near-term. Prior to the
company's bankruptcy filing, active negotiations were started with
the company's creditors. Moody's believes a conclusion to these
negotiations should support a successful emergence over the near-
term, subject to industry conditions. Management also has
indicated that compromising the company's non-debt legacy
liabilities is not a major part of the reorganization process. As
such, Moody's believes the reorganization process will focus on
the company's capital structure rather than implementing major
operational restructuring actions.
In the years prior to the bankruptcy filing the company
successfully closed excess production capacity and moved
operations to low cost countries. These actions helped to
mitigate margin pressures from ongoing pricing concession
requirements with major OEM customers, as well as the effects of
higher raw material costs and deterioration in automotive
production rates. While the company's actions initially supported
free cash flow generation, the company's financial condition was
exacerbated by the dramatic deterioration in global automotive
demand beginning in the 4th quarter of 2008 resulting in the need
to pursue a bankruptcy reorganization. Cooper-Standard will
continue to pay its post-petition trade creditor in the normal
course of business. The company is expected to remain a
competitive participant in the automotive parts supplier industry.
Moderate Structural Strength
The structure of Cooper-Standard's DIP Facilities creates a
moderate level of ability for the DIP Facility lenders to control
their exposure to the company. The U.S. and Canadian borrowings
will be secured by a first priority senior priming lien on all of
the property of the respective U.S. and Canadian debtors. The
German borrowings will have a first priority lien on substantially
all of its non-real property assets. The U.S., Canadian, and
German borrowing will benefit from a guarantee by Cooper-Standard
Holdings and all U.S. subsidiaries of the U.S. borrower on a
super-priority secured basis, and certain other foreign
guarantees. These features are a strong structural benefit.
However, a significant portion of Cooper-Standard's profitability
is generated from outside of its domestic operations by entities
which are not guarantors. Mitigating this lack of guarantees is
the DIP Facilities' benefit of the stock pledge of many of these
foreign subsidiaries. Another detractor is the relatively large
proportion of the collateral coverage support from non-current
assets ranging from 40-60% depending on the valuation approach.
The DIP Facilities have a moderately good covenant package
including a monthly minimum liquidity test, and quarterly minimum
EBITDA and maximum capital expenditure tests.
Strong Collateral Coverage
Moody's believes that the collateral securing the DIP Facilities
provides a strong likelihood of full recovery to the lenders of
the DIP Facilities in the event of a liquidation scenario. This
view considers the potential liquidation consideration for the
hard assets of the respective, U.S., Canadian, and German
borrowers and the going concern values of the company as a whole.
Moody's notes that the U.S. borrowings are structurally
subordinated to the local borrowings in Canada and Germany with
respect to the collateral securing the local borrowings, but that
the scale of local collateral relative to the total collateral
package is modest. Moody's has assessed that the excess
collateral value in the U.S. over the U.S. term loan should
compensate for collateral coverage risk at the Canadian and German
borrowers. Moody's estimates an overall DIP Facility coverage of
approximately 1.6x. Moody's sensitized assessment of these
valuations considered, among other things, the risk of a weaker or
delayed industry recovery that could adversely affect assumed
EBITDA generation, alternative valuation multiples, and
alternative discounts on hard asset valuations. Moody's also
considered the potential for the cash balances included in the
valuation of subsidiary companies to be at least partly consumed
in the event of a protracted downturn in industry conditions that
might be associated with a default under the DIP Facilities.
Moody's most recent rating action for Cooper-Standard was on
August 4, 2009, when the ratings were withdrawn following the
company's announcement that it had filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Cooper-Standard Automotive, Inc., headquartered in Novi, Michigan,
is a leading global manufacturer of fluid handling systems
(approximately 53% of revenues); and body sealing, and noise,
vibration, and harshness control systems (approximately 47%) for
automotive vehicles. The company sells about 80% of its products
directly to automotive original equipment manufacturers. Annual
revenues in 2008 were approximately $2.6 billion.
CRUSADER ENERGY: Resale to Gunn Set for Nov. 10 Approval
--------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Crusader Energy
Group Inc. will seek approval at a hearing on November 10 of the
buyback by Gunn Oil Co. and others of 75% working interest in
leases for almost 131,000 net acres of properties that they sold
to Crusader in July 2008. Crusader may seek to sell the assets to
another party if Gunn is outbid at the auction. An auction will
be held November 5 if competing bids are submitted.
The Gunn group will pay $400,000 cash while forgiving a $9.7
million obligation.
SandRidge Sale and Chapter 11 Plan
The Bankruptcy Court has authorized Crusader Energy Group to sell
substantially all assets at an auction where SandRidge Energy,
Inc., would be the lead bidder. All bids for the Debtors' assets
must be filed no later than 4:00 p.m., on Nov. 6, 2009, to Vinson
& Elkins LLP at Trammell Crow Center, 2001 Ross Avenue, Suite 3700
in Dallas, Texas. In addition, bid must provide for an aggregate
consideration valued as determined in the sole and absolute
discretion of the Debtors, of at least $500,000 greater than the
sum of (i) $7 million; (ii) the cash consideration under the stock
purchase agreement; and (iii) $186 million. The Debtors will
conduct an auction on Nov. 13, 2009, at 9:30 a.m.
According to the Troubled Company Reporter on Sept. 30, 2009,
SandRidge Energy has agreed purchase all of the shares of common
stock of reorganized Debtors, pursuant to the stock purchase
agreement, for:
-- $55 million in cash, subject to certain adjustments,
including reduction by approximately $90,000 per day from
and after Sept. 1, 2009, up to but excluding the Closing
Date;
-- 13,015,797 shares of SandRidge common stock, par value
$0.001 per share, subject to certain adjustments; and
-- warrants to purchase an aggregate of 2.0 million shares of
SandRidge Common Stock at an exercise price of $15.00 per
share during an exercise period ending five years after the
closing date of the transactions contemplated under the
Purchase Agreement.
The Cash Consideration will be paid to the liquidating trust
created under the plan of reorganization filed by the Crusader
Entities in the Bankruptcy Court on Sept. 22, 2009. Recipients of
the Stock Consideration and warrants will not be permitted to
dispose of such Stock Consideration or warrants for 180 days after
the Closing Date.
Deutsche Bank Securities advised SandRidge on the transaction.
Jefferies & Company, Inc., advised Crusader.
About Crusader Energy
Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. (Pink
Sheets: CKGRQ) -- http://www.ir.crusaderenergy.com/-- explores,
develops and acquires oil and gas properties, primarily in the
Anadarko Basin, Williston Basin, Permian Basin, and Fort Worth
Basin in the United States. It has working interests in more than
1,000 wells.
Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31797). The Debtors' financial condition as of
September 30, 2008, showed total assets of $749,978,331 and
total debts of $325,839,980.
Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the
Debtors as counsel. Jefferies & Company, Inc. acts as financial
adviser to Crusader in its Chapter 11 reorganization. BMC Group
Inc. is claims and notice agent. Holland N. Oneil, Esq., Michael
S. Haynes, Esq., and Richard McCoy Roberson, Esq., at Gardere,
Wynne & Sewell, represent the official committee of unsecured
creditors as counsel.
DELTA PETROLEUM: BlackRock Reports 0.73% Equity Stake
-----------------------------------------------------
BlackRock, Inc. -- on behalf of its investment advisory
subsidiaries BlackRock Advisors LLC; BlackRock Investment
Management, LLC; and BlackRock International Ltd. -- discloses
holding 2,029,825 shares or roughly 0.73% of Delta Petroleum Corp.
common stock.
Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas
exploration and development company. The Company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.
As of June 30, 2009, Delta had $1.66 billion in total assets; and
$366.5 million in total current liabilities and $463.8 million in
total long-term liabilities.
Going Concern Doubt
The Company had at June 30, 2009, a working capital deficiency of
$225.5 million, including $83.0 million outstanding under its
credit agreement and $83.3 million outstanding under the credit
agreement of DHS Drilling Company, the Company's 49.8% subsidiary.
The net loss and working capital deficiency, the Company said,
raises substantial doubt about the Company's ability to continue
as a going concern.
At June 30, 2009, the Company was in compliance with its quarterly
financial covenants under its credit agreement; however,
projections indicate that without an increase in Rocky Mountain
natural gas prices upon which the majority of the Company's
production is sold, the senior secured debt to EBITDAX ratio
covenant in its credit agreement could be violated within the next
12 months. The borrowing base under the Company's credit
agreement is to be redetermined effective September 1, 2009. A
decrease in the borrowing base determined by the lenders would
decrease the Company's remaining availability under the line of
credit.
DHS Default
At June 30, 2009, DHS was in not in compliance with its obligation
to provide to Lehman Commercial Paper, Inc., by March 31 of each
year audited financial statements reported on without a going
concern qualification or exception by the independent auditor and
DHS's previous forbearance agreement with LCPI expired on June 15,
2009. In addition, DHS was not in compliance with its various
financial covenants as of June 30, 2009. Although DHS is in
ongoing negotiations with LCPI to modify the terms of the existing
DHS credit facility, there can be no assurance that DHS will be
able to renegotiate the terms of its debt agreement. The DHS
facility is non-recourse to Delta.
* * *
As reported by the Troubled Company Reporter on March 3, 2009,
KPMG LLP in Denver, Colorado, raised substantial doubt about Delta
Petroleum Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the periods
ended December 31, 2008, and 2007. The auditors related that the
Company has suffered recurring losses from operations, has a
working capital deficiency, and was not in compliance with its
debt covenants at December 31, 2008.
According to the TCR on March 9, 2009, Moody's Investors Service
downgraded Delta Petroleum Corporation's (Delta) $150 million 7%
senior unsecured notes due 2015 to Ca (LGD 5, 78%) from Caa3 (LGD
5, 76%). Moody's also downgraded Delta's Corporate Family Rating
to Caa3 from Caa2 and its Probability of Default Rating to Caa3
from Caa2. Delta's Speculative Grade Liquidity rating remains at
SGL-4. Moody's said that the outlook is negative.
The TCR reported on March 6, 2009, Standard & Poor's Ratings
Services said that it lowered the corporate credit rating on
exploration and production company Delta Petroleum Corp. to 'CCC'
from 'B-'. S&P removed all ratings from CreditWatch with negative
implications where they were placed on January 16, 2009, because
of concerns about near-term liquidity and covenant compliance.
S&P said that the outlook is developing.
DELTA PETROLEUM: Michael Steinberg Reports 5.18% Equity Stake
-------------------------------------------------------------
Michael A. Steinberg disclosed holding 14,315,009 shares or
roughly 5.18% of Delta Petroleum Corp. common stock:
-- Mr. Steinberg may be deemed to have beneficial ownership
of the 12,556,909 Delta Petroleum shares -- roughly 4.54%
-- beneficially owned by Steinberg Asset Management, LLC,
as well as shares held by Michael A. Steinberg & Company,
Inc.
-- Mr. Steinberg also may be deemed to have beneficial
ownership of the shares held by Mr. Steinberg's wife and
children as well as securities held in trust for Mr.
Steinberg's children of which Mr. Steinberg is trustee.
About Delta Petroleum Corporation
Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas
exploration and development company. The Company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.
As of June 30, 2009, Delta had $1.66 billion in total assets; and
$366.5 million in total current liabilities and $463.8 million in
total long-term liabilities.
Going Concern Doubt
The Company had at June 30, 2009, a working capital deficiency of
$225.5 million, including $83.0 million outstanding under its
credit agreement and $83.3 million outstanding under the credit
agreement of DHS Drilling Company, the Company's 49.8% subsidiary.
The net loss and working capital deficiency, the Company said,
raises substantial doubt about the Company's ability to continue
as a going concern.
At June 30, 2009, the Company was in compliance with its quarterly
financial covenants under its credit agreement; however,
projections indicate that without an increase in Rocky Mountain
natural gas prices upon which the majority of the Company's
production is sold, the senior secured debt to EBITDAX ratio
covenant in its credit agreement could be violated within the next
12 months. The borrowing base under the Company's credit
agreement is to be redetermined effective September 1, 2009. A
decrease in the borrowing base determined by the lenders would
decrease the Company's remaining availability under the line of
credit.
DHS Default
At June 30, 2009, DHS was in not in compliance with its obligation
to provide to Lehman Commercial Paper, Inc., by March 31 of each
year audited financial statements reported on without a going
concern qualification or exception by the independent auditor and
DHS's previous forbearance agreement with LCPI expired on June 15,
2009. In addition, DHS was not in compliance with its various
financial covenants as of June 30, 2009. Although DHS is in
ongoing negotiations with LCPI to modify the terms of the existing
DHS credit facility, there can be no assurance that DHS will be
able to renegotiate the terms of its debt agreement. The DHS
facility is non-recourse to Delta.
* * *
As reported by the Troubled Company Reporter on March 3, 2009,
KPMG LLP in Denver, Colorado, raised substantial doubt about Delta
Petroleum Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the periods
ended December 31, 2008, and 2007. The auditors related that the
Company has suffered recurring losses from operations, has a
working capital deficiency, and was not in compliance with its
debt covenants at December 31, 2008.
According to the TCR on March 9, 2009, Moody's Investors Service
downgraded Delta Petroleum Corporation's (Delta) $150 million 7%
senior unsecured notes due 2015 to Ca (LGD 5, 78%) from Caa3 (LGD
5, 76%). Moody's also downgraded Delta's Corporate Family Rating
to Caa3 from Caa2 and its Probability of Default Rating to Caa3
from Caa2. Delta's Speculative Grade Liquidity rating remains at
SGL-4. Moody's said that the outlook is negative.
The TCR reported on March 6, 2009, Standard & Poor's Ratings
Services said that it lowered the corporate credit rating on
exploration and production company Delta Petroleum Corp. to 'CCC'
from 'B-'. S&P removed all ratings from CreditWatch with negative
implications where they were placed on January 16, 2009, because
of concerns about near-term liquidity and covenant compliance.
S&P said that the outlook is developing.
DOBOS 2720 BUILDING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Dobos 2720 Building, Inc.
2720 East Oakland Park Blvd, Suite 105
Ft. Lauderdale, FL 33306
Bankruptcy Case No.: 09-31950
Chapter 11 Petition Date: October 12, 2009
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Judge: Raymond B. Ray
Debtor's Counsel: Julie E. Hough, Esq.
2450 Hollywood Blvd # 706
Hollywood, Fl 33020
Tel: (954) 239-4760
Email: jhough@hkrlegal.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 $1,552,830,
and total debts of $1,429,232.
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by Joseph S. Dobos, president of the
Company.
DOLLAR THRIFTY: Provides Update on Fleet Diversification and Cost
-----------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., has substantially completed
its inventory ordering cycle for 2010 model year vehicles, and in
conjunction with those orders will meet its previously announced
strategic objective of fleet diversification during 2010 when
those vehicle orders are delivered. The Company noted that its
2010 vehicle orders will provide its customers with a wider range
of vehicles, while at the same time allowing the Company to
diversify the residual value and production risk across a broader
range of suppliers. The Company's 2010 fleet purchases are broken
down by manufacturer:
Ford 34%
Chrysler 30
General Motors 20
Nissan 6
Hyundai / Kia / Other 10
--
Total 100%
"One of our primary goals for 2009 was to diversify our fleet in
order to mitigate the various risks associated with concentration
of inventory from any individual suppliers, while at the same time
providing our customers with a broader array of options to meet
their individual rental needs. We are pleased to have achieved
this objective in a relatively short time frame," said Scott L.
Thompson, Chief Executive Officer and President. "We truly
appreciate the ongoing support of our manufacturer partners, and
look forward to continuing to forge long-term, mutually beneficial
relationships with each of them."
The Company also noted that during the third quarter it continued
to experience sequential improvement in fleet depreciation costs
per vehicle due to improving residual values resulting from
conditions in the used vehicle market as well as improved purchase
economics on model year 2010 inventory purchases.
The Company had previously stated an objective of achieving an
average fleet cost of $350 per unit per month some time during
calendar 2010. The Company noted, however, that it now expects
fleet costs to be below the $350 level for the third and fourth
quarters of 2009, and, based on current facts and circumstances,
now expects its 2010 fleet cost to stabilize below $350 per unit
per month.
About Dollar Thrifty Automotive Group
Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/,
http://www.dollar.com/and http://www.thrifty.com/-- is a Fortune
1000 company headquartered in Tulsa, Oklahoma. The Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in more than 70 countries. Dollar and Thrifty
have more than 700 corporate and franchised locations in the
United States and Canada, operating in virtually all of the top
U.S. and Canadian airport markets. The Company's roughly 6,800
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.
As of June 30, 2009, the Company had $2.58 billion in total assets
and $2.35 billion in total liabilities.
* * *
The TCR said April 6, 2009, that Standard & Poor's Ratings
Services lowered its ratings on DTAG, including the long-term
corporate credit rating to 'CCC' from 'CCC+'. The outlook is
negative.
DOMINO'S PIZZA: Posts $17.8 Mil. Net Income for Sept. 6 Quarter
---------------------------------------------------------------
Domino's Pizza, Inc., announced results for the third quarter
ended September 6, 2009.
Net income was $17.8 million for the third quarter of 2009 from
net income of $10.1 million for the same quarter in 2008. Net
income was $56.1 million for the first three quarters of 2009,
from $42.9 million for the same period in 2008.
Net income as-reported was up 76.6% versus the prior year,
driven by gains on the extinguishment of debt, improved
operating margins, lower interest expense and international store
growth. Year-to-date, the Company has repurchased approximately
$161 million in principal amount of its long-term debt. As of the
quarter end, the Company had nearly $49 million of unrestricted
cash and cash equivalents.
During the third quarter, domestic same store sales were flat
while international same store sales grew 2.7%. The quarter also
marked the 63rd consecutive quarter of same store sales growth in
Domino's international division.
Global Retail Sales were down 1.9% in the third quarter, or up
3.9% when excluding the impact of foreign currency.
David A. Brandon, Domino's Chairman and Chief Executive Officer,
said: "We did a good job of anticipating the economic downturn in
the U.S. and we cut costs before the economy weakened. We have
been intensely focused on controlled overhead spending throughout
the past three years. As a result, we are now in a position to
invest in our business; invest in our franchisees; invest in our
marketing; invest in our technology; and expand our global
footprint. We're making excellent progress . . . and we're in a
great position to take full advantage of all of the opportunities
we will encounter when domestic consumer spending improves and we
return to a more normalized economic environment."
Mr. Brandon added, "Our proven, steady, and reliable business
model consistently generates on average free cash flow in excess
of $1 million per-week that we will continue to deploy in a manner
that creates significant shareholder value."
During the third quarter, the Company repurchased and retired
$71.8 million in principal amount of its fixed rate senior notes;
and approximately $140.0 million during the first three quarters
of 2009. These activities resulted in pre-tax gains of
approximately $14.3 million in the third quarter and $48.4 million
for the first three quarters of 2009, which were recorded in
"Other" in the Company's consolidated statements of income.
Subsequent to the third quarter of 2009, the Company repurchased
and retired an additional $20.9 million in principal amount of its
fixed rate senior notes, that resulted in a pre-tax gain of
approximately $3.6 million which will be recorded in the fourth
quarter of 2009. This $20.9 million principal amount of fixed
rate senior notes is classified as a current liability in the
Company's consolidated balance sheet as of September 6, 2009.
As of September 6, 2009, the Company had $443.7 million in total
assets against $156.9 million in total current liabilities and
$1.636 billion in total long-term liabilities, resulting in
$1.350 billion in stockholders' deficit.
As of September 6, 2009, the Company had:
* approximately $1.6 billion in total debt,
* $48.7 million of unrestricted cash and cash equivalents, and
* $56.4 million of borrowings under its $60.0 million variable
funding note facility.
During the third quarter of 2009, Domino's Pizza LLC, a wholly
owned subsidiary of the Company, entered into a Letter of Credit
Agreement. As a result of the L/C Agreement, the Company
terminated substantially all of its pre-existing letters of credit
in order to provide additional borrowing availability under its
variable funding notes. During the third quarter of 2009, the
Company borrowed an additional $35.1 million under the variable
funding notes and currently has no borrowing capacity available
under the $60.0 million variable funding notes facility.
The L/C Agreement states that the counterparty may issue, at
DPL's request, up to $50.0 million of standby letters of credit
for the account of DPL and its subsidiaries. DPL will maintain
a cash balance as collateral for these outstanding letters of
credit. During the third quarter of 2009, the counterparty
issued $33.5 million of standby letters of credit and the Company
restricted an additional $35.2 million of cash on its consolidated
balance sheet as collateral for these outstanding letters of
credit.
The Company's cash borrowing rate for the third quarter of 2009
was 6.0%. The Company incurred $13.5 million in capital
expenditures during the first three quarters of 2009 versus
$13.1 million in the first three quarters of the prior year.
About Domino's Pizza
Founded in 1960, Domino's Pizza is the recognized world leader in
pizza delivery. Domino's is listed on the NYSE under the symbol
"DPZ." Through its primarily locally owned and operated
franchised system, Domino's operates a network of 8,886 franchised
and Company-owned stores in the United States and 60 international
markets. The Domino's Pizza(R) brand, named a Megabrand by
Advertising Age magazine, had global retail sales of over $5.5
billion in 2008, comprised of nearly $3.1 billion domestically and
over $2.4 billion internationally. During the third quarter of
2009, the Domino's Pizza(R) brand had global retail sales of over
$1.2 billion, comprised of over $672 million domestically and over
$570 million internationally. Domino's Pizza was named "Chain of
the Year" by Pizza Today magazine, the leading publication of the
pizza industry. In 2009 Domino's ranked number one in customer
satisfaction in a survey of consumers of the U.S. largest limited
service restaurants, according to the annual American Customer
Satisfaction Index.
EAGLE PUBLICATIONS: Resumes Publication Following Emergence
-----------------------------------------------------------
The Keene Sentinel reports that The Eagle Times has resumed
publication, three months after it folded and then emerged from
bankruptcy protection with a new owner, The Sample News Group.
The Eagle Times' previous owners had shut down the company and
laid off about 62 full-time employees. According to The Sentinel,
The Sample News has rehired 20 of The Eagle Times' staff.
The Eagle Times was a daily newspaper based in Claremont, New
Hampshire, serving the Connecticut River Valley in New Hampshire
and Vermont. The paper was independently owned by publisher
Harvey Hill. It was published from the 1970s through July 10,
2009, when it shut down.
The paper circulated in Claremont, Charlestown, Cornish, Newport,
Plainfield and Unity, New Hampshire, and Ascutney, Springfield,
Weathersfield, and Windsor, Vermont. Reporting was focused on
local features and local government. The paper produced A&E and
Sunday Magazine sections.
The daily newspaper had an estimated circulation of more than
8,000 before Eagle Publications declared Chapter 7 bankruptcy.
The newspaper closed in July 2009.
ECLIPSE AVIATION: Wants to Skip Payment of Rent to Albuquerque
--------------------------------------------------------------
Dave Bohman at KRQE News reports that the new owners of Eclipse
Aviation are seeking a deal with the city of Albuquerque that
would let the Company skip its $100,000-a-month rent.
According to KRQE News, Eclipse Aerospace is currently on the hook
for its rental contract with the city, which calls for it to pay
about $100,000 a month in rent for its assembly plant, corporate
headquarters, and hangars at Albuquerque Sunport. The report says
that before the new owners decided to purchase Eclipse Aviation, a
plan to eliminate the rent was negotiated.
KRQE News states that under the deal, Eclipse Aerospace would
transfer ownership of its $8 million pilot-training center at the
Double Eagle II Airport plus five acres of surrounding land to the
city, in exchange of operating out of Double Eagle and the
buildings at the Sunport rent free for the next 4 1/2 years.
According to the report, the deal saves Eclipse Aviation more than
$5 million in rent.
KRQUE News relates that Councilor Michael Sanchez considered the
deal a win-win situation for the city.
Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- makes six-passenger planes
powered by two Pratt & Whitney turbofan engines. The Company and
Eclipse IRB Sunport, LLC filed separate petitions for Chapter 11
relief on Nov. 25, 2008 (Bankr. D. Delaware Lead Case No.
08-13031). Daniel Guyder, Esq., John Kibler, Esq., and David C.
Frauman, Esq., at Allen & Overy LLP, represent the Debtors as
counsel. Joseph M. Barry, Esq., and Donald J. Bowman, Esq., at
Young Conaway Stargatt & Taylor, LLP, represent the Debtors as
Delaware counsel. Eclipse Aviation Corporation listed assets of
between $100 million and $500 million and debts of more than
$1 billion.
The Court has issued an order converting the case to Chapter 7
liquidation.
EDGE PETROLEUM: Court OKs PGP Gas-Led Auction for Assets
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved procedures governing the sale of property of Edge
Petroleum Corporation and its debtor-affiliates.
The Debtors and PGP Gas Supply Pool No. 3 LLC entered into an
asset purchase agreement on Sept. 30, 2009, wherein PGP Gas agreed
to acquire the Debtors' assets for $191 million. As part of the
deal, PGP Gas will deposit $8 million, which will be held by an
escrow agent.
The Assets comprise all of the Company's ownership interest in its
direct and indirect subsidiaries, including Edge Petroleum
Exploration Company, Miller Exploration Company, Edge Petroleum
Operating Company, Inc., Edge Petroleum Production Company and
Miller Oil Corporation.
All bids for the Debtors' assets must be delivered no later than
65 days after their bankruptcy filing. An auction will be held
seven days after the bid deadline followed by a sale hearing
10 days after the auction.
The Debtors will pay $6 million in break-up fee and $500,000 in
out-of-pocket expenses to the stalking-horse bidder, if the
Debtors consummate the sale to another party.
A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?46d6
About Edge Petroleum
Edge Petroleum Corporation (Nasdaq:EPEX) (Nasdaq:EPEXP) is a
Houston-based independent energy company that focuses its
exploration, production and marketing activities in selected
onshore basins of the United States.
At June 30, 2009, the Company's balance sheet showed total assets
of $264,030,000, total liabilities of $252,492,000 and
stockholders' equity of $11,538,000.
Edge Petroleum filed for Chapter 11 on October 2, 2009 (Bankr.
S.D. Tex. Case No. 09-20644). The Company has retained Akin Gump
Strauss Hauer and Feld as legal counsel, and Parkman Whaling LLC
as financial advisor. Kurtzman Carson Consultants LLC serves as
claims and notice agent.
EDGE PETROLEUM: Names Parkman Whaling as Financial Advisor
----------------------------------------------------------
Edge Petroleum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas for permission
to employ Parkman Whaling LLC as their financial advisor.
The firm has agreed to, among other things:
a) perform initial review of the Debtors' financial position,
financial history, operations, competitive environment and
assets;
b) evaluate the Debtors' strategic options based upon the
firm's initial review;
c) advise the Debtors as to potential mergers or acquisitions,
and sale or other disposition of any of the Debtors' assets
or businesses;
d) advise the Debtors generally as to available financing and
capital restructuring alternatives including recommendations
of specific courses of action; and
e) assist the Debtors with the development, negotiation and
implementation of a restructuring plan including
participation as an advisor to the Debtors in negotiation
with creditors and other parties involved in a
restructuring.
The firm will be paid $75,000 per month for this engagement.
The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
About Edge Petroleum
Edge Petroleum Corporation (Nasdaq:EPEX) (Nasdaq:EPEXP) is a
Houston-based independent energy company that focuses its
exploration, production and marketing activities in selected
onshore basins of the United States.
At June 30, 2009, the Company's balance sheet showed total assets
of $264,030,000, total liabilities of $252,492,000 and
stockholders' equity of $11,538,000.
Edge Petroleum filed for Chapter 11 on October 2, 2009 (Bankr.
S.D. Tex. Case No. 09-20644). The Company has retained Akin Gump
Strauss Hauer and Feld as legal counsel, and Parkman Whaling LLC
as financial advisor. Kurtzman Carson Consultants LLC serves as
claims and notice agent.
EDGE PETROLEUM: Taps Jordan Hyden as Local Counsel
--------------------------------------------------
Edge Petroleum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas for permission
to employ Jordan, Hyden, Womble, Culbreth & Holzer, PC, as their
local counsel.
The firm has agreed to:
a) render legal advice regarding the powers and duties of
Debtors that continue to operate their business and manage
their properties as debtors in possession;
b) take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on
the Debtors' behalf, the defense of any actions commenced
against the Debtors, the negotiation of disputes in which
the Debtors are involved, and the preparation of objections
to claims filed against the Debtors' estates;
c) prepare on behalf of the Debtors, as debtors in possession,
all necessary motions, applications, answers, orders,
reports, and other papers in connection with the
administration of the Debtors' estates and appear on
Debtors' behalf at all hearings regarding the Debtors'
cases;
d) negotiate, prepare and file a plan of reorganization and
related disclosure statement(s) and all related documents,
and otherwise promote the financial rehabilitation of the
Debtors; and
e) perform all other necessary legal services in connection
with the prosecution of these chapter 11 cases.
The firm's standard hourly rates are:
Partners $425 to $525
Of Counsel $450
Associates $250 to $450
Paraprofessionals $75 to $165
The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
About Edge Petroleum
Edge Petroleum Corporation (Nasdaq:EPEX) (Nasdaq:EPEXP) is a
Houston-based independent energy company that focuses its
exploration, production and marketing activities in selected
onshore basins of the United States.
At June 30, 2009, the Company's balance sheet showed total assets
of $264,030,000, total liabilities of $252,492,000 and
stockholders' equity of $11,538,000.
Edge Petroleum filed for Chapter 11 on October 2, 2009 (Bankr.
S.D. Tex. Case No. 09-20644). The Company has retained Akin Gump
Strauss Hauer and Feld as legal counsel, and Parkman Whaling LLC
as financial advisor. Kurtzman Carson Consultants LLC serves as
claims and notice agent.
EMMIS COMMUNICATIONS: Swings to $132MM Net Loss for Aug. 31 Qtr
---------------------------------------------------------------
Emmis Communications Corporation swung to a consolidated net loss
of $132,088,000 for the three months ended August 31, 2009, from
consolidated net income of $5,400,000 for the same quarter in
2008. Emmis posted a consolidated net loss of $116,396,000 for
the six months ended August 31, 2009, from consolidated net income
of $8,003,000 for the same period in 2008.
Emmis recorded lower net revenues of $67,970,000 for the three
months ended August 31, 2009, from $93,686,000 for the same
quarter in 2008. Emmis booked net revenues of $130,399,000 for
the six months ended August 31, 2009, from $179,096,000 for the
same period in 2008.
At August 31, 2009, Emmis had $511,546,000 in total assets against
$500,910,000 in total liabilities and $140,459,000 in Series A
cumulative convertible preferred stock, resulting in stockholders'
deficit of $179,962,000. At August 31, 2009, Emmis had
$50,139,000 in non-controlling interests and total deficit of
$129,823,000.
In its Form 10-Q filed with the Securities and Exchange
Commission, Emmis said management believes the Company can meet
its liquidity needs through the end of fiscal year 2010 with cash
and cash equivalents on hand, projected cash flows from operations
and, to the extent necessary, through its borrowing capacity under
its Amended and Restated Revolving Credit and Term Loan Agreement
with Bank of America, N.A., as administrative agent, Deutsche Bank
Trust Company Americas, as syndication agent, General Electric
Capital Corporation, Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A., "Rabobank Nederland", New York Branch, and
SunTrust Bank, as co-documentation agents. The borrowing capacity
under the Credit Agreement was roughly $13.2 million at August 31,
2009.
Based on the projections, management also believes the Company
will be in compliance with its debt covenants through the end of
fiscal year 2010. However, continued global economic challenges,
or other unforeseen circumstances may negatively impact the
Company's operations beyond those assumed in its projections.
As reported by the Troubled Company Reporter, Emmis and its
principal operating subsidiary, Emmis Operating Company, entered
into the Second Amendment to their Credit Agreement on August 19,
2009. Among other things, the Second Amendment suspends the
applicability of the Total Leverage Ratio and the Fixed Charge
Coverage Ratio financial covenants for a period that will end no
later than September 1, 2011.
A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?46d9
About Emmis Communications
Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.
* * *
As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service changed Emmis Communications' senior
secured term loan rating to Caa2 from Ca following the completion
of a series of Dutch auction transactions pursuant to a March 3,
2009 credit facility amendment. The revised rating reflects the
Company's capital structure, pro-forma for an roughly
$78 million reduction of term loan debt which has resulted from
these transactions. In addition, Moody's removed the "/LD"
designation previously appended to the Probability of Default
rating on April 27, 2009.
In April, Moody's cut its corporate family rating on the Company
to 'Caa2'.
In May, S&P raised its corporate credit rating on the Company to
'CCC+'. In June, S&P withdrew the 'CCC+' Corp. Credit Rating at
the Company's request.
ENRON CORP: Fired Workers Have Another $23 Million Payday
---------------------------------------------------------
According to Bill Rochelle at Bloomberg News, former employees of
Enron Corp. are in line for another $23.4 million payday. Soon
after Enron's Chapter 11 filing in December 2001, disputes arose
over how much severance should be paid to workers who were fired
before and after bankruptcy. Eventually, there was a settlement
where fired employees were paid as much as $13,500 each under
Enron's pre-bankruptcy severance policy. The settlement gave an
official employees' committee the right to sue for the recovery of
$38 million from 70 Enron executives who received bonuses
immediately before bankruptcy.
The committee's prosecution of the suits resulted in judgments and
settlements bringing in $34.9 million. After payment of expenses,
including attorneys' fees, $23.4 million remains, according to a
motion filed at the end of September. At an Oct. 28 hearing, the
bankruptcy judge in New York will be asked to approve distribution
to the remaining workers, numbering 3,500, who haven's already
been paid in full. The final distribution should represent another
approximately 25 percent on the severance claims.
According to Bloomberg, for Enron's creditors generally,
distributions under the confirmed Chapter 11 plan exceeded 50
percent, or three times more than predictions around the time the
plan was confirmed.
About Enron Corp
Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.
Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case. The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.
The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003. On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement. On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.
After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose. ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.
ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.
(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
EPIXTAR CORP: Audit Malpractice Claim Is a Core Proceeding
----------------------------------------------------------
WestLaw reports that a Chapter 11 debtor's professional
malpractice action against a company that was retained to perform
auditing services for the debtor and the company which allegedly
controlled its subsidiary that was retained to perform accounting
services for the debtor was a "core proceeding." The auditing
company and subsidiary were approved by the bankruptcy court to
provide services to the debtor and accepted their engagement with
all of the attendant obligations to the debtor and the bankruptcy
estate, and the action went to the heart of the performance of
their duties in the bankruptcy case. In re Epixtar Corp., ---
B.R. ----, 2009 WL 1269630, 22 Fla. L. Weekly Fed. B 46 (Bankr.
S.D. Fla.) (Cristol, J.).
Epixtar filed an adversary proceeding (Bankr. S.D. Fla. Adv. Pro.
No. 08-01208) on March 18, 2008, against McClain & Company, L.C.,
CBIZ, Inc., and Michael Desiato, alleging professional malpractice
against all three Defendants, and breach of contract against
McClain. McClain & Co., L.C. is an auditing firm, located in
Miami. CBIZ, Inc., is a publicly traded financial services
company, with its headquarters in Cleveland, Ohio. The complaint
alleges that CBIZ exercised control over the other Defendants who
acted as its agents. Michael DeSiato is a managing principal of
McClain.
Based in Miami, Florida, Epixtar Corp. fdba Global Assets
Holding Inc. -- http://www.epixtar.com/-- is a call center
company which, through its subsidiaries, operated three call
centers in the United States and one in the Philippines.
It is a public company which, until June 12, 2006, was
listed for trading on the NASDAQ Bulletin Board.
The Company and its debtor-affiliates filed for Chapter 11
protection on October 6, 2005 (Bank. S.D. Fla. Case No. 05-42040).
Michael D. Seese, Esq., at Hinshaw & Culbertson, LLP, and Eyal
Berger, Esq., at Kluger, Peretz, Kaplan and Berlin, P.L.,
represent the Debtors in their restructuring efforts. Carlos E.
Sardi, Esq., Glenn D. Moses, Esq., and Paul J. Battista, Esq., at
Genovese Joblove & Battista, P.A., represent the official
committee of unsecured creditors as counsel. When the Debtors
filed for protection from their creditors, they listed total
assets of $30,376,521 and total debts of $39,158,724.
The Debtor filed a chapter 11 plan in July 2009 -- see
<http://bankrupt.com/misc/Epixtar_July09_DiscStatement.pdf>
http://bankrupt.com/misc/Epixtar_July09_DiscStatement.pdf--
offering unsecured creditors an equity stake and litigation
recoveries.
ESCALON MEDICAL: Has Going Concern Qualification
------------------------------------------------
Escalon Medical Corp. on October 13 announced that its financial
statements for the fiscal year ended June 30, 2009, included in
the Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on October 13, 2009, contain a going concern
qualification from its independent registered public accounting
firm. The announcement is being made in compliance with NASDAQ
Marketplace Rule 4350(b)(1)(B), which requires separate disclosure
of a recent audit opinion that contains a going concern
qualification.
For the fiscal year ended June 30, 2009, financial results were
heavily affected by the non-recurring, non-cash, goodwill
impairment expense at the Company's Sonomed business unit of
$9,526,000, recorded in the fourth quarter of fiscal 2009,
resulting from the requirement under SFAS 142 in connection with
the Company's impairment test of intangible assets and goodwill
valuations. The revaluation of goodwill, as required by GAAP,
resulted in the Sonomed's goodwill being revalued to zero,
generating a non-cash $9,526,000 impairment charge.
