/raid1/www/Hosts/bankrupt/TCR_Public/091105.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, November 5, 2009, Vol. 13, No. 306
Headlines
9 OM INTERACTIVE: Files for Bankruptcy After $20MM IP Asset Sale
ACACIA AUTOMOTIVE: Recurring Losses Prompt Going Concern Doubt
ACCESSKEY IP: Rewrites Delinquent Convertible Notes
ACCURIDE CORP: Gets Court Final Approval of $50MM DIP Financing
ACCREDITED HOME: Seeks December 31 Extension to File Plan
ALABAMA & DUNLAVY: Voluntary Chapter 11 Case Summary
ALIXPARTNERS LLP: Moody's Upgrades Corp. Family Rating to 'Ba3'
ALL LAND INVESTMENTS: To Turn Over Property to Lenders
AMBRILIA BIOPHARMA: Won't File Fin'l Statements November 13
AMERICAN CAPITAL: Has Agreement on $2.4-Bil. Debt Restructuring
AMERICAN STEAMSHIP: S&P Raises Counterparty Credit Rating to 'BB'
ANDERSON HOMES: Wants to Sell Assets & Transfer Liens to Proceeds
ASPEN LAND: U.S. Trustee Unable to Appoint Creditors Committee
AUTOHAUS ACQUISITION: Sale Hearing Scheduled for Nov. 4
AVIS BUDGET: Swings to $57 Million Third Quarter 2009 Net Income
BARZEL INDUSTRIES: Court Approves $75MM Sale to Chriscott
BEAR STEARNS FUNDS: Were 'Heavily' Subprime, Jury Told
BEARINGPOINT INC: Liquidating Plan Confirmation Set for Dec. 17
BIGLER LP: Files for Chapter 11 Protection in Houston
BILL KOLOVANI: U.S. Trustee Seeks Conversion to Chapter 7
BON SECOUR PARTNERS: Voluntary Chapter 11 Case Summary
BRSP LLC: CIT Group Bankruptcy Won't Affect Moody's 'B2' Rating
BUILDERS FIRSTSOURCE: SCM Balks at Warburg/JLL Recapitalization
BUILDERS FIRSTSOURCE: Seeks Stockholders' OK on Rights Offering
CABI DOWNTOWN: Plan Offers to Pay Lenders in Full, in 7 Years
CALIFORNIA COASTAL: Faces Nasdaq Delisting After Ch. 11 Filing
CALIFORNIA COASTAL: Brightwater Project Snags 15 New Sales Orders
CAPITAL AUTOMOTIVE: S&P Downgrades Corp. Family Rating to 'Ba3'
CAPMARK FINANCIAL: WTC, New Trustee for Notes, Is Not a Creditor
CARBON BEACH PARTNERS: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: Pachulski Stang Represents Abuse Claimants
CATHOLIC CHURCH: Wilmington's Motion to Extend Stay to Non-Debtors
CBC FRAMING: Proofs of Claim Must be Filed by Dec. 7, 2009
CHARTER COMMS: Gets Courts' Nod to Assume Leases
CHARTER COMMS: Has Until Dec. 15 to Declare Plan Effective
CHARTER COMMS: Statement of Compensation From OCPs for July-Sept
CHEMTURA CORP: Creditors Transfer Claims Aggregating $5.2 Mil.
CHEMTURA CORP: Has Nod to Reject 2 Leases With Ashley Conyers
CHEMTURA CORP: Proposes Deloitte Fin'l as Accountant
CHEMTURA CORP: Reports $8-Mil. Net Income for Third Quarter
CIT GROUP: Interface Financial Readies Aid for CIT Borrowers
CIT GROUP: Judge Gropper Assigned to Case After Gerber's Recusal
CIT GROUP: Proposes $500 Million of DIP Financing
CIT GROUP: Proposes to Honor Federal Reserve Agreement
CITIGROUP INC: To Issue 4 Series of Notes; Files Docs with SEC
COACHMEN INDUSTRIES: Completes $20MM Facility with HIG Capital
COACHMEN INDUSTRIES: Posts $3.89 Million Net Loss for Q3 2009
COACHMEN INDUSTRIES: Unit Inks Real Estate Purchase Deal with Coll
COEUR D'ALENE: Alaskan Unit Inks $45-Mil. Credit Suisse Term Loan
COMFORCE CORP: Extends Revolving Credit Facility
COMMONWEALTH CANCER: Blames Slowing Economy for Chapter 11 Filing
COMSTOCK HOMEBUILDING: Executes Loan Modification with Keybank
CONSECO INC: Files Supplement to Offer to Purchase 3.5% Debentures
COYOTES HOCKEY: NHL Buys Franchise for $128.4 Million
CRABTREE & EVELYN: Plan Outline Set for Hearing Nov. 19
CRYOPORT INC: Restates June 30, 2009 Quarterly Report
DELTA AIR: Objects to 11 EDC Aircraft Claims
DELTA AIR: Objects to $10 Mil. Class Claim
EPICEPT CORP: Nasdaq Panel Grants Request for Continued Listing
EXCALIBUR MACHINE: Esmark Offers $3.5 Million for Operating Assets
EXCO RESOURCES: Moody's Upgrades Corporate Family Rating to 'B1'
FAIRPOINT COMMS: NYSE Delists Stock Due to Bankruptcy Filing
FARM AT WILLOW CREEK: Voluntary Chapter 11 Case Summary
FIRSTFED FINANCIAL: Posts $46.0 Million Q3 2009 Net Loss
FLEETWOOD ENTERPRISES: Property Turnover Sought
FORD MOTOR: S&P Raises Corporate Credit Ratings to 'B-'
FORD MOTOR: Unveils Pricing Results of Convertible Notes Offering
FOSS JEWELRY: May Shutter Operations After Christmas
FRED LEIGHTON: Gets OK to Sell Business Ops for $26M
FREESCALE SEMICONDUCTOR: Board OKs Changes to Incentive Plans
GENERAL MOTORS: To Review New Restructuring Plan for Opel/Vauxhall
GENERAL MOTORS: Magna to Review Legal Basis for Botched Deal
GENMAR HOLDINGS: Irwin Jacobs Wants to Acquire Assets
GREATWIDE LOGISTICS: Plan Provides Minimal Unsecured Recovery
GREEKTOWN HOLDINGS: Noteholders File Last-Minute Competing Plan
GS HOLDINGS-SUNSHINE: Case Summary & Creditors' Lists
HCA INC: Bracken to Become Chairman Effective December 15
HELIX BIOPHARMA: Posts C$14.1MM Net Loss in Year Ended July 31
HELLENIC REALTY: Case Summary & 12 Largest Unsecured Creditors
HOLLIND HOLDINGS: Voluntary Chapter 11 Case Summary
HONOLULU SYMPHONY: To File for Bankruptcy Due to Financial Woes
I/OMAGIC CORP: Posts $58,650 Third Quarter 2009 Net Income
IPCS INC: Millenco LLC Discloses Ownership of 2.3% of Common Stock
IRIDIUM OPERATING: Plan Confirmed After More than 10 Years
IRVINE SENSORS: Regains Compliance With Nasdaq Listing Rule
JOHN KARDUM: Files Schedules of Assets and Liabilities
JOHNSON & JOHNSON: To Slash 7% of Global Workforce
JOSEPH ARRIOLA: Voluntary Chapter 11 Case Summary
KARABINCHAK BROTHERS: Case Summary & 20 Largest Unsec. Creditors
KB HOME: Home Owner Files Class-Action Lawsuits Against Firm
KIEBLER SLIPPERY: Has Until Jan. 23 to File Disclosure Statement
KIEBLER SLIPPERY: Hearing on Chapter 11 Trustee Set for Dec. 16
LANDAMERICA FIN'L: UnitedTech Acquires LandAm Onestop
LANDAMERICA FIN'L: Willkie Farr Bills $2.5 Mil. for June-Aug.
LDG SOUTH: Seeks $8MM in DIP Financing from EFO Financial
LDG SOUTH: Seeks $247,000 of Financing from Newport
LEAR CORP: To Pay $12 Million Upfront Fee on Exit Loan
LEHMAN BROTHERS: Alvarez & Marsal Bills $16.5 Mil. for August
LEHMAN BROTHERS: Contempt Motion vs. Shinsei Denied
LEHMAN BROTHERS: Ended, Assigned $1BB in Corp. Loans for September
LEHMAN BROTHERS: LBSF Wants to Compel Capital Auto to Honor Pact
LEHMAN BROTHERS: Reports on De Minimis Sales for October
LYONDELL CHEMICAL: Examiner Report Due by End of November
LYONDELL CHEMICAL: Opposes Law Debenture Standing to Pursue Claims
LYONDELL CHEMICAL: Panel Wants Longer DIP Loans Extension
LYONDELL CHEMICAL: Solutia Objects to Disclosure Statement
MAGNA ENTERTAINMENT: Stephen McCase Resigns as East Coast COO
MALIBU ASSOCIATES: Case Summary & 18 Largest Unsec. Creditors
MARK IV: Moody's Affirms Corporate Family Rating at 'B2'
METROMEDIA INT'L: Contends Enterprise Worth $575 Million
MOHEGAN TRIBAL: S&P Junks Rating on $250 Mil. Senior Notes
MONEYGRAM INTERNATIONAL: Reports $18.3 Million Q3 2009 Net Loss
NAILITE INT'L: Plan Set for Dec. 14 Confirmation Hearing
NEUMANN HOMES: Sues Towns for Fees on Unbuilt Projects
NORWOOD PROMOTIONAL: To Liquidate Assets Under Chapter 7
NUVOX INC: S&P Puts B Corp. Credit Rating on CreditWatch Positive
ORCHARD SUPPLY: Refinancing Risks Won't Affect Moody's 'B2' Rating
PACIFIC ENERGY: Ramshorn Offers $1.5M for Oil & Gas Assets
PACIFIC RUBIALES: Fitch Assigns Issuer Default Ratings at 'BB-'
PANOLAM INDUSTRIES: Files Chapter 11 to Cut $151MM in Debt
PETTERS GROUP: Fended Off Shipment Inquiries, Investor Says
PHILADELPHIA NEWSPAPERS: Plan Confirmation Hearing Begins Dec. 4
PNG VENTURES: Court OKs $2MM DIP Loan from Greenfield Commercial
PRESIDENT CASINOS: Injunction Against Parking Lot Owner Upheld
PROGRESSIVE HEALTHCARE: Files Chapter 11 in Indiana
QUARRY POND: Case Summary & 20 Largest Unsecured Creditors
QUEST RESOURCE: Extends Maturity of 2nd Lien Loan to November 16
S & K FAMOUS: Plan Confirmation Hearing on December 1
SAMSONITE STORES: Wins Approval of Reorganization Plan
SANFORD HOROWITZ: Case Summary & 11 Largest Unsec. Creditors
SECOND CHANCE: No Summary Judgment Rulings on Warranties
SEVEN FALLS: Hires Johnson Law Firm as Special Counsel
SEVEN FALLS: Taps Nexsen Pruet as Bankruptcy Counsel
SIX FLAGS: Third Quarter Revenues Down 7% to $457 Million
SJ LAND: Hearing on Ch. 11 Case Dismissal Continued on November 12
SMURFIT-STONE: Hearing on Equity Committee Plea on Dec. 4
SPANSION INC: King & Spalding LLP Bills $1.5 Mil. for September
SPANSION INC: Plan Solicitation Period Extended to Jan. 30
STATION CASINOS: Committee Proposes to Retain Sierra as Expert
STATION CASINOS: Boyd Intervenes in Case, Seeks Examiner
TEXAS BAY PLANTATION: Voluntary Chapter 11 Case Summary
THREE ARROWS ENTERPRISES: Sale Hearing Scheduled for Nov. 4
TNS INC: S&P Affirms Corporate Credit Rating at 'BB-'
TODD JEWETT: Voluntary Chapter 11 Case Summary
TOUSA INC: Committee Again Decides to Delay D&O Fraud Suit
TWENTY WIN - WIN: Voluntary Chapter 11 Case Summary
TXCO RESOURCES: Sues CMR, Llewellin Over $3.8M Mineral Assets
US MORTGAGE: Court Confirms Third Amended Plan of Liquidation
VENTANA HILLS ASSOCIATES: Voluntary Chapter 11 Case Summary
VINEYARD CHRISTIAN: Chapter 11 Trustee Wants to Sell Mercedes
WASTEQUIP INC: S&P Retains CreditWatch Negative on 'CCC+' Rating
WEST TABERNACLE CHURCH: Case Summary & 3 Largest Unsec. Creditors
WIND PLUS HOLDINGS: Voluntary Chapter 11 Case Summary
WIND PLUS INC: Voluntary Chapter 11 Case Summary
WINDSTREAM CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating
WINDSTREAM CORPORATION: Nuvox Deal Won't Move Fitch's 'BB+' Rating
WINDSTREAM CORP: S&P Puts 'BB+' Rating on CreditWatch Negative
WORLDSPACE INC: Wants January 31 Extension for Plan Filing
X-RITE INC: Delays Registration Statement on Shares for Resale
X-RITE INC: Tinicum Capital Discloses 14.8% Equity Stake
X-RITE INC: One Equity Partners Discloses 40.29% Equity Stake
X-RITE INC: Sagard Capital Discloses 16.7% Equity Stake
XIOM CORP: Cancels Registration of 2,375,000 Common Shares
ZEUS INVESTMENTS: Sec. 341 Meeting Set for December 16
ZEUS INVESTMENTS: Hires Johnson Law Firm as Special Counsel
ZEUS INVESTMENTS: Taps Nexsen Pruet as Bankruptcy Counsel
* Credit Solutions Represents Consumers at FTC
* High Court Examines Bankruptcy Exemption Valuations
* October Has Most Daily Bankruptcy Filings Since 2005
* PBGC Expands Deal with UK Pensions Regulator & Protection Fund
* Related Cos.' Ross, Partners Seek $1-Bil. to Acquire Failed Bank
* AmStar Has Course on Surge in Homeowner Bankruptcies
* Libra Securities Professaionals Join Houlihan Lokey
* Levene Neale Bender Rankin & Brill to Absorb Robinson Diamant
* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
*********
9 OM INTERACTIVE: Files for Bankruptcy After $20MM IP Asset Sale
----------------------------------------------------------------
9 OM Interactive LLC, formerly known as Digeo Interactive LLC,
made a voluntary filing under Chapter 11 in the U.S. Bankruptcy
Court for the Western District of Washington after Georgia-based
ARRIS Group Inc. acquired some of the Debtor's assets, including
its intellectual property portfolio, for $20 million in cash.
In its petition, the Debtor listed assets of less than $50,000,
and debts of between $10 million and $50 million.
The Debtor owes $48,208 to Datec Incorporated of Washington,
$28,200 to Sonic Solution dba CinemaNow of California, and $22,916
to Rovi Corpo fka Macrovision of California, among others.
Gayle E. Bush, Esq., at Bush Strout & Kornfeld, represents the
Debtor.
A full-text copy of the Debtor's petition is available for free
at http://bankrupt.com/misc/digeofiling.pdf
Based in Seattle, Washington, Diego Digeo, Inc., a Paul Allen-
backed company, provides premium home entertainment products
including digital video recorders (DVR).
ACACIA AUTOMOTIVE: Recurring Losses Prompt Going Concern Doubt
--------------------------------------------------------------
Killman, Murrell & Company, P.C., in Odessa, Texas, expressed
substantial doubt about Acacia Automotive, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements as of, and for the years ended, December 31, 2008, and
2007. The auditing firm pointed to the Company's recurring losses
from operations and limited capital resources.
The Company reported a net loss of $910,497 on total revenues of
$998,972 for the year ended December 31, 2008, compared with a net
loss of $3,850,881 on total revenues of $423,404 in 2007.
Approximately $3,000,000 of the net loss in 2007 related to stock
issued for services, stock options issued for services and a
beneficial conversion of preferred stock to common stock, accruals
largely made in restarting the company in its current business.
At December 31, 2008, the Company's consolidated balance sheets
showed total assets of $1,388,405, total liabilities of
$1,031,347, and total shareholders' equity of $357,058.
The Company's consolidated balance sheets at December 31, 2008,
also showed strained liquidity with $402,846 in total current
assets available to pay $1,014,447 in total current liabilities.
A full-text copy of the Company's consolidated financial
statements for the year ended December 31, 2008 is available for
free at http://researcharchives.com/t/s?4833
Based in Ocala, Fla., Acacia Automotive, Inc., (PNK: ACCA.PK) --
http://www.acacia.bz/-- is a publicly traded automotive auction
services company.
ACCESSKEY IP: Rewrites Delinquent Convertible Notes
---------------------------------------------------
AccessKey IP, Inc., has successfully completed negotiations and
has rewritten its delinquent convertible notes and eliminated
onerous interest rates.
"This is the first step to completely eliminate the toxic
convertible notes and legacy issues of the Company," said Bruce
Palmer, AccessKey IP Inc. President. "The immediate benefit is to
place the company in a 'current' position with its note holders
and remove the delinquency status. A reduction of various balance
sheet liabilities as well as a decrease in interest expense will
be effective between September and October and have been
accomplished without the issuance of additional shares."
"We were precluded from rewriting notes held by the Nutmeg Group,
as they are currently under investigation by the SEC and have
relinquished control to a Receiver," said Mr. Palmer. "This turn
of events benefits our position as our liabilities within said
agreements are frozen and we are confident we will be positioned
to settle these specific notes for less than face value."
Having increased its authorized shares to a level perhaps
perceived as excessive, the Company believes the importance lies
in the ability to utilize available shares for capital
requirements. This increase results in restricted Regulation 144
shares and should certainly quell any unfounded allegations of
selling stock into the market.
"As announced previously, the $300,000 funding transaction has
begun, said Mr. Palmer. "These transactions offer low interest
rates, three-year terms and are based on common stock as
collateral. These shares will increase our outstanding but will
not hit the market, there is no dilution to shareholders and will
be retired when the note is paid."
About AccessKey IP, Inc.
AccessKey IP, Inc. is a developer of cutting-edge technologies and
best-of-breed products tailored to address the market
opportunities created by the explosive growth of digital
communications, entertainment-related services and specific
consumer electronics platforms. AccessKey IP's AccessKey(TM)
products, powered by the Company's patented technology, provide
complete access to the coveted "Triple Play" Set Top Box (voice,
video and data) and "Quadruple Play" Set Top Box (voice, video,
data and wireless) offerings of cable, telecom, satellite and
broadband service providers. The Company's AccessKey Home(TM) and
portable flash drive-sized AccessKey PC(TM) allow subscribers to
"channel surf" streaming "HD Quality" television content (IPtv),
navigate the internet, watch Video on Demand (VOD) offerings, play
video or internet-based games, listen to music, make phone calls
(VoIP), video conference, run a full array of computing
applications, securely store data and more, all from a single
device and provider network. Its wholly owned subsidiary
TeknoCreations was founded to participate in the explosive growth
of Consumer Electronics. TeknoCreations designs high quality
products with attractive pricing to enhance the consumer's
favorite electronics products and the expanding security needs of
corporate America.
ACCURIDE CORP: Gets Court Final Approval of $50MM DIP Financing
---------------------------------------------------------------
Accuride Corporation has received final approval from the U.S.
Bankruptcy Court of its $50 Million debtor-in-possession financing
agreement.
The Court also granted final approval on other motions, including:
-- permitting Accuride to pay certain employee wages, employee
benefits, and reimbursable expenses;
-- authorizing Accuride's use of existing cash management
systems and bank accounts;
-- allowing Accuride to pay certain pre-petition obligations;
-- allowing Accuride to assume the Convertible Notes Commitment
Agreement, associated with the pre-negotiated restructuring
plan; and
-- establishing November 30, 2009, as the bar date for filing
proofs of claim.
The Company also announced that it had scheduled the hearing at
which the Court will consider confirmation of the plan of
reorganization for February 10, 2010.
"We are very pleased with the cooperation of our lenders and
suppliers," stated Jim Woodward, Accuride's Senior Vice President
and Chief Financial Officer. "It has been business as usual for
our customers and employees. Most of our top vendors have
returned to normal trade terms and we especially appreciate those
who never changed. Our cost reduction activities remain on track
and we are seeing the benefit of those improvements. We remain
optimistic that we will emerge quickly as a financially stronger
partner."
On October 8, 2009, Accuride Corporation filed a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy Code
in the District of Delaware. As a result of the restructuring,
the Company expects to eliminate a significant portion of its
existing debt and emerge as a financially stronger company with a
sustainable capital structure.
About Accuride Corporation
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 said it has agreed to a balance sheet restructuring with
the ad hoc committee of holders of its 8-1/2 percent senior
subordinated notes and the steering committee of senior lenders
under its credit agreement. To complete the proposed
restructuring, Accuride's U.S. entities on October 8 filed a
voluntary petition for protection under Chapter 11 of the U.S.
Bankruptcy Code to seek approval of the prepackaged plan of
reorganization (Bankr. D. Del. Case No. 09-13449).
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.
ACCREDITED HOME: Seeks December 31 Extension to File Plan
---------------------------------------------------------
Accredited Home Lenders Holding Co. is asking the Bankruptcy Court
to extend its exclusive period to file a Chapter 11 plan by two
months, until December 31, 2009, Bill Rochelle at Bloomberg News
reported. The Court will consider the request for a third
extension at a hearing on November 24.
Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada. Founded in 1990, the company is headquartered in
San Diego. The Company was acquired by Lone Star Funds for
$300 million in October 2007. Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in
Chapter 11.
Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516). Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel. Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel. Kurtzman Carson Consultants is the Debtors' claims
agent. Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel. Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.
According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.
ALABAMA & DUNLAVY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Alabama & Dunlavy Ltd
aka Flatstone II Ltd
11144 Fuqua St, Suite 200
Houston, TX 77089
Case No.: 09-38463
Chapter 11 Petition Date: November 3, 2009
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Wesley W. Steen
Debtor's Counsel: Justin M. Jackson, Esq.
Jackson Law Firm
1629 Rivery Blvd, Suite 101
Georgetown, TX 78628
Tel: (512) 819-0759
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
ALIXPARTNERS LLP: Moody's Upgrades Corp. Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service upgraded AlixPartners LLP's corporate
family rating and senior secured credit facilities to Ba3 from B1.
The probability-of-default rating was upgraded to B1 from B2. The
upgrade reflects the company's positive organic sales/earnings
growth trends that have translated into ongoing improvements in
credit metrics since its acquisition by Hellman & Friedman LLC in
2006. The upgrade is also supported by Moody's expectations for
improved cash flows as well as a good liquidity profile that is
supported by a large cash balance and significant flexibility
under the financial covenants governing the credit facilities.
The ratings outlook is stable.
These ratings were upgraded:
* Corporate family rating to Ba3 from B1;
* Probability-of-default rating to B1 from B2;
* $50 million senior secured revolving credit facility due 2012 to
Ba3 (LGD32%) from B1 (LGD3, 33%);
* $371 million first lien senior secured term loan due 2013 to Ba3
(LGD32%) from B1 (LGD3, 33%).
The last rating action was on September 14, 2006, when Moody's
assigned a B1 rating to AlixPartners then proposed senior secured
credit facilities, a B1 corporate family rating, and a B2
probability-of-default rating.
Founded in 1981, AlixPartners LLP is a global provider of a broad
range of consulting services.
ALL LAND INVESTMENTS: To Turn Over Property to Lenders
------------------------------------------------------
All Land Investments LLC filed for Chapter 11, listing assets of
$20.2 million and debt totaling $22.8 million in its schedules.
According to Bill Rochelle at Bloomberg News, the Company filed a
Chapter 11 plan proposing to turn property over to secured
lenders. Secured debt is $14.1 million.
Unsecured claims totaling $8.6 million are mostly owing to an
affiliated contractor.
All Land Investments LLC is a homebuilder with 400 lots in
Clayton, Delaware. All Land filed for Chapter 11 on Oct. 29, 2009
(Bankr. D. Del. Case No. 09-13790). Gary F. Seitz, Esq., at Rawle
& Henderson LLP, represents the Debtor in its Chapter 11 effort.
AMBRILIA BIOPHARMA: Won't File Fin'l Statements November 13
-----------------------------------------------------------
Ambrilia Biopharma Inc. on November 3 provided bi-weekly Default
Status Report under National Policy 12-203 - Cease Trade Orders
for Continuous Disclosure Defaults.
On August 11, 2009, Ambrilia announced that the filing of its
interim financial statements, management's discussion and analysis
and related CEO and CFO certifications for the second quarter
ended on June 30, 2009, was being delayed beyond the filing
deadline of August 14, 2009.
Ambrilia also anticipates that the filing of its interim financial
statements, management's discussion and analysis and related CEO
and CFO certifications for the third quarter ended on
September 30, 2009, will be delayed beyond the filing deadline of
November 13, 2009.
Other than the information disclosed, Ambrilia reports that since
its default announcement on August 11, 2009, there have not been
any material changes to the information contained therein; nor any
failure by Ambrilia to fulfill its intentions as stated therein
with respect to satisfying the provisions of the alternative
information guidelines, and there have been no additional defaults
subsequent to such announcement. Further, there have been no
additional material changes respecting Ambrilia and its affairs
since its last bi-weekly Default Status Report dated October 20,
2009. Ambrilia intends to file, if required, its next Default
Status Report by November 17, 2009.
Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the Companies' Creditors Arrangement Act (Canada).
About Ambrilia Biopharma
Ambrilia Biopharma Inc. (CA:AMB) -- http://www.ambrilia.com/-- is
a biotechnology company focused on the discovery and development
of novel treatments for viral diseases and cancer. Ambrilia's
head office, research and development and manufacturing facilities
are located in Montreal.
AMERICAN CAPITAL: Has Agreement on $2.4-Bil. Debt Restructuring
---------------------------------------------------------------
American Capital Ltd. has reached an agreement in principle with a
steering committee of lenders to restructure its revolving line of
credit facility. The Company will be presenting the terms of the
proposed restructuring to all of the lenders in its revolving line
of credit facility and to the holders of its privately placed term
notes and publicly issued bonds for approval. The terms of the
agreement in principle are nonbinding and subject to further
negotiations, various conditions and final agreements. The
Company hopes to complete the restructuring by year end.
"We are pleased to reach this step and believe that the terms
provide a basis for a complete restructuring of our $2.4 billion
of unsecured debt," said Malon Wilkus, American Capital Chairman
and Chief Executive Officer. "Representatives of the holders of
the privately placed term notes and publicly issued bonds
participated with the bank steering committee and its advisors in
certain negotiations with respect to the material terms of the
agreement in principle. While the process is not yet complete, we
are optimistic that it will soon conclude favorably and we can
turn our focus to rebuilding shareholder value."
In addition to the revolving line of credit facility, American
Capital's principal unsecured credit facilities include
$550 million of publicly issued bonds and $390 million in original
principal amount of privately placed term notes. Earlier this
year, American Capital breached certain financial covenants under
each of the facilities, causing events of default.
Material terms of the agreement in principle, assuming a
restructuring of $2.4 billion of unsecured debt, include:
-- Maturity at December 31, 2013
-- Pledge of substantially all the Company's assets as
collateral
-- $450 million principal payment due at closing
-- Current cash on hand is in excess of this amount
-- Annual minimum principal amortization:
-- $250 million in 2010
-- $300 million in 2011
-- $350 million in 2012
-- $300 million in 2013, prior to maturity
-- $750 million balance due at maturity
-- Interest rate to decline as principal is repaid
Outstanding Obligations Pricing
(Thousands)
----------------------- -------
>= $1,700,000 Libor + 9.50%
$1,400,000 >= $1,700,000 Libor + 8.50%
$1,000,000 >= $1,400,000 Libor + 6.50%
< $1,000,000 Libor + 5.50%
-- 2% Libor floor
-- Fees based on outstanding balance
-- 2% at closing
-- 1% at December 31, 2011 and 2012
-- Up to 1% annual fee due if specified higher than
minimum amortization levels are not met
-- Limit cash dividends to no more than minimum legally
required
The Company is filing a term sheet reflecting the agreement in
principle with the Securities and Exchange Commission as part of a
Current Report on Form 8-K.
About American Capital
American Capital Ltd., formerly American Capital Strategies, Ltd.,
is an equity firm and a global asset manager. The Company invests
in private equity, private debt, private real estate investments,
early and late-stage technology investments, special situation
investments and alternative asset funds managed by American
Capital and structured finance investments. It operates in two
segments: investment portfolio and alternative asset management
business. In August 2008, the Company announced that it completed
the sale of Contec Holdings, Ltd. to an affiliate of Bain Capital
Partners, LLC. In March 2009, the Company completed the
acquisition of the shares of its affiliate European Capital
Limited, which it did not already own. In April 2009, the Company
completed the combination of three portfolio companies within its
Financial Services Group to create Core Financial Group, a
diversified commercial finance holding company.
American Capital has $6,628,000,000 in assets against debts of
$4,738,000,000 as of June 30, 2009.
AMERICAN STEAMSHIP: S&P Raises Counterparty Credit Rating to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit and financial strength ratings on American
Steamship Owners Mutual P&I Assn. Inc. to 'BB' from 'BB-'. The
outlook is stable.
"The upgrade reflects American Club's improved risk-based capital
adequacy on a pro forma basis for 2009 as determined by S&P's
capital model," said Standard & Poor's credit analyst Sid Ghosh.
The key factor behind the improvement in capital adequacy was a
significant increase in the Club's statutory surplus to
$48.7 million through June 30, 2009, from $36.5 million as of
year-end 2008. The Club's recent increase in statutory surplus
was enhanced by the improved underwriting and investment results
in the first half of 2009.
Also supporting the rating are the Club's improved underwriting
results in recent years compared with some of its peers, reduced
uncertainty from its pre-1989 asbestos exposures, and its current
membership base being virtually unchanged from a year ago despite
S&P's prior concern that the Club's frequent use of unbudgeted
calls could potentially lead to a large number of member
defections. In addition, the Club's gross tonnage for its
protection and indemnity business increased modestly to about
14 million through September 2009, compared with the expiring
business of 13.4 million GT. Gross tonnage for the freight,
demurrage, and defense business increased to about 10.7 million GT
through September 2009, compared with the expiring business of
9.5 million GT.
ANDERSON HOMES: Wants to Sell Assets & Transfer Liens to Proceeds
-----------------------------------------------------------------
Anderson Homes, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of North Carolina for
permission to:
a. sell certain properties pursuant to Section 363 of the
Bankruptcy Code;
a. transfer all liens, claims or interests of any creditor or
other party-in-interest to the sale proceeds; and
b. pay certain closing costs, including broker's commissions
from the sale proceeds.
In conjunction with the acquisition and development of the sale
properties, the Debtors arranged financing with a number of
lenders, each of whom hold deeds of trust to secure the funds
advanced to complete the improvements. The construction lenders
holding liens on certain sale properties are:
a. Bank of America
b. Capital Bank
c. KeySource Bankruptcy
d. Paragon Commercial Bank
e. RBC Centura Bank
f. Regions Bank
g. Wachovia Bank
Other secured creditors that hold deeds of trust on certain sale
properties are:
a. James D. Goldston and William Goldston
b. Stock Building Supply, Inc.
About Anderson Homes, Inc.
Headquartered in Raleigh, North Carolina, Anderson Homes, Inc., et
al., are engaged in the development, construction and sale of
residential properties in the form of single-family homes,
townhomes and condominiums. Said properties are held for sale to
the public and constitute the Debtors' inventory, which the
Debtors sell in the ordinary course of business. The Debtors own,
construct improvements on, and sell (i) single-family houses and
townhomes in subdivisions known and referred to as Edgewater,
Bridgewater, Bridgewater West, Cobblestone, Haw Village,
Ridgefield, Amberlynn Valley, Cane Creek, Muirfield Village, Pine
Valley, Quail Meadows, Thornton Commons Place, Willow Ridge,
Creekside at Landon Farms, Keystone Crossing, Sterling Ridge,
Jeffries Creek, Briar Chapel, and Villas at Forest Hills, and (ii)
condominiums known as Blount Street Commons.
Anderson Homes and its units filed for Chapter 11 on March 16,
2009 (Bankr. E.D. N.C. Lead Case No. 09-02062). Gerald A.
Jeutter, Jr., Esq., and John A. Northen, Esq., at Northen Blue,
LLP, represent the Debtors in their restructuring effort. At the
time of the filing, Anderson Homes said it had total assets of
$17,190,001 and total debts of $13,742,840.
ASPEN LAND: U.S. Trustee Unable to Appoint Creditors Committee
--------------------------------------------------------------
Charles F. McVay, U.S. Trustee for Region 19 notified the U.S.
Bankruptcy Court for the District of Colorado that it was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Aspen Land Fund II LLC.
The U.S. Trustee said that there were too few unsecured creditors
who are willing to serve on the committee.
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.
AUTOHAUS ACQUISITION: Sale Hearing Scheduled for Nov. 4
-------------------------------------------------------
The Honorable Robert N. Opel, II, has scheduled a hearing on
Nov. 4, 2009, at 11:00 a.m., in Harrisburg to review proposed
procedures for the sale of Three Arrows Enterprises, Inc., and
Autohaus Acquisition, Inc., dba Victory Volkswagen's Volkswagen
Assets Free and Clear of all liens, claims, encumbrances and other
interests.
Three Arrows Enterprises, Inc., dba Black Tie Motor Cars, filed a
chapter 11 petition (Bankr. M.D. Pa. Case No. 09-07161) and
Autohaus Acquisition, Inc., dba Victory Volkswagen filed a Chapter
11 petition (Bankr. M.D. Pa. Case No. 09-07158) on Sept. 16, 2009.
The Debtors are represented by Robert E. Chernicoff, Esq., at
Cunningham and Chernicoff PC in Harrisburg, and estimated their
assets and liabilities at less than $10 million at the time of the
filings.
AVIS BUDGET: Swings to $57 Million Third Quarter 2009 Net Income
----------------------------------------------------------------
Avis Budget Group, Inc., reported revenue of $1.5 billion for its
third quarter ended September 30, 2009, a decrease of 14% versus
third quarter 2008, and pretax income of $83 million. Excluding
restructuring costs, an adverse litigation judgment and a 2008
impairment charge, third quarter EBITDA increased 17% to
$165 million and pretax income increased 17% to $102 million.
Avis reported net income of $57 million for the quarter ended
September 30, 2009, from a net loss of $1.006 billion for the
period ended September 30, 2008. Avis reported a net income of
$2 million for the nine months ended September 30, 2009, from
a net loss of $1.003 billion for the prior period ended
September 30, 2008.
"The operating trends that characterized the second quarter
continued into the third quarter, with strong domestic leisure
pricing, up 13% year-over-year, offsetting soft demand levels.
Domestic pricing increased 9% across the Avis and Budget brands,
reflecting gains in both leisure and commercial segments. We
remained intensely focused on controlling expenses throughout our
operations and have increased our forecast of realized cost
savings for 2009 to $350-400 million," said Ronald L. Nelson, Avis
Budget Group Chairman and Chief Executive Officer.
At September 30, 2009, the Company had $9.96 billion in total
assets against total current liabilities of $858 million, total
liabilities exclusive of liabilities under vehicle programs of
$3.85 billion, and liabilities under vehicle programs of $5.88
billion, resulting in stockholders' equity of $229 million.
"The strength of the used car market definitely provided some wind
at our back during the quarter, allowing us to actively manage the
fleet in concert with demand to optimize pricing. Despite
revenues that were almost $240 million lower than last year, the
combination of strong pricing, cost reduction initiatives and
aggressive fleet management enabled us to deliver strong gains in
EBITDA versus last year's third quarter results," Mr. Nelson said.
(A) Debt Covenant Compliance
As of September 30, 2009, the Company remained in compliance with
its financial covenant requirements under its senior credit
facility. EBITDA for the latest 12 months for covenant purposes
of approximately $177 million exceeded the minimum requirement of
$80 million.
(B) Vehicle Financing
Since June, the Company's Avis Budget Rental Car Funding (AESOP)
LLC subsidiary has completed $2.8 billion of domestic fleet
financing in three separate transactions: in July, Avis completed
an offering of $450 million three-year asset-backed securities; in
early October, Avis closed an additional offering of $450 million
three-year asset-backed securities; and in late October, Avis
completed the renewal of its domestic bank conduit fleet facility,
which will provide $1.95 billion in financing. The transactions
substantially complete its domestic fleet financing requirements
for 2010.
(C) Corporate Financing
In October, the Company completed an offering of $345 million
3.50% Convertible Senior Notes, which mature in 2014.
(D) Fleet Negotiations
The Company has largely completed its agreements with auto
manufacturers for the purchase of model-year 2010 vehicles. Based
on these agreements, the Company expects that no single
manufacturer will account for more than 25% of its U.S. rental car
fleet and that per-unit vehicle costs will be lower for model-year
2010 vehicles compared to the prior model-year's.
(E) Unusual Item
The Company recorded an $18 million charge in its Corporate and
Other segment in third quarter 2009 as a result of a jury verdict
in a breach-of-contract case filed by one of Avis' licensees in
2003 with respect to the company's acquisition of its Budget
vehicle rental business in 2002. Avis believes the verdict is
unsupported by the evidence and will seek to vacate or appeal the
jury's decision.
(F) Carey
The third quarter results include Avis' equity in the results of
Carey International, the international provider of chauffeured
ground transportation services, which declined $4 million year-
over-year due to challenging conditions in the business travel
environment. These results are included in the Corporate and
Other segment.
Outlook
While demand for vehicle rentals appears to have stabilized, the
Company expects the macroeconomic climate will remain challenging
and rental volumes in the fourth quarter will again be lower than
in the comparable 2008 period. Based on rental and reservation
activity to date, the Company expects that favorable year-over-
year pricing comparisons will continue in the fourth quarter. The
Company also expects to keep the size of its rental fleet in line
with rental demand, as it has throughout 2009.
The used car market continued to strengthen over the course of the
third quarter. Avis' domestic fleet costs are now expected to
increase 4-6% on a per-unit basis in 2009, including a modest
year-over-year decrease in fourth quarter 2009. The Company is
continuing its efforts to reduce costs and enhance productivity
through its Performance Excellence initiative and expects the
benefits of this program to exceed $100 million over the course of
2009. Such benefits are expected to be incremental to the more
than $270 million of annual savings generated by the Company's
five-point cost-reduction and efficiency improvement plan and from
cost-reduction actions the Company implemented in third quarter
2008.
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?4847
A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4846
About Avis Budget Group
Avis Budget Group (NYSE: CAR) -- http://www.avisbudgetgroup.com/
-- provides vehicle rental services, with operations in more than
70 countries. Through its Avis and Budget brands, the Company is
a general-use vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics. Avis Budget Group is headquartered
in Parsippany, N.J. and has roughly 24,000 employees.
* * *
As reported by the Troubled Company Reporter on April 30, 2009,
Standard & Poor's Ratings Services assigned a '6' recovery rating
to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured
notes, indicating expectations of negligible (0%-10%) recovery of
principal in the event of a payment default. Avis Budget Car
Rental LLC is a subsidiary of Avis Budget Group Inc.
(CCC+/Developing/--).
BARZEL INDUSTRIES: Court Approves $75MM Sale to Chriscott
---------------------------------------------------------
Chriscott USA Inc. emerged the winning bidder at an auction for
the assets of Barzel Industries Inc. The Bankruptcy Court
approved the sale of the assets for $75 million, which is
$10 million higher than Chriscott's stalking-horse bid.
Chriscott had to sweeten its offer after Lakeside Steel Inc.
submitted a competing bid at the Oct. 28 auction.
The $75 million purchase price includes a $500,000 fund for
creditors, Bill Rochelle at Bloomberg News reported.
About Barzel Industries
Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel. The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.
Barzel recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.
Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.
On the same day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.
Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have an Asset Purchase Agreement with Chriscott USA
Inc. and 4513614 Canada Inc. pursuant to which the Buyer will
purchase substantially all of the assets of the Sellers for
$65.0 million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets. The deal is subject to approval by both U.S. and Canadian
Courts.
BEAR STEARNS FUNDS: Were 'Heavily' Subprime, Jury Told
------------------------------------------------------
Bear Stearns Cos. hedge funds had 10 times more exposure to
subprime-related securities than investors were led to believe,
jurors were told in the fraud trial of the hedge fund managers
Ralph Cioffi and Matthew Tannin, according to a report by
Patricia Hurtado and Thom Weidlich at Bloomberg News.
According to the report, prosecutors displayed brochures and data
given to investors in Messrs. Cioffi and Tannin's hedge funds in
2006 and 2007 that said about 6.2 percent of assets were invested
in "subprime-related mortgage-backed securities."
Shelley Bergman, a former Bear Stearns broker, testified in
federal court in Brooklyn, New York, that after the funds
unraveled in June 2007, the Company issued talking points to Bear
employees, telling them to inform investors the subprime exposure
was actually 60 percent.
"In June we found out that the fund had imploded and that it was
invested heavily in subprime," Mr. Bergman said. "Over 60 percent
was invested in subprime."
Mr. Cioffi, 53, the portfolio manager, and Mr. Tannin, 48, his
chief operating officer, are accused of misleading investors about
the health of the funds, which cost investors $1.6 billion when
they collapsed, prosecutors have told the jury.
The case is U.S. v. Cioffi, 08-CR-00415, U.S. District
Court, Eastern District of New York (Brooklyn).
About Bear Stearns
New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide. The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.
Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors. On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands. Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint provisional liquidators.
BEARINGPOINT INC: Liquidating Plan Confirmation Set for Dec. 17
---------------------------------------------------------------
BearingPoint Inc. has received approval of the disclosure
statement explaining its proposed liquidating Chapter 11 plan,
Bill Rochelle at Bloomberg reported. As a result, BearingPoint
will be able to proceed with the solicitation of votes for, then
seek confirmation of, the Plan. The confirmation hearing is
scheduled for December 17.
The liquidating plan -- which amended the reorganization Plan
filed Feb. 18, 2009 -- calls for secured claims will be paid in
full 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 Feb. 18 plan contemplated a reorganization for BearingPoint.
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
liquidating plan, saying that it "provides the highest and best
recoveries for creditors.
Copies of the Amended Plan and Disclosure Statement are 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.
BIGLER LP: Files for Chapter 11 Protection in Houston
-----------------------------------------------------
Bigler LP filed for Chapter 11 reorganization on Oct. 30 in
Houston (Bankr S.D. Tex. Case No. 09-38188).
The petition listed assets of $233 million against debt totaling
$151 million. Liabilities include $67 million owed to secured
lender Amegy Bank NA, which has a lien on all assets.
Almost $40 million is owed to contractors with liens on the newly
completed plant producing high purity isobutylene, Bill Rochelle
at Bloomberg News said. The plant began operations in April and
stopped production in August due to economic conditions. The plant
was $40 million over budget in construction.
Houston-based Bigler is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.
BILL KOLOVANI: U.S. Trustee Seeks Conversion to Chapter 7
---------------------------------------------------------
Roberta A. DiAngelis, the U.S. Trustee for Region 3, is asking the
U.S. Bankruptcy Court for the Middle District of Pennsylvania to
convert the Chapter 11 case of Bill Kolovani to a liquidation
under Chapter 7. The U.S. Trustee says that Mr. Kolovani has
failed to provide monthly financial reports and pay a quarterly
fee since filing for bankruptcy in June 2009, John Latimer of
LDNews, reports.
A hearing is set for Nov. 23, 2009, to consider the U.S. Trustee's
request to convert the case, Mr. Latimer notes.
Bill Kolovani is a developer in Lebanon.
BON SECOUR PARTNERS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Bon Secour Partners, LLC
3535 Gilespie, #305
Dallas, TX 75219
Case No.: 09-37580
Chapter 11 Petition Date: November 3, 2009
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Barbara J. Houser
Debtor's Counsel: Gerrit M. Pronske, Esq.
Pronske & Patel, P.C.
2200 Ross Avenue, Suite 5350
Dallas, TX 75201
Tel: (214) 658-6500
Fax: (214) 658-6509
Email: gpronske@pronskepatel.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
BRSP LLC: CIT Group Bankruptcy Won't Affect Moody's 'B2' Rating
---------------------------------------------------------------
The B2 rating assigned by Moody's Investors Service to BRSP, LLC's
senior secured term loan is unaffected by the bankruptcy filing
this of CIT Group, Inc., BRSP's indirect parent. The outlook
remains negative.
The last rating action on BRSP was on August 5, 2009 when the
rating was downgraded to B2 and the outlook was revised to
negative.
BRSP's rating was assigned by evaluating factors believed to be
relevant to the credit profile of the issuer. These attributes
were compared against other issuers both within and outside of
BRSP's core peer group and BRSP's rating is believed to be
comparable to ratings assigned to other issuers of similar credit
risk.
BRSP is a single purpose entity indirectly owned by CIT Group,
Inc., that was created solely to finance the acquisition of
certain lessor notes that secure its debt.
BUILDERS FIRSTSOURCE: SCM Balks at Warburg/JLL Recapitalization
---------------------------------------------------------------
Stadium Capital Management, LLC, on October 29, 2009, sent a
letter to the Board of Directors of Builders FirstSource, Inc.,
expressing its continuing concerns with both the recapitalization
recently announced in response to the proposal made by controlling
stockholders, Warburg and JLL, and the ongoing governance of the
Company. In the October Letter, SCM stated that it is
considering, among other things, intervening in a pending
litigation and asserting objections to the potential settlement of
shareholder lawsuits announced.
SCM considers itself the largest unaffiliated shareholders of
Builders FirstSource, with a 14.9% ownership position.
As expressed in the October Letter, SCM's concerns regarding the
Recapitalization and the Company's governance include SCM's belief
that in spite of the various reasons cited in the Company's
October 23 announcement, the Company does not need to effect a
recapitalization now, and certainly not on the terms outlined in
the Recapitalization announcement. SCM continues to be concerned
regarding the unfair terms of the Recapitalization, including a
Rights Offering price at $3.50 per share, which represents a
discount of more than 50% to the average price of the Company's
stock for the 30 days prior to the initial Warburg/JLL
announcement, and the current plan for the proceeds to be used by
the Company to offer to repurchase or redeem the Company's Notes,
which would significantly benefit JLL and Warburg. SCM also
believes that the Recapitalization remains an extraordinary
example of fiduciary conflicts and self-dealing by Warburg and
JLL. SCM continues to be concerned about the extraordinary
conflicts of interest at the Company Board level, and believes
that in order to restore stockholder confidence in the governance
and fiduciary capabilities of the Company's Board, the Board
should be reconfigured to include at least two truly independent
stockholder representatives.
A full-text copy of the October Letter is available at no charge
at http://ResearchArchives.com/t/s?4845
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource (NasdaqGS:
BLDR) -- http://www.bldr.com/-- is a leading supplier and
manufacturer of structural and related building products for
residential new construction. The Company operates in 9 states,
principally in the southern and eastern United States, and has 55
distribution centers and 51 manufacturing facilities, many of
which are located on the same premises as our distribution
facilities. Manufacturing facilities include plants that
manufacture roof and floor trusses, wall panels, stairs, aluminum
and vinyl windows, custom millwork and pre-hung doors. Builders
FirstSource also distributes windows, interior and exterior doors,
dimensional lumber and lumber sheet goods, millwork and other
building products.
The Company has total assets of $457,192,000 against total
liabilities of $405,038,000 as of June 30, 2009.
Builders FirstSource has corporate credit ratings of 'Caa1'
from Moody's Investors Service and 'CCC+' from Standard & Poor's.
BUILDERS FIRSTSOURCE: Seeks Stockholders' OK on Rights Offering
---------------------------------------------------------------
Builders FirstSource, Inc., intends to hold a special meeting of
stockholders to seek votes on these proposals:
(1) to approve the issuance of the Company's common stock in
a rights offering, pursuant to an investment agreement
and to certain holders of the Company's 2012 notes in the
debt exchange; and
(2) to approve an amendment to the Company's 2007 Incentive
Plan to increase the number of shares of common stock
that may be granted pursuant to awards under the 2007
Incentive Plan from 2,500,000 shares to [_____] shares
and re-approve a list of qualified business criteria for
performance-based awards to preserve federal income tax
deductions.
No date has been set yet for the special meeting.
In a letter to shareholders, Paul S. Levy, the Company's Chairman
of the Board, "The severity and duration of the downturn in the
homebuilding industry has presented significant challenges to our
business. Our revenues have declined from approximately
$2.1 billion for the year ended December 31, 2006, to
approximately $1.0 billion for the year ended December 31, 2008,
with further declines in 2009. Despite the efforts of our
management to reduce our costs, our operating results have
continued to deteriorate and our liquidity has decreased and is
becoming constrained. In light of these conditions, our Board of
Directors determined that certain recapitalization transactions,
involving a common stock rights offering and a debt exchange,
would be in the best interests of our Company and its
stockholders."
According to Mr. Levy, the proposed transactions would (i) provide
the Company with significant additional liquidity to fund
operations, (ii) deleverage the balance sheet, and (iii) extend
the maturity of the remaining outstanding indebtedness to provide
the Company with additional time to recover from the current
industry downturn.
Pursuant to the recapitalization transactions, the Company
proposes to:
-- raise up to $205 million of new equity capital by way of a
rights offering to the stockholders to purchase up to
58,571,428 shares of the Company's common stock at a
subscription price of $3.50 per share;
-- conduct a debt exchange in which certain holders of the
Company's outstanding Second Priority Senior Secured
Floating Rate Notes due 2012 will exchange, at par, in
transactions exempt from the registration requirements of
the federal securities laws, their outstanding 2012 notes
for (i) up to $145.0 million aggregate principal amount of
new Second Priority Senior Secured Floating Rate Notes due
2016, (ii) up to $130.0 million in cash from the proceeds
of the rights offering, or (iii) a combination of cash and
2016 notes, and, (iv) to the extent the rights offering is
not fully subscribed, shares of the Company's common
stock; and
-- solicit consents to amend the indenture under which the
2012 notes were issued to eliminate certain restrictive
covenants, conditions to defeasement, and events of
default and to release the liens on the collateral
securing the 2012 notes.
"Our goal with the recapitalization transactions is to improve our
financial flexibility through the rights offering and debt
exchange. Upon completion of the recapitalization transactions,
the Company will receive $75.0 million for general corporate
purposes and to pay the expenses of the recapitalization
transactions, with any remaining proceeds of the rights offering
being used to repurchase a portion of our outstanding 2012 notes
in the debt exchange. We will reduce our outstanding indebtedness
by $130.0 million through the debt exchange," Mr. Levy said.
In connection with the recapitalization transactions, the Company
has entered into an investment agreement with JLL Partners Fund V,
L.P. and Warburg Pincus Private Equity IX, L.P., who collectively
beneficially own roughly 50% of the Company's common stock, before
giving effect to the recapitalization transactions, under which
JLL and Warburg Pincus have severally agreed to purchase from the
Company, at the subscription price, unsubscribed shares of the
Company's common stock such that gross proceeds of the rights
offering will be no less than $75.0 million.
In addition, each of JLL and Warburg Pincus has agreed (i) to
exchange up to $48.909 million aggregate principal amount of 2012
notes indirectly held by it in the debt exchange and (ii) to the
extent gross proceeds of the rights offering are less than $205
million, to exchange such 2012 notes for shares of the Company's
common stock at an exchange price equal to the rights offering
subscription price, subject to proration from the participation of
other holders of 2012 notes who submit for exchange their 2012
notes for shares of the Company's common stock not subscribed for
through the exercise of rights in the rights offering. In
addition, each of JLL and Warburg Pincus has agreed to vote (or
cause to be voted) the shares of common stock owned by them in
favor of the issuance of the Company's common stock in the rights
offering, pursuant to the investment agreement and to certain
holders of the Company's 2012 notes in the debt exchange.
The Company has also entered into a support agreement with certain
holders of outstanding 2012 notes, under which such noteholders
have agreed to exchange their 2012 notes in the debt exchange and
to consent to the proposed amendments to the indenture governing
the 2012 notes.
Pursuant to the support agreement, holders of approximately 75% of
the aggregate principal amount of the Company's outstanding 2012
notes held by holders other than JLL and Warburg Pincus have
agreed to consent to the proposed amendments to the indenture
governing the 2012 notes (which amount satisfies the minimum
consent requirement for effectiveness of the proposed amendments),
and pursuant to the support agreement and investment agreement,
holders of approximately 84% of the aggregate principal amount of
the 2012 notes have agreed to exchange their 2012 notes in the
debt exchange.
A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?4844
Ohio Market
Builders FirstSource, in its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2009, announced its intent to exit the
entire Ohio market in the second quarter of 2009 based upon
several factors including the unfavorable conditions that affect
the industry and a poor competitive position which prevented the
Company from generating profitable results. The cessation of
operations in this market has been treated as a discontinued
operation as it had distinguishable cash flow and operations that
have been eliminated from the Company's ongoing operations.
As a result, the operating results of the Ohio market for the
current and prior years have been aggregated and reclassified as
discontinued operations in the Company's consolidated statements
of operations for the years ended December 31, 2008, 2007 and
2006.
Builders FirstSource is required to reclassify previously reported
prior period financial statements to reflect the discontinued
operations on a basis comparable to the current presentation.
Builders FirstSource said it is required to update the financial
statements included in its Annual Report on Form 10-K for the
year-ended December 31, 2008, to reflect the discontinued
operations and the impact of any financial accounting standards
that were adopted subsequent to the Company's filing date which
required retrospective application.
Builders FirstSource has provided the Securities and Exchange
Commission with certain financial information that has been
revised in advance of the Company's filing a Registration
Statement on Form S-3 in connection with the proposed common stock
rights offering and debt exchange transaction previously announced
on October 23, 2009.
A full-text copy of Selected Financial Data; Management's
Discussion and Analysis of Financial Condition and Results of
Operations; and Financial Statements and Supplementary Data is
available at no charge at http://ResearchArchives.com/t/s?4843
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource (NasdaqGS:
BLDR) -- http://www.bldr.com/-- is a leading supplier and
manufacturer of structural and related building products for
residential new construction. The Company operates in 9 states,
principally in the southern and eastern United States, and has 55
distribution centers and 51 manufacturing facilities, many of
which are located on the same premises as our distribution
facilities. Manufacturing facilities include plants that
manufacture roof and floor trusses, wall panels, stairs, aluminum
and vinyl windows, custom millwork and pre-hung doors. Builders
FirstSource also distributes windows, interior and exterior doors,
dimensional lumber and lumber sheet goods, millwork and other
building products.
The Company has total assets of $457,192,000 against total
liabilities of $405,038,000 as of June 30, 2009.
Builders FirstSource has corporate credit ratings of 'Caa1'
from Moody's Investors Service and 'CCC+' from Standard & Poor's.
CABI DOWNTOWN: Plan Offers to Pay Lenders in Full, in 7 Years
-------------------------------------------------------------
Cabi Downtown LLC, which owns the 49-story Everglades on the Bay
condominium in Miami, has filed a Chapter 11 plan that promises to
pay secured lenders in full over seven years from sales of condo
units, Bloomberg News' Bill Rochelle reported. The Chapter 11
plan offers to pay unsecured creditors $500,000 cash on
confirmation for an estimated 17 percent recovery. Cabi says
there are $4.2 million in general unsecured claims, $6.7 million
owing on mechanics' liens and $50.6 million in deposits claimed by
purchasers.
Cabi filed the Plan to fend off a request by lenders to dismiss
the Chapter 11 case. Bank of America, as lender and agent for the
other secured prepetition lenders, has asked the Bankruptcy Court
to dismiss Chapter 11 case, which was filed the same day BofA
filed for foreclosure on the Company's Everglades on the Bay
project. The lender contends its "collateral remains at risk" and
there is "no realistic hope of reorganizing." A hearing on the
dismissal motion is scheduled for December 2.
Cabi Downtown also notes that an affiliate is offering $2 million
in financing subordinate to the lenders' mortgages. The financing
will fund the Chapter 11 case. The Official Committee of
Unsecured Creditors supports keeping the case in Chapter 11,
Mr. Rochelle said.
About Cabi Downtown
Aventura, Florida-based Cabi Downtown, LLC, operates a real estate
business and owns the 49-story Everglades on the Bay condominium
in Miami. The condominium project has 849 units in two towers,
with 60,000 square feet of retail space. The Company is owed by
GICSA, which says it is the largest and most profitable real
estate developer in Mexico.
The Company filed for Chapter 11 on Aug. 18, 2009 (Bankr. S.D.
Fla. Case No. 09-27168). Mindy A. Mora, Esq., represents the
Debtor in its restructuring efforts. In its petition, the Debtor
listed assets and debts both ranging from US$100,000,001 to
US$500,000,000.
CALIFORNIA COASTAL: Faces Nasdaq Delisting After Ch. 11 Filing
--------------------------------------------------------------
California Coastal Communities, Inc., disclosed that on October
28, 2009, it received a delisting determination letter from the
Nasdaq Stock Market Listing Qualifications Staff indicating the
Staff's decision to delist the Company's common stock from the
Nasdaq Stock Market pursuant to Nasdaq Marketplace Rules 5100,
5110(b) and IM-5101-1. The determination was made following the
Company's recent filing of a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code pursuant to which
the Company is seeking to extend the maturity dates and change the
repayment schedules for its approximately $182 million of
Brightwater credit facilities in order to repay the debt in full
in 2013 based on currently expected home sales over the next four
years.
The delisting determination letter further advised the Company
that trading of its common stock will be suspended at the opening
of business on November 6, 2009, unless it requests a hearing
before a Nasdaq Listing Qualifications Hearing Panel to appeal the
proposed delisting. The company is evaluating whether to request
a hearing with the Panel to appeal the proposed delisting, or to
not appeal the Staff's decision and allow its common stock to be
delisted. If the common stock is delisted, the Company expects
that it will not be immediately eligible to trade over the OTC
Bulletin Board or in the "Pink Sheets," however, the common stock
may become eligible for such trading if a market maker makes
application to quote the common stock in accordance with
Securities and Exchange Commission Rule 15c2-11, and such
application is cleared.
About California Coastal
California Coastal Communities, Inc., is a residential land
development and homebuilding company operating in Southern
California. The company's principal subsidiaries are Hearthside
Homes which is a homebuilding company, and Signal Landmark which
owns 105 acres on the Bolsa Chica mesa where sales commenced in
August 2007 at the 356-home Brightwater community. Hearthside
Homes has delivered 2,200 homes to families throughout Southern
California since its formation in 1994.
California Coastal Communities filed for Chapter 11 on Oct. 27,
2009 (Bankr. C.D. Calif. Case No. 09-21712). Joshua M. Mester,
Esq., represents the Debtor in its restructuring effort. The
petition says that assets and debts are $100,000,001 to
$500,000,000.
CALIFORNIA COASTAL: Brightwater Project Snags 15 New Sales Orders
-----------------------------------------------------------------
California Coastal Communities, Inc., reports that during the
quarter ended September 30, 2009, its Brightwater project in
Huntington Beach, California, generated 15 net new sales orders
compared with six net new orders in the comparable quarter of
2008, 11 net new orders in the second quarter of 2009 and five net
new orders in the first quarter of 2009.
California Coastal has delivered a total of 70 homes to date, has
17 homes in backlog, 12 inventory homes available for sale, and
257 finished lots. The aggregate sales value of the 17
Brightwater homes in backlog is $20.8 million as of October 26,
2009.
On October 27, 2009, California Coastal and certain of its direct
and indirect wholly owned subsidiaries filed voluntary petitions
for relief under chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the Central District of California.
The Chapter 11 Petitions are being jointly administered under In
re California Coastal Communities, Inc., Case No. 09-21712-TA.
The Debtors continue to operate their businesses and manage their
properties as "debtors in possession" under the jurisdiction of
the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Bankruptcy
Court.
The Chapter 11 Cases constituted events of default, and triggered
repayment obligations of California Coastal and certain of its
subsidiaries, under California Coastal's Senior Secured Revolving
Credit Agreement dated as of September 15, 2006, and its Senior
Secured Term Loan Agreement dated as of September 15, 2006. The
Chapter 11 Cases also constitute termination events with regard to
the forbearance agreements that California Coastal entered into
with its lenders with respect to a $1.7 million principal non-
payment under the Revolving Loan Agreement that was due on
September 30, 2009.
As of October 27, 2009, approximately $82.3 million of principal
and accrued and unpaid interest was outstanding under the
Revolving Loan Agreement, and approximately $100.6 million of
principal and accrued and unpaid interest was outstanding under
the Term Loan Agreement. California Coastal believes that any
efforts to enforce such payment obligations are automatically
stayed as a result of the Chapter 11 Cases and applicable
bankruptcy law.
California Coastal Communities, Inc., (NASDAQ: CALC) is a
residential land development and homebuilding company operating in
Southern California. The Company's principal subsidiaries are
Hearthside Homes which is a homebuilding company, and Signal
Landmark which owns 105 acres on the Bolsa Chica mesa where sales
commenced in August 2007 at the 356-home Brightwater community.
Hearthside Homes has delivered 2,200 homes to families throughout
Southern California since its formation in 1994.
CAPITAL AUTOMOTIVE: S&P Downgrades Corp. Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service lowered the senior secured and corporate
family rating of Capital Automotive LLC to Ba3 from Ba1, and
assigned a B3 rating to the issuer's newly created subordinate
debt. The ratings outlook remains negative. The rating agency
acknowledges Capital Automotive's success in amending and
extending its $2 billion credit agreement, particularly in the
current economic climate. Nonetheless, significant challenges
remain.
Capital Automotive's high leverage (about 10.7x net debt/EBITDA),
consisting almost entirely of secured debt, and the commensurate
lack of unencumbered assets are substantial credit concerns.
Moody's is also concerned that the issuer has very limited
financial flexibility, with no access to public equity and senior
unsecured debt. Asset sales will likely be required to meet near-
term liquidity needs. Moreover, the portfolio is concentrated in
speculative-grade tenants in an industry -- automotive -- which
entails considerable uncertainty. Finally, in contrast to other
types of commercial real estate, there exists little demonstrated
alternative use for properties if they go dark.
Moody's nonetheless believes Capital Automotive retains a number
of important strengths, including consistently high occupancy (99%
to 100%) and solid rent coverage (2x or better). The portfolio
exhibits good diversity, in terms of brands, franchises and
locations. The top tenants on Capital Automotive's roster consist
of the largest dealer groups in the country, which are the most
likely to survive and benefit from industry consolidation. These
dealers are more focused in foreign manufacturers compared to the
more troubled domestic car-makers, and they benefit from multiple
income streams, divided between new and used sales, and repairs
and maintenance. The issuer's pure triple-net model, with little
capex and long-term leases is a strength, in Moody's view.
Furthermore, state franchise and zoning laws create monopolies for
store sites and use.
The negative rating outlook reflects the company's highly-levered
capital structure and very limited financial flexibility, as well
as the financial restrictions of the refinancing and the uncertain
future of the auto industry and the impact on auto dealerships.
A return to a stable ratings outlook would depend upon Capital
Automotive demonstrating sufficient liquidity to support
operations for the next 24 months including paying down the
portion of debt that was not extended as well as scheduled
amortization of the credit facility. The issuer would also need
to maintain steady earnings and fixed charge coverage ratios
consistently above 1.3x, while reducing net debt/EBITDA to 10x.
Moody's would likely lower Capital Automotive's ratings again
should the company experience sustained deterioration in fixed
charge coverage below 1.2x, portfolio rent coverages below 2x or a
decline in leadership causing a 15% decline in EBITDA. Any
unforeseen challenges arising in the automotive industry will also
likely result in downward ratings pressure.
These ratings were lowered and remain on negative:
* Capital Automotive LLC -- Corporate family to Ba3 from Ba1;
senior secured to Ba3 from Ba1.
This new rating was assigned with a negative outlook:
* Capital Automotive LLC -- B3 subordinated.
Moody's last action with respect to Capital Automotive took place
on February 2, 2009, when the ratings were affirmed with a
negative outlook.
Capital Automotive LLC is headquartered in McLean, Virginia, and
is solely focused on providing sale-leaseback capital to the
automotive retail industry. The company has nearly $3.8 billion
invested in over 550 automotive franchise facilities, and over
17.5 million square feet of buildings on more than 3,000 acres in
37 states and Canada.
CAPMARK FINANCIAL: WTC, New Trustee for Notes, Is Not a Creditor
----------------------------------------------------------------
Wilmington Trust has been appointed by the United States Trustee
to serve as a member of the unsecured creditors' committee in the
bankruptcy of Capmark Financial Group Inc., which filed for
Chapter 11 protection on October 25, 2009 in the United States
Bankruptcy Court for the District of Delaware.
Previously Wilmington Trust was named as successor trustee for
holders of approximately $500 million of 6.30% senior notes due
2017. The bankruptcy filing of Capmark Financial poses no credit
or investment risk to Wilmington Trust, nor does it affect
Wilmington Trust's balance sheet. Wilmington Trust is paid a fee
for the services it provides in this case.
Wilmington Trust's CCS business offers institutional trustee,
agency, asset management, retirement plan, and administrative
services for clients worldwide who use capital market financing
structures, as well as those who seek to establish or maintain
nexus, or legal residency, for special purpose entities. Because
Wilmington Trust does not underwrite securities offerings or
provide investment banking services, it is able to deliver
corporate trust services that are conflict-free.
About Wilmington Trust
Wilmington Trust Corporation is a financial services holding
company that provides Regional Banking services throughout the
mid-Atlantic region, Wealth Advisory Services for high-net-worth
clients in 36 countries, and Corporate Client Services for
institutional clients in 88 countries. Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.
Wilmington Trust Corporation and its affiliates have offices in
Arizona, California, Connecticut, Delaware, Florida, Georgia,
Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey,
New York, Pennsylvania, South Carolina, Vermont, the Cayman
Islands, the Channel Islands, London, Dublin, Frankfurt,
Luxembourg, and Amsterdam.
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. Capmark has 1,000 employees located in 37 offices
worldwide.
On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)
Capmark's financial advisors are Lazard Frres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local
counsel. Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor. Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.
Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.
Bankruptcy Creditors' Service, Inc., publishes Capmark Financial
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Capmark Financial Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)
CARBON BEACH PARTNERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Carbon Beach Partners, LLC
5016 Parkway Calabasas
Calabasas, CA 91302
Case No.: 09-24657
Chapter 11 Petition Date: November 3, 2009
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Geraldine Mund
Debtor's Counsel: Anne Wells, Esq.
2463 Ashland Ave
Santa Monica, CA 90405
Tel: (310) 490-0290
Fax: (310) 450-9106
Email: wellsanne@earthlink.net
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
CATHOLIC CHURCH: Pachulski Stang Represents Abuse Claimants
-----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, James I. Stang, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware, informs the U.S. Bankruptcy Court
for the District of Delaware that his firm has been retained as
attorneys for a committee consisting of six survivors of childhood
sexual abuse and plaintiffs in pending state court actions against
the Catholic Diocese of Wilmington, Inc., and for James E.
Sheehan, also an abuse survivor and plaintiff.
Mr. Stang says that the total amounts of the Unofficial Committee
of Abuse Survivors' and Mr. Sheehan's claims are currently
unliquidated. He assures the Court Pachulski Stang does not
possess any claims against or interests in the Diocese.
About Diocese of Wilmington
The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics. The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse. Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.
The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19. There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.
The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC,
is the financial advisor. The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.
(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).
CATHOLIC CHURCH: Wilmington's Motion to Extend Stay to Non-Debtors
------------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., commenced an adversary
proceeding against eight tort claimants, and asked the U.S.
Bankruptcy Court for the District of Delaware to issue an order
extending the automatic stay to certain non-debtors in connection
with several personal injury actions currently pending in the
Superior Court of the State of Delaware for Kent County, or,
alternatively, an order enjoining or restraining the Defendants
from continuing their prosecution of the State Actions.
The Defendants are:
(1) John Doe #1;
(2) John Doe #2;
(3) John Doe #3;
(4) John Doe #4;
(5) John Michael Vai;
(6) Michael Dingle;
(7) Michael Schulte; and
(8) Michael Sowden.
Important Non-Parties
The Diocese discloses certain non-Debtor parties to the adversary
proceeding, which include former bishops and certain parishes.
The Non-Debtor Parties were named in one or more of the State
Actions.
Reverend Monsignor J. Thomas Cini, V.G., is a priest of the
Diocese and the Vicar General of Administration and Moderator of
the Curia for the Diocese. He is an officer of the CDOW and has
been named as a defendant in his individual and official capacity
in the Dingle State Court Action.
St. Elizabeth Roman Catholic Church, St. John the Beloved Roman
Catholic Church, and St. Matthew Roman Catholic Church, are each a
parish of the Diocese and are non-stock member corporations
organized under the state of Delaware's Religious Societies and
Corporations Statute.
Most Reverend Robert E. Mulvee is currently the Bishop Emeritus of
the Diocese of Providence, Rhode Island. He served as the Bishop
of the Diocese of Wilmington from 1985 until 1995.
Most Reverend Michael A. Saltarelli served as the Bishop of the
Diocese of Wilmington from 1995 through his retirement in July
2008. Bishop Saltarelli passed away on October 8, 2009.
Francis G. DeLuca is a former priest of the Diocese, who was
removed from ministry in 1993 and retired at that time. In 2008,
the Vatican granted the Diocese's petition to permanently remove
DeLuca from the priesthood. He is a defendant in seven of the
eight State Actions. He is not named as a defendant in the Dingle
State Court Action, however, even though the basis of Mr. Dingle's
claim is DeLuca's alleged abuse of him.
Diocese and Parishes' Relationship
James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, relates that under Canon Law, the Parishes exist as separate
and distinct from the Diocese and the Catholic Church. He
explains that the secular legal embodiments of the Parishes are
non-stock member corporations formed under Delaware's Religious
Societies and Corporations Statute.
Priests assigned to the Parishes are paid by the Parishes, but are
employees of CDOW, and CDOW is and has been solely responsible for
recruiting, training, assigning, supervising and disciplining
priests as pastors and associate pastors, Mr. Patton tells the
Court. The alleged policies, procedures and practices that
underlie the State Actions, he argues, are the alleged policies,
practices and procedures of CDOW, not the Parishes or other Non-
Debtor Parties.
State Actions Should Be Stayed
The Diocese tells Judge Sontchi that it seeks a Court Order
staying or otherwise enjoining the continued prosecution of the
State Actions to avoid the depletion of estate assets, (ii) avoid
potential collateral estoppel issues, which would force the
Debtor's participation in the actions, and (iii) prevent the
distraction of key personnel from the critical task of
administering and reorganizing the Diocese's bankruptcy estate.
Absent an extension of the stay, or an order otherwise enjoining
the prosecution of the State Actions, the Diocese, its estate and
creditors will suffer real and substantial harm, Mr. Patton
asserts. The State Actions were scheduled for trial in the
Superior Court, the first of which was scheduled to commence on
October 19, 2009.
Mr. Patton argues that, among other things, should the State
Actions be allowed to continue against the Non-Debtor Parties, the
Diocese and its estate will face potential contribution liability,
indemnification obligations and collateral estoppel issues, which
will effectively compel CDOW to monitor and participate in the
numerous trials of the State Actions.
As a result of CDOW's potential contribution and indemnification
obligations, Mr. Patton points out that any monetary awards the
Non-Debtor Parties pay to the Defendants or defense costs incurred
in connection with the State Actions will consume the assets of
the estate to the detriment of other creditors.
About Diocese of Wilmington
The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics. The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse. Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.
The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19. There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.
The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC,
is the financial advisor. The petition says assets range
$50,000,001 to $100,000,000 while debts are between $100,000,001
to $500,000,000.
(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).
CBC FRAMING: Proofs of Claim Must be Filed by Dec. 7, 2009
----------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California has set December 7, 2009, as the deadline for creditors
to file claims against CBC Framing, Inc.'s bankruptcy estate. A
creditor wishing to assert a general, unsecured claim or an
administrative claim, including reclamation claims under 11 U.S.C.
Sec. 503 (b)(9), but not including claims of professionals
retained or to be retained by the estate, must do so by filing a
written Proof of Claim, using the form provided by the Bankruptcy
Court, with the Clerk of the Bankruptcy Court for the Central
District California, San Fernando Valley Division, 21041 Burbank
Blvd., Woodland Hills, California 91367. Additionally, claimants
must serve a copy of the Proof of Claim on Danning, Gill, Diamond
& Kollitz, LLP, 2029 Century Park East, Third Floor, Los Angeles,
California 90067-2904, Attn: Eric P. Israel, counsel for the
Debtor. Failure to timely file a Proof of Claim on or before the
Claims Bar Date may result in disallowance of the claim without
further notice or hearing, unless the creditor files a motion to
allow a late-filed claim on the basis that the failure to file was
the result of excusable neglect. See Bankruptcy Code 502(b)(9) and
Federal Rule of Bankruptcy Procedure 9006(b)(1).
CBC Framing, Inc., sought Chapter 11 protection (Bankr. C.D.
Calif. Case No. 09-20610) on August 18, 2009. Aaron De Leest,
Esq., in Los Angeles, and Eric P. Israel, Esq., at Danning, Gill,
Diamond & Kollitz LLP, represent the Debtor. At the time of the
filing, CBC Framing estimated its assets at $1 million to
$10 million, and its liabilities at $10 million to $50 million.
CHARTER COMMS: Gets Courts' Nod to Assume Leases
------------------------------------------------
Bankruptcy Judge James Peck granted the request of Charter
Communications Inc. and its units to assume all of their
nonresidential real property leases, except for certain rejected
leases.
"The Debtors' payment history and cash on hand constitutes
adequate assurance of future performance under the Unexpired
Leases," Judge Peck noted. "Cure costs will be paid and
administered pursuant to the Cure Procedures set forth in the
Debtors' Plan, of which confirmation is pending," he added.
The Rejected Leases are composed of (i) five unexpired
nonresidential leases, which the Debtors rejected under the
Court's order dated April 15, 2009, and (ii) four unexpired
nonresidential leases that the Debtors will reject pursuant to
Article VII(A) of the Debtors' Plan of Reorganization.
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
avers that the relief sought is precautionary. He notes that the
confirmation of the Debtors' Plan will lead to the proposed
assumption of the Debtors' Unexpired Leases on the Plan's
effective date.
The request proposes to assume the Unexpired Leases pursuant to
the cure procedures in the Plan, to which no party has objected,
Mr. Cieri asserts. To be clear, he says, certain parties have
formally or informally objected to the Debtors' proposed cure
amounts, but not to the actual assumption of the Unexpired Leases,
and the Debtors are actively negotiating to resolve all those
objections.
Because the request is being filed on notice of presentment, if a
properly filed objection is received, the Debtors ask that the
Court enter a bridge order granting the Debtors provisional
authority to assume the Unexpired Leases until a hearing on the
request and all properly filed objections can be held.
The Debtors have prepared and participated in a full confirmation
hearing, which also included review of the Unexpired Leases as
part of a comprehensive effort by their management and
professionals to identify those nonresidential real property
leases that are necessary to the Debtors' ongoing business
operations and which will continue to provide a net benefit to the
Debtors' bankruptcy estates, Mr. Cieri asserts. He points out
that the Debtors have determined the assumption of the Unexpired
Leases is necessary to provide them continued access to and use of
certain premises that are necessary for their operations.
Mr. Cieri further contends that the Debtors will cure defaults
with respect to the Unexpired Leases and have provided adequate
assurance of future performance under the Unexpired Leases.
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.
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on October 15, 2009.
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: Has Until Dec. 15 to Declare Plan Effective
----------------------------------------------------------
Charter Communications, Inc., and its Debtor affiliates must have
their pre-arranged joint plan of reorganization declared effective
by November 12, 2009, according to further amended restructuring
agreements filed before the U.S. Bankruptcy Court for the Southern
District of New York.
The Debtors informed Judge James M. Peck and parties-in-interest
in a notice dated November 2, 2009, that the restructuring
agreements dated February 11, 2009, (i) between certain of the
Debtors and certain unaffiliated holders of CCH I, LLC and CCH II,
LLC note issuances, and (ii) between certain of the Debtors and
Mr. Allen have been amended for the fourth time.
The Fourth Amendment provides that Charter will have to cause the
effective date of the Plan to occur no later than November 12,
2009, provided that if consents, approvals or waivers required to
be obtained from governmental authorities in connection with the
Plan with respect to franchises, licenses and permits covering
areas serving at least 80% of the basic subscribers have not been
obtained by November 12, then Charter will cause the Effective
Date to occur no later than December 15, 2009.
If the Effective Date will not occur by November 12, or by
December 15, the Restructuring Agreement will be terminated.
To recall, Judge Peck approved in a bench ruling on October 15,
2009, the Debtors' Plan to reorganize by reinstating $11.8 billion
in debt. The Plan is premised on a global settlement with Paul G.
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.
Judge Peck is yet to issue an order confirming Charter's Plan.
The Court indicated that it would confirm the Plan and issue a
confirmation order within the next several weeks, Charter
previously disclosed in a statement.
Charter's Plan confirmation hearing commenced July 20, 2009, and
was subsequently adjourned to various dates. Some lenders and
other objecting parties led by JPMorgan Chase Bank, N.A.,
challenged the provisions of the Plan including Mr. Allen's role
in Charter's debt restructuring. According to the objecting
parties, distributions are being provided to Mr. Allen on account
of his equity interests in Charter, in direct violation of the
absolute priority rule.
A full-text copy of the executed version of the Fourth Amendment
to the Restructuring Agreement may be accessed for free at:
http://bankrupt.com/misc/CCI_RestructuringAgreements_110209.pdf
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.
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on October 15, 2009.
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: Statement of Compensation From OCPs for July-Sept
----------------------------------------------------------------
Pursuant to the order authorizing retention of ordinary course
professionals, the Debtors submit with the Court their quarterly
fee statement for the period starting July 1, 2009, through
September 30, 2009:
Aggregate
Professional Amt. Paid Service Provided
------------ --------- ----------------
Alston & Bird, LLP 44,859 Legal - Litigation
Bremer Law, PC 66,696 Legal - General
Brownstein Hyatt & Farber 144,057 Legal - Regulatory
Christian & Barton, LLP 16,260 Legal - Litigation
Fabian & Clendenin 928 Legal - Litigation
Fisher, Sweetbaum & Levin 46,091 Legal - Real Estate
Jenner & Block, LLP 13,301 Legal - General
Littler Mendelson, PC 93,023 Legal - Litigation
Mitchell & Shapiro, LLP 6,937 Legal - Litigation
PricewaterhouseCoopers, LLP 65,738 Property Tax
Quinn Emanuel Urquhart Oliver 70,014 Legal - Litigation
Richards, Layton & Finder PA 787 Legal - Litigation
Shermoen & Jasksa, PLLP 1,284 Legal - Real Estate
Thompson Coburn 297,795 Legal - Litigation
Tueth, Keeney, Cooper, Mohan 2,320 Legal - Litigation
Vinson & Elkins, LLP 1,608 Legal - Litigation
Waller Landsden Dortch & Davis 4,675 Legal - General
Willkie Farr & Gallagher, LLP 34,264 Legal - General
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.
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on October 15, 2009.
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)
CHEMTURA CORP: Creditors Transfer Claims Aggregating $5.2 Mil.
--------------------------------------------------------------
More than 100 entities transferred their claims in Chemtura Corp.'
Chapter 11 cases to Claims Recovery Group LLC, Hain Capital
Holdings Ltd., U.S. Debt Recovery III L.P., ASM Capital L.P.,
Longacre Opportunity Fund L.P., Sierra Liquidity Fund LLC, Fair
Harbor Capital LLC, Creditor Liquidity L.P., Liquidity Solutions,
Inc., and Argo Partners.
A list of the Claim Transfers is available for free at:
http://bankrupt.com/misc/ChemClmTrnsfrs.pdf
About Chemtura Corp.
Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel. The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.
As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.
Bankruptcy Creditors' Service, Inc., publishes Chemtura
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings undertaken by Chemtura Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHEMTURA CORP: Has Nod to Reject 2 Leases With Ashley Conyers
-------------------------------------------------------------
Chemtura Corp. and its units obtained authority to reject two
warehouse leases of Debtor Bio-Lab Inc. with Ashley Conyers LLC:
* The first lease is for warehouse space located in a building
at 1601 Rockdale Industrial Boulevard, in Conyers, Georgia,
or otherwise known as the Conyers 25 Lease; and
* The second lease is for warehouse space located in a
building at 1350 Lester Road, in Conyers, Georgia, or
otherwise known as the Conyers 14 Lease.
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that Bio-Lab's monthly cost under the Conyers 25 Lease is
approximately $128,713. The Conyers 25 Lease is scheduled to
expire on December 31, 2010. Bio-Lab's monthly cost under the
Conyers 14 Lease is approximately $68,797. The Conyers 14 Lease
is scheduled to expire on October 31, 2009.
Mr. Cieri tells the Court that Bio-Lab would like to continue to
use the Conyers Facility as warehouse space and as a distribution
center for its products, but has realized that the terms of the
Leases are burdensome. Specifically, Bio-Lab asserts that the
rent under the Leases is substantially above market as compared
to leases for other similar types of space.
Bio-Lab informs the Court that it has approached Kiser-Harriss
Chemical Distribution Centers, Inc., a third party logistic
provider with whom the Debtors have contracted for similar
services previously, on the possibility of exiting the Leases
under their current terms and conditions and analyze other less
financial burdensome ways to continue using the premises.
Subsequently, Bio-Lab negotiated a third-party provider and
warehouse agreement with Kiser-Harriss, who in turn, negotiated
its own lease for the Conyers Facility.
Mr. Cieri asserts that the third-party arrangement will allow
Bio-Lab to maintain the benefits of using the Conyers Facility at
significant savings compared to the costs of leasing the facility
from the Landlord under the current Leases.
Although the Debtors' deadline to assume or reject the Leases was
set to expire on October 14, 2009 pursuant to Section 365(d)(4)
of the Bankruptcy Code, the Debtors and Ashley Conyers entered
into a stipulation extending the Debtors' time to make that
decision with respect to the Leases through January 10, 2010 in
order to provide the Debtors, Ashley Conyers and Kiser-Harriss
with ample time to negotiate and document a mutually beneficial
third-party provider arrangement, according to Mr. Cieri.
After negotiations between the parties, Kiser-Harriss and Ashley
reached an agreement with respect to a new lease of the Conyers
Facility whereby Kiser-Harriss will become the new lessee of the
Conyers Facility effective as of October 31, 2009, once Bio-Lab's
rejection of the Leases is approved by the Court.
Additionally, Kiser-Harriss and Bio-Lab, in the ordinary course
of business, have entered into a warehouse agreement pursuant to
which Kiser-Harriss will agree to store and handle Bio-Lab's
chemicals and products within the Conyers Facility and to perform
other custody, control and storage services as may be necessary.
Under the arrangement with Kiser-Harriss, Bio-Lab has arranged to
exit the Leases while still using the Conyers Facility as
warehouse space under Kiser-Harriss' management.
As a result of the arrangements, Ashley Conyers has entered into
a stipulation with Bio-Lab pursuant to which Ashley Conyers
agrees to waive its right to assert any claim against Bio-Lab for
damages with respect to future rent otherwise due under and
arising from the rejection of the Leases. Specifically, the
Stipulation provides that (1) Ashley will have no damage claim
whatsoever for future rent arising from the rejection of the
Leases, and (2) Ashley waives any right to raise any claim it may
have had, may have or now has, through the date of the
Stipulation, against Bio-Lab under the Leases. However, Ashley
is permitted to file a proof of claim for unpaid rent and other
amounts due under the Leases as of March 18, 2009.
About Chemtura Corp.
Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel. The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.
As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.
Bankruptcy Creditors' Service, Inc., publishes Chemtura
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings undertaken by Chemtura Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHEMTURA CORP: Proposes Deloitte Fin'l as Accountant
----------------------------------------------------
Chemtura Corp. and its units seek the Court's permission to employ
Deloitte Financial Advisory Services LLP to provide bankruptcy
claims administration and emergence accounting services nunc pro
tunc to September 9, 2009.
Stephen C. Forsyth, the Debtors' executive vice president and
chief financial officer, relates that the Debtors are diligently
working to emerge from Chapter 11 pursuant to a plan of
reorganization. He notes that an important part of developing a
Plan will be understanding and reconciling the thousands of
proofs of claim that the Debtors expect will be filed on or
before the October 30, 2009 Bar Date.