Consolidated product revenue for fiscal 2009 increased
approximately 14.9% to $34,468,000, compared with $29,990,000 in
the prior fiscal year. The increase is primarily related to strong
sales in the Company's Drew and EMI business units, which
increased approximately 35.7% and 17.9%, respectively, offset by
sales decreases in the Sonomed, Vascular and Trek business units
of 2.1%, 6.1% and 10.5%, respectively.
The Company reported a fiscal 2009 net loss of $(12,965,000), or
$(1.82) per diluted share, compared with net loss of
$(15,060,000), or $(2.36) per diluted share, in the prior year
period. The net loss of 2009 includes a non-cash goodwill
impairment of $9,526,000, or $(1.33) per share, as previously
noted. In accordance with Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets, the
Company tests goodwill for possible impairment on an annual basis
for each of its operating segments. Based on this analysis, the
Company concluded that $9,526,000 of the goodwill recorded at the
Sonomed business unit was impaired. This analysis, based on
prescribed accounting rules, does not take into account future
growth opportunities, expansion efforts presence in the
ophthalmology market, or the delay in the development of Sonomed's
proposed new instruments.
For fiscal 2009, cost of goods sold totaled approximately
$19,548,000, or 56.7% of product revenues, compared with
$17,310,000, or 57.7% of product revenue, for fiscal year 2008.
Operating expenses decreased approximately .7% during the fiscal
year ended June 30, 2009 as compared to the prior fiscal year.
This was due to increased marketing, general and administrative
expenses of 3.2% offset by a 14.4% decrease in research and
development expenses related to the decision to drastically reduce
Drew's research and development department in June 2008 in favor
to a move to an outsourced research and development model.
2008 Fourth Quarter Results
For the fourth quarter of fiscal 2009, product revenue increased
2.0% to $8,564,000, compared with $7,566,000 reported in the same
period last fiscal year. Product revenues were driven by increased
sales related to the acquisition of JAS Diagnostics and Biocode
Hycel, offset by decreases at its Sonomed unit.
For the fourth quarter of fiscal 2009, the Company reported a net
loss of $(11,104,000), or $(1.55) per diluted share, which
includes the goodwill impairment of $9,526,000, compared with net
loss of $(11,649,000), or $(1.82) per diluted share, in the fourth
quarter of fiscal 2008.
Recap of 2008
Richard J. DePiano, Chairman and Chief Executive Officer,
commented, "We continue to produce solid revenue growth through
fiscal 2009 and, despite increasing operating expenses, lowered
our net loss compared to last fiscal year. While the resulting
loss is still disappointing to us, we are encouraged by the trend
our clinical diagnostics division has been experiencing. The
enhancement of our position within the IVD reagent market is
evident with the May 30, 2008 acquisition of JAS Diagnostics and
Biocode Hycel in December 2008".
"Sonomed business segment, like most in the capital equipment
business, is experiencing a decrease in volume which is related to
the global economic downturn." Mr. DePiano further stated that,
"Sonomed's traditional customer base is hard pressed to add
additional or upgraded capital equipment at this time. These
troubling economic conditions have also led to increased sales
discounts to Sonomed's distributors in order to entice end users
to purchase or to compete with toughening competition."
"In the last three years, however, Sonomed has successfully
secured FDA market clearances for six new products." Mr. DePiano
continued, "These new products further diversify our product
portfolio and enhance our market position in ophthalmology."
"In the Drew business unit, product revenue increased $4,753,000,
or 35.7%, as compared to last fiscal year. The increase is
primarily due to the acquisition of JAS on May 29, 2008 and of
Biocode Hycel on December 31, 2008 which combined increased
revenue by $4,405,000. The remainder of the increase is primarily
due to strong sales of Drew's D3 instrument which received FDA
clearance on December 18, 2008," Mr. DePiano stated.
"Turning to our Vascular unit, product revenue decreased $251,000,
or 6.1%, to $3,868,000 in the Vascular business segment during the
year ended June 30, 2009 as compared to last fiscal year." Mr.
DePiano continued, "The decrease was primarily caused by the
introduction of the VascuView instrument in February 2008 which
generated a $550,000 one time sale during the prior year, however
current year sales of the VascuView were not material do to
certain limitations in its functionality. The VascuView, however,
is currently being enhanced and is expected to contribute to
revenue during the second half of 2010." Mr. DePiano commented
that, "the large decrease in VascuView sales were offset by
increased volume in Vascular's core needle business of
approximately $274,000."
Product revenue increased $316,000, or 17.9%, in the EMI business
segment when compared to the last fiscal year. The EMI product
offering of digital imaging systems continues to expand and has
seen increased market acceptance during the year ended June 30,
2009.
In the Medical/Trek business unit, product revenue decreased
$148,000, or 10.5%, to $1,262,000 during the year ended June 30,
2009 as compared to the last fiscal year. The decrease is related
to the continued aging of Medical/Trek's product offerings.
About Escalon Medical
Founded in 1987, Escalon Medical Corp. (Nasdaq: ESMC) --
http://www.escalonmed.com/-- develops markets and distributes
ophthalmic diagnostic, surgical and pharmaceutical products as
well as vascular access devices. Drew Scientific, which operates
as a separate business unit, provides instrumentation and
consumables for the diagnosis and monitoring of medical disorders
in the areas of diabetes, cardiovascular diseases and hematology,
as well as veterinary hematology and blood chemistry. The Company
seeks to utilize strategic partnerships to help finance its
development programs and is also seeking acquisitions to further
diversify its product line to achieve critical mass in sales and
take better advantage of the Company 's distribution capabilities,
although such partnerships or acquisitions may not occur. The
Company has headquarters in Wayne, Pennsylvania and operations in
Long Island, New York, New Berlin, Wisconsin, Lawrence,
Massachusetts, Dallas, Texas, Waterbury, Connecticut, Miami,
Florida, Barrow-in-Furness, U.K. and Le Rheu, France.
The Company has assets of $25.1 million against total debts of
$12.6 million as of June 30, 2009.
EVANS INDUSTRIES: Adams & Reese Loses Bid to Speed Hearing
----------------------------------------------------------
Law360 reports that a judge has denied Adams & Reese LLP's bid for
an expedited hearing on its motion for summary judgment in a
dispute with a former client over an alleged conflict of interest
during the 2005 bankruptcy and asset sale of Evans Industries LLC.
Headquartered in Harvey, Louisiana, Evans Industries, Inc. --
http://www.evansindustriesinc.com/-- manufactures and distributes
steel drums. The Company filed for Chapter 11 protection on April
25, 2006 (Bankr. E.D. La. Case No. 06-10370). Eric J. Derbes,
Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law Firm, LLC,
represent the Debtor. C. Davin Boldissar, Esq., at Locke Liddell
& Sapp, LLP, represents the Official Committee of Unsecured
Creditors. In its petition, Evans estimated having assets below
$1 million and debts between $10 million and $50 million.
FILENE'S BASEMENT: U.S. Trustee Balks at Filene's Basement Deal
---------------------------------------------------------------
The U.S. trustee and the Pension Benefit Guaranty Corp. has
objected to a deal among bankrupt Filene's Basement Inc., former
parent Retail Ventures Inc. and shoe retailer DSW Inc. to wipe out
$70 million in claims related to loans, bills and other
obligations.
The PBGC, according to Bloomberg's Bill Rochelle, complains that
the settlement violates federal law by cutting off its claims
against members of the control group who might be liable for the
pension plan that for now is being continued by the purchaser.
The U.S. Trustee, an arm of the Justice Department, says
that releases to third parties are too broad and were proposed
without notice to all creditors.
As previously reported by the TCR, Retail Ventures, Inc. and DSW
Inc. on September 25, 2009, entered into a settlement agreement
with FB Liquidating Estate, Inc., formerly known as Filene's
Basement, Inc., FB Services LLC and FB Leasing Services LLC and
the Official Committee of Unsecured Creditors appointed in the
Chapter 11 case for the Debtors.
According to a regulatory filing by Retail Ventures, the salient
terms of the Settlement Agreement are:
* the Company's claims against the Debtors in respect of
$52.6 million in notes receivable will be released (during
the quarter ended May 2, 2009, the Company recorded an
allowance to fully reserve for these notes receivable as a
result of the disposition of the Debtors to FB II Acquisition
Corp., a subsidiary of Buxbaum Holdings, Inc.);
* the Company will assume the rights and obligations related to
(and agree to indemnify Liquidating Filene's Basement with
regard to certain matters arising out of) the Liquidating
Filene's Basement defined benefit pension plan; and
* the Debtors and the Committee will allow certain general
unsecured claims for amounts owed to the Company and DSW. The
parties have also agreed to certain provisions affecting the
proper allocation of proceeds paid to the Company or
Liquidating Filene's Basement in connection with specified
third party litigation and to certain provisions related to
the Debtors' recovery from third parties that are the
beneficiaries of letters of credit or hold collateral related
to workers' compensation claims. The Settlement Agreement
also provides for certain mutual releases among the Debtors,
the Committee, the Company, DSW and other parties.
The Settlement Agreement is scheduled for hearing before the
Bankruptcy Court on October 15, 2009.
About Filene's Basement
Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States. The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.
Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999. Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year. Retail Ventures in
April 2009 transferred the unit to Buxbaum.
Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009, (Bankr. D. Del. Case No. 09-11525). James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring effort. The Debtors listed $50,000,001 to
$100,000,000 in assets and $100,000,001 to $500,000,000 in debts.
The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.
FLYING J: Enters Into Preliminary Merger Pact With Pilot Travel
---------------------------------------------------------------
Julie R. Johnson at Corning Observer reports that Flying J Inc.
has entered into a preliminary merger agreement with Pilot Travel
Centers LLC. According to Corning Observer, final papers will be
signed within the next few weeks.
Corning Observer notes that if the pact gets the bankruptcy
court's approval, ownership transfer should take place in a couple
of months.
Corning Observer relates that the preliminary merger agreement
with Pilot Travel pertains specifically to Flying J's core travel
plaza business and excludes Longhorn Pipeline, Big West Oil,
Flying J Oil & Gas.
Citing Flying J spokesperson Peter Hill, Corning Observer states
that creditor obligations will be paid in full, and Pilot Travel
will provide $100 million in financing for the Company's
operations. According to the report, Mr. Hill said that Flying J
will retain its name.
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 serve as bankruptcy counsel to
the Debtors. 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. Pachulski Stang Ziehl & Jones LLP has been
tapped as counsel for the creditors' panel.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.
FORD MOTOR: Sees Record Third Quarter Sales in China
----------------------------------------------------
Ford Motor Company continued its record growth in China in the
third quarter, with sales of its joint-ventures and wholly-owned
entities increasing 79 percent over the same period last year, to
119,338 units. Through the first nine months of the year, its
sales rose 32 percent to 316,639 units.
Ford Motor's passenger car joint-venture in China, Changan Ford
Mazda Automobile (CFMA) reported record sales of 227,839 units
through the first nine months, an increase of 43 percent year-
over-year. In the third quarter, sales of 87,454 units represented
a 104 percent increase versus a year earlier, with all-time
monthly sales in September of Ford brand vehicles that rose 107
percent year-over-year on a standalone basis.
"The overwhelming response of Chinese consumers to our world-class
lineup of Ford brand vehicles is underpinning our continued
performance of record sales," said Robert Graziano, chairman and
CEO of Ford Motor China.
"In September, Fiesta achieved its best monthly sales performance
of 5,009 units, reaching total sales of 32,178 since its March
launch," added Graziano. "With the right plan and right products
in place, we will continue to deliver Ford brand vehicles with
best-in-class quality, fuel efficiency, safety and innovative
technologies that our customers value and want."
Ford Focus also achieved its all-time best monthly sales in
September with 13,891 units, rocketing 72 percent from the same
period a year earlier, and helping drive sales of 99,109 units
through the first three quarters. In August, CFMA celebrated
production of the 400,000th Focus at its Chongqing production
facility.
Ford Mondeo and Ford S-MAX contributed to the robust growth with
September sales rising nearly 40 and 68 percent, respectively,
versus the same month a year ago, and helping both nameplates
achieve their best-ever third quarter sales performances.
Jiangling Motors Corporation, Ford Motor's commercial vehicle
investment in China, achieved record sales of 82,718 units through
the first three quarters, with Ford Transit leading the high-end
light commercial van segment and with sales of 23,520 units
through the first nine months.
In September, Changan Ford Mazda Automobile (CFMA) broke ground at
a new RMB 3.34 billion (US$490 million) state-of-the-art passenger
car facility in Chongqing, which will increase annual capacity of
CFMA's operations in China to 600,000 vehicles by 2012.
Ford Motor China also continued to expand its dealer networks,
especially in tier 2 and tier 3 cities, and at the end of
September Ford had 226 authorized, full-service dealerships.
"We are committed to focusing on our ONE Ford plan in China and
further expanding to meet the continued rise in demand from
Chinese consumers for world-class Ford products and services,"
explained Graziano.
About Ford Motor
Based in Dearborn, Michigan, Ford Motor Company (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents. With about 201,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo. The company provides financial
services through Ford Motor Credit Company.
The Company has operations in Japan in the Asia Pacific region. In
Europe, the Company maintains a presence in Sweden, and the United
Kingdom. The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.
* * *
Ford Motor carries a 'Caa1' corporate family rating, with stable
outlook, and speculative grade liquidity rating of SGL-3 from
Moody's Investors Service. Ford Motor's CFR was upgraded from
'Caa3' to 'Caa1' in September 2008.
FORD MOTOR: Reaches Tentative Accord with UAW
---------------------------------------------
Ford Motor Company reached a tentative accord with The United Auto
Workers which would give the automaker contract concessions
similar to those the union accepted at the company's U.S.
competitors.
UAW local leaders approved the changes at a meeting in Detroit
Sept. 13. The deal is subject to ratification by 41,000 UAW
members.
The deal includes a no-strike provision and other concessions to
bring its labor costs in line with U.S. rivals. It also includes
a wage freeze for new hires, a reduction in factory work rules, as
well as added jobs and a potential $1,000 bonus.
United Auto Workers President Ron Gettelfinger and Vice President
Gerald Bantom, who directs the UAW National Ford Department, in
response to Ford Motor Co.'s restructuring plan, said in a
statement, "The restructuring plan announced this morning by Ford
is extremely disappointing and devastating news for the many
thousands of hardworking men and women who have devoted their
working lives to Ford. The impacted hourly and salaried workers
find themselves facing uncertain futures because of senior
management's failure to halt Ford's sliding market share.
About Ford Motor
Based in Dearborn, Michigan, Ford Motor Company (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents. With about 201,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo. The company provides financial
services through Ford Motor Credit Company.
The Company has operations in Japan in the Asia Pacific region. In
Europe, the Company maintains a presence in Sweden, and the United
Kingdom. The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.
* * *
Ford Motor carries a 'Caa1' corporate family rating, with stable
outlook, and speculative grade liquidity rating of SGL-3 from
Moody's Investors Service. Ford Motor's CFR was upgraded from
'Caa3' to 'Caa1' in September 2008.
FORD MOTOR: UAW Members Want New Work in Return for New Pact
------------------------------------------------------------
Ford Motor Co. must promise new jobs in return for contract
changes, Brent Snavely at Detroit Free Press reports, citing some
United Auto Workers union members.
Ford has been trying to reach with the UAW a labor deal that more
closely matches those obtained by General Motors Co. and Chrysler
Group LLC.
That request, according to Free Press, will be difficult, given
Ford Motor's improvements in market share and financial
performance. Bill Johnson, chairperson of the Wayne Assembly
Plant for the UAW Local 900, said that winning more concessions
now will be difficult unless Ford's commitments for more work are
substantial, Free Press relates.
Free Press, citing a person familiar with the matter, states that
Ford Motor is expected to offer some temporary employees the
option of becoming permanent workers at an entry-level wage
negotiated in 2007.
Based in Dearborn, Michigan, Ford Motor Company (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents. With about 201,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo. The company provides financial
services through Ford Motor Credit Company.
The Company has operations in Japan in the Asia Pacific region. In
Europe, the Company maintains a presence in Sweden, and the United
Kingdom. The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.
* * *
Ford Motor carries a 'Caa1' corporate family rating, with stable
outlook, and speculative grade liquidity rating of SGL-3 from
Moody's Investors Service. Ford Motor's CFR was upgraded from
'Caa3' to 'Caa1' in September 2008.
FORUM HEALTH: Former CEO to Return as Consultant
------------------------------------------------
George Nelson at The Business Journal reports that Forum Health
Inc. wants to pay its former CEO Walter Pishkur up to $9,000 per
week -- an amount equal to his salary as the Company's CEO -- to
serve as a consultant to the Debtor, plus "reasonable out-of-
pocket business expenses. An application was already filed in the
Bankruptcy Court.
According to Business Journal, Forum Health wants the court to
hold an expedited hearing on October 20 for its request.
A Forum Health spokesperson said that the senior lenders wouldn't
oppose the Company's request, despite having brought pressure on
the Debtor to force Mr. Pishkur's resignation as president and CEO
last month, Business Journal states.
Business Journal relates that Mr. Pishkur would report to Forum's
new CEO, who is yet to be hired. Business Journal states that
Mr. Pishkur's responsibilities would include providing:
-- executive-level consulting services to Forum Health;
-- extensive transition assistance to the new CEO as well as
with respect to specific projects as necessary; and
-- ongoing consultation and project initiative services as
requested by the CEO.
Court documents say that the proposed term of the agreement is
from October 8 through May 31, or, if earlier, depending on the
closing of a sale of substantially all of Forum Health assets, a
"good faith determination" by the new CEO that termination for
cause is warranted, or Mr. Pishkur opting to terminate the
agreement within 30 days notice.
Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offers health care services. The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.
Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795). Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
serve as lead counsel to the Debtors. The Debtors have also
tapped Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA
as co- counsel; Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent; and Huron Consulting Services LLC as
financial advisors. Alston & Bird LLP represents the official
committee of unsecured creditors formed in the Chapter 11 cases.
At the time of its filing, Forum Health estimated that it had
assets and debts both ranging from $100 million to $500 million.
FRED LEIGHTON: Plan Settles Merrill, Family Claims
--------------------------------------------------
Law360 reports that Fred Leighton Holding Co. has filed a Chapter
11 plan of reorganization that includes a court-supervised asset
sale, an auction of some of its jewelry stock and a settlement
with dissident family members who had been involved in extensive
and contentious litigation.
Fred Leighton Holding, Inc. -- http://www.fredleighton.com/-- is
a New York-based jewelry retailer owned by Ralph O. Emerian. Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones. It specializes in vintage jewelry from the 18th and 20th
centuries, including antique cushion-cut diamonds and antique and
estate brooches. It also produces Fred Leighton signature
collection that combines past aura and the present materials and
craftmanship.
The Debtors filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on April 15, 2008 (Bankr. S.D.N.Y., Case
No. 08-11363). Joshua Joseph Angel, Esq., and Frederick E.
Schmidt, Esq., at Herrick, Feinstein LLP, in New York, represent
the Debtors. The Official Committee of Unsecured Creditors has
retained Michael Z. Brownstein, Esq., and Rocco A. Cavaliere,
Esq., at Blank Rome LLP, as counsel. No trustee or examiner has
been appointed in the cases. The Debtors listed total assets of
$128,551,467 and total liabilities of $134,814,367 in their
schedules.
FREEDOM COMMS: PBGC Can't Share Info to Other Agencies
------------------------------------------------------
The Bankruptcy Court has barred the Pension Benefit Guaranty Corp.
from sharing to other government agencies confidential documents
that it has obtained in its role as member of the official
committee of unsecured creditors of Freedom Communications Inc.
The PBGC has insisted that, as a government agency, it shouldn't
be subjected to normal confidentiality requirements with respect
to information provided to the Creditors Committee. According to
Bill Rochelle at Bloomberg, the Bankruptcy Court ruled that
Freedom Communications demonstrated valid concerns that
confidential information could be given inappropriately to third
parties. Adopting a procedure crafted by a bankruptcy judge in
New York in a case involving another governmental agency, the
Delaware judge said that the PBGC could give confidential
information to another agency only to prevent or prosecute a
crime.
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.
Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.
FREEDOM COMMS: Creditors Try to Block Investment Banker Houlihan
----------------------------------------------------------------
Law360 reports that Freedom Communications' unsecured creditors
are objecting the Chapter 11 proceeding, and are asking the Hon.
Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Deleware to reject the Company's investment banker for
the case, Houlihan Lokey Howard & Zukin Capital Inc. According to
Law360, the firm will make in excess of $7.2 million, which the
creditors perceived as "grossly excessive" for what amounts to a
"straightforward . . . debt-for-equity plan." Citing the
creditors, TVB relates that Houlihan Lokey has a conflict of
interest on the case, since it's $6 million transaction fee will
come before the claims of unsecured creditors. TVB says that the
creditors previously slammed Freedom Communications' effort to
free $7 million in cash for bonuses, while unsecured creditors are
now allotted just $5 million in compensation. According to the
report, a hearing will be held October 14.
The Chapter 11 Plan
Pre-bankruptcy, Freedom Communications reached agreement with its
lenders on a restructuring of the Company's debt under Chapter 11.
Pursuant to the plan support agreement, lenders owed $771 million
will receive $325 million in two secured term loans plus 100% of
the stock, subject to dilution. Unsecured creditors would split
$5 million in cash if they don't object to the plan, and nothing
if they object. Suppliers who continue to provide goods and
services will receive full payment for their prepetition claims.
Existing stockholders would get 2% of the new stock, along with
warrants for 10%, if they don't object to the plan. The Plan
Support Agreement will be terminated by the lenders if the Debtors
do not obtain confirmation of the Plan within five months.
Deadline to consummate the Plan is 11 months after the Petition
Date.
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.
Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.
FREMONT GENERAL: Creditors Shun Tardy Disclosure Qualms
-------------------------------------------------------
According Law360, fending off a late burst of objections from
equity holders and banks, creditors of Fremont General Corp.
contend that the disclosure statement for their Chapter 11 plan is
replete with detail and worthy of the Bankruptcy Court's approval.
The Bankruptcy Court will convene another hearing on October 14,
2009, to consider approval of the respective disclosure statement
explaining proposed Chapter 11 plans for Fremont General Corp.
Fremont's management, the Official Committee of Unsecured
Creditors and the Official Committee of Equity Holders have each
filed a Chapter 11 plan for Fremont.
3 Competing Plans
In June, the Company filed a proposed Chapter 11 plan that offers
to pay 100 cents on the dollar to general unsecured creditors
through pro rata distribution of cash, until the claim has been
satisfied, including payment of post-petition interest, as
applicable. Holders of equity interests will also receive
interests under the Plan. A full-text copy of the disclosure
statement with respect to Fremont's Chapter 11 Plan is available
for free at http://bankrupt.com/misc/Fremont.DS.pdf
In July, the Equity Committee filed a proposed Chapter 11 plan for
the Company. The Plan promises to pay all creditors in full with
interest, unless they elect to give up interest in return for
quicker payment. Debt includes $63 million in unsecured claims
plus almost $274 million to holders of debt securities. The
shareholders' plan would be financed with $27.9 million in cash
that Fremont has on hand plus cash held in a nonbankrupt
subsidiary. After the plan becomes effective, the shareholders
say Fremont will have $90 million available. The equity holders
intend to buy banks and use Fremont's tax loss carryforwards.
A copy of the Equity Committee's disclosure statement, as revised
September 30, is available for free at:
http://bankrupt.com/misc/Fremont_EquityCommittee_DS_Sept30.pdf
In July, the Creditors Committee also presented its own plan for
Fremont. Under its Plan, holders of class 3 general unsecured
claims are afforded the option of waiving their right to post-
petition interest in exchange for payment in full of the amount
owing to the holders on or before October 31, 2009, so long as
sufficient cash is then available to make such payment. Holders
of interests in the Debtor will retain those interests in the form
of equity trust interests in an Equity Trust established under the
Plan.
A copy of the Creditors Committee's disclosure statement, as
revised September 30, is available for free at:
http://bankrupt.com/misc/Fremont_CredCommittee_DS_Sept30.pdf
About Fremont General
Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007. Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.
Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor. Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel. Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.
GENERAL MOTORS: Detroit Diesel Stay Plea Faces Objections
---------------------------------------------------------
Detroit Diesel Corporation is asking the U.S. Bankruptcy Court for
the Southern District of New York to extend and enforce the
automatic stay to prevent the prosecution of claims in various
courts around the United States, or elsewhere, wherein the
plaintiffs seek monetary damages from DD for personal injuries and
wrongful death for asbestos-related diseases based on exposure to
asbestos-containing components incorporated into products
manufactured, sold, and distributed by DD's predecessors.
In the alternative, to the extent the Bankruptcy Court does not
find an extension of the automatic stay appropriate in the
present, DD seeks a commensurate preliminary injunction preventing
further prosecution of the asbestos cases as against DD to avoid
prejudice to the Debtors' estate.
Michael T. Conway, Esq., at LeClair Ryan, a Professional
Corporation, in New York, relates that there are approximately 65
civil lawsuits pending in the state courts of 12 different states.
At least eight of those lawsuits are scheduled for start of trial
in the next six months. He says in each of the Asbestos Cases, DD
is sued for the sole reason that it was once a division of the
Debtors' and as a conduit for liability, which, if it exists at
all, would exist with the Debtors, and not with DD, which has not
manufactured, sold, or distributed products with asbestos-
containing components.
Detroit Diesel was founded in 1938 as the Detroit Diesel Division
of General Motors Corporation. In 1988, GM sold certain assets of
the Detroit Diesel Division to DD, a joint venture between GM and
Penske Corporation. As part of a "sales agreement" between GM and
DD, Mr. Conway says, GM agreed to assume all liabilities and to
indemnify and hold harmless Detroit Diesel and its successors for
any products manufactured, distributed or sold prior to January 1,
1988, by GM's Detroit Diesel Division.
Parties Object
(a) The Pichons
The surviving spouse of Leon Roland Pichon, Jeanette Garnett
Pichon, and children Roland L. Pichon, Mark P. Pichon, Patrice
Pichon Robinson, Tracy Pichon Baham, Veronica Pichon Joseph, and
Cade Pichon Hagger ask the U.S. Bankruptcy Court for the Southern
District of New York to dismiss Detroit Diesel Corporation's
Motion Extending the GM Stay.
Gerolyn P. Roussel, Esq., at Roussel & Clement, in LaPlace,
Louisiana, relates that Leon Roland Pichon was an employee at
Halter Marine, Inc. from 1995 through 1994 where he was exposed to
asbestos from DDC's asbestos on a daily basis. His injury and
death resulted from exposure to asbestos in the State of
Louisiana. The Pichons have sued for redress of this injury in
the Civil District Court for the Parish of Orleans, Louisiana.
According to Ms. Roussel, the Pichons anchored their Motion to
Dismiss on these grounds:
(1) DDC failed to state a claim upon relief can be granted;
(2) Lack of jurisdiction. The dispute between the Pichons and
DDC is a dispute between two non-debtors of the GM
bankruptcy, and the relief sought by DDC in its motion is
not one arising under Title 11;
(3) It is the Pichons' position that the U.S. Bankruptcy Court
for the Southern District of New York does not have
subject-matter jurisdiction and, out of an abundance of
caution, they object to personal jurisdiction to make clear
that they do not submit to personal jurisdiction in any New
York Court;
(4) Leon Pichon's injury and death resulted from exposure to
asbestos in the State of Louisiana. The Pichons have sued
for redress of this injury in also in Louisiana. There is
nothing about the Pichons' claim that has any connection
with New York.
(b) Ad Hoc Committee of Asbestos PI Claimants
The Ad Hoc Committee of Asbestos Personal Injury Claimants asks
the Bankruptcy Court to deny Detroit Diesel's Motion contending
that Detroit Diesel fails to establish any basis for its request,
in order to enjoin 65 state court asbestos personal injury suits
pending against Detroit Diesel which is a non-debtor.
In the rare instances where courts have used their equitable
powers to extend the protections of the automatic stay to enjoin
actions against non-debtors, they have done so only in "unusual
circumstances" or where the actions to be stayed would have an
immediate adverse effect on the debtor's reorganization efforts,
the Ad Hoc Committee argues.
Detroit Diesel provides no credible evidence showing unusual
circumstances or how the continuation of the Asbestos Actions
could have the requisite immediate adverse effect on the
liquidating Debtors or the Debtors' estate that would warrant an
extension of the stay, the Ad Hoc Committee complains.
The individual plaintiffs in the mesothelioma cases originally
filed in Rhode Island Superior Court titled Arletta Cone v. AGCO
Corp., et al., Janice Makin v 84 Lumber Company, et al., Jo-Ann
Messerlian v A.O. Smith Corporation, et al., and Lisa Kroskob, et
al. v. AAMCO Transmissions, et al., filed a petition asking the
United States District Court of Rhode Island to transfer its case
to the United States Bankruptcy Court for the Southern District of
New York.
These Rhode Island Mesothelioma Plaintiffs inform the Bankruptcy
Court that they individually and collectively join in the
objection filed by the Ad Hoc Committee and incorporate by
reference all arguments in law stated by the Ad Hoc Committee with
respect to the Ad Hoc Committee's objection to Detroit Diesel's
Motion Extending the GM Stay.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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). 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.
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, serves as the Chief Executive
Officer for Motors Liquidation Company. 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.
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).
GENERAL MOTORS: Group Wants Reversal of GM's Dealer Cuts
--------------------------------------------------------
A group representing rejected dealers whose dealerships were
rejected by Chrysler LLC and General Motors Company wants U.S.
lawmakers to pass a legislation that will reverse the closing of
dealerships made by General Motors Corporation, now known as
Motors Liquidation Company, and Chrysler starting June 2009,
Deseret News reported on September 26, 2009.
Moreover, General Motors, Chrysler, and car dealers have
participated in a series of congressional meetings aimed at
resolving New GM's and Chrysler's plans to slash more than 2,000
dealerships, The Detroit News said on September 30, 2009. Reuters
noted that New GM is planning to cut 1,300 dealerships by 2010
while Chrysler already rejected 789 dealerships.
New GM, Detroit News disclosed, has agreed to pay $600 million to
the 1,300 to the affected dealers, and to reverse its decision to
close 70 dealers. New GM also will allow dealers to remain open
until 2010 and has paid about $100 million to its dealers, Detroit
News said. However, Chrysler has not offered any appeal process
and will not offer any cash to close to the dealers, Detroit News
noted.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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). 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.
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, serves as the Chief Executive
Officer for Motors Liquidation Company. 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.
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).
GENERAL MOTORS: Insolvency Case Commenced for Nova Scotia Unit
--------------------------------------------------------------
Motors Liquidation Company, formerly known as General Motors
Corporation reports that on June 1, 2009, and prior to filing for
bankruptcy, the Company, General Motors Nova Scotia Finance
Company, General Motors of Canada Limited, General Motors Nova
Scotia Investments Limited and certain holders of GM Nova Scotia's
outstanding 8.375% notes due December 7, 2015 and GM Nova Scotia's
8.875% notes due July 10, 2023, entered into a lock up agreement
relating to the GM Nova Scotia Notes.
GM Nova Scotia is a wholly owned subsidiary of the Company and the
GM Nova Scotia Notes are guaranteed by the Company. Under the
terms of the Agreement, GM Nova Scotia provided the Holders with a
consent to a bankruptcy order in respect of GM Nova Scotia
pursuant to the Bankruptcy and Insolvency Act (Canada).
Motors Liquidation reports that on October 9, 2009, the Holders
issued an application to the Nova Scotia Supreme Court for the
Order, as contemplated by the Agreement, and the Order was
approved. Motors Liquidation does not expect to realize any value
from GM Nova Scotia on account of its equity interest.
On July 10, 2009, the Debtors completed the sale of substantially
all of their assets to a company now known as General Motors
Company. The Debtors are now conducting an orderly wind-down of
their remaining assets and operations. This process involves
analyzing the assets and obligations of the Company's numerous
subsidiaries to determine the most appropriate means of
liquidation of each subsidiary.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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.
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). 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.
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, serves as the Chief Executive
Officer for Motors Liquidation Company. 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.
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).
GENERAL MOTORS: JCI Withdraws Arbitration Request for $103MM Claim
------------------------------------------------------------------
Johnson Controls, Inc., and its related subsidiaries have
withdrawn without prejudice their request to compel the Debtors to
submit Johnson Control's cure notice to binding arbitration
pursuant to a trade agreement entered into between the two parties
and the Cure Dispute Resolution Process.
In the Motion to Compel, Deborah J. Piazza, Esq., at Hodgson Russ
LLP, in New York, explained that JCI's request to compel
arbitration stems from its objection to the Debtors' proposed cure
amounts in relation to the Debtors' intent to assume three
unexpired leases with JCI and its subsidiaries. The aggregate
cure amount proposed by the Debtors was $61,987,445, which JCI
disagrees, contending that the amount the Debtors ought to pay JCI
to cure defaults for all three companies was not less than
$103,411,665.
On June 15, 2009, JCI objected to the Debtors' proposed cure
amount only to withdraw it pursuant to the Debtors' request and a
stipulation, which provided that the disputes would be determined
in accordance with the Cure Dispute Resolution Process, pursuant
to a Trade Agreement executed by JCI with the Debtors at the
outset of the Debtors' bankruptcy case.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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). 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.
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, serves as the Chief Executive
Officer for Motors Liquidation Company. 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.
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).
GENERAL MOTORS: L. Washington Demands Payment of Disallowed Claim
-----------------------------------------------------------------
In an affidavit under the Uniform Declaratory Judgment Act dated
June 15, 2009, LaFonza Earl Washington, believing that he is in
danger of losing payment for his $1.5 billion ex-parte claim
against GM which is now "due and remains unpaid," asks the U.S.
Bankruptcy Court for the Southern District of New York to direct
GM to deliver to him the demanded amount in order to avoid
statutorily preventable loss and to administer justice.
Lafonza Earl Washington is asserting entitlement to receive, in
accordance with Rule 4001(a)(2) of the Federal Rules of Bankruptcy
Procedure, a payment of $1,596,931,740.
For failure to allege prima facie entitlement to the Claim,
however, the Court denied the request. Mr. Washington asked the
Court to issue a Writ of Execution against the Debtors on the
"grant of relief" entered by the Court in his favor, directing the
Debtors to pay $1,604,556,940.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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). 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.
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, serves as the Chief Executive
Officer for Motors Liquidation Company. 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.
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).
GENERAL MOTORS: Places REALM and ENCORE Units in Chapter 11
-----------------------------------------------------------
Remediation and Liability Management Company, Inc., and
Environmental Corporate Remediation Company, Inc. -- who are both
direct subsidiaries of General Motors Corporation, now known as
Motors Liquidation Company -- each commenced a voluntary case
under chapter 11 of the Bankruptcy Code on October 9, 2009,
and are seeking to have their cases jointly administered with the
Debtors' chapter 11 cases, as well as to have various orders and
motions entered and filed in the Debtors' chapter 11 cases apply
to their chapter 11 cases.
REALM and ENCORE were created to manage environmental remediation
liabilities, including assessing, investigating, and discharging
environmental liabilities associated with domestic and
international properties affiliated with the Company.
Old GM's objective is to work with local communities, developers
and other stakeholders to resolve environmental remediation
obligations at the properties that are under the Company's control
in a manner that protects public health and the environment while
being consistent with the interests of creditors in the Company's
bankruptcy proceedings. To this end, the Debtors determined that
the chapter 11 process is the most appropriate forum for
addressing a number of long-term and short-term obligations
associated with REALM and ENCORE. Moreover, in light of the
interdependency between REALM, ENCORE and the Debtors, the Debtors
believe joint administration of REALM and ENCORE's chapter 11
cases with the Debtors' chapter 11 cases allows for a concurrent,
court-supervised wind-down of assets and operations.
On July 10, 2009, the Debtors completed the sale of substantially
all of their assets to a company now known as General Motors
Company. The Debtors are now conducting an orderly wind-down of
their remaining assets and operations. This process involves
analyzing the assets and obligations of the Company's numerous
subsidiaries to determine the most appropriate means of
liquidation of each subsidiary.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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.
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). 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.
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, serves as the Chief Executive
Officer for Motors Liquidation Company. 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.
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).
GENERAL MOTORS: May Sign on Opel Deal With Magna This Week
----------------------------------------------------------
Chris Reiter at Bloomberg reports that General Motors Co. may sign
a deal this week to sell a majority stake in Adam Opel GmbH to a
group led by Magna International Inc., ceding control of its cash-
strapped European arm after 80 years.
Contracts are being completed as the parties work through
outstanding details, GM Chief Executive Officer Fritz Henderson
Said, according to Bloomberg. GM, which won't receive cash,
agreed on Sept. 10 to sell 55 percent of Ruesselsheim, Germany-
based Opel to Magna and Russian partner OAO Sberbank.
"It's quite possible that these documents will be signed this
week," Henderson told reporters in Shanghai October 13.
The EUR5 billion transaction is backed by Germany, which has been
pushing for Opel's sale to Magna since May. Chancellor Angela
Merkel's government has offered 4.5 billion euros in loan
guarantees to finance the reorganization of the unprofitable
division, which employs about half of its 50,000-strong workforce
in Germany.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as 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). 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.