In addition, upon a successful emergence, Mr. Forsyth notes that
the Debtors will be required to record the effects of their Plan
and, if applicable, revalue their assets and liabilities under
fresh-start accounting methods. Accordingly, the Debtors have
determined that it is in the best interests of their estates to
employ Deloitte FAS to assist in these tasks.
Specifically, the Debtors anticipate that Deloitte FAS will
provide these Emergence Accounting Services:
A. Initial Scope
Deloitte FAS will work with the Debtors' management to develop
a project plan and timetable to assist Management with its
oversight of the work effort of various internal and external
parties that are or will be participating in the overall
effort to complete the implementation of Fresh-Start
Accounting. In connection with these efforts, Deloitte FAS
will:
* perform interviews with the Debtors' personnel in various
accounting, financial reporting, tax, systems and other
operational areas, as necessary to address the critical
elements of implementing Fresh-Start Accounting;
* discuss financial reporting requirements and timeframes for
issuance;
* review financial information requirements and discuss with
Management;
* discuss reporting units and legal entity structure;
* consider existing efforts in process or completed in
developing the project plan; and
* assist and advise Management in the drafting of a project
plan to address emergence accounting requirements.
B. Second Phase Scope
Deloitte FAS will provide any or all of these services, as may
be asked by the Debtors and agreed to by Deloitte FAS, upon
completion of the initial scope:
(a) Planning for, determination of, and substantiation of the
Fresh-Start Balance Sheet under Statement of Position 90-
7:
* Assist Management in its development of an
implementation approach for Fresh-Start Accounting,
starting with any necessary training support;
* Advise and provide recommendations to Management in
connection with its determination of POR adjustments
necessary to record the impact of the POR to the
books of entry of the appropriate legal entities;
* Advise Management as it determines the appropriate
recoveries to allowed claimants and the allocation of
resulting gains on extinguishment or other earnings
impacts to separate legal entities within the
Debtors' corporate structure;
* Review the POR and other related documents to
identify and advise Management and provide
recommendations on necessary accounting adjustments
resulting from POR provisions; and
* Advise Management in connection with its estimation
of recoveries to claimants for accrual accounting
purposes, including comparisons with the Debtors'
claims database to estimate liabilities related to
contingent, unliquidated and disputed claims;
* Assist Management in its determination of re-
valuation and other fresh-start adjustments necessary
to comply with the accounting and reporting
requirements of SOP 90-7; and
* Advise Management as it records and substantiates
adjustments necessary to determine the Debtors'
opening fresh-start balance sheet, as applicable,
including preparation of analyses and packaging of
other necessary documentation to support adjustments,
including internal control considerations.
(b) Other Related Advice and Assistance with Accounting and
Financial Reporting:
* Advise Management as it prepares accounting
information and disclosures in support of public or
private financial filings like 10-K or 10-Q's or
lender statements;
* Assist Management with other valuation matters as
necessary for financial reporting disclosures;
* Advise Management as it evaluates existing internal
controls or develops new controls for Fresh-Start
Accounting implementation; and
* Assist Management with its responses to questions or
other requests from the Debtors' external auditors
regarding bankruptcy accounting and reporting
matters.
(c) Application Support
* Assist Management in its preparation and
implementation of the accounting treatments and
systems updates required for Fresh-Start Accounting
implementation as of the fresh-start reporting date.
Application support may include assistance to
Management with the following items as agreed to with
Management: definition of specific processing
requirements; programming specifications; application
configuration and set-up; interface development; data
cleansing and reconciliation; and project management
and administration.
(d) Other Related Services
* Assist Management with its post-emergence accounting,
reporting, valuation or process and systems
implications of a Plan and fresh-start reporting; and
* Assist Management as asked and agreed to by Deloitte
FAS in assessing whether valuation work performed by
others meets the requirements for adopting Fresh-
Start Accounting.
In addition, the Debtors anticipate that Deloitte FAS will
provide these Bankruptcy Claims Administration Services:
(a) Assist Management in creating, populating, and
administering a claims database populated with scheduled
liabilities, which will serve as a management tool to help
coordinate the claim reconciliation process;
(b) Assist Management in merging the official claims agent's
"filed claim" information into Management claims database;
(c) Assist in formatting the scheduled and the official filed
claim information for ease in comparison and evaluation of
the two sets of claim values;
(d) Assist Management in comparing the Debtors' scheduled
claim information to the official filed claim information,
including the preparation of preliminary notes of
observations on the comparison for further review and
completion by Management;
(e) Assist Management in completing the individual claim
packets, including initialing and dating, with
instructions regarding claim status;
(f) Assist Management to update the Debtors' claims database
to incorporate Management's evaluations of individual
claims;
(g) Assist Management to transfer the updated claim
information from Management claims database to formats
prescribed by the Bankruptcy Code, Bankruptcy Rules, or
the Court as a basis for the preparation of draft
amendments to the Schedules of Assets and Liabilities or
draft claim objection exhibits for review by Management
and the Debtors' attorneys;
(h) Upon completion of review, Deloitte FAS will forward
copies of the amended Schedules of Assets and Liability or
claim objection exhibits to the Debtors for certification
and transmission by the Debtors and their attorneys in
connection with their bankruptcy court filings on their
behalf; and
(i) Assist as the Debtors periodically request and provide
copies of "status reports" produced from the claims
database that summarize the Debtors' evaluations of the
claim liabilities, by type and by class.
The Debtors will pay Deloitte FAS on an hourly basis in
accordance with these rates:
Partner/Principal/Director $600 to $725
Senior Manager $480 to $580
Manager $380 to $500
Senior Associate $275 to $375
Associate and Junior Staff $175 to $250
Mr. Forsyth notes that Deloitte FAS has agreed to reduce its fees
incurred solely with respect to the Bankruptcy Claims
Administration Services so that the blended hourly rates for the
services will not exceed $350 per hour.
Kirk Blair, a partner of Deloitte FAS, assures the Court that his
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
Jon Eric Jacks Objects
Jon Eric Jacks, an equity holder of 800,000 shares of Chemtura
Corp. common stock, asks the Court to deny the Deloitte FAS
Application because according to him, it is not "sound business
judgment."
Mr. Jacks notes that Fresh Start accounting is not optional and
the Debtors must show specific necessity as required by Rule 2014
of the Federal Rules of Bankruptcy Procedure. He points out that
(i) a Plan of Reorganization has not been presented or confirmed,
which is a prerequisite of Fresh Start accounting; and (ii) the
valuation of the Debtors' assets is not complete. Therefore, the
liabilities to be incorporated in a revalued balance sheet needed
in Fresh Start Accounting are not complete, he contends.
The Debtors fail miserably in proving the need for any accounting
services related to Fresh Start accounting, Mr. Jacks argues.
The Debtors, he says, simply can offer no proof whatsoever for
the necessity for Fresh Start accounting. "As a matter of fact,
the only qualifier that the Debtors present is 'if applicable',"
he states.
Against this backdrop, it is not sound business to spend
potentially several million dollars on speculation classified as
"maybe," Mr. Jacks asserts.
About Chemtura Corp.
Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel. The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.
As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.
Bankruptcy Creditors' Service, Inc., publishes Chemtura
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings undertaken by Chemtura Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CHEMTURA CORP: Reports $8-Mil. Net Income for Third Quarter
-----------------------------------------------------------
Chemtura Corporation and subsidiaries reported net earnings of
$8 million for the three months ended September 30, 2009, compared
with net earnings of $11 million in the same period of 2008.
Consolidated net sales were $681 million for the third quarter of
2009 or $243 million lower than the third quarter of 2008.
The decrease in revenue was attributable to reduced sales volumes
of $214 million primarily due to impact of the global recession, a
reduction in selling prices of $21 million and unfavorable foreign
currency translation of $8 million. The reduction in volume
impacted all segments.
Gross profit for the third quarter of 2009 was $168 million, a
decrease of $25 million compared with the same quarter last year.
Reorganization items, net, totalled $20 million in the third
quarter of 2009.
For the nine months ended September 30, 2009, the Company incurred
a net loss of $204 million, compared with a net loss of
$283 million in the same period of 2008. Consolidated net sales
were $1.88 billion for the nine month period ended September 30,
2009 or $971 million lower than the same nine month period of
2008.
Gross profit for the nine month period ended September 30, 2009,
was $419 million, a decrease of $206 million compared to the same
nine month period last year.
Reorganization items, net, were $66 million during the nine months
ended September 30, 2009.
During the quarters ended June 30, 2009, and 2008, the Company
updated its long-term financial projections for each of its
businesses. Based upon the indicators within these long-term
projections, the Company performed its step one impairment
analysis for all reporting units carrying goodwill. Based on this
analysis, the Company recorded a goodwill impairment charge for
the Consumer Performance reporting unit of $37 million and
$320 million for the nine months ended September 30, 2009, and
2008, respectively.
In addition, based on the detailed cash flow projections developed
for each component of its reporting segments, the Company reviewed
the recoverability of the long-lived assets of its segments. For
PVC Additives, a component of the Industrial Engineered Products
reporting segment, the Company recorded a pre-tax impairment
charge of $60 million in the second quarter of 2009 to write-down
the value of property, plant and equipment, net by $48 million and
intangible assets, net by $12 million.
The impact of these two impairments totaled $97 million for the
nine months ended September 30, 2009.
Balance Sheets/Total Debt
At September 30, 2009, the Company's consolidated balance sheets
showed $3.12 billion in total assets, $2.78 billion in total
liabilities, and $345 million in shareholders' equity.
The Company's total debt of $1.413 billion as of September 30,
2009, increased slightly as compared with $1.402 billion as of
June 30, 2009. As of September 30, 2009, $1.159 billion of total
debt is classified as liabilities subject to compromise. Cash and
cash equivalents were $228 million as of September 30, 2009
compared with $144 million as of June 30, 2009.
A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?4834
Bankruptcy Proceedings/Going Concern Issues
On August 21, 2009, the Court established October 30, 2009, as the
general deadline for the filing of proofs of claim against the
Debtors' estate.
As provided by the Bankruptcy Code, the Debtors have the exclusive
right to file a plan of reorganization for 120 days after the
petition date. On October 27, 2009, the Bankruptcy Court granted
the Debtors' second request for the extension of their exclusive
right to file a plan until February 11, 2010.
Continuation of the Company as a going concern is contingent upon,
among other things, the Company's and/or Debtors' ability (i) to
comply with the terms and conditions of the DIP credit facility;
(ii) to obtain confirmation of a plan of reorganization under the
Bankruptcy Code; (iii) to return to profitability; (iv) to
generate sufficient cash flow from operations; and (v) to obtain
financing sources to meet the Company's future obligations.
These matters raise substantial doubt about the Company's ability
to continue as a going concern.
About Chemtura Corp.
Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection and pool, spa and home care products. The Company
operates in a wide variety of end-use markets, including
automotive, transportation, construction, packaging, agriculture,
lubricants, plastics for durable and non-durable goods,
electronics, and home pool and spa chemicals.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel. The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.
As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.
Bankruptcy Creditors' Service, Inc., publishes Chemtura
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings undertaken by Chemtura Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
CIT GROUP: Interface Financial Readies Aid for CIT Borrowers
------------------------------------------------------------
The Interface Financial Group disclosed that the company stands
ready to aid businesses who experience loss of funding due to the
CIT Group, Inc. reorganization. CIT provides business loans,
financial services and financing solutions worldwide and is one of
the largest sources for providing working capital to small
business and medium-sized businesses in the United States. The
company announced a prepackaged plan of reorganization on
November 1, 2009 to restructure the Company's debt and streamline
its capital structure. IFG provides short-term financial
resources including single invoice factoring to companies in the
United States, Canada, Australia, New Zealand, and Singapore.
Retail analysts are predicting that customers of CIT, small
retailers and suppliers, could have a difficult time obtaining
financing after the holidays. According to the SCORE association
(http://www.score.org)there are an estimated 29.6 million small
businesses in the United States that employ more than half of the
country's private sector workforce.
"It is small and medium-sized companies that rely on CIT for
short-term financing. We hope that filing for Chapter 11 will
help CIT to go through reorganization quickly so that the company
can continue fueling small businesses with necessary cash flow,"
said George Shapiro, chief executive officer, The Interface
Financial Group, Inc. "In the mean time, IFG is here to provide
short-term solutions to assist those in need of funding."
CIT disclosed that it expects the in-court process to be completed
by the end of the year and none of its operating subsidiaries,
including CIT Bank, its business segments or international
business operations, are part of the filing.
Invoice factoring is not a loan, rather it is the purchase of
financial assets, or receivables, from a factoring company.
Factoring differs from traditional bank loans in that bank loans
involve two parties, while factoring involves three parties. Banks
base their decisions on a company's credit worthiness, whereas
factoring is based on the value of the receivables. With invoice
factoring, there are no minimums, no maximums, no long-term
commitments and no lengthy application process.
Factoring has been around for more than 4,000 years, and today IFG
is finding that single invoice factoring is a popular new tactic
allowing companies to factor one invoice at a time. Invoice
factoring benefits businesses that do not get paid for 30 to 60 or
90 days by advancing up to 90 percent against invoices. IFG looks
at the creditworthiness of the client's customers and can fund
within as little as 24 hours. The company does not expect to buy
100 percent of a company's receivables, and there are no minimum
or maximum sales volume requirements.
Bank loans involve two parties, while invoice factoring involves
three parties, and while banks base their decisions on a company's
credit worthiness, whereas factoring is based on the value of the
receivables. Factoring is not a loan -- it is the purchase of
financial assets, or a company's receivables. IFG looks at the
creditworthiness of a client's customers and once approved, pays
within as little as 24 hours. IFG does not expect to buy 100
percent of a company's receivables, and there are no minimum or
maximum sales volume requirements. IFG's professional rates are
competitive because each client's circumstances vary, which may
have an impact on the fees charged. The program allows choices of
invoices to be factored, enabling customers to retain most of
their money, while spending the minimum fees to guarantee adequate
cash flow.
Factoring starts with due diligence that typically takes one to
two business days, and after this has been completed the client is
at liberty to offer invoices to IFG for purchase. Upon receipt of
invoices, IFG checks the credit of the debtor named on the invoice
and makes sure that the sale represented has been satisfactorily
completed. Once this is done the debtor is advised of the
purchase by IFG and the client receives their funding.
IFG's recent private label factoring products introduced by IFG
include Export Factoring, providing factoring services for
companies who export from the United States and Canada; P.O.
Funding to finance purchase orders when a company receives a
purchase order and needs to purchase supplies to fulfill the
order; and Inventory Financing, a solution promoting a company's
growth by funding then when they must expand and purchase
inventory.
About The Interface Financial
The Interface Financial Group is North America's largest
alternative funding source for small business, providing short-
term financial resources including invoice factoring (invoice
discounting). The company serves clients in more than 30
industries in the United States, Canada, Australia, and New
Zealand, and offers cross-border transaction facilities between
the U.S. and Canada. With more than 140 offices across North
America and over 35 years of experience, IFG provides innovative
invoice factoring solutions by offering short-term working capital
to growing businesses. Single invoice factoring, or spot
factoring, is an extremely fast way to turn receivables into cash.
IFG was founded in 1972 to provide short-term working capital to
help small to medium sized businesses grow. The IFG organization
operates on a local level, providing clients with local knowledge
and experience and business expertise in numerous diverse areas in
addition to accounts receivable factoring, including accounting,
finance, law, marketing and banking.
About CIT Group
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.
CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D.
Del. Case No. 09-16565). Evercore Partners, Morgan Stanley and
FTI Consulting are the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP is legal counsel in connection
with the restructuring plan. Sullivan & Cromwell is legal advisor
to CIT's Board of Directors.
CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure. None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were ncluded
in the filings.
As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.
Bankruptcy Creditors' Service, Inc., publishes CIT Group
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000)
CIT GROUP: Judge Gropper Assigned to Case After Gerber's Recusal
----------------------------------------------------------------
The Chapter 11 cases of CIT Group, Inc., and CIT Group Funding
Company of Delaware LLC are assigned to Judge Allan L. Gropper of
the U.S. Bankruptcy Court for the Southern District of New York.
The Chapter 11 cases were assigned to Judge Gropper after the
recusal of Judge Robert E. Gerber who had been assigned to the
case hours earlier, the Associated Press reported.
A courtroom deputy for Judge Gropper, according to AP, said Judge
Gerber recused himself from the case. The deputy, however, did
not give a reason for the recusal and Judge Gerber's chambers had
no immediate comment, the report said.
Judge Gropper has been a bankruptcy judge since 2000 and has
presided over the Chapter 11 cases of Northwest Airlines Corp,
which later merged with Delta Air Lines Inc., and the current
proceedings for General Growth Properties Inc. Prior to joining
the bench, Judge Gropper was a partner at White & Case, where he
was involved in many of the largest U.S. bankruptcies, including
Federated Department Stores and Texaco.
Judge Gerber is currently handling the Chapter 11 cases of, among
others, General Motors Corporation, now known as Motors
Liquidation LLC, and its debtor affiliates, and Lyondell Chemical
Company and its debtor affiliates.
About CIT Group
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.
CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D.
Del. Case No. 09-16565). Evercore Partners, Morgan Stanley and
FTI Consulting are the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP is legal counsel in connection
with the restructuring plan. Sullivan & Cromwell is legal advisor
to CIT's Board of Directors.
CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure. None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were ncluded
in the filings.
As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.
Bankruptcy Creditors' Service, Inc., publishes CIT Group
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000)
CIT GROUP: Proposes $500 Million of DIP Financing
-------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC,
seek the authorization of Judge Allan L. Gropper of the U.S.
Bankruptcy Court for the Southern District of New York to enter
into a new $500 million secured letter of credit facility to be
extended by the Bank of America, N.A., as issuing bank.
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, relates that prior to the Petition Date, CIT had
access to these L/C facilities, which it used to issue letters of
credit on behalf of their borrowers and drew on in support of
their own general business needs:
* A $750-million standby letter of credit facility extended by
a syndicate of approximately 27 banks, led by JPMorgan Chase
Bank, N.A. As of the Petition Date, the Debtors had drawn
approximately $350 million on the JPM L/C Facility, which is
secured by $100 million in amount of cash collateral. It
expires in May 2010, but most of the letters of credit that
are written under this facility require one-year
commitments. As a result, the JPM L/C Facility is not
sufficient to satisfy CIT's business needs. Furthermore,
the banks that provide the JPM L/C Facility would not allow
CIT to extend the maturity of the facility without first
cash collateralizing all of the outstanding L/Cs.
* Several individual prepetition documentary and commercial
L/Cs and private label L/C facilities that are
collateralized by the assets held in collateral accounts at
certain banks. These L/Cs are not given under a set or
committed capacity, and have not been amenable to rolling or
extending additional capacity to CIT.
* A senior secured term loan facility with Bank of America, as
administrative and collateral Agent, and other lenders, as
amended and restated on July 29, 2009, and as further
amended, for up to $3 billion -- which CIT had drawn in its
entirety as of August 4, 2009. Immediately prior to the
Petition Date, the Senior Credit Facility Agreement was
amended to add a new tranche of multiple-draw senior secured
term loans in an aggregate principal amount equal to up to
$4.5 billion, to be used to effect the restructuring
proposed in these Chapter 11 cases. The Senior Credit
Facility is secured by a perfected lien on substantially all
unencumbered assets of the Senior Credit Facility Borrowers
and Senior Credit Facility Guarantors, other than CIT.
Given the limitations set by the terms of the Prepetition L/C
Facilities, the new L/C Facility backed by BofA would efficiently
fill the voids created by CIT's inability to fully access the
Prepetition L/C Facilities. Thus, the L/C Facility serves an
integral role in the continued operation of CIT's business, Mr.
Galardi tells the Court.
Terms of the BofA L/C Facility
The Borrowers under the L/C Facility are CIT and certain non-
debtor subsidiaries of the Company, which initially will include
(i) CIT Group/Business Credit, Inc., (ii) CIT Group/Commercial
Services, Inc., (iii) CIT Loan Corporation, formerly CIT
Group/Consumer Finance, Inc., (iv) CIT Group/Equipment Financing,
Inc., (v) CIT Healthcare LLC, (vi) CIT Capital USA Inc., and (vii)
CIT Lending Services Corporation.
The Guarantors under the L/C Facility are CIT and all material
current and future domestic wholly-owned subsidiaries of the
Borrowers with the exception of CIT Group Funding Company of
Delaware LLC, CIT Bank and other regulated subsidiaries, special
purpose entities and immaterial subsidiaries. All guarantees will
be guarantees of payment and not of collection.
The salient terms of the L/C Facility are:
(1) Bank of America, as L/C issuer and administrative agent
will provide, for the account of the Borrowers,
$500 million in senior secured credit facility through
standby and documentary letters of credit. Banc of
America Securities, LLC, is the sole lead arranger and
sole book runner under the L/C Facility.
(2) The closing of the L/C Facility is conditioned upon the
Court's entry, and the continued effectiveness of, the
interim order, and the payment of all fees contemplated
by the L/C Agreement.
(3) The commitments with respect to the L/C Facility
will terminate on the date which is 18 months after the
Closing Date, provided that, subject to the written
consent of the Borrowers and the L/C Issuer, on the
date which is three months after the Closing Date and on
each date that is three months thereafter, the
Termination Date may be extended by an additional three
months.
(4) The Letters of Credit may be used solely to support
obligations and commitments of the Borrowers, and will
be issued in favor of third party beneficiaries. The
L/Cs may be issued in U.S. Dollars, Sterling or Euros or
other foreign currencies, including Thai Baht, Hong Kong
Dollars, Canadian Dollars, Mexican Peso and Indian
Rupee, as may reasonably acceptable to the L/C Issuer.
(5) Each Letter of Credit will expire not later than the
earlier of (i) 12 months after its date of issuance and
(ii) the fifth day prior to the Termination Date,
provided that, a Letter of Credit may provide that it
will automatically renew for additional periods subject
to limitations to be set forth in the definitive
documentation.
(6) The L/C Facility will be secured by an exclusive
perfected security interest in U.S. Dollar-denominated
cash to be deposited in deposit accounts controlled by
the Administrative Agent.
(7) The claims of the Administrative Agent under the L/C
Agreement will be allowed superpriority claims pursuant
to Section 364(c)(1) of the Bankruptcy Code.
(8) The issuance, amendment or extension of each Letter of
Credit will be subject to these conditions:
-- absence of a default or event of default;
-- accuracy of all representations and warranties;
-- receipt of an L/C application and other documents
required by the L/C Issuer;
-- the Total Outstandings will not exceed the aggregate
commitments under the L/C Facility;
-- the Credit Parties' compliance with the L/C Facility
terms after giving pro forma effect to the Credit
Extension, and the delivery of any required Eligible
Collateral to any Collateral Account
-- satisfaction of the Collateral Requirement;
-- in the case of a Credit Extension to be denominated
in an Alternative Currency, non-occurrence of any
change in national or international financial,
political or economic conditions or currency exchange
rates or exchange controls;
-- satisfaction of all fees payable in connection with ]
the issuance of the L/Cs; and
-- if the effective date of the Approved Restructuring
Plan will not have occurred, the Interim Order or,
after the Interim Period, the Final Order will not
(i) have been reversed or vacated, (ii) have been
amended, supplemented or otherwise modified without
the prior written consent of the Commitment Parties
and (iii) be stayed at that time.
(9) The Borrowers will reimburse the Issuing Bank for a
drawing under a Letter of Credit. Any payment from the
Collateral will be consistent with the terms of the
Court's interim order or, after the Interim Period, the
final order. The Borrowers will pay interest to the L/C
Issuer on the amount of each drawing until reimbursed.
(10) Significant events of default include (i) an event of
default under the Senior Credit Facility and (ii) an
event of default if any of the Financing Orders will
have been (x) subject to a pending appeal or motion for
leave to appeal, reversed or vacated, (y) amended,
supplemented or otherwise modified without the prior
written consent of the Commitment Parties or (z) stayed.
(11) The automatic stay will be lifted without further Court
order to permit the enforcement of any remedies under
the L/C Facility against CIT, including without
limitation, enforcement against the Cash Collateral.
The Debtors will waive their right to seek surcharge of
the Cash Collateral pursuant to Section 506(c) of the
Bankruptcy Code.
Upon the posting of the Cash Collateral to secure the
obligations of the Borrowers under the L/C Facility, the
liens of the Senior Secured Lenders under the Senior
Credit Facility on the Cash Collateral will be
automatically released and will be of no further force
or effect and upon the release, the L/C Liens will be
the only security interests existing in the Cash
Collateral.
(12) Obligations under the L/C Agreement including, but not
limited to, obligations to provide the Cash Collateral,
will be funded by the non-Debtor Borrowers either
directly or by pass-through of those funds through CIT,
consistent with the Debtors' continued cash management
system.
Fees Payable under the L/C Facility
Pursuant to the terms of the L/C facility, the Borrowers will pay
BofA:
(a) a Commitment Fee to the Administrative Agent of 1.50% per
annum on the Unutilized Exposure under the L/C Facility,
which means the aggregate commitments under the L/C
Facility less the Utilized Exposure;
(b) a Utilization Fee equal to 3.50% per annum on the Utilized
Exposure, which refers to (i) the aggregate undrawn face
amount of Letters of Credit outstanding, plus the
aggregate drawn and unreimbursed amount of L/Cs
outstanding;
(c) a fee of $1,500 for each L/C issued; and
(d) customary administrative, amendment, payment and
negotiation charges.
The Commitment Fee will accrue from the Closing Date to the date
of termination of commitments under the L/C Facility, and will be
payable monthly in arrears and upon termination of the
Commitments. The Utilization Fee, on the other hand, will accrue
from the date of initial issuance of an L/C to the date on which
all L/Cs have expired or been terminated, and will be payable
monthly in arrears and upon termination of the L/C Facility.
During an Event of Default, the Commitment Fee and the Utilization
Fee will be increased by 200 basis points and all other
obligations will accrue interest at a rate equal to the Base Rate,
to be defined as the highest of (a) the BofA prime rate, (b) the
Federal Funds rate plus 0.50% and (c) the Eurocurrency Rate plus
1.00%, plus 200 basis points.
All fees will be calculated on the basis of a year of 360 days and
the actual number of days elapsed.
A full-text copy of the L/C Agreement, substantially in its final
form, is available at no charge at:
http://bankrupt.com/misc/CITDIP_BofALetterofCredit.pdf
According to Mr. Galardi, the terms of the L/C Facility -- which
were negotiated by the parties at arms' length -- represent the
best financing option to support and advance CIT's reorganization
efforts. Accordingly, BofA should be accorded the benefits under
Section 364(e) of Bankruptcy Code, under the L/C Agreement.
The L/C Agreement contemplates modification of the automatic
stay to provide for the automatic vacation of the automatic stay
As contemplated by the L/C Facility, the Debtors ask the Court to
modify the Stay to permit the enforcement of any remedies under
the L/C Facility against CIT including, without limitation,
enforcement against the Cash Collateral consistent with the terms
of the L/C Facility Documents and subject to any notice
requirements set forth therein.
Debtors Need $125 Million on Interim Basis
Mr. Galardi relates that the Debtors require the immediate use of
the L/C Facility to ensure their continued viability. Absent an
immediate postpetition L/C Facility, the Debtors' ability to
preserve the value of their businesses and assets will be
immediately and irreparably jeopardized, resulting in significant
harm to their estate and creditors.
Rule 4001(c) of the Federal Rules of Bankruptcy Procedure provides
that a final hearing on a motion to obtain credit under Section
364 of the Bankruptcy Code may not be commenced earlier than 15
days after service of the request. However, the Court is
empowered to authorize the obtaining of credit to the extent
necessary to avoid immediate and irreparable to the debtor's
estate.
In this light, the Debtors ask the Court to authorize the Debtors,
on an interim basis, to borrow up to $125 million under the L/C
Facility prior to entry of the Final Order.
About CIT Group
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.
CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D.
Del. Case No. 09-16565). Evercore Partners, Morgan Stanley and
FTI Consulting are the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP is legal counsel in connection
with the restructuring plan. Sullivan & Cromwell is legal advisor
to CIT's Board of Directors.
CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure. None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were ncluded
in the filings.
As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.
Bankruptcy Creditors' Service, Inc., publishes CIT Group
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000)
CIT GROUP: Proposes to Honor Federal Reserve Agreement
------------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC
seek the Court's authority to honor a written agreement, dated
August 12, 2009, by and between CIT Group, Inc., and Federal
Reserve Bank of New York.
To the extent applicable to CIT Group, Inc., the Debtors also seek
the Court's authority to abide by orders to cease and desist
issued on July 16, 2009, by each of the Federal Deposit Insurance
Corporation and the Utah Department of Financial Institutions
against CIT Bank, in which CIT Group Inc. holds 100% equity
interest.
Due to CIT Group Inc.'s financial uncertainty and concerns that
the uncertainty may lead to unsafe or unsound banking practices at
CIT Bank, the FDIC and the UDFI monitored CIT Group Inc. and CIT
Bank closely. Upon the financial deterioration of CIT Group
Inc., the Regulators entered into the Written Agreement and the
Cease and Desists Orders with CIT Group Inc. and CIT Bank to
monitor the conditions at CIT Group Inc. and CIT Bank and to limit
certain activities.
Under the terms of the Cease and Desist Orders, the FDIC and the
UDFI have imposed, among other matters, additional restrictions on
CIT Bank's ability to enter into transactions with affiliates and
to make dividend payments. In compliance with the Cease and
Desist Orders, CIT Bank submitted a contingency plan providing for
and ensuring the continuous and satisfactory servicing of all
loans held by CIT Bank, which was accepted as satisfactory by the
FDIC. The Cease and Desist Orders further restrict CIT Bank from
increasing its level of brokered deposits and restricts the
ability of CIT Bank to originate new business.
Under the terms of the Written Agreement, CIT Group Inc. must
provide the Federal Reserve Bank of New York with (i) a corporate
governance plan, focusing on strengthening internal audit, risk
management, and other control functions, (ii) a credit risk
management plan, (iii) a written program to review and revise, as
appropriate, its program for determining, documenting and
recording the allowance for loan and lease losses, (iv) a capital
plan for CIT Group Inc. and CIT Bank, (v) a liquidity plan,
including meeting short term funding needs and longer term funding
needs, without relying on governments programs or Section 23A
waivers, and (vi) a business plan for the remainder of 2009 and
2010. The Written Agreement also prevents CIT Group Inc., without
prior approval of the Federal Reserve Bank of New York, from
paying dividends, paying interest on subordinated debt, incurring
or guaranteeing debt outside of the ordinary course of business,
or purchasing or redeeming CIT Group Inc. stock. Under the
Written Agreement, CIT Group Inc. must comply with certain
procedures and restrictions on appointing or changing the
responsibilities of any senior officer or director, restricting
the provision of indemnification to officers and directors, and
restricting the payment of severance to employees.
After the Petition Date, CIT Group Inc. and CIT Bank will be
obligated to continue to meet the requirements of the Written
Agreement with respect to CIT Group Inc. and the Cease and Desist
Orders with respect to CIT Bank, as well other regulatory
obligations imposed on CIT Bank by the FDIC. CIT Group Inc. also
anticipates that, in the event CIT Group Inc. does not comply with
the Written Agreement and CIT Bank does not comply with the
Cease and Desist Orders, the FDIC, the UDFI and the Federal
Reserve Bank of New York will exercise their statutory and
regulatory remedies and rights against CIT Group Inc. and CIT
Bank, potentially resulting in seizure, receivership or
liquidation of CIT Bank, or at least the levying of additional
regulatory enforcement orders against CIT Group Inc. and CIT Bank.
Accordingly, Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, in New York, asserts that adherence to the
Written Agreement, the Cease and Desist Orders and other
regulatory obligations imposed on CIT Bank by the FDIC is critical
to preserve the Debtors' opportunity to realize the fair value of
CIT Bank to maximize recovery to the Debtors' creditors. Failure
to comply would put CIT Bank, a non-debtor in these cases, at risk
of government seizure, liquidation, and/or the appointment of a
receiver, he points out. As a result, any equity value CIT Group
Inc. has in CIT Bank may be permanently lost if compliance does
not continue, he tells the Court.
The Debtors believe that the value of their estate will be
maximized by preserving CIT Bank, preventing the seizure of CIT
Bank stock or assets, and avoiding the liquidation of the stock or
assets at "fire sale" prices. At the same time, the Debtors
recognize the need to maintain a strong relationship with the
FDIC, the Federal Reserve Bank of New York, and the UDFI, Mr.
Galardi states. Therefore, the Debtors seek to reassure the FDIC,
the Federal Reserve Bank of New York, and the UDFI that they
intend to continue to timely satisfy any requirements under the
Written Agreement and the Cease and Desist Orders, and any other
regulatory obligations in a manner consistent with maximizing the
value of their estate.
About CIT Group
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.
CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D.
Del. Case No. 09-16565). Evercore Partners, Morgan Stanley and
FTI Consulting are the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP is legal counsel in connection
with the restructuring plan. Sullivan & Cromwell is legal advisor
to CIT's Board of Directors.
CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure. None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were ncluded
in the filings.
As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.
Bankruptcy Creditors' Service, Inc., publishes CIT Group
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000)
CITIGROUP INC: To Issue 4 Series of Notes; Files Docs with SEC
--------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
documents relating to Citigroup Funding Inc.'s issuance of:
-- 2% Minimum Coupon Principal Protected Notes Based Upon the
Price of Gold Due 2014, $10 per Note
See Issuer Free Writing Prospectus at:
http://ResearchArchives.com/t/s?4835
See Pricing Supplement at:
http://ResearchArchives.com/t/s?4836
-- Equity LinKed Securities, __% Per Annum, Based Upon the
Common Stock of Bank of America Corporation Due 2010,
$10.00 per ELKS
See Offering Summary at:
http://ResearchArchives.com/t/s?4837
-- Upturn Notes Based Upon the MSCI EAFE(R) Index Due 2011,
at $1,000.00 per Note
See Offering Summary at:
http://ResearchArchives.com/t/s?4838
-- Upturn Notes Based Upon the S&P BRIC 40(R) Index Due 2011,
$1,000.00 per Note
See Issuer Free Writing Prospectus at:
http://ResearchArchives.com/t/s?4839
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.
COACHMEN INDUSTRIES: Completes $20MM Facility with HIG Capital
--------------------------------------------------------------
Coachmen Industries, Inc., and H.I.G. All American, LLC, an
affiliate of H.I.G. Capital, LLC, on October 27, 2009, entered
into a Loan Agreement for the provision of up to $20 million in
financing for the operational needs of the Company. The Agreement
provides for two financing pieces, both of which are secured by
liens on all of the Company's assets.
The first, a $10 million convertible note with a two year term,
bears interest at a rate of 20% per annum and interest can be paid
in kind by issuing additional notes. The convertible note is not
prepayable by the Company. The convertible note allows HIG to
convert the debt (including PIK interest) into common shares of
the Company's stock at the price of $0.979 per share.
The second, a $10 million revolving line of credit with a two year
term, bears interest at the London Interbank Offered Rate plus 5%
per annum.
The Company also issued to HIG warrants for up to roughly 6.65
million shares of the Company's stock, at an exercise price of
$0.00001 per share, which can only be exercised: (i) if the
Company repays the convertible debt, (ii) HIG converts the
convertible debt into shares of the Company's common stock,; (iii)
if HIG accelerates the debt due to a Company default under the
terms of the Loan Agreement; (iv) upon termination of the
revolving line of credit for any reason; or (v) the expiration of
the two year term of the debt on October 27, 2011.
Both the warrants and the convertible note contain anti-dilution
protection in the event the Company issues shares in excess of
16,289,583. In addition, the convertible note has a price
protection feature that adjusts the conversion price if the 90 day
average price of the Company's common stock falls below $0.979 at
any time prior to April 27, 2010.
The Company also granted HIG certain registration rights with
respect to the shares to be received upon conversion of the
convertible notes or the exercise of the warrants.
As a result of the transactions contemplated by the Loan Agreement
the Company is required to fund its remaining obligations under
its Executive Benefit and Estate Accumulation Plan. The Company
has elected to fund these obligations by issuing a warrant for
3,000,000 shares of common stock in satisfaction of its remaining
funding obligations.
The Loan Agreement requires the Company to fully repay certain
industrial revenue bonds owed to the Rutherford Financing
Authority and the Franklin Development Authority. Upon repayment
of such bonds the Company intends to terminate the letters of
credit supporting them and transfer the excess cash serving as
collateral for such bonds and letters of credit to a bank account
subject to the security interest granted to HIG under the Loan
Agreement.
In connection with the Loan Agreement, the Company surrendered for
cash several life insurance contracts with an aggregate net cash
surrender value of roughly $3.1 million.
The Loan Agreement contains customary representations and
warranties and covenants, including a prohibition on dividends, of
the Company, and provides for the acceleration of the obligations
of the Company upon the occurrence of certain events of default.
HIG also has the ability to acquire a majority of the common
shares of the Company's stock by converting the convertible note
and exercising the warrants. As of the closing of the Loan
Agreement, the convertible note could be converted into roughly
30.8% of the common shares of the Company's stock and the warrants
could be exercised into roughly 20% of the common shares of the
Company's stock. These percentages could increase as a result of
the accrual of PIK interest, the anti-dilution protection
contained in the convertible note and warrant, and the price
protection feature in the convertible note.
Effective October 27, 2009, the Company approved amendments to
Sections 2.3 and Article XII of the Company's Amended Bylaws, to
allow Special Meetings of the Company's shareholders to be called
by any shareholder holding 25% or more of the outstanding shares
entitled to vote on business to be conducted at the Special
Meeting, and to restrict the ability of the Company to amend,
repeal, or alter the Bylaws to diminish or limit the rights of HIG
while the Company remains obligated to HIG.
Additionally, the Bylaws were amended to add new sections 2.16 and
3.13. Section 2.16 exempts the Company from the provisions of the
Control Shares Acquisition Chapter of the Indiana Business
Corporation Law. Section 3.13 provides HIG with the right, while
the Company remains obligated to HIG, to appoint two new directors
to the Company's Board, and those directors shall have the
additional right, in the event of a default under the Loan
Agreement, to appoint one additional director with the power to
vote five director votes, and one additional director who is
independent within the meaning of Item 407(a) of Regulation S-K.
"This culminates almost a year of effort to secure new financing
for the Company and puts to rest any lingering questions about our
Company's financial stability. It enables us to proceed
immediately on two pending major construction projects. In
addition, we can now resume making strategic investments critical
to our future," said President and Chief Executive Officer Rick
Lavers.
"While the capital itself provides us with increased financial
flexibility, equally important is the effect this transaction has
had on our bonding capabilities," Mr. Lavers continued. "With the
assistance of H.I.G. Capital, we have been able to dramatically
reduce the collateralization requirements on bonds necessary to
operate our businesses. This reduction has allowed us to accept a
contract for the long-anticipated second stage of the Ft. Bliss,
Texas barracks project in the amount of $8.1 million, for which we
received a "go forward letter" [last] week. Construction on that
project will start in the fourth quarter of this year. In
addition, we have also received a verbal award based on our RFP
for a major dormitory project of about the same size, which also
requires bonding. But for the support of H.I.G., the Company would
not have been able to move forward on either of these
opportunities."
Coachmen expects that this transaction will also free up millions
of dollars in restricted cash currently pledged to support various
letters of credit. The Company also announced that it has signed a
contract for the sale of its shuttered facility in Zanesville, OH
for $2.9 million. That transaction is scheduled to close October
31, although that closing date may be extended into November.
Matt Sanford and Fabian de Armas, both of H.I.G., will join
Coachmen's Board of Directors, effective immediately.
Mr. Sanford, a Managing Director of H.I.G., said, "We are pleased
to provide the financial support necessary to allow Rick and his
team to pursue their strategic vision for the company less
encumbered by short term liquidity constraints. While it
continues to face extremely tough market conditions in the short-
term, we believe this is a good business with solid long-term
potential."
The $20 million credit line consists of two components, $10
million of convertible debt funded at closing and a $10 million
revolving line of credit to be drawn as business conditions
dictate. Under certain circumstances, HIG may convert the debt
into shares of Company stock, and may also exercise warrants it
will receive in the transaction that in combination could give
them voting control of roughly 51% of the outstanding stock of the
Company. That percentage could increase if the Company either
misses certain performance covenants, or if the Company exercises
its option to pay interest on the debt in additional notes, rather
than cash.
About H.I.G. Capital
H.I.G. Capital -- http://www.higcapital.com/-- is a global
private equity investment firm focused exclusively on the middle
market. It has a broad and flexible capital base and more than
$7.5 billion of equity capital under management. Based in Miami,
and with offices in Atlanta, Boston, New York and San Francisco in
the U.S., as well as affiliate offices in London, Hamburg and
Paris in Europe, H.I.G. specializes in providing capital to small
and medium-sized companies with attractive growth potential.
Since its founding, H.I.G. has invested in and managed more than
200 companies worldwide. The firm's current portfolio includes
companies with combined revenues in excess of $7 billion.
About Coachmen Industries
Coachmen Industries, Inc., (OTC: COHM.PK) is one of America's
premier systems-built construction companies under the ALL
AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R) and MOD-U-
KRAF(R) brands, as well as a manufacturer of specialty vehicles.
* * *
In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.
Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.
COACHMEN INDUSTRIES: Posts $3.89 Million Net Loss for Q3 2009
-------------------------------------------------------------
Coachmen Industries, Inc., narrowed its net loss to $3,895,000 for
the three months ended September 30, 2009, from a net loss of
$14,463,000 for the same period in 2008.
For the nine months ended September 30, 2009, Coachmen swung to
net income of $1,170,000 from a net loss of $16,099,000 for the
same period in 2008.
Coachmen recorded net sales of $16,074,000 for the three months
ended September 30, 2009, from $31,566,000 for the same period a
year ago. Coachmen posted net sales of $45,088,000 for the nine
months ended September 30, 2009, from net sales of $100,738,000
for the same period a year ago.
At September 30, 2009, the Company had total assets of $85,693,000
against $31,552,000 in total liabilities.
"Despite many predictions in the popular and trade press that the
housing market would turn in the second half of this year, through
the third quarter, our Company saw no sales evidence of any
rebound in the housing markets; the beginning of the end of the
slide, a bottoming, perhaps, but no sign of any increase,"
commented Richard M. Lavers, President and Chief Executive
Officer, said in a news statement. "Year-over-year comparisons
were affected by the decrease in sales revenue due to the housing
markets, however, I am very pleased that we generated positive
cash flow from operations of more than $2 million during the third
quarter and that our unrestricted cash balance increased during
the quarter by $1.1 million. In these economic conditions, cash
conservation is critical. We placed a premium on managing our
available resources prudently, and these results attest to those
efforts."
Housing Group President Rick Bedell commented: "The loss generated
by the Housing Group during the quarter is largely attributable to
under-absorption of overhead due to low production levels as a
direct result of continuing market conditions. One of the biggest
challenges in the Housing Group's core business of single-family
homes has been financing for our customers. We have a steady
stream of people who want to buy our homes, but who are unable to
obtain financing because of prevailing credit restrictions. We
also experienced delays in a number of major project contracts
during the third quarter."
Mr. Lavers concluded: "Sales of the Spirit of Mobility buses
produced for our joint venture ARBOC Mobility continue to
increase. However, the rate of increase was slowed by production
issues at General Motors, most notably the plant shutdowns during
the summer months, which delayed 2009 chassis shipments to
September. Despite these challenges, and although the Specialty
Vehicle Group (including the tail of some service parts
operations) reported a slight overall loss for the quarter, this
is the first full quarter that the bus portion of this segment has
reported a profit. We anticipate this upward trend will
continue."
A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?483c
A full-text copy of the Company's update to shareholders is
available at no charge at http://ResearchArchives.com/t/s?483d
About Coachmen Industries
Coachmen Industries, Inc., (OTC: COHM.PK) is one of America's
premier systems-built construction companies under the ALL
AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R) and MOD-U-
KRAF(R) brands, as well as a manufacturer of specialty vehicles.
* * *
In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.
Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.
COACHMEN INDUSTRIES: Unit Inks Real Estate Purchase Deal with Coll
------------------------------------------------------------------
Coachmen Industries, Inc., reports that on October 23, 2009, All
American Homes of Ohio, LLC, a subsidiary of the Company, entered
into a Real Estate Purchase Agreement with Coll Financial
Holdings, LLC, for the sale of a former manufacturing plant used
by the Company, located in Zanesville, Ohio. The terms of the
purchase provide for payment of $2,975,000 in cash, and closing is
scheduled for October 31, 2009, although either party has the
option to postpone the closing date to on or before November 30,
2009 to deal with any obstacle in obtaining financing.
On October 23, 2009, the Company appointed Continental Stock
Transfer & Trust Company, to act as successor Rights Agent under
the Company's Rights Agreement between the Company and First
Chicago Trust Company of New York as Rights Agent, dated as of
January 5, 2000. Continental Stock Transfer & Trust Company
accepted the appointment as successor Rights Agent.
Effective October 26, 2009, the Company entered into an Amended
and Restated Rights Agreement to the Rights Agreement. The Rights
Amendment changed all references in the Rights Agreement to First
Chicago Trust Company of New York to Continental Stock Transfer &
Trust Company. The Rights Amendment also revised the definition
of "Acquiring Person" in Section 1(a) of the Rights Agreement to
specifically exclude HIG as an "Acquiring Person."
About Coachmen Industries
Coachmen Industries, Inc., (OTC: COHM.PK) is one of America's
premier systems-built construction companies under the ALL
AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R) and MOD-U-
KRAF(R) brands, as well as a manufacturer of specialty vehicles.
* * *
In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.
Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.
COEUR D'ALENE: Alaskan Unit Inks $45-Mil. Credit Suisse Term Loan
-----------------------------------------------------------------
Coeur Alaska Inc., a wholly owned subsidiary of Coeur d'Alene
Mines Corporation, on October 27, 2009, entered into a
$45.0 million secured term facility agreement with Credit Suisse
as arranger, security agent, facility agent and hedge provider,
and the lender party thereto.
The Credit Facility has a five-year term. Amounts may be borrowed
under the Credit Facility to finance remaining construction at the
Company's Kensington mine located north of Juneau, Alaska. The
Borrower's obligations under the Credit Facility are secured by
all of the Borrower's assets and the land mineral rights and
infrastructure at the Kensington mine, as well as a pledge of the
shares of the Borrower owned by the Company and are guaranteed by
the Company pursuant to two guarantee agreements also dated
October 27, 2009.
Borrowings under the Credit Facility will bear interest at a rate
equal to LIBOR plus 5.0% per year.
Voluntary prepayments of the loans and voluntary reductions of the
unutilized portion of the commitments under the credit facility
are permissible, subject to certain conditions pertaining to
minimum notice and minimum reduction amounts. In addition,
voluntary prepayments and reductions are subject to payment of
customary break costs. The Credit Facility requires the Borrower
to establish accounts for loan disbursements, a debt service
reserve, and project proceeds. The Borrower has pledged each of
these accounts to Credit Suisse under account pledge agreements.
In addition, pursuant to the Credit Facility, the Borrower has
entered into a hedging arrangement with Credit Suisse designed to
reduce cash flow volatility in the event of fluctuations in the
price of gold.
The Credit Facility contains affirmative and negative covenants
that the Company believes are usual and customary for secured
project finance facilities, including financial covenants that the
Borrower's debt to equity ratio shall not exceed 40% and that the
ratio of project cash flow to debt service shall be at least 125%.
Project covenants include covenants as to progress reports,
performance of sales contracts, maintenance and management.
The negative covenants include limitations (each of which is
subject to customary exceptions for financings of this type) on
the Borrower's ability to grant liens, enter into mergers, pay
dividends or other distributions or incur additional debt.
The Credit Facility also contains customary events of default
(subject to grace periods and exceptions).
Under the Guarantees, the Company guarantees the Borrower's
liabilities under the Credit Facility and provides separate
guarantees of up to $65.7 million in capital expenditures related
to construction and $5.0 million in cost overruns.
A full-text copy of the Term Facility Agreement, dated October 27,
2009, among Coeur Alaska Inc. as Borrower, Credit Suisse as
Arranger, Security Agent, Facility Agent and Hedge Provider and
the lender party thereto, is available at no charge at:
http://ResearchArchives.com/t/s?484d
A full-text copy of the Guarantee and Indemnity, dated October 27,
2009, between Coeur d'Alene Mines Corporation as Guarantor and
Credit Suisse as Security Agent, is available at no charge at:
http://ResearchArchives.com/t/s?484e
A full-text copy of the Capital Expenditure and Cost Overrun
Guarantee and Indemnity, dated October 27, 2009, among Coeur
d'Alene Mines Corporation as Guarantor, Coeur Alaska Inc. as
Borrower, and Credit Suisse as Security Agent, is available at no
charge at http://ResearchArchives.com/t/s?484f
About Coeur d'Alene Mines
Coeur d'Alene Mines Corporation (NYSE:CDE, TSX:CDM, ASX:CXC) is
one of the world's leading silver companies and also a significant
gold producer. Coeur common shares are traded on the New York
Stock Exchange under the symbol CDE, the Toronto Stock Exchange
under the symbol CDM, and its CHESS Depositary Interests are
traded on the Australian Securities Exchange under symbol CXC.
As of June 30, 2009, the Company had $3.05 billion in total
assets and $924.8 million in total liabilities, resulting in
$1.95 billion in stockholders' equity. Coeur d'Alene Mines had
$402.2 million in accumulated deficit as of June 30, 2009.
As reported by the Troubled Company Reporter on August 11, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Coeur D'Alene Mines to 'B-' from 'CCC' and raised the
ratings on the company's $180 million senior unsecured notes due
2024 ($106 million outstanding) and $230 million senior unsecured
notes due 2028 ($150 million outstanding) to 'CCC+' from 'CCC-'.
The recovery rating on the notes remains unchanged at '5'. S&P
removed the corporate credit and issue-level ratings from
CreditWatch, where they were placed with positive implications on
May 18, 2009. The outlook is positive.
COMFORCE CORP: Extends Revolving Credit Facility
------------------------------------------------
COMFORCE Corporation has entered into an amendment of its
revolving credit facility to extend the maturity date from July
2010 to November 2012. PNC Bank is the administrative agent under
this facility.
This credit facility continues to provide for a revolving line of
credit with available borrowings based, generally, on 87.0% of our
eligible accounts receivable. At the Company's request, the
maximum availability under the facility was reduced from $110.0
million to $95.0 million. Reflective of current credit markets,
the interest rate under the facility was increased, and the
company expect its cost of borrowings under the facility to
increase by about 200 to 250 basis points. The company primarily
borrows based upon LIBOR, and its euro loans will be 275 basis
points over LIBOR with a 150 basis point LIBOR floor. In
addition, its letter of credit fees increased from 125 basis
points to 200 basis points and our unused line fees increased from
25 basis points to 37.5 basis points.
John Fanning, Chairman and CEO of COMFORCE commented, "We
appreciate that PNC and the other participating lenders gave us a
vote of confidence by extending our credit facility in a very bad
economy and equally tight lending market. While we are now paying
higher interest than previously, we think our loan terms are very
favorable, particularly in this economic environment."
Mr. Fanning continued, "The confidence our bankers have shown in
our management team validates our business plan and financial
discipline. I commend our management team for their performance
and efforts in obtaining an extension of our credit facility on
these terms."
About COMFORCE
COMFORCE Corporation is a leading provider of outsourced staffing
management services that enable Fortune 1000 companies and other
large employers to consolidate, automate and manage staffing,
compliance and oversight processes for their contingent
workforces.
As of June 28, 2009, the Company had $179.0 million in total
assets; and $182.0 million in total liabilities; resulting in
$2.98 million in stockholders' deficit. The Company had
$66.2 million in accumulated deficit as of June 28, 2009.
COMMONWEALTH CANCER: Blames Slowing Economy for Chapter 11 Filing
-----------------------------------------------------------------
Aaron Kremer of Richmond BizSense.com reports that Commonwealth
Cancer Institute made a voluntary filing under Chapter 11 in the
U.S. Bankruptcy Court in Richmond, citing slowing economy with
patients staying longer without paying and physicians leaving.
Mr. Kremer relates that the Company owes several million dollars
to certain local creditors, including: The local creditors
include: Dr. Moinuddin Ali, $190,000; B. Alexander Consulting,
$6,500; Care on Call, $18,000; Deal & Lachney, $170,000; Dominion
Power, $2,000; Hirschler Fleischer, $1,863; Kleane Kare, $3,673;
Saunders Cary & Patterson, $20,000; Siemens, $327,245; and Dr.
Bernard Sidale, $205,000.
Leslie Saunders of Saunders Cary & Patterson, who did some work
for the Company about six years ago, is listed as an unsecured
creditor. The Company owes $20,000 to Ms. Saunders, Mr. Kremer
says.
Based in Richmond, Commonwealth Cancer Institute operates a
radiology clinic.
COMSTOCK HOMEBUILDING: Executes Loan Modification with Keybank
--------------------------------------------------------------
Comstock Potomac Yard, L.C., Comstock Station View, L.C. and
Comstock Homebuilding Companies, Inc., on October 30, 2009,
entered into a First Amendment to Loan Agreement modifying its
existing loan agreement with KeyBank National Association with
respect to the $22.8 million outstanding principal under the
Borrowers' secured Potomac Yard and Station View project loan.
Comstock Homebuilding said the KeyBank loan modification completes
its efforts to modify all of the secured loans that the Company
has guaranteed.
The key terms of the Modification adjust the interest rate to the
higher of LIBOR plus 5.0% or the prime rate plus 2.0% subject to a
LIBOR floor of 2.0%. In exchange, the Lender has agreed to
increase the cash flow available to the Borrowers from the Potomac
Yard project through adjusted unit release provisions by providing
the Borrowers 15% of the net sales price of sold units on a
retroactive basis for all units settled on and after July 1, 2009.
The unrestricted use by the Borrowers of a portion of the adjusted
unit release proceeds is subject to the occurrence of certain
conditions subsequent, and continued accelerated releases for the
sale of future units is subject to the occurrence of additional
conditions subsequent, including the restructuring of certain of
the Guarantor's unsecured indebtedness and meeting a cumulative
minimum sales requirement of nine units per quarter. Failure to
meet the Modification Covenants will not result in an event of
default but may result in a reversion of the unit release
provisions whereby the Lender will have the right to apply all of
the net sales price of sold units to principal curtailment in
accordance with the original Loan documents.
The Modification reduces the curtailment requirement applicable to
the Station View project; providing for the payment of certain
outstanding unsecured debts of the Company from the sale proceeds
generated through the sale of the Station View land and thereafter
reducing the curtailment requirement from 100% to 85% of the net
sales price generated through the pending sale of the Station View
project land, subject to a minimum release price to be paid to the
Lender.
The Modification modified the release provisions for the Station
View project; allowing for additional monies from the net sales
price of the bulk sale of the Station View project, under contract
on a contingent sale basis, to be made available to the Borrowers
for the repayment of certain select indebtedness of the Borrowers
and Guarantor, subject to a minimum release price to be paid to
the Lender. The Modification also provided that any deficiency
notes evidencing the unsecured indebtedness issued by the Company
in satisfaction of foreclosure deficiencies from other lenders be
fully subordinate to the Loan.
"The agreement reached with Keybank provides us with an immediate
cash infusion and gets us very close to completing our plan for
stabilizing Comstock." said Christopher Clemente, Comstock's
Chairman and Chief Executive Officer. "Sales at the Eclipse
project have improved this year, giving us reason to believe that
the terms of this loan amendment will facilitate ongoing enhanced
cashflow from operations. This will help tremendously in our
effort to position Comstock to rebuild shareholder value. We
expect to report results for the third quarter on or before
November 16, 2009, at which time we believe we will meet the
shareholder equity listing requirement applicable to the Nasdaq
Capital Markets. These recent accomplishments and continuing
signs that the market downturn is easing in the Washington, DC
metropolitan area gives us reason to once again be optimistic
about our future."
Forbearance, Releases from M&T Bank
As reported by the Troubled Company Reporter on October 1, 2009,
Comstock Homebuilding entered a series of agreements with
Manufacturers Traders and Trust Company with respect to two
projects located in Virginia. The projects, Belmont Bay located
in the Belmont Bay community in Woodbridge, Virginia, and Potomac
Square located in the Cascades community in Sterling, Virginia
originally had loans secured by the developments of $17.3 million
originated in October 2006 and $9.2 million originated in July
2004. As a result of the agreements, the Belmont Loan, with a
current balance of $7.0 million will be released in its entirety
and the Cascades Loan, with a current balance of $1.1 million,
will be extended through January 31, 2011.
Under the terms of the agreements, M&T Bank agreed to release the
Company from its obligations and guarantees relating to the
Belmont Loan and the Company agreed to cooperate with M&T Bank
with respect to its foreclosure on the remaining portion of the
Belmont Bay Project which includes 19 partially completed
condominium units and 84 condominium building lots. The Company
also entered into a non-interest bearing subordinated promissory
note in connection with the Belmont Loan in the amount of $496,000
with a three year maturity secured by the Cascades Project.
Further, under the terms of the agreements, M&T Bank agreed to
extend the maturity date of the Cascades Loan by forbearing on
enforcing its rights with respect to collection of the debt until
January 31, 2011. All unpaid interest incurred prior to the
effective date plus a non-refundable $50,000 extension and
forbearance fee shall be added to the current principal amount due
of $1.1 million and shall be due at the new maturity date The
Company also agreed to commence current payment of interest due
M&T Bank related to the current principal balance of the Cascades
Loan. The Cascades Project contains a total of 191 condominium
units with the first phase of the Cascades Project (88 units)
being completed by the Company in 2007.
About Comstock Homebuilding
Established in 1985, Comstock Homebuilding Companies, Inc.
(Nasdaq: CHCI) is a publicly traded, diversified real estate
development firm with a focus on a variety of for-sale residential
products. The company currently actively markets its products
under the Comstock Homes brand in the Washington, D.C. and
Raleigh, N.C. metropolitan areas. Comstock Homebuilding
Companies, Inc. trades on NASDAQ under the symbol CHCI. For more
information on the Company or it projects please visit
http://www.comstockhomebuilding.com/
Comstock Homebuilding had total assets of $105,329,000 against
total debts of $104,904,000 as of June 30, 2009.
CONSECO INC: Files Supplement to Offer to Purchase 3.5% Debentures
------------------------------------------------------------------
Conseco Inc. has filed Amendment No. 2 to its tender offer
statement originally filed on October 15, 2009, as amended by
Amendment No. 1 filed on October 19, 2009.
Amendment No. 2 to the Company's tender offer statement made these
revisions:
-- The first sentence of the third paragraph under the heading
"Important Information" in the Offer to Purchase is deleted in
its entirety and replaced with the following text: "Subject to
applicable law, we reserve the right to (1) extend the Offer;
(2) waive any and all conditions to, or amend, the Offer in
any respect; or (3) terminate the Offer (if any of the
conditions listed in "The Offer-Conditions to the Offer"
occur, or the occurrence thereof has not been waived by us in
our sole discretion)."
-- The first sentence in the row entitled "Extensions; Waivers
and Amendments; Termination" under the heading Summary Term
Sheet is deleted in its entirety and replaced with the
following text: "Subject to applicable law, we reserve the
right to (1) extend the Offer; (2) waive any and all
conditions to, or amend, the Offer in any respect; or (3)
terminate the Offer (if any of the conditions listed in "The
Offer-Conditions to the Offer" occur, or the occurrence
thereof has not been waived by us in our sole discretion)."
-- The Company also amended the Offer to Purchase to insert
certain disclosures about the Company.
Except as specifically provided above, this amendment does not
modify any of the information previously reported in the Schedule
TO.
A full-text copy of the supplement to its offer to purchase, dated
October 30, 2009, is available for free at:
http://researcharchives.com/t/s?4850
As reported in the Troubled Company Reporter on October 19, 2009,
Conseco, Inc. announced on October 15 that it has commenced a cash
tender offer to repurchase any and all of its outstanding 3.50%
Convertible Debentures due September 30, 2035 (CUSIP Nos.
208464BH9 and 208464BG1). As of October 15, there were
$293.0 million aggregate principal amount of Debentures
outstanding.
The tender offer will expire at 12:00 midnight, New York City
time, on November 12, 2009, unless extended or earlier terminated
by Conseco. Tendered Debentures may be withdrawn at any time
prior to the expiration date.
About Conseco Inc.
Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization. CNO focuses on
serving the senior and middle-income markets. The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing. CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.
As of June 30, 2009, the Company had $29.4 billion in total assets
and $27.0 billion in total liabilities
* * *
Moody's Investors Service has affirmed the ratings of Conseco,
Inc. (senior bank facility at Caa1) and its insurance subsidiaries
(insurance financial strength at Ba2) and changed the outlook to
positive from negative.
Standard & Poor's Ratings Services said that it affirmed its 'CCC'
counterparty credit rating on Conseco Inc. and the 'BB-' financial
strength ratings on Conseco's insurance subsidiaries. S&P revised
the outlook to stable from negative.
COYOTES HOCKEY: NHL Buys Franchise for $128.4 Million
-----------------------------------------------------
Judge Redfield T. Baum approved the sale of the Phoenix Coyotes to
the National Hockey League, which had bought the team to quash a
plan by bidder Jim Balsillie's to move the team to Ontario,
Canada.
According to Bloomberg News, the Phoenix Coyotes will be sold to
the league for $128.4 million. According to the report, the price
being paid by the NHL represents $36.3 million already owing to
the league, plus the assumption of $80.7 million in secured claims
and $11.3 million cash going to the seller. In addition, the
league will provide $2 million for professional fees in the
Chapter 11 case.
Bill Rochelle at Bloomberg News relates that as added inducement,
the NHL is buying $11.6 million in unsecured claims, although not
including the claims of the family of Jerry Moyes, the current
majority owner. Still, the league is reducing a guaranty by Moyes
from $30 million to $15 million. If the league resells the team
within two years, the bankrupt estate will receive the net profit.
The NHL also agrees to pay the modified arena lease until June.
The league previously said it hopes to resell the team to an owner
willing to keep the operation in Phoenix.
The sale was approved after Jerry Moyes reached an agreement with
the NHL, according to the Troubled Company Reporter on Oct. 29,
2009. Former coach Wayne Gretzky, who has a US$22.5 million claim
in the case, did not sign the settlement but did not file an
objection.
Under the agreement, secured creditor SOF Investment will be paid
for its $80 million that and the NHL would get the $37 million it
is owed for funding the team since last fall. Between $9 million
and $11 million would be available to be divided between Messrs.
Moyes and Gretzky.
About Coyotes Hockey
Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009. The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.
CRABTREE & EVELYN: Plan Outline Set for Hearing Nov. 19
-------------------------------------------------------
The Bankruptcy Court will convene a hearing on November 19 to
consider whether the disclosure statement explaining the Chapter
11 plan for Crabtree & Evelyn Ltd. contains adequate information
necessary for creditors to make an informed judgment on the Plan.
Crabtree & Evelyn filed a Chapter plan that offers to pay secured
creditors in full and return up to 45 cents on the dollar to
unsecured creditors.
Crabtree said that it is negotiating with its parent for exit
financing sufficient to pay the debtor-in-possession loan that
funded its bankruptcy and to provide working capital once the
Company exits Chapter 11.
Crabtree is targeting a January 14, 2010 confirmation hearing on
the Plan.
Crabtree has closed 30 of its 126 stores as part of its
reorganization.
About Crabtree & Evelyn
Woodstock, Connecticut-based Crabtree & Evelyn, Ltd. --
http://www.crabtree-evelyn.com/-- has evolved from a small,
family-run business, to a company with worldwide manufacturing and
distribution capabilities, worldwide distribution channels and 126
retail locations in the United States, making it well-known and
respected for its English-style elegance. Through a multi-channel
sales strategy, including sales through retail, wholesale, export,
affiliate and internet channels, it manufactures and distributes
its products worldwide.
The Company is a direct, wholly owned subsidiary of Crabtree &
Evelyn Holdings Limited. Crabtree & Evelyn Holdings is a direct,
wholly-owned subsidiary of CE Holdings Ltd., a British Virgin
Islands based investment holding company. CE Holdings is a direct,
wholly-owned subsidiary of KLKOI. KLKOI is a direct, wholly owned
subsidiary of Kuala Lumpur Kepong Berhad, a Malaysian corporation
("KLK"). KLK is a Malaysian public limited liability company, the
stock of which is publicly traded on the Kuala Lumpur stock
exchange.
The Company filed for Chapter 11 on July 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-14267). Lawrence C. Gottlieb, Esq., at Cooley Godward
Kronish LLP, represents the Debtor in its restructuring efforts.
The Debtor has hired employ Clear Thinking Group LLC as financial
advisor; KPMG Corporate Finance LLC as real estate consultant;
Epiq Bankruptcy Solutions LLC as claims agent. The Debtor has
assets and debts both ranging from $10 million to $50 million.
CRYOPORT INC: Restates June 30, 2009 Quarterly Report
-----------------------------------------------------
CryoPort, Inc., on Monday filed with the Securities and Exchange
Commission Amendment No. 1 on Form 10-Q/A to its Quarterly Report
on Form 10-Q for the quarter ended June 30, 2009, originally filed
with the Commission on August 19, 2009, to restate the Company's
consolidated financial statements as of and for the three months
ended June 30, 2009.
The restatement relates to an error in the recording of a journal
entry during the quarter ended June 30, 2009, to reflect principal
conversions of portions of the Company's outstanding convertible
debentures that were originally issued in October 2007.
On October 26, 2009, upon the recommendation of management, the
audit committee of the Company's board of directors authorized the
restatement of the previously-issued financial statements as of
and for the quarter ended June 30, 2009 to correct a journal entry
posting error. The restatement had the overall effect of reducing
the previously reported net income for the quarter by $712,999,
resulting in a net loss, and basic and diluted income per share by
$0.02, resulting in a net loss per share.
Details of the effects of the restatement on the consolidated
balance sheet at June 30, 2009, and the consolidated statement of
operations and consolidated statement of cash flows for the
quarter then ended are presented:
As Originally Filed Restated
------------------- --------
CONSOLIDATED BALANCE SHEET
Current portion of convertible
notes payable and accrued
interest, net of discount of
$3,514,107 (as originally filed)
and $2,801,108 (restated) $1,994,748 2,707,747
Total current liabilities 16,901,954 17,614,953
Total liabilities 18,474,572 19,187,571
Accumulated deficit (39,928,972) (40,641,971)
Total stockholders' deficit (16,598,335) (17,311,334)
CONSOLIDATED STATEMENT OF
OPERATIONS
Interest expense (1,820,198) (2,533,197)
Total other income 1,314,784 601,785
Income (loss) before income taxes 363,276 (349,723)
Net income (loss) 363,276 (349,723)
Net income (loss) per common share
Basic 0.01 (0.01)
Diluted 0.01 (0.01)
Weighted average common
shares outstanding:
Diluted 46,563,395 42,939,649
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows from operating activities
Net income (loss) 363,276 (349,723)
Amortization of debt discount 1,555,691 2,268,690
In addition, the Company revised the data and information in
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" to reflect the effects of the restatement
on the Company's consolidated financial statements.
In connection with the restatement, management has re-evaluated
the Company's disclosure controls and procedures and internal
control over financial reporting as of June 30, 2009, and
concluded at this time that because of the error that resulted in
the restatement, the Company had a material weakness in internal
control over financial reporting and therefore, the Company's
disclosure controls and procedures were not effective as of
June 30, 2009.
As of June 30, 2009, the Company had cash and cash equivalents of
$556,922 and negative working capital of $16,269,521. The
Company's working capital deficit at June 30, 2009, included
$13,664,537 of derivative liabilities, the balance of which
represented the fair value of warrants and embedded conversion
features related to the Company's convertible debentures and were
reclassed from equity during the quarter. As of March 31, 2009,
the Company had cash and cash equivalents of $249,758 and negative
working capital of $3,693,015.
A full-text copy of the restated financials is available at no
charge at http://ResearchArchives.com/t/s?4842
About Cryoport Inc.
Cryoport Inc. provides an innovative cold chain frozen shipping
system dedicated to providing superior, affordable cryogenic
shipping solutions that ensure the safety, status and temperature,
of high value, temperature sensitive materials. Cryoport has
developed a line of cost effective reusable cryogenic transport
containers capable of transporting biological, environmental and
other temperature sensitive materials at temperatures below zero
degrees centigrade. These dry vapor shippers are the first
significant alternative to using dry ice and achieve 10+ day
holding times compared to 1-2 day holding times with dry ice.
The Company has incurred recurring losses and negative cash flows
from operations since inception and has a working capital deficit
of $3,693,015 and a cash and cash equivalents balance of $249,758
at March 31, 2009. Management has estimated that cash on hand,
including cash borrowed under convertible debentures issued in the
first quarter of fiscal 2010, will be sufficient to allow the
Company to continue its operations only into the third quarter of
fiscal 2010. In its June 30, 2009 report, KMJ Corbin & Company
LLP, the Company's outside auditors, said these matters raise
substantial doubt about the Company's ability to continue as a
going concern.
On September 17, 2009, CryoPort entered into an Amendment to
Debentures and Warrants, Agreement and Waiver with Enable Growth
Partners LP, Enable Opportunity Partners LP, Pierce Diversified
Strategy Master Fund LLC, Ena, and BridgePointe Master Find Ltd.,
who are the Holders the Company outstanding Original Issue
Discount 8% Senior Secured Convertible Debentures dated September
27, 2007, and Original Issue Discount 8% Secured Convertible
Debentures dated May 30, 2008, as such Debentures and Warrants
have been amended to date. The effective date of the Amendment
is September 1, 2009.
The purpose of the Amendment was to restructure the Company's
obligations under the outstanding Debentures to reduce the amount
of the required monthly principal payment and temporarily defer
the commencement of monthly principal payments -- which was
scheduled to commence September 1, 2009 -- and ceases the
continuing interest payments for a period time.
DELTA AIR: Objects to 11 EDC Aircraft Claims
--------------------------------------------
Delta Air Lines Inc. and its units ask the Court to expunge Export
Development Canada's Claim Nos. 6606, 6683, 7109, 7107, 6751,
6744, 6882, 7164, 6841, 6844 and 6617 totaling $110,000, which
relate to aircraft bearing FAA Registration Nos. N957CA, N958CA,
N776CA (N597SW), N778CA (N720SW), N767CA (N595SW), N769CA
(N594SW), N759CA (N592SW), N719CA, N987CA and N988CA.
The Debtors maintain that Aircraft Claims represent claims that:
* are subject to the confidential settlement agreement between
Comair and EDC; or
* have been retained by EDC or transferred to the Merrill
Lynch companies -- Global Principal Finance Company LLC and
MCT Leasing, LLC pursuant to a settlement agreement.
Any claim or interest retained by EDC or Merrill Lynch in the
relevant aircraft has been settled pursuant to the EDC Agreement
or the Merrill Agreement, Michael E. Wiles, Esq., at Debevoise &
Plimpton LLP, in New York, explains.
Mr. Wiles elaborates that under each of the Agreements, EDC and
Merrill have each agreed to waive, release, and discharge the
Reorganized Debtors from any additional claims related to the
aircraft.
Accordingly, the Debtors ask Judge Morris to disallow the
Aircraft Claims in light of the Settlements that have already
been finalized.
About Delta Air Lines
With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008. From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year. The merger closed on
October 29, 2008.
Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan. That amended plan took effect May 31, 2007.
Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan. That plan
became effective on April 30, 2007.
(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).
* * *
Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.
Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's. They also continue to
carry 'B2' corporate family ratings from Moody's.
DELTA AIR: Objects to $10 Mil. Class Claim
------------------------------------------
Delta Air Lines Inc. and its units ask Judge Morris not to
exercise its discretion to certify Class Claim No. 5762 for
$10 million, filed by Mary Mallon-Chavez, Sheri Lofgren and
Patricia Ramos-Reede, and purportedly on behalf of a class of
additional unnamed individuals.
The Mallon-Chavez Class Proof of Claim was filed on account of a
putative class action complaint originally filed on April 14,
2004, in the Superior Court of California, County of Los Angeles,
Central Judicial District. The Claimants did not make a motion
for class certification prior to the Petition Date, Timothy E.
Graulich, Esq., at Davis Polk & Wardwell, in New York told the
Court.
The California Complaint alleged that the Claimants, as former
Delta flight attendants, each agreed to enter a voluntary leave
program offered by the Company. They complained that although
they each expected to be rehired at the end of their leave
periods, each of them was furloughed because of their age, and
replaced by younger, less expensive flight attendants. As a
result, the Claimants asserted loss of seniority rights as well
as pay and benefits.
The Claimants further contended that that there is a class of
allegedly similarly situated individuals who are also entitled to
compensation for lost seniority, pay and benefits, which the
Claimants sought as much as $10 million on their behalf.
The Debtors strongly dispute the merits of the Class Claim No.
5762. The Debtors point out that the Claimants have failed to
satisfy both the procedural and the substantive requirements
necessary for a class action to proceed, Mr. Graulich said.
Accordingly, the Debtors believe the Court should deny
certification of the Mallon-Chavez Claim because:
* the Claimants have failed to take any steps beyond the
mere filing of a class proof of claim to certify the class;
* the Claimants have failed to show that the benefits of
efficient adjudication derived from the use of a class claim
are superior to those already in place in a bankruptcy
proceeding, which are designed specifically to provide for
efficient and consistent adjudication of multiple claims
through the claims reconciliation process; and
* certifying the Mallon-Chavez Claim at this late stage in the
Chapter 11 cases would interfere with the administration of
the estate and prejudice the rights of other creditors who
did pursue their claims in a timely manner; and
* the Claimants and their purported class cannot possibly meet
the rigorous standards for certification under Rule 23 of
the Federal Rules of Civil Procedure.
About Delta Air Lines
With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008. From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year. The merger closed on
October 29, 2008.
Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan. That amended plan took effect May 31, 2007.
Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan. That plan
became effective on April 30, 2007.
(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).
* * *
Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.
Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's. They also continue to
carry 'B2' corporate family ratings from Moody's.
EPICEPT CORP: Nasdaq Panel Grants Request for Continued Listing
---------------------------------------------------------------
EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) on
November 3 disclosed that a Nasdaq Hearings Panel has granted the
Company's request for continued listing on The Nasdaq Stock
Market. The Company's continued listing is subject to the
Company's satisfaction of the condition that on or before February
1, 2010, the Company evidence a closing bid price of at least
$1.00 per share for a minimum of ten prior consecutive trading
days (or, under certain circumstances, such longer period as the
Panel may determine).
As previously announced, on August 3, 2009, EpiCept received
notice from Nasdaq that it had not regained compliance with the
minimum bid price requirement and that the Company's securities
were subject to delisting unless it requested a hearing before a
Nasdaq Hearings Panel. The Company requested a hearing and
appeared before the Panel on September 23, 2009. On November 2,
2009, the Panel rendered its determination to continue the
Company's listing.
The Company expects to timely comply with the terms of the Panel's
decision; however, there can be no assurance that the Company will
be able to do so.
About EpiCept Corp.
Based in Tarrytown, New York, EpiCept Corporation (Nasdaq and OMX
Nordic Exchange: EPCT) -- http://www.epicept.com/-- is a
specialty pharmaceutical company focused on the development of
pharmaceutical products for the treatment of cancer and pain. The
company has a portfolio of five product candidates in active
stages of development. It includes an oncology product candidate
submitted for European registration, two oncology compounds, a
pain product candidate for the treatment of peripheral
neuropathies and another pain product candidate for the treatment
of acute back pain. The two wholly owned subsidiaries of the
company are Maxim, based in San Diego, California, and EpiCept
GmbH, based in Munich, Germany, which are engaged in research and
development activities.
Going Concern Doubt
On March 11, 2009, Deloitte & Touche LLP in Stamford, Connecticut
raised substantial doubt about the Company's ability to continue
as a going concern after auditing financial results for the
periods ended December 31, 2008, and 2007. The auditors pointed
to the Company's recurring losses from operations and
stockholders' deficit.
EXCALIBUR MACHINE: Esmark Offers $3.5 Million for Operating Assets
------------------------------------------------------------------
Excalibur Machine Co., Inc., Camelot Consolidated, Inc., and Blade
Transport, Inc., have filed a motion to sell their tangible and
intangible personal property used in connection with the operation
of their on-going business, including but not limited to
machinery, fabrications and equipment, accounts receivable and
inventory, raw material, work in progress and other inventory,
finished inventory, intellectual properties, certain executory
contracts and leases, customer lists, customer relationships,
software and names, together with real property owned by Eric and
Annette Hoover located at 9723 U.S. Highway 322 in Conneaut Lake,
Pa., and real property owned by Hoover Realty Group, LP, located
at 6103 Highway 6, in Linesville, Pa., and at 10730 McHenry Street
in Meadville, Pa., to Esmark, Inc., a Delaware corporation, or its
assigns or nominee for the sum of $3,500,000, plus an additional
$100,000 earmarked for court-approved estate professional fees and
expenses, as more fully described in an Asset Purchase Agreement
dated September 30, 2009.
A hearing to ratify the sale is scheduled for November 13, 2009,
at 2:00 p.m. in Erie, Pa., subject to any higher and better
offers.
Arrangements for inspection of the property prior to the sale
hearing should be made with:
Guy C. Fustine, Esq.
Knox McLaughlin Gornall & Sennett, P.C.
120 West 10th Street
Erie, PA 16501
Telephone: 814-459-2800
E-mail: gfustine@kmgslaw.com
Saegertown, Pennsylvania-based Excalibur Machine, Co., Inc., dba
Core Manufacturing, and its affiliates filed for Chapter 11
bankruptcy protection on January 31, 2009 (Bankr. W.D. Pa. Case
No. 09-10169). Guy C. Fustine, Esq., at Knox McLaughlin Gornall &
Sennett, P.C., assists Excalibur in its restructuring efforts.
Excalibur estimated its assets and liabilities at $1 million to
$10 million when it sought chapter 11 protection.
EXCO RESOURCES: Moody's Upgrades Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service upgraded EXCO Resources, Inc.'s
Corporate Family Rating to B1 from B2, Probability of Default
Rating to B1 from B2, and senior unsecured note rating to B3 (LGD
5; 84%) from Caa1 (LGD 5; 84%). The rating outlook is positive.
The ratings had been under review for upgrade since July 17, 2009.
These rating actions reflect EXCO's completion of its major de-
leveraging program, yielding approximately $2 billion in debt
reduction this year. The executed plan involved major asset sales
whereas the original plan at the time of EXCO's 2005-2008
leveraged acquisitions had involved a major equity issuance
through an initial public offering of master limited partnership
units EXCO had envisioned it would form to hold its acquired
natural gas reserves. As a result, EXCO is smaller and somewhat
less diversified than envisioned. On the other hand, Moody's do
view its continued organization as a C Corporation to be more
credit friendly than if it had formed an MLP.
The positive outlook reflects Moody's view that EXCO's management
strength, reinvestment productivity, production and cost trends,
and leverage policy could warrant an upgrade in twelve to eighteen
months, or sooner should clear strong production growth through
high capital reinvestment efficiency, lower leverage on reserves
and production, and outlook at the time are supportive.
The ratings reflect EXCO's portfolio scale and diversification
after asset sales, reduced leverage, final repayment of short-
dated bullet debt that had been incurred to fund a third quarter
2008 acquisition, sound liquidity, modestly rising production
trend achieved through capital spending largely within cash flow,
strong 2009 and 2010 price hedging protection, and drilling and
development risk and capital spending cost sharing achieved by
forming its Haynesville Shale drilling and development and
midstream joint venture with BG Group PLC. EXCO's pro-forma core
acreage is in the East Texas/North Louisiana region (66% of
reserves), the West Texas Permian Basin (8.3%), including
Haynesville Shale properties that have been robust to date, and
the Appalachian Basin (25%), including EXCO's emerging Marcellus
Shale acreage.
The ratings are restrained by still substantial leverage, a need
to gauge reserve and production replacement capital efficiency by
observing production trends relative to capital outlays (gross of
the BG capital spending carry), production relative to debt
trends; reviewing year-end FAS 69 data; the particularly high
capital intensity associated with sustaining and growing gas shale
production; and caution on the long-term average natural gas
prices. Moody's believe it will not be until natural gas demand
recovers, and a longer track record of aggressive sector drilling
of highly productive but extremely capital intensive gas shales is
observed, that a clearer picture of supportable long-term average
natural gas prices would be at hand. The emergence of EXCO's
Marcellus Shale play as a cost-effective growth engine would be
important added drillbit diversification in support of EXCO's
aggressive growth plans.
EXCO's Haynesville Shale 50/50 drilling and development joint
venture with BG, its $360 million sale of East Texas and
MidContinent reserves to Encore Acquisition, pending $540 million
sale of Oklahoma and shallow Appalachian reserves to Sheridan
Holding Company, and pending $145 million sale of shallow
Appalachian reserves to Enervest have restored EXCO's financial
flexibility during the current downturn and ability to pursue
opportunistic property transactions. BG paid EXCO $655 million
for 50% of EXCO's Haynesville and related East Texas/North
Louisiana upstream producing and non-producing upstream
properties, $249 million for 50% of its associated midstream
pipeline infrastructure, and will fund $400 million of EXCO's
capital spending in the JV by covering 75% of EXCO's share of JV
capital spending until the $400 million obligation is satisfied.
EXCO remains well hedged through 2010, with EXCO estimating that
it will be hedged on approximately two-thirds of its 2010
production at over $8/mcfe. Currently, it is far less hedged for
2011. Given uncertain long-term gas prices, Moody's believe
leverage should continue to decline to be compatible with the next
higher rating. An upgrade would require comfort that leverage
will be reduced further before the hedge portfolio rolls over into
lower prices, and that production, cash flow coverage, and the
price outlook are also supportive of a higher rating.
EXCO's liquidity appears sound. Its hedging program and the BG
capital spending carry indicate that EXCO may generate significant
free cash flow in 2010. Moody's estimate that BG will fund
approximately $240 million of EXCO capex in 2010 and $160 million
in 2011. Furthermore, borrowings under the parent's borrowing
base revolver should be in the $80 million to $100 million range
after the sales to Sheridan and Enervest close, with less than
$490 million borrowed under the subsidiary revolver. The parent
borrowing base after these sales will be $450 million. The
subsidiary's borrowing base is $850 million.
The emergence of EXCO's Haynesville Shale properties as an
important long-term holding and as a partial monetization
candidate contributed to both retaining the ratings pending
execution of the leverage reduction plan and supporting the rating
upgrade.
The last rating action was on July 17, 2009, when EXCO was moved
to a review for upgrade.
EXCO Resources, Inc., is headquartered in Dallas, Texas.
FAIRPOINT COMMS: NYSE Delists Stock Due to Bankruptcy Filing
------------------------------------------------------------
The New York Stock Exchange notified FairPoint Communications,
Inc., on October 26, 2009, that it had determined that the listing
of the Company's common stock, par value $0.01 per share should
be suspended immediately. This decision was reached by the NYSE
in light of the Company's announcement that it and all of its
subsidiaries had filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code.
The last day the FairPoint Common Stock traded on the NYSE was
October 23, 2009.
The Company relates in a filing with the U.S. Securities and
Exchange Commission that it does intend to take any further
action to appeal the NYSE's decision, and therefore it is
expected that the Common Stock will be delisted after the
completion of the NYSE's application to the SEC to delist the
Common Stock.
The Common Stock traded under the symbol "FRCMQ" on the pink
sheets.
About FairPoint Communications
FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services. FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.
Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. D. Del. Case No. 09-16335).
Rothschild Inc. is acting as financial advisor for the Company;
AlixPartners, LLP as the restructuring advisor; and Paul,
Hastings, Janofsky & Walker LLP is the Company's counsel. BMC
Group is claims and notice agent.
As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.