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, serves as the Chief Executive
Officer for Motors Liquidation Company. 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.
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).
GLOBAL SAFETY: Plan Confirmation Hearing on November 16
-------------------------------------------------------
Global Safety Textiles Holdings LLC scheduled a Nov. 16
confirmation hearing for approval of its revised Chapter 11 plan,
Bloomberg's Bill Rochelle said.
Under the Plan, (i) lenders will receive the new stock plus $70
million first-lien loan and a $30 million second-lien credit, with
an option to have up to 15% of the new stock auctioned off, and
(ii) holders of unsecured claims and equity interests won't
receive anything.
About Global Safety Textiles
Greensboro, North Carolina-based Global Safety Textiles Holdings
LLC is a manufacturer of fabrics for auto air bags wholly owned by
Wilbur Ross's International Textile Group Inc. The Company has
operations in three states in the U.S. and in five other
countries. There are 217 employees in the U.S. and 3,000 abroad.
Global Safety filed for Ch. 11 on June 30, 2009 (Bankr. D. Del.
Case No. 09-12234). Foreign based affiliates GST ASCI Holdings
Mexico, Inc., GST ASCI Holdings Asia Pacific, GST ASCI Holdings
Europe II LLC, Global Safety Textiles Acquisition GmbH, GST
Widefabric International GmbH, and GST ASCI Holdings Europe, Inc.,
were included in the Chapter 11 filing.
Michael C. Shepherd, Esq., at White & Case LLP, serves as the
Debtors' bankruptcy counsel. Attorneys at Fox Rothschild LLP
serves as co-counsel. EPIQ Bankruptcy Systems is claims agent.
The petition says Global Safety's assets and debts are between
US$100 million to US$500 million.
GMAC INC: 2nd Circuit Rules on 'Negative Equity' on Auto Loans
--------------------------------------------------------------
According to Bloomberg's Bill Rochelle, six U.S. courts of appeal
agree with auto lenders by ruling that the so-called negative
equity on a previously owned auto must be paid in full as a
condition to keeping the new auto, if the old debt was wrapped
into the loan on the new car. The new decision came down on Oct.
9 from the U.S. Court of Appeals in New York.
According to Mr. Rochelle, the 2nd Circuit in Manhattan previously
concluded that the question was governed by New York State law.
Consequently, the Circuit Court asked the highest court in the New
York state court system to decide whether the negative equity on a
prior auto is part of a purchase money security interest on the
new auto loan.
The case is Reiber v. GMAC LLC (In re Peaslee), 07-3952, 2nd U.S.
Circuit Court of Appeals (Manhattan).
GMAC Financial Services -- http://www.gmacfs.com/-- formerly
General Motors Acceptance Corporation, is a bank holding company
with operations in North America, South America, Europe and Asia-
Pacific. GMAC specializes in automotive finance, real estate
finance, insurance, commercial finance and online banking. As of
December 31, 2008, the company had $189 billion in assets and
serviced 15 million customers around the world.
GMAC is the biggest lender to GM's 6,500 dealers nationwide, most
of which get the financing they need to operate and buy vehicle
inventory from the automaker, CNNMoney.com notes.
GMAC Financial Services is wholly owned by GMAC LLC. Cerberus
Capital Management LP led a group of investors that bought a 51%
stake in GMAC LLC from General Motors Corp. in December 2006 for
$14 billion.
On December 24, 2008, GMAC Financial Services' application to
become a bank holding company under the Bank Holding Company Act
of 1956, as amended, was approved by the Board of Governors of the
Federal Reserve System. In addition, GMAC Bank received approval
from the Utah Department of Financial Institutions to convert to a
state bank.
* * *
As reported in the Troubled Company Reporter on May 5, 2009,
Standard & Poor's Ratings Services maintains its CCC/Negative/C
rating on GMAC LLC despite the Company's announcement that it
entered into an agreement with Chrysler Financial Services
Americas LLC to provide future automotive financing products and
services to Chrysler dealers and customers.
HD SUPPLY: Moody's Junks Probability of Default Ratings From 'B3'
-----------------------------------------------------------------
Moody's Investors Service lowered HD Supply, Inc.'s Corporate
Family and Probability of Default Ratings to Caa1 from B3. The
Speculative Grade Liquidity rating remains SGL-2. This concludes
the review initiated on September 9, 2009. The outlook is stable.
The downgrade reflects an expectation of further erosion in HDS'
credit metrics due to the prolonged downturn in the North American
Economy and the resulting impact across several of the company's
business units. Although residential construction is seeing some
modest improvement in the coming years, expected improvement pales
in comparison to three years ago when seasonally adjusted new
housing starts peaked at 2.1 million in early 2006. Additionally,
the non-residential construction end market will likely remain
sluggish into 2011. In taking these actions Moody's notes that
HDS' fundamental business position as a wholesale distributor for
the residential and non-residential construction and maintenance,
repair and operations markets remain sound. However, the
prolonged downturn across its business segments is yielding weak
credit metrics especially in view of the company's substantial
debt burden.
HDS is attempting to minimize the negative impact of this downturn
on its operating margins and cash generation by reducing its
workforce and closing underutilized branches. Notwithstanding
these efforts, HDS' ability to generate meaningful levels of
operating earnings and free cash flow for debt reduction will be
difficult to achieve due to the trend of lower earnings.
Debt/EBITDA was 11.6 times at 2Q 08/09 and EBIT/cash interest was
below 0.50 times for the last twelve months through August 2, 2009
(all ratios adjusted per Moody's methodology). Moody's believes
that HDS will continue to face a difficult operating environment
through 2010 and into 2011. For the foreseeable future the
company's credit metrics are unlikely to support a rating higher
than a Caa1 corporate family rating.
HDS' SGL-2 speculative grade liquidity rating reflects Moody's
belief that the company will maintain a good liquidity profile
over the next twelve months. Moody's view is that free cash flow
should be sufficient to fund normal operating requirements and
capital spending needs. Additionally, $707 million of cash on
hand and $541 million of availability under the company's asset-
based revolving credit facility, aggregating to about $1.2 billion
at 2Q 08/09, should give HDS sufficient flexibility to manage
through the current economic downturn.
The stable outlook reflects HDS' good liquidity profile, which
should provide the company with sufficient financial flexibility
to contend with the near term weakness in its key markets.
These ratings/assessments were affected by this action:
* Corporate Family Rating lowered to Caa1 from B3;
* Probability Default Rating lowered to Caa1 from B3;
* $2.03 billion (originally $2.1 billion) senior secured revolving
credit facility due 2012 lowered to B1 (LGD2, 17%) from Ba3
(LGD2, 19%);
* $300 million senior secured revolving credit facility due 2013
lowered to B1 (LGD2, 17%) from Ba3 (LGD2, 19%);
* $982 million (originally $1.0 billion) senior secured term loan
affirmed at Baa1 reflecting the guarantee provided by Home
Depot, Inc.;
* $2.5 million Senior Unsecured Notes due 2014 lowered to Caa2
(LGD4, 62%) from Caa1 (LGD4, 64%); and,
* $1.1 billion Senior Subordinated PIK Notes due 2015 lowered to
Caa3 (LGD6, 91%) from Caa2 (LGD6, 91%).
The company's speculative grade liquidity rating remains at SGL-2.
The last rating action was on September 9, 2009, when Moody's
placed HDS' B3 Corporate Family Rating on review for potential
downgrade.
HDS' ratings were assigned by evaluating factors Moody's believes
are relevant to the credit profile of HDS, such as i) the business
risk and competitive position of the company versus others within
its industry, ii) capital structure and financial risk of the
company, iii) the projected performance of the company over the
near to intermediate term, and iv) management's track record and
tolerance for risk. These attributes were compared against other
issuers both within and outside of HDS' core industry and HDS'
ratings are believed to be comparable to those of other issuers of
similar credit risk.
HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest wholesale distributors supporting primarily three market
sectors including Infrastructure and Energy; Maintenance, Repair &
Improvement; and, Specialty Construction. HDS operates through
nearly 790 locations throughout the U.S. and Canada serving
contractors, government entities, maintenance professionals, home
builders and professional businesses. Revenues for the last
twelve months through August 2, 2009, totaled approximately
$8.4 billion.
HEALTHSOUTH CORP: Seeks Amendment and Extension of Term Loan
------------------------------------------------------------
HealthSouth Corporation said Friday it made a presentation to its
lenders regarding an amendment and extension of its term loan.
HealthSouth discussed, among other things, its strategy,
objectives, and financial performance, as well as industry trends
and dynamics.
The Company also said it met with certain third parties at the
Stifel Nicolaus/John Hopkins Health Policy Symposium in Baltimore,
Maryland, on September 15, 2009.
In its presentation on Friday, the Company shared its preliminary
observations on the third quarter of 2009. These observations
are:
-- Volume: The Company has continued to experience positive
discharge growth and remains on track to achieve 4+%
discharge growth in the second half of 2009.
-- Pricing: Quarter-over-quarter comparables are similar.
-- Adjusted Consolidated EBITDA: While results are not
finalized, the Company's trend of exceeding comparable
2008 quarterly Adjusted Consolidated EBITDA results is
expected to continue in the third quarter of 2009.
The Company will discuss its results for the third quarter of 2009
during its third quarter earnings conference call at 9:30 a.m. ET
on Wednesday, November 4, 2009.
About HealthSouth Corp.
Based in Birmingham, Alabama, HealthSouth Corporation --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services. Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.
HealthSouth had $1.88 billion in total assets; and $2.55 billion
in total liabilities, and $387.4 million in convertible perpetual
preferred stock; resulting in $1.05 billion in stockholders'
deficit at June 30, 2009. The Company's balance sheet at June 30
also showed strained liquidity, with $628.2 million in total
current assets, including $49.8 million in cash and cash
equivalents, on $706.1 million in total current liabilities.
Healthsouth carries a 'B2' long term corporate family rating from
Moody's and a 'B' long term foreign issuer credit rating from
Standard & Poor's.
HISTORIC US NATIONAL: Files Ch. 11 to Fend Off Foreclosure
----------------------------------------------------------
Historic U.S. National Bank Block LLC, the owner of three
commercial office buildings in Portland, Oregon, filed a Chapter
11 petition to fend off foreclosure, Bill Rochelle at Bloomberg
News reported.
According to the report, the buildings are known as the Historic
U.S. Bank Building, the Wells Fargo Building and the Motor Bank
Building. They are encumbered with more than $25.5 million in
mortgages. The buildings generate more than $250,000 a month in
rent, a court paper says.
Portland, Oregon based Historic U.S. National Bank Block LLC filed
for Chapter 11 on October 9, 2009 (Bankr. D. Ore. Case No.: 09-
38304). Robert J. Vanden Bos, Esq., represents the Debtor in its
reorganization effort. The petition says assets and debts range
from $10,000,001 to $50,000,000.
HOTEL FURNITURE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hotel Furniture Sales, Inc.
sba Hotel Furniture Liquidators
4500 Wynn Road
Las Vegas, NV 89103
Bankruptcy Case No.: 09-29126
Chapter 11 Petition Date: October 12, 2009
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Mike K. Nakagawa
Debtor's Counsel: Zachariah Larson, Esq.
Larson & Stephens
810 S. Casino Center Blvd., Suite 104
Las Vegas, NV 89101
Tel: (702) 382-1170
Fax: (702) 382-1169
Email: ecf@lslawnv.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
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nvb09-29126.pdf
The petition was signed by Barton K. Maybie, president of the
Company.
HUNTER FAN: S&P Downgrades Corporate Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its ratings
on Memphis, Tennessee-based Hunter Fan Co., including its
corporate credit rating to 'B-' from 'B'. The outlook is
negative. As of July 31, 2009, the company had about $199 million
in reported debt outstanding.
S&P lowered the issue-level ratings on Hunter Fan's first-lien
term loan to 'B' from 'B+', one notch higher than the corporate
credit rating on the company. The recovery rating on this debt
remains '2', indicating that S&P believes lenders can expect
significant recovery (70%-90%) in the event of a payment default.
S&P also lowered the issue-level rating on the company's second-
lien term loan to 'CCC' from 'CCC+', two notches lower than the
corporate credit rating on the company. The recovery rating on
this debt remains '6', indicating that S&P believes lenders can
expect negligible (0%-10%) recovery in the event of a payment
default.
S&P removed all ratings from CreditWatch, where S&P had placed
them with negative implications on March 26, 2009, reflecting
S&P's concerns about Hunter Fan's tight covenant cushion and its
ability to reduce debt leverage given the weak U.S. housing market
and economy.
"The ratings on Hunter Fan Co. reflect its leveraged capital
structure, exposure to the weak housing market, narrow product
focus, small size, and customer concentration," said Standard &
Poor's credit analyst Rick Joy.
S&P believes Hunter Fan's sales are highly concentrated, with the
Hunter- and Casablanca-branded ceiling fans representing the
majority of its sales. Other product segments include home
comfort items such as air purifiers, humidifiers, and programmable
thermostats sold under the Hunter brand name. With the support of
its strong brand names, S&P estimates Hunter Fan has a significant
share of the domestic ceiling fan market. However, the company is
a much smaller player in the highly fragmented U.S. home comfort
products industry. Hunter Fan has established longstanding
relationships with home centers, mass merchants, and independent
retailers. However, S&P believes customer concentration is a
risk, as S&P estimates the company's top-three customers
contributed more than half of its fiscal 2008 net sales.
The company's operating performance has weakened as a result of
the weak economic environment and poor weather during the
company's key summer selling season. During the third quarter
ended Aug. 2, 2009, sales decreased from the same period 2008
because of reduced demand due to weak economic conditions and
unseasonably cool and wet weather in many parts of the U.S., as
well as tighter inventory control from its key retail customers.
S&P estimates EBITDA declined at a lower rate than sales, as
internal cost controls and lower raw material costs during the
quarter partially offset the impact of lower volumes. Although
S&P expects the company's margins will continue to see a benefit
from cost-reduction actions, S&P believes near-term operating
performance is likely to remain challenging, given the current
weak economic environment. Despite lower debt levels, credit
metrics have deteriorated and the company remains very highly
leveraged. For the 12 months ended Aug. 2, 2009, S&P estimates
total lease-adjusted debt to EBITDA was about 7.1x and funds from
operations to total adjusted debt was about 5.6%, compared with
6.8x and 6.3%, respectively, in the prior year period.
The outlook is negative. S&P is concerned about the company's
ability to maintain sufficient cushion on its financial covenants
and to improve its credit metrics and operating performance in the
current weak economy and housing market. S&P could lower the
ratings in the near term if Hunter Fan is unable to maintain
adequate liquidity and/or if the company's operating environment
and credit measures substantially weaken further. S&P would
consider revising the outlook to stable if the company can improve
covenant cushion levels, reduce debt leverage, and maintain
adequate liquidity.
JAMIE VERGARA: Reorganization Case Converted to a Chapter 7
-----------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida authorized the conversion of Jamie
Ruben Vergara's Chapter 11 case to a Chapter 7 of the Bankruptcy
Code.
Headquartered in Orlando, Florida, Jamie Ruben Vergara filed for
Chapter 11 protection on March 9, 2009 (Bankr. M.D. Fla. Case
No. 09-02751). Lawrence M. Kosto, Esq., at Kosto & Rotella PA,
represents the Debtor as bankruptcy counsel. In his petition,
Mr. Vergara listed assets of between $10 and $50 million, and the
same range of debts.
JEFFREY OWEN: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jeffrey R. Owen
7105 Windham Parkway
Prospect, KY 40059
Bankruptcy Case No.: 09-35224
Chapter 11 Petition Date: October 11, 2009
Court: United States Bankruptcy Court
Western District of Kentucky (Louisville)
Judge: Thomas H. Fulton
Debtor's Counsel: Henry K. Jarrett III, Esq.
807 West Market Street, First Floor
Louisville, KY 40202
Tel: 584-1374
Fax: 585-4009
Email: henryk@iglou.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 $1,179,000,
and total debts of $1,598,200.
A full-text copy of Mr. Owen's petition, including a list of his 7
largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/kywb09-35224.pdf
The petition was signed by Mr. Owen.
JOHN KARDUM: U.S. Trustee Sets Meeting of Creditors for November 9
------------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in John Kardum and Shirley Kardum's Chapter 11 case on Nov. 9,
2009, at 2:30 p.m. The meeting will be held at Suite 300, 3685
Main St., Riverside, California.
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.
Temecula, California-based John Kardum and Shirley Kardum filed
for Chapter 11 on Sept. 25, 2009 (Bankr. C.D. Calif. Case No. 09-
32689). Michael Jay Berger, Esq., represents the Debtors in its
restructuring effort. In its petition, the Debtors listed assets
and debts both ranging from $10,000,001 to $50,000,000. According
to the schedules, the Company has assets of at least $29,890,144,
and total debts of $16,622,890.
JOHN STOKES: Case Converted to Ch. 7 Due to Non-Payment of Taxes
----------------------------------------------------------------
U.S. Bankruptcy Judge Ralph B. Kirscher in Butte, Montana, entered
an order converting John Patrick Stokes' bankruptcy case to
Chapter 7 liquidation.
Mr. Stokes said he hadn't filed a federal tax return since
1985. Judge Kirscher said that failure to file tax returns is a
"red flag." In his view, "it is not in the public interest to
allow debtors who fail to undertake their burdens under the
Internal Revenue Code by not filing tax returns to enjoy the
benefits of the U.S. Bankruptcy Code."
The U.S. Trustee sought to convert Stokes' Chapter 11 case to a
liquidation in Chapter 7. The U.S. Trustee pointed to the failure
to file operating reports and pay fees to the U.S. Trustee. The
judge said there were millions of dollars in "purported assets"
that weren't listed in the bankruptcy papers.
John Stokes owns a Kalispell radio station. He filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Montana. Mr. Stokes' bankruptcy filing includes
his two unregistered corporations, Z-600 Inc. and Skyline
Broadcasting.
The Court eventually converted Mr. Stokes' Chapter 11
reorganization case to Chapter 7 liquidation when the Debtor
failed to accurately disclose his assets to the court, meet
financial reporting requirements, pay filing fees, file state or
federal income taxes for years.
JOHNSON BROADCASTING: Plan Filing Period Moved to Nov. 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended Johnson Broadcasting, Inc., and Johnson Broadcasting of
Dallas, Inc.'s exclusive period to file a plan until Nov. 30,
2009, and its solicitation period until Jan. 31, 2010.
Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas. Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
October 13, 2008 (Bankr. S.D. Texas Case No. 08-36583 and 08-
36585, respectively). John James Sparacino, Esq., Joseph Peak
Rovira, Esq., and Timothy Alvin Davidson, II, Esq., at Andrews and
Kurth, serve as counsel to the Debtors. In its schedules, Johnson
Broadcasting Inc. listed total assets of $7,759,501 and total
debts of $14,232,988.
JSA ARCHITECTURE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: JSA Architecture Planning Engineering Interior Design
6450 Steubenville Pike
Pittsburgh, PA 15205-1004
Bankruptcy Case No.: 09-27502
Chapter 11 Petition Date: October 9, 2009
Court: United States Bankruptcy Court
Western District of Pennsylvania (Pittsburgh)
Debtor's Counsel: Donald R. Calaiaro, Esq.
Calaiaro & Corbett, P.C.
Grant Building, Suite 1105
310 Grant Street
Pittsburgh, PA 15219-2230
Tel: (412) 232-0930
Fax: (412) 232-3858
Email: dcalaiaro@calaiarocorbett.com
Estimated Assets: $100,001 to $500,000
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 James V. Eckles, president of the
Company.
KIDDIELAND AMUSEMENT: Closes Amusement Park, Rides Put on Sale
--------------------------------------------------------------
Blog.taragana.com reports that Kiddieland Amusement Park has shut
down and its rides, including a 1950s German carousel and roller
coaster, are now for sale. According to Blog-taragana.com, the
owners said that they would close the park in May, due to rivaling
factions in the family, as one group that owns the land wants to
use it for other purposes.
Chicago-area family amusement park Kiddieland Amusement Park
opened in 1929 in suburban Melrose Park.
KIEBLER SLIPPERY: Martik Wants Appointment of Chapter 11 Trustee
----------------------------------------------------------------
Martik Brothers, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Ohio to enter an order appointing a a Chapter
11 Trustee to operate Kiebler Slippery Rock LLC's business and to
propose a plan of reorganization.
Martik, a general construction contractor, alleges that the
Debtor, prepetition, was involved in the diversion of funds, self-
dealing, the apparent interference with a Writ of Execution to be
issued on and served upon the Debtor and Huntington National Bank,
and the postpetition conduct exhibited by the Debtor in its first
day filings.
Martik added that the appointment of a Chapter 11 Trustee is
necessary to protect the Debtor's estate and its creditors.
Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087). Andrew L.
Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland,
Esq., at Thompson Hine LLP represent the Debtor in its
restructuring effort. In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.
KIEBLER SLIPPERY: Has Until Oct. 30 to File Schedules & Statement
-----------------------------------------------------------------
The Hon. Randolph Baxter of the U.S. Bankruptcy Court for the
Northern District of Ohio extended until Oct. 30, 2009, Kiebler
Slippery Rock LLC's time to file its schedules of assets and
liabilities and statement of financial affairs.
Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087). Andrew L.
Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland,
Esq., at Thompson Hine LLP, represent the Debtor in its
restructuring effort. In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.
KIEBLER SLIPPERY: Section 341(a) Meeting Scheduled for November 3
-----------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of creditors
in Kiebler Slippery Rock LLC's Chapter 11 case on Nov. 3, 2009, at
3:00 p.m. The meeting will be held at 341 Meeting, H.M.M. U.S.
Courthouse, 201 Superior Ave, 6th Floor, Cleveland, Ohio.
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.
Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087). Andrew L.
Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland,
Esq., at Thompson Hine LLP, represent the Debtor in its
restructuring effort. In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.
KIEBLER SLIPPERY: U.S. Trustee Appoints 3-Member Creditors Panel
----------------------------------------------------------------
Daniel M. McDermott, U.S. Trustee for Region 9, appointed three
members to the official committee of unsecured creditors in
the Chapter 11 cases of Kiebler Slippery Rock LLC.
The Creditors Committee members are:
1. Youngblood Paving Inc.
Attn: Larry Youngblood
2516 State Route 18
Wampum, PA 16157
Tel: (724) 535-3395
Fax: (724) 535-3371
2. Urban Design Associates
Attn: Barry Long
31st Floor - Gulf tower
Pittsburgh, PA 15219
Tel: (412) 803-4060
Fax: (412) 263-5202
3. Skoda Minotti
Attn: Paul R. Etzler CPA
6685 Beta Drive
Mayfield Village OH 44143
Tel: (440) 449-6800
Fax: (440) 646-1615
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense. They may investigate the Debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also Attnempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.
About Kiebler Slippery Rock
Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087). Andrew L.
Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland,
Esq., at Thompson Hine LLP, represent the Debtor in its
restructuring effort. In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.
LANDAMERICA FIN'L: Controller Insists Stay Relief Warranted
-----------------------------------------------------------
Debtor LandAmerica Title Company previously sought the entry of an
order staying all proceedings in two actions involving John
Chiang, Controller of the State of California, and United Title
Company. The Actions are referred to as the "Writ Action" and the
"Enforcement Action." The Writ Action is captioned United Title
Company v. John Chiang, Controller of the State of California,
Case No. BS111835 (Sup. Ct. of Cal. Los Angeles County); while the
Enforcement Action is captioned John Chiang, Controller of the
State of California v. United Title Company, Nations Holding
Group, and Does 1-100, Case No. BC397165 (Sup. Ct. of Cal. Los
Angeles County).
Upon considering the parties' arguments, Bankruptcy Judge Kevin
Huennekens ruled that with regard to the Enforcement Action, LTC's
stay request is:
(a) granted as to LTC over the California Controller's
objection that the Enforcement Action is exempt from the
automatic stay and accordingly, the Enforcement Action
is stayed as to LTC; but
(b) denied as to Nations Holding Group and accordingly, the
Enforcement Action is not stayed pursuant to Section 362
of the Bankruptcy Code as to Nations Holding Group.
Judge Huennekens has also denied LTC's request with regard to the
Writ Action. The Writ Action is not stayed pursuant to Section
362.
Controller Seeks Reconsideration
Representing the California Controller, Scott A. Stengel, Esq.,
at Orrick, Herrington & Sutcliffe LLP Washington, DC, asserts
that the Court based its recent stay ruling on the Controller's
lawsuit on an ambiguously worded decision in the case of Grayson
v. WorldCom, Inc. (In re WorldCom, Inc.), No. 05 Civ. 5704, 2006
WL 2270379 (S.D.N.Y. Aug. 8, 2006), which LTC cited for the first
time less than 2 business days before the Aug. 25, 2009 hearing
and described as reaching exactly the same result.
In a memorandum of law filed with the Court on September 30,
2009, Scott A. Stengel, Esq., at Orrick, Herrington & Sutcliffe
LLP, in Washington, DC, representing John Chiang as Controller of
the State of California, argues that contrary to LandAmerica
Financial Group, Inc.'s original statements to the Court, the
WorldCom case turns out not to be "the only on-point authority
cited by any of the parties addressing the direct precise
question raised here."
Mr. Stengel says LFG seems to seek to distract the Court by
arguing that (1) the Controller failed to satisfy the legal
standard for reconsideration, (2) the Court's ruling was premised
on far more than the WorldCom case, and (3) even if not "directly
100 percent on all fours," the WorldCom case is persuasive. When
scrutinized, however, those arguments -- just like LFG's
characterization of the WorldCom case -- do not stand up, he
argues.
While the Controller did not agree with the Court's reasoning, no
request has been made to reexamine its validity, Mr. Stengel
cites. Rather, he notes, the Controller has focused on the
Court's apprehension of the WorldCom case -- which LFG tacitly
acknowledges was erroneous. Under the standard set forth in the
case Illusions-Dallas Private Club, Inc. v. Steen, No. 3:04-CV-
0201-B, 2007 WL 4380132, Mr. Chiang asserts that the clear error
of law warrants reconsideration.
Accordingly, Mr. Chiang maintains that the primary purpose of the
Unclaimed Property Law is consumer protection and does not
unjustly enrich those who may be holding the property of others.
The Controller's authority under the UPL to regulate and secure
these property rights, particularly those of citizens who cannot
be located and therefore have no voice, is an exercise of the
most central of its police powers, Mr. Stengel avers.
In a separate filing, Mr. Chiang asks the Court to take judicial
notice of the Ruling on Order to Show Cause entered on Sept. 30,
2009, by the U.S. District Court for the Central District of
California in Chiang v. United Title Co. (CV 09-3965-GW (AJWx).
Mr. Chiang relates that this matter involves the lawsuit he
brought to enforce California's Unclaimed Property Law against
LandAmerica Title Company, currently subject to the automatic
stay, Nations Holding Group, and other defendants in the Los
Angeles County Superior Court, which also is the subject of his
pending Motion to Reconsider.
Mr. Chiang's Motion to Reconsider the Court's order on LTC's Lift
Stay Request has been scheduled for consideration at a hearing on
December 17, 2009.
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). Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel. Zolfo Cooper is the restructuring advisor. Epiq
Bankruptcy Solutions serves as claims and notice agent.
Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC serve as counsel to the Creditors Committee of 1031
Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.
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. LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 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)
LANDAMERICA FIN'L: LES Committee Supports Amended Plan
------------------------------------------------------
Prior to LandAmerica Financial Group Inc. and its affiliates'
submission of the Amended Chapter 11 Plan and Amended Disclosure
Statement, the Official Committee of Unsecured Creditors of
LandAmerica 1031 Exchange Services, Inc., asked Judge Huennekens
to approve the form of letter it prepared for the benefit of
unsecured creditors of LES in support of the Debtors' Amended
Plan.
The LES Committee believes that it is important for the unsecured
creditors of LES to understand, in a communication directly from
the LES Committee, rather than the Debtors, the specific reasons
why it believes the Amended Plan deserves their support and that
the Amended Plan is more favorable to the LES unsecured creditors
than other alternatives.
Accordingly, the LES Committee seeks the Court's approval of the
transmission of the Support Letter to the LES unsecured creditors
in conjunction with the distribution of the Amended Plan and
Amended Disclosure Statement, once approved.
The Court will consider the LES Committee's request on Oct. 13,
2009, at 10:00 a.m. Eastern Time.
A full-text copy of the LES letter is available for free at:
http://bankrupt.com/misc/LandAm_LESCommPlanLetter.pdf
Angela M. Arthur, et al., Object
Angela M. Arthur, as Trustee of the Arthur Declaration of Trust,
dated December 29, 1988; Leapin Eagle, LLC, a limited liability
company; Vivian R. Hays; Denise J. Wilson; Gerald R. Terry; Ann
T. Robbins; and Jane T. Evans, relate that the LES Committee
Letter begins by noting that the Plan and Disclosure Statement
"are voluminous," "are written in legalese" and "may be hard to
understand." If this is true, the Amended Disclosure Statement
should be disapproved, the Objectors contend.
The Objectors maintain that a Disclosure Statement must be
written so that it can be understood by average creditors. They
assert that the initial sentence in the proposed Letter should be
disapproved and removed from the letter because it improperly
discourages the recipient from reading and analyzing the Amended
Disclosure Statement, a document which must contain the "adequate
information" requirements of Section 1125 of Bankruptcy Code.
The Objectors believe that the entire tone of the letter is
designed to inflate expectations among the unsecured creditors
and thereby, secure favorable votes for the Amended Plan.
However, nowhere in the Amended Plan, the Amended Disclosure
Statement or the LES Committee letter are litigation risks
addressed. The litigation risks under the Debtors' cases are, in
fact, significant, the Objectors remind the Court.
Based on the misleading nature of the proposed solicitation
Letter, the Objectors reiterate that the approval must be denied.
In the alternative, the Objectors ask the Court that their
proposed letter be approved to accompany the Amended Plan and
Amended Disclosure Statement and Supplemental Letter of the LES
Committee or be served upon unsecured creditors as directed by
the Court.
A full-text copy of the Arthur Objectors' Letter is available for
free at http://bankrupt.com/misc/LandAm_ArthurPlanLetter.pdf
The Objectors also ask the Court to hear their request on
October 13, 2009.
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). Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel. Zolfo Cooper is the restructuring advisor. Epiq
Bankruptcy Solutions serves as claims and notice agent.
Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC serve as counsel to the Creditors Committee of 1031
Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.
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. LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 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)
LANDAMERICA FIN'L: LFG Committee Says Issues Remain Unresolved
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of LandAmerica
Financial Group Inc. informed the Court in an October 9, 2009
filing that it does not support Draft Plan filed by the Debtors.
Christian K. Vogel, Esq., at LeClairRyan, in Richmond, Virginia,
says that the LFG Committee has been diligently working with the
Debtors and the LandAmerica 1031 Exchange Services, Inc.'s
Creditors Committee to identify modifications to the Draft Plan
and revisions to the Disclosure Statement that are appropriate to
the overall resolution of the case and confirmation of a plan
consistent with the mediation term sheets and acceptable to the
LFG Committee.
Thus, in the event the LFG Committee and the Debtors are able to
consensually resolve the open issues relative to the Draft Plan
and Disclosure Statement, the LFG Committee asks the Court to
enter an order approving the form of letter it prepared for LFG's
unsecured creditors in support of the Plan.
A copy of the form of the Plan Support Letter prepared by the LFG
Committee is available for free at:
http://bankrupt.com/misc/LandAm_LFGComPlanLetter.pdf
The LFG Committee asserts that a direct Committee communication
to the LFG unsecured creditors, which outlines the specific
reasons why the LFG Committee is supporting the Draft Plan, is
vital to ensuring that the unsecured creditors both understand
various aspects of the Draft Plan and support it.
Thus, the LFG Committee seeks that the Court approve the
transmission of the Solicitation Letter it prepared to the LFG
unsecured creditors in conjunction with the distribution of the
Plan and Disclosure Statement, once approved.
The LFG Committee asks Judge Huennekens not to approve the
Disclosure Statement until all open issues with the Draft Plan
and the Disclosure Statement are resolved.
The LFG Committee also urges the Court to consider its request at
the hearing scheduled for October 13, 2009.
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). Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel. Zolfo Cooper is the restructuring advisor. Epiq
Bankruptcy Solutions serves as claims and notice agent.
Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC serve as counsel to the Creditors Committee of 1031
Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.
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. LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 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)
LEAP WIRELESS: Goldman Sachs Reports 16.6% Equity Stake
-------------------------------------------------------
The Goldman Sachs Group, Inc., and Goldman, Sachs & Co. disclose
12,814,252 shares or roughly 16.6% of the common stock of Leap
Wireless International, Inc.
Leap Wireless International, Inc. (NASDAQ: LEAP) --
http://www.leapwireless.com/-- provides wireless services in 29
states and holds licenses in 35 of the top 50 U.S. markets.
Cricket offers customers a choice of unlimited voice, text, data
and mobile Web services.
As of June 30, 2009, the Company had $5.42 billion in total
assets; and $3.55 billion in total liabilities and $77.8 million
in redeemable non-controlling interests; resulting in
$1.79 billion in stockholders' equity. As of June 30, 2009, the
Company had $323.9 million in accumulated deficit.
* * *
According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable. At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.
LEAR CORP: Lease Decision Deadline Extended to Feb. 2
-----------------------------------------------------
Bankruptcy Judge Allan Gropper has extended the Debtors' deadline
to assume or reject unexpired leases through the earlier of (a)
February 2, 2010, or (b) the effective date of a Chapter 11 plan.
The Debtors anticipate that their plan of reorganization will be
confirmed on November 5, 2009. The Debtors relate that
confirmation of that Plan on November 5 will allow them to
expeditiously emerge from Chapter 11 cases and will lead to the
assumption of the majority of the unexpired leases on the
effective date as provided for in the Plan. However, the Debtors
note, in the unlikely event that the confirmation were delayed or
denied or the Plan does not become effective, they would need
additional time to request assumption of those unexpired leases
that are valuable to their estates, or to revisit their prior
determination, in light of the changed circumstances, whether
certain Unexpired Leases should be rejected.
About Lear Corp.
Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products. The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.
Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326). Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.
Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel. McCarthy Tetrault LLP has been engaged as
CCAA counsel. Bodman LLP has been hired as special Michigan
counsel. Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel. Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors. Ernst & Young LLP is
the Debtors' auditors and tax advisors. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent. Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.
As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.
Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp. (http://bankrupt.com/newsstand/or 215/945-7000)
LEAR CORP: Proposes Deal With Arrangers of Exit Facility
--------------------------------------------------------
Lear Corporation and its debtor affiliates seek approval from
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York to enter into and perform under
engagement letters with arrangers JPMorgan Chase Bank, N.A., and
J.P.Morgan Securities, Inc., UBS Securities LLC and UBS Loan
Finance LLC and Citi Global Markets, Inc., and fee letters in
connection with an exit financing facility. The funds to be
provided by the Exit Facility will enable the Debtors to satisfy
their obligations under their plan of reorganization, including
repayment of the loans outstanding under the DIP Credit Facility.
To recall, the Debtors' existing postpetition financing facility
provides for an aggregate amount of $500,000,000, consisting
entirely of new money loans, and allows for the rollover of those
loans into an exit facility. If this option were exercised, the
Debtors would be obligated to pay the DIP/Exit Lenders a 1.0%
exit fee on the principal amount of loans converted to exit loans
-- or up to $ 5 million -- and an exit facility commitment fee,
payable in cash or warrants, of 5% of the amount of the Exit
Facility -- or as much as $25,000,000. In addition, loans
outstanding under the rollover Exit Facility would bear an
interest at an annual rate equal to the eurodollar rate plus 10%,
with a 3.5% eurodollar rate floor.
Ryan Blaine Bennett, Esq., at Kirkland & Ellis LLP, in New York,
tells the Court that the rollover feature ensured that the
Debtors would have access to exit financing to consummate a plan
of reorganization well in advance of their emergence from Chapter
11 and at a time when lenders were expressing serious concerns
about the risks inherent in funding an automotive supplier in
light of the uncertainty of the automotive markets in the face of
multiple original equipment manufacturer and tier 1 supplier
chapter 11 filings. Mr. Bennett asserts that in a difficult
credit market where many companies languished in Chapter 11
because they were unable to obtain sufficient financing, this
unique feature of the DIP Credit Facility created substantial
flexibility for the Debtors and reduced the risks inherent in the
Chapter 11 process for the Debtors and all of their
constituencies.
Mr. Bennett relates that although the rollover facility was
critical to maintaining the stability of the global enterprise,
shortly after approval of the DIP Credit Facility, and in an
effort to meet commitments to search for alternative exit
financing that the Debtors made to the Court and to their
stakeholders, the Debtors initiated discussions with and
solicited proposals from a variety of potential exit facility
arrangers. Ultimately, the Debtors determined that the
Arrangers' familiarity with their operations and capital
structure, and strong relationships with the broadest potential
syndicate member base made the Arrangers the best choice to
arrange an alternative exit facility on market terms.
The Debtors and the Arrangers have entered into the Engagement
Documents, which set forth, among other things, the scope of
engagement and the fees and expenses payable to the Arrangers in
connection with the proposed process. The Debtors seek the
Court's authority to pay fees and expenses associated with the
Engagement Documents to those Arrangers and furnish related
indemnities to those parties.