Bankruptcy Creditors' Service, Inc., publishes Fairpoint
Communications Bankruptcy News. The newsletter tracks the Chapter
11 proceedings of Fairpoint Communications Inc. and its debtor-
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
FARM AT WILLOW CREEK: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: The Farm at Willow Creek, LLC
9131 Crosspark Drive, Suite 100
Knoxville, TN 37923
Bankruptcy Case No.: 09-36040
Chapter 11 Petition Date: November 2, 2009
Court: United States Bankruptcy Court
Eastern District of Tennessee (Knoxville)
Judge: Richard Stair Jr.
Debtor's Counsel: Thomas Lynn Tarpy, Esq.
Hagood, Tarpy & Cox PLLC
Suite 2100, Riverview Tower
900 South Gay Street
Knoxville, TN 37902-1537
Tel: (865) 525-7313
Email: ltarpy@htandc.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 $6,703,700,
and total debts of $3,260,202.
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Eric Georgeson, managing member of the
Company.
FIRSTFED FINANCIAL: Posts $46.0 Million Q3 2009 Net Loss
--------------------------------------------------------
FirstFed Financial Corp., parent company of First Federal Bank of
California, announced preliminary results for the third quarter of
2009. Non-performing assets as of September 30, 2009 have dropped
$78.5 million from June 30, 2009. Loans delinquent less than
ninety days at September 30, 2009 have declined to $74.7 million
from their peak of $262.0 million in February of this year. Only
$7.5 million of the shorter term delinquencies as of September 30,
2009 were past due more than 60 days.
The Company has $150.0 million in outstanding unsecured
fixed/floating rate senior debentures on which it has not paid
interest since December 15, 2008. On June 19, 2009, the Company
commenced a cash tender offer and consent solicitation for these
debentures with an offer to pay $200.00 per $1,000.00 principal
amount of securities. As of October 15, 2009, 95% of the
debentures have tendered. The tendered notes are to be paid with
proceeds from additional capital raised by the Company.
The Company's modification program has been very successful in
shoring up both the Bank's loan documentation and reducing the
levels of Option ARM loans. After modification, only 17% of loans
in the total portfolio had low documentation as of September 30,
2009. Non-modified loans originated between 2004 and 2007 yet to
recast were reduced to 22% of the single family loan portfolio at
September 30, 2009.
The net loss of $46.0 million or $3.36 per diluted share of common
stock for the third quarter of 2009 compared to a net loss of
$46.0 million or $3.37 per diluted share of common stock for the
second quarter of 2009 and a net loss of $51.6 million during the
third quarter of 2008. The 2008 third quarter loss was net of a
$27.6 million tax benefit. No such benefit was available during
2009.
The net loss recorded during the third quarter of 2009 was due
primarily to a $70.0 million provision for loan losses relating to
the Bank's single family loan portfolio. The Bank's estimate of
losses on single family loans is based on the continued weakness
in the California real estate market and the increase in
unemployment in California. However, the loan loss provision
decreased compared to the third quarter of last year because fewer
loans are facing payment recast, newly delinquent single family
loans have decreased and slightly greater than half (51%) of the
Bank's non-performing assets have already been adjusted to fair
market value less estimated selling costs.
The Bank reports its risk-based capital ratio was 8.91% at
September 30, 2009, and its core and tangible capital ratios were
4.25%. These capital ratios are below the levels required by the
Bank's federal regulators to be considered "well capitalized".
The Company and the Bank are operating under Amended Orders to
Cease and Desist issued by the Office of Thrift Supervision on
May 28, 2009. Under the terms of the Bank's Order, the Bank was
required to meet and thereafter maintain a minimum Tier 1 Core
Capital ratio of 7% and a minimum Total Risk- Based Capital ratio
of 14% by September 30, 2009.
The Bank failed to meet these required capital ratios, and,
accordingly, as required by the Bank's Order, the Bank submitted
to the OTS a contingency plan to accomplish either a merger of the
Bank with, or an acquisition of the Bank by another federally
insured institution or holding company thereof or a voluntary
liquidation of the Bank. The Bank continues to pursue
alternatives to increase the Bank's capital ratios to preclude the
need to implement the contingency plan.
At September 30, 2009, the Company had consolidated stockholders'
equity of $111.1 million compared to $258.7 million at
December 31, 2008 and $499.2 million at September 30, 2008.
Stockholders' equity decreased from December 31, 2008 to
September 30, 2009, due to a $145.4 million loss recorded during
the nine months ended September 30, 2009.
Total assets decreased to $6.2 billion at September 30, 2009 from
$7.5 billion at December 31, 2008 and $7.4 billion at September
30, 2008 primarily due to loan payoffs and the sale of the Bank's
investment securities and mortgage-backed securities during the
second quarter of 2009. Loan originations decreased to
$108.0 million during the nine months ended September 30, 2009,
from $1.3 billion during the nine months ended September 30, 2008,
given the Bank's curtailment of its lending efforts.
A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?483e
A summary of the Company's monthly financial data and preliminary
quarterly loan portfolio analysis as of and for the period ended
September 30, 2009, is available at no charge at
http://ResearchArchives.com/t/s?483f
First Federal Bank of California operates 39 retail banking
offices in Southern California.
FLEETWOOD ENTERPRISES: Property Turnover Sought
-----------------------------------------------
The official committee of unsecured creditors formed in the
Chapter 11 cases of Fleetwood Enterprises Inc. filed with the U.S.
Bankruptcy Court a motion for turnover of property of the estate,
pursuant to 11 U.S.C. Sec. 542.
According to BankruptcyData, the motion seeks the prompt turnover
from Bank of America, National Association of the Debtors'
postpetition payment of a $2.4 million commitment fee. The
Creditors Committee says that the payment to BoA was made to the
detriment of the Debtors' unsecured creditors and provided no
discernible benefit to the Debtors' estates. It added that the
Commitment Fee is not entitled to administrative expense priority
under 11 U.S.C. Sec. 503(b)(1)(A).
Founded in 1950, Fleetwood Enterprises, Inc. (NASDAQ: FLE) and its
various subsidiaries produce, distribute, and service recreational
vehicles and manufactured housing. Fleetwood employed 2,100
people in 14 plants located in 10 states.
Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254). Craig
Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher
LLP, represent the Debtors in their restructuring efforts. FTI
Consulting Inc. is the financial advisors to the Debtors. The
Debtors tapped Greenhill & Co.. LLC as its investment banker.
Fleetwood was authorized in June to sell its recreational vehicle
business for $53 million to private-equity investor American
Industrial Partners.
FORD MOTOR: S&P Raises Corporate Credit Ratings to 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit ratings on Ford Motor Co. and Ford Motor Credit
Co. LLC to 'B-' from 'CCC+', as well as the counterparty credit
rating on FCE Bank PLC, Ford Credit's European bank, to 'B' from
'B-', maintaining the one-notch rating differential between FCE
and its parent. The rating outlook on all entities is stable.
"The upgrades reflect, among other factors, Ford's announcement of
better-than-expected third-quarter results, including a return to
positive free operating cash flow in its global automotive
operations," said Standard & Poor's credit analyst Robert Schulz.
"We have taken into account business risk considerations,
including nascent signs of the market's improved perception of
Ford's vehicles and its efforts to broaden its lineup of smaller,
more fuel-efficient vehicles over the next few years," he
continued.
The upgrades also reflect Ford's announcement that it plans to
seek an extension of its $10.7 billion revolving credit facility
to late 2013 from late 2011, which may include a reduction in the
amount outstanding by up to 25%. Taken together, S&P believes
these developments reduce the risk of Ford's liquidity falling
below dangerously low levels in the next few years. However, S&P
believes demand in automotive markets will remain weak in 2010;
S&P expects Ford's financial results to remain highly sensitive to
future industry sales, actions by competitors, and other factors
beyond its direct control.
In its third quarter, the automaker reported $1.8 billion in
operating-related cash flow from its global automotive operations,
excluding the effect of upfront subvention payments to Ford Motor
Credit Co. LLC. This is in contrast to the $3.6 billion in cash
that Ford used in the first six months of 2009 and a staggering
$16.6 billion in all of 2008.
Ford also reported positive consolidated pretax profits (excluding
special items) of $1.1 billion in the third quarter, its first
profitable quarter on a pretax basis since the first quarter of
2008. In the most recent quarter, Ford was profitable in both its
automotive ($446 million pretax profit) and financial services
($661 million pretax profit) units. Ford's North American
automotive operations reported a pretax profit of $357 million
(the first since early 2005), a $3 billion improvement from the
same quarter in 2008.
S&P believes Ford's third-quarter automotive results benefited
from favorable pricing, ongoing cost reductions, some market share
improvement (both retail and wholesale share in North America),
and production increases compared to those in the second quarter.
For example, Ford's North American operations produced 490,000
vehicles in the third quarter, up 8.6% compared to 451,000 in the
second quarter. In the third quarter of 2009, U.S. industry sales
included a temporary surge in demand created by the "cash for
clunkers" program, but S&P believes Ford's production levels will
benefit more in the fourth quarter as dealers restock their
depleted inventories. The company forecasts a 16.3% increase in
production in the fourth quarter, to 570,000 units, because of
dealers' lower inventories.
Still, vehicle demand in the U.S. has remained sluggish since
"cash for clunkers" ended in August, and the industry remains on
track to have its worst sales year in four decades. S&P believes
U.S. light-vehicle sales will be 10.2 million units in 2009,
increasing only to 10.9 million in 2010. U.S. light-vehicles
sales in 2008 were 13.2 million units. S&P will also continue to
evaluate Ford's future efforts to achieve more concessions from
its labor unions -- it has been reported that the United Auto
Workers has rejected recently proposed concessions.
Ford Credit's results were aided substantially, in S&P's view, by
the industrywide strength in used-vehicle prices, which led to
lower costs related to lease residuals and reduced credit losses
compared with those of a year ago. S&P believes residual values
will remain volatile and a risk to Ford Credit's future results.
Ford Credit expects 2010 earnings to be lower than in 2009 because
of lower accounts receivable and less nonrecurring income compared
to this year.
Ford also announced plans to issue up to $2 billion in senior
convertible debt and an additional $1 billion in common equity.
The equity raise is in addition to the company's recently
completed plans to issue up to $1 billion in equity. S&P note
that the company's debt levels will rise, including the issuance
of the $13 billion in notes to the UAW health care trust early in
2010 (under accounting rules, the amount reflected on Ford's
balance sheet is estimated to be between $7 billion and
$8 billion).
S&P expects liquidity in Ford's automotive operations to remain
substantial, even though S&P expects the company to continue using
cash next year. Ford reported cash and short-term investments at
the parent totaled $23.8 billion at Sept. 30, 2009, up from
second-quarter 2009 balances. The outlook is stable. S&P could
lower the ratings if industry conditions or company-specific
factors caused Ford's cash flow to turn substantially negative,
leading us to believe that short-term investments would fall below
$15 billion. This would be a very steep decline from the levels
at Sept. 30, 2009, but would represent less than the amount of
cash Ford used in 2008. S&P believes the company could use this
much cash if U.S. light-vehicle sales fell from the 10 million
area that S&P currently expect, instead of recovering in 2010 and
beyond, and if another spike in gas prices caused renewed pressure
on Ford's product mix, which is still heavily weighted toward
light trucks despite the company's successful initial steps to
enhance its small and midsize car offerings.
S&P does not expect to raise the rating in the next year, given
the minimal recovery S&P is expecting in the North American light-
vehicle market and S&P's view that European sales will be weaker
in 2010. Longer term, S&P believes business risk factors would be
a key to any upgrade, including further improvements in Ford's
customer perception, cost competitiveness, and ability to sell
smaller, fuel-efficient cars at a profit, thereby reducing its
exposure to volatile fuel prices.
FORD MOTOR: Unveils Pricing Results of Convertible Notes Offering
-----------------------------------------------------------------
Ford Motor Company on Tuesday announced the pricing of its
offering of senior convertible notes due November 15, 2016. Notes
in the aggregate principal amount of $2.5 billion will be offered,
an increase from the $2 billion previously announced. The notes
will be senior unsecured obligations of Ford and will bear
interest at a fixed rate of 4.25 percent per year. Ford has
granted the underwriters an option to purchase an additional
$375 million in aggregate principal amount of notes.
"This was a successful transaction and the results exceeded our
expectations," said Lewis Booth, Ford executive vice president and
chief financial officer. "This transaction directly supports a
key pillar of our One Ford strategy -- finance the plan and
improve our balance sheet."
The sale of the notes to the underwriters is expected to settle on
Nov. 9, subject to customary closing conditions.
The notes will be convertible, under certain circumstances, into
shares of Ford common stock, cash or a combination thereof, at
Ford's election. The initial conversion rate is 107.5269 shares of
Ford common stock per $1,000 principal amount of notes, which is
equivalent to an initial conversion price of approximately $9.30
per share. The conversion rate and the conversion price are
subject to adjustment upon the occurrence of certain events.
Barclays Capital, BofA Merrill Lynch, Citi, Deutsche Bank
Securities, Goldman Sachs & Co., J.P. Morgan, Morgan Stanley and
RBS are acting as joint book-running managers of the notes
offering. BNP Paribas and HSBC also will be included in the
underwriting syndicate for the offering.
The senior convertible notes will be issued pursuant to Ford's
existing effective shelf registration statement filed with the
Securities and Exchange Commission. Net proceeds to Ford from the
senior convertible notes offering are expected to be used for
general corporate purposes.
Ford has filed a registration statement (including a prospectus)
with the SEC for the offering to which this communication relates.
A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?484c
Also on Tuesday, Ford commented on an article regarding its public
offering and future issuance of common stock published by
Bloomberg L.P. on November 2, 2009. Ford clarified that it did
not prepare or review the article in advance of its publication,
does not endorse any of the opinions expressed in the article
(other than any opinion expressed by any representative of Ford
expressly quoted and attributed to such representative in the
article) regarding the offering or any other issues discussed in
this article and does not make any representations as to the
accuracy of such opinions. Ford said no payment was made or
consideration given by or on behalf of Ford or other offering
participants for the written communication or its dissemination.
In the article, Bloomberg's Keith Naughton reported that Ford,
seeking to strengthen its balance sheet, said it is raising
$3 billion, while paying down and pushing back the maturity of a
$10.1 billion line of credit. According to the report, Ford said
it is seeking to pay down 25 percent of the revolver and move back
by two years, to 2013, the maturity of the remaining $8 billion
liability. Ford also said it is offering $2 billion in senior
notes that can converted to common stock or cash in 2016. Ford
also in December will offer as much as $1 billion in common shares
through broker-dealers. The report also noted that Ford "is
taking advantage of shares that have more than tripled this year.
Ford rose 58 cents, or 8.3 percent, to $7.58 at 4:15 p.m. in New
York Stock Exchange composite trading."
About Ford Motor
Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents. With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda. The company provides
financial services through Ford Motor Credit Company.
The Company has operations in Japan in the Asia Pacific region. In
Europe, the Company maintains a presence in Sweden, and the United
Kingdom. The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.
* * *
As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'. The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit. S&P said that the outlook on all entities is
negative.
Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3. The outlook is
negative. The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring in
order to achieve the same UAW concessions that General Motors and
Chrysler are likely to achieve as a result of the recently-
approved government bailout loans. Such a balance sheet
restructuring would likely entail a loss for bond holders and
would be viewed by Moody's as a distressed exchange and
consequently treated as a default for analytic purposes.
FOSS JEWELRY: May Shutter Operations After Christmas
----------------------------------------------------
Emily Maltby at The Wall Street Journal reports that family-owned
Foss Jewelry in Livermore Falls, Maine, may have just celebrated
its last birthday last September. "We've talked to an accountant
and we've decided to try to get through Christmas," Anne Winter,
manager of daily operations at Foss Jewelry, according to the
report. "At that point, we'll see if we will liquidate and close
down."
The Journal notes Foss Jewelry only sold one diamond ring last
holiday season, relying on sales of cheaper, sterling-silver
pieces and other gift items to bolster profits. Then one of the
town's paper mills shut down, laying off hundreds and crimping the
town's economy. Some days, Ms. Winter says, she is lucky to make
$20 selling watch batteries, according to the report.
Foss Jewelry was honored by the Maine Legislature in September for
reaching its 90th year in business, the Journal notes.
The Journal also notes that Wise Jewelers, of Mount Vernon, Ohio,
was shut down last February after 183 years in business, the
Journal says. "It was difficult to compete with the chain stores
and the Internet," says Brian McNamara, who owned the business for
three years before closing it down. "For the most part, the
service and repairs side of the business kept us going, but in the
end, the economy did us in."
FRED LEIGHTON: Gets OK to Sell Business Ops for $26M
----------------------------------------------------
Law360 reports that the Bankruptcy Court has approved the sale of
Fred Leighton Holding Inc.'s business operations for $25.8 million
in cash to investors including a group of private equity firms and
estate jewelry seller Windsor Jewelers Inc. The sale allows for a
quick change in ownership ahead of the holiday shopping season.
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.
Fred Leighton and its affiliates 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. Fred Leighton
listed total assets of $128,551,467 and total liabilities of
$134,814,367 in its schedules.
FREESCALE SEMICONDUCTOR: Board OKs Changes to Incentive Plans
-------------------------------------------------------------
The Board of Directors of Freescale Semiconductor Holdings I,
Ltd., the parent of Freescale Semiconductor, Inc., on October 28,
2009, adopted an amendment to the 2006 Management Incentive Plan
increasing the maximum number of shares of Holdings I common stock
available for awards under the 2006 Plan to 69,478,971 shares and
an amendment to the 2007 Employee Incentive Plan increasing the
maximum number of shares of Holdings I common stock available for
awards under the 2007 Plan to 10,949,711 shares.
As of October 2, 2009, Freescale had total assets of
$5,403,000,000 against total liabilities of $9,161,000,000,
resulting in stockholders' deficit of $3,758,000,000.
About Freescale Semiconductor
Freescale Semiconductor -- http://www.freescale.com/-- is a
global leader in the design and manufacture of embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets. The privately held company is
based in Austin, Texas, and has design, research and development,
manufacturing or sales operations around the world.
As of October 2, 2009, Freescale's corporate credit ratings from
Standard & Poor's, Moody's and Fitch were B-, Caa1 and CCC,
respectively.
GENERAL MOTORS: To Review New Restructuring Plan for Opel/Vauxhall
------------------------------------------------------------------
The Wall Street Journal's John D. Stoll and Dow Jones Newswires'
Sharon Terlep and Christoph Rauwald report that John Smith,
General Motors Company's senior executive handling the Adam Opel
AG restructuring, said Wednesday:
-- GM plans to review a new restructuring plan for its Opel
and Vauxhall units "very soon" that could include fewer
plant closures in Europe. GM plans to approach the German
government and other European states soon to seek a
EUR3 billion ($4.4 billion) financing for the turnaround
plan. Mr. Smith said it had found "a very interesting
proposal" for one of the plants that could keep it open,
declining to be specific.
-- GM could repay aid to the German government if necessary.
Mr. Smith said GM has already paid back some of the loan
and now owes EUR900 million; and
-- GM had a "Plan B" to restructure without assistance from
European states.
The Journal notes the plan parallels restructuring proposals GM
developed earlier for Opel and Vauxhall, which would cut
structural costs by 30% and eliminate 10,000 jobs.
"We can and we will repay the bridge loan," Mr. Smith said,
according to the JOurnal. Once the bridge loan is repaid, a trust
board that has been in place as the custodian of a 65% Opel stake
will be dissolved, Mr. Smith said.
According to the Journal, if Germany and other governments decline
to fund the strategy, Mr. Smith said there is a "Plan B" in place,
but didn't elaborate.
On Tuesday, GM's board of directors decided to walk away from a
proposed deal to sell Opel and Vauxhall to Canadian autoparts
maker Magna International and Russian state-controlled OAO
Sberbank; and instead keep control of the units.
The Journal notes that the Opel/Vauxhall brands have continued to
lose market share, with sales down 11.4% year-on-year in the
period from January to September compared with a 6.6% industrywide
decline.
According to the Journal, Mr. Smith said Opel was performing "at
or slightly above plan" and had a "healthy cash balance," though
it needed funding for the restructuring.
Meanwhile, the Journal's Terence Roth and Dow Jones' Jonathan Buck
report that worker representatives of GM's U.K. Vauxhall unit
"hailed GM's abrupt decision not to sell its European operations
almost as a reprieve."
"This is an incredible turnaround from General Motors," said Tony
Woodley, head of the Unite union, the Journal notes. "It is
fantastic news for the U.K. and right that General Motors does not
break up its family and instead retains ownership of Vauxhall."
According to Messrs. Roth and Buck, the reaction was in stark
contrast to the reaction from workers at Opel, where workers
threatened protests over GM's decision to back out from the Magna
deal. Although GM's latest plans are for Opel and Vauxhall are
unclear, Unite's Mr. Woodley said he expected GM to adhere to
previous plans to keep U.K. production sites intact, although he
acknowledges the need for some restructuring, according to Messrs.
Roth and Buck.
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: Magna to Review Legal Basis for Botched Deal
------------------------------------------------------------
Dow Jones Newswires' Will Bland reports that Magna International
Inc. and Russian state-controlled OAO Sberbank will scrutinize the
legal basis for General Motors Corp.'s decision to walk away from
a deal to sell Adam Opel AG and Vauxhall.
According to the report, Dmitry Peskov, a spokesman for Russian
Prime Minister Vladimir Putin, said, "The Russian government
supported and will continue to support this deal." Mr. Peskov
said, "Even if it doesn't take place, the government has serious
plans to restructure and modernize auto manufacturing."
The report notes that Sberbank, Russia's biggest bank, and Magna
were each prepared to commit EUR500 million ($744 million) for
equal stakes of 27.5% in Opel. Russia's second-largest car maker
OAO GAZ Group, controlled by billionaire Oleg Deripaska, was an
industrial partner to the bid.
"Our interest was based on our desire to increase our presence in
the passenger-car segment," a spokeswoman for GAZ said, according
to the report. GAZ produces mostly vans and minibuses.
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).
GENMAR HOLDINGS: Irwin Jacobs Wants to Acquire Assets
-----------------------------------------------------
Susan Feyder of Star Tribune reports that Irwin Jacobs wants to
acquire Genmar Holdings Inc., which has been seeking for buyer
since August.
The Company has narrowed to one unnamed buyer that asked the Court
to be reimbursed for due-diligence-related expenses and for a so
called "lock-up" arrangement that would exclude other purchasers,
Ms. Feyder relates.
According to Mr. Jacobs, the plan to buy the Company would wind up
owning more than 90% of the stock of the Company's subsidiary, VEC
Technology, Ms. Feyder says.
Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates,
including Genmar Holdings, Inc. -- http://www.genmar.com/--
is the world's second-largest manufacturer of fiberglass
powerboats. It generated $460 million in annual revenue making
boats using brand names including Carver, Four Winns, Glastron,
Larson, and Wellcraft.
Genmar and an affiliate filed for Chapter 11 bankruptcy protection
on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537).
James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson &
Byron, PA, assist the Debtors in their restructuring efforts.
Carver Italia listed $10 million to $50 million in assets and
$100 million to $500 million in debts.
GREATWIDE LOGISTICS: Plan Provides Minimal Unsecured Recovery
-------------------------------------------------------------
Greatwide Logistics Services Inc. will present its liquidating
Chapter 11 plan for confirmation by the Bankruptcy Court on
December 14.
According to Bill Rochelle at Bloomberg News, the Company was
authorized in January to sell the assets to the holders of the
$366 million first-lien credit facility in exchange for 90% of
their debt. As part of a settlement accompanying the sale, the
lenders carved out $1.5 million cash as a gift to unsecured
creditors. Apart from the gift, unsecured creditors under the
Plan are to receive some 0.02% on their claims totaling $247
million. Professionals are receiving $1 million. Greatwide's
other debt included $117 million on a second-lien secured loan and
a $114 million unsecured mezzanine credit.
About Greatwide Logistics Services, Inc.
Headquartered in Irving, Texas, Greatwide Logistics Services Inc.,
was a non-asset based North American provider of "closed loop"
transportation services to the grocery and consumer products
sectors. The company also provided non-asset-based truckload
management, truck brokerage and warehouse and distribution
logistics services. Greatwide Logistics is a wholly-owned
subsidiary of GWLS Holdings, Inc.
GWLS Holdings, Inc. and its related debtors filed petitions under
Chapter 11 the U.S. Bankruptcy Court for the District of Delaware
on October 20. The debtors have requested that these cases be
jointly administered under case number 08-12430. The Honorable
Peter J. Walsh is presiding over these cases.
GREEKTOWN HOLDINGS: Noteholders File Last-Minute Competing Plan
---------------------------------------------------------------
Greektown Holdings LLC was scheduled to present its Chapter 11
plan for confirmation on November 3 until a group of noteholders
surfaced with a competing plan designed to pay secured creditors
100 cents on the dollar in cash.
Affiliates of Manulife Financial Corp., The John Hancock Strategic
Income Fund, and Oppenheimer Strategic Income Fund, all holders of
senior notes due 2013 issued by the Debtors have filed a competing
plan of reorganization plan which they say "is a superior plan to
that submitted by the Debtors because it maximizes the value of
the Debtors' estates and provide a substantially increased
recovery for all creditors."
Manulife et al., claim that their Chapter 11 plan results in a
higher valuation and provides a higher recovery to the general
unsecured classes and a combination of new common stock and the
right to participate in the rights offering to the holders of bond
claims, who would receive nothing under the Debtor Plan.
The key terms of the Noteholder Plan are:
-- A $200 million fully committed equity offering;
-- The issuance of up to $400 million of new secured notes in
an offering to be led by a preeminent investment banking
firm;
-- Payment of the DIP Facility Claims in full in cash;
-- Payment of the allowed secured claims of the prepetition
lenders in cash in full on the Effective Date;
-- A distribution of 6% (assuming full conversion of the New
Preferred Stock on the Effective Date) of the common stock
of reorganized Greektown to the holders of the existing
noteholders and the right to participate in the rights
offering; and
-- A significantly increased cash distribution to General
Unsecured Creditors (other than the noteholders) than in the
Debtors and Secured Lenders' Plan plus interests in a
liquidation trust.
While the Noteholders say that noteholders would fare better under
the new plan, they did not provide for an estimate of the recovery
by unsecured creditors.
The Noteholders are offering $50 million in additional DIP
financing to fund the Chapter 11 case. The new financing would be
subordinate to existing financing for the Chapter 11 effort.
A copy of the Noteholder Plan is available for free at:
http://bankrupt.com/misc/Greektown_Noteholders_Plan.pdf
A copy of the disclosure statement explaining the Noteholder Plan
is available for free at:
http://bankrupt.com/misc/Greektown_Noteholders_DiscStatement.pdf
Greektown Holdings and Merrill Lynch Capital, as administrative
agent of the Debtors' secured lenders, have co-proposed a Chapter
11 plan. They earlier faced a competing plan from Luna Greektown
and Plainfield Asset Management and its affiliates, which later
withdrew their competing plan. Greektown said the secured lenders
would fare better under its own plan.
The two plans were sent to creditors for voting and neither plan
won overwhelming support from all classes. As to the Greektown
plan, 80.6% of the prepetition lenders gave a "yes" vote but the
Plan was also overwhelmingly rejected by holders of general
unsecured claims and trade claims. The Luna/Plainfield Plan fared
worse as it was overwhelmingly rejected by all creditors.
The Debtor Plan proposes to hand all of the equity of the
reorganized company to the prepetition lenders. The Luna Plan is
identical, except that it allows Luna to acquire 29.41% of the
equity in exchange of paying $16.45 million in cash and release of
$11.17 million in secured claim and hands over the remaining
equity to the prepetition lenders. The Creditors Committee said
both Plans undervalue the Debtors' enterprise and that unsecured
creditors are entitled to more recovery. Under both plans,
unsecured creditors are to have "insignificant" recovery by
splitting $200,000 less expenses. The Creditors Committee asked
the unsecured creditors to vote against the Greektown Plan and the
Luna/Plainfield Plan.
The Creditors Committee has not yet conveyed support for the
Noteholder Plan but said in court filings that negotiations are
ongoing.
About Greektown Casino
Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market. Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties. In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market. Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.
The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts. Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel. The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent. Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.
Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.
Bankruptcy Creditors' Service, Inc., publishes Greektown Casino
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings undertaken by Greektown Casino and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GS HOLDINGS-SUNSHINE: Case Summary & Creditors' Lists
-----------------------------------------------------
Debtor: GS Holdings-Sunshine, Ltd.
6104 Whiting Drive
Mchenry, IL 60050
Bankruptcy Case No.: 09-36944
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
Debtor-affiliate filing separate Chapter 11 petition:
GS Holdings-Brookside, Ltd.
Case No.: 09-36945
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
Chapter 11 Petition Date: November 2, 2009
Court: United States Bankruptcy Court
Southern District of Ohio (Dayton)
Judge: Lawrence S. Walter
Debtor's Counsel: Ira H. Thomsen, Esq.
140 North Main St., Suite A
PO Box 639
Springboro, OH 45066
Tel: (937) 748-5001
Fax: (937) 748-5003
Email: cornell76@aol.com
A full-text copy of GS Holdings-Sunshine's petition, including a
list of its 9 largest unsecured creditors, is available for free
at http://bankrupt.com/misc/ohsb09-36944.pdf
A full-text copy of GS Holdings-Brookside's petition, including a
list of its 2 largest unsecured creditors, is available for free
at http://bankrupt.com/misc/ohsb09-36945.pdf
The petition was signed by Peter Stojich, sole member of the
Company.
HCA INC: Bracken to Become Chairman Effective December 15
---------------------------------------------------------
HCA Inc. said Richard M. Bracken will become chairman of HCA's
board of directors, effective December 15, 2009.
Mr. Bracken will replace Jack O. Bovender, Jr., 64, who will
retire from the company, effective that same date. In addition,
R. Milton Johnson, HCA's chief financial officer and executive
vice president, was elected to the board of directors, also
effective December 15, 2009.
"Richard has been an invaluable asset to HCA, and his years in
both hospital management and executive leadership with the company
provide him with a keen understanding of strategic operations and
an appreciation for its culture," said Mr. Bovender. "I could not
envision a better successor or a more qualified guardian of our
company's legacy."
Mr. Bracken, 57, has served as president and chief executive
officer of HCA since January 1, 2009, and has served as a director
of the company since 2002. He was president and chief operating
officer from January 2002 to January 2009. A veteran of more than
30 years in the hospital industry, Mr. Bracken has been a member
of HCA's executive leadership for most of his career, and has held
positions at the facility, division, and group levels within the
organization.
Mr. Johnson, 52, has served 27 years with the company, holding
positions as head of HCA's Tax Department and as Controller,
before being named CFO and executive vice president in July of
2004.
"Milton is an outstanding addition to our board," said Bracken.
"His extensive understanding of the company's financial operations
and history of leadership within HCA make him particularly
qualified to serve as a director."
Mr. Johnson was appointed as a director to fill the vacancy to be
created by the previously announced retirement of Mr. Bovender as
Chairman which will be effective December 15, 2009.
HCA and its affiliates operate 163 hospitals and 105 ambulatory
surgery centers in 20 states and England.
Headquartered in Nashville, Tennessee, HCA, Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services. As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.
As of June 30, 2009, HCA had $24.2 billion in total assets; total
current liabilities of $3.39 billion, long-term debt of
$26.3 billion, professional liability risks of $1.11 billion,
income taxes and other liabilities of $1.71 billion and equity
securities with contingent redemption rights of $155 million.
Stockholders' deficit attributable to HCA Inc. is $9.48 billion as
of June 30, 2009.
As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
assigned a 'Ba3' (LGD3, 32%) rating to HCA, Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
'B2' Corporate Family and Probability of Default Ratings. The
outlook for the ratings is stable.
HELIX BIOPHARMA: Posts C$14.1MM Net Loss in Year Ended July 31
--------------------------------------------------------------
Helix Biopharma Corp. reported a net loss of C$14.1 million for
the year ended July 31, 2009, compared with a net loss of
C$7.0 million for the year ended July 31, 2008.
Total revenues in fiscal 2009 were C$3.8 million and represent an
increase of C$250,000 or 7.0% when compared to total revenues in
fiscal 2008 of C$3.6 million.
Product revenue in fiscal 2009 totaled C$3.2 million and
represents an increase of $292,000 or 9.9% when compared to
product revenue in fiscal 2008 of C$3.0 million. Product sales of
Orthovisc(R) grew significantly in fiscal 2009.
License fees and royalties in fiscal 2009 totalled C$597,000 and
represent a decrease of C$42,000 or 6.6% when compared to fiscal
2008. The decrease reflects lower Klean-Prep(TM) royalty revenue
from Helsinn-Birex which was offset by the final payment from
Lumera Corporation of US$75,000 when it provided the Company with
notice of termination of its sub-license agreement.
The higher loss in fiscal 2009 mainly reflects higher research and
development expenditures, stock-based compensation expense
associated with stock options granted in the second quarter, lower
interest income and a foreign exchange loss.
Research and development expenditures in fiscal 2010 are projected
to increase in the range of 45% to 60% over such expenditures in
fiscal 2009 as preparations continue for the planned IND/CTA
filings for a U.S. Phase I clinical study and a Polish Phase I/II
clinical study for L-DOS47 and a U.S. Phase II/III clinical trial
and a European Phase III clinical trial for Topical Interferon
Alpha-2b (low-grade cervical lesions indication).
Balance Sheets
At July 31, 2009, the Company's consolidated balance sheets showed
C$19.3 million in total assets, C$2.2 million in total liabilities
and C$17.1 million in total shareholders' equity.
At July 31, 2009, and 2008, the Company's working capital was
C$15.3 million and C$19.2 million, respectively.
A full-text copy of the Company's consolidated financial
statements for the year ended July 31, 2009, is available for free
at http://researcharchives.com/t/s?483b
Liquidity and Capital Resources
At July 31, 2009, and 2008, the Company had cash and cash
equivalents totaling C$14.5 million and C$19.1 million,
respectively. The C$4.6 million decrease in cash and cash
equivalents reflects a use of cash in operating activities of
C$13.2 million. Operating activities were financed from a private
placement which closed on October 2, 2008, for net proceeds of
roughly C$$9.7 million. Cash used in investing activities in the
2009 fiscal year total C$932,000 which predominately reflects
purchases of research and development equipment.
Based on the Company's planned expenditures and assuming no
unanticipated expenses, the Company estimates that its cash
reserves and expected cash from operations will be sufficient to
meet its anticipated cash needs for working capital and capital
expenditures for the next twelve months.
The Company has no external sources of liquidity such as bank
lines of credit.
Going Concern Issues
The Company has a history of losses and expects to continue to
incur additional losses for the foreseeable future. The Company's
has an accumulated deficit as at July 31, 2009, of C$72.8 million.
Helix's primary focus is on the research and development of
pharmaceutical product candidates, which requires the expenditure
of significant amounts of cash over a relatively long time period.
The Company's cash flows from its distribution and licensing
activities do not, and are not expected to, provide sufficient
income to fully fund the Company's research and development
expenditures.
The Company has no external sources of liquidity such as bank
lines of credit. The Company will require future additional
financing to carry out its business plan. There can be no
assurance that a financing, whether debt or equity, will be
available on acceptable terms or at all.
These issues may have a material adverse effect on the Company's
ability to continue as a going concern.
About Helix Biopharma
Based in Ontario, Canada, Helix BioPharma Corp. --
http://www.helixbiopharma.com/-- is a biopharmaceutical company
specializing primarily in the field of cancer therapy. The
Company is actively developing innovative products for the
treatment and prevention of cancer based on its proprietary
technologies. The Company's common shares trade on the Toronto
Stock Exchange in Canada under the symbol "HBP" as well as on the
OTC International Market in the U.S. under the symbol "HXBPF". In
addition, although the Company did not seek to be listed on the
Berlin-Bremen, Frankfurt, Munich, Stuttgart and XETRA stock
exchanges, the Company's common shares also trade on these
exchanges under the symbol "HBP".
HELLENIC REALTY: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hellenic Realty, LLC
150 86th Street
Brooklyn, NY 11209
Bankruptcy Case No.: 09-49679
Chapter 11 Petition Date: November 2, 2009
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Jerome Feller
Debtor's Counsel: Gabriel Del Virginia, Esq.
488 Madison Avenue, 19th Floor
New York, NY 10022
Tel: (212) 371-5478
Fax: (212) 371-0460
Email: gabriel.delvirginia@verizon.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $500,001 to $1,000,000
A full-text copy of the Debtor's petition, including a list of its
12 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nyeb09-49679.pdf
The petition was signed by Peter Rogakos, managing member of the
Company.
HOLLIND HOLDINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Hollind Holdings, LLC
1490 Kurtis Lane
Lake Forest, IL 60045
Bankruptcy Case No.: 09-28130
Chapter 11 Petition Date: November 2, 2009
Court: United States Bankruptcy Court
Western District of Pennsylvania (Pittsburgh)
Debtor's Counsel: Marvin Leibowitz, Esq.
619 Corporate Center
One Bigelow Square
Pittsburgh, PA 15219
Tel: (412) 391-1191
Fax: (412) 391-5244
Email: marvleibo@yahoo.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Linda B. Landan, president of the
Company.
HONOLULU SYMPHONY: To File for Bankruptcy Due to Financial Woes
---------------------------------------------------------------
Rick Daysog, staff writer of honoluluadvertiser.com, citing person
has knowledge of the matter, reports that Honolulu Symphony is
expected to file for bankruptcy protection.
Mr. Daysog relates that the Company struggled in recent years to
pay its musicians. The Company obtained $1.8 million to cover
operating expenses for the upcoming season, he notes.
Due to mounting financial problems, the Company postponed two
concerts scheduled for this weekend at the Blaisdell Concert Hall,
Mr. Daysog says. The company is now on rent payments through
January 2010 for the use of the concert hall but owes about
$10,000 in other miscellaneous charges.
Honolulu Symphony -- http://www.honolulusymphony.com/-- is the
oldest American orchestra west of the Rocky Mountains. The
company was founded in 1900.
I/OMAGIC CORP: Posts $58,650 Third Quarter 2009 Net Income
----------------------------------------------------------
I/OMAGIC Corporation posted net income of $58,650 for the three
months ended September 30, 2009, from a net loss of $972,023 for
the same period a year ago. The Company posted net income of
$244,163 for the nine months ended September 30, 2009, from a net
loss of $3,993,196 for the same period a year ago.
The Company posted net sales of $2,341,777 for the three months
ended September 30, 2009, from net sales of $1,528,404 for the
same period a year ago. The Company posted net sales of
$7,931,873 for the nine months ended September 30, 2009, from net
sales of $9,265,370 for the same period a year ago.
At September 30, 2009, the Company had total assets of $2,891,553
against total liabilities of $4,884,413, resulting in
stockholders' deficit of $1,992,860.
While it generated net income for the nine months ended September
30, 2009, the Company noted it experienced losses for the years
ended December 31, 2008, 2007, 2006, 2005 and 2004 of $4,252,412,
$4,752,974, $202,042, $1,818,250 and $8,056,864, respectively. At
September 30, 2009, the Company had cash and cash equivalents of
$650,696 and as of October 26, 2009, the Company had $735,967 of
cash and cash equivalents and a credit facility limited to
$1,500,000.
Accordingly, the Company is presently experiencing a lack of
capital and may have insufficient liquidity to fund its operations
for the next 12 months or less. The Company has incurred
significant recurring losses, has serious liquidity concerns and
may require additional financing in the foreseeable future. These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.
The Company's plans for correcting these deficiencies include
ongoing efforts to bring new products to market and exploring
other products with its suppliers and retailers to sell through
its sales channels, negotiating suitable repayment terms for
outstanding obligations owed to the Company's related-party
supplier, seeking new equity capital and new vendor partnerships,
timely collection of existing accounts receivable, and sell-
through of inventory currently in the Company's sales channels.
The Company also needs to restructure its operations to reduce its
operating costs. If the Company's capital requirements or cash
flow vary materially from its current projections, if the Company
is unable to successfully negotiate suitable repayment terms for
outstanding obligations owed to a related-party supplier, if the
Company is unable to successfully restructure its operations and
lower its operating costs, if the Company is unable to timely
collect its accounts receivable or unable to sell-through
inventory currently in its sales channels as anticipated, or if
unforeseen circumstances occur, the Company may be unable to
increase its liquidity and may require additional financing. In
addition, if the Company is unable to bring successful new
products to market soon, the Company may be forced to
substantially curtail its operations.
If the Company incurs future losses, the Company could experience
significant additional shortages of liquidity and its ability to
purchase inventory and to operate its business may be
significantly impaired, which could lead to further declines in
its results of operations and financial condition.
The Company also noted that the report of its independent
registered public accounting firm dated April 15, 2009 contained
in the Company's financial statements as of and for the year ended
December 31, 2008, includes a paragraph that explains that the
Company has incurred significant recurring losses, has serious
liquidity concerns and may require additional financing in the
foreseeable future. The report concludes that these matters,
among others, raise substantial doubt about the Company's ability
to continue as a going concern. Reports of independent auditors
questioning a company's ability to continue as a going concern are
generally viewed unfavorably by analysts and investors. This
report may make it difficult for the Company to raise additional
financing necessary to grow or operate its business.
A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?484a
I/OMagic Corporation develops, manufactures through subcontractors
or obtains from suppliers, markets and sells data storage products
and other consumer electronics products. The Company sells its
products in the United States and Canada to distributors and
retailers.
IPCS INC: Millenco LLC Discloses Ownership of 2.3% of Common Stock
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Millenco LLC and its affiliates disclosed that they
may be deemed to beneficially own shares of iPCS, Inc.'s common
stock:
Shares
Beneficially
Company Owned Percentage
------- ------------ ----------
Millenco LLC 385,322 2.3%
Integrated Core Strategies (US) LLC 104,800 0.6%
Millennium Management LLC 490,122 3.0%
Israel A. Englander 490,122 3.0%
Millennium Management LLC, a Delaware limited liability company,
is the manager of Millenco, and may be deemed to have shared
voting control and investment discretion over securities owned by
Millenco. Millennium Management is also the general partner of
the managing member of Integrated Core Strategies, and may be
deemed to have shared voting control and investment discretion
over securities owned by Integrated Core Strategies.
Israel A. Englander is the managing member of Millennium
Management. Consequently, Mr. Englander may also be deemed to
have shared voting control and investment discretion over
securities beneficially owned by Millenco and Integrated Core
Strategies.
As of October 23, 2009, there were 16,539,190 shares of common
stock outstanding.
A full-text copy of iPCS Inc.'s Schedule 13G is available for free
at http://researcharchives.com/t/s?4851
Schaumburg, Illinois-based iPCS, Inc. (NASDAQ:IPCS) is a holding
company that operates as a PCS Affiliate of Sprint through three
wholly owned subsidiaries, iPCS Wireless, Inc., Horizon Personal
Communications, Inc. and Bright Personal Communications Services,
LLC, each having its own affiliation agreements with Sprint PCS.
Pursuant to these affiliation agreements with Sprint PCS, the
Company offers wireless personal communications services services
using Sprint's spectrum under the Sprint brand name on a wireless
network built and operated to Sprint's specifications at iPCS's
own expense. iPCS owns and is responsible for operating, managing
and maintaining its wireless network and has the exclusive right
to provide digital PCS services under the Sprint brand name in its
territory.
iPCS has assets totaling $553,866,000 against debts aggregating
$588,308,000 as of June 30, 2009.
In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--). Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.
IRIDIUM OPERATING: Plan Confirmed After More than 10 Years
----------------------------------------------------------
Iridium Operating LLC won confirmation of a liquidating plan more
than 10 years after it filed for Chapter 11.
Under the Plan, general unsecured claims will get less than 1%
while stockholders get nothing. Secured claims will get 100 cents
on the dollar.
On May 20, 2008, the Hon. James M. Peck of the United States
Bankruptcy Court for the Southern District of New York approved a
global settlement of disputes between Motorola, Inc., and Iridium.
Approval of this settlement resolves in Motorola's favor, at no
out of pocket cost to Motorola, all pending claims against the
Motorola arising out of Iridium's bankruptcy proceedings. Under
the settlement, Iridium was to distribute $16 million to unsecured
creditors on claims of $1.6 billion, or a 1% recovery. The accord
gave $34 million to bank lenders, along with a 5% interest in a
related company, Iridium Holdings LLC, a parent of successor
Iridium Satellite LLC. The current plan, filed Sept. 4 in
bankruptcy court, provides for the distribution of assets to
creditors as called for in the 2008 settlement.
Bloomberg recalls that Iridium creditors claimed $4.3 billion
against Motorola, and Motorola had claims worth $1.5 billion
against Iridium for pre-bankruptcy contracts as well as a
$675 million claim for bankruptcy administrative costs. Iridium
also was pursuing recoveries from Motorola that it said were worth
$2 billion, under a trust funded with $47 million to cover legal
costs. Some of its claims included allegations that Motorola
officials breached their fiduciary duty or had known that
Iridium's bulky satellite phones, which often didn't work indoors,
were destined to fail.
About Iridium Operating
Iridium Operating LLC used to develop and deploy global wireless
personal communication systems. Iridium was a spinoff from
Schaumburg, Illinois-based Motorola.
It was formerly a unit of Motorola Inc. On August 19, 1999, some
holders of Iridium's senior notes filed an involuntary chapter 11
petition (Bankr. S.D.N.Y. Case No: 99-45005) against Iridium and
its subsidiary Capital Corp. At that time, the Debtors were
highly leveraged with $3.9 billion in secured and unsecured debt.
On the
same date, Iridium and 7 other subsidiaries filed voluntary
chapter 11 petitions in Delaware. They consented to the
jurisdiction of the N.Y. Court in Sept. 7, 1999.
William J. Perlstein, Esq., and Eric R. Markus, Esq., at Wilmer,
Cutler & Pickering represent the Debtors in their restructuring
efforts. John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP
represent the petitioning creditors: Magten Partners, Wall
Financial Investments (USA) Ltd., and Canyon Capital Advisors LLC,
as Fund Manager for The Value Realization Fund, L.P. Bruce
Weiner, Esq., at Rosenberg, Musso & Weiner LLP, represent the
Official Committee of Unsecured Creditors.
Iridium's operating unit sold all of its operating assets in 2000
to Iridium Satellite.
IRVINE SENSORS: Regains Compliance With Nasdaq Listing Rule
-----------------------------------------------------------
Irvine Sensors Corporation on October 30, 2009, received a notice
from The Nasdaq Stock Market that the Company has regained
compliance with the net income from continuing operations
requirement in Nasdaq Listing Rule 5550(b) and has met the
requirements of a Nasdaq Listing Qualifications Panel decision
dated June 29, 2009.
On October 26, 2009, the Company released an unaudited condensed
statement of operations for the Company's 2009 fiscal year, which
ended September 27, 2009, indicating that the Company's income
from continuing operations for fiscal 2009 was $755,100, subject
to audit, an amount in excess of the $500,000 minimum requirement
of Nasdaq Listing Rule 5550(b). Accordingly, the Listing Panel
has determined to continue the listing of Irvine Sensors' common
stock on The Nasdaq Stock Market.
Meanwhile, a Special Meeting of Stockholders of Irvine Sensors
will be held at the Orange County Department of Education, 200
Kalmus Drive, Building D, Room 1002, Costa Mesa, California 92628,
on December 10, 2009 at 1:00 p.m., Pacific Time.
At the Special Meeting, stockholders will be asked to approve the
issuance of up to $30,000,0000 worth of shares of the Company's
Common Stock or securities convertible into or exercisable for
Common Stock, not to exceed 15,000,000 shares, in one or more
related private placement transactions occurring on or prior to
the date six months after the Special Meeting, which shares would
be issued at a maximum discount to the then fair market value of
our Common Stock on the date(s) of issuance of 35%. The Board of
Directors and management believe that the action is in the
Company's best interest and in the best interests of the
stockholders.
A full-text copy of the proxy statement further explaining the
items of business to come formally before the Special Meeting, is
available at no charge at http://ResearchArchives.com/t/s?4849
Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.
As of June 28, 2009, Irvine Sensors had total assets of $6,627,800
and total liabilities of $11,999,000, resulting to stockholders'
deficit of $5,371,200.
Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.
* * *
Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008. "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."
JOHN KARDUM: Files Schedules of Assets and Liabilities
------------------------------------------------------
John Kardum and Shirley Kardum filed with the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $29,442,000
B. Personal Property $1,048,144
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $17,329,160
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $43,730
----------- -----------
TOTAL $30,490,144 $17,372,890
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.
JOHNSON & JOHNSON: To Slash 7% of Global Workforce
--------------------------------------------------
Johnson & Johnson on Tuesday announced global restructuring
initiatives designed to strengthen the company's position as the
world's leading global health care company.
The Company estimates to eliminate 6% to 7% of its global
workforce, subject to any consultation procedures on these plans
in countries where required.
The Company said it "is taking steps to prioritize its innovation
efforts around the many growth opportunities in health care and to
execute aggressively on bringing key new products to market."
The Company said its plans are expected to increase its
operational efficiency and generate annualized, pre-tax cost
savings of $1.4 billion to $1.7 billion when fully implemented in
2011, with $800 million to $900 million expected to be achieved in
2010. The associated savings will provide additional resources to
invest in new growth platforms; ensure the successful launch of
its many new products and continued growth of its core businesses;
and provide flexibility to adjust to the changed and evolving
global environment.
"Johnson & Johnson has long adhered to a broad-based operating
model and set of sound management principles that have driven our
success," said William C. Weldon, Johnson & Johnson Chairman and
Chief Executive Officer. "[W]e are announcing a series of actions
and plans designed to ensure that our company remains well-
positioned and appropriately structured for sustainable, long-term
growth in the health care industry."
The Company expects to record an associated pre-tax, restructuring
charge in the range of $1.1 billion to $1.3 billion in the fourth
quarter of 2009, treated as a special item. The company also
confirmed its earnings guidance for full-year 2009 of $4.54 to
$4.59 per share, which excludes the impact of special items such
as restructuring charges.
Cost savings will be achieved primarily by reducing layers of
management, increasing individual spans of control, and
simplifying business structures and processes across the company's
global operations.
Position eliminations will form only one component of the savings.
Mr. Weldon said, "These types of changes are difficult under any
circumstances, and will have a very personal impact on people who
have been dedicated to the mission of Johnson & Johnson. We
recognize their contributions to the achievements of our business,
and are committed to treating them fairly and with respect
throughout this process."
Johnson & Johnson employs roughly 117,000 employees at more than
250 Johnson & Johnson companies.
The Wall Street Journal's Jonathan D. Rockoff notes that J&J has
struggled with concerns about side effects from certain products,
research setbacks and generic competition for top-selling
prescription drugs. The Journal notes that J&J's antipsychotic
Risperdal lost patent protection last year and Topamax, a
treatment for epilepsy and migraines, began facing generic
versions in March.
J&J sells a mix of products besides drugs, such as Listerine
mouthwash and drug-eluting stents that prop open clogged heart
arteries. According to the Journal, analysts say the mix helps
the company weather economic downturns as well as ups-and-downs in
its pharmaceutical, medical-device and consumer-health units.
JOSEPH ARRIOLA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Joseph W. Arriola, Sr.
aka Wayne Arriola
fdba American Fibreglass And Auto Body
dba American Detail And Bumper Repair
970 Bible Way
Reno, NV 89502
Bankruptcy Case No.: 09-53905
Chapter 11 Petition Date: November 2, 2009
Court: United States Bankruptcy Court
District of Nevada (Reno)
Debtor's Counsel: Alan R Smith, Esq.
505 Ridge St
Reno, NV 89501
Tel: (775) 786-4579
Email: mail@asmithlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Joseph W. Arriola, Sr.
KARABINCHAK BROTHERS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Karabinchak Brothers, Inc.
10 Liberty Street
Edison, NJ 08837
Bankruptcy Case No.: 09-39511
Chapter 11 Petition Date: November 2, 2009
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Debtor's Counsel: David L. Bruck, Esq.
Greenbaum, Rowe, Smith, et al.
P.O. Box 5600
Woodbridge, NJ 07095
Tel: (732) 549-5600
Fax: (732) 549-1881
Email: bankruptcy@greenbaumlaw.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 Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/njb09-39511.pdf
The petition was signed by Jamie Karabinchak, president of the
Company.
KB HOME: Home Owner Files Class-Action Lawsuits Against Firm
------------------------------------------------------------
A Central Florida homeowner forced into foreclosure filed a class-
action lawsuit against, Countrywide Financial and LandSafe
Appraisal Services, claiming the three conspired to rig housing
prices in Florida, South Carolina and North Carolina, costing home
purchasers millions of dollars, and fueling the collapse of the
region's housing market.
The suit, filed in U.S. District Court in Orlando, Fla. on Friday,
October 30, claims the three companies employed a well-planned
scheme to control the typically independent appraisal process,
jacking up home values, which, in turn, were used to determine the
value of other homes sold by KB, affecting thousands of
homeowners.
This is the third lawsuit Hagens Berman Sobol Shapiro's (HBSS)
filed against KB Home, Countrywide and LandSafe alleging a
widespread and complicated inflation scheme. The other lawsuits
represent homeowners in California, Arizona and Nevada.
"Since we filed the first lawsuit in May, we've heard from
homeowners and industry insiders who have validated our
conclusions that Countrywide and LandSafe were gaming the system,
causing thousands of homeowners to overpay for their home
purchases by tens of thousands of dollars," said Steve Berman,
managing partner of HBSS.
Berman noted that since the first suit was filed, he has heard
from hundreds of homeowners, many desperate to dig out of the
financial hole the suit contends KB and Countrywide put them in
through the alleged scheme.
"No one wants to learn they overpaid for a home, and certainly not
because the builder and the appraiser rigged the game," Berman
noted.
According to the 94-page complaint, Countrywide funneled all its
KB customers' home appraisals to a single person at LandSafe, an
appraisal subsidiary of Countrywide, who in turn would deliver an
appraisal value at whatever KB and Countrywide ordered.
The named plaintiff, Stephanie Sullivan, purchased her home in
2006 for $426,000. An appraisal conducted a year later reported
her home was worth $310,000 and cited that the market was not the
reason for the lower value but rather an inaccurate and fraudulent
appraisal.
In 2007, Ms. Sullivan's husband was laid off and they were unable
to pay the mortgage. The Sullivans tried to work with Countrywide
to modify the loan but the lending giant refused, filing a lien on
the home and eventually foreclosed, pushing the Sullivans into
bankruptcy.
The suit claims all KB Homes in the Southeast segment were
targeted by the scheme. The complaint states between 2006 and
2008 more than 19,000 homes were delivered to the area. At an
average price of $225,000 a home, and conservatively assuming an
average inflated appraisal of $30,000 per home, that amounts to
almost $600 million in inflated contract prices, the suit states.
"The appraisal is a critical step in the home-purchasing process,
designed to be an independent evaluation of the property's value,"
Mr. Berman added. "We allege that KB and LandSafe dealt from the
bottom of the deck, robbing homeowners of millions of dollars."
In July 2005, KB settled an investigation with U.S. Department of
Housing and Urban Development (HUD) for $3.2 million. The payment
settled 13 underwriting violations found by HUD and resulted in
the largest administrative penalty payment in the agency's
history.
One week prior to the announcement of the HUD settlement, KB
announced it was selling its mortgage arm to Countrywide and
together the companies formed Countrywide-KB, a joint venture that
exclusively provides loans to KB home purchasers, the suit states.
The lawsuit lists several claims against the defendants including
violations of the Racketeer Influenced and Corrupt Organizations
Act, violation of California unfair competition law, violation of
Florida deceptive and unfair trade practices act, unjust
enrichment and violations of Real Estate Settlement Procedures
Act.
The lawsuit represents anyone who used Countrywide and LandSafe to
finance a home purchased through KB Home in Florida, South
Carolina or North Carolina. To join this case, homeowners can
contact attorneys by visiting
http://www.hbsslaw.com/kbhomes
kbhomes@hbsslaw.com
(206) 623-7292.
About Hagens Berman
Hagens Berman Sobol Shapiro is a nationally recognized class-
action and complex-litigation law firm based in Seattle with
offices in San Francisco, Chicago, Boston, Los Angeles and
Phoenix. Among recent successes, HBSS negotiated a $300 million
settlement in the DRAM memory antitrust litigation, the largest
antitrust settlement in U.S. history, recovered $340 million on
behalf of Enron employees, and was part of the leadership team in
the $3 billion Visa/MasterCard settlement. In pharmaceutical
litigation, the firm's recent successes include a $350 million
settlement with McKesson, more than $200 million with other
parties in drug-pricing litigation, and a $150 million settlement
regarding Lupron. HBSS represented Washington and 12 other states
against the tobacco industry that resulted in the largest
settlement in history.
About KB Home
KB Home -- http://www.kbhome.com/-- has delivered hundreds of
thousands of quality homes for families since its founding in
1957. The Company is distinguished by its Built to Order(TM)
homebuilding approach that puts a custom home experience within
reach of its customers at an affordable price. Los Angeles-based
KB Home was named the #1 homebuilder on FORTUNE (R) magazine's
2009 "World's Most Admired Companies" list. The Company trades
under the ticker symbol "KBH," and was the first homebuilder
listed on the New York Stock Exchange.
The TCR reported on July 28, 2009, that Standard & Poor's Ratings
Services assigned its 'BB-' rating to KB Home's new $265 million
9.100% senior unsecured notes due 2017. S&P also assigned a '4'
recovery rating to the notes, indicating S&P's expectation for an
average (30%-50%) recovery in the event of a payment default.
According to the TCR on July 28, 2009, Moody's Investors Service
assigned a B1 rating to KB Home's $265 million of 9.1% senior
unsecured notes, net proceeds of which will be used to retire up
to $250 million of the company's 6 3/8% senior unsecured notes due
2011. At the same time, Moody's affirmed all of the existing
ratings of KB Home, including its B1 corporate family, probability
of default, and senior notes' ratings. Moody's also affirmed the
company's speculative grade liquidity rating at SGL-2. The
outlook remains negative.
As reported by the TCR on July 27, 2009, Fitch Ratings assigned a
'BB-' rating to KB Home's $265 million 9.100% senior notes due
July 2017. The Rating Outlook is Negative. The issue will be
ranked on a pari passu basis with all other senior unsecured debt,
including KB Home's $650 million unsecured bank credit facility.
KB Home intends to apply all or a portion of the net proceeds from
the senior notes offering toward the payment of the purchase price
in a tender offer for its outstanding 6 3/8% senior notes due
2011.
KIEBLER SLIPPERY: Has Until Jan. 23 to File Disclosure Statement
----------------------------------------------------------------
The Hon. Randolph Baxter of the U.S. Bankruptcy Court for the
Northern District of Ohio has set Jan. 23, 2010, as the last day
for Kiebler Slippery Rock LLC to file its disclosure statement
explaining the Plan of reorganization.
The Court has also established Jan. 7, 2009, as the claims bar
date.
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: Hearing on Chapter 11 Trustee Set for Dec. 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio is set
to consider the appointment of a Chapter 11 Trustee in the case of
Kiebler Slippery Rock LLC on Dec. 16, 2009 at 1:15 p.m. The
hearing will be held at H.M. Metzenbaum - No. 2B Judge Baxter
Courtroom.
As reported in the Troubled Company Reporter on Oct. 14, 2009,
Martik Brothers, Inc., asked for the appointment of a Chapter 11
Trustee to operate the Debtor'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.
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: UnitedTech Acquires LandAm Onestop
-----------------------------------------------------
UnitedTech Lender Services (UTLS) has purchased assets of
LandAmerica OneStop, which includes the Default Services division,
formerly known as LandAmerica Default Services Company, and
BackInTheBlack (R), the industry's most comprehensive end-to-end
default servicing technology platform. These former LandAmerica
business units are now known as UTLS Default Services and UTLS
BackInTheBlack.
"With proven client focused methodologies in place, we will
quickly build on the foundation of providing innovative and
superior business solutions to our clients," states Tim Walsh,
President, UTLS. Mr. Walsh adds, "Our default management clients
are increasingly challenged with delinquencies and foreclosures,
as well as the increased focus on regulatory compliance and loss
mitigation. Blending the service capabilities with the
BackInTheBlack technology enables UTLS to offer the mortgage
industry the best and most integrated default and technology
servicing solutions in the marketplace."
About UnitedTech Lender Services Inc.
UnitedTech Lender Services Inc. is the holding company to
emerging lender service companies, UTLS Default Services and UTLS
BackInTheBlack. The UTLS companies provide end-to-end products
and services to lenders and servicers across the U.S., and
continue to expand their client base with offices in
Irvine, Pittsburgh and Baltimore.
About LandAmerica Financial Group
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: Willkie Farr Bills $2.5 Mil. for June-Aug.
-------------------------------------------------------------
Professionals retained in LandAmerica Financial Group Inc.'s
bankruptcy cases have filed interim applications for the allowance
of their fees and expenses incurred from June 1, 2009, through
August 31, 2009, pursuant to Sections 330 and 331 of the
Bankruptcy Code. The requested fees and expenses aggregate
approximately $10,400,000.
A. Debtors' Professionals
Professional Period Fees Expenses
------------ --------- ---------- --------
Willkie Farr & 06/01/09- $2,478,163 $115,329
Gallagher LLP 08/31/09
McGuireWoods LLP 06/31/09- 2,772,511 48,527
08/31/09
Williams, Mullen, 06/01/09- 38,373 66
Clark & Dobbins, 08/31/09
P.C.
Deloitte Tax LLP 03/23/09- 517,964 11,489
08/31/09
B. Official Committee of Unsecured Creditors' Professionals
Professional Period Fees Expenses
------------ -------- --------- --------
Bingham McCutchen 06/01/09- $1,719,206 $63,811
LLP 08/31/09
Akin Gump Strauss 06/01/09- 1,093,624 88,985
Hauer & Feld LLP 08/31/09
Alvarez & Marsal 06/01/09- 747,189 44,041
North America, LLC 08/31/09
and Alvarez &
Marsal Dispute
Analysis &Forensic
Services, LLC
LeClairRyan, A 06/01/09- 404,412 43,810
Professional 08/31/09
Corporation
Protiviti Inc. 06/31/09- 378,069 11,611
08/31/09
Tavenner & Beran, 06/01/09- 89,432 703
PLC 08/31/09
McGrath North Mullin & Kratz, PC LLO has submitted to the Court
its first and final fee application pursuant to Sections 330 and
331 of the Bankruptcy Code for allowance of compensation and
reimbursement of expenses for the period from December 1, 2008, to
August 31, 2009, for professional services it rendered as special
counsel to the Official Committee of Unsecured Creditors of
LandAmerica Financial Group, Inc. McGrath North seeks an
aggregate final allowance of $5,416, consisting of $4,676 in fees
and $740 in expenses incurred during the Fee Period.
About LandAmerica Financial Group
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)
LDG SOUTH: Seeks $8MM in DIP Financing from EFO Financial
---------------------------------------------------------
LDG South, LLC, and its debtor affiliates seek permission from the
U.S. Bankruptcy Court for the Middle District of Florida to borrow
from EFO Financial Group, LLC, and/or its participants up to
$8,377,283, secured by a first priority mortgage and lien on all
property of the Debtors including properties which are or may be
subject to existing liens that secure the obligations owed to the
prepetion lenders.
The Debtors entered into various loan agreements with Ironstone,
Bank of Florida and Bank of America, N.A. (Pre-Petition Lenders)
and executive various loan documents memorializing the terms of
the borrowings (the Pre-Petition Loan Documents).
As of the Petition Date, the Pre-Petition Lenders contend that
they are owed a total of $69,218,250 and such debt is apportioned
among the Pre-Petition Lenders:
BORROWER LENDER AMOUNT
-------- ------ ------
LDG QW-M61-90, LLC Ironstone $2.2 million
LDG Sarasota CI, LLC Bank of America $8.5 million
LDG South, LLC Bank of America $20.6 million
LDG South II, LLC Bank of America $34 million
LDG Terrazza, LLC Bank of America $3.2 million
Bank of Florida $718,250.00
The Debtors believe that the Pre-Petition Lenders will assert
that:
(a) they have perfected security interests in or mortgages on
the collateral (which will include four residential villas
and 55 developed lots located in the residential community
of Grey Oaks within the City of Naples in the State of
Florida); and
(b) their perfected security interests and mortgages generally
enjoy priority over all other liens, other than property
taxes.
The Debtors have prepared a budget setting forth the amounts
sought to be borrowed during the initial 30 days. The Debtors
will submit another long-term budget prior to the final hearing on
the Motion.
The Debtors say that if they fail to obtain financing, they won't
be able to continue to operate and construction and sales
activities will stop. The cessation of operations and the
inability to fund carrying, construction, and other costs and
expenses would have a material adverse effect on the value of the
Debtors' assets. It will delay completion and add to the costs of
completion and negatively impact the recovery to all parties.
The Debtors will be seeking the Court's permission to enter into a
postpetition Management Agreement by and between The Newport
Companies, LLC, and the Debtors. Under the Management Agreement,
Newport will be responsible for administering such loan proceeds.
Terms of the Five DIP Loans
a. Amounts of the DIP Loans: The five DIP Loans will be in the
maximum amount of up to $8,377,283) and will be apportioned
as:
TOTAL
BORROWER COMMITMENT INTERIM FINAL
-------- ---------- ------- -----
LDG SOUTH, LLC $1,431,024 $266,520 $1,164,504
LDG SOUTH II, LLC $582,534 $48,766 $533,768
LDG SARASOTA CI, LLC $5,633,379 $1,647,642 $3,985,737
LDG QW-M61-90, LLC $204,768 $21,182 $183,586
LDG TERRAZZA, LLC $525,578 $206,472 $319,106
Proceeds of the five DIP Loans will be advanced by the DIP Lender
to the Debtors upon the entry of an interim of final order
granting this Motion consistent with the terms of the Budget.
b. Interest Rate: The non-default rate of interst for the five DIP
Loans will be 14% per annum.
c. Documents: The DIP Loan Documents will consist of a promissory
note, mortgage, a security agreement, together with any other
documents reasonable requested by the DIP Lender.
d. Repayments: The Debtors may repay the five DIP Loans in whole
or in part from excess cash, including a portion of the
proceeds from closing on sales of parcels of real property.
e. Term and Termination: The Termination Date for the five DIP
Loans will be 12 months from the date of the date of the
initial advance under the five DIP Loans (the Maturity Date),
unless terminated earlier pursuant to the occurrence of an
Event of Default or renewed at the option of the DIP Lender.
f. Liens: The Debtors' obligation to repay the DIP Lender under
the terms of the five DIP Loans will be accorded a senior,
valid mortgage and lien on the Collateral, senior to all other
pre-petition liens and mortgages. The DIP Lender will not be
granted a lien on any claim or cause of action arising under
Sections 544, 545, 547, 548, 549 or 553(b) of the Bankruptcy
Code (Avoidance Actions).
g. Administrative Claims: The Debtors' obligations to repay the
DIP Lender under the terms of the five DIP Loans will be
accorded superpriority administrative expense status, subject
only to the fees of the Office of the U.S. Trustee.
h. Events of Default: The DIP Loan Documents for each loan will
contain standard default provisions as events of default,
including (i) failure to pay the specific DIP Loan in full,
with interest, by the end of the Maturity Date; (ii) the
Debtors ceasing to operate; (iii) the dismissal or conversion
of the bankruptcy case; (iv) the appointment of a trustee or an
examiner with expanded powers; (v) the entry of an order
granting relief from the automatic stay to any party as to any
property of the estate; (vi) entry of an order approving the
transfer of the Properties to a party other than the DIP Lender
and other than in the ordinary course of business; or (vii)
confirmation of a plan of reorganization which does not provide
for the treatment of the DIP Loan in the same manner as
provided in the Motion and the DIP Loan Documents.
The liens to be granted in favor of the DIP Lender will prime the
prepetition liens in favor of the Pre-Petition Lenders on the
collateral described in the Pre-Petition Loan Documents. The
liens granted will also prime any liens in favor of a tax
collector, other than ad valorem property taxes for the tax year
2009 and subsequent years, and all mechanic and other statutory
liens. The DIP Lender will not be granted a lien on any Avoidance
Actions.
The DIP Lender will be granted and allowed a superpriority
administrative expense claim, having priority and right of payment
over any and all other obligations, liabilities, and indebtedness
of the Debtors, now in existence or hereafter incurred by the
Debtors and over any and all administrative expenses or priority
claims, subject to the fees of the Office of the U.S. Trustee.
The liens and security interests of the DIP Lender upon and in the
assets and property of the Debtors and its estate will be
subordinate to the fees and expenses of the Office of the U.S.
Trustee.
The Debtors, after failing to obtain unsecured credit and credit
secured by a lien on property of the estate that isn't otherwise
subject to a lien and credit secured by a junior lien on property
of the estate that is subject to a lien, have concluded that the
financing to be provided under the terms of this Motion represents
the best financing available to the Debtors and is in the best
interests of the Debtors, their creditors and other parties in
interest.
The Debtors allege that the Pre-Petition Lenders, the DIP Lender
and all other lien holders in the absence of consent to the relief
requested will be adequately protected by virtue of factors
including:
a. The completed homes will continue to serve as collateral for
the Pre-Petition Lenders' loans;
b. Amounts advanced by the DIP Lender will be used to finish the
Properties, carry the Properties following their completion,
sell the lots or homes for the benefit of the Pre-Petition
Lenders and other inferior lien holders, and administer these
case in accordance with a budget approved by the DIP Lender and
subject to approval of the Court;
c. The value of the completed homes following sufficient time to
market and sell will be in excess of the combined amounts owed
to the Pre-Petition Lenders, the amount of the five DIP Loans
and the other inferior lien holders;
d. The value of the homes in their current state will increase in
value by an amount equal to or greater than the proceeds from
the five DIP Loans;
e. Payments proposed to be made to the general contractor and
subcontractors and suppliers are already included within the
undisbursed loan proceeds approved by the Pre-Petition Lenders
as necessary for the project. Payment of these expenses will
relieve the Pre-Petition Lenders from potential liability for
its failure to disburse the funds, constituting an additional
element of adequate protection; and
f. The value of the existing purchase and sale agreements will be
preserved. Absent completion, the value of these contracts
will become zero. Closing of these contracts will permit
deferred cash payments to be made to the Pre-Petition Lenders
to reduce their secured claims.
About LDG South
Naples, Florida-based LDG South, LLC, filed for Chapter 11
bankruptcy protection on October 22, 2009 (Bankr. M.D. Fla. Case
No. 09-24038). Stephen R. Leslie, Esq., at Stichter, Riedel,
Blain & Prosser assists the Company in its restructuring efforts.
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.
LDG SOUTH: Seeks $247,000 of Financing from Newport
---------------------------------------------------
LDG South, LLC, and its debtor-affiliates are seeking the
permission of the U.S. Bankruptcy Court for the Middle District of
Florida to borrow on a secured line of credit basis from The
Newport Companies, LLC, et al., the maximum amount of $247,443.
The DIP Lenders are comprised of affiliates of the Debtors, and
are also unsecured creditors of the Company. The DIP Lenders,
other than ALS Holding, are:
-- Jeffrey Benham;
-- Michael Diamond;
-- Nina Diamond;
-- Robert Epstein;
-- Lynn Epstein;
-- Sandra Kom;
-- Arthur Shafran;
-- Lusia Shafran;
-- Berkshire Holdings, LLC;
-- MND Holding Company, LLC;
-- ALS Holding Company, LLC;
-- NS Equities, LLC;
-- Topstone Limited Partnership;
The Debtors are seeking to obtain postpetition financing and incur
postpetition indebtedness which will be secured by first liens on
and security interests in unencumbered property of the Debtors and
junior liens on and security interests in property encumbered by
existing liens, subject to existing encumbrances and possible
priming by additional DIP financing in an amount not to exceed
$8,377,283.
The Debtors are also asking the Court to grant the DIP Lenders a
superpriority administrative expense claim subject to possible
priming by additinoal DIP financing in an amount not to exceed
$8,377,283, and subject to carve-outs as set forth hereafter.
Pre-Petition Debt Structure
The Debtors entered into various loan agreements with Ironstone,
Bank of Florida and Bank of America, N.A., and executed various
loan documents memorializing the terms of such borrowings (the
Pre-Petition Loan Documents).
As of the Petition Date, the Pre-Petition Lenders contend they are
owed a total of $69,218,250 and such debt is apportioned among the
Pre-Petition Lenders:
BORROWERS LENDER AMOUNT
--------- ------ ------
LDG QW-M61-90, LLC Ironstone $2.2 million
LDG Sarasota CI, LLC Bank of America $8.5 million
LDG South, LLC Bank of America $20.6 million
LDG South II, LLC Bank of America $34 million
LDG Terrazza, LLC Bank of America $3.2 million
Bank of Florida $718,205 million
The Debtors believe that the Pre-Petition Lenders will assert that
they have perfected security interests in or mortgages on the
collateral real properties and that their perfected security
interests and mortgages generally enjoy priority over all other
liens, other than property taxes.
The Debtors are negotiating with other third parties regarding
additional post-petition financing and have obtained the consent
of the DIP Lenders to subordinate their rights under this DIP
facility to the liens and claims of a new lender for additional
loans of up to $8,377,283.
The Debtors have an ongoing home sales program and have also filed
a motion to approve existing sales contracts and establish
procedures governing future sales. The proceeds from sale of
homes may constitute cash collateral of the Pre-Petition Lenders.
The Debtors will file a motion seeking to use cash collateral to
fund operating expenses and business operations. The Debtors
anticipate that revenues generated from future sales and/or the
use of cash collateral may be insufficient to pay those expenses
related to on-going operations and construction and marketing
activities. The DIP Lenders have agreed to make funds available
to the Debtors to supplement their cash flow.
The Debtors have prepared a budge that sets forth the amounts
sought to be borrowed.
The Debtors won't be able to continue to operate and construction
and sales activities will stop if they fail to obtain financing.
The cessation of operations and failure to fund carrying and other
costs and expenses would have material adverse effect n the value
of the Debtors' assets. It will delay completion and add to the
costs of completion. It will also negatively affect the recovery
to all parties, including the Pre-Petition Lenders.
The Debtors will be asking the Court to let it enter into a
postpetiton Management Agreement by and between The Newport
Companies, LLC, and the Debtors. Newport has been operating and
managing the Debtors for the better part of the past year. Under
the Management Agreement, Newport will be responsible for
administering such loan proceeds.
The terms of the DIP Loan, the Budget, and a list of the real
properties pledged as collateral are available for free at:
http://bankrupt.com/misc/LDGSOUTH_postpetitionfinancing.pdf
The DIP Lenders will be granted and allowed a superpriority
administrative claim.
Prior to the Petition Date, the Debtors approached other potential
lenders and were unable to obtain financing on terms as favorable
as those offered by the DIP Lenders.
About LDG South
Naples, Florida-based LDG South, LLC, filed for Chapter 11
bankruptcy protection on October 22, 2009 (Bankr. M.D. Fla. Case
No. 09-24038). Stephen R. Leslie, Esq., at Stichter, Riedel,
Blain & Prosser assists the Company in its restructuring efforts.
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.
LEAR CORP: To Pay $12 Million Upfront Fee on Exit Loan
------------------------------------------------------
Tiffany Kary at Bloomberg News reports that Lear Corp. said its
$400 million loan to finance its exit from bankruptcy will have an
upfront fee of $12 million. Lear said in court documents that the
fee is associated with its exit loan, authorized by U.S.
Bankruptcy Judge Allan Gropper on Oct. 27.
The amount is an "aggregate amount of arrangement and upfront
fees" to be paid in connection with the "arrangement and closing
of the loan," lawyers for Lear wrote.
Lear said Oct. 26 in a filing with the U.S. Securities and
Exchange Commission that it got the loan at a lower interest rate
and with more favorable covenants than under its prior exit
financing.
On July 6, 2009, the Debtors entered into a credit and guarantee
agreement by and among the Company, as borrower, and the other
guarantors named therein, JPMorgan Chase Bank, N.A., as
administrative agent, and each of the lenders party thereto, which
provides the Company with debtor-in-possession financing subject
to the terms and conditions previously disclosed. The DIP
Agreement is convertible, at the Company's option, into an exit
facility of up to $500 million. The DIP Agreement also provides
the Company with the flexibility to obtain alternative post-
Effective Date financing in lieu of the Exit Facility.
Due to recent improvements in the capital markets and other
factors, the Company was able to negotiate such alternative
financing, and on October 23, 2009, the Company entered into a
$400 million Credit Agreement by and among the Company, certain
financial institutions party thereto and JPMorgan Chase Bank,
N.A., as administrative agent. The First Lien Agreement provides
for lower interest rates and fees and covenants more favorable to
the Company than those provided under the Exit Facility.
Pursuant to the terms of the First Lien Agreement, on the
Effective Date, the Company will have access to an initial funding
in an amount of $200 million, and a delayed draw funding in an
amount of up to $200 million to be drawn not later than 35 days
after the Closing Date Draw, the amount of the Delayed Draw to be
determined based on the terms of the Plan and the liquidity needs
of the Company. In addition, upon satisfaction of certain
conditions, the Company will have the right to increase the amount
available under the First Lien Agreement up to an aggregate amount
of $600 million.
Advances under the First Lien Agreement initially will bear
interest at a fixed rate per annum equal to (i) LIBOR (with a
LIBOR floor of 2%), as adjusted for certain statutory reserves,
plus 5.50%, payable on the last day of each applicable interest
period, but in no event less frequently than quarterly, or (ii)
the Adjusted Base Rate (as defined in the First Lien Agreement)
plus 4.50%, payable quarterly. In addition, the First Lien
Agreement obligates the Company to pay certain fees to the
lenders.
A copy of the Credit Agreement dated October 23, 2009, is
available for free at http://researcharchives.com/t/s?484b
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: Alvarez & Marsal Bills $16.5 Mil. for August
-------------------------------------------------------------
Alvarez & Marsal North America LLC filed its fourth quarterly
compensation report for the period June 1 to August 31, 2009.
The report showed that the firm received these amounts for
payment of fees and reimbursement of expenses during the period:
Compensation Period Professional Fees Expenses
-------------------- ----------------- --------
06/01/09 to 06/30/09 $18,551,698 $708,765
07/01/09 to 07/31/09 $17,813,729 $680,667
08/01/09 to 08/31/09 $16,490,497 $172,768
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Contempt Motion vs. Shinsei Denied
---------------------------------------------------
For reasons stated in the open court, Bankruptcy Judge James Peck
denied a request by Lehman Brothers Holdings Inc. to hold Shinsei
Bank Limited in contempt.
As reported by the Troubled Company Reporter on Sept. 4, 2009,
Shinsei Bank Limited asked the Bankruptcy Court to deny LBHI's
request to hold the bank in contempt for alleged violation
of the automatic stay.
LBHI and its affiliated debtors previously sought a bankruptcy
court ruling to hold Shinsei Bank in contempt after the bank
proposed an alternative plan of liquidation in the insolvency
proceeding of LBHI's Japanese unit, Sunrise Finance Co. Ltd.,
that would cause LBHI to lose $500 million of its claim against
Sunrise.
J. Ronald Trost, Esq., at Vinson & Elkins LLP, in New York,
describes LBHI's move as an "outrageous attempt to have this
[bankruptcy] court assert control over the insolvency proceeding
for Sunrise," which is an independent proceeding.
"Shinsei's actions do not violate the automatic stay because they
merely seek to determine the priority of the Lehman-affiliate
claims under Japanese insolvency law in the very forum where
[LBHI] and its affiliates assert them," Mr. Trost asserts in
court papers.
"The automatic stay is not a tool for Lehman to wrest
administration of a Japanese insolvency proceeding from the
Japanese courts by preventing the participation of parties who
take positions in that proceeding contrary to [LBHI's]
interests," Mr. Trost further asserts. "Otherwise, [LBHI] and
its affiliates would be free to press for equal treatment of
their $2.4 billion inter-company claims while Shinsei, and we
presume all other creditors, would be enjoined from appearing in
opposition."
The Debtors' move also drew flak from AB Svensk Exportkredit, PB
Capital Corporation, Banco Bilbao Vizcaya Argentaria S.A.,
Barclays Bank PLC, Barclays Capital Inc., and the administrators
of U.K.-based Lehman units. The Objecting Parties complained
that the motion, if granted, would prohibit creditors from
enforcing their rights in foreign insolvency proceedings while
the Debtors and their affiliates would not be subject to same
restriction. The Objecting Parties argued that filing a claim in
a foreign insolvency proceeding cannot be considered a violation
of the bankruptcy protection.
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Ended, Assigned $1BB in Corp. Loans for September
------------------------------------------------------------------
Pursuant to a court order authorizing Lehman Brothers Holdings
Inc. and its units to terminate or assign unfunded commitments and
enter into restructuring transactions with respect to their
corporate loans, the Debtors filed in Court a monthly report of
the transactions they made for September 2009.
The report showed that the Debtors terminated or assigned 17
corporate loans, with an aggregate outstanding principal balance
of $1,089,466,183. The Debtors did not make any payment in
excess of $1 million in connection with the termination or
assignment, the report said.
The Debtors also disclosed that they did not enter into any
restructuring transactions during the period in which they have a
beneficial interest in at least 10% of the outstanding principal
amount or which the outstanding principal amount due to them is
more than $50 million.
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: LBSF Wants to Compel Capital Auto to Honor Pact
----------------------------------------------------------------
Lehman Brothers Special Financing Inc. seeks a court ruling to
compel Capital Automotive L.P. to perform its obligations under
an ISDA master agreement.
LBSF and Capital Automotive executed the master agreement in 2006
to authorize their entry into three interest rate swap
transactions.
In court papers, Richard Slack, Esq., at Weil Gotshal & Manges
LLP, in New York, complains that Capital Automotive refuses to
perform its obligations under the agreement although LBSF has not
yet determined whether to assume or reject the agreement.
Capital Automotive owes LBSF about $19,872,959 for the period
November 2008 to October 2009 under the deal, which the company
allegedly refuses to pay, according to Mr. Slack.
"While LBSF is determining whether to assume or reject the
agreement, the unilateral cessation of required payments is
prohibited and constitutes a violation of the automatic stay,"
Mr. Slack says.
"By refusing to pay LBSF amounts owed under the agreement,
Capital [Automotive] has effectively usurped LBSF's well-
recognized right to assume or reject an executory contract," he
further says.
Mr. Slack says LBSF is concerned with Capital Automotive's
ability to pay and wants the company to perform its obligations
without delay in light of the downgrade by Standard & Poor's
Ratings Services of Capital Automotive's credit rating from BB to
B in April 2009 due to pressure on its tenant base of automobile
dealers caused by drops in auto sales.
The Court will hold a hearing on November 18, 2009, to consider
approval of LBSF's request. Creditors and other concerned
parties have until November 13, 2009, to file their objections.
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Reports on De Minimis Sales for October
--------------------------------------------------------
Pursuant to the court-approved process governing the sale or
abandonment of their de minimis assets, the Debtors filed a
monthly report disclosing that they have not sold or abandoned
any of their de minimis assets as of October 14, 2009.
The Debtors also filed in Court notices of the proposed sale of
their de minimis assets to these buyers:
Purchaser Description of Assets Price
--------- --------------------- --------
Edward Wisniewski Residential Real Property $335,000
Mr. Gelestathis Residential Real Property $416,000
Nabeel Sayed Residential Real Property $551,000
Blao Yuan He Residential Real Property $323,650
Amanda Walker Residential Real Property $360,050
Alfred & Bonita Henry Residential Real Property $330,000
Rick Coleman Residential Real Property $342,000
Albert & Margaret Residential Real Property $310,000
Recio
William Hanson & Residential Real Property $390,000
Yvette Petion
Suresh Marri & Residential Real Property $560,000
Srinidhi Kallem
Mike Tarakhchyan & Residential Real Property $360,050
Tatevik Karsian
Christopher Fritz Residential Real Property $356,000
Namery Sadik Residential Real Property $430,000
Doreh Derakhshan Residential Real Property $820,000
Ridgeside Homes Inc. Residential Real Property $375,000
David Rodden Residential Real Property $425,000
Tommy Malone Residential Real Property $325,000
Frederick Fairfield Residential Real Property $800,000
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 other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LYONDELL CHEMICAL: Examiner Report Due by End of November
---------------------------------------------------------
At Judge Robert Gerber's directive issued October 28, 2009, Diana
G. Adams, United States Trustee for Region 2, appointed on
October 30, Prof. Jack F. Williams, JD, CIRA, CDBV as examiner of
the Debtors' estates pursuant to Section 1104(c) of the Bankruptcy
Code. Judge Gerber affirmed the appointment of Mr. Williams as
examiner also on October 30.