Mr. Bennett notes that although the Debtors are mindful of the
Court's preferences, at the Arrangers request, and as is
customary, the Fee Letters will be provided to the Creditors'
Committee, the Ad Hoc Committee of the Debtors' Unsecured
Noteholders and the United States Trustee.
The Debtors anticipate that the aggregate arrangement fees paid
under the Engagement Documents will be substantially less than
those related to the DIP Credit Facility if it were to roll over
and that the pricing of an alternative exit will also be
considerably lower. Further, the Debtors note, the fees owed
under the Engagement Documents will only be paid upon a
successful closing and syndication of an alternative exit
facility.
The Engagement Letters also provide for certain indemnification
by the Debtors to the Arrangers and certain related parties in
connection with the Arrangers' efforts and actions under and
relating to the Engagement Documents. Specifically, the Debtors
will indemnify the Arrangers from and against any and all losses,
claims, damages, liabilities except for those which have resulted
from willful misconduct or gross negligence.
Citing an unnamed person, who declined to be identified because
the discussions are private, Dow Jones Newswires said the
$400 million exit loan, which has a five-year maturity, was
originally expected to be roughly $300 million.
Interest on the exit loan is 5.75% over the London interbank
offered rate, or Libor, with the Libor floor capped at 2%, Dow
Jones Newswires reported. "This means that in no circumstances
will the lenders earn less than about 7.75% annual interest.
That's compared to the debtor-in-possession loan, which pays an
interest rate of 10% over the Libor, with the Libor floor capped
at 3.5%," Dow Jones' Kate Haywood pointed out.
The new $400 million loan effectively refinances the DIP, says
The Wall Street Journal.
"Market conditions have improved, and this is providing us with
the opportunity to seek improved exit financing terms," said Lear
Spokesman Mel Stephens. He declined to comment on the terms,
notes Bloomberg News.
According to Bloomberg, as much as $200 million of the financing
will be a so-called delayed draw, meaning it can be tapped later.
Lear may only access that additional cash on one occasion, a
maximum 35 days following the loan's closing date, the report
added.
A full-text copy of the Engagement Letter is available for free
at http://bankrupt.com/misc/Lear_ExitFacilityLetters.pdf
About Lear Corp.
Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products. The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.
Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326). Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.
Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel. McCarthy Tetrault LLP has been engaged as
CCAA counsel. Bodman LLP has been hired as special Michigan
counsel. Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel. Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors. Ernst & Young LLP is
the Debtors' auditors and tax advisors. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent. Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.
As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.
Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp. (http://bankrupt.com/newsstand/or 215/945-7000)
LEAR CORP: Wins Nod to Tap Spencer for New Directors' Search
------------------------------------------------------------
Lear Corp. and its units obtained the Court's approval to enter
into a Spencer Stuart letter agreement, nunc pro tunc to
September 11, 2009.
The Letter Agreement provides that Spencer Stuart will conduct a
search for eight independent directors for the post-chapter 11
board of Lear Corporation pursuant to the plan of reorganization
and the Chapter 11 plan term sheet. The search is to be
completed prior to the hearing on confirmation of the Plan,
currently proposed to be held November 5, 2009.
Pursuant to the Letter Agreement, Spence Stuart is to be paid a
retainer of $125,000. Spencer Stuart will be paid a flat fee of
$550,000 for its services. The Letter Agreement also provides
that Spencer Stuart is to be reimbursed for certain third-party
services related to the verification of director candidate
credentials, the investigation of certain press and media
sources, related research costs, computer and communications
costs, postage and reprographics costs. Spencer Stuart is also
to be reimbursed for reasonable travel and related expenses.
A full-text copy of the Letter Agreement is available for free
at http://bankrupt.com/misc/Lear_SpencerStuartAgreement.pdf
About Lear Corp.
Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products. The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.
Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326). Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.
Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel. McCarthy Tetrault LLP has been engaged as
CCAA counsel. Bodman LLP has been hired as special Michigan
counsel. Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel. Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors. Ernst & Young LLP is
the Debtors' auditors and tax advisors. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent. Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.
As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.
Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Lear Corp. (http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Parties Want Lehman-Barclays Papers Unsealed
-------------------------------------------------------------
The U.S. Trustee has filed a document conveying support of motions
by Lehman Brothers Holdings Inc., its official committee of
unsecured creditors, and the trustee for Lehman Brothers Inc. in
asking the Bankruptcy Court to unseal portions of court filings
charging Barclays Plc with buying Lehman's investment banking
business a year ago based "mistake, inadvertence or
misrepresentations to the Court."
Barclays purchased substantially all of Lehman's North American
broker-dealer assets in a sale transaction negotiated, approved
and executed within the span of a few days immediately following
LBHI's filing for bankruptcy.
In mid-September 2009, LBHI filed a motion, pursuant to Rule 60(b)
of the Federal Rules of Civil Procedure, asking the Bankruptcy
Court to modify the order it entered in connection with the fast-
tracked sale of assets to Barclay's Plc, which received a $5
billion windfall as part of its asset purchase. James W. Giddens,
trustee for the Liquidation of Lehman Brothers Inc. under the
Securities Investor Protection Act, filed its own Civil Rule 60(b)
motion in the SIPA proceedings, alleging that the transfer of
additional assets to Barclays in accordance with the Sept. 19,
2008 order by the Bankruptcy Court would create an unfair windfall
for Barclays at the expense of public customers.
The Committee, LBHI and the SIPA Trustee conducted a probe into
the assets transferred and liabilities assumed by Barclays in the
Sale Transaction. Because the parties entered into a
confidentiality stipulation and protective order, however, the
parties redacted the Rule 60(b) Motions to the extent they
reference materials Barclays produced in discovery to the
Committee and the Lehman Sellers designated as "confidential" or
"highly confidential."
The U.S. Trustee says that documents submitted by LBHI in
connection with its motion for relief from the sale order contains
no confidential information, such as lists or valuations of
securities, that is entitled to protection under section 107(a) of
the Bankruptcy Code.
The Creditors Committee says its request to unseal the Rule 60(b)
Motions comports squarely with both longstanding bankruptcy
principles of disclosure and transparency and the strong public
policy favoring open court proceedings.
However, given the profound effect the Sale Transaction had on all
creditors, and considering the strong interest in complete and
full disclosure, the Court should remove the seal and authorize
the parties to file unredacted copies of the Rule 60(b) Motions,
the Committee asserts.
$5-Billion Windfall Charges
Lehman Brothers, which is now headed by Bryan Marsal of Alvarez &
Marsal, says the sale order was entered on an inaccurate record
due to "mistake, inadvertence or misrepresentations to the Court."
Lehman Brothers, which filed hundreds of pages of documents to
defend its allegations, says there were multiple factors that led
to that result, including (i) the failure of certain Lehman and
Barclays representatives to disclose key components of the
transaction as it was originally presented to the Court on
September 17, 2008; (ii) the failure to disclose critical changes
in the deal that took place between September 17, and the hearing
held on Friday, September 19 to approve the sale transaction; and
(iii) the failure to disclose critical changes in the deal that
were made after the Court issued the sale order and before the
transaction closed on September 22.
The fact is that the deal was actually structured to give Barclays
an immediate and enormous windfall profit, says Robert W. Gaffey,
Esq., at Jones Day, representing Lehman.
According to Mr. Gaffey, certain Lehman executives agreed to give
Barclays an undisclosed $5 billion discount off the book value of
securities transferred to Barclays, and later agreed to give
billions more in so-called "additional value" that Barclays
demanded, but the Court never approved. He relates that this
immediate windfall to Barclays (i) was not disclosed to the boards
of LBHI or LBI, (ii) was not revealed in the agreement the Court
was asked to approve, and (iii) was never disclosed to the Court
until now.
To right the wrong that resulted, it is not necessary for the
Court to undo the sale, Lehman Brothers says. "Rather, the Court
needs only to require Barclays to return to the Sellers' estates
the value it took in excess of what the Sellers were entitled to
convey based on the record before the Court."
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
LEVEL 3: Loomis Sayles Reports 11.22% Equity Stake
--------------------------------------------------
Loomis Sayles & Co., L.P., disclosed holding 206,581,106 shares or
roughly 11.22% of the common stock of Level 3 Communications Inc.
Broomfield, Colorado, Level 3 Communications, Inc. (NASDAQ: LVLT)
-- http://www.Level3.com/-- provides fiber-based communications
services. Level 3 offers a portfolio of metro and long-haul
services, including transport, data, Internet, content delivery
and voice.
At June 30, 2009, the Company had $9.2 billion in total assets and
$8.4 billion in total liabilities.
* * *
LVLT, along with its wholly owned subsidiary Level 3 Financing,
Inc., has a 'B-' Issuer Default Rating and a Positive Rating
Outlook.
MAGNA ENTERTAINMENT: To Sell Pimlico, Santa Anita in Early 2010
---------------------------------------------------------------
Magna Entertainment Corp. resumed the process of selling its major
tracks, Pimlico and Laurel Park in Maryland, Santa Anita and
Golden Gate Fields in California, and Gulfstream in Florida,
Bloomberg News' Bill Rochelle reported.
To comply with a revised bank-lending arrangement providing
another $26 million in financing, the remaining tracks must be
sold by Feb. 26.
According to Mr. Rochelle, Magna Entertainment proposes:
* an auction for the Maryland tracks on Jan. 8, with bids due
November 2, and a sale hearing on Jan. 11;
* a Feb. 25 auction for the California and Florida facilities;
with bids due Feb. 10 and a sale hearing on Feb. 26
Bloomberg relates that Magna already sold several tracks to
generate $157 million to $205 million. The tracks sold include
Remington Park and Thistledown. In addition, the $27 million sale
of Lone Star Park is scheduled for approval at a hearing on
Oct. 14.
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.
MELANI SCHULTE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Melani Schulte
William R. Schulte
7201 West Lake Mead Blvd # 550
Las Vegas, NV 89128
Bankruptcy Case No.: 09-29123
Chapter 11 Petition Date: October 11, 2009
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Linda B. Riegle
Debtors' Counsel: David A. Riggi, Esq.
5550 Painted Mirage Road #120
Las Vegas, NV 89149
Tel: (702) 808-0359
Email: darnvbk@gmail.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nvb09-29123.pdf
The petition was signed by the Joint Debtors.
MERISANT WORLDWIDE: Lenders Object Plan, Newport Deal
-----------------------------------------------------
Merisant Worldwide Inc. will be facing objections at the October
19 hearing to consider approval of the disclosure statement
explaining its Chapter 11 plan.
An ad hoc committee of the Company's lenders, according to Dow
Jones Daily Bankruptcy Review, says Merisant is giving too much to
get a $10 million cash infusion from Newport Global Advisors.
The lender group says Merisant Worldwide is signing away its
rights to consider other restructuring alternatives to reel in the
Newport cash. The lenders pointedo out that under the deal with
Newport, Merisant Worldwide won't be able to entertain other
restructuring proposals.
The lender group also balks at the plan to give control of the
reorganized company to Wayzata Investment Partners control of the
Company. Wayzata got its stake in Merisant Worldwide after the
bankruptcy filing. Wayzata Investment holds 66% of Merisant
Worldwide's bank loans, as well as the majority of the Company's
senior subordinated notes.
According to Dow Jones, the objecting committee includes:
-- Bank of America Corp.,
-- Evergreen Investments,
-- Kellner Dileo & Co. LP,
-- Quattro Global Capital LLC,
-- Regiment Capital Management,
-- Wachovia Securities, and
-- WCAS Fraser Sullivan Investment Management.
In addition, according to Bloomberg News' Bill Rochelle, Nomura
Corporate Research & Asset Management Inc., the holder of 11% of
the 9.5% senior subordinated notes, says the plan unfairly
discriminates against similarly situated creditors. Where some
creditors are to be paid in full, Normura says it's improper that
the claims in its unsecured class will recover only up to 6.5%.
Normura also contends that Wayzata could receive more than full
payment on its secured claim.
Chapter 11 Plan and Newport Backstop Deal
Merisant will be seeking approval of its agreements with
Newport Global Advisors LP and the the disclosure statement
explaining its Plan on October 19.
Pursuant to a backstop commitment and stock purchase agreement,
Newport has agreed to provide at least $10 million which will be
available to pay down secured bank debt when its reorganization
plan is effective. Under the plan, Newport will purchase
$7.5 million in convertible preferred stock and backstop
$2.5 million out of a $5 million in a rights offering.
The Plan accomplishes a deleveraging of the Debtors' capital
structure by removing approximately $400 million in indebtedness,
including approximately $45 million of secured indebtedness, from
the Debtors' balance sheet. Under the Plan, holders of bank
claims aggregating $205 million will recover 100% of their claims
in the form of new notes, cash and majority of the preferred
stock. Holders of unsecured claims aggregating $235.3 million
against Merisant Company will recover 5.5% in the form of new
common stock of Reorganized Merisant and may participate in the
rights offering. Holders of unsecured trade claims will receive
payment of 60% of the claim in cash. Holders of unsecured claims
aggregating $137.1 million against Merisant Worldwide will receive
distributions in the form of "contingent value rights" if they
vote in favor of the Plan.
Merisant's Chapter 11 plan is supported by the Official Committee
of Unsecured Cerditors and Wayzata Investment Partners, which
controls two-thirds aggregate principal amount of loans
outstanding under Merisant Company's amended and restated credit
facility as well as a majority of the aggregate principal amount
of Merisant Company's 9.5% Senior Subordinated Notes due 2013.
Merisant anticipates that it will be able to obtain Bankruptcy
Court confirmation of the Plan and emerge from bankruptcy as early
as January 1, 2010.
About Merisant Worldwide
Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R). The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore. In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.
As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India. Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines. Merisant Worldwide holds 100%
interest in Merisant Company.
Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059). Sidley Austin LLP represents the Debtors in their
restructuring efforts. Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel. Blackstone Advisory
Services LLP is the Debtors' financial advisor. Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel. Ashby & Geddes, P.A., is the
Committee's Delaware counsel. The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.
MGM MIRAGE: Haig Resigns From Board of Directors
------------------------------------------------
MGM MIRAGE said Gen. Alexander M. Haig, Jr., has resigned from the
Company's Board of Directors. Gen. Haig has served as a Director
and Consultant for the Company since May 1990.
"We are tremendously honored that Gen. Haig has played a key role
in the direction of our Company for the past 19 years," said MGM
MIRAGE Chairman and Chief Executive Officer James J. Murren. "His
knowledge and expertise have been instrumental in the success and
development of MGM MIRAGE and we are deeply indebted to him for
his contributions to our company."
Gen. Haig is chairman of Worldwide Associates, Inc., an
international business advisory firm, and formerly served as the
host of "World Business Review" a TV show that aired worldwide on
CNBC TV.
Gen. Haig formerly held positions as Vice Chief of Staff of the
U.S. Army (1973), White House Chief of Staff under Presidents
Nixon and Ford (1973-74), Supreme Allied Commander of NATO Forces
(1974-79), and the 59th Secretary of State under President Reagan
(1981-82). He was a candidate for the Republican nomination of
President of the U.S. during 1986-1988.
Gen. Haig is also a former director of Metro-Goldwyn-Mayer, Inc.,
America Online, Inc., and Interneuron Pharmaceuticals, Inc.
Meanwhile, MGM MIRAGE's CityCenter said Tuesday The Spa at ARIA
will open December 16, 2009, together with ARIA Resort & Casino.
The two-level Spa will feature 62 treatment rooms, a full-service
salon, an advanced fitness center, boutique, poolside spa cabanas
and Las Vegas' first co-ed spa balcony, featuring an outdoor
therapy pool and views of ARIA's spectacular poolscape. In
addition to skincare and massage rooms, The Spa will feature
ashiatsu, couples' massage, thai massage, hydro-therapy and vichy
rooms, as well as three exclusive spa suites.
"The Spa at ARIA will deliver a fresh and progressive experience
influenced by unique spa rituals from around the world," said
Michelle Wilkos, director of spa and salon operations, ARIA Resort
& Casino. "Our guests will enjoy tailored treatments that address
their individual needs and help them achieve a higher level of
meditation."
ARIA is located at the heart of CityCenter, an urban resort
destination underway on the Las Vegas Strip between Bellagio and
Monte Carlo resorts.
About MGM MIRAGE
Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company. It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.
At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.
* * *
As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018. Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating. The
rating outlook is negative.
As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018. The notes were priced at a 97.396%
discount to yield 11.875%. The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes. The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.
MORGAN HILLS LLC: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Morgan Hills, L.L.C.
1209 Ogletree Road
Auburn, AL 36830
Bankruptcy Case No.: 09-81678
Chapter 11 Petition Date: October 12, 2009
Court: United States Bankruptcy Court
Middle District of Alabama (Opelika)
Debtor's Counsel: Michael A. Fritz Sr., Esq.
Fritz & Hughes, LLC
7020 Fain Park Drive, Suite 1
Montgomery, AL 36117
Tel: (334) 215-4422
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 $1,615,300,
and total debts of $1,031,005.
A full-text copy of the Debtor's petition, including a list of its
9 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/almb09-81678.pdf
The petition was signed by Charlie L. Core, member of the Company.
NATIONAL RETAIL: S&P Affirms Preferred Stock Ratings at 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
National Retail Properties Inc., including its 'BBB-' issuer
credit and unsecured debt ratings and 'BB' preferred stock
ratings. The outlook is stable.
"Our ratings on National Retail acknowledge the company's well-
occupied and diverse portfolio of triple-net-leased properties,
currently sound debt protection metrics, and adequate liquidity to
meet its capital needs, which include negligible near-term debt
maturities," said Standard & Poor's credit analyst Elizabeth
Campbell.
Partially offsetting these strengths are National Retail's revenue
concentration in tenants with weak credit profiles, along with
exposure to some industries that S&P believes are currently under
pressure, including automotive services, full-service restaurants,
and book stores. Additionally, once the transaction market begins
to recover, S&P anticipates that National Retail will resume an
active, opportunistic capital-recycling strategy.
Despite the current weak macroeconomic environment and prospects
for continued tenant stress into 2010, S&P expects National
Retail's portfolio occupancy and operating performance to remain
adequate to absorb the 5%-10% stress S&P assume in S&P's downside
scenario. A positive outlook revision or upgrade in the longer
term would depend on strong operating performance and minimal
impact from potential tenant distress during this cycle, along
with prudently financed growth and maintenance of a conservative
financial risk profile. S&P considers negative momentum to the
outlook or ratings unlikely in the near term; S&P would, however,
revise the outlook to negative or lower S&P's ratings if the
company's occupancy or operating performance weakens such that
fixed-charge coverage drops below 2.5x or total coverage of the
common dividend dips below 1x.
NOVA CHEMICALS: Fitch Assigns 'B+/RR4' Rating on $700 Mil. Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR4' rating to NOVA Chemicals
Corporation's $700 million senior notes. The issuances are split
into $350 million 8.375% notes due 2016 and $350 million 8.625%
due 2019. Proceeds will be used to refinance existing debt and
for general corporate purposes.
Fitch currently rates NOVA:
-- Issuer Default Rating 'B+';
-- Secured Revolver 'BB+/RR1';
-- Series 'A' preferred 'BB+/RR1';
-- Senior Unsecured Revolver 'B+/RR4';
-- Senior Unsecured Notes 'B+/RR4'.
The Rating Outlook is Stable.
The ratings reflect improvements to NOVA's credit profile
following the closing of its acquisition by Abu Dhabi-based
International Petroleum Investment Company, IPIC ('AA'/F1+);
the still heavy debt-load carried by the company, as well as
significant near-term maturity schedule; and lingering weakness
in global petrochemical markets, driven by the recession.
NOVA has received tangible credit support from IPIC of
$350 million and a $200 million equity injection. In addition,
the company has secured covenant relief from lenders for all of
its facilities until 2010. Previous covenants, including the
restrictive net-debt-to-cash-flow covenant, have now been replaced
by a minimum EBITDA test. The revised covenant requires NOVA to
have positive EBITDA for the quarter ending June 30, 2009, and a
minimum of $50 million EBITDA for the subsequent quarters. In the
second quarter of 2009, NOVA reported EBITDA of $16 million and
Adjusted EBITDA of $51 million after adjusting for $34 million
restructuring charges and $1 million mark-to-market feedstock
derivative losses. Fitch expects NOVA to remain in compliance
with the minimum EBITDA covenant requirement.
Post-closing of the acquisition, NOVA had approximately
$1.7 billion in debt on its balance sheet. Refinancing
requirements remain steep, with maturities of $1.2 billion due
in 2010. As of Sept. 30, 2009, these maturities include
aggregated outstanding $497 million under the company's five
revolving credit facilities totaling $765 million. The company
also has a $130 million Accounts Receivables securitization
program. All of these facilities will mature in the first quarter
of 2010. Additionally, a $75 million total return swap will
terminate on March 31, 2010 and CAD250 million will mature in
August 2010.
In addition to the notes issuances, NOVA is currently in
discussion with its banks to restructure its credit facilities.
The company intends to replace its core $350 million senior
secured revolver with a new senior secured facility, to replace or
extend its Accounts Receivables securitization program and to
extend the maturities of certain bilateral facilities. NOVA
intends to terminate its $150 million senior unsecured revolver.
At June 30, 2009, NOVA's liquidity was $273 million, down
significantly from the $573 million reported at the end of last
year, consisting of $73 million cash on hand, an aggregated
$171 million available under its five revolving credit facilities
and $29 million available under its Accounts Receivables
Securitization program.
Fitch's Recovery Rating of '1' on NOVA's secured revolving credit
facility and preferred notes issuance indicate outstanding
recovery prospects (91%-100%) for holders of these debt issues.
These issuances are secured by the net book value of petrochemical
plants in Canada, including NOVA's interest in the E1, E2 and E3
crackers in Joffre, Alberta. Note that the preferred notes share
in this security on a pari passu basis. The Recovery Rating for
NOVA's senior unsecured notes and revolver of '4' indicates
average recovery prospects (31%-50%) for holders of these debt
issues. Fitch applied a liquidation value analysis for these RRs.
Nova Chemicals is a multinational producer of commodity chemicals
including styrene, polystyrene, ethylene and polyethylene. A
majority of its assets are located in Canada and the U.S. In North
America, Nova is the leading producer of styrene and expandable
polystyrene and the fifth largest ethylene producer. The company
reports three business segments: olefins/polyolefins, performance
styrenics, and the INEOS-NOVA Joint Venture. In the first eight
months of 2009, NOVA had net sales of approximately $2.6 billion
and Adjusted EBITDA of $85 million. Polyethylene and styrenic
polymers are used in rigid and flexible packaging, containers,
plastic bags, plastic pipe, electronic appliances, housing and
automotive components and consumer goods.
OOLTEWAH PROVIDENCE: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ooltewah Providence, LLC
9041 Executive Park Drive, Suite 109
Knoxville, TN 37923
Bankruptcy Case No.: 09-35627
Chapter 11 Petition Date: October 12, 2009
Court: United States Bankruptcy Court
Eastern District of Tennessee (Knoxville)
Judge: Richard Stair Jr.
Debtor's Counsel: F. Scott Milligan, Esq.
Little & Milligan, PLLC
Suite 130, Regency Business Park
900 East Hill Avenue
Knoxville, TN 37915
Tel: (865) 522-3311
Email: fsm@littleandmilligan.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
8 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/tneb09-35627.pdf
The petition was signed by Travis Fuller, chief manager of the
Company.
ORLEANS HOMEBUILDERS: Sees 43.3% Slide in FY2009 Revenues
---------------------------------------------------------
Orleans Homebuilders, Inc., earlier this month announced limited
unaudited financial information. The Company currently
anticipates filing its Annual Report on Form 10-K for the fiscal
year ended June 30, 2009 by October 31, 2009; however, the Company
can offer no assurance that it will be able to do so. The Company
currently anticipates having an earnings call for its fourth
fiscal quarter after it files its Annual Report on Form 10-K.
Financial Highlights for the Three Months Ended June 30, 2009:
-- Total earned revenues for the three months ended June 30,
2009, were $83.7 million compared to $192.2 million for
the three months ended June 30, 2008, a decrease of 56.5%
or $108.5 million.
-- Fiscal year 2009 fourth quarter residential property
revenue decreased 56.9% to $81.5 million (208 homes)
compared to $189.3 million (433 homes) for the prior year
period. The average selling price for homes delivered in
the fiscal 2009 fourth quarter was $392,000 compared to
$437,000 in the prior year period.
-- Fiscal year 2009 fourth quarter net new orders decreased
37.0% to $71.9 million (208 homes) compared to
$114.1 million (286 homes) for the prior year period. The
fiscal year 2009 fourth quarter net new orders increased
by 12.1% sequentially from the fiscal 2009 third quarter,
versus a 5.9% sequential net new order decrease from the
fiscal 2008 third quarter to the fiscal 2008 fourth
quarter. The average selling price for net new orders
during the fiscal quarter ended June 30, 2009, was
$346,000 compared to $399,000 for the quarter ended
June 30, 2008.
-- The backlog at June 30, 2009, decreased 38.3% to
$147.1 million (340 homes) compared to $238.3 million (486
homes) at June 30, 2008. At June 30, 2009, 89.2% of this
backlog was in the Company's Northern and Southern
regions, compared with 89.6% in those regions at June 30,
2008. The average selling price for homes in backlog at
June 30, 2009, was $433,000 compared to $490,000 as of
June 30, 2008.
-- The Company's cancellation rate was roughly 21% for
the three months ended June 30, 2009, which is a decrease
from the 25% rate for the three months ended June 30,
2008. This decrease was primarily driven by improvements
in the cancellation rate in the Company's Northern and
Southern regions.
-- The Company owned or controlled roughly 5,673
building lots at June 30, 2009, which included
roughly 1,003 building lots controlled through
contracts and options. At June 30, 2008, the Company
owned or controlled roughly 7,229 building lots,
which included roughly 1,847 building lots
controlled through contracts and options. This represents
a 21.5% decrease in total owned and controlled lots, and a
13.2% decrease in owned lots. As of June 30, 2009,
roughly 53% of the Company's owned lots are in its
Northern region; roughly 35% in its Southern region;
roughly 7% are in its Midwestern region; and
roughly 5% in its Florida region.
-- Effective as of June 30, 2009, the Company amended the
terms of its Supplemental Executive Retirement Plan to,
among other things, terminate the retirement and
disability benefits provided to participants in the SERP
and to delete the provisions related to the acceleration
of the vesting of benefits in the event of a change of
control. The SERP continues only to provide death
benefits to a participant's survivors in the event a
participant dies while employed by the Company. This
termination of the retirement benefit and the disability
benefit under the Company's supplemental executive
retirement plan was accounted for as a curtailment and
resulted in a reduction in accrued liabilities of
$6.7 million, a pre-tax and after-tax gain of
$4.9 million, and other comprehensive income of
$1.8 million pre-tax ($800,000 after-tax).
Financial Highlights for the Year Ended June 30, 2009:
-- Total earned revenues for the fiscal year ended June 30,
2009, were $330.9 million compared to $583.3 million for
the fiscal year ended June 30, 2008, a decrease of 43.3%
or $252.4 million.
-- Fiscal year 2009 residential property revenue decreased
42.7% to $322.2 million (770 homes) compared to
$562.2 million (1,262 homes) for the prior year. The
average selling price for homes delivered in fiscal year
2009 was $418,000 compared to $445,000 in the prior year.
-- Fiscal year 2009 net new orders decreased 52.1% to
$231.0 million (624 homes) compared to $482.6 million
(1,139 homes) for the prior year period. The average
selling price for net new orders during the fiscal year
ended June 30, 2009, was $370,000 compared to $424,000 for
the year ended June 30, 2008.
-- The Company's cancellation rate was roughly 28% for
the year ended June 30, 2009, which is an increase from
the 26% rate for the fiscal year ended June 30, 2008.
Cancellation rates decreased sequentially since the end of
the first quarter of fiscal year 2009. The rates by
quarter were 36% for the first quarter, 31% for the second
quarter, 27% for the third quarter and 21% for the fourth
quarter.
Net Debt and Liquidity
As of June 30, 2009, the Company had cash and cash equivalents
of $8.4 million, restricted cash due from title companies
of $4.4 million, restricted cash -- customer deposits of
$5.9 million, marketable securities of $6.3 million, mortgage
and other note obligations of $333.0 million and subordinated
note obligations of $105.0 million compared to cash and cash
equivalents of $72.3 million, restricted cash due from title
companies of $19.3 million, restricted cash -- customer deposits
of $8.3 million, mortgage and other note obligations of
$396.1 million and subordinated note obligations of $105.0 million
as of June 30, 2008.
The Company defines "net debt" as total mortgage and other note
obligations plus subordinated notes less the aggregate of cash and
cash equivalents, marketable securities, restricted cash -- due
from title companies, but excluding restricted cash -- customer
deposits.
-- During the fourth quarter of fiscal 2009, the Company's
net debt decreased by $22.6 million from $441.5 million as
of March 31, 2009, to $418.9 million as of June 30, 2009.
-- During fiscal 2009, the Company's net debt increased by
$8.7 million from $410.2 million as of June 30, 2008, to
$418.9 million as of June 30, 2009.
-- Since January 1, 2007, the Company's net debt decreased
by $165.0 million or 28% from $583.9 million as of
December 31, 2006, to $418.9 million as of June 30, 2009.
The Company defines "liquidity" as the sum of cash and cash
equivalents, restricted cash - due from title companies,
marketable securities and net borrowing base availability.
-- During the fourth quarter of fiscal 2009, the Company's
liquidity increased by $3.5 million, from $15.8 million as
of March 31, 2009, to $19.3 million as of June 30, 2009.
-- During the fiscal year ended June 30, 2009, the Company's
liquidity decreased by $51.9 million, from $71.2 million
as of June 30, 2008, to $19.3 million as of June 30, 2009.
The decrease in liquidity was primarily due to cash used
for operations, lower year-over-year backlog and decreased
year-over-year net new orders, which have the impact of
reducing our gross borrowing base, and inventory
impairments during the year ended June 30, 2009, which
decrease its borrowing base availability.
-- As of August 31, 2009, the Company's liquidity was
roughly $17.4 million, a decrease of $1.9 million
from $19.3 million as of June 30, 2009.
Update for Net Orders and Backlog:
-- Backlog at August 31, 2009 was $160.2 million (383 homes)
compared to $227.7 million (465 homes) at August 31, 2008,
a decrease of 29.6% compared to the prior year period.
Backlog increased by 8.9% compared to June 30, 2009.
-- The Company anticipates that the amount of net new orders
for the first quarter of fiscal year 2010 will increase by
roughly 35% as compared to the first quarter of fiscal
year 2009, driven primarily by significant increases in
the Southern and Northern regions.
As reported by the Troubled Company Reporter, the Company on
September 30, 2009, entered into the Third Amendment to its Second
Amended and Restated Revolving Credit Loan Agreement dated
September 30, 2008, effective immediately. The Third Amendment
effectively extends for roughly one month the borrowing base
relief, minimum liquidity covenant deferral, existing loan fee
payment deferral and other accommodations provided by the Second
Amendment. The amendment allows the Company and its lending group
additional time to continue to work towards obtaining a maturity
extension of the Company's Credit Facility (which matures on
December 20, 2009) as well as certain longer term modifications to
borrowing base availability and other covenants.
The Company continues to work actively with its bank lending group
to obtain an amendment to its existing $375 million Credit
Facility and extension of the December 20, 2009, maturity date of
the facility, by roughly October 31, 2009, or thereabouts. In
light of the ongoing negotiations and uncertainty, the Company did
not make the $639,000 quarterly payment due on September 30, 2009,
with respect to the $30 million issue of 8.52% trust preferred
securities. The Company said it intends to make the $639,000
quarterly payment on its $30 million of trust preferred securities
in conjunction with the effectiveness of any amendment and
maturity date extension of its Credit Facility that it may obtain.
On August 3, 2009, the Company completed a private debt exchange
offering, and related bank lender consent, for exchange of 100% of
its $75 million aggregate principal amount of unsecured junior
subordinated trust preferred securities issued by an affiliate of
the Company on November 23, 2005, for newly issued unsecured
junior subordinated notes due January 30, 2036, issued by OHI
Financing, Inc., a wholly owned subsidiary of the Company --
Junior Debt Exchange Agreement -- which includes a significant
reduction of quarterly interest payments to 1% per annum on the
principal amount of the new notes for each of the first five years
ending on July 30, 2014, elimination of certain covenants and a
significantly below par discounted optional redemption option
under the newly issued unsecured junior subordinated notes.
The Company has not yet determined the value of the Below Par
Redemption Option of the new notes, but the Company will be
required to recognize and account for the Below Par Redemption
Option's initial value separately as a derivative instrument.
Excluding the impact of the Below Par Redemption Option, the
Company's net debt as of August 31, 2009, was roughly
$420.8 million compared to $418.9 million as of June 30, 2009,
an increase of roughly $1.9 million.
About Orleans Homebuilders
Based in Bensalem, Pennsylvania, Orleans Homebuilders, Inc. (AMEX:
OHB) -- http://www.orleanshomes.com/-- develops, builds and
markets high-quality single-family homes, townhouses and
condominiums. The Company serves a broad customer base including
first-time, move-up, luxury, empty nester and active adult
homebuyers. The Company currently operates in 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida. The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.
PALMDALE HILLS: Lehman Gets Greenlight to Submit SunCal Plan
------------------------------------------------------------
Law360 reports that a federal judge has given Lehman Brothers
Holdings Inc. the go-ahead to present a plan to reorganize SunCal
Cos.' foundering developments, moving the Lehman estate one step
closer to obtaining properties it spent $2.2 billion funding.
As reported by the TCR on Sept. 30, 2009, SunCal Cos., reached a
settlement with LBHI, part-owner and lender of SunCal, reached a
settlement regarding a plan for SunCal. Prior to the settlement,
SunCal and Lehman were proposing competing Chapter 11 plans for
Palmdale Hills Property LLC and its units -- projects of SunCal
Cos. that are in bankruptcy. The Palmdale Debtors contested a $2
billion claim filed by LBHI
About SunCal Companies
SunCal Companies is a California developer. Palmdale Hills
Property LLC and other units were formed to develop various
residential real estate projects located throughout the western
United States.
Lehman Brothers Holdings Inc. and an affiliate committed to SunCal
on a $2.3 billion funding for the development of various
residential real estate projects. The amounts were secured by,
among other things, first priority trust deeds on the projects,
which include oceanlots in San Clemente, in California. LBHI
stopped funding after it filed for bankruptcy in
September 15, 2008.
Palmdale together with affiliates, which include SunCal Bickford,
and LBL-SunCal Northlake LLC, filed for Chapter 11 protection
before the U.S. Bankruptcy Court for the Central District of
California on Nov. 6, 2008 (Case No. 08-17206).
In its petition, Palmdale estimated assets and debts of between
$100,000,001 to $500,000,000. Paul J. Couchot, Esq., at Winthrop
Couchot PC, represents the Debtors in their restructuring effort.
PARK PLACE AT METRO: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Park Place at Metro West Phases Six and Seven, LTD
1768 Park Center Drive, Suite 400
Orlando, FL 32835
Bankruptcy Case No.: 09-15429
Chapter 11 Petition Date: October 12, 2009
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Peter N. Hill, Esq.
Wolff Hill McFarlin & Herron PA
1851 West Colonial Drive
Orlando, FL 32804
Tel: (407) 648-0058
Fax: (407) 648-0681
Email: phill@whmh.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 2 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/flmb09-15429.pdf
The petition was signed by David J. Townsend, president of the
Company.
PHILADELPHIA NEWSPAPERS: Lenders Consent to Bankruptcy Extension
----------------------------------------------------------------
According to Sophia Pearson at Bloomberg News, Philadelphia
Newspapers LLC reached an agreement with creditors to extend the
period during which it may seek votes for its reorganization plan
until Dec. 4. Creditors agreed in August to allow Philly
Newspapers to stretch until Nov. 2 the deadline to file a
reorganization plan without competition.
As reported by the TCR on Oct. 12, U.S. Bankruptcy Judge Stephen
Raslavich ruled in a 26-page opinion that Philadelphia Newspapers
LLC must allow secured lenders to use money owed to them as part
of their bid for the Company's assets. The Company will seek
approval of revised auction procedures.
Under the original bid procedures, the Company is contemplating an
October 22 auction, wherein a group of local investors, including
Bruce E. Toll, would be lead bidder for its business. The Debtors
have filed a proposed Chapter 11 plan built around the sale of the
business to Mr. Toll or to the highest bidder.
Philadelphia Newspapers filed a Chapter 11 plan of reorganization
on August 20. The Plan provides for the sale of substantially all
of the Debtors' assets to Mr. Toll-led Philly Papers, LLC, absent
higher and better bids at an auction. Under the deal, Philly
Papers is expected to pay over $41,000,000, after payment of
approximately $6,000,000 in administrative and priority claims.
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, including CIT Group Inc., have proposed their own
reorganization plan that would allow the Company to emerge from
bankruptcy with about $60 million in debt. Led by Citizens
Bank of Pennsylvania, as agent, senior lenders would own about
95% of the Company with the remainder going to unsecured mezzanine
debt holders. Other unsecured creditors will recover up to 10% of
their claims in cash.
About Philadelphia Newspapers
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.
PILGRIM'S PRIDE: JBS SA to Receive $50MM Break-Up Fee if Outbid
---------------------------------------------------------------
At the behest of Pilgrim's Pride Corp., Bankruptcy Judge D.