Prior to this, Judge Gerber commented at the hearing held
October 26, 2009, that a $5 million unsecured debt threshold to
make an examiner appointment as mandatory is tiny in major
bankruptcy cases making the appointment inevitable, according to
The Associated Press. Judge Gerber said judges should have the
discretion to decide when an examiner is appropriate and when it
is merely a litigation or negotiating ploy, AP added.
The AP further disclosed that Judge Gerber criticized the U.S.
Trustee for supporting the appointment without looking into the
scope of the investigation the examiner will undertake.
Judge Gerber clarified that the appointment of the Examiner is
not based on, and does not represent, a finding by the Court that
an examiner is needed because of any wrongdoing or impropriety by
the Debtors or any other party, or that there is probable cause
of any wrongdoing or impropriety.
Examiner's Duties
Judge Gerber ruled that the Examiner will conduct an
investigation solely to determine whether the Debtors have done
anything out of the ordinary in connection with their decisions
regarding:
(1) the selection of a sponsor of the equity rights offering
contemplated by the Debtors as part of their exit
financing package required for emergence from Chapter 11;
(2) whether or not to get new DIP facility financing; and
(3) proposing a litigation reserve in the Debtors' proposed
plan of reorganization;
in each case solely by reason of a conflict of interest or
other breach of fiduciary duty or by acting in bad faith.
Judge Gerber said that the Examiner will not investigate on, or
report on, the Debtors' business judgment or merits of any
party's plan proposals.
The Examiner is authorized to comment on, but not to
affirmatively investigate, whether and to what extent any party
has used leverage in the Debtors' Chapter 11 cases to put
pressure on the Debtors in connection with any plan proposal.
However, the Examiner will not interfere with or delay the
Debtors' confirmation process.
Pursuant to Rule 9031 of the Federal Rules of Bankruptcy
Procedure, the Examiner is not a "master" and will not have the
powers of a "master" with respect to any matters, said the Court.
The Examiner will complete the Investigation and will prepare and
transmit a written report under Section 1106(b) under seal with
the Court within 30 days of the date of the order affirming the
appointment and identity of the Examiner entered October 30,
2009.
Prior to filing the Report under seal with the Court, the
Examiner will provide a copy of the unredacted Report on a highly
confidential basis, not to be distributed to any third parties,
to the Debtors, their professionals, and to these parties-in-
interest and their professionals: (i) the United States Trustee;
(ii) the Official Committee of Unsecured Creditors; (iii) the Ad
Hoc Group of Senior Secured Lenders; (iv) Bank of New York
Mellon; (v) Wilmington Trust Company; (vi) Law Debenture Trust
Company of New York; (vii) the DIP Agents, including the
administrative agents,; (viii) the Administrative Agent for the
Bridge Facility; (ix) LeverageSource III, S.a.r.l.; and (x)
Access Industries, Inc. and their affiliates. Any parties
receiving copies of the report must ensure that any of their
trading activity is fully consistent with applicable law and
prior orders of the Court.
The parties receiving the Report will have five days after
receipt of the Report to file a reply under seal with the
Court, with unredacted copies to the other parties who have
received the unredacted Report. Each Reply will, among other
things, address to what extent that party contends that the
Report, with or without redactions, should be made a public
document or conversely, could not be made public without damage
to the Debtors' estates' ability to maximize value for all
creditors in accordance with Section 107 of the Bankruptcy Code.
After receipt of the Report and any Replies, a hearing or
chambers conference will be held to address further proceedings
that might flow from the substance of the Report.
The Examiner will not make any public disclosures concerning
the performance of the Investigation or the Examiner's duties.
The Examiner will have a budget of up to $200,000 for all
fees and costs with which to conduct the Investigation and
prepare and file the Report. The Examiner will file a fee
application with the Court, subject to Court approval. The
Debtors' estates will pay the Examiner amounts as are approved by
the Court.
The Examiner is permitted to retain professionals to assist in
performing its duties, provided that the Examiner's budget will
not be increased for that purpose. No materials provided to or
produced by the Examiner will be subject to discovery in any
matter unless those documents would be discoverable.
Judge Gerber directed all parties to cooperate with the Examiner
in the investigation.
U.S. Trustee Sought of Extension of Time
To Find Qualified Examiner
Before Mr. Williams' appointment, the U.S. Trustee sought and
obtained an extension of the time within which she may nominate a
qualified examiner. Ms. Adams explained that although several
professionals contacted were qualified, they had conflicts of
interest that prohibited them from accepting the appointment.
With regards Mr. Williams' appointment, the U.S. Trustee said she
has consulted counsel with the Debtors; the Official Committee of
Unsecured Creditors; UBS AG, Stamford Branch, as administrative
agent under the DIP Term Loan Agreement; UBS Securities, LLC on
behalf of the lead arranger defendants; The Bank of New York and
Bank of New York Mellon Trust Company, N.A. as trustee under
indentures for Lyondell Chemical's and Equistar Chemicals, LP's
noteholders; Access Industries, Inc., Access Industries Holdings,
LLC, AI International, S.a.r.l., Nell Limited, Len Blavatnik,
Lincoln Benet and Philip Kassin; Citibank, N.A.; LeverageSource
III, S.a.r.l.; and LeverageSource III, S.a.r.l.
The U.S. Trustee maintained that Mr. Williams' connections with
Lyondell, its creditors, any party-in-interest, and the U.S.
Trustee are limited.
Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, disclosed that the Debtors submitted a proposed order
on the Committee's Motion to Appoint a Sec. 1104(c) Examiner
reflecting a consensus reached among the Debtors, the Committee
and the Ad Hoc Group of Lenders. The Debtors, however,
inadvertently omitted to send the draft to the U.S. Trustee for
input before submitting the proposed order. The U.S. Trustee
then advised the Debtors that she will file a proposed counter-
order and the Debtors will consult with the U.S. Trustee on the
terms of the proposed order. Accordingly, at the Debtors'
behest, Judge Gerber deferred consideration of the Debtors'
proposed order to allow the U.S. Trustee to submit a counter-
order.
Committee Addresses Objections
Prior to the Court's entry of the October 28, 2009 Order
directing the U.S. Trustee to appoint an examiner, the Official
Committee argued that an examiner should be appointed to
investigate and report to the Court on a conflicted plan process
that manifests primarily in three areas:
(i) the emergent choice of Ares Management, Apollo Management
LP, members of the Ad Hoc Group and Access Parties as
rights offering sponsor all of whose members are defendants
in the action commenced by the Committee against the
Debtors' prepetition lenders and directors and who will use
the power gained over the plan process by their selection
to force an undervalued settlement or present the Court
with an unacceptable risk of a liquidation;
(ii) the failure to formulate a plan with an appropriate reserve
for the Committee Action; and
(iii) the use of the DIP maturity date as a hammer over the head
of the Court and the Committee when it comes to resolving
the Committee Action.
Edward S. Weisfelner, Esq., at Brown Rudnick LLP, in New York,
argued that the process-oriented scope for the examiner's
investigation that the Debtors proposed is intended to
predetermine the ultimate result -- an examiner's report that
whitewashes the conflicts besetting the plan process. Similarly,
the Debtors' proposed mandate for the examiner plainly is not
broad enough, he said. He asserted that the potential problems,
conflicts and concerns that arise with the selection of the Ad
Hoc Sponsor Group as the equity rights offering sponsor must be
addressed immediately and cannot wait until after the fact when
the Debtors seek Court approval of their selection. Contrary to
the Ad Hoc Group of Senior Secured Lenders' assertions, the
Committee represents the interests of creditors holding
$5 billion in unsecured claims, and is bringing those issues to
the Court's attention at the earliest possible moment while a
request for an examiner is still meaningful, he insisted.
Thus, the Committee proposed that the scope of examiner's initial
mandate should be to investigate and report to the Court on the
exit financing and the Plan. The Committee agreed with the
Debtors' suggestion as to timing for the initial report that the
Committee has proposed. The report would, thus, be due by
November 27, 2009. The Committee believes that an appropriate
budget for the initial phase is $200,000.
Moreover, since the Court can control the examiner's scope and
decide whether or not to expand it based on the circumstances and
how the Court sees the progress in the Debtors' Chapter 11 cases,
the examiner's mandate should be left open for the Court to
consider at a later date to expand the scope, Mr. Weisfelner
said.
The Committee, hence, asked the Court to overrule the objections
and grant its request for appointment of an examiner under
Section 1104(c).
The Committee also sought and obtained the Court's approval to
file under seal "Exhibit A" to its reply in support of its Motion
to Appoint Section 1104(c) Examiner, citing that Exhibit A is
designated as either confidential or highly confidential pursuant
to an Agreement of Confidentiality between the Debtors and the
Committee.
The Bank of New York Mellon and the Bank of New York Mellon Trust
Company, as indenture trustee for the holders of certain notes
issued by Lyondell Chemical Company and Equistar Chemicals, LP,
joined in the Committee's Motion to Appoint Examiner under Sec.
1104(c). BoNY proposed that the examiner's initial mandate
should include the investigation and report on the Debtors'
efforts to refinance the DIP Facility, including any proposals
solicited or received from potential alternative sources of DIP
Financing.
About Lyondell Chemical
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LYONDELL CHEMICAL: Opposes Law Debenture Standing to Pursue Claims
------------------------------------------------------------------
Law Debenture Trust Company of New York, as trustee for 7.625%
Senior Unsecured Notes due 2026 by Debtor Millennium America,
Inc., asks the Court for standing to commence an adversary
proceeding on behalf of the estates of Debtors Millennium
America, Inc.; Millennium Chemicals, Inc.; Millennium US Op Co.
LLC; Millennium Worldwide Holdings I, Inc.; Millennium Specialty
Chemicals Inc.; Millennium America Holdings Inc.; Millennium
Petrochemicals GP LLC; Millennium Petrochemicals Partners, LP;
and Millennium Petrochemicals Inc. to avoid as fraudulent
conveyances over $1 billion of guaranty claims.
Pursuant to the December 20, 2007 acquisition of Lyondell
Chemical Company by Basell AF S.C.A., the Millennium Guarantors
became restricted subsidiaries of Basell and became joint and
several guarantors of the payment of obligations under their
guarantees of 8.375% Senior Notes due 2015 issued by Nell AF
S.a.r.l. pursuant to a Fourth Supplemental Indenture dated
December 20, 2007.
Thus, Law Debenture's proposed complaint seeks to recover
fraudulent transfers, to equitably subordinate certain secured
claims, to avoid preferential transfers, and to recover damages
for breach of fiduciary duty and breach of contract from
Wilmington Trust Company, as indenture trustee for the Nell
Noteholders. A full-text copy of the proposed complaint is
available for free at:
http://bankrupt.com/misc/Lyondell_LawDebenturePropComplaint.pdf
Douglas L. Furth, Esq., at Golenbock Eiseman Assor Bell & Peskoe
LLP, in New York, notes that while the Official Committee of
Unsecured Creditors initiated a complaint seeking fraudulent
conveyances against the Debtors' prepetition lenders and the
directors, the Committee however did not seek fraudulent
conveyances relating to the guarantees executed by the Millennium
Guarantors pursuant to the Merger. Absent Law Debenture's
proposed complaint, the claims of unsecured creditors of the
Millennium Guarantors could be diluted by over $1 billion of
claims by the holders of the Nell Guaranties, he says.
Mr. Furth assures the Court that the Law Debenture Complaint will
easily withstand a motion to dismiss and satisfy the colorable
standard used by the bankruptcy courts. Since the potential
recoveries for the Millennium Guarantors are enormous, the cost
of prosecution relatively modest and the Millennium Guarantors
have waived their right to bring claims relating to the Merger,
the Court's decision to confer standing on Law Debenture to
prosecute its claims on behalf of the Millennium Guarantors is
appropriate, he maintains.
Debtors Object
Israel Dahan, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, Debtors' counsel, notes that Law Debenture Trust Company of
New York, as trustee for 7.625% Senior Unsecured Notes due 2026
by Debtor Millennium America, Inc.'s seeks standing to pursue
claims that involve the solvency of the individual Debtors, an
issue the Court will address in Phase 1-A trial in the action
initiated by the Official Committee of Unsecured Creditors
against the Debtors' prepetition lenders and directors. He
reminds the Court that pursuant to the Final Case Management
Order entered in the Committee Action, before any issues of
individual Debtor solvency can be addressed, the threshold issue
of enterprise solvency must first be determined. Only after this
threshold issue is determined, will the case proceed into Phase
I-A, he stresses. In this light, it is premature to decide
whether Law Debenture should be granted standing to pursue the
claims in its proposed complaint, he insists.
With respect to the issue of whether Law Debenture has a
colorable claim, the Court need not entertain that question at
this time because the resolution of that issue should be clear
once Phase I is resolved, Mr. Dahan says. Granting Law
Debenture's Motion for Standing and allowing Law Debenture to
file the Proposed Complaint will unlikely benefit the Debtors'
reorganization at this time, he maintains.
Thus, the Court asks the Court to deny Law Debenture's Motion for
Standing at this time.
About Lyondell Chemical
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LYONDELL CHEMICAL: Panel Wants Longer DIP Loans Extension
---------------------------------------------------------
Lyondell Chemical Company and its debtor affiliates notified the
U.S. Bankruptcy Court for the Southern District of New York on
October 14, 2009, of their intention to enter into:
(i) an Amendment No.5 to the DIP ABL Credit Facility among the
Debtors, Citibank, N.A., as administrative agent and
collateral agent, UBS Securities LLC, as syndication
agent, Citibank, as fronting bank, and certain lenders;
and
(ii) an Amendment No. 6 to the DIP Term Loan Credit Agreement
among the Debtors, UBS AG, Stamford Branch, as
administrative agent and collateral agent, and NM Lenders
and Roll Up Lender parties.
Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, related that the ABL Fifth Amendment extends the
maturity date of the DIP ABL Credit Agreement from December 15,
2009, to February 3, 2010. With respect to the Term Loan Sixth
Amendment, the Maturity Date of the DIP Term Loan Credit
Agreement is extended to:
(a) February 3, 2010, or at a later date if further extended;
(b) consummation date of the reorganization plan;
(c) the date of the acceleration of the loans and the
termination of the commitments under the DIP ABL Facility;
and
(d) date of the acceleration of the Loan and termination of NM
Commitments.
The ABL Fifth Amendment and Term Loan Sixth Amendment add these
delivery date and 13-week period entries to the 13-week
projection updates:
Delivery Dates 13-Week Period
-------------- --------------
1/11/2010 1/9/2010 to 4/9/2010
2/1/2010 1/30/2010 to 04/30/2010
The ABL Fifth Amendment and Term Loan Sixth Amendment add
January 1, 2009, to January 31, 2010, as additional test period
with a minimum cumulative consolidated EBITDAR of $1,615,000,000.
Moreover, the DIP ABL Credit Agreement is amended to add
January 1, 2010, to March 31, 2010, as capital expenditure test
period with a cumulative expenditure amount of $300,000,000.
The ABL Fifth Amendment and Term Loan Sixth Amendment contain
these new milestones in the DIP ABL Credit Agreement and DIP Term
Loan Credit Agreement:
(a) by December 4, 2009, obtain approval by the Bankruptcy
Court of a disclosure statement related to a
reorganization plan; provided that if the Debtors have
commenced a hearing by that date and due to the Bankruptcy
Court's availability, the hearing has not concluded by
December 14, 2009, then the deadline will be deemed
extended through December 21, 2009, to accommodate the
Bankruptcy Court's availability; and
(b) by January 20, 2010, obtain confirmation by the Bankruptcy
Court of a reorganization plan; provided that if the
Debtors have commenced a hearing prior to January 20,
2010, and due to the Bankruptcy Court's availability, the
hearing has not concluded by January 20, 2010, then the
deadline will be deemed extended by up to 21 days to
accommodate the Bankruptcy Court's availability, and the
Maturity Date will be extended by the same period.
Mr. Ellenberg discloses that the ABL Fifth Amendment was posted
for approval by the DIP Lenders on October 12, 2009, and Term Loan
Sixth Amendment on October 9, 2009. Votes in favor of or against
the Amendments are due by October 22, 2009. Objections to the
Amendments are due October 21, 2009. To the extent one or more
objections are timely served, the Debtors will ask the Court to
schedule a hearing on the Amendments.
Drafts of the Amendments are available for free at:
* http://bankrupt.com/misc/Lyondell_ABL5thAmendment.pdf
* http://bankrupt.com/misc/Lyondell_TermLoan6thAmendment.pdf
Absent the amendments, Lyondell would have defaulted on the loan.
The original terms of the loan required approval of the
explanatory disclosure statement by October 15. But a lawsuit by
unsecured creditors against lenders is delaying the case.
Noteholders led by the Bank of New York Mellon and Bank of New
York Mellon Trust Company, as indenture trustees, have asked the
Bankruptcy Court to compel Lyondell Chemical Co. to refinance the
secured lending package.
Judge Gerber, however, has denied Bank of New York Mellon's Motion
to Compel Refinancing of the Debtors' DIP Facility. Judge Gerber
said his order is without prejudice to BoNY's right to move for
reconsideration of the Motion to Compel after the filing of the
report of the examiner to be appointed in the Debtors' Chapter 11
cases.
Committee Responds
The Official Committee of Unsecured Creditors does not object to
Amendment No. 5 to the DIP ABL Credit Agreement and Amendment No.
6 to the DIP Term Loan Credit Agreement. However, the Committee
asserts that a short seven-week extension of the DIP maturity
date and the milestones contained in the DIP Credit Agreements
hardly alleviates the considerable time-pressures on the plan
process and the adversary proceeding commenced by the Committee
against the Debtors' prepetition lenders and directors.
Steven D. Pohl, Esq., at Brown Rudnick LLP, in New York, notes
that the Committee is also concerned over the use of the DIP
Maturity Date and the aggressive milestones in the DIP Credit
Agreements by the Debtors and the lender defendants to the
Committee Action to impose undue leverage on the Committee to
constrain a just resolution of the Committee Action. Rather than
pay the DIP Lenders $10.6 million for proposed limited extension
of the DIP Maturity Date, the Debtors should have pursued a
meaningful extension of the DIP Maturity Date from the DIP
Lenders, or refinancing to the DIP Facility to reduce the cost of
the Debtors' access to capital and eliminate the existing
artificial impediments to the just resolution of the Committee
Action, the Committee contends.
About Lyondell Chemical
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LYONDELL CHEMICAL: Solutia Objects to Disclosure Statement
----------------------------------------------------------
Pursuant to Section 1125 of the Bankruptcy Code, Solutia Inc. and
Ascend Performance Materials LLC; and Dell Financial services
L.L.C. complain that the Debtors' Disclosure Statement explaining
the Joint Plan of Reorganization fails to provide adequate
information for parties to make an informed judgment regarding
the Plan.
Solutia and Ascend point out that the Disclosure Statement does
not adequately disclose:
(a) the necessary details and summary of the dispute related
to Equistar Chemicals, LP's olefins facility found at
Solutia's former Chocolate Bayou plant in Alvin, Texas,
and leased by Equistar pursuant to a land lease, including
the Debtors' Motion to Abandon Property at Chocolate Bayou
Facility and the assertions of Ascend and Solutia
relating to the Dispute;
(b) the substantial potential costs, which would be imposed on
the Debtors' estates if the Abandonment Motion is denied
or significantly delayed;
(c) the assertion by Ascend and Solutia for continuing rent,
use and occupancy and other on-going claims, which need to
be paid in full and will deplete the cash available for
other purposes under the Plan and reduce recoveries to
creditors;
(d) the fact that the Debtors will owe millions of dollars in
administrative priority clean-up costs at the Chocolate
Bayou Facility for the contaminated building, equipment,
hazardous substances and other property owned by Equistar,
which the Debtors seek to abandon, and the negative impact
on the Plan, which would result if the Debtors are
required to clean up the Chocolate Bayou Facility before
abandoning the Equistar Property or are not permitted to
abandon the Equistar Property; and
(e) the fact that the Plan may not be confirmable if any
reserve established for Ascend's and Solutia's
administrative claims proves to be insufficient since
valid administrative claims would not be paid in full as
mandated by the Bankruptcy Code.
For its part, Dell Financial asserts that under the Disclosure
Statement, unsecured creditors holding Class 7-B General
Unsecured Claims will get an unknown pro rata share of new common
stock, and the return to unsecured creditors, if any, is based on
an unknown percentage recovery from a litigation trust. Dell
Financial points out that the Plan has not been described in
sufficient detail to give creditors enough information to
determine how their rights will be affected. Dell Financial
contends that the Disclosure Statement fails to state the value
of the equity in the reorganized debtor and the source of the
information from which that value was determined. The Disclosure
Statement also fails to disclose the Debtors' estimation, if any,
of the going concern value of the new equity in the reorganized
Debtor on a going concern basis to establish the reasonableness
of the consideration granted to the classes of creditors, Dell
Financial adds.
Absent amendments to the Disclosure Statement, Ascend and Solutia
and Dell Financial ask the Court to deny approval of the
Disclosure Statement.
Disclosure Statement Hearing on Dec. 4
Judge Robert Gerber of the United States Bankruptcy Court for the
Southern District of New York rescheduled the hearing to consider
approval of the Disclosure Statement explaining Lyondell Chemical
Company and its debtor affiliates' Joint Plan of Reorganization
from November 4, 2009, to December 4, 2009. Parties have until
November 27, 2009, to file their objections to the Disclosure
Statement.
The Disclosure Statement hearing has been adjourned twice. The
original Disclosure Statement hearing was scheduled for
October 14, 2009.
The Debtors filed its Plan on September 11, 2009, that
rationalizes their balance sheet and incorporates a restructuring
that accomplishes two goals:
(1) structuring the postpetition enterprise in a way to
maximize tax, reporting, and systems efficiencies, and
allow for tradable equity; and
(2) limiting or eliminating the impact of guarantees issued by
non-filing European entities and discharge obligations of
European entities with respect to a certain "Bridge Loan
Agreement" and "2015 Notes."
LyondellBasell will still be in the same industries and have most
of its key executives based in Houston, but it will be
incorporated in the Netherlands rather than Luxembourg.
A full-text copy of the Debtors' Joint Plan is available for free
at http://bankrupt.com/misc/Lyondell_Sept11JointReorgPlan.pdf
A full-text copy of the Debtors' Disclosure Statement is
available for free at:
http://bankrupt.com/misc/Lyondell_Sept11DisclosureStat.pdf
However, lawsuits that could affect recovery by creditors have
delayed the plan approval process.
The Creditors Committee has commenced a lawsuit against Citibank
N.A., Deutsche Bank, and other banks that funded the 2007
acquisition of Lyondell Chemical Company by Basell AF S.C.A.
Having accumulated heavy debt because of the merger,
LyondellBasell was in a full-blown liquidity crisis and was
running out of money to fund its operations only three months
following the merger. The Creditors Committee asserted claims of,
among other things, fraudulent transfer, breach of fiduciary duty,
avoidance of unperfected senior liens. The first phase of a
three-part trial on the committee's suit is scheduled
to begin Dec. 1.
The Bank of New York Mellon and the Bank of New York Mellon Trust
Company, N.A., as indenture trustee for the holders of certain
notes aggregating (i) $100 million issued by Lyondell Chemical
Company, as predecessor-in-interest of ARCO Chemical Chemical
Company, and (ii) $225 million issued by Equistar Chemicals, LP,
have also sued the secured lenders for the 2007 LBO.
About Lyondell Chemical
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MAGNA ENTERTAINMENT: Stephen McCase Resigns as East Coast COO
-------------------------------------------------------------
Stephen McCasey has resigned as chief operating officer, East
Coast, of Magna Entertainment Corp. effective October 28, 2009.
His resignation was accepted by the Company. No reasons were
given for the resignation.
Under the terms of Mr. McCasey's employment agreement with the
Company, dated April 17, 2009, he received a base salary of
$200,000 per annum.
As a result, the employment agreement dated April 17, 2009,
between Mr. McCasey and the Company has been terminated. Pursuant
to the terms of his employment agreement, no severance payments
were made to Mr. McCasey.
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.
MALIBU ASSOCIATES: Case Summary & 18 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Malibu Associates, LLC
dba Malibu Country Club
dba Malibu Country Club
901 Encinal Canyon Road
Malibu, CA 90265
Case No.: 09-24625
Chapter 11 Petition Date: November 3, 2009
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Maureen Tighe
Debtor's Counsel: Ashleigh A. Danker, Esq.
Kaye Scholer LLPU
1999 Avenue Of The Stars Suite 1700
Los Angeles, CA 90067-6048
Tel: (310) 788-1235
Fax: (310) 229-1935
Email: adanker@kayescholer.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
According to the schedules, the Company has assets of $42,853,592,
and total debts of $35,758,538.
The petition was signed by Thomas C. Hix.
Debtor's List of 18 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Hix/Rubenstein Companies Accounts Receivable $513,750
480 San Antonio Road
Suite 205
Mountain View CA 94040
L.A. County Tax Collector Real Property Tax $335,706
PO Box 54088
Ref: 901 Encinal Cyn Rd 90265
Los Angeles CA 90054-0088
Development Management Srvcs Accounts Receivable $103,962
Attn: Erika Sowell
California Strategies, LLC Accounts Receivable $83,000
Attn: Accounts Receivable
DP Planning & Development Accounts Receivable $41,156
Inc.
Attn: Drew Purvis
Truman & Elliott LLP $25,444
Attn: Kathleen O'Prey Truman
RJR Engineering Group Accounts Receivable $17,767
Attn: Accounts Receivable
LRS Architects Accounts Receivable $12,644
Attn: Accounts Receivable
RCE Consultants, Inc. Accounts Receivable $9,565
Attn: Accounts Receivable
Restoration Design Group, LLC Accounts Receivable $9,202
Attn: Drew
Envicom Corporation Accounts Receivable $8,394
Attn: Accounts Receivable
California Franchise Franchise Tax $6,000
Tax Board
Attn: Bankruptcy
Novogradac & Company Accounts Receivable $1,690
Attn: Accounts Receivable
Deloitte Tax LLP Accounts Receivable $1,480
Attn: Accounts Receivable
American Express Credit Card Purchases $756
Attn: Accounts Receivable
Hollister & Brace Accounts Receivable $225
Attn: Accounts Receivable
Adler & Colvin Accounts Receivable $220
Attn: Accounts Receivable
W&H Pacific Accounts Receivable $38
Attn: Accounts Receivable
MARK IV: Moody's Affirms Corporate Family Rating at 'B2'
--------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and Probability of Default of Mark IV LLC's exit financing. In a
related action Moody's affirmed the Ba2 rating on the senior
secured first-lien revolving credit and term loan facilities, and
lowered the rating for the restructured second lien term loans, to
B2 from B1, following a change in the capital structure. The
rating outlook remains stable. The fundamentals of the
transaction which support the Corporate Family and Probability of
Default ratings have not changed, see press released dated
September 29, 2009.
Since the rating action of September 29, 2009, Mark IV's expected
amount of the senior secured first-lien term loan facilities upon
emergence has increased to provide for the refinancing of certain
of the company's debt at its French subsidiary, Mark IV Systemes
Moteurs SAS. This increased amount along with senior secured
first lien debt formerly proposed to be held at Dayco Europe
S.r.l. is now proposed to be held by a Luxembourg borrower. The
resulting increase in first-lien debt notches the rating of the
restructured second-lien debt to B2 under Moody's Loss Given
Default Methodology.
This rating was assigned:
Mark IV Luxembourg S.a.r.l.:
* Ba2 (LGD1, 11%), for the $70MM senior secured term loan;
This rating was withdrawn:
Dayco Europe S.r.l.
* Ba2 (LGD1, 9%), for the $30MM senior secured term loan;
These ratings were affirmed:
Mark IV, LLC.
* Corporate Family Rating, B2;
* Probability of Default, B2;
Dayco Products, LLC
* Ba2 (LGD1, 11%), for the $45MM asset based revolver;
* Ba2 (LGD1, 11%), for the $55MM senior secured term loan;
Mark IV Industries Corp
* Ba2 (LGD1, 11%), for the $5MM asset based revolver;
* Ba2 (LGD1, 11%), for the $20MM senior secured term Loan;
These ratings were lowered:
Dayco Products, LLC
* B2 (LGD3, 48%), for the $177MM restructured debt - tranche B-2;
* B2 (LGD3, 48%), for the $25MM restructured debt - tranche B-4;
Dayco Europe S.r.l.
* B2 (LGD3, 48%), for the $26.2MM restructured debt - tranche B-3
The last rating action was for Mark IV was on September 29, 2009
when the company's B2 Corporate Family Rating was assigned.
Mark IV, LLC, is a diversified manufacturer of engineered systems
and components utilizing radio frequency identification,
information display system, mechanical power transmission, air
admission, and other technologies that serve industrial,
transportation and automotive markets. Mark IV manages and
reports its operations into two categories: (i) Transportation
Technologies and (ii) Automotive/Industrial. Annual revenues
approximated $1.3 billion in fiscal 2009.
METROMEDIA INT'L: Contends Enterprise Worth $575 Million
--------------------------------------------------------
According to Bill Rochelle at Bloomberg News, MIG Inc., formerly
Metromedia International Group Inc., has an expert from Lazard
Freres & Co. willing to testify that the company will have a
reorganization value from $475 million to $575 million.
The Official Committee of Unsecured Creditors had requested that
the Bankruptcy Court appoint a Chapter 11 trustee or dismiss the
case, citing that the Debtor's Chapter 11 case is being used "for
the naked purpose" of obtaining a stay of a US$188 million
judgment from the Delaware Chancery Court resulting from an
appraisal action following MIG's acquisition in 2007. The
Committee also contended that MIG had US$40 million transferred to
the account of a non-bankrupt subsidiary in advance of the Chapter
11 filing. The motion is scheduled for hearing on November 5.
MIG, according to the Bloomberg report, will counter with its
expert, showing that the company is worth as much as three times
the amount of the judgment. Consequently, MIG argues there was a
good purpose for the Chapter 11 filing. MIG saw bankruptcy as the
only alternative because the company lacked liquidity to pay the
judgment in full immediately.
As reported by the TCR on July 3, Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware allowed MIG Inc. to
continue an appeal of a decision in bankruptcy court that issued a
USUS$188.4 million judgment against the Company.
MIG was bought in October 2007 by CaucusCom Ventures LP for
USUS$1.80 a share, or about USUS$170 million, according to data
compiled by Bloomberg. A group of preferred shareholders asked
Judge William B. Chandler of the Delaware Chancery Court to
evaluate the value of their shares at the time of the merger.
Judge Chandler ruled that each share was worth USUS$47.47, or a
total of about USUS$188.4 million. MIG appealed the ruling.
But unable to post a bond enabling an appeal, MIG filed for
Chapter 11.
MIG asked the Bankruptcy Court to permit the appeal and to allow
the plaintiff to take a cross appeal, while preventing the
plaintiff from collecting a judgment. MIG believes the amount of
the judgment is "substantially overstated." MIG also believes
that the assets will turn out to be worth much more than the
judgment, even though the assets currently are illiquid.
MIG Inc., formerly Metromedia International Group Inc., expects
to know by the end of January whether it succeeded on the appeal.
The appeal was scheduled for argument Oct. 28 in the Delaware
Supreme Court, with a ruling expected by January.
About MIG Inc.
Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia. The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.
MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118). Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts. Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel. The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.
In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts. In its formal schedules, the Company said it had assets of
MOHEGAN TRIBAL: S&P Junks Rating on $250 Mil. Senior Notes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Mohegan Tribal Gaming Authority's $250 million 6.125% senior
notes to 'CCC+' from 'B-' and removed the rating from CreditWatch,
where it was placed with negative implications on Oct. 15, 2009.
As outlined in S&P's press release on Oct. 15, 2009, S&P had
stated that following the close of MTGA's planned $200 million
second-lien senior secured notes due 2017, S&P would lower the
issue-level rating on the senior unsecured notes to 'CCC+'. The
transaction closed Oct. 26, 2009.
Standard & Poor's does not assign recovery ratings to Native
American debt issues, as there are sufficient uncertainties
surrounding the exercise of creditor rights against a sovereign
nation. These include (1) whether the Bankruptcy Code would
apply, (2) whether a U.S. court would ultimately be the
appropriate venue to settle such a matter, and (3) to what extent
a creditor would be able to enforce any judgment against the
sovereign nation. The notching of S&P's issue-level ratings from
its issuer credit rating on a given Native American issuer
reflects the relative position of each security in the capital
structure, incorporating the amount of higher ranking debt ahead
of each issue.
The issuer credit rating on MTGA is 'B' and the rating outlook is
negative. The 'B' rating reflects MTGA's high debt leverage,
limited cash flow diversity, and distributions to the Tribe that
preclude meaningful cash flow retention. The rating also
incorporates S&P's expectation that MTGA will experience
relatively flat revenue and EBITDA in fiscal 2010.
Ratings List
Mohegan Tribal Gaming Authority
Issuer Credit Rating B/Negative/--
Downgraded
Mohegan Tribal Gaming Authority
To From
-- ----
6.125% sr unsecd nts due 2013 CCC+ B-/Watch Neg
MONEYGRAM INTERNATIONAL: Reports $18.3 Million Q3 2009 Net Loss
---------------------------------------------------------------
MoneyGram International, Inc., last week reported financial
results for the third quarter of 2009:
* Money transfer transaction volume excluding bill payment
increased 6%, and money transfer fee and other revenue
increased 3% versus prior year. On a constant currency
basis, money transfer fee and other revenue excluding bill
payment increased 5% versus prior year.
* Global agent locations reached 186,000, an increase of 15%
over prior year.
* Adjusted EBITDA in the quarter was $66.6 million versus
$75.7 million in the prior year, primarily driven by a $15.8
million decrease in net investment income in the third
quarter of 2009.
* Net loss for the quarter was $18.3 million and EBITDA was
$29.3 million. Both EBITDA and net loss were impacted by
$37.4 million of significant items in the quarter. These
items include a $16.5 million legal accrual for a patent
lawsuit; a $6.0 million legal accrual for settlement with
the FTC; $9.2 million of stock-based compensation and
executive severance; $8.4 million in impairment charges and
$2.7 million of net securities gains.
* Total revenue in the third quarter was $304.5 million,
roughly unchanged from $305.0 million in the same period
last year. Third quarter 2008 total revenue included net
securities losses of $13.3 million and investment revenue
that was $25.4 million more favorable compared with 2009.
* Year-to-date total revenue in 2009 was $875.5 million, up
from $608.1 million in the first three quarters of 2008.
Year-to-date total revenue in 2008 included net securities
losses of $350.8 million and investment revenue that was
$101.3 million more favorable compared with 2009.
"In the third quarter we made great progress on our expansion
initiatives and on our efforts to actively manage our debt," said
Pamela H. Patsley, MoneyGram International chairman and chief
executive officer. "While our third quarter results were affected
by several items, we do not believe that these are reflective of
the underlying strength of the business. During the quarter, we
saw improved growth in our money transfer business, signed and
renewed several key agents around the globe and implemented
initiatives focused on reducing costs, streamlining processes and
improving efficiencies. I am confident that as a company we are
re-energized and collectively taking the right steps to position
MoneyGram for long-term profitable growth."
Liquidity
The Company ended the third quarter with assets in excess of
payment service obligations of $410.5 million, and earlier in this
month paid down the remaining $45.0 million balance on its
revolving credit facility. Over the last six months, the Company
has paid down $145.0 million of its outstanding debt.
At September 30, 2009, the Company had $5.90 billion in total
assets against $5.94 billion in total liabilities and
$830.9 million in total mezzanine equity, resulting in
$863.8 million in stockholders' deficit.
Market Development
In the third quarter of 2009, the Company continued its focus on
expanding its agent network. MoneyGram recently:
* Expanded its agreement with Carrefour, the world's second
largest retailer, to add money transfer services to 22
Carrefour hypermarkets throughout Romania.
* Renewed a multi-year agreement with Itau Unibanco, Brazil's
largest private-sector bank, and added 1,000 MoneyGram agent
locations to the bank's existing MoneyGram network of nearly
5,000 branches.
* Signed CUNA Strategic Services in the U.S., to provide 7,900
credit unions with turnkey access to MoneyGram's global
money transfer and bill payment services.
* Added 2,600 Union Bank of India locations through the
Company's largest super agent, UAE Exchange Financial
Services.
* Added Citi Personal Loans and Citi Mortgage to the Company's
growing list of clients offering customers the convenience
of walk-in bill payment services.
* Expanded MoneyGram's successful prepaid business with the
addition of First Data, Metavante and TxVia, providing
consumers with more convenient options to add funds to their
re-loadable prepaid cards in MoneyGram's agent locations in
the U.S.
"As we move into 2010, we will continue to expand our network and
further enhance our product and service offerings thus increasing
value and brand loyalty for our customers," added Ms. Patsley.
"The adoption of new services, such as mobile text message
'receive' notifications and multi-currency payout, coupled with
our MoneyGram Rewards global loyalty program, create a formidable
platform for growth."
Global Funds Transfer Results
Total revenue for the Global Funds Transfer segment rose to
$285.0 million in the third quarter of 2009 from $279.5 million in
the same period last year. Segment results were impacted by a 6%
increase in money transfer transaction volume excluding bill
payment, partially offset by currency valuation changes and a
decline in average money transfer fees. The segment reported
operating income of $13.7 million, and an operating margin of 4.8%
in the third quarter. Both operating income and margin were
impacted by $27.1 million of the significant items discussed
above. Adjusted margin was 14.3%.
Money transfer transaction volume excluding bill payment increased
6% and revenue increased 3% to $235.2 million in the third quarter
of 2009 from $228.0 million in the third quarter of 2008. On a
constant currency basis, money transfer revenue excluding bill
payment improved 5%.
Money transfer transaction volume including bill payment was up 4%
and revenue improved by 2% to $266.5 million in the third quarter
of 2009 from $260.0 million in the third quarter of 2008. On a
constant currency basis, money transfer revenue including bill
payment improved 4%.
In the third quarter, money transfer transactions excluding bill
payment originating in the United States and Canada increased 9%.
Including bill payment, transactions increased 4% in the quarter
from the prior year. Transactions originating outside of North
America increased 8% from the prior year. Spain's economic
downturn continues to impact the Company's international
transaction growth. Excluding Spain, transactions originating
outside of North America increased 17% from the prior year.
MoneyGram's transaction volume to Mexico decreased 10% in the
quarter. However, the Company continued to see positive growth in
its domestic U.S. business, and throughout much of Latin America
and Canada.
Payment Systems Results
Payment Systems total revenue declined to $18.5 million in the
third quarter of 2009 from $25.5 million in the third quarter of
2008. Net revenue in 2009 reflects investment revenue of
$5.1 million and a net securities gain of $2.1 million, while 2008
net revenue reflects $26.8 million of investment revenue and
$11.2 million in net securities losses and $10.6 million in
commission expense. The segment reported operating income of
$7.0 million in the third quarter of 2009, up from $1.9 million in
the third quarter of 2008. Operating margin improved to 38.0% in
the third quarter of 2009 from 7.6% in the comparable period last
year.
Legal Accruals
In the third quarter, the Company recorded an accrual of
$6.0 million related to a settlement with the Federal Trade
Commission (FTC) regarding customer complaints that third parties
have inappropriately used MoneyGram's money transfer services in
conjunction with consumer fraud activities. This $6.0 million
accrual is in addition to a $12.0 million accrual taken by the
Company during the second quarter of 2009 toward the potential
settlement. In combination, these accruals fully satisfy the
monetary terms of the Company's settlement with the FTC.
Also during the quarter, the Company recorded an accrual for
$16.5 million related to a verdict returned in a suit brought by
Western Union involving certain Western Union patents. Post-trial
motions are pending, including the Company's motions for judgment
in its favor and for a new trial. The Company continues to
evaluate next steps, including a possible appeal if its post-trial
motions are not successful.
About MoneyGram International
Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs. MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes. Its global network is comprised
of 180,000 agent locations in nearly 190 countries and
territories. MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.
NAILITE INT'L: Plan Set for Dec. 14 Confirmation Hearing
--------------------------------------------------------
Nailite International Inc. has won approval of the disclosure
statement explaining its liquidating plan. The Plan is now being
sent to creditors and the ballots are due December 4. The Plan
will be presented for confirmation at hearings scheduled to begin
December 21.
The liquidating Chapter 11 plan projects to provide a 0.022%
return to unsecured creditors with $11.5 million in claims.
Holders of equity interest will receive nothing.
The U.S. Bankruptcy Court for the District of Delaware approved in
April the sale of substantially all of the assets of Nailite
International to Premier Exteriors, LLC. Premier is a secured
creditor of the Debtor, having purchased the Debtor's first lien
debt in January 2009, and under which Premier holds a claim of at
least $18 million. A portion of the purchase price paid by
Premier was a credit bid of $8 million. Premier also agreed to
provide as much as $400,000 to pay costs of the Chapter 11 case,
plus $250,000 earmarked for distribution to unsecured creditors.
Copies of the Plan and Disclosure Statement are available for free
at:
http://bankrupt.com/misc/Nailite_DiscStatement.pdf
http://bankrupt.com/misc/Nailite_LiquidatingPlan.pdf
About Nailite International
Headquartered in Miami, Florida, Nailite International Inc. --
http://www.nailiteinternational.com/ -- produces injection
polypropylene based cedar and masonry replica siding. The Debtor
supplies residential construction and remodeling markets through
various building materials and siding distributors. Nailite is
wholly-owned by Granham Partners, a private equity investor from
Wayne, Pennsylvania.
Nailite International filed for Chapter 11 on February 13, 2009
(Bankr. D. Del. Case No. 09-10526). Gabriel R. MacConaill, Esq.,
and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, have
been tapped as counsel. AlixPartners LLP is also on-board as
restructuring adviser. The Garden City Group Inc. serves as
claims and notice agent. Attorneys at Lowenstein Sandler PC and
Elliot Greenleaf serve as counsel to the Creditors Committee. In
its bankruptcy petition, the Company estimated assets and debts of
between $50 million and $100 million each.