Michael Lynn approved the specified provisions of its Stock
Purchase Agreement with JBS USA.
The Stock Purchase Agreement provides for the sale of 64% of the
new common stock of reorganized Pilgrim's Pride to JBS S.A.,
through its JBS USA Holdings, Inc. subsidiary (JBS U.S.A.), for
$800 million in cash. The sale will be implemented in connection
with Pilgrim's Pride Chapter 11 plan of reorganization, which is
subject to voting by impaired creditors, and confirmation by the
Court.
The Court-approved provisions of the Stock Purchase Agreement,
however, provides that if JBS SA is outbid or if the deal is
terminated, it will receive a termination fee of $45 million and
expense reimbursement of up to $5 million.
Pilgrim's Pride stipulated with JBS that prior to the approval of
the specified provisions of the SPA, it won't solicit alternative
transaction proposals from third parties but may provide
information to and engage in discussions with third parties that
have made an unsolicited bona fide written proposal to acquire at
least 40% of PPC's assets or equity securities.
If Pilgrim's Pride scraps the SPA in light of a "superior
proposal" by another party, JBS will receive the $50 million.
The SPA defines a "Superior Proposal" as a bona fide written
proposal to acquire 51% or more of the equity or assets of PPC and
with a deemed value in excess of $800 million.
A full-text copy of the Stock Purchase Agreement is available for
free at http://bankrupt.com/misc/PPC_JBS_SPAexec.pdf
JBS is the world's largest beef processor and has the largest
feedlot operations in the U.S.
JBS-Backed Chapter 11 Plan
Pilgrim's Pride Corporation and six debtor-affiliates filed a
joint plan of reorganization and explanatory disclosure statement
with the U.S. Bankruptcy Court for the Northern District of Texas.
Pilgrim's Pride and JBS have agreed to a transaction representing
an enterprise value of approximately $2.8 billion. The Plan will
be financed in part by the sale of 64% percent of the stock to JBS
for $800 million, leaving the remaining 36% percent of the stock,
presumptively worth $450 million, for existing equity holders.
All creditors will be paid fully either in cash or through
issuance of new debt.
Proceeds from the sale of the new common stock of the reorganized
Pilgrim's Pride to JBS will be used to fund cash distributions to
allowed claims under the plan. Under the terms of the plan, all
creditors of the Debtors holding allowed claims will be paid in
full. All existing Pilgrim's Pride common stock will be cancelled
and existing stockholders will receive the same number of new
common stock shares, representing 36% of the reorganized Pilgrim's
Pride in aggregate. The plan also calls for an exit facility for
senior secured financing in an aggregate principal amount of at
least $1.65 billion.
The disclosure statement hearing is currently scheduled to take
place on October 20, 2009, at 10:30 a.m. CT before the Bankruptcy
Court. If the Bankruptcy Court determines that the proposed
disclosure statement provides adequate information to vote on the
plan, then the proposed disclosure statement and plan, along with
the appropriate ballots, will be sent to shareholders to vote on
the plan. Since the proposed plan of reorganization represents a
"100% plan," with creditors being repaid in full, shareholders
represent the only impaired class and will be the only group
entitled to vote on the plan of reorganization.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Pilgrims_Disc_Statement.pdf
About Pilgrim's Pride
Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.
Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664). The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.
Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel. Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer. Kurtzman Carson
Consulting LLC serves as claims and notice agent. Kelly Hart and
Brown Rudnick represent the official equity committee. Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.
As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.
Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
PJJ MANAGEMENT CORPORATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: PJJ Management Corporation
fdba Texas Systems & Controls, Inc.
24310 Tomball Parkway
Tomnball, TX 77535
Bankruptcy Case No.: 09-37741
Debtor-affiliates filing separate Chapter 11 petitions:
Entity Case No.
------ --------
TSCI Corp. 09-37743
Texas Systems & Controls, Limited 09-37744
Texas Systems Service Center, Inc. 09-37745
Chapter 11 Petition Date: October 12, 2009
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Letitia Z. Paul
Debtor's Counsel: Edward L. Rothberg, Esq.
Weycer Kaplan Pulaski & Zuber
11 Greenway Plz, Suite 1400
Houston, TX 77046
Tel: (713) 961-9045
Fax: (713) 961-5341
Email: erothberg@wkpz.com
Melissa Anne Haselden, Esq.
Weycer Kaplan et al
11 Greenway Plaza, Suite 1400
Houston, TX 77046
Tel: (713) 961-9045
Fax: (713) 961-5341
Email: mhaselden@wkpz.com
Estimated Assets: $1,000,001 to $10,000,000
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.
The petition was signed by Dennis W. Abrahams, president of the
Company.
PNG VENTURES: U.S. Trustee Appoints 3-Member Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appoints
three members to the official committee of unsecured creditors in
the Chapter 11 cases of PNG Ventures, Inc., and its debtor-
affiliates.
The Creditors Committee members are:
1. Ergos Technology Partners
Attn: Brian Childers
6301 Southwest Blvd., Suite 102
Benbrook, TX 76132
Tel: (817) 717-6300
Fax: (817) 737-4478
2. Golden Spread Energy, Inc.
Attn: Oliver K. Kelly
3408 Airway Blvd.
Amarillo, TX 79118
Tel: (806) 355-5679
Fax: (806) 353-9611
3. Stone Placement Inc. dba Stone Management
Attn: Ron Takakjian
280 Madison Ave., Suite 703
New York, NY10016
Tel: (212) 599-0755
Fax: (646) 383-2443
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense. They may investigate the Debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also Attnempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.
About PNG Ventures, Inc.
Through its Applied LNG Technologies and other subsidiaries, the
Company engages in the production, distribution, and sale of
liquefied natural gas to customers consisting of public utilities,
industrial end-users and other fleet customers within the
transportation, manufacturing, distribution, and municipal
markets, primarily in California, Arizona, and Nevada. The Company
also offers turnkey fuel solutions, including delivery, equipment
storage, fuel dispensing equipment, and fuel loading facilities.
PNG Ventures and its affiliates filed for Chapter 11 on
September 10, 2009 (Bankr. D. Del. Case No. 09-13162). Attorneys
at Fox Rothschild LLP represent the Debtors in their restructuring
effort. Logan & Co. serves as claims and notice agent.
As of June 30, 2009, PNG had total assets of $41,416,000 against
total debts of $47,519,000.
PROTOSTAR LTD: Moves Auction Back 15 Days to Oct. 29
----------------------------------------------------
ProtoStar Ltd. moved back the auction schedule to determine who'll
pay the most to fund the proposed Chapter 11 plan, according to
Bill Rochelle at Bloomberg News. The auction has now been
scheduled for October 29, with bids due October 23. The Debtor
will seek the Court's approval of the results of the auction on
November 4.
Bankruptcy Judge Mary Walrath previously authorized Protostar Ltd.
to sell its two satellites at an October 14 auction. Judge
Walrath granted the proposed procedures for the sale of virtually
all the assets of ProtoStar I Ltd. and ProtoStar II Ltd., the
company's units. The assets include the two satellites and ground
equipment, software and contracts needed to operate them.
At the auction, secured creditors will be entitled to submit a
credit bid.
Chapter 11 Plan
ProtoStar Ltd. and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware a disclosure
statement with respect to their joint Chapter 11 plan of
reorganization, which is premised upon the receipt and
distribution of sales proceeds from the auctions of satellites.
A hearing is set for Oct. 29, 2009, at 2:00 p.m., to consider
approval of the disclosure statement. Objections, if any, are due
Oct. 26, 2009, by 4:00 p.m.
All claimholders, other than holders of priority non-tax claims,
equity interest and intercompany claims, are allowed to vote for
the plan. The Debtors' plan did not indicate how much each of the
holders is expected to recover from its allowed claim.
A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?4635
A full-text copy of the Debtors' Chapter 11 plan is available for
free at http://researcharchives.com/t/s?4636
About ProtoStar Ltd.
Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.
The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.) The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. In their petition, the Debtors listed
between US$100 million and US$500 million each in assets and
debts. As of December 31, 2008, ProtoStar's consolidated
financial statements, which include non-debtor affiliates, showed
total assets of US$463,000,000 against debts of US$528,000,000.
The Bankruptcy Court has set October 14, 2010, as the general
claims bar date. Proofs of claim by governmental units are due
January 25, 2010.
Meanwhile the Bankruptcy Court entered an order authorizing the
debtors to hire UBS Securities LLC as investment banker and
financial advisor.
READER'S DIGEST: Files Details of Chapter 11 Plan
-------------------------------------------------
Reader's Digest Association will seek approval on November 5 of
the disclosure statement explaining the terms of its Chapter 11
plan designed to reduce funded debt by 75% to $555 million.
Objections to the adequacy of the information in the Disclosure
Statement are due November 3.
According to the Disclosure Statement, the Plan contemplates these
transactions:
* $150 million of loans outstanding under the Debtors' DIP
Facility will be converted to a $150 million new first
priority term loan. The Debtors' prepetition Euro Term Loan
in the approximate amount of $105.9 million outstanding under
the prepetition credit agreement as of the Commencement Date
will be reinstated. The $300 million of secured loans --
other than the Euro Term Loan -- will be converted into a new
$300 million second priority term loan. The remaining
secured indebtedness will be converted into 100% of the new
common stock, subject to dilution by the management equity
plan and the rights offering. The first lien lenders are
expected to recover 53% to 63% of their claims.
* The Debtors' outstanding $600 million senior subordinated
notes will be canceled and discharged, but holders of these
notes are entitled to participate in a rights offering. The
second lien noteholders are expected to recover 0%.
* The general unsecured claims of trade creditors with whom the
Debtors intend to conduct business post emergence will be
paid in full in Cash on the Effective Date or in the ordinary
course of business. These trade creditors are expected to
recover 100 cents on the dollar.
* Holders of other general unsecured claims will receive Cash
in an amount equal to their Pro Rata share of $3 million.
They are expected to recover 2.5% to 2.7% of their claims.
* Equity Interests in RDA Holding Co. will be extinguished.
The Plan provides that the New Board will grant equity awards in
the form of restricted stock, options and/or warrants for 7.5% of
the New Common Stock to continuing employees and directors of the
Reorganized Debtors; provided that such equity grants will not
include more than 2.5% in the form of restricted New Common Stock.
The Plan provides that Holders of Senior Subordinated Notes will
have the right to participate in a Rights Offering of New Common
Stock to be issued under the Plan on or soon after the Effective
Date. Eligible Noteholders that participate in the Rights
Offering will be able to purchase up to $50 million to $100
million (of no more than 10%-20%) of New Common Stock Pro Rata
based on the principal amount of Senior Subordinated
Note Claims held by such Eligible Noteholder.
A copy of the Plan is available for free at:
http://bankrupt.com/misc/RDA_Ch11Plan.pdf
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/RDA_DiscStatement.pdf
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.
The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.
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)
RICK ROSE: Stephen Hirtz Withdraws $705,000 Offer for Mansion
-------------------------------------------------------------
Brent Engel at Hannibal Courier-Post reports that potential buyers
Stephen and Susan Hritz have withdrawn their $705,000 bid for Rick
Rose's Hannibal tourist attraction Rockcliffe Mansion, after a
brief visit on Sunday to the historic home at 1000 Bird. A bid
process has reopened, says the Courier-Post. The Courier-Post
quoted John S. Hodge, who was appointed by a bankruptcy judge to
oversee the sale of Rockcliffe Mansion, and the other properties
of Mr. Rose as saying, "I have had several discussions with
interested parties. Essentially, we're continuing our marketing
campaign to sell Rockcliffe." The Courier-Post relates that a
proposed November 16 closing date for a sale has been scrapped.
The report states that creditors can still file proofs of claim
until November 30.
Rick Rose owns the Rockcliffe Mansion is on the National Register
of Historic Places. Originally known as the Cruikshank Mansion,
it was built by the J.J. Cruikshank family between 1898 and 1900
for a then-staggering $250,000.
Judge Stephen V. Callaway of the U.S. Bankruptcy Court for Western
Louisiana in Shreveport converted Rick Rose's Chapter 13 case,
which commenced April 30, to Chapter 7 liquidation.
ROBERT MIELL: Reorganization Case Converted to Ch. 7 Liquidation
----------------------------------------------------------------
The Associated Press reports that U.S. Bankruptcy Judge Paul
Kilburg has ruled that Robert Miell's Chapter 11 reorganization
case to Chapter 7 liquidation, at the behest of the U.S.
Bankruptcy trustee. The AP relates that Mr. Miell is awaiting
sentencing in U.S. District Court on counts of tax fraud, 18
counts of mail fraud and two counts of perjury, charges that stem
from fraudulently reporting more than $336,000 in storm damages on
145 properties to American Family Insurance.
Robert Miell owns a rental property company in Cedar Rapids. He
filed for Chapter 11 bankruptcy protection on May 28, 2009.
Jerrold Wanek assists Mr. Miell in his restructuring efforts.
S-TRAN HOLDINGS: L/C Proceeds Paid to Insurer Not Estate Property
-----------------------------------------------------------------
WestLaw reports that the issuers of letters of credit used their
own property in paying to the debtors' insurer the proceeds of the
letters of credit, which were not secured by the debtors' assets.
Therefore, the proceeds were not property of the debtors' Chapter
11 estate, even though they were paid prior to the debtors'
petition filing. The debtors, however, possibly had a claim for
excess proceeds drawn on the letters of credit, which would be
estate property. In re S-Tran Holdings, Inc., --- B.R. ----, 2009
WL 3185771 (Bankr. D. Del.).
Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provided common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States. The Company and its debtor-affiliates filed for
Chapter 11 relief on May 13, 2005 (Bankr. D. Del. Case No.
05-11391), and ceased operations on or about that date.
Bruce Grohsgal, Esq., Laura Davis Jones, Esq., Michael Seidl,
Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang Ziehl Young
& Jones LLP represent the Debtors as counsel. Christopher A.
Ward, Esq., at Polsinelli Shalton Flanigan Suelthaus, Mary E.
Augustine, Esq., at Ciardi, Ciardi & Astin, P.C., and Steven M.
Yoder, Esq., at Potter Anderson & Corroon LLP, represent the
Official Committee of Unsecured Creditors as counsel. When the
Debtors filed for protection from their creditors, they listed
total assets of $22,508,000 and total debts of $30,891,000.
SAIL CITY APPAREL: Canterbury U.S. Affiliate Files Ch. 15
---------------------------------------------------------
Sail City Apparel Ltd., part of New Zealand's Canterbury Group of
Companies, filed a Chapter 15 petition in order to assist in the
sale of the assets of the Canterbury Group to JD Sports Fashions
Plc, a U.K. retailer, Bill Rochelle at Bloomberg News reported.
Sail City and affiliates sell and distribute fashion and rugby
apparel under the trademark Canterbury of New Zealand. The goods
are sold in the U.S. to stores such as Neiman Marcus, Saks and
Bergdorf Goodman.
The affiliated groups are in liquidation proceedings in the
U.K. and New Zealand.
Sail City Apparel Ltd. filed for Ch. 15 on Oct. 6, 2009 (Bankr. D.
Del. Case No. 09-36607). Richard M. Meth, Esq., at Day Pitney
LLP, represents the petitioner. The petition says assets are less
than Estimated Assets: $1 million to $10 million while debts are
between $10 million and $50 million.
SANTA FE HOLDING: Closes Gadsden Restaurant
-------------------------------------------
Andy Powell at The Gadsden Times reports that Santa Fe Holding
Company's Santa Fe Cattle Company restaurant has closed. The
restaurant opened on Alabama Highway 77 in Gadsden less than two
years ago.
The Gadsden Times quoted Paul Jankowski, who handles marketing and
public relations for Santa Fe Holding as saying, "The economic
pressures combined with the inability to negotiate a favorable
lease forced us to close it. We hated to close it, that was a
great market for us."
Santa Fe Holding is still operating 17 restaurants, The Gadsden
Times states, citing Mr. Jankowski.
According to The Gadsden Times, Santa Fe Holding closed four
restaurants in Alabama, including those in Bessemer, Tuscaloosa,
and Leeds. The Gadsden Times, citing Gadsden Commercial
Development Authority director Lesa Osborn, says that the
restaurants in Albertville, Fort Payne, Auburn, Troy, Enterprise,
and Huntsville are still open.
Publicly traded Santa Fe Holding Company (PINKSHEETS: SFHD) --
http://www.santafecattle.com/-- of Brentwood, Tennessee, operates
Santa Fe Cattle Co., one of the nation's fastest growing casual
dining restaurant chains. It owns 27 restaurants in 6 states and
1 franchise unit. Founded in 1996, customers enjoy a blend of
aged, hand cut USDA Choice steaks, ribs, fajitas, Texas Hill
Country-influenced homemade sauces and dressings and other
favorites developed exclusively for the company. The unique
atmosphere creates a fun, family-oriented atmosphere with awesome
food and friendly service -- all at a reasonable price.
SARATOGA COUNTRY: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Saratoga Country Kitchen, Inc., has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the Eastern
District of New York, listing up to $50,000 in assets and
$1,000,001 to $10,000,000 in liabilities owed to creditors
including CIT Small Business Lending -- owed about $330,305, of
which $155,305 is unsecured -- and the New York State Department
of Taxation and Finance, which is owed about $24,000.
Saratoga Country Kitchen, Inc., is based in 2302 Knapp Street,
Brooklyn, New York.
SHENANDOAH INVESTMENT: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Shenandoah Investment Group LTD has filed for Chapter 11 in the
U.S. Bankruptcy Court for the Western District of Virginia. Court
documents say that Shenandoah Investment President Garlan
Gochenour filed for bankruptcy on behalf of the investors.
According to court documents, Shenandoah Investment's non
contingent liquidated debts are at less than $2.19 million, with
the estimated amount of assets between
$1 million to $10 million and estimated liabilities between
$500,000 to $1 million.
Shenandoah Investment Group LTD is based in Woodstock, Virginia.
The Company filed for Ch. 11 on Sept. 30, 2009 (Bankr. W.D. Va.
Case No. 09-51571). Timothy J. McGary, Esq., represents the
Debtor in its restructuring effort.
SIMMONS COMPANY: Formally Solicits Votes for Pre-Pack Plan
----------------------------------------------------------
Simmons Company and its indirect subsidiary, Simmons Bedding
Company, said Oct. 13 that they have begun a formal solicitation
of votes from their creditors for their pre-packaged plan of
reorganization.
The solicitation includes Simmons Bedding's senior bank lenders,
holders of its 7.875% senior subordinated notes, and holders of
Simmons' 10% discount notes. The consent solicitation will expire
on November 12, 2009, unless extended.
As disclosed on September 25, a significant majority of
noteholders of Simmons and Simmons Bedding have already agreed to
support the Plan, including 75.4% of the holders of the senior
subordinated notes and 72.6% of the holders of the discount notes.
The solicitation process is an administrative step in which
creditors whose claims are impaired formally vote to accept or
reject the Plan. The Plan provides for all senior lenders, trade
vendors, suppliers and employees to be paid in full.
The Plan also includes an agreement under which, subject to
customary terms and conditions, Simmons Bedding and all of its
subsidiaries, as well as its parent Bedding Holdco Incorporated,
will be acquired by certain affiliates of Ares Management LLC and
Teachers' Private Capital, the private investment arm of the
Ontario Teachers' Pension Plan. The restructuring transactions
contemplated by the Plan would substantially reduce Simmons' total
indebtedness from approximately $1 billion to approximately
$450 million.
Following the solicitation period, and in order to implement the
debt restructuring, Simmons and its domestic subsidiaries intend
to commence chapter 11 cases under the U.S. Bankruptcy Code and
seek confirmation of the Plan. Throughout the restructuring
process, Simmons Bedding expects to continue normal operations
under its current ownership structure and does not anticipate any
changes to its overall business or its ability to meet its
customers' needs.
Votes from lenders and noteholders must be received by Epiq
Bankruptcy Solutions, LLC, Simmons' voting agent, before November
12, 2009. Solicitation materials are being provided to creditors
of record entitled to vote on the Plan. Noteholders who need
additional information regarding the balloting process can contact
Epiq Bankruptcy Solutions, LLC.
The Restructuring Plan
Under the plan, all of Simmons Bedding's trade vendors, suppliers,
employees and senior bank lenders will be paid in full, while each
holder of Simmons' senior subordinated notes will be entitled to
receive its pro rata share of $190 million in cash and each holder
of Simmons' discount notes will be entitled to receive its pro
rata share of $15 million in cash (which amount may be invested in
the equity of a new indirect holding company for Simmons Bedding
by holders of the discount notes who satisfy investment
requirements designed to assure compliance with securities laws
and specified in the plan).
Each of the senior subordinated notes and discount notes
distribution is subject to adjustment in certain circumstances.
Simmons and its domestic subsidiaries expect to launch a formal
process to solicit votes for its pre-packaged plan from the senior
bank lenders and the holders of the senior subordinated notes and
discount notes as soon as solicitation materials are ready. The
solicitation process is expected to be completed within 30 days
after launching.
Following the solicitation period, and to implement the
restructuring, Simmons and its domestic subsidiaries intend to
commence Chapter 11 cases under the U.S. Bankruptcy Code and seek
confirmation of the pre-packaged plan. While the anticipated
bankruptcy filings will not include Simmons Bedding's subsidiaries
in Canada and Puerto Rico, these operations will be acquired under
the terms of the purchase agreement. In connection with the plan,
Simmons Bedding also has arranged for a $35 million debtor in
possession revolving credit facility with certain lenders,
pursuant to which Deutsche Bank Trust Company Americas will act as
the administrative agent and collateral agent and Deutsche Bank
Securities Inc. will act as the sole book runner and lead
arranger. Throughout the restructuring process, Simmons Bedding
expects to continue normal operations under its current ownership
structure and does not anticipate any changes to its overall
business or its ability to meet its customers' needs.
A copy of the Plan Sponsor Agreement is available for free at:
http://researcharchives.com/t/s?45a6
Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.
About Simmons Company
Simmons Company -- http://www.simmons.com/-- is one of the top
three US mattress makers alongside rivals Sealy and Serta.
Simmons Bedding Company is the indirect subsidiary of Simmons
Company. Simmons Bedding manufactures and markets a broad range
of products including Beautyrest(R), Beautyrest Black(R),
Beautyrest Studio(TM), ComforPedic by Simmons(TM), ComforPedic
Loft(TM), Natural Care(R), Beautyrest Beginnings(TM) and
BeautySleep(R). Simmons Bedding operates 19 conventional bedding
manufacturing facilities and two juvenile bedding manufacturing
facilities across the United States, Canada and Puerto Rico.
Simmons Bedding also serves as a key supplier of beds to many of
the world's leading hotel groups and resort properties. Simmons
Bedding is committed to developing superior mattresses and
promoting a higher quality sleep for consumers around the world.
As of June 27, 2009, Simmons Co. had $895.9 million in total
assets and $1.26 billion in total liabilities, resulting in
stockholder's deficit of $367.5 million.
SIX FLAGS: Has Green Light to End Lease for New Orleans Park
------------------------------------------------------------
Six Flags Inc. and its affiliates won approval under Rule 9019 of
the Federal Rules of Bankruptcy Procedure of a settlement
agreement and release with the Industrial Development Board of the
City of New Orleans, Louisiana, Inc., and the City of New Orleans.
On August 23, 2002, Debtor SFJ Management Inc., the tenant, and
the New Orleans IDB entered into a Lease Agreement with respect
to Six Flags New Orleans, which lease was guaranteed by Six
Flags. In addition, the Parties entered into various other
related agreements, including, but not limited to, the Master
Agreement by and among SFJ, Six Flags, the City of New Orleans,
the New Orleans IDB, and Jazzland, Inc., dated August 23, 2002,
and the Intercreditor, Payment Priority, Lien Priority,
Subordination and Non Disturbance Agreement, dated August 23,
2002. In addition to the leased premises, a Debtor owns fee
simple title to parcels of undeveloped land located within close
proximity of the park.
In 2005, Six Flags New Orleans was severely damaged as a result
of Hurricane Katrina and thereafter was unable to open for
business. As of August 22, 2009, although the Debtors continue
to make monthly rental payments as set forth in the Lease
Agreement, Six Flags New Orleans has not reopened.
The City alleges that the Debtors are liable for certain damages
under the Lease Agreement and Related Agreements in connection
with SFJ's failure to reopen Six Flags New Orleans and repair
damage incurred by the hurricane. On May 12, 2009, the City
obtained a Temporary Restraining Order from the Civil District
Court for the Parish of Orleans prohibiting Six Flags from
removing any exhibits, rides or other assets at the site, as well
as requiring SFJ to provide additional security at the former
park. On May 22, 2009, the City filed a civil action against SFJ
currently pending in the United States District for the Eastern
District of Louisiana, Civ. Action No. 09-3631.
To resolve all disputes between the parties, Six Flags, SFJ and
the City entered into the "Term Sheet Agreement" setting forth
the terms of the Settlement. Upon the Court's approval of the
Motion and the terms of the Term Sheet, the parties will enter
into a final Settlement Agreement, substantially in accordance
with the terms of the Term Sheet.
The principal provisions of the Settlement are:
(1) The Lease Agreement and the Related Agreements will be
deemed terminated;
(2) SFJ will vacate and deliver the leased premises to the
City including improvements, in their current condition,
"as is;"
(3) Within 35 days of the Court's final approval of the
Settlement, Six Flags will make a cash payment to the City
in the amount of $3,000,000;
(4) The Debtors will transfer to the City fee simple title in
and to the Adjacent Parcels subject to Permitted Liens, as
defined in the Term Sheet;
(5) The City will be entitled to receive 25% of any net
insurance proceeds received by the Debtors with respect to
its insurance claim for property damage caused by Hurricane
Katrina to the extend the Debtors' recovery exceeds
$65,000,000;
(6) The City will enter a stipulation dismissing, with
prejudice, the action pending in the United States District
Court for the Eastern District of Louisiana, Civ. Action
No. 09-3631, and dissolving the Temporary Restraining Order
from the Civil District Court for the Parish of New
Orleans; and
(7) The Parties will enter into a mutual general release of all
claims. The City will not file any proof of claim or
otherwise assert any entitlement to relief in these Chapter
11 Cases.
The settlement, according to Zachary I. Shapiro, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, allows
the Debtors' estate to avoid costly and uncertain litigation by
fully resolving the City's potential claims under the Lease
Agreement. Absent a settlement, the Debtors would expend
considerable time and money to litigate, with no guarantee that
the Debtors would prevail, or achieve a better result than
available under the Settlement, Mr. Shapiro contends.
A full-text copy of the Term Sheet Agreement is available for
free at http://bankrupt.com/misc/SixF_IDB_settlementagreement.pdf
About Six Flags
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SMURFIT-STONE: Monitor Also Opposes Finance II Transfer
-------------------------------------------------------
Deloitte & Touche, Inc., the monitor in the proceedings under the
Companies' Creditors Arrangement Act commenced by Smurfit-Stone
Container Canada, Inc., et al., delivered its seventh monitor
report to the Superior Court of Justice (Commercial List) for the
Province of Ontario, in Canada.
Deloitte says a motion was brought by Aurelius Capital Management
LP and Columbus Hill Capital Management LP which seeks, an order:
(i) declaring that the interests of the officers and directors of
Stone Container Finance Company of Canada II or "Finance II", the
Monitor and counsel to the CCAA Entities conflict irreconcilably
with the interests of Finance II; (ii) declaring that counsel to
the CCAA Entities cannot continue to act for Finance II; (iii)
directing the officers and directors of Finance II to file an
assignment in bankruptcy under the BIA in respect of Finance II;
and (iv) discharging the Monitor vis-a-vis Finance II.
Finance II is the issuer of certain unsecured notes due in 2014
with a $200 million principal aggregate amount outstanding and
guaranteed by Smurfit-Stone Container Corporation and bear a
7.375% per annum interest. Finance II has no active business
operations or employees.
Shortly after the issuance of the Finance II Notes in July 2004,
the proceeds of the Finance II Notes were loaned to SSC Canada.
The terms of the loan are governed by a Loan Agreement between
Finance II and SSC Canada. The interest payable by SSC Canada to
Finance II in respect of the loan has historically been satisfied
by the issuance of Class "C" shares of SSC Canada to Finance II.
In addition, the Monitor relates that the assets available to
satisfy the claims of the creditors of Finance II consist of the
intercompany claim against SSC Canada and an alleged contribution
claim against Smurfit-Stone Container Enterprises, Inc.
The Monitor relates that it supports the CCAA Entities' position
with respect to the Noteholders' Motion because assigning Finance
II into bankruptcy would include a default in the DIP Facility
which could deprive the CCAA Entities' access to a key source of
liquidity and jeopardize the restructuring as a whole. The
Monitor adds that at a minimum, assigning Finance II into
bankruptcy would disrupt the consolidated, cross-border
restructuring efforts being undertaken by Smurfit-Stone for the
benefit of all of its stakeholders.
The Monitor is of the view that a disruption is not warranted,
especially at this stage of the Proceedings. The Monitor reveals
that an operational plan and a plan of reorganization will be
presented shortly and will address the claims of all creditors of
the CCAA Entities and the U.S. Debtors.
The Monitor relates that since January 26, 2009, the CCAA Entities
have worked diligently to stabilize their operations and have
maintained operations in the normal course during the CCAA
Proceedings. SSC Canada continues to sell products to its
customers and has obtained the necessary supplies from its
suppliers.
The Claims Procedure Order specifically excluded the filing of
intercompany claims prior to the Claims Bar Date and the
Noteholders have sought and received specific clarification from
the U.S. Court that the U.S. Claims Bar Order does not require
Finance II to file a proof of claim prior to the Claims Bar Date.
Accordingly, the intercompany claims of Finance II will be
addressed in the process leading up to the filing of a plan of
reorganization.
Against this backdrop, it is the Monitor's view that the
continuation of the CCAA Proceedings in respect of Finance II does
not prejudice the intercompany claims of Finance II.
The Monitor further noted that it is highly cognizant of its
status as an officer of the Ontario Court and its fiduciary duty
to all stakeholders. In this regard, the Monitor says it will
continue to oversee the CCAA Proceedings and report to the Ontario
Court in the event it perceives there to be a conflict of interest
which would prevent it from being able to fulfill its duties.
"It is common in large, integrated, cross-border reorganizations
for CCAA and U.S. Chapter 11 proceedings to be dealt with on a
consolidated basis with a single CCAA Monitor appointed by the
Court to oversee all aspects of the reorganization of an
integrated group for the benefit of all stakeholders of the
Canadian debtors," the Monitor points out. "These
restructurings will invariably include certain intercompany claims
and interests which are addressed in a consolidated plan or
plans."
A full-text copy of the Monitor's Report is available for free
at http://bankrupt.com/misc/SSC7thMonRep.pdf
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 roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $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: Improves Productivity and Performance
----------------------------------------------------
Smurfit-Stone Container Corporation announced productivity, supply
chain and sustainability benefits for manufacturers at the 2009
Packaging Machinery Manufacturing Institute's Pack Expo in Las
Vegas.
John Eaton, vice president of Smurfit-Stone's Automated Packaging
Systems (APS) group, told Pack Expo attendees that, "Our Meta(R)
machines increase manufacturing efficiencies while reducing
product damage and waste, as well as labor and material costs.
The Meta(R) cases are designed to use less fiber while maintaining
structural strength, which allows manufacturers to reduce their
supply chain costs and meet their sustainability goals."
The Meta family of machines, including the Meta Wrap-8(TM) and
Meta FS(TM) featured at Pack Expo, produce North America's only
eight-sided cases. The Meta(R) cases feature mitered corners,
which result in increased stacking strength and reduced fiber
requirements. The cases' corner panels also allow additional
high-impact graphics for on-the-shelf differentiation.
"Making a case with less fiber and less weight results in fewer
shipments to deliver the same number of cases, which helps to
reduce the use of fossil fuels and prevent pollution," said Eaton.
The Meta FS(TM) uses full servo or "smart technology" to form
Meta(R)-8 cases around a fixed mandrel, allowing quick changeover
to different heights for boxes that share the same footprint. The
Meta(R)-8 case produced by the Meta FS(TM) machine uses 17 percent
less fiber to provide the full compression strength of a regular
slotted case (RSC), or it can provide 18 percent more stacking
strength using 5.7 percent less fiber using a two-and-a-half inch
miter.
The servo technology minimizes the number of moving parts, machine
maintenance, and operating noise level.
The Meta Wrap-8(TM) forms the case around the manufacturer's
products, which serve as the mandrel. The Meta Wrap-8(TM) also
minimizes the packaging footprint in the manufacturing environment
with one machine replacing three -- the case former, loader and
sealer. The Meta Wrap-8(TM) utilizes electronic motion controls
to maximize machine flexibility and speed, dramatically enhancing
changeover repeatability for multiple case configurations.
"In addition to improving the manufacturer's productivity and
reducing supply chain costs, the Meta Wrap-8(TM) also positively
impacts a manufacturer's sustainability performance," said Eaton.
"The Meta Wrap-8(TM) produces packaging that uses 22 percent less
fiber to provide the compression strength of an RSC, or it can
provide 18 percent more stacking strength using 6 percent less
fiber using a two-and-a-half inch miter."
Smurfit-Stone's Recycling division also supports the Company's
corrugated container and APS customers by providing them with
recycling and waste services. The Recycling division manages
customers' waste streams, reducing their costs and improving the
sustainability of their operations.
Smurfit-Stone is continually looking for new and innovative ways
to serve its customers, including managing recycling and waste
solution services for some of the largest companies in the United
States. The Recycling division's teams of waste management experts
work to create 360-degree sustainability programs for customers
that include turning scrap into new products.
Smurfit-Stone Container Corporation is one of the industry's
leading integrated containerboard and corrugated packaging
producers and one of the world's largest paper recyclers. The
company is a member of the Sustainable Forestry Initiative(R) and
the Chicago Climate Exchange. Smurfit-Stone generated revenue of
$7.04 billion in 2008; has led the industry in safety every year
since 2001; and conducts its business in compliance with the
environmental, health, and safety principles of the American
Forest & Paper Association.
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 roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $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: Reduces Costs for Growers and Grocers
----------------------------------------------------
Smurfit-Stone Container Corporation announced cost-saving
opportunities and sustainability benefits for produce growers and
grocers at the 2009 Produce Marketing Association's (PMA) Fresh
Summit International Convention and Exposition in Anaheim, CA.
Dwight Morris, western region vice president for Smurfit-Stone's
Corrugated Container division, told PMA attendees that, "Our Meta
Tray-8 cases, RecyclaCorr corrugated containers, and recycling and
waste services reduce operating costs and enhance the
sustainability of both the produce growers' and grocers'
operations."
Smurfit-Stone is the only North American packaging company that
produces the Meta Tray-8 cases featured at PMA. Packaging
equipment manufactured by the company's Automated Packaging
Systems group, including the Meta Tray-8 machine, makes containers
that are designed to use less fiber or use the same amount of
fiber but achieve greater stacking strength.
Compared to a regular slotted case, the Meta Tray-8 case can be
made with up to 21 percent less fiber and equal stacking strength,
or up to 127 percent more stacking strength. The Tray-8 also
outperforms a BTB. The Meta Tray-8 can be made with up to 18
percent less fiber than a typical BTB, but with equal stacking
strength, or up to 46 percent more stacking strength.
Greater box strength increases stackability for produce growers
and grocers, while less fiber translates into lower supply chain
costs and a more sustainable package. The Meta Tray-8's
additional mitered sides allow for enhanced graphics and greater
visual appeal, making the box a more effective marketing tool.
Smurfit-Stone also produces a sustainable, fully recyclable
alternative to wax- impregnated packaging called RecyclaCorr.
"Our customers are using RecyclaCorr cases for produce, bakery,
floral, beverage and protein products because the packaging is
specially formulated to protect products stored and distributed in
cold-humid environments. RecyclaCorr is also FDA approved for food
contact," said Mr. Morris.
RecyclaCorr also adds value to sustainable packaging scorecards
and to end-users who generate additional revenue by recycling
their old corrugated containers.
RecyclaCorr, Meta Tray-8 cases and other Smurfit-Stone cases can
incorporate traceability features. "Food traceability is a
serious concern in a supply chain that distributes from state to
state and from country to country," said Mr. Morris. "We work
with customers to provide traceability solutions that are
appropriate, reliable and cost effective for both field- and shed-
packing operations, as well as other applications."
In addition to providing recyclable packaging solutions to our
customers, Morris told attendees that, "Smurfit-Stone's Recycling
division works closely with our Container division to offer our
recycling and waste services capabilities to our packaging
customers. The waste services programs we provide properly manage
our packaging customers' waste streams, while reducing their costs
and improving the sustainability of their operations."
Mr. Morris added, "We manage recycling and waste solutions
services for some of the largest companies in the United States.
Our teams of waste management experts are working to create 360-
degree sustainability programs for our customers that include
turning scrap into new products. We are continually looking for
new and innovative ways to serve our customers."
Smurfit-Stone Container Corporation is one of the industry's
leading integrated containerboard and corrugated packaging
producers, and one of the world's largest paper recyclers. The
company is a member of the Sustainable Forestry Initiative and the
Chicago Climate Exchange.
Smurfit-Stone generated revenue of $7.04 billion in 2008; has led
the industry in safety every year since 2001; and conducts its
business in compliance with the environmental, health, and safety
principles of the American Forest & Paper Association.
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 roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $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)
SNMKMA CORPORATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: SNMKMA Corporation
dba Children's Country Club
dba MMNKS
2165 Sarno Road
Melbourne, FL 32935
Bankruptcy Case No.: 09-15400
Chapter 11 Petition Date: October 12, 2009
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: Lindsey Gardner, Esq.
Cutshall & Gardner
476 Hwy A1A, Suite 4F
Satellite Beach, FL 32937
Tel: (321) 951-7600
Fax: (321) 951-7601
Email: linskov76@aol.com
Estimated Assets: $0 to $50,000
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 Mohammad Ali, president of the Company.
SOPHOI INC: Oracle Acquires Media IP Management Software
--------------------------------------------------------
Oracle News has acquired OracleR Media Intellectual Property
Management from Sophoi, Inc.
This new software is the sole comprehensive software built
specifically to manage intellectual property (IP) and the content
value chain for media and entertainment companies.
Oracle Media Intellectual Property Management automates IP rights
and royalty management, and sales and distribution across content
owners, aggregators and service providers to reduce revenue
leakage and develop new revenue models.
"With the proliferation of media and entertainment distribution
channels, the management and licensing of intellectual property
rights and royalties has become increasingly complex," said Liam
Maxwell, Vice President of Products, Oracle Communications. "The
addition of Sophoi technology to Oracle's product line for the
communications, media and entertainment industries is expected to
accelerate the adoption of standards-based software to monetize
digital content and enable better financial control of content
assets."
Los Angeles, California-based Sophoi Inc. filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the Central
District of California. Sophoi had been backed by $17.5 million
in funding from Oracle, which invested in the Company in May 2007.
SOUTHEAST WAFFLES: Court Confirms Bankruptcy Exit Plan
------------------------------------------------------
Southeast Waffles LLC's Chapter 11 plan was confirmed by the
Bankruptcy Court at the end of September and the plan took effect
automatically on Oct. 1, Bill Rochelle at Bloomberg News said.
The plan, which was supported by the Official Committee of
Unsecured Creditors, was built upon the transfer of stores to
franchiser Waffle House Inc.
The plan was designed to pay unsecured creditors between 25% and
38% over 10 years. The secured lender FirstBank is to have a note
to pay off $8.1 million in debt.
Headquartered in Nashville, Tennessee, SouthEast Waffles, LLC dba
Waffle House -- http://www.southeastwaffles.com-- operates
restaurants. The Company filed for Chapter 11 protection on
August 25, 2008 (Bankr. M.D. Tenn. Case No. 08-07552). Barbara
Dale Holmes, Esq., David Phillip Canas, Esq., Glenn Benton Rose,
Esq., and Tracy M. Lujan, Esq., at Harwell Howard Hyne Gabbert &
Manner represent the Debtor in its restructuring efforts. When
the Debtor filed for protection from its creditors, it listed
assets and debt of between $10 million and $50 million each.
SP ACQUISITION: Announces Liquidation and Dissolution
-----------------------------------------------------
SP Acquisition Holdings, Inc., announced its proposed plan
of liquidation October 13. As of the close of business on
October 14, 2009, the Company's share transfer books will close.
The Company has advised the NYSE Amex to deregister the Company's
securities with the Securities and Exchange Commission.
The Company is a blank check company formed for the purpose of
acquiring, through a merger, capital stock exchange, asset
acquisition or other similar business combination, one or more
businesses or assets. Since the Company did not consummate a
business combination by October 10, 2009, the time frame required
by its amended and restated certificate of incorporation and the
terms of its initial public offering, the Company's existence will
terminate and the Company has adopted a plan of liquidation in
accordance with its amended and restated certificate of
incorporation and applicable Delaware law.
The Company expects to distribute the amounts held in its trust
account, which consist of proceeds from the Company's initial
public offering, together with the deferred portion of the
underwriters' discount and commission and unexpended interest (net
of applicable taxes and reserves for contingent liabilities).
Liquidating distributions will be made to holders of shares of the
Company's common stock issued in the Company's initial public
offering payable upon presentation of certificates evidencing
shares in the Company. Stockholders whose stock is held in "street
name" through a broker will automatically receive payment through
the Depository Trust Company. The liquidating distribution is
expected to be approximately $9.85 per share. No payments will be
made with respect to any of the Company's outstanding warrants or
shares of common stock that were issued prior to the Company's
initial public offering.
The Company will deregister its securities under the Securities
and Exchange Act of 1934, as amended, and delist its shares on the
NYSE Amex. As a result, the Company will no longer be a public
reporting company and its securities will cease trading on the
NYSE Amex as of the close of business on October 14, 2009.
About SP Acquisition
SP Acquisition Holdings (NYSE AMEX: DSP) is a blank check company
organized under the laws of the State of Delaware on February 14,
2007. It was formed for the purpose of acquiring, through a
merger, capital stock exchange, asset acquisition or other similar
business combination, one or more businesses or assets.
SPANSION INC: To Slash President and CEO's Base Salary by 10%
-------------------------------------------------------------
The Compensation Committee of the Board of Directors of Spansion
Inc., on October 8, 2009, approved a proposal made by John H.
Kispert, the Company's President and Chief Executive Officer, to
implement a 10% reduction in the base salary of the President and
Chief Executive Officer and other executives, including the
Company's named executive officers, effective October 19. The
Company's decision to reduce executive base salaries was driven by
a plan to further reduce costs across the Company.
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.
Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
STANDARD PACIFIC: Discloses Results of Cash Tender Offers
---------------------------------------------------------
Standard Pacific Corp. on Thursday announced the expiration and
final results of its cash tender offers for its 6-1/2% Notes due
August 15, 2010, 6-7/8% Notes due May 15, 2011 and 7-3/4% Notes
due March 15, 2013. The tender offers were made upon the terms
and conditions in an offer to purchase dated September 10, 2009
(as amended or supplemented from time-to-time).
As of the expiration time of 11:59 p.m., New York City time, on
October 7, 2009, according to information provided by the
depositary, $133,419,000 of the 2010 Notes, $121,978,000 of the
2011 Notes and $3,417,000 of the 2013 Notes were validly tendered
and not validly withdrawn. The Company accepted all of the notes
tendered for payment. The Company was to settle the tender offers
on October 8, 2009, with $250.6 million in net proceeds from its
September 17, 2009 private placement of $280 million of 10.750%
Senior Notes due 2016 and cash on hand.
The Troubled Company Reporter on October 2 disclosed some of the
primary terms of the Tender Offers, including the numerical order
of priority in which the Maximum Payment Amount will be applied to
purchase each series of the Notes in the Tender Offers:
Dollars per $1,000 Principal
Amount of Notes
-----------------------------
Tender
Principal Offer Early Total Acceptance
Title of Amount Consider- Tender Consider- Priority
Security Outstanding ation Premium ation Level
---------- ------------ --------- ------- --------- ----------
2010 Notes $148,468,000 $990 $30 $1,020 1
2011 Notes $170,597,000 $970 $30 $1,000 2
2013 Notes $125,000,000 $870 $30 $900 3
Citi served as dealer manager in connection with the tender offers
and the consent solicitation. Global Bondholder Services
Corporation served as the depositary and information agent.
Supplemental Indenture Governing
10.750% Senior Notes due 2016
On September 17, 2009, Standard Pacific Escrow LLC, a wholly owned
indirect subsidiary of Standard Pacific, issued $280 million
aggregate principal amount of its 10.750% senior notes due 2016
governed by the indenture, dated as of September 17, 2009, between
Escrow LLC and The Bank of New York Mellon Trust Company, N.A., as
trustee. On October 8, 2009, the Company assumed Escrow LLC's
obligations under the Notes and the Indenture -- Company
Assumption -- pursuant to the First Supplemental Indenture, dated
as of October 8, 2009, by and among Escrow LLC, the Company, the
subsidiaries of the Company that guarantee the Company's
outstanding senior notes and subordinated notes and the Trustee.
The Notes bear interest at a rate of 10.750% per year and will
mature on September 15, 2016. Interest accrues on the Notes
from September 17, 2009, and will be payable semi-annually on each
March 15 and September 15, commencing March 15, 2010. The
covenant and default terms of the Notes are substantially the same
as those associated with the Company's other senior notes.
The Notes are general senior obligations of the Company, are
unconditionally, jointly and severally guaranteed, on a senior
basis, by the Subsidiary Guarantors and are secured by a pledge of
the stock of certain subsidiaries of the Company that secure the
Company's outstanding senior notes. The Notes and related
guarantees rank equally in right of payment with all of the
Company's and the Subsidiary Guarantors' other indebtedness
(except for current and future obligations that may be
subordinated to the Notes).
Registration Rights Agreement
In addition, on October 8, 2009, in connection with the Company
Assumption, the Company and the Subsidiary Guarantors entered into
a registration rights agreement with the initial purchasers of the
Notes, pursuant to which the Company and the Subsidiary Guarantors
are obligated to effect an exchange for the Notes for registered
securities having substantially identical terms to the Notes or,
in the alternative, register the Notes under the Securities Act,
subject to the terms and conditions therein specified.
Instrument of Joinder
On October 8, the Trustee entered into an instrument of joinder
(additional creditor representative) to the Collateral Agent and
Intercreditor Agreement, dated as of May 5, 2006, among Bank of
America, N.A., as collateral agent, the Company, the pledgor
subsidiaries of the Company which are a party thereto and the
creditor representatives which are a party thereto.
Pursuant to the Joinder to the Intercreditor Agreement, the
Trustee became a creditor representative under the Intercreditor
Agreement and agreed to be bound by the terms, conditions, and
duties applicable to a creditor representative under the
Intercreditor Agreement.
Supplemental Indenture Relating to the 2010 Notes
On October 8, 2009, the Company, the Subsidiary Guarantors and The
Bank of New York Mellon Trust Company, N.A., as trustee, executed
and delivered the Thirteenth Supplemental Indenture, amending the
terms of the Indenture dated April 1, 1999, as amended and
supplemented, by and between the Company and the Trustee, as
successor trustee, as supplemented by among other supplemental
indentures, the Ninth Supplemental Indenture, dated August 1,
2005, by and among the Company, the Subsidiary Guarantors and the
Trustee, as successor trustee, governing the 2010 Notes.
The Thirteenth Supplemental Indenture was entered into, as
permitted by the 1999 Indenture, following receipt of the
requisite consents from holders of greater than a majority in
aggregate principal amount of the outstanding 2010 Notes.
The Thirteenth Supplemental Indenture effects certain proposed
amendments to the 1999 Indenture that solely relate to the 2010
Notes by eliminating substantially all of the restrictive
covenants, including covenants relating to the Company's ability
to incur additional indebtedness and liens.
About Standard Pacific
Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history. The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers. Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada. The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.
Standard Pacific generated a net loss of $23.1 million, or $0.10
per diluted share, for the second quarter ended June 30, 2009,
versus a net loss of $249.0 million, or $3.44 per diluted share,
for the year earlier period. As of June 30, 2009, the Company had
$1.91 billion in total assets and $1.56 billion in total
liabilities.
* * *
According to the Troubled Company Reporter on April 1, 2009,
Standard & Poor's Ratings Services lowered its issue-level rating
on Standard Pacific Corp.'s senior unsecured notes to 'CCC-' from
'CCC' and removed the rating from CreditWatch, where it was placed
with negative implications on March 4, 2009. At the same time,
S&P lowered its recovery rating on the debt to '5' from '4',
indicating that senior noteholders can expect modest (10%-30%)
recovery in the event of a payment default.
STANFORD FINANCIAL: SEC Fights Receiver's Bid to Revive Suits
-------------------------------------------------------------
Laurel Brubaker Calkins at Bloomberg News reports that the U.S.
Securities and Exchange Commission has asked the U.S. Court of
Appeals in New Orleans to uphold a lower court ruling that blocked
Ralph Janvey, R. Allen Stanford's court-appointed receiver, from
suing investors to get back funds they received from an alleged
$7 billion Ponzi scheme.
Mr. Janvey, according to the SEC, has no legal authority to sue
650 investors for almost $1 billion they retrieved before the
collapse of Stanford's alleged scheme. "Facing certain failure,
the receiver has attempted an end run around the governing body of
law," the SEC said in the filing, arguing against Mr. Janvey's bid
to reverse a lower-court ruling limiting clawback lawsuits.
Janvey overstepped his authority by naming some investors as
"relief defendants," which the SEC claims only it has the power to
do.
About Stanford Group
Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.
Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement. Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.
On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.
The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.
A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas. Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice. Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges. Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.
The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).
STARTRANS INC: Files for Chapter 11 to Sell to Trimac
-----------------------------------------------------
StarTrans Inc. filed a Chapter 11 petition to sell assets for
almost $25 million and in the process generate a 20% recovery for
unsecured creditors, Bill Rochelle at Bloomberg reported. Trimac
Dry Bulk Group Inc. is buying the assets for $842,000 cash plus
the assumption or payment of secured claims. A hearing regarding
the sale is set for Nov. 3. StarTrans is also abandoning more
than 300 tractors and trailers.
StarTrans Inc. is a dry-bulk trucker from Holly Hill, South
Carolina. It filed for Chapter 11 on Oct. 5, 2009 (Bankr. D. S.C.
Case No. 09-07468). Daniel J. Reynolds Jr., Esq., at McCarthy Law
Firm, LLC, rpresents the Debtor in its Chapter 11 effort.
The petition said assets and debt are both less than $50 million.
Secured lenders are owed almost $40 million.
STEWART INFORMATION: Fitch Assigns 'BB+' Rating on $60 Mil. Debt
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Stewart Information
Services Corp.'s 6%, $60 million senior convertible debt offer
that matures in 2014. Fitch took no action on SISCO's 'BBB-'
Issuer Default Rating or the 'BBB+' Insurer Financial Strength
ratings of Stewart Title Guaranty Company and its wholly owned
subsidiary Stewart Title Insurance Company, collectively referred
to as Stewart.
The Rating Outlook for all ratings is Negative.
The proceeds of the offering are intended to pay down all
existing callable bank debt at SISCO; therefore this transaction
will have no impact on financial leverage, as measured by debt to
capital, which was 16% at June 30, 2009. The majority of the
$86.4 million, as of June 30, 2009, unsecured bank debt could be
called by the issuing bank for any reason prior to its maturity.
Thus, this transaction favorably reduces a potential liquidity
constraint particularly given the current stressful environment.
Stewart's regulatory filing revealed an additional $12.5 million
in adverse reserve development during the third quarter of 2009
related to policy years 2006 and 2007. Further the company stated
that it had a pretax operating loss, before non-controlling
interests, of $12.1 million for the two months ended August 2009.
The current Negative Outlook reflects Fitch's belief that
Stewart's margins will continue to be pressured in the near- to
intermediate-term given the current downturn in the real estate
cycle. Severe operating losses or material deterioration in
capital would place further downward pressure on Stewart's
ratings.
Fitch rates Stewart Information Services Corp.'s $60 million 6%
senior convertible notes due 2014 'BB+'.
Fitch's current ratings for these companies remain unchanged:
Stewart Information Services Corp.
-- IDR 'BBB'.
Stewart Title Guaranty
Stewart Title Insurance Company
-- IFS 'BBB+'.
The Rating Outlook is Negative.
STOCK BUILDING: Brent Johnson Reopens Home Lumber Store
-------------------------------------------------------
Building-Products.com reports that Brent Johnson has reopened the
former Home Lumber store in Bishop, after buying it back from
Stock Building Supply. Home Lumber was one of the three stores
Mr. Johnson sold to Stock Building Supply in April 2006.
According to Building-Products.com, Stock Building shut down the
Bishop yard in May when it filed for Chapter 11 bankruptcy
protection.
Raleigh, North Carolina-based Stock Building Supply --
http://www.stockbuildingsupply.com/-- is a leading supplier of
building materials to professional home builders and contractors
in the United States. Stock operates out of 19 markets including
Washington, DC; Paradise, PA; Richmond, VA; Raleigh-Durham,
Charlotte and Winston-Salem/Greensboro, NC; Greenville and
Columbia, SC; Atlanta, GA; Austin, Amarillo, Houston, Lubbock and
San Antonio, TX; Albuquerque, NM; Salt Lake City and Southern UT;
Spokane/Northern Idaho; and Los Angeles, CA.
The Company and 25 of its affiliates filed for Chapter 11
protection on May 6, 2009 (Bankr. D. Del. Lead Case No. 09-11554).
Shearman & Sterling LLP and Young, Conaway, Stargatt & Taylor,
represent the Debtors in their restructuring efforts. The Debtors
selected FTI Consulting as restructuring consultant. When the
Debtors' sought for protection from their creditors, they listed
assets between $50 million and $100 million, and debts between
$10 million and $50 million.
Stock Building Supply completed its financial restructuring and
emerged from Chapter 11. The Company's Plan of Reorganization was
confirmed by the United States Bankruptcy Court for the District
of Delaware on June 15, 2009.
TARRAGON CORP: Court Extends Solicitation Period Until October 22
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey entered a
bridge order extending Tarragon Corporation and its debtor-
affiliates' exclusive period in which to solicit acceptances to
the Debtors' Plan of Reorganization to Oct. 22, 2009.
The motion was adjourned to Oct. 22, 2009, after the exclusivity
deadline. Objections, if any, are due on Oct. 15, 2009.
As reported in the TCR on August 7, 2009, Tarragon has already
filed a Chapter 111 plan of reorganization and an explanatory
disclosure statement. Under the Plan, affiliated debt-holders are
expected to get 60% of the common stock in turn for the waiver of
about $40 million of unsecured claims.
In exchange for HFZ Capital Group LLC agreeing to purchase certain
preferred stock of Reorganized Tarragon having a cumulative
preferred dividend of 8% in an amount of up to $5 million of which
at least $1 million will be purchased on the effective date to
provide initial working capital to Reorganized Tarragon, HFZ will
receive 40% of the new issue common stock of Reorganized Tarragon.
Subsequent to the effective date, HFZ will purchase, at par, at
such time or times as required by the affiliated debt holders,
additional preferred stock of Reorganized Tarragon in an amount
equal to $5 million less the amount of the initial Preferred Stock
Purchase in increments of no less than $500,000. The proceeds of
such sale shall be used to enable Reorganized Tarragon to pay,
when required, its future operating costs and expenses, including
liquidation expenses of Liquidation Assets and debt service, to
the extent that the income of Reorganized Tarragon, as reasonably
determined by the affiliated debt holders, is insufficient to pay
in a timely manner such costs and expenses.
In addition, the affiliated debt holders will receive 60% of the
common stock of Reorganized Tarragon in exchange for the waiver of
approximately $40 million of affiliated unsecured claims held by
the affiliated debt holders.
A full-text copy of the joint Chapter 11 plan of reorganization is
available for free at http://ResearchArchives.com/t/s?40d0
A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?40d1
Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale. Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555). The Hon.
Donald H. Steckroth presides over the case.
Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel. Kurztman Carson
Consultants LLC serves as notice and claims agent. Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the official committee of unsecured creditors
appointed in the case. Tarragon has said equity holders are out
of the money with regard to its bankruptcy case. As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.
TAVERN ON THE GREEN: Sues New York to Delay Eviction
----------------------------------------------------
Christopher Scinta at Bloomberg News reports that Tavern on the
Green LP, an operator of a restaurant in Central Park, sued New
York City's Department of Parks and Recreation for more time to
auction its assets and clear out of the building.
To ensure the Company can safely book holiday parties in November
and December, the restaurant's most profitable months, Tavern on
the Green must be able to tell customers it will operate through
Dec. 31, according to the filing, the Bloomberg report said.
Without a court order blocking an eviction, the restaurant may
have to close sooner to accommodate the auction and miss its most
profitable months.
In August, New York awarded the lease for 20 years starting
Jan. 1 to restaurateur Dean Poll, who runs the Boathouse
Restaurant in Central Park.
Tavern on the Green LP is the operator of the 75-year-old
restaurant in New York's Central Park. The Company filed for
Chapter 11 on September 9, 2009 (Bankr. S.D.N.Y. Case No. 09-
15450). It listed assets and debts of as much as $50 million
each.
TAYLOR BEAN: BofA Appeals Approval of FDIC Loan Deal
----------------------------------------------------
Law360 reports that Bank of America Corp. has appealed a
bankruptcy judge's approval of a mortgage loan agreement between
Taylor Bean & Whitaker Mortgage Corp. and the Federal Deposit
Insurance Corp. in its role as the receiver for Colonial BancGroup
Inc., claiming the deal violates an injunction Bank of America has
secured in a separate case against Colonial related to
approximately $1 billion in cash and loans.
Taylor Bean, the 12th largest U.S. mortgage lender and servicer
of loans, filed for bankruptcy protection on Aug. 24 after
being suspended from doing business with U.S. agencies and
Freddie Mac, the government-supported mortgage company. Taylor
has blamed probes into one of its banks for the suspensions.
Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047). 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 has more than $1 billion of
both assets and liabilities, and between 1,000 and 5,000
creditors, according to the bankruptcy petition.
TRIBUNE CO: Cubs Win Court Approval of Sale to Ricketts Family
--------------------------------------------------------------
The Chicago Cubs won court approval from Judge Kevin Carey to
transfer control of the baseball team to the family of Joe
Ricketts, TD Ameritrade Holding Corp.'s founder, one day after the
sports franchise filed for bankruptcy.
The sports franchise, Chicago National League Ball Club LLC, filed
for Chapter 11 on Oct. 13, as part of a plan by Tribune to sell
the baseball team for more than $700 million to the family of TD
Ameritrade Holding Corp.'s founder, Joe Ricketts.
According to Bloomberg News, JPMorgan Chase Bank NA, the agent for
the lenders funding the transaction, will collect a fee of $6.7
million. Carey said he would allow Tribune to pay the fee sooner
than would be typical in most bankruptcy cases because of the
unique circumstances of the Cubs sale.
The transfer has been approved by Major League Baseball's other
owners.
As reported by the TCR on Sept. 25, 2009, Tribune Co. received
permission from the Bankruptcy Court to sell the Chicago Cubs,
paving the way for the baseball team to file bankruptcy to make
the transaction final.
Under the sale process approved by Judge Kevin Carey at the end of
August, the National League Ball Club, LLC, Tribune's affiliate
directly owning the Cubs, would file for Chapter 11 as soon as the
Bankruptcy Court approves Tribune's proposal and in order to
effectuate the sale.
Tribune will be selling the Chicago Cubs baseball team to the
family of TD Ameritrade Holding Corp. founder Joe Ricketts, for a
consideration expected to bring $740 million in cash for
creditors.
About Tribune Co.
Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141). The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.
Attorneys at Landis Rath & Cobb LLP, and Chadbourne & Parke LLP,
represent the Official Committee of Unsecured Creditors. As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.
Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRONOX INC: Bankruptcy Caused by Anadarko/Kerr-McGee "Misconduct"
-----------------------------------------------------------------
Anadarko Petroleum Corporation and Kerr-McGee Corporation have ask
the U.S. Bankruptcy Court for the Southern District of New York to
dismiss each of the claims asserted by Tronox Incorporated,
Tronox Worldwide LLC, formerly known as Kerr-McGee Chemical
Worldwide LLC, and Tronox LLC, formerly known as Kerr-McGee
Chemical LLC.
The adversary proceeding commenced against Anadarko and Kerr-McGee
is the Debtors' attempt to rewrite history to blame the Debtors'
financial condition and foist their environmental and other
liabilities on Kerr-McGee and Anadarko, Lydia Protopapas, Esq., at
Weil, Gotshal & Manges LLP, in Houston, Texas, argues on behalf of
Anadarko and Kerr-McGee.
Ms. Protopapas points out that the gravamen of the complaint is a
so-called grand "scheme" by Anadarko and Kerr-McGee to set the
Debtors up for failure. The "scheme" allegations, however, are
insufficient as a matter of law, she asserts. Not only are they
impermissibly conclusory, they are implausible and do not comport
with reality, she complains.
The Debtors' allegation of a massive fraud on the Debtors'
creditors was purportedly undertaken through a hodgepodge of
unspecified fraudulent transfers and common law torts. These
accusations, Ms. Protopapas asserts, are a clear effort to avoid
the more likely explanation reached after considering the impact
of rising costs, reduced demand, non-functioning credit and
financial markets, and the global economic crisis as a whole on
the Debtors' business.
Parties Oppose to Motion to Dismiss Case
Plaintiffs Tronox Incorporated, Tronox Worldwide LLC, and Tronox
LLC assert that Anadarko Petroleum Corporation and Kerr-McGee
Corporation's motion to dismiss the Adversary Complaint proceeds
from a flawed premise -- that the Court should decide now whether
the Debtors' claims or Anadarko and Kerr-McGee's so-called
"alternative explanation" is "more likely."
David J. Zott, P.C., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, argues that in any event, Anadarko and Kerr-McGee's
"alternative explanation" -- that the Debtors' bankruptcy was
caused by an unprecedented economic collapse, not by the Anadarko
and Kerr-McGee's misconduct -- misconceives both the law and the
Complaint. Legally, Mr. Zott asserts, the Debtors are not
required to plead or prove that the Anadarko and Kerr-McGee's
caused the Debtors to fail. "Causation of this type is not an
element of fraudulent transfer or any of the Debtors' other
claims. Factually, the Debtors have alleged that Anadarko and
Kerr-McGee's fraudulent scheme left the Debtors so weakened, it
could not survive even a routine and inevitable downturn. The
fact that the downturn was worse than expected is beside the
point, Mr. Zott asserts.
Moreover, Mr. Zott argues that Anadarko and Kerr-McGee
erroneously attack a few allegations in the Complaint as
"implausible" or "absurd." This attack fails at the threshold,
both because the Court must assess the Complaint "as a whole"
without "cherry-picking" allegations, and because the Court must
accept factual allegations as true, even if it considers them
"improbable," Mr. Zott asserts.
Further Mr. Zott relates that Anadarko and Kerr-McGee ignore the
detailed facts contained in the Complaint and instead
impermissibly focus on individual paragraphs and sentences in
isolation. Anadarko and Kerr-McGee's Motion includes a table
that purports to list insufficiencies in the Debtors' allegations
concerning each transfer. But each row of the table examines one
paragraph of the Complaint in isolation, ignoring the rest of the
Complaint that supplies the purported missing detail.
Anadarko and Kerr-McGee make a number of arguments attempting to
absolve Anadarko of liability at the pleading stage for its role
in their fraudulent scheme. But the Plaintiffs have pled
allegations that make Anadarko a proper defendant in the action.
Mr. Zott avers that the Complaint contains sufficient allegations
that through its acquisition of New Kerr-McGee, Anadarko both
benefited from the transfers and obligations and that Anadarko is
a subsequent transferee. For this reason alone, Anadarko is a
proper defendant irrespective of New Kerr-McGee and Anadarko
conspiracy and aiding and abetting claims, Mr. Zott says.
Anadarko and Kerr-McGee Talks Back
In response Anadarko and Kerr-McGee assert that the Debtors'
efforts to defend the remaining claims are similarly devoid of
merit. With respect to each of the Civil Conspiracy, Aiding and
Abetting Fraudulent Transfer, Breach of Fiduciary Duty as a
Promoter, and Unjust Enrichment claims, the Debtors' Opposition
largely ignores the arguments set forth in the Motion. Instead,
the Debtors try to overcome the deficiencies in their claims by
directing the Court to irrelevant case law and portions of the
Complaint that are insufficient. Anadarko and Kerr-McGee further
assert that the Debtors also impermissibly seek to oppose the
Motion by relying on claims never pled in the Complaint like
"aiding and abetting unjust enrichment." Finally, the Debtors'
Bankruptcy Code claims fail because they are premature,
unsupported by authority, and not adequately pled, Anadarko and
Kerr-McGee argue.
Lydia Protopapas, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, says that as demonstrated in the Motion, the
Debtors' constructive fraudulent transfer claims also fail to
satisfy Rule 8(a) of the Federal Rules of Bankruptcy Procedure
and must be dismissed because they fail to reasonably identify
the transfers and obligations at issue and rely on allegations
that are either wholly conclusory or flatly contradicted by
properly cited documents.
Debtors Ask Court to Stay the Motion to Dismiss
the Government's Complaint in Intervention
In a separate filing, the Debtors ask the Court to deny Anadarko
and Kerr-McGee's motion to dismiss the United States of America's
Complaint in Intervention to the extent it seeks dismissal on the
ground that the U.S. Government lacks standing to bring the
fraudulent transfer claims it asserts under the Federal Debt
Collection Procedures Act.
The Debtors' counsel are in negotiations with the Government and
other creditors to reach a global settlement on the allocation of
recoveries for the Debtors' estates, including the allocation of
proceeds from the Adversary Proceeding, Mr. Zott tells the
Court. That agreement will moot the dispute over ownership of
the FDCPA Fraudulent Transfer Claims.
The U.S. Government filed a statement supporting the Debtors'
motion.
Anadarko and Kerr-McGee, however, assert that the Debtors have no
legitimate basis to seek to abridge Anadarko and Kerr-McGee's
rights to fully and properly defend themselves against
substantial fraudulent transfer claims on any and all grounds.
Particularly in light of the fact that Anadarko and Kerr-McGee
previously raised their concerns regarding the U.S. Government's
ability to prosecute its fraudulent transfer claims in connection
with the Intervention Stipulation and were expressly assured that
the issue would not be impacted by the stipulation, the Debtors
should not now be permitted to rely on the stipulation to prevent
the issue from being decided by the Court.
Additionally, Anadarko and Kerr-McGee argue, disregarding the
threshold determination of subject matter jurisdiction by
allowing the U.S. Government to continue to litigate fraudulent
transfer claims that well-established law confirms belong solely
to the Debtor's estate would create a dangerous precedent.
According to Anadarko and Kerr-McGee, there is nothing in the
Bankruptcy Code, the Federal Rules of Civil Procedure, or the
case law that supports the Debtors' attempt to delay the Court's
consideration of its own subject matter jurisdiction.
Anadarko and Kerr-McGee wrote a letter to the Court, on
September 30, 2009, in regard to the September 25, 2009 proposed
order the Debtors' submitted with respect to the Motion to Stay
Anadarko and Kerr-McGee' Motion to Dismiss the U.S. Government's
Complaint in Intervention. According to Anadarko and Kerr-McGee,
the Debtors proposed order stays only consideration of Anadarko
and Kerr-McGee's motion to dismiss the FDCPA Claims, but does not
stay the U.S. Government's action as a whole.
Anadarko and Kerr-McGee believe this result is inconsistent with
the Court's ruling at its September 16, 2009 hearing on the
Motion to Stay where the Court stated that it was staying both
Defendants' motion to dismiss the Government's FDCPA Claims and
the litigation of the Government's FDCPA Claims. To avoid
further litigation on the issue, Anadarko and Kerr-McGee have
elected to not submit a competing order.
* * *
The Court has granted the Debtors' motion to stay Anadarko and
Kerr-McGee's motion to dismiss the U.S. Government's Complaint in
Intervention.
All proceedings with respect to the Anadarko and Kerr-McGee's
Motion are stayed pending further order of the Court.
The Order is without prejudice to the Anadarko and Kerr-McGee's
rights to seek to modify, amend, or terminate the stay after the
Court has adjudicated the Motion to Dismiss the Debtors'
Adversary Complaint.
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: Huntsman-Led Auction for Key Assets in December
-----------------------------------------------------------
Tronox Incorporated has entered into a "stalking horse" asset and
equity purchase agreement with Huntsman Pigments LLC, Huntsman
Australia R&D Company Pty Ltd. and Huntsman Corporation, under
which Tronox will sell substantially all of its assets relating to
its titanium dioxide and electrolytics business for $415 million,
absent higher and better bids for those assets.
The Bankruptcy Court has approved the Bidding Procedures governing
all bids, bid proceedings and auction relating to the sale of
their assets and the buyer's assumption of certain liabilities.
The Court sets these bidding and auction dates:
Dec. 1, 2009 at 4:00 p.m. (ET) - Sale Objection Deadline
Dec. 1, 2009 at 5:00 p.m. (ET) - Bid Deadline
Dec. 8, 2009 at 10:00 a.m. (ET) - Auction Date
Dec. 10, 2009 at 11:00 a.m. (ET) - Sale Hearing
The Court notes that the Auction may be adjourned or cancelled by
the Debtors in the exercise of their reasonable business
judgment, subject to the rights of Huntsman Pigments LLC and
Huntsman Australia R&D Company Pty Ltd, under the Asset and
Equity Purchase Agreement dated as of August 28, 2009, and to
further Court order. Reasonable notice of the time and place for
any resumption of the Auction will be given to all Qualified
Bidders, including Huntsman. If no timely, conforming Qualified
Bids other than the AEPA are submitted by the Bid Deadline, the
Auction will be deemed cancelled, the AEPA will be deemed the
Successful Bid and, subject to the Debtors' termination rights
under the AEPA, the Debtors will immediately seek authority to
consummate the transactions contemplated by the AEPA with
Huntsman.
The Break-up Fee, Expense Reimbursement and other bid protections
as set forth in the AEPA are approved, and any objections to the
bid protections that were not consensually resolved at or before
the Hearing are overruled. Tronox is authorized and directed to
pay any and all amounts owing to Huntsman in accordance with the
terms of the AEPA, including the Break-up Fee and Expense
Reimbursement, without further order of the Court.
If Huntsman becomes entitled to payment from the Debtors under
the AEPA as modified in the Order, among other things, the Break-
up Fee or the Expense Reimbursement, then Huntsman will be
granted an allowed superpriority administrative claim in the
Debtors' Chapter 11 cases in an amount equal to the amounts,
under Sections 503(b) and 507(a)(2) of the Bankruptcy Code and,
if applicable, the Break-up Fee and Expense Reimbursement will be
paid upon consummation, and from the proceeds, of the transaction
with a purchaser other than Huntsman.
The Court also approves these Assumption and Assignment
Procedures which will govern the assumption and assignment of
Assumed Contracts in connection with the Sale of the Acquired
Assets to Huntsman:
(a) Initial Contract Designations. The Debtors will file with
the Court and will serve on each non-debtor counterparty
to an executory contract or unexpired lease with any of
the Sale Debtors that the Sale Debtors intend to assume
and assign to Huntsman, a notice of assumption and
assignment of executory contracts and unexpired leases.
(b) Information in Assumption Notice. For each Assumed
Contract, on the Contract Assumption Notice, the Debtors
will either (i) indicate the proposed Cure Amounts
relating to the Assumed Contract or (ii) provide an
amount representing the proposed Cure Amounts for multiple
Assumed Contracts with the same Non-Debtor Counterparty,
subject, upon request, to providing greater detail to a
Non-Debtor Counterparty to identify on a contract-by-
contract basis the proposed applicable Cure Amounts to the
extent reasonably available.
(c) Additional Contract Assumption Designations. In
accordance with Section 5(j) of the AEPA, Huntsman may
designate, up to the Assumption Designation Deadline,
additional executory contracts and unexpired leases as
agreements to be assumed by the Sale Debtors and assigned
to Huntsman pursuant to the AEPA. The "Assumption
Designation Deadline" means the earlier to occur of (i)
March 31, 2010 or (ii) the Closing or (iii) Confirmation
of a Plan of Reorganization.
(d) Contract Removal Designations. In accordance with Section
5(j) of the AEPA, Huntsman may remove executory contracts
and unexpired leases as agreements to be assumed by the
Sale Debtors and assigned to Huntsman pursuant to the AEPA
until the later to occur of (i) the Closing or (ii) three
Business Days following entry of a Final Order determining
all Cure Amounts and adequate assurance required for the
contract.
(e) Section 365 Objections. Objections, if any, to the
proposed Cure Amounts, or to the proposed assumption and
assignment of the Assumed Contracts, including objections
related to adequate assurance of future performance or
objections relating to whether applicable law excuses the
Non-Debtor Counterparty from accepting performance by, or
rendering performance to, Huntsman for purposes of Section
365(c)(1) of the Bankruptcy Code, must (a) be in writing;
(b) state with specificity the nature of the objection and
the alleged Cure Amounts; (c) comply with the Federal
Rules of Bankruptcy Procedure and the Local Bankruptcy
Rules of the Court, and (d) be filed with the Court and
served on certain Key Parties so as to be received no
later than (i) December 1, 2009 for the Initial Assumed
Contracts or (ii) 10 days after service of a Contract
Assumption Notice for the Additional Assumed Contracts.
If a party other than Huntsman is the Successful Bidder at
the Auction, all Non-Debtor Counterparties who have
previously received a Contract Assumption Notice will have
10 days after the Auction to file objections related to
adequate assurance of future performance or objections
relating to whether applicable law excuses the Non-Debtor
Counterparty from accepting performance by, or rendering
performance to, the Successful Bidder for purposes of
Section 365(c)(1).
(f) Section 365 Hearing. If any of the Sale Debtors, the Non-
Debtor Counterparty or Huntsman determines that the
objection cannot be resolved without judicial
intervention, then the determination of the assumption and
assignment of the Assumed Contract or the Cure Amounts
will be determined by the Court at the Sale Hearing or an
omnibus hearing. In no event will the pendency of any
Section 365 Objection delay the Closing of the Sale.
(g) Consent to Assumption and Assignment. Any Non-Debtor
Counterparty to an Assumed Contract who fails to file a
timely Section 365 Objection is deemed to have consented
to (i) the Cure Amounts, (ii) the assumption and
assignment of the Assumed Contract, (iii) the related
relief requested in the Sale Motion and (iv) the Sale.
The party will be forever barred and estopped from
objecting to the Cure Amounts, the assumption and
assignment of the Assumed Contract, adequate assurance of
future performance, the relief requested in the Sale
Motion.
Erin Ostenson, advertising clerk of the publisher of The Wall
Street Journal, discloses with the Court that The Wall Street
Journal has published the Debtors' Notice of the Sale Motion on
September 30, 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)
TRONOX INC: Proposes Severance Program for Savannah Union
---------------------------------------------------------
Tronox Inc. and its units seek the Court's authority to implement
a severance plan for Tronox Pigments (Savannah) Inc.'s collective
bargaining unit employees in connection with idling of the
Savannah facility, a non-insider severance program.
In June 2009, the Court approved the Debtors' Motion to implement
a Non-Insider Severance Program. However, the Tronox Severance
Program did not include employees covered by a collective
bargaining agreement.
As previously reported, the Debtors executed a stalking horse
asset and equity purchase agreement to sell substantially all of
its operating assets to Huntsman Pigments LLC and Huntsman
Australia R&D Company Pty Ltd, for $415 million.
However, the "acquired assets" under the AEPA do not include the
Savannah facility, but do include certain of the Savannah
Facility's production equipment. The Debtors employed
approximately 95 people at the Savannah Facility. These
employees included hourly and salaried personnel as well as a
number of unionized employees.
The Debtors have decided to bring the Savannah Facility to a
"cold idle" condition and terminate its employees at the facility
to minimize expenses while the Debtors evaluate options for
monetizing this asset. Cold idle is a temporary shutdown
condition that entails fully shutting down the titanium dioxide
production operations at the facility, cleaning systems and
clearing all lines of potentially corrosive material.
The Debtors believe that taking the plant to cold idle allows the
Savannah Facility to retain its permits, maintain operational
capability and avoid triggering regulatory requirements
associated with closure of the plant while reducing costs.
As part of the idling process, the Debtors entered into "effects
bargaining" with the representatives of the collective bargaining
unit as required by regulations of the National Labor Relations
Board and negotiated the severance program for which the Debtors
now seek Court approval. The negotiations resulted in a
severance program targeted at 44 unionized, non-insider, hourly
employees at the Savannah Facility. The aggregate cost of the
Savannah Severance Program is anticipated to be $230,000.
The Savannah Severance Program consists of these components:
(a) Eligibility: Benefits will be provided only to those
approximately 40 employees of the Debtors who (i) are
active employees affected by the closure of the Savannah
Facility, (ii) are unionized and (iii) complete their job
assignment through their established separation date.
Employees who voluntarily separate from employment in
advance of their release date or are terminated for cause
are not eligible for severance pay under the Savannah
Severance Program.
(b) Severance Pay: An Eligible Employee will receive a one-
time lump-sum payment equal to the product of (i) 40 hours
of pay at the Eligible Employee's base hourly wage rate,
exclusive of overtime, multiplied by (ii) the number of
years of service, rounded to the next highest years;
provided, however, the total payment may not exceed six
weeks of pay, calculated that one week of pay is
equivalent to the Eligible Employee's base hourly wage
rate times 40 hours.
(c) Release: Severance pay is contingent on the terminated
Eligible Employee's execution of a general release and
waiver of all claims against the Debtors within 45 days of
the Eligible Employee's termination date.
(d) Benefits Continuation: Eligible Employees remain eligible
to continue group health care coverage under COBRA.
(e) No Recall Rights: Notwithstanding anything to the
contrary in the CBA, any terminated Eligible Employees
that receive the severance package will forfeit their
recall rights.
Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells the Court that these Union employees are critical
to the safe, timely, and environmentally responsible transition
of the Savannah TiO2 Facility to a cold idle condition. Mr. Nash
asserts that implementing the program will effectively and
appropriately motivate the Eligible Employees to focus on the
task of idling the Savannah TiO2 Facility in a timely, safe, and
environmentally responsible manner, thus positioning the Debtors
to minimize the cost and maximize the value of the asset.
Moreover, the Savannah Severance Plan has the added benefit of
providing for a release of all claims against the Debtors and
forfeiture of the employees' recall rights, Mr. Nash says.
* * *
The Court will convene a hearing to consider the Motion on
October 27, 2009 at 10:00 a.m. (Eastern Time). Objections are
due on October 22, 2009 at 4:00 p.m. (Eastern Time).
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)
TRUE TEMPER: Court to Confirm Chapter 11 Plan on November 18
------------------------------------------------------------
The Hon. Honorable Peter J. Walsh of the U.S. Bankruptcy Court
for the District of Delaware set Nov. 18, 2009, at 1:30 p.m., to
consider the adequacy of the disclosure statement and confirm the
prepackaged Chapter 11 plan of True Temper Sports Inc. and its
debtor-affiliates. Objections, if any, are due Nov. 12, 2009.
According to the disclosure statement, the prepackaged plan
provides for, among other things:
* the Plan Investor to invest $70 million in New TT Holdings,
which will be used to fund distributions under the
prepackaged plan, and in exchange, the plan investor will
receive 10,000,000 shares of the new common stock issued by
New IT Holdings;
* distributions to holders of Class 2 claims of their pro rata
share of $70 million in cash and with respect to the
remaining amount of their allowed claims, their pro rata
share of the obligations under the new term loan;
* distributions to holders of Class 3 claims of their pro rata
share of second lien lender new common stock representing
11.3924% of the new common stock to be issued under the plan
and up to $3 million, but not less than $500,000, in cash to
be distributed from cash collateral existing on the petition
date;
* each accepting holder of Class 3 claims to contribute 100% of
its cash distribution on account of its allowed claim for
deposit into a trade account for distribution to allowed
trade unsecured claims;
* no distributions to holders of Class 6 senior subordinated
notes claims and general unsecured claims;
* each holder of an allowed other priority claim to be paid in
full in cash;
* each holder of an allowed other secured claim to have its
claim reinstated on the effective date;
* all intercompany claims to be reinstated to the extent
determined appropriate by the Debtors or Reorganized Debtors
or adjusted, continued, or capitalized, either directly or
indirectly, in whole or in part;
* the old equity interests in TTC and True Temper to
be cancelled; and
* the old equity interests in TTS-PRC to be Reinstated to the
extent determined to be appropriate by the Debtors or
Reorganized Debtors.
The Troubled Company Reporter said on Oct. 9, 2009, the Debtors
said that secured lenders, bondholders and shareholders agreed on
the prepackaged plan that would reduce funded debt by 80%, from
$275 million to less than $40 million. The plan support agreement
requires True Temper to emerge from bankruptcy by December 15.
Debt holders and stockholders are injecting $70 million cash that
will be used pay down first-lien debt totaling $105.6 million.
The remainder of the first-lien debt will be converted into a new
term loan under the plan.
The $45 million in second-lien debt is to have 11.4% of the new
stock. Most of the remainder goes to the investors. While trade
suppliers are to be paid in full, other unsecured creditors are to
receive nothing. The holders of $125 million in subordinated debt
are to receive nothing on account of the debt. The investors
providing $70 million financing for the plan hold 45.5% of the
subordinated debt.
The Debtors have approximately $275 million of indebtedness under
the first lien credit facility, second lien credit facility, and
the senior subordinated notes. According to Jason A. Jenne, vice
president and CFO of True Temper, a series of recent and
unforeseen events severely impacted the Debtors' ability to
continue servicing their substantial indebtedness and ultimately
led to the Debtors' decision to seek to restructure through a
prepackaged chapter 11 plan of reorganization. Those events
include: (a) the deep recession in the United States (and
international) economy, (b) the resulting deterioration in the
Debtors' financial performance in 2009, and (c) the Debtors'
defaults under the first lien credit facility, second lien credit
facility, and the senior subordinated notes
A full-text copy of the Chapter 11 prepackaged plan is available
for free at http://bankrupt.com/misc/TrueTemper_PrepackPlan.pdf
A full-text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/TrueTemper_PrepackDS.pdf
About True Temper
True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world. True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.
As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.
True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446). Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort. Logan & Company serves as claims and notice
agent. Bankruptcy Judge Peter J. Walsh handles the case.
TRUE TEMPER: Wants to Access $10-Mil. of DIP Loans from GE Capital
------------------------------------------------------------------
True Temper Sports Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
access $10 million in postpetition financing under the senior
secured superpriority debtor-in-possession credit agreement with a
group of financial institution including General Electric Capital
Corporation as administrative agent; Credit Suisse Cayman Islands
Branch as term agent; and GE Capital Markets Inc. as sole
bookrunner and lead arranger.
The Debtors also ask the Court for permission to use cash
collateral of their prepetition lenders.
A hearing is set for Oct. 30, 2009, at 09:30 a.m., to consider the
Debtors' request. Objections, if any, are due Oct. 23, 2009.
Terms and Conditions of the DIP Facilities
Types of Facilities: A postpetition revolving credit facility with
a total commitment of up to $10 million,
inclusive of a letter of credit sub-facility
in the amount of $5 million. A debtor-in-
possession term loan that constitutes a
roll-up of up to $80 million in certain
outstanding obligations under the Prepetition
First Lien Credit Facility on a ratable
basis.
Borrower: True Temper Sports, Inc.
Guarantors: True Temper Corporation and True Temper
Sports PRC Holdings, Inc.
Commitment and
Availability: A maximum total commitment of up to $10
million, inclusive of a letter of credit sub-
facility in the amount of $5 million, of
which $6 million will be available during the
interim period under the Revolving DIP
Facility.
Term: The DIP facilities shall terminate at the
earlier of (i) 180 days after the closing
date of the DIP Facilities or (ii) the
effective date of the Prepackaged Plan, at
which earlier date the DIP Facilities will be
due and payable.
Interest Rate: Interest will accrue on outstanding
obligations under the DIP Revolving Credit
Facility at a rate equal to LIBOR for
interest periods of 1, 2, or 3 months plus
8.00% per annum. Interest will accrue
on outstanding obligations under the Roll-Up
DIP Loans at a rate equal to the Alternate
Base Rate 5 plus 4.25% per annum. Interest
will be payable monthly in arrears.
Default Interest: Upon the occurrence and during the
continuance of any event of default, interest
shall accrue on the outstanding amount of the
obligations and will be payable on demand at
2% above the then applicable rate.
Proceeds for the facility will be used for (i) transaction costs;
fees and expenses which are incurred in connection with the DIP
Revolving Credit Facility; (ii) for working capital and other
general corporate purposes; and (iii) the costs of administration
of the chapter 11 cases.
A full-text copy of the debtor-in-possession agreement is
available for free at http://ResearchArchives.com/t/s?46d5
About True Temper
True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world. True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.
As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.
True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446). Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort. Logan & Company serves as claims and notice
agent. Bankruptcy Judge Peter J. Walsh handles the case.
TRUE TEMPER: Missed Payment Cues S&P to Downgrade Rating to 'D'
---------------------------------------------------------------
Standard & Poor Ratings Services said that it withdrew its ratings
on Memphis, Tennessee-based True Temper Sports Inc. S&P lowered
the corporate credit rating to 'D' on March 18, 2009, after the
company missed its $20 million principal payment on its secured
debt and an interest payment on its subordinated notes.
"The rating actions follow the company's pre-packaged Chapter 11
bankruptcy court filing on Oct. 8, 2009, and the company's request
for the ratings to be withdrawn," said Standard & Poor's credit
analyst Jayne M. Ross. The company expects to emerge from
bankruptcy within 45 to 60 days.
TRUE TEMPER: Moody's Cuts Probability of Default Rating to 'D'
--------------------------------------------------------------
Moody's Investors Service downgraded the probability-of-default
rating of True Temper Sports, Inc., to D from Ca/LD. Moody's also
affirmed the Ca rating on the corporate family rating, the B3
rating on the senior secured term loan, and the C rating on the
senior subordinated notes. The downgrade of the probability-of-
default rating follows the company's recent Chapter 11 filing.
Subsequent to the actions, Moody's will withdraw all ratings
because the issuer has entered bankruptcy.
This rating was downgraded:
* Probability-of-default rating to D from Ca/LD.
These ratings were affirmed:
* Corporate family rating at Ca;
* $125 million senior subordinated notes due 2011 at C (LGD5,
80%);
* $85 million senior secured term loan B due 2011 at B3 (LGD2,
15%).
The last rating action was on March 20, 2009, when Moody's
downgraded the company's probability-of-default rating to Ca/LD
from Caa2 and the corporate family rating to Ca from Caa2.
Moody's also downgraded the rating on the senior subordinated
notes to C from Caa3 and the rating on the first lien term loan to
B3 from B1.
Headquartered in Memphis, Tennessee, True Temper is the leading
manufacturer of steel golf club shafts.
U.S. DEVELOPMENT LAND: Files Chapter 11 in Phoenix
--------------------------------------------------
According to Bill Rochelle at Bloomberg, U.S. Development Land
LLC, the owner of 565 finished lots mostly in Maricopa County,
Arizona, filed a Chapter 11 petition in Phoenix.
The Company filed for Ch. 11 on Oct. 6, 2009 (Bankr. D. Ariz.
Case No. 09-25015). John J. Hebert, Esq., at Polsinelli Shughart,
P.C., represents the Debtor in its restructuring effort. Assets
range from $10,000,001 to $50,000,000 while debts are between
$50,000,001 and $100,000,000.
U.S. Development Land LLC owns 565 finished lots mostly in
Maricopa County, Arizona. Based in Scottsdale, Arizona, the
Company also owns 36 unfinished lots.
U.S. OIL RECOVERY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: U.S. Oil Recovery LP
400 N. Richey Street
Pasadena, TX 77506
Bankruptcy Case No.: 09-37748
Chapter 11 Petition Date: October 12, 2009
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Letitia Z. Paul
Debtor's Counsel: Richard L. Fuqua II, Esq.
Fuqua & Keim
2777 Allen Parkway, Suite 480
Houston, TX 77019
Tel: (713) 960-0277
Email: fuqua@fuquakeim.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/txsb09-37748.pdf
The petition was signed by Klaus Genssler, president of the
Company.
US AIRWAYS: America West Credit Card Pact With Barclays Amended
---------------------------------------------------------------
US Airways' Executive Vice President, Corporate Stephen L.
Johnson, informed the Securities and Exchange Commission that
on September 21, 2009, US Airways Group, Inc., and Barclays Bank
Delaware entered into Amendment No. 9 to the America West Co-
Branded Credit Card Agreement, dated January 25, 2005, as
amended.
The Agreement provides for, among other things, the pre-purchase
of frequent flyer miles in the aggregate amount of $200 million.
According to Mr. Johnson, Barclays has agreed that it will pre-
purchase additional miles on a monthly basis in an amount equal
to the difference between $200 million and the amount of unused
miles then outstanding, which purchases average approximately
$17 million per month. Among the conditions to this monthly
purchase of miles is a requirement that US Airways maintain an
unrestricted cash balance of at least $1.5 billion. Pursuant to
Amendment No. 9 to the Agreement, Barclays has agreed to
temporarily reduce this requirement to $1.35 billion for the
months of August through October 2009.
About US Airways
US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America. The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide. And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility. For more company information,
visit http://www.usairways.com/
Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.
US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts. In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.
The USAir II bankruptcy plan became effective on September 27,
2005. The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).
* * *
As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'. US Airways Group carries a 'CCC' issuer default rating
from Fitch.
As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.
US AIRWAYS: Enters Into Underwriting Agreement with Citigroup
-------------------------------------------------------------
US Airways Group, Inc., announced on September 22, 2009, the sale
of 26,315,790 shares of its common stock to Citigroup Global
Markets Inc., as underwriter in the public offering of those
shares, par value $0.01 per share, at a price of $4.75 per share.
The Company granted Citi an option to purchase up to an
additional 3,947,369 shares of common stock solely to cover over-
allotments, if any. Completion of the sale was subject to
customary closing conditions, and the sale closed on
September 28, 2009. Citi had exercised its over-allotment option
to purchase an additional 2,700,000 shares on September 25, 2009.
As a result, US Airways:
* received approximately $137.3 million of aggregate combined
net proceeds, after deducting fees and estimated offering
expenses; and
* issued a total of 29,015,790 shares of its common stock
(including the additional shares issued pursuant to the
option exercise).
US Airways intends to use the proceeds from the offering for
general corporate purposes, said US Airways' Executive Vice
President, Corporate Stephen L. Johnson.
The shares were offered and sold under a prospectus supplement
and related prospectus filed with the SEC pursuant to US Airways'
shelf registration statement on Form S-3 (File No. 333-137806).
In connection with the sale, USAir informed the SEC on Sept. 22,
2009, that it has entered into an underwriting agreement with
Citi.
About US Airways
US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America. The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide. And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility. For more company information,
visit http://www.usairways.com/
Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.
US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts. In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.
The USAir II bankruptcy plan became effective on September 27,
2005. The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).
* * *
As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'. US Airways Group carries a 'CCC' issuer default rating
from Fitch.
As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.
US AIRWAYS: Updates Financial & Operational Outlook for 2009
------------------------------------------------------------
US Airways Group, Inc., delivered to the U.S. Securities and
Exchange Commission on October 5, 2009, a report updating its
financial and operational outlook for 2009:
* 2009 Capacity Guidance - For 2009, domestic mainline
capacity will be down eight to ten percent while total
mainline capacity will be down four to six percent.
Express capacity will be down four to six percent.
* Cash - As of June 30, 2009, the Company had approximately
$2.3 billion in total cash and investments, of which
$0.6 billion was restricted. In addition, as of June 30,
2009, the Company's Auction Rate Securities had a book value
of $214 million ($411 million par value). While these
securities are held as investments in non-current
marketable securities on the balance sheet, they are
included in the unrestricted cash calculation. Included
in the Company's restricted cash balance as of June 30,
2009, was $45 million related to letters of credit
collateralizing certain counterparties to the Company's
fuel hedging transactions. In addition, as of June 30,
2009, the Company had $20 million in cash deposits held by
counterparties to its fuel hedging transactions, which are
not included in the total cash balance. During the third
quarter, the Company completed an underwritten public
offering of common stock. The net proceeds from this
transaction, including the exercise of the overallotment
option, after transaction costs, was approximately
$137 million. US Airways anticipates that the ending third
quarter total cash and investments balance will be
approximately $2.0 billion of which approximately
$0.5 billion will be restricted.
* Fuel - US Airways uses costless collars on Heating Oil
Futures as a fuel-hedging vehicle. For 3Q09, the Company
had approximately 8 percent of its consolidated fuel
consumption (11 percent mainline) hedged, and anticipated
paying between $2.04 and $2.09 per gallon of jet fuel
(including taxes and hedges). The weighted average collar
range of the hedges in place is between $3.44 and $3.64
per gallon of heating oil, or between $138 and $147 per
barrel of crude oil. The Company has not entered into any
new hedge contracts since the third quarter, 2008.
* Profit Sharing/CASM - Profit sharing equals 10% of pre-tax
earnings excluding special items up to a 10% pre-tax
margin and 15% above the 10% margin. Profit sharing is
excluded in the CASM guidance given below.
* Cargo/Other Revenue - Cargo/Other Revenue includes: cargo
revenue, ticket change fees, excess/overweight baggage
fees, first and second bag fees, contract services,
simulator rental, airport clubs, Materials Services
Company (MSC), and inflight service revenues. The
Company's a la carte revenue initiatives are expected to
generate in excess of $400 million in revenue in 2009.
* Taxes/NOL - As of December 31, 2008, NOL available for use
by the Company is approximately $1.49 billion. Of this
amount, approximately $1.44 billion is available to reduce
federal taxable income in 2009. In the first six months
of 2009, the Company recognized a tax loss, which
increased Federal NOL available to approximately
$1.89 billion as of June 30, 2009. The Company's net
deferred tax asset, which includes the NOL, is subject to a
full valuation allowance. As a result, in accordance with
SFAS No. 109, "Accounting for Income Taxes," income tax
benefits are not recognized in the Company's statement of
operations. Future utilization of the NOL will result in
a corresponding decrease in the valuation allowance and
offset the Company's tax provision dollar for dollar. As
of June 30, 2009, the Company's federal valuation allowance
is $699 million and the state valuation allowance is
$93 million.
The Company reported a loss in the six months ended June 30,
2009, and did not recognize a tax provision in this period. To
the extent profitable for the full year 2009, the Company will
use NOL to reduce federal and state taxable income. The Company
does not expect to be subject to AMT liability in 2009; however,
it could be obligated to record and pay state income tax related
to certain states where NOL may be limited or not available to be
used.
A full-text copy of the Investor Relations Update is available
for free at http://ResearchArchives.com/t/s?465e
About US Airways
US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America. The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide. And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility. For more company information,
visit http://www.usairways.com/
Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.
US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts. In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.
The USAir II bankruptcy plan became effective on September 27,
2005. The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).
* * *
As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'. US Airways Group carries a 'CCC' issuer default rating
from Fitch.
As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.
UTGR INC: Withdraws Executive Bonus Request
-------------------------------------------
According to Bill Rochelle at Bloomberg News, UTGR Inc. withdrew a
motion it made in early September to pay bonuses for the top eight
officers that could have cost as much as $1.26 million if cash
flow targets were met for 2009. The company reserved the right to
make the bonus request later or in connection with a
reorganization plan.
UTGR prior to its bankruptcy filing reached an agreement on a
restructuring for its racetrack casino with holders of half the
first-lien debt and a "substantial amount" of the second-lien
obligation. The restructuring is dependent on assistance from the
state and action by the Rhode Island legislature. The proposed
plan would reduce debt by $290 million, and would require
$11 million in support for promotion and marketing from the state,
among other things.
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. Donlin Recano has
been tapped as claims and notice agent. In its bankruptcy
petition, the Company estimated assets of less than $500 million
and debt exceeding $500 million.
VIKING DRILLING: Files Plan to Avert Chapter 7 Conversion
---------------------------------------------------------
Viking Drilling ASA and its units, including Offshore (USA) Inc.,
filed a proposed liquidating plan and explanatory disclosure
statement where its three semi-submersible offshore drilling rigs
will be transferred to a liquidating trust for sale after
confirmation, Bill Rochelle at Bloomberg News reported.
The Company has been unable to find buyers for the rigs since
filing under Chapter 11 in February 2008.
The proposed disclosure statement lists the liquidation value of
the three vessels at $2 million to $7 million. The appraiser, RS
Platou, said that two of the rigs may be worth nothing. A
separate appraisal said that miscellaneous equipment purchased for
$19.1 million has an estimated liquidation value of $9.2 million.
The Plan, according to Mr. Rochelle, calls for the liquidation
trust to sell the property and distribute the proceeds in
accordance with priorities under bankruptcy law. The disclosure
statement says that the recovery by first- and second-lien debt
holders will be less than 50 percent. Unsecured creditors won't
see more than 1 percent, according to the disclosure statement.
United States Debt Recovery LLC, a buyer of a $2 million claim,
has filed a motion to convert the bankruptcy case to a liquidation
in Chapter 7.
The conversion motion was pushed back and will be heard together
with the hearing for approval of the disclosure statement on
Nov. 3.
About Viking Drilling
Viking Drilling ASA -- http://www.vikingdrilling.com/-- provides
offshore drilling. Viking Offshore provides controlled services
for each of the rig-owning entities under a managed service
agreement. Viking Offshore currently has five employees at its
offices in Houston. The Viking Drilling Group, comprised of
Viking Drilling ASA and its subsidiaries, owns three out-of-
service bare deck semi-submersibles: SS Viking Producer, SS Viking
Century, and SS Viking Prospector.
Viking Producer, Inc. and Viking Century, Inc. are Liberian
corporations fully owned by Viking Drilling ASA. Viking
Prospector, Inc. is a Marshall Islands corporation and is also
fully owned by Viking Drilling ASA.
In February 2008, Oslo, Norway-based Viking Drilling ASA sent its
U.S. unit to Chapter 11 bankruptcy in the U.S., citing that the
reactivation project of three rigs of SS Viking Producer will
result in a major cost overrun. It explained that completing the
reactivation project would require significant additional
financing requirement.
Viking Offshore (USA) Inc., and its affiliates filed for Chapter
11 protection on February 29, 2008 (Bankr. S.D. Tex. Case No. 08-
3121). John P. Melko, Esq. at Gardere Wynne Sewell, LLP
represents the Debtors. When they filed for protection from their
creditors, the companies listed assets and debts both between
US$100 million to US$500 million.
Debt includes $86 million of bonds sold in September 2006 and a
$60 million second-lien loan from February 2007. Viking also
entered into another second-lien loan in December 2007 for $125
million.
VISTEON CORP: Gets Court Nod to Pay $38MM Capital to Foreign Units
------------------------------------------------------------------
Visteon Corp. obtained the U.S. Bankruptcy Court's authority to
provide capital of approximately with an aggregate value of
approximately $38 million to their foreign affiliates in Argentina
and Poland.
The Debtors tell the Court that prior to the Petition Date, they
would often ensure the liquidity of certain of their foreign
affiliates to make sure those affiliates had adequate funding to
continue operations, maintain minimum liquidity levels, and avoid
potential insolvency triggers. Those measures, according to the
Debtors, included making equity investments in the Foreign
Affiliates and converting intercompany debts into equity.
The Debtors relate that they continue to closely monitor the
financial condition of their Foreign Affiliates since the
Petition Date and have determined that two Foreign Affiliates --
Visteon S.A. (Argentina) and Visteon Poland S.A. (Poland) are in
need of capital contributions for those entities to continue to
provide services to Visteon's global customers.
Visteon Argentina
Visteon S.A. (Argentina) is a foreign affiliate of the Debtors
organized under the laws of Argentina that provides climate and
interiors products to Ford Motor Company. The Debtors note that
Visteon Argentina's operations are crucial to their relationship
with Ford Motor Company and Volkswagen in Argentina and Brazil.
According to the Debtors, due to accumulated losses through 2008
which are greater than Visteon Argentina's corporate capital,
applicable Argentina law may require Visteon Argentina to
initiate an mandatory insolvency proceeding. The Debtors aver
that any proceeding would likely be costly and could result in
the loss of Visteon International Holdings, Inc.'s equity
interest in Visteon Argentina.
The Debtors tell the Court that Visteon Argentina currently owes
approximately $32 million to VIHI in connection with a $27
million intercompany loan. About $5 million in accrued interest
is currently outstanding under the VIHI Loan.
The Debtors have determined that Visteon Argentina will have
sufficient capital to continue its operations if VIHI
recharacterizes the $27 million principal amount of the debt into
equity in Visteon Argentina and forgives the $5 million in
accrued interest that remains outstanding. Under that scenario,
Visteon, as a global enterprise, will be able to continue to meet
the needs of Ford and Volkswagen and will avoid the need to
commence an insolvency proceeding under Argentina law, the
Debtors point out.
Visteon Poland
Visteon Poland S.A. is a foreign affiliate of the Debtors
organized under the laws of Poland that provides interiors
products to Volkswagen. In Visteon Corp. capitalized Visteon
Poland by converting into equity a $30 million intercompany loan
from VIHI to Visteon Poland. Visteon Poland recently finalized
its financial statements for 2008 and has determined that it
needs additional capital to bolster its balance sheets.
The Debtors note that failure to access that capital for Visteon
Poland could damage Visteon's relationship with Volkswagen and
result in a mandatory insolvency proceeding under local law,
which would likely have a damaging effect on Visteon's Chapter 11
estates and could result in personal liability of Visteon
Poland's directors and officers. To remedy this situation,
Visteon Poland has determined to equitize the $6 million in
accrued interest that remains outstanding under the $30 million
intercompany loan that was equitized in 2008.
The Debtors assert that the proposed capitalization will preserve
the value of VIHI's equity in their Foreign Affiliates. The
Debtors maintain that without the capitalization, it is unlikely
that VIHI would be able to recover the entirety of the
outstanding intercompany debt.
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: Wins Nod of Settlement With Carbone Entities
----------------------------------------------------------
Visteon Corp. and its affiliates obtained approval from the
Bankruptcy Court of their settlement with Le Carbone Lorraine,
S.A., Carbone Lorraine North America, Corp., and Carbone of
America Industries, Corp., in an antitrust litigation concerning
carbon brushes styled as Emerson Electric Co. v. Le Carbone
Lorraine, S.A. The Debtors further seek the Court's authority to
file the Carbone Settlement under seal.
On November 4, 2002, the U.S. Department of Justice filed
information against The Morgan Crucible Company plc and its
United States affiliate, Morganite, Inc., in the U.S. District
Court for the Eastern District of Pennsylvania, alleging illegal
behavior in furtherance of a global conspiracy to suppress and
eliminate competition by fixing the prices of Electrical Carbon
Products. Both companies pled guilty to the charges and paid
fines of $1 million to $10 million.
Subsequently, on December 3, 2003, the European Commission
adopted a decision and assessed fines, totaling EUR101,440,000,
against Carbone and its co-conspirators for their participation
in the international Electric Carbon Products price-fixing
conspiracy. On July 16, 2004, Morgan Crucible and its Canadian
affiliate, Morganite Canada Corporation, pled guilty and paid
fines of C$550,000 and C$450,000 for their roles in implementing
the Electrical Carbon Products price-fixing conspiracy in Canada.
After the announcement of the Electric Carbon Products price-
fixing investigations in the United States, the European Union,
and Canada, a number of private antitrust class actions were
filed in courts throughout the United States against Carbone and
its co-conspirators. Between August 11, 2004, and February 25,
2005, the class plaintiffs entered into settlement agreements
with each of the co-conspirators. Carbone offered $6 million to
the class to settle the litigation. Visteon Corp. was a member
of the settlement class.
On August 19, 2005, Visteon Corp. and 13 other similarly situated
companies, believing that they might be able to obtain a greater
recovery than as a member of the class by filing a separate
lawsuit, requested exclusion from the settlement class. On
September 23, 2005, Visteon and the other plaintiffs filed a
complaint against Carbone and other co-conspirator defendants in
the U.S. District Court for the Eastern District of Michigan.
In June 2009, after concluding fact discovery and entering the
expert discovery phase, the Plaintiffs and Carbone engaged in
formal mediation. After intense arm's-length negotiations under
the supervision of a mediator, Visteon and Carbone reached
agreement on the terms of a resolution. Thereafter, Visteon and
Carbone negotiated the details and documentation to memorialize
their settlement. Visteon entered into a settlement agreement
and release with Carbone on September 1, 2009.
Among others, the Carbone Settlement provides that Visteon:
(a) will dismiss its Action against Carbone with prejudice and
without costs; and
(b) will release and discharge Carbone from all non-Foreign
Claims arising from the Electrical Carbon Products price-
fixing conspiracy for purchases from 1988 through 2001.
In return, Visteon will receive net proceeds of approximately
$1.4 million as settlement amount.
The Debtors note that as one of the approximately 200 potential
class members, Visteon's share of the class settlement would have
been very small. The Debtors tell the Court that their recovery
from the Carbone Settlement is significantly more than what it
would have received from the class settlement.
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: Term Lenders Agent Want Probe Limited to ABL Lenders
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Visteon Corp. is
asking the Court to vest it with authority to commence those
causes of action on behalf of the Debtors' estates.
The Committee tells the Court that based on its investigation, it
appears that certain bona fide, colorable estate causes of action
do exist to avoid certain of the alleged liens of the Prepetition
ABL Secured Parties pursuant to Sections 544 and 552 of the
Bankruptcy Code. The Committee notes that because the Debtors
have stipulated and agreed under the ABL Cash Collateral Order
that the liens granted in favor of the lenders and agent under
their prepetition ABL credit facility are valid, binding,
perfected and enforceable first priority liens, the Debtors appear
to be precluded from prosecuting estate causes of action against
the Prepetition ABL Secured Parties for the avoidance of those
liens.
Wilmington Trust FSB, as administrative agent under the Debtors'
senior secured loan term facility, asserts that it is presently
unclear whether any of the avoidance actions and claims the
Committee seeks authority to prosecute could implicate or affect
the Prepetition Term Agent's right to the Common Collateral.
According to Wilmington Trust, absent more specific information
necessary to provide a clearer understanding of the asserted
basis for a particular Avoidance Action, Claim, or Defense, the
Committee's request for blanket authority to prosecute avoidance
actions, claims and defenses is premature and overbroad.
Accordingly, Wilmington Trust asks the Court to either:
(a) deny the Committee's request without prejudice to the
Court's consideration of the Committee's standing in the
context of a particular Avoidance Action, Claim, or
Defense; or
(b) make clear that any order granting the relief sought that
the order is without prejudice to Wilmington Trust's right
to defend or protect its interests with respect to any
lien sought to be avoided or challenged by the Committee.
Wilmington Trust reserves all rights to object in the future to
(i) any Avoidance Action, Claim, Defense, or other challenge
brought by the Committee to the extent that the Avoidance Action,
Claim, Defense, or other challenge implicates or could affect any
rights of Wilmington Trust and Prepetition Term Lenders; and (ii)
to the extent the rights of the Prepetition Term Agent or
Prepetition Term Lenders are implicated or could be affected, the
Committee's right to prosecute that Avoidance Action, Claim,
Defense, or other challenge on behalf of the Debtors' estates.
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 R GRACE: FCR Proposes Lincoln as Financial Advisor
----------------------------------------------------
David T. Austern, the Court-appointed legal representative for
future asbestos personal injury claimants in the Chapter 11 cases,
seeks the Court's authority to retain Lincoln Partners Advisors
LLC as his financial advisor, effective September 1, 2009.
In September 2004, the Court authorized Mr. Austern to retain, as
financial advisor, Joseph J. Radecki, Jr., then employed by CIBC
World Markets. Mr. Radecki and his team resigned from CIBC and
joined Piper Jaffrey & Co, which Mr. Austern retained in May 2006.
In March 2008, Mr. Radecki began rendering financial advisory
services to the FCR through Tre Angeli LLC, of which he was the
sole member and employee, pursuant to separate retention
agreements. Mr. Radecki joined Lincoln Partners as a Managing
Director, effective as of September 1, 2009.
Given Mr. Radecki's familiarity with the Debtors' cases, and with
the concerns and issues important to the FCR and to the Asbestos
PI Claimants who may assert claims or demands in the future,
Mr. Austern intends to continue to receive Mr. Radecki's services
through Lincoln Partners effective as of September 1, 2009.
John C. Phillips. Jr., Esq., at Phillips, Goldman & Spence, P.A.,
in Wilmington, Delaware, as counsel to Mr. Austern, relates that
contemporaneously with the Application, the FCR is terminating, by
consent, the engagements of (i) Tre Angeli, effective as of August
31, 2009, and (ii) Piper Jaffrey, effective as of October 31,
2009.
As financial advisor, Lincoln will:
(a) assist the FCR in analyzing and reviewing the acts,
conduct, assets, liabilities and financial condition of
the Debtors;
(b) advise the FCR with respect to a proposed restructuring of
the Debtors and implementation of a trust as contemplated
under Section 524(g) of the Bankruptcy Code, including
analyzing, negotiating and effecting a plan of
reorganization or recapitalization for the Debtors, and,
to the extent necessary, performing valuation analyses on
the Debtors and their assets;
(c) evaluate the financial effect of the implementation of any
plan of reorganization upon the assets or securities of
the Debtors; and
(d) any other tasks as mutually agreed upon by Lincoln and the
FCR.
Pursuant to a Retention Agreement between Lincoln and the FCR,
Lincoln will receive cash fee of up to $50,000 per month for
September and October 2009. Following the termination of the
FCR's engagement with Piper, Lincoln may receive up to $75,000 a
month thereafter, payable monthly in arrears.
In addition, Lincoln will be reimbursed for reasonable out-of-
pocket expenses. The FCR expects Lincoln to coordinate their work
with the FCR's other professionals to avoid any duplication of
effort or expenses.
Mr. Radecki ascertains that Lincoln does not represent any other
entity having an adverse interest in connection with these cases,
and that the firm is a "disinterested person" disinterested person
as the term is defined in Section 101(14).
About W.R. Grace
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.
The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims. The Plan confirmation hearing is
scheduled to continue on October 13 and 14.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
W R GRACE: No Objections to Aetna Settlement Agreement
------------------------------------------------------
W.R. Grace & Co., Inc. informed the Court and parties-in-interest
that they received no material objections to their request to
approve an amended and restated settlement agreement with The
Aetna Casualty and Surety Company, now known as Travelers Casualty
and Surety Company.
The Settlement Agreement purports to resolve certain rights and
obligations issues relating to certain policies of insurance
issued to W.R. Grace & Co. and W.R. Grace & Co.-Conn., by
Travelers, with respect to coverage for asbestos-related claims
for which the Debtors seek coverage.
However, David C. Bernick, Esq., at Kirkland & Ellis LLP, in New
York, relates, the Debtors addressed a concern raised by a certain
party regarding a provision in the proposed Settlement Agreement.
Accordingly, the Settlement Agreement was amended to provide that
if there is an Event of Default under the Deferred Payment
Agreement for Class 7 A Property Damage Claims, Travelers' rights
under the Amended Agreement will be equivalent to those of other
holders of Indirect PD Trust Claims under the First Amended Joint
Plan of Reorganization.
About W.R. Grace
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.
The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims. The Plan confirmation hearing is
scheduled to continue on October 13 and 14.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
W R GRACE: Two Deals Settling Asbestos Property Damage Claims
-------------------------------------------------------------
W.R. Grace & Co. Inc. and its units submitted to the Court amended
copies of the separate agreements they reached with Main Plaza,
LLC and KARK-TV, Inc., to settle their claims asserting property
damage allegedly caused by W.R. Grace & Co.'s manufacture, use or
sale of asbestos-containing products.
According to David C. Bernick, Esq., at Kirkland & Ellis LLP, in
New York, the Settlements, pursuant to Rule 9019 of the Federal
Rules of Bankruptcy Procedure, are amended to:
* correct Main Plaza's Claim from Claim No. 1109 to Claim No.
11009, which asserts $6,137,362; and
* reflect that Claim Nos. 9912 and 9913 for $809,844 are
asserted by KARK-TV, Inc., et al.
The Debtors ask the Court to approve the Amended Settlement
Agreements and allow the PD Claims in the Debtors' cases.
About W.R. Grace
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.
The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims. The Plan confirmation hearing is
scheduled to continue on October 13 and 14.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
WESTMORELAND COAL: Obtains Covenant Waiver from PNC, Noteholders
----------------------------------------------------------------
Effective October 7, 2009, Westmoreland Mining LLC, a subsidiary
of Westmoreland Coal Company, entered into a Waiver and Consent
with the institutional investors who own notes pursuant to WML's
$125.0 million 8.02% Senior Guaranteed Secured Note Purchase
Agreement.
In addition, effective the same date, WML entered into a Waiver
and Consent with PNC Bank, National Association, who is a party to
the Revolving Credit Agreement dated June 26, 2008.
The Company has advised the Noteholders and PNC, in its capacity
as agent, that, as a result of the unexpected outage and
subsequent shutdown of the Colstrip Unit 4 power plant and for
other reasons set forth in the Waiver and Amendment Request, dated
August 25, 2009 -- delivered to the Noteholders and to the Agent -
- the Company has failed to comply, as of the end of its fiscal
quarter ended June 30, 2009, and will fail to comply as of the end
of each of its three fiscal quarters ending September 30, 2009,
December 31, 2009, and March 31, 2010, respectively, with Section
8.2.18 of the Credit Agreement, pursuant to which the Company
covenants that it will not permit the ratio of Consolidated Net
Indebtedness of the Company and its Subsidiaries to Consolidated
EBITDA, calculated as of the end of each such Affected Quarter, to
exceed 3.00 to 1.00.
The Leverage Ratio Waivers waive, subject to certain conditions,
any potential defaults or actual events of default consisting of
or resulting from WML's failure (or, as the case may be,
anticipated failure) to comply with the leverage ratio covenant
contained in the Note Purchase Agreement and the Revolving Credit
Agreement.
The Leverage Ratio Waivers waive existing and future leverage
ratio covenant defaults through and including the first quarter of
2010 assuming WML meets certain conditions, including meeting the
adjusted leverage ratio covenants for each quarter and having the
Colstrip Unit 4 power plant come back on-line by November 30,
2009. Upon the execution of the Leverage Ratio Waivers, WML is
again able to access funds under the $25.0 million revolving line
of credit.
As consideration for entry into the Leverage Ratio Waivers, WML
will pay to PNC Bank a fee equal to 0.25% of its commitment under
the Revolving Credit Agreement and pay to each noteholder a fee
equal to 0.25% of the outstanding principal balance of each note
held by such noteholder as of October 7, 2009.
The Noteholders are:
* Teachers Insurance and Annuity Association of America
* Principal Life Insurance Company
* New York Life Insurance and Annuity Corporation
* Genworth Life and Annuity Insurance Company
* Nationwide Mutual Fire Insurance Company
* Nationwide Life And Annuity Insurance Company
* Nationwide Life Insurance Company
* Genworth Life Insurance Company of New York
* Massachusetts Mutual Life Insurance Company
* C.M. Life Insurance Company
A full-text copy of the Waiver and Consent between Westmoreland
Mining, LLC, Western Energy Company, Dakota Westmoreland
Corporation, Westmoreland Savage Corporation and certain
institutional investors dated October 7, 2009, is available at no
charge at http://ResearchArchives.com/t/s?46d7
A full-text copy of the Waiver and Consent between Westmoreland
Mining, LLC, Western Energy Company, Dakota Westmoreland
Corporation, Westmoreland Savage Corporation and PNC Bank,
National Association dated October 7, 2009, is available at no
charge at http://ResearchArchives.com/t/s?46d8
About Westmoreland Coal
Westmoreland Coal Company (NYSE Amex:WLB) --
http://www.westmoreland.com/-- is the oldest independent coal
company in the United States. The Company's coal operations
include coal mining in the Powder River Basin in Montana and
lignite mining operations in Montana, North Dakota and Texas. Its
power operations include ownership of the two-unit ROVA coal-fired
power plant in North Carolina.
As of June 30, 2009, the Company had $793.36 billion in total
assets and $1.018 billion in total liabilities, resulting in
$221.74 million in Westmoreland Coal Company shareholders'
deficit.
Going Concern Opinion
The Company has suffered recurring losses from operations, has a
working capital deficit and a net capital deficiency that raise
substantial doubt about the ability of the Company to continue as
a going concern.
WINN-DIXIE: Dist. Ct. Rejects Lessor's Amended Claims
-----------------------------------------------------
WestLaw reports that amended proofs of claim that lessors
belatedly sought to file for tens of thousands of dollars in
unpaid rent, after a bankruptcy court had reduced their original
claims for unpaid common area maintenance expenses, real estate
taxes and insurance and after the debtors' proposed Chapter 11
plan was confirmed, had to be disallowed as barred by the res
judicata effect of the confirmed plan, which provided that the
lessors would receive a distribution of stock in the reorganized
debtor in full satisfaction of their claims. While there was no
evidence that allowing the lessors to amend their claims to
dramatically increase the amount thereof based on this previously
unclaimed rent would affect the feasibility of the confirmed plan,
the information needed to calculate the unpaid rent was at all
times in the lessors' possession, and they offered no compelling
reason for their delay. In re Winn-Dixie Stores, Inc., --- B.R. -
---, 2009 WL 980798 (M.D. Fla.).
This decision by the Honorable Howell W. Melton affirms the
Honorable Jerry A. Funk's decision published at 381 B.R. 804.
Based in Jacksonville, Florida, Winn-Dixie Stores Inc. (Nasdaq:
WINN) -- http://www.winn-dixie.com/-- is one of the nation's
largest food retailers. The company operates 527 stores in
Florida, Alabama, Louisiana, Georgia, and Mississippi. The
Company, along with 23 of its U.S. subsidiaries, filed for chapter
11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817
through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts. Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors. Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors. Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.
When the Debtors filed for protection from their creditors, they
listed $2,235,557,000 in total assets and $1,870,785,000 in total
debts. The Honorable Jerry A. Funk confirmed Winn-Dixie's Joint
Plan of Reorganization on Nov. 9, 2006. Winn-Dixie emerged from
bankruptcy on Nov. 21, 2006.
WYNN RESORTS: Fitch Gives Positive Outlook; Affirms 'B+' Rating
---------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for Wynn Resorts,
Ltd., and its subsidiaries to Positive from Stable following the
completion of Wynn's Hong Kong equity issuance, which resulted in
net proceeds of roughly $1.87 billion including a $244 million
over-allotment that was fully exercised. The Positive Outlook
also recognizes an improved operating outlook in Macau following
relaxed travel restrictions that were recently implemented.
In addition, Fitch assigned a 'BB/RR2' rating to Wynn Las Vegas,
LLC's $500 million senior secured first mortgage notes due 2017
and affirmed Wynn's existing ratings:
Wynn Resorts, Ltd.
-- Issuer Default Rating at 'B+'.
Wynn Las Vegas, LLC
-- IDR at 'B+';
-- $900 million senior secured bank credit facility affirmed at
'BB/RR2';
-- $1.6 billion senior secured first mortgage notes due 2014
affirmed at 'BB/RR2'.
Wynn Resorts (Macau), SA
-- IDR at 'B+';
-- $1.5 billion senior secured bank credit facility at
'BB+/RR1'.
While assigning initial ratings to Wynn on Aug. 6, 2009, Fitch
indicated that a Positive Outlook could be supported if the equity
issuance was completed. Wynn had $1.09 billion in cash as of the
end of its second quarter, of which roughly $950-$975 million
would be available excluding cage cash. As a result, pro forma
for the equity issuance including the over-allotment, the company
has roughly $2.8 billion of available cash.
On Sept. 21, 2009, Fitch outlined the implications related to the
Hong Kong IPO and a potential U.S. debt issuance, detailing
considerations related to the flow of funds and tax
considerations. Fitch believes the company will be able to use
present and future deferred tax assets to move cash tax
efficiently, supporting the company's ability to improve the
credit profile of the Las Vegas subsidiary.
In addition, proceeds from the $500 million senior secured FMNs
will be used to repay outstanding Wynn LV LLC bank debt (both term
loan and revolver), which is consistent with Fitch's view noted in
the Sept. 21 comment. The transaction is leverage neutral while
pushing out debt maturities from 2012-2013 to 2017. Credit
facility commitments will be mostly permanently reduced, and there
will be around $120 million of undrawn available commitments on
the revolver following the completion of the transaction.
Macau market gaming revenue rose 3% year-over-year in July 2009
and 17% in August 2009, as the market began to anniversary more
restrictive travel policies. The Macau government became more
restrictive with its visa policies in mid-2008 due largely to a
surge in inflation and strains on the regional infrastructure
after several years of extremely high economic growth driven by
the gaming liberalization earlier in the decade. The restrictive
travel policy and global recession successfully curtailed Macau's
inflation rate in early 2009. As a result, travel restrictions
were relaxed beginning in September 2009, and revenues last month
were reportedly up more than 50%. Fitch believes the Macau
operating performance is likely to remain strong given the
government's current travel policy and exceed Fitch's previous
expectations for 2009-2010, providing greater ability to support
the Las Vegas credit, if needed.
Fitch calculates Wynn's consolidated gross leverage and coverage
was 6.6 times and 2.5x, respectively, as of June 30, 2009, while
gross leverage at the Las Vegas subsidiary was 12.6x. Reflecting
the company's sizable cash balance excluding cage cash, Fitch
calculates consolidated net leverage was roughly 5.1x as of
June 30, 2009, and declines to the 2.1x range pro forma for the
equity issuance.
Encore Macau is the only project currently under construction, and
as of June 30, 2009, roughly $340 million was left to be spent on
the $650 million project budget. Although Wynn's strong liquidity
profile and substantial cash balance provides resources for
meaningful debt reduction, the company may instead choose to
preserve cash to invest in potential growth opportunities. In
addition, financial covenants in both the U.S. and Macau credit
facilities are based on net leverage, and the leverage covenant at
the Las Vegas subsidiary was waived until 2011, which may reduce
incentive to decrease debt in the near-term.
An upgrade of the IDR would be supported if Wynn actually uses its
cash to reduce its debt burden, primarily at the Las Vegas
subsidiary given the high leverage level and likely negative
impact on cash flow from the impending opening of CityCenter. A
potential upgrade of the IDR would likely be driven by:
-- A meaningful reduction in gross leverage at the Las Vegas
subsidiary and on a consolidated basis;
-- Additional clarity with respect to potential additional
development opportunities, including the size, scope, and
timing of a potential investment in a Cotai Strip
development, and the outcome of the Aqueduct license in New
York;
-- Additional clarity regarding the impact of the upcoming
property openings of CityCenter in the Las Vegas market and
Encore Macau in the Macau market.
WYNN RESORTS: S&P Assigns 'BB+' Rating on $500 Mil. 2017 Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to the
$500 million first mortgage notes due 2017 co-issued by Wynn
Resorts Ltd. subsidiaries Wynn Las Vegas LLC and Wynn Las Vegas
Capital Corp. S&P assigned the notes its issue-level rating of
'BB+' (one notch higher than the 'BB' corporate credit rating on
Wynn Las Vegas) with a recovery rating of '2', indicating S&P's
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default.
Proceeds from the notes will be used to repay amounts outstanding
under the WLV credit facilities, including a substantial permanent
reduction of revolver availability. This transaction further
strengthens Wynn's debt maturity profile, as any meaningful debt
maturities are pushed out to 2013.
S&P's corporate credit rating on Wynn Resorts is 'BB' and the
rating outlook is negative. The rating reflects the company's
significant debt burden, the high levels of competition in the Las
Vegas and Macau markets, and S&P's expectation of continued
declines in Wynn's cash flow generation over at least the next few
quarters. Still, the company's assets are among the highest
quality in the gaming sector, and S&P expects that Wynn's solid
liquidity position will allow the company to weather a prolonged
gaming downturn.
The notes issuance, in addition to the recently completed IPO in
Macau, further strengthen Wynn's liquidity position and enhance
financial flexibility in the event development opportunities
arise. Still, a revision of the outlook to stable would require
an expectation of near-term stabilization of cash flow generation,
which will largely depend on CityCenter's impact on the Las Vegas
Strip.
Ratings List
Wynn Resorts Ltd.
Corporate Credit Rating BB/Negative/--
New Ratings
Wynn Las Vegas LLC
Wynn Las Vegas Capital Corp.
$500M first mtg nts due 2017 BB+
Recovery Rating 2
YOUNG BROADCASTING: Capital Files Schedules of Assets & Debts
-------------------------------------------------------------
Young Broadcasting Capital Corp., an affiliate of Young
Broadcasting Inc., filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property
B. Personal Property $118,491,438
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $16,879,553
----------- -----------
TOTAL $118,491,438 $16,879,553
Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc. Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA). In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.
The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645). Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring effort. The Debtors
selected UBS Securities LLC as consultant; Ernst & Young LLP as
accountant; Epiq Bankruptcy Solutions LLC as claims agent; and
David Pauker chief restructuring officer Andrew N. Rosenberg,
Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, serves as
counsel to the official unsecured creditors committee.
YOUNG BROADCASTING: Unsec. Creditors File Competing Plan
--------------------------------------------------------
Young Broadcasting Inc.'s unsecured creditors have filed a plan of
reorganization challenging the Company's plan to sell its assets
to its senior lenders for $220 million.
The Official Committee of Unsecured Creditors' plan proposes:
* Reinstatement of the prepetition lender claims.
* A commitment by certain parties (under the equity commitment
agreement) to provide an investment of $38 million of new
equity capital in the form of new preferred stock and new
common stock
* Distribution of 10% of the New Common Stock to noteholders.
* The opportunity for noteholders to participate in a rights
offering to purchase their pro rata share of the new
preferred stock and new common stock.
* Distributions to holders of allowed general unsecured claims,
except noteholders, equal to the lesser of their pro rata
share of $1,000,000 or a one-time cash distribution equal to
10% of the amount of their allowed claims.
* Cancellation of existing Equity Interests.
* Retention of key Management and creation of a new management
and director equity incentive plan.
* Distributions of Class B new common stock equal to 40% of the
voting stock but only 10% of the beneficial ownership to
Vincent Young.
A copy of the Disclosure Statement explaining the Committee's Plan
is available for free at:
http://bankrupt.com/misc/YoungBroadcast_Committee_DS.pdf
A copy of the Committee's Plan is available for free at:
http://bankrupt.com/misc/YoungBroadcast_Committee_Plan.pdf
As reported by the TCR on Sept. 29, 2009, Young Broadcasting Inc.
and its debtor-affiliates delivered to the U.S. Bankruptcy Court
for the District of Delaware a joint Chapter 11 plan of
reorganization, wherein the reorganized Debtors will issue the
reorganized Young common stock, and distribute and deliver it to
New Young Broadcasting Holding Co. Inc., a new corporation created
for the purpose of (i) owning 100% of the reorganized Young common
stock issued under the Plan and (ii) issuing the Holdco
securities, among other things. A full-text copy of the Debtors'
Joint Chapter 11 Plan is available for free at
http://ResearchArchives.com/t/s?45aa
About Young Broadcasting
Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc. Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA). In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.
The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645). Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring effort. The Debtors
selected UBS Securities LLC as consultant; Ernst & Young LLP as
accountant; Epiq Bankruptcy Solutions LLC as claims agent; and
David Pauker chief restructuring officer Andrew N. Rosenberg,
Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, serves as
counsel to the official unsecured creditors committee.
YRC WORLDWIDE: Reports Management Shake-Up; Wicks Takes COO Role
----------------------------------------------------------------
YRC Worldwide Inc. discloses that effective October 5, 2009:
-- Timothy A. Wicks, formerly Executive Vice President and
Chief Financial Officer, was appointed Executive Vice
President and Chief Operating Officer of the Company;
-- Sheila K. Taylor, formerly Vice President -- Investor
Relations and Treasurer, was appointed Executive Vice
President and Chief Financial Officer of the Company and
will report to Mr. Wicks;
-- Phil J. Gaines was appointed Chief Accounting Officer of
the Company in addition to his other finance duties,
including Senior Vice President -- Finance of the Company
and Senior Vice President and Chief Financial Officer of
YRC Inc. and YRC North American Transportation; and
-- Paul F. Liljegren, formerly Vice President, Controller and
Chief Accounting Officer, was appointed Vice President --
Investor Relations and Treasurer of the Company.
Tim Wicks, in his new role, is responsible for sales, marketing,
pricing, operations and financial strategy results across the
company. Reporting directly to Mr. Wicks are Mike Smid, president
of YRC Inc., and chief operations officer of YRC Worldwide; and
John Garcia, executive vice president and chief sales officer of
YRC Worldwide. In addition, Greg Reid, executive vice president
and chief marketing officer along with Andy Slusher, vice
president pricing will report to Mr. Wicks.
Sheila K. Taylor, 36, was Vice President -- Investor Relations of
the Company since January 2008 and Treasurer of the Company since
June 2009. Prior to that, Ms. Taylor was Vice President --
Finance of Yellow Transportation from January 2007 through August
2008 and held various director and manager titles in finance,
corporate development and investor relations since she joined the
Company in July 2002.
Phil J. Gaines, 45, has been Senior Vice President -- Finance of
the Company since June 2009 and has been Senior Vice President and
Chief Financial Officer of YRC Inc. and YRC North American
Transportation since March 2009. Prior to that, Mr. Gaines was
President of Yellow Transportation from July 2008 through February
2009; Senior Vice President and Chief Financial Officer of YRC
North American Transportation from January 2008 through July 2008;
Senior Vice President and Chief Financial Officer of YRC National
Transportation from January 2007 through December 2007; Senior
Vice President -- Investor Relations, Government Relations and
Corporate Development from August 2005 through January 2007; and
Senior Vice President -- Finance and Administration of Yellow
Transportation from December 2003 through August 2005.
Both Messrs. Liljegren and Gaines will report to Ms. Taylor, along
with Terry Gerrond, vice president -- Taxation.
Mike Naatz, executive vice president and chief information and
service officer of YRC Worldwide, will take on an expanded role
leading revenue management, in addition to billing, quality,
information technology and customer service, as the company
sharpens its focus on the end-to-end customer experience. Mr.
Naatz will continue to report to Mr. Zollars.
Dan Churay, executive vice president, general counsel and
secretary; Jim Kissinger, executive vice president of Human
Resources; and John Carr, president of ppYRC Logistics, remain in
their current roles, reporting to Mr. Zollars.
In her new role, Ms. Taylor will be eligible to participate in or
receive the benefits of:
-- the Company's Long Term Incentive Plan and the Company's
2004 Long-Term Incentive and Equity Award Plan;
-- an Executive Severance Agreement that provides for payment
if Ms. Taylor is terminated without cause or resigns for
good reason within two years after a change of control
transaction; and
-- the Company's Executive Severance Policy.
In addition to the appointment of Messrs. Wicks and Gaines and Ms.
Taylor, the Company made other senior leadership changes to
advance its functional organizational structure introduced in June
2009, to streamline decision-making, eliminate duplicate efforts
and costs while maintaining focus on critical customer-impacting
areas.
"As we continue to work our comprehensive plan to restore
financial strength and position our company for future growth, the
most critical interdependencies rest between finance, operations
and sales," stated Mr. Zollars, chairman, president and chief
executive officer of YRC Worldwide. "[The] actions ensure these
key functions are working directly together to meet our service
commitments to customers and attain our strategic goals."
About YRC Worldwide
Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of successful brands including
YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland
and Reddaway. YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities. Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.
As of June 30, 2009, the Company had $3.41 billion in total
assets, including $164.5 million in cash and cash equivalents;
$1.72 billion in total current liabilities, $832.9 million in
long-term debt, $126.5 million in deferred income tax liabilities,
$380.7 million in pension and post-retirement liabilities, and
$423.1 million in claims and other liabilities; resulting in
$72.9 million in shareholders' deficit.
As reported by the Troubled Company Reporter on August 18, 2009,
Standard & Poor's Ratings Services affirmed its 'CCC' long-term
corporate credit rating on YRC Worldwide. S&P removed the ratings
from CreditWatch, where S&P had placed them with negative
implications on April 24, 2009.
* Bankruptcy Filings in Utah Up 62% in 2009
-------------------------------------------
Lois M. Collins at Deseret News reports that Utah bankruptcy
filings have increased 62% so far this year, compared to the end
of the third quarter 2008. Deseret News says that through
September 30, 2009, about 10,706 bankruptcy filings have been made
in the Beehive State, compared to 6,597 in the same time in 2008.
Statistics from the U.S. Bankruptcy Court for the District of Utah
show that bankruptcy filings in 2008 totaled 9,256. According to
Deseret, majority of the bankruptcy filings, about 6,905, were
Chapter 7.
* Hotel Term Defaults Push US CMBS Delinquencies 54 bps Higher
--------------------------------------------------------------
The reprieve is over for U.S. CMBS as delinquencies resumed their
upward trajectory to end the month at 3.58%, according to the
latest Loan Delinquency Index results from Fitch Ratings. The
hotel sector now leads as the property type with the largest
proportion of delinquencies at 5.83%.
"The recent surge in hotel defaults is consistent with Fitch's
view that hotel property values will decline by as much as 50%
from peak levels," said Managing Director and U.S. CMBS group head
Susan Merrick. "While budget hotels have fared best during the
downturn, continued pressure on the luxury, resort, and gaming
sub-sectors will likely push lodging delinquencies to
approximately double that of the other property types."
Newly delinquent hotel loans in September included 26 loans
totaling $1.1 billion, of which 92% by balance defaulted during
the loan term. The largest of the new defaults was a
$587.7 million note corresponding to the $4.1 billion Extended
Stay America portfolio loan, collateralized by 681 financed and
leased hotels located across 42 states. The borrower filed for
chapter 11 bankruptcy protection on June 15, 2009, and court-
ordered adequate protection payments have been remitted since
approval of the cash collateral order. Similar to loan status
classifications made at the outset of the General Growth
Properties bankruptcy, Fitch anticipates that the loan may be re-
classified as 'current' in future remittances; however, a
potential correction of the loan is unlikely to reverse the rising
CMBS and hotel-specific delinquency rates.
September hotel delinquencies also included the $207.9 million
Resorts International - Casino Portfolio loan, comprised of three
hotel and gaming properties located across two states. The loan
became delinquent due to a significant decline in cash flow at the
properties. Though it is classified as a mixed-use property due
to a land component in its collateral, the declining performance
and default on the $192.5 million Maui Prince Resort also
exemplify weakness in hotel performance fundamentals --
particularly in those loans underwritten to a stabilized cash flow
at issuance.
For the month of September, recent-vintage loan defaults were
instrumental in pushing the index higher. Loans securitized in
2007 accounted for approximately 51% of all new delinquencies.
Registering a month-over-month increase of 35%, 2007 vintage loans
now under-perform the index, with a vintage-specific delinquency
rate of 3.61%, compared to 2.68% in August.
Because certain property types are more prevalent in CMBS
transactions and comprise a disproportionate percentage of the
universe of rated loans, relative performance by property type is
best measured on a sector-specific basis. When ranked by
delinquencies within their individual property types, the hotel
sector last month surpassed multifamily with the highest
percentage of late pays, at 5.83% versus 5.72%. Delinquency rates
within the retail, industrial, and office sectors are as follows:
-- Retail: 3.65%;
-- Industrial: 2.96%; and
-- Office: 1.97%.
By dollar balance, retail loans continued to lead the index with
$4.9 billion of delinquent loans, compared to $4.3 billion the
month prior. The delinquency volume for multifamily loans rose
only slightly to $3.9 billion from $3.7 billion, while hotel loans
posted a 53.9% increase to end the month at a total volume of
$3.0 billion. Loans collateralized by office properties comprise
$2.9 billion of the total, while industrial loans ended the month
with $719 million of delinquencies, a 22.6% month-over-month
increase.
Fitch's delinquency index includes 2,092 loans totaling
$16.6 billion that are at least 60 days delinquent or in
foreclosure. The Index excludes Fitch-rated loans that are 30 to
59 days delinquent, which currently total $3 billion, compared to
$3.6 billion one month prior. The Fitch rated universe of loans
consists of approximately 42,000 loans comprising $465 billion
* Occupancy in Hawaiian Hotels Drop, Mortgage Debts Rise
--------------------------------------------------------
Hotel-room demand in Hawaii, Smith Travel Research says, has
dropped to 66.9% in the first eight months of 2009, the lowest
level since the same period in 1993 and down from this decade's
high of 80.7% in 2005, causing revenue per available room to drop
almost25% in the past two years and now averages $150.75, Kris
Hudson at The Wall Street Journal reports.
The Journal notes that a number of Hawaii's resorts no longer
generate enough revenue to pay the mortgages on their properties,
and distressed debt tied to hotels is increasing across the
nation. According to The Journal, statistics based on data from
Real Capital Analytics show that Hawaii has more troubled hotel
debt per room than any other state, about $23,256 compared with
$5,083 in California and $5,345 in Florida. The Journal says that
Hawaii's distressed debt tied to hotels totals almost
$1.6 billion.
* Edward Cerasia Joins Seyfarth Shaw as Partner
-----------------------------------------------
Seyfarth Shaw LLP disclosed that Edward Cerasia II has joined the
firm's New York office. Mr. Cerasia joins as a partner in the
Labor & Employment Department. Prior to joining Seyfarth Shaw,
Mr. Cerasia was a partner at Morgan, Lewis & Bockius LLP.
Mr. Cerasia represents clients in employment, wage and hour, and
employee benefits matters in the financial services, insurance,
transportation, media and retail industries. Mr. Cerasia is an
experienced trial attorney who has successfully handled jury and
bench trials involving claims of sexual, racial, age, and
disability harassment; race, age, disability, and gender
discrimination; retaliation; constructive discharge; and
entitlement to employee benefits. During the last six years alone,
he successfully tried five cases to verdict.
"We are very pleased to welcome Ed to our firm," said Lisa J.
Damon, Chair of Seyfarth Shaw's Labor & Employment Department.
"He is a talented attorney and well-regarded by his clients. His
depth of experience in complex employment and ERISA litigation
will be an excellent addition to our growing practice nationwide."
Seyfarth Shaw's Labor & Employment Department consists of roughly
350 employment attorneys nationally at all levels of experience,
allowing seamless representation of the firm's clients across
jurisdictions. The firm's labor and employment lawyers are
organized to leverage their knowledge of specific industry
experience and key workplace subspecialties, such as: Affirmative
Action/Diversity, Business Immigration, California Labor Code
Litigation, Complex Discrimination Litigation, ERISA/Employee
Benefits Litigation, Employment Law Training, International Labor
and Employment, Single-Plaintiff Litigation, Wage and Hour
Litigation, and Workplace Counseling and Compliance Solutions.
"Ed shares our passion for a team-based approach and exceptional
client service," said Lorie E. Almon, Co-Managing Partner of
Seyfarth Shaw's New York office. "He is an excellent lawyer,
mentor and partner and we are thrilled to have him on our team."
Seyfarth Shaw first opened its New York office in 1979 with seven
attorneys. Today, the office is home to over 100 attorneys, many
of whom are also admitted to practice in New Jersey and
Connecticut. Practices represented in the New York office
include: Bankruptcy, Workouts & Business Reorganization;
Commercial Class Action Defense; Commercial Litigation; Corporate;
Employee Benefits & Executive Compensation; Labor & Employment;
Real Estate; Securities & Financial Litigation; Structured & Real
Estate Finance; Tax; and Trade Secrets, Computer Fraud, & Non-
Competes.
"I am honored to join Seyfarth Shaw in New York," said Cerasia.
"I'm confident that Seyfarth is the perfect home for me to
continue servicing my clients to the highest caliber, and I look
forward to working with my colleagues across the firm to achieve
that end."
Cerasia received his B.S. from Syracuse University and his J.D.
(valedictorian and summa cum laude) from the University of
Bridgeport School of Law. He is admitted to practice law in New
York, New Jersey, and Connecticut.
About Seyfarth Shaw
Seyfarth Shaw -- http://www.seyfarth.com/-- has over 750
attorneys located in nine offices throughout the United States
including Atlanta, Boston, Chicago, Houston, Los Angeles, New
York, Sacramento, San Francisco, and Washington D.C., as well as
Brussels, Belgium. Seyfarth Shaw provides a broad range of legal
services in the areas of labor and employment, employee benefits,
litigation and business services. The firm's practice reflects
virtually every industry and segment of the country's business and
social fabric. Clients include over 300 of the Fortune 500
companies, financial institutions, newspapers and other media,
hotels, health care organizations, airlines and railroads. The
firm also represents a number of federal, state, and local
governmental and educational entities.
* Epiq Systems Launches IQ Review(TM)
-------------------------------------
Epiq Systems, Inc., discloses the release of IQ Review(TM), a
revolutionary combination of new intelligent technology and smart
procedures. IQ Review(TM) addresses the challenge of rapidly
locating the documents that are actually responsive to a matter --
typically less than 20 percent -- within increasing volumes of
data and in mandated short timeframes.
Most groundbreaking is that IQ Review(TM) incorporates new
"prioritisation" technology into DocuMatrix(TM), Epiq's flagship
document management platform. A legal expert assigned to a case
"teaches" the software to identify documents as "responsive" or
"non-responsive". Learning from the expert, the technology
determines patterns in content across all of the data, rates each
document, and fast tracks the most responsive to the beginning of
the review -- the result is intelligent "Prioritised Review".
By reviewing the most responsive documents first, the legal team
can make decisions on strategy earlier. Time spent on documents
inconsequential to a case diminishes, along with review costs.
"Prioritising documents before review begins presents a dramatic
shift in the way review is conducted," explains Greg Wildisen,
International Managing Director, Epiq Systems. "Epiq's IQ
Review(TM) focuses human expertise upfront in a case and reduces
time spent on documents irrelevant to a matter, which cuts review
costs for our clients and allows them to focus on case strategy
early in the process."
Early adopters of Epiq's IQ Review(TM) include international law
firm Allen & Overy LLP, which conducts services in 31 business
centres worldwide. According to Vince Neicho, Litigation Support
Manager at Allen & Overy, "Cases have become more complex as
potential evidence can be hidden through an elaborate maze of
email attachments, large document files, and text messages.
Epiq's IQ Review(TM) helps lawyers better understand the data and
achieve the best possible outcomes for their clients more
quickly."
Mr. Neicho added, "Our early experience in integrating the new
'prioritise' phase into our legal review processes creates an
infrastructure that allows our legal review team to zero in on
information relevant to our matters faster."
About Epiq Systems
Epiq Systems is a leading global provider of integrated technology
solutions for the legal profession. The company's solutions
streamline the administration of bankruptcy, litigation, financial
transactions and regulatory compliance matters. The company will
offer innovative technology for electronic discovery, document
review, legal notification, claims administration and controlled
disbursement of funds. The clients include leading law firms,
corporate legal departments, bankruptcy trustees and other
professional advisors who require innovative technology,
responsive service and deep subject-matter expertise.
* Prommis Solutions Performs Full-Service Loss Mitigation
---------------------------------------------------------
Prommis(R) Solutions, LLC, will now perform full-service loss
mitigation solicitation and fulfillment services for mortgage
lenders, servicers, insurers, investors, and law firms through its
subsidiary Prommis Homeownership Solutions, Inc. The loss
mitigation teams at Prommis work directly with clients and their
borrowers to solicit, facilitate and execute all types of loss
mitigation programs including Home Affordable Modification Program
and Homeowners Affordability and Stability Plan waterfall
analyses, repayment plans, loan modifications, HomeSaver
Advance(TM), partial claims, short sales, deeds-in-lieu of
foreclosure and bankruptcy loss mitigation.
As the product spectrum and options for borrowers increase and
change, Prommis Homeownership Solutions works closely with clients
to quickly update its suite of services when needed. By offering
flexible solutions and a nationwide compliant process at any stage
in the collection process, including foreclosure and bankruptcy,
Prommis Homeownership Solutions assists clients in meeting the
changing regulatory and compliance needs of the default services
industry while also maintaining a cost effective balance of staff
and outsourced services.
About Prommis Solutions
Prommis Solutions -- http://www.prommis.com/-- is a nationwide
Business Process Outsourcing ("BPO") mortgage loan resolution
processing company serving mortgage servicers, investors, insurers
and law firms. The company offers default processing services,
loss mitigation, REO closing and other mortgage-related services.
Through their law firm business partners, the GSE's, Fannie Mae
and Freddie Mac, as well as mortgage insurance companies, Prommis
serves all of the top servicers in the country.
* Spectrum Gaming to Host Call on Status of Industry on Oct. 15
---------------------------------------------------------------
Spectrum Gaming Group and Gaming Industry Observer will host a
conference call this Thursday, October 15 at 2 p.m. EDT, on
"Distressed Gaming Properties: State of the Industry." Call in to
listen to experts discuss the benefits and risks to distressed
gaming mergers and acquisitions, and how regulations and
bankruptcy court can impact a takeover. Experts will discuss how
to properly apply multiples, how EBITDA can be enhanced by skilled
operators, and they will also field questions.
The fee to participate on the call is $75. For Gaming Industry
Observer subscribers, the call is $35. For GIO2 premium
subscribers and site licensees, the call is free.
The call will be moderated by Jane Pedreira, Managing Director,
Clear Sights Research, and speakers will be David Berman, CEO,
Regal Capital Advisors LLC; Steven Brammell, Associate, Spectrum
Gaming Group; and Matthew Gates, Vice President, Chanin Capital
Partners.
"Our clients and subscribers depend on us to target areas where
our team of experts can provide essential advice unavailable
elsewhere. Distressed properties is one of the most important,
timely topics that we have embraced with this comprehensive
approach," said Michael Pollock, Spectrum Managing Director and
Publisher of Gaming Industry Observer.
"Spectrum is known around the world for its particular outside-
the-box expertise to evaluate the critical financial, legal
regulatory and operational issues that surround any analysis of
distressed properties," said Spectrum Senior Vice President Harvey
Perkins, who leads Spectrum's efforts in this specialty.
"Everyone from bondholders, bank lenders and investment bankers to
creditors, buyers of existing properties and incumbent management
needs to hear what our team of experts has to say."
To register for this teleconference, go to
http://www.beaconliveregistration.com/spectrum/telephone.aspor
call 1-609-926-5100.
Spectrum Gaming Group -- http://www.spectrumgaming.com/-- is a
global independent research and professional services firm focused
on the global casino industry.
* Thompson & Knight Guided Baseline Oil Through Chapter 11 Process
------------------------------------------------------------------
Law firm Thompson & Knight LLP guided Baseline Oil & Gas Corp.
through a prepackaged Chapter 11 process. Baseline Oil's
reorganization plan has been confirmed by the bankruptcy court,
one of the ten fastest pre-packs to be confirmed, with
confirmation taking place in 28 days. Baseline Oil filed for
Chapter 11 on August 28, 2009, in the U.S. Bankruptcy Court,
Southern District of Texas, and the court confirmed the Plan on
September 25, 2009.
Thompson & Knight also handled the Davis Petroleum Corp. Chapter
11 pre-pack in 2006, which is also among the fastest to be
confirmed in the U.S.
Thompson & Knight's involvement in the Baseline Oil bankruptcy
case has been a collaborative effort among attorneys in the firm's
New York City and Houston offices as well as among several
practice groups. Attorneys leading the effort include Ira L.
Herman, Rhett G. Campbell, Millie A. Sall, and Demetra L. Liggins
from the Corporate Reorganization and Creditors' Rights Practice
Group; Matthew Cohen and J. Russell Bulkeley from the Corporate
and Securities Practice Group; and Robert H. Saunders from the
Finance Practice Group.
"Transactions of this size and type involving publicly traded
securities usually take a year or more to go through the
bankruptcy process," stated Mr. Campbell. "In this case, through
the use of a pre-pack, good legal counseling, and much effort, we
were able to obtain confirmation in 28 days after filing the case
with the confirmation hearing lasting only 60 minutes, which truly
is extraordinary for this type of transaction."
About Thompson & Knight
Since 1887, Thompson & Knight LLP has consistently made a positive
impact on its clients' successes. With its practice focused on
the energy industry, the Firm has extensive resources in
litigation, tax, insolvency, and international energy matters.
The Firm has approximately 420 attorneys, and has offices and
alliances in North America, South America, Europe, and Africa.
Thompson & Knight represents companies, government entities, and
individuals in local, regional, and national markets around the
world.
* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
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: October 5, 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. Howard C. Tolentino, 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.
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*** End of Transmission **