NEUMANN HOMES: Sues Towns for Fees on Unbuilt Projects
------------------------------------------------------
Don Jeffrey at Bloomberg News reports that Neumann Homes Inc., the
bankrupt builder of single-family homes in planned communities in
the Midwest and Colorado, sued more than two dozen municipalities
to recover fees and bonds paid for properties never developed.
Neumann, based in Warrenville, Illinois, sued in the Bankruptcy
Court towns including Kenosha, Wisconsin; Naperville, Illinois;
and Aurora, Colorado. The Company claims municipalities and
school and water districts refused to pay when Neumann sought
refunds of permit fees and cash bonds to make improvements such as
landscaping on undeveloped properties.
About Neumann Homes
Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US. The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan. The Company has built more than 11,000 homes in some
150 residential communities. The Company offers formal business
training to employees through classes, seminars, and computer-
based training.
The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412). George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases. The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding. When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.
(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)
NORWOOD PROMOTIONAL: To Liquidate Assets Under Chapter 7
--------------------------------------------------------
Norwood Promotional Products Holdings said that it will seek
Chapter 7 liquidation instead of going for Chapter 11 proceeding,
Indystar.com reports citing court documents.
The company, the report relates, wants to come up with a trust to
distribute $2.3 million to unsecured creditors.
Societe Bic SA acquire the company for $123 million in July,
source notes.
Norwood Promotional Products -- http://www.norwood.com/-- was an
industry leading supplier of imprinted promotional products. The
Company offered nearly 5,000 products and is a market leader in
several of the industry's major product categories. Norwood also
offers hundreds of products on 24-Hour service at no extra charge.
Norwood Promotional Products Holdings, Inc., and five affiliates
filed for Chapter 11 on May 5 (Bankr. D. Del. Case No. 09-11547).
Judge Peter Walsh is handling the case. The Debtors hired
Margaret Whiteman Greecher, Esq., and Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor, as counsel. Kirkland & Ellis
LLP is general counsel and Mackinax Partners LLC is the
restructuring consultant. Epiq Bankruptcy Solutions, LLC, has
been hired as claims and noticing agent. The Company said its
assets are $150 million while debt totals $295 million.
Norwood Promotional Products Holdings Inc. changed its formal name
to NPPI Holdings Inc. following the sale of its assets. Norwood
sold its business, including its name, for $123 million to a unit
of pen and lighter maker Societe Bic SA.
NUVOX INC: S&P Puts B Corp. Credit Rating on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Greenville, South Carolina-based NuVox Inc. on CreditWatch with
positive implications, including its 'B' corporate credit rating
and the 'B-' first-lien bank debt rating on NuVox's intermediate
holding companies NuVox Transition Subsidiary LLC and Gabriel
Communications Finance Co. The '5' recovery rating is not on
Credit Watch. This follows the announcement by rural local
telephone carrier Windstream Corp. (BB+/Watch Negative/--) that it
would acquire NuVox in a transaction valued at approximately
$643 million, including the assumption of roughly $180 million of
NuVox's net debt.
"NuVox's ratings will benefit from the higher credit quality of
Windstream, whose ratings, while on CreditWatch with negative
implications, are likely to remain higher than NuVox's current 'B'
corporate credit rating upon the CreditWatch resolution," said
Standard & Poor's credit analyst Catherine Cosentino.
"When and if Windstream refinances the NuVox debt, S&P would
withdraw the ratings on NuVox," added Ms. Cosentino.
ORCHARD SUPPLY: Refinancing Risks Won't Affect Moody's 'B2' Rating
------------------------------------------------------------------
Moody's Investors Service stated in its updated credit opinion for
Orchard Supply Hardware Corp. that ratings are pressured by the
refinancing risk represented by the November 2010 maturity of the
company's $120 million CMBS borrowings.
Moody's B2 Corporate Family Rating and stable rating outlook
reflect the expectation that Orchard Supply will be able to
refinance the debt well in advance of maturity and under
reasonable terms. The company does not have sufficient internal
sources of cash to finance the maturity, however. Ratings could
be negatively impacted if the company is unable to secure
refinancing commitments by April of 2010 as a result of the risk
represented by raising financing in markets which remain unstable.
Orchard Supply's liquidity is acceptable to finance operations
over the next few quarters, but is weak overall as a result of the
upcoming maturity.
The last rating action for Orchard Supply Hardware was the
downgrade of the Corporate Family and Term Loan ratings to B2 on
December 23, 2008.
PACIFIC ENERGY: Ramshorn Offers $1.5M for Oil & Gas Assets
----------------------------------------------------------
Law360 reports that Ramshorn Investments Inc. is declaring itself
another potential buyer for Pacific Energy Resources Ltd.'s oil
and gas assets in Alaska's Cook Inlet, almost two months after a
bankruptcy judge gave Pacific Energy the go-ahead to abandon the
facilities when no buyers initially emerged.
Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States. The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785). Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel. The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties. Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors. When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.
PACIFIC RUBIALES: Fitch Assigns Issuer Default Ratings at 'BB-'
---------------------------------------------------------------
Fitch Ratings has assigned foreign and local currency Issuer
Default Ratings of 'BB-' to Pacific Rubiales Energy Corp., as well
as a 'BB-' long-term rating to the company's proposed
US$400 million of senior unsecured notes issuance due 2016. The
Rating Outlook is Stable.
The ratings are supported by the company's leadership position as
the largest independent oil and gas player in Colombia and strong
management with recognized expertise in heavy oil exploration and
production. The ratings also reflect its strong liquidity and
adequate leverage, which is tempered by the company's small scale
of production and reserve profile as well as its concentration in
the Rubiales-Piriri and La Creciente fields.
Solid Financial Profile:
The ratings also reflect the company's adequate financial profile
characterized by relatively low leverage and strong interest and
debt service coverage. As of the last 12 months (LTM) ended
June 30, 2009, the company reported leverage ratios, as measured
by total debt (including the unsecured subordinated convertibles
of US$220 million) to EBITDA and total debt-to-total proved
reserves of 1.5 times and US$2 per barrels of oil equivalent,
respectively. Total debt to Proved Developed Producing reserves,
although high at approximately US$4.6/boe as of June 30, 2009, is
considered adequate for the rating category. On a pro forma basis
after the proposed issuance, leverage as measured by total debt to
EBITDA is expected to increase to above 2.0x and decline over time
as the company increases production and improves margins with the
Oleoducto de los Llanos pipeline capacity expansion. As of
June 30, 2009, debt of approximately US$415 million was primarily
composed of US$209 million unsecured subordinated convertibles
notes due in 2013 and approximately US$180 million drawn off of a
US$250 million syndicated credit facility. The later is expected
to be prepaid with the proceeds of the proposed debt issuance. As
of the LTM ended June 30, 2009, Pacific Rubiales reported an
EBITDA, as measured by operating income plus depreciation and
stock-based compensation, of US$272 million.
Improving Operating Metrics:
Pacific Rubiales operating metrics have been improving rapidly and
the company's growth strategy is considered somewhat aggressive,
which will require significant funding. The company reserve
replacement ratio was 300+% in 2008 and its current reserve life
index is approximately 16.4 years using June 2009 production
levels, net of royalties of 29 thousand boe per day. During the
past two years, the company quadrupled Rubiales-Piriri gross
production, its main field where the company has 45%
participation, from approximately 20,000 barrels per day (bbl/d)
to approximately 90,000 bbl/d nowadays. This rapid increase has
resulted in a significant demand for funds, which has been met for
the most part with internal cash flow generation. As of December
2008, Pacific Rubiales' proved (1P), proved and probable and
proved developed producing reserves, net of royalties, amount to
approximately 173 million, 209 and 81 million boe, respectively.
The company's reserves are composed of heavy crude oil (64%) and
natural gas (32%), with the balance being light and medium oil
(4%). As of June 30, 2009, Pacific Rubiales had almost
three million acres of exploration base in Colombia, which will
require significant funds to develop. In the short term, the
company plans to devote its efforts developing the Quifa block,
which surrounds the Rubiales-Piriri block.
The completion of ODL pipeline is viewed as positive for the
company as it significantly lowered transportation costs and
eliminated transportation bottlenecks that limited Rubiales-Piriri
production field. ODL was built as a project finance special
purpose vehicle in association with Ecopetrol (IDR 'BB+' by
Fitch). Once fully functional, ODL's pipeline will increase
transportation capacity from approximately 50,000 bbl/d using
trucks to 170,000 bbl/d reducing transportation cost by US$5 per
barrel. Currently the pipeline is operating with provisional
pumps, limiting transportation capacity to approximately 60,000
bbl/d. Furthermore, Pacific Rubiales benefits from Ecopetrol's
minority interest participation in some of the company's most
important assets such as Rubiales-Piriri, Quifa and ODL. This is
relevant as Ecopetrol has been contributing its proportional share
of capital expenditure in the company's different investments.
Small and Concentrated Production Profile:
Pacific Rubiales ratings reflect the company's production
concentration and relatively small reserve base and production.
Although Pacific Rubiales currently has interest in eight
productive blocks and exploration agreements in another 23 blocks,
the net production of approximately 36 thousand boe production is
concentrated in two fields, Rubiales-Piriri and La Creciente.
Rubiales-Piriri, which produces heavy crude oil and has a
concession that expires in 2016, accounts for 85% of current
production. La Creciente, which produces natural gas, accounts
for 15% of current production. This limited diversification
exposes the company to operational as well as economical risks
associated with small scale heavy oil production. In the future,
diversification away from Rubiales-Piriri geographic location
would be positive for the company's credit quality.
Negative Free Cash Flow Due to Large Capex:
Free cash flow (cash flow from operations less capital
expenditures) has and is expected to be negative in the short term
given the company's growing stage. For the LTM ended June 30,
2009, free cash flow was negative US$128 million mainly due to the
significant capital expenditure of US$374 million during the same
period. Pacific Rubiales' significant capital expenditures plans
over the next few years will likely result in negative free cash
flow in the near term. Increasing production at the Rubiales-
Piriri and reserves in the surrounding Quifa block are expected to
account for the bulk of the company's capital expenditure, which
is expected to be approximately US$1.9+ billion over the next four
years.
Strong Liquidity Position:
The company's current liquidity position is considered strong,
characterized by robust cash on hand, strong cash flow generation
and manageable short-term debt obligations. As of the LTM ended
June 30, 2009, Pacific Rubiales funds from operations (FFO)
generation was US$205 million and its cash on hand was
US$139 million, while its short-term debt amounted to only
US$35 million. Going forward, the company is expected to have a
manageable debt amortization, although its liquidity position will
be somewhat weaker due to its aggressive capital expenditure plant
that will demand significant financial resources, which are
expected to be funded with a combination of internal cash flow
generation, debt and equity.
Stable Outlook:
Factors that could result in a positive rating action include an
increased diversification or the production profile of the
company, consistent growth in both production and reserves,
positive free cash flow generation and/or the extension of the
Rubiales-Piriri concession which expires in 2016. Factors that
could result in a negative rating action include sustained
adjusted leverage above 3x and/or production and reserve declines.
PANOLAM INDUSTRIES: Files Chapter 11 to Cut $151MM in Debt
----------------------------------------------------------
Panolam Industries International, Inc. on November 4 announced
that it and its U.S. affiliates, including its parent, Panolam
Holdings Co., have commenced a voluntary prepackaged proceeding
under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware. The Company's non-U.S.
operation, which is legally separate, is not included in the
Chapter 11 filing. During this process and with the Bankruptcy
Court's approval, the Company will continue to operate in the
ordinary course of business, which means that the Company will
honor all obligations to its customers, vendors, suppliers and
employees.
The Company previously announced that it had entered into a
consensual Restructuring Support Agreement with holders of a
supermajority of the principal amount of its senior subordinated
notes, led by Apollo Capital Management and Eaton Vance
Management, holders of a supermajority of its senior debt, and
Credit Suisse, the agent for such senior lenders. The
restructuring will significantly reduce the Company's outstanding
debt, and put the Company in a stronger financial position for the
future. The restructuring will enable the Company to reduce the
amount of debt on its balance sheet by approximately $151 million
(or approximately 44%), which will eliminate approximately
$16 million in annual cash interest payments on its senior
subordinated notes.
The Company launched a formal solicitation of votes for the
prepackaged plan of reorganization from its creditors on October
2, 2009, and has received far in excess of the requisite amount
and number of votes needed to accept the Prepackaged Plan. The
Company does not anticipate any delays in obtaining Bankruptcy
Court approval of the Prepackaged Plan and expects that the
Prepackaged Plan will be confirmed before the end of the 2009
calendar year.
Pursuant to the Plan, (i) holders of the senior debt will receive
a combination of cash and new first lien notes in the reorganized
company, (ii) holders of the senior subordinated notes will have
their notes cancelled in exchange for shares of the new common
stock of the reorganized company and (iii) holders of the existing
capital stock will have their shares cancelled in exchange for
warrants to acquire 2.5% of the new common stock of the
reorganized company under certain circumstances.
Holders of General Unsecured Claims will receive payment in full
in cash. Holders of Senior Subordinated Notes Claims are
projected to recover 49% of their claims.
A full-text copy of the restructuring support agreement is
available at no charge at http://ResearchArchives.com/t/s?464f
A full-text copy of the Prepackaged Plan is available at no charge
at http://ResearchArchives.com/t/s?464f
A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?4650
About Panolam Industries
Panolam Industries International, Inc., is a market leader and
innovator in the decorative laminate industry. The Company's
products, which are marketed under the widely recognized
Panolam(R), Pionite(R), Nevamar(R), and Pluswood(R) brand names,
are used in a wide variety of residential and commercial indoor
surfacing applications, including kitchen and bath cabinets,
furniture, store fixtures, case goods, and other applications.
The Company had $412,283,000 in assets against debts of
$440,162,000 as of Dec. 31, 2008.
PETTERS GROUP: Fended Off Shipment Inquiries, Investor Says
-----------------------------------------------------------
Petters Group Worldwide LLC founder Thomas Petters fended off
investor inquiries about phony shipments of electronic equipment
by saying warehouses were inaccessible, a fund manager said,
according to a report by Beth Hawkins and Jef Feeley at Bloomberg
News.
Gregg Colburn, one of the founders of Interlachen Capital Group
LP, testified at Mr. Petters's fraud trial that his fund agreed to
invest $60 million in one of Petters's equipment deals after
getting a broker's assurance there was insurance coverage for the
transaction.
Mr. Petters has been charged with being the mastermind of a
$3.5 billion Ponzi scheme. Mr. Petters, whose bankrupt business
empire once included Sun Country Airlines Inc. and Polaroid Corp.,
pleaded not guilty to a 20-count indictment accusing him of mail
and wire fraud, money laundering and conspiracy.
Mr. Petters resigned from the company he founded in 1994 after
Federal Bureau of Investigation agents raided his headquarters in
Minnetonka, Minnesota, in September 2008. Investigators said they
had evidence that hedge funds invested in phantom bulk orders of
electronics for retailers including Wal-Mart Stores Inc.'s Sam's
Club warehouse stores and Costco Wholesale Corp.
About Petters Group Worldwide
Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters. The group is a collection
of some 20 companies, most of which make and market consumer
products. It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets. Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.
Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC. Petters Company, Inc., and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively). James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel. In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.
As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136). Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.
PHILADELPHIA NEWSPAPERS: Plan Confirmation Hearing Begins Dec. 4
----------------------------------------------------------------
Philadelphia Newspapers LLC is scheduled to present its Chapter 11
reorganization plan for confirmation at hearings scheduled to
begin December 4, 2009.
Philadelphia Newspapers has already obtained approval of the
disclosure statement explaining the Plan and are now soliciting
votes on the Plan.
The Plan is based upon a sale of all of the Debtors' business to
Bruce E. Toll-led Philly Papers LLC, subject to higher and better
offers. According to the disclosure statement explaining the
Plan, with the sale of the Debtors' business to Bruce Toll,
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 Debtors' Disclosure Statement is available for free
at http://bankrupt.com/misc/PhillyNews_DiscStatement.pdf
A copy of the Debtors' Insider Chapter 11 Plan is available for
free at http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf
The group led by Bruce E. Toll, vice chairman of homebuilder Toll
Brothers Inc., has recently raised its offer by $20 million to buy
Philadelphia Newspapers LLC. The Toll group's offer would now
give the secured lenders $86.5 million, including a $20 million
note, $37 million cash, and real estate worth $29.5 million. In
addition, the lenders would share half of adjusted cash flow over
five years. The Toll group, which includes current investors in
the Debtors' newspapers, says its offer is now worth $112 million,
plus a $17 million letter of credit. In addition to the payment
for the banks, the buyers would pay $25 million toward the costs
of the Chapter 11 exercise.
As Philly Papers' offer is subject to competitive bidding, an
auction for Philadelphia Newspapers is currently scheduled to be
held Nov. 18, with bids initially due two days before. The Court-
approved rules include a provision for credit bids of up
to $318.8 million.
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.
PNG VENTURES: Court OKs $2MM DIP Loan from Greenfield Commercial
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized, on a final basis, PNG
Ventures, Inc., and its debtor-affiliates to:
-- obtain $2,000,000 postpetition financing from Greenfield
Commercial Credit, LLC;
-- use cash collateral; and
-- grant adequate protection to secured lenders.
As reported in the Troubled Company Reporter on Sept. 30, 2009,
the Debtors, as of Sept. 2, 2009, owed Greenfield $816,573
pursuant to the existing financing agreements. The loan is
secured by valid, perfected, enforceable and non-avoidable first
priority security interests and liens granted by ALT/Arizona
Debtors.
The Debtors are also indebted to Fourth Third, LLC in the amount
$37,454,789, as of Aug. 21, 2009, pursuant to a senior secured
credit facility. The loan is secured by a first priority lien on
all of the Debtors' assets, except for the prepetition Greenfield
collateral on which it holds a second priority lien.
The Debtors owe $63,000 to BFI, an affiliate who was in direct and
indirect control of PNG. The loan is secured by all of the
Debtors' assets, subject to a subordination and intercreditor
agreement with Medley as to the senior secured credit facility.
The Debtors believed that BFI is an unsecured creditor.
The Debtors do not have sufficient available sources of working
capital to operate their businesses in the ordinary course of
business without the financing. The Debtors were unable to
procure financing in the form of unsecured credit.
Greenfield agreed to extend loans, certain loans, advances and
other financial accommodations.
Salient Terms of DIP Financing
Borrowers: Applied LNG Technologies USA, LLC and Arizona
LNG, LLC
DIP Lender: Greenfield Commercial Credit, LLC
Commitment: The DIP Facility will consist of advances of
under DIP funds on Debtors' accounts receivable
Facility constituting postpetition financing up to an
aggregate principal amount of $2 million,
inclusive of outstanding prepetition Greenfield
Obligations, as limited by the Budget, and
subject to the terms and conditions of the
Existing Financing Agreements as amended and
restated in the Ratification Agreement and the
Maximum Loan Amount of no greater than
$1 million, inclusive of prepetition Greenfield
Obligations, during the Interim Order period and
$2 million after entry of a Permanent Financing
Order.
Terms and March 1, 2010, on the occurrence of an event of
Final Maturity default or the automatic stay has been lifted or
Date: modified.
Interest Rate: Prime plus interest at an annual rate of LIBOR
plus 7%, with LIBOR subject to a floor of 2%.
Commitment The Lender shall be paid a DIP Facility Fee (as
Fee: of $20,000.
Carve-Out: The liens and superpriority claims granted to
Greenfield pursuant to the Ratification Agreement
and Interim Order will not be subject and
subordinate to a carve out.
Events of (i) Debtors' failure to perform, in any respect,
Default: any of the terms, conditions or covenants or
their obligations under the Interim Order; or
(ii) An Event of Default under the Ratification
Agreement which occurs after the date of the
Interim Order.
The Debtors are also authorized to use cash collateral of
Medley and Greenfield, each of whom consented to the Debtors' use
of cash collateral.
About PNG Ventures
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.
PRESIDENT CASINOS: Injunction Against Parking Lot Owner Upheld
--------------------------------------------------------------
WestLaw reports that granting a preliminary injunction barring the
owner of a parking lot used by the patrons of the riverboat casino
of the Chapter 11 debtor-holding company's subsidiary from
charging more than $1.50 per vehicle for validated parking tickets
for casino patrons was not an abuse of bankruptcy court's
discretion. The bankruptcy court made findings, which were not
clearly erroneous, that the owner's actions caused the casino
monetary harm, hindered the debtor's reorganization, and harmed
the public safety by forcing the casino patrons to park in unsafe
locations. The court also found that the harm to the debtor
outweighed any harm to the owner, which sustained losses from its
pre-injunction rate increases, and that the debtor adequately
pleaded a claim of prima facie tort under Missouri law by
alleging, inter alia, that the owner increased its rates with the
intent to injure the debtor and without adequate justification.
Finally, the court found that the owner's actions harmed the
public interest. In re President Casinos, Inc., --- B.R. ----,
2009 WL 3164411 (E.D. Mo.).
About President Casinos
Headquartered in St. Louis, Mo., President Casinos Inc. --
http://www.presidentcasino.com/-- does not have significant
operations. Prior to Dec. 2006, it was engaged in the ownership
and operation of a dockside gaming casino in St. Louis, Missouri.
President Casinos filed for chapter 11 protection on June 20, 2002
(Bankr. S.D. Miss. Case No. 02-53055). On July 11, 2002,
substantially all of Debtor's other operating subsidiaries filed
for Chapter 11 protection in the same Court. The Honorable Judge
Edward Gaines ordered the transfer of President Casino's chapter
11 cases from Mississippi to Missouri. The case was reopened on
Nov. 5, 2002 (Bankr. E.D. Mo. Case No. 02-53005). Brian Wade
Hockett, Esq., at Hockett Thompson Coburn LLP, represents the
Debtors in their restructuring efforts. David A. Warfield, Esq.,
at Blackwell Sanders Peper Martin LLP, represents the Official
Committee of Unsecured Creditors. Thomas E. Patterson, Esq., and
Ronn S. Davids, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP and
E. Rebecca Case, Esq., and Howard S. Smotkin, Esq., at Stone,
Leyton & Gershman, P.C., represent the Official Committee of
Equity Security Holders.
The Company's business activities currently consist of
managing its existing litigation matters, discharging its
liabilities and administering the bankruptcy reorganization plans
of its former Biloxi and St. Louis operations.
PROGRESSIVE HEALTHCARE: Files Chapter 11 in Indiana
---------------------------------------------------
Progressive Healthcare LLC, a Charleston, South Carolina-based
operator of three hospitals in Indiana, filed for Chapter
11 reorganization on Oct. 28 in Hammond, Indiana (Bankr. N.D. Ind.
Case No. 09-24666)
Charleston, South Carolina-based Progressive Healthcare LLC is an
operator of three hospitals in Indiana. The facilities have a
combined 167 beds. They owe $10.8 million to a secured lender.
Affiliates Progressive Hospital of Mahoning Valley, LLC,
Progressive Hospital of Merrillville, LLC, and Progressive
Hospital of Fort Wayne, LLC, filed separate Chapter 11 petitions.
QUARRY POND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Quarry Pond, LLC
dba Quarry Ponds Town Center
dba One Ripe Tomato
201 California Street, Suite 490
San Francisco, CA 94111
Case No.: 09-33426
Chapter 11 Petition Date: November 3, 2009
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Judge: Dennis Montali
Debtor's Counsel: Ruth Elin Auerbach, Esq.
Law Offices of Ruth Elin Auerbach
711 Van Ness Ave. #440
San Francisco, CA 94102
Tel: (415) 673-0560
Email: attorneyruth@sbcglobal.net
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Lisa powers, the company's managing
member.
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Sam's Club Discover $3,598
PG&E $4,539
American Express/ $15,025
Costco
Walt Gebauer $452,000
2030 Vallejo Street#402
San Francisco, CA 94123
Deborah Tabar $52,000
Allen Matkins $28,000
Bushnell Landscape $20,684
Creations
Buresh Kaplan Jang $15,500
& Feller
Allco Engineering Inc. $14,087
Karen Bakula & Co. $7,906
PG&E $7,562
Sinclair Wilson LLP $7,421
State of California $6,000
Franchise Tax Board
Auburn Placer $4,684
Disposal Service
Riveting Media Inc. $4,300
Jiminez Janitorial $4,000
Sierra Style Publishing $3,600
Borges Architectural $3,543
Executive Air $2,594
Fricke's Electric $2,287
QUEST RESOURCE: Extends Maturity of 2nd Lien Loan to November 16
----------------------------------------------------------------
Quest Cherokee, LLC; Quest Energy Partners, L.P.; and Quest
Cherokee Oilfield Service, LLC, on October 30, 2009, entered into
a Fourth Amendment to Second Lien Senior Term Loan Agreement to
extend the maturity date of the Second Lien Senior Term Loan
Agreement, as amended, from October 31, 2009 to November 16, 2009.
The Partnership paid the lenders a $37,250 amendment fee. The
Fourth Amendment is among Quest Cherokee, as borrower, the
Partnership and QCOS, as guarantors, Royal Bank of Canada, as
administrative agent and collateral agent, KeyBank National
Association, as documentation agent, Societe Generale, as
documentation agent, and the lenders party thereto.
About Quest Resource
Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net/, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P. Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.
As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern. The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.
QRCP does not anticipate being able to make its next quarterly
principal payment due September 30, 2009, under its Amended and
Restated Credit Agreement with Royal Bank of Canada, as
administrative agent and collateral agent.
The TCR said July 14 that QRCP's lenders led by Royal Bank of
Canada, among other things, agreed to waive the interest coverage
ratio and leverage ratio covenants for the fiscal quarter ended
June 30, 2009; and defer until September 30, 2009, interest
payment due on June 30, 2009.
S & K FAMOUS: Plan Confirmation Hearing on December 1
-----------------------------------------------------
S & K Famous Brands Inc. will present its Chapter 11 plan for
confirmation at a hearing on Dec. 1. The Debtor is sending the
Plan to creditors for voting after it obtained approval of the
explanatory disclosure statement.
The Debtor and the Official Committee of Unsecured
Creditors have sponsored a liquidating Chapter 11 plan that offers
(i) holders of secured, perfected consignment and other priority
claims a 100% recovery of their claims, (ii) holders of general
unsecured claims, totaling $34.9 million with a recovery on up to
six cents on the dollar and (iii) holders of convenience claims
with a 10% recovery.
The Debtors and the Committee seek to obtain confirmation of their
proposed plan on Dec. 1, 2009.
A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?4717
A full-text copy of the plan of liquidation is available for free
at http://ResearchArchives.com/t/s?4718
Headquartered in Glen Allen, Virginia, S & K Famous Brands, Inc.
-- http://www.skmenswear.com/-- had 214 retail stores selling
men's swimwear. The Company shut 78 stores before it filed for
bankruptcy, and later shut 30 more stores.
The Debtor filed for Chapter 11 protection on February 9, 2009
(Bank. E.D. Va. Case No. 09-30805). Lynn L. Tavenner, Esq., Paula
S. Beran, Esq., at Tavenner & Beran, PLC and McGuireWoods LLP
represent the Debtor in its restructuring efforts. Its financial
advisor is Alvarez & Marsal North America LLC. The Debtor's DIP
Lender is Wells Fargo Retail Finance LLC as administrative and
collateral agent. The Debtor listed total assets of $41,440,100
and total debts of $35,499,00.
SAMSONITE STORES: Wins Approval of Reorganization Plan
------------------------------------------------------
U.S. Bankruptcy Judge Peter Walsh has confirmed a reorganization
plan for Samsonite Co. Stores, Dawn McCarty at Bloomberg reported
Nov. 4.
Samsonite filed a Chapter 11 plan of reorganization together with
its bankruptcy petition. According to the disclosure statement
attached to the Plan, all creditors and interest holders are to
recover 100% of their claims or interests.
Because all classes of claims and interests are unimpaired, the
Debtors did not solicit votes on the Plan, as the stakeholders are
"deemed to accept" the plan pursuant to 11 U.S.C. Sec. 1126(f).
Secured claims and equity interests will be unaltered upon the
Company's emergence from bankruptcy. Unsecured creditors and
other claimants will receive cash in an amount equal to their
allowed claims.
The Debtor notes that claims in connection with certain real
property leases that the Debtor rejects in the Chapter 11 case or
pursuant to the Plan will be, however, capped by operation of the
Bankruptcy code. The Debtor intends to reject up to 84 of its 173
store leases.
The plan will be funded from the Debtor's existing cash balances
and their parent, Samsonite LLC.
A full-text copy of the amended disclosure statement is available
for free at http://ResearchArchives.com/t/s?46c6
A full-text copy of the amended Chapter 11 plan is available for
free at http://ResearchArchives.com/t/s?46c7
A full-text copy of the blacklined amended disclosure statement is
available for free at http://ResearchArchives.com/t/s?46c8
A full-text copy of the blacklined amended plan is available for
free at http://ResearchArchives.com/t/s?46c9
About Samsonite Company Stores
Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.
Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S. The Company is a wholly-owned
subsidiary of Samsonite Corporation.
As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states. It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively. As of July 31,2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.
Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102). Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor. Hilco Merchant
Resources LLC is liquidation agent. Epiq Bankruptcy Solutions LLC
serves as claims and notice agent. The case has been assigned to
Judge Peter J. Walsh.
Ashby & Geddes, P.A, is Delaware counsel to the Creditors
Committee. BDO Seidman LLP is the financial advisor to the
Committee. Cooly Godward Kronish LLP is lead counsel to the
Committee.
SANFORD HOROWITZ: Case Summary & 11 Largest Unsec. Creditors
------------------------------------------------------------
Debtor: Sanford Jay Horowitz
aka Sandy Horowitz
1044 Meadows End Drive
Calabasas, CA 91302
Case No.: 09-24651
Chapter 11 Petition Date: November 3, 2009
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Maureen Tighe
Debtor's Counsel: Peter M. Lively, Esq.
The Law Offices of Peter M Lively
11965 Venice Blvd Suite 301
Los Angeles, CA 90066-3977
Tel: (310) 899-0630
Fax: (310) 899-0632
Email: PeterMLively2000@yahoo.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $1,000,001 to $10,000,000
The petition was signed by Sanford Jay Horowitz.
Debtor's List of 11 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
State Employee Credit $79,000
Union
Tom Potter $50,000
Frank Arlia $40,000
Chase Auto Finance $22,826
Wells Fargo Card Services $10,436
Citi Cards $10,184
Chase $5,454
Discover Financial $4,155
Services
Malibu Racquet Club $4,000
Law Offices of Wayne $1,050
S. Marshall
Direct Television $831
c/o CBE Group
SECOND CHANCE: No Summary Judgment Rulings on Warranties
--------------------------------------------------------
WestLaw reports that material issues of fact existed as to whether
the statements by which the manufacturer of polymer fiber used by
the debtor in its bullet-resistant vests attempted to disclaim or
exclude implied warranties were sufficient to exclude all implied
warranties, whether the purported disclaimer of warranties
regarding the debtor's end product equated to disclaimers of the
warranties on the fiber itself, and whether the alleged warranties
were negated by the debtor's testing of the fiber. In addition,
factual issues existed as to whether the purported disclaimers and
statements by the manufacturer gave rise to a course of dealing or
a course of performance that excluded the implied warranties,
whether the implied warranties were excluded in the body armor
industry by usage of trade, and whether the debtor and
manufacturer mutually understood that practice. These issues
precluded summary judgment for the manufacturer on the Chapter 7
trustee's claims for breach of implied warranties under Michigan
law. In re Second Chance Body Armor, Inc., --- B.R. ----, 2009 WL
3337246 (Bankr. W.D. Mich.).
Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor. The Company filed for Chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515)
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers. Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represented the Debtor. Daniel F. Gosch, Esq., at
Dickinson Wright PLLC, represented the Official Committee of
Unsecured Creditors. The Debtor's case converted to a Chapter
7 proceeding on Nov. 22, 2005. James W. Boyd, Esq., serves as
the chapter 7 trustee and is represented by Ronald A. Schuknecht,
Esq., at Lewis Schuknecht & Keilitz PC. When the Debtor filed
for protection from its creditors, it estimated assets and
liabilities of $10 million to $50 million.
SEVEN FALLS: Hires Johnson Law Firm as Special Counsel
------------------------------------------------------
Seven Falls, LLC, has asked for permission of the U.S. Bankruptcy
Court for the Western District of North Carolina to employ Gene B.
Johnson and Johnson Law Firm, P.A., as special counsel.
Johnson will, among other things:
-- review and analyze lien claims and real estate issues;
-- assist with environmental issues, county and city
permitting and bonds, and real estate closings; and
-- review, analyze and/or prepare contracts.
The Debtor is asking that compensation of Johnson for its services
shall be treated as a cost of administration claim. The court
documents the Debtor filed didn't disclose the hourly rates of
Johnson.
Mr. Johnson, an attorney with Johnson Law, assures the Court that
Johnson Law doesn't have interests adverse to the interest of the
Debtors' estates or of any class of creditors and equity security
holders. Mr. Johnson maintains that Johnson Law is a
disinterested person as the term is defined under Section 101(14)
of the Bankruptcy Code.
Seven Falls, LLC, has a golf course and residential development on
400 acres in Hendersonville, North Carolina. The Company filed
for Chapter 11 bankruptcy protection on October 26, 2009 (Bankr.
W.D. N.C. Case No. 09-11182). The Company listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.
SEVEN FALLS: Taps Nexsen Pruet as Bankruptcy Counsel
----------------------------------------------------
Seven Falls, LLC, has sought the permission of the U.S. Bankruptcy
Court for the Western District of North Carolina to hire Christine
L. Myatt and Nexsen Pruet, PLLC, as bankruptcy counsel.
Nexsen Pruet will, among other things:
-- assist in the investigation and examination of contracts,
loans, leases, financing statements, and other related
documents;
-- assist the Debtor in proposing a plan of reorganization;
and
-- facilitate consummation of the Debtor's confirmed
reorganization plan.
The Debtor is asking that compensation of Nexsen Pruet for its
services shall be treated as a cost of administration claim. The
court documents the Debtor filed didn't disclose the hourly rates
of Nexsen Pruet.
Ms. Myatt, an attorney with Nexsen Pruet, assures the Court that
Nexsen Pruet doesn't have interests adverse to the interest of the
Debtors' estates or of any class of creditors and equity security
holders. Ms. Myatt maintains that Nexsen Pruet is a disinterested
person as the term is defined under Section 101(14) of the
Bankruptcy Code.
Seven Falls, LLC, has a golf course and residential development on
400 acres in Hendersonville, North Carolina. The Company filed
for Chapter 11 bankruptcy protection on October 26, 2009 (Bankr.
W.D. N.C. Case No. 09-11182). The Company listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.
SIX FLAGS: Third Quarter Revenues Down 7% to $457 Million
---------------------------------------------------------
BankruptcyData reports that Six Flags Inc. announced its
consolidated operating results for the third quarter and nine
months ended September 30, 2009.
For the three month period, total revenues of $457.0 million
decreased 7% from the prior-year quarter's total of
$489.3 million, primarily reflecting reduced attendance and guest
spending. Attendance for the quarter was 12.0 million, down 1%
comparing to 12.2 million in the third quarter of 2008. For the
quarter, cash operating expenses of $232.5 million were down 1%
from $234.6 million in the third quarter of 2008.
The Company's results from continuing operations in the third
quarter of 2009 decreased to $165.8 million compared to $166.5
million in the prior-year quarter. Adjusted EBITDA for the
quarter decreased by $25.9 million, or 11%, to $209.7 million
compared to $235.6 million for the prior-year quarter, reflecting
the impact of reduced revenues partially offset by lower third
party interest in the EBITDA of certain operations and reduced
cash operating expenses.
For the nine months ended September 30, 2009, total revenues
decreased $92.2 million, or 10%, to $811.0 million from
$903.2 million in the prior-year period, primarily reflecting
reduced attendance and guest spending. Attendance for the first
nine months of 2009 was 21.2 million, down 5% from 22.2 million in
the same period of 2008.
The Company is forecasting to finish 2009 with an Adjusted EBITDA
of approximately $190 million, reflecting an Adjusted EBITDA loss
of approximately $15 million in the fourth quarter of 2009
compared to a positive Adjusted EBITDA of $5.2 million in the
fourth quarter of 2008.
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).
SJ LAND: Hearing on Ch. 11 Case Dismissal Continued on November 12
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the stipulation to continue hearing on SJ Land, LLC's
motion on Nov. 12, 2009, at 10:00 a.m. The hearing will be held
at Courtroom 1345, 255 East Temple Street, Los Angeles,
California.
The stipulation was entered among the Debtor, John A. Spyksma,
Yanita J. Spyksma, Spyksman Properties, L.P., and John Chad
Spyksma.
Previously, the Debtor asked the Court to approve the Compromise
of Controversy, and dismiss its Chapter 11 case. The Debtor
related that it will make arrangements to resolve, outside of the
bankruptcy, the claims of the Debtor's creditors.
On Sept. 1, 2009, a mediation was conducted between the Debtor and
the Spyksmas, with the Hon, John E. Ryan, to settle the disputes.
The terms of the settlement include:
a) the agreements will be terminated;
b) the Spyksmas will pay to the Debtor $1 million, payable in
accordance with the terms and conditions; and
c) the Debtor and the Spyksmas will waive and release any and
all claims that they may have against each other.
A condition to the effectiveness of the settlement is for the
Court to enter an order dismissing the Debtor's case.
About SJ Land, LLC
Headquartered in San Jacinto, California, SJ Land, LLC, filed for
Chapter 11 relief on Oct. 20, 2008 (Bankr. C.D. Calif. Case No.
08-24398). The company is the developer of an approximately 512-
acre tract of real property located in San Jacinto, Riverside
County, California. The company was forced to file for bankruptcy
protection after efforts to restructure its obligations with John
A. Spyksma and Yanita J. Spyksma and Spyksma Properties, LP, and
Chad Spyksma, failed. The Debtor acquired its interests in the
property from the Spyksmas. In its schedules, the Debtor listed
total assets of $82,824,999, and total debts of $30,775,465.
SMURFIT-STONE: Hearing on Equity Committee Plea on Dec. 4
---------------------------------------------------------
Another hearing, on December 4, will be conducted to consider a
request by stockholders of Smurfit-Stone Container Corp. for an
appointment of an official committee to represent equity holders.
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware previously refused to approve a request by
Caspian Capital Advisors to have an equity committee. The judge
said he lacked information to justify granting the request.
"Frankly, I just don't know enough," Judge Shannon said at the
hearing. "I need to understand more about where the company is
headed." Judge Shannon told Caspian present evidence at the next
hearing on its request.
Caspian had explained in papers filed in Court that through the
appointment of an Equity Committee, shareholders can be
represented in the inception of a plan of reorganization in the
Debtors' Chapter 11 cases. Caspian said it would be grossly
unjust to permit the Debtors to come up with a plan of
reorganization without the input of shareholders.
The Debtors, the Creditors' Committee, and Roberta A. DeAngelis,
the acting U.S. Trustee for Region 3, opposed Caspian's request.
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)
SPANSION INC: King & Spalding LLP Bills $1.5 Mil. for September
---------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, the
professionals retained in Spansion Inc.'s cases seek payment of
their fees and reimbursement of their expenses:
A. Debtors' Professionals
Professional Period Fees Expenses
------------ ------ ---- --------
Duane Morris LLP 09/01/09-
09/30/09 $96,107 $1,481
Morrison & Foerster LLP 06/01/09-
08/31/09 797,479 51,143
Morrison & Foerster LLP 09/01/09-
09/30/09 398,864 28,889
Gordian Group LLC 09/01/09-
09/30/09 75,000 2,282
Sitrick and Company Inc. 09/01/09-
09/30/09 1,419 0
Wilson Sonsini Goodrich 09/01/09-
& Rosati, P.C. 09/30/09 17,180 0
Baker & McKenzie LLP 09/01/09-
09/30/09 134,400 921
KPMG LLP 09/01/09-
09/30/09 10,984 0
Latham & Watkins LLP 09/01/09-
09/30/09 1,154,155 14,976
Timothy Gray 03/02/09-
10/21/09 75,553 0
K&L Gates LLP 09/01/09-
09/30/09 71,348 157,711
King & Spalding LLP 09/01/09-
09/30/09 1,534,203 22,017
Duane Morris, Wilson Sonsini, Baker & McKenzie and Latham &
Watkins serve as the Debtors' counsel. Morrison & Foerster is
the Debtors' special litigation counsel. Gordian Group acts as
the Debtors' financial advisor. Sitrick and Company serves as
corporate communications consultants to the Debtors. KPMG LLP
acts as the Debtors' financial advisor. K&L Gates is the
Debtors' litigation counsel. King & Spalding serves as the
Debtors' special litigation counsel.
The Debtors certified to the Court that no objections were filed
as to the fee application of Warren H. Smith & Associates, P.C.
Accordingly, the Court may now pay the firm $19,303 for fees and
$524 for expense reimbursement.
B. Professionals of the Official Committee on Unsecured Creditors
FTI Consulting, Inc., financial advisor to the Committee, seeks
payment of fees totaling $150,000 and reimbursement of expenses
for $9,217 for the period from September 1, 2009, through
September 30, 2009.
Interim Awards
The Court awarded the Debtors' professionals their fees and
reimbursement of expenses for the period from March 1, 2009,
through May 31, 2009. A full-text copy of the approved fees and
expenses is available for free at:
http://bankrupt.com/misc/InterimAwardMay.pdf
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
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)
SPANSION INC: Plan Solicitation Period Extended to Jan. 30
----------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has extended Spansion Inc. and its units'
deadline to solicit votes to accept a proposed plan of
reorganization through January 30, 2010.
Spansion Inc., Spansion Technology LLC, Spansion LLC, Cerium
Laboratories LLC and Spansion International, Inc., delivered their
Joint Plan of Reorganization and accompanying Disclosure
Statement before the United States Bankruptcy Court for the
District of Delaware on October 26, 2009.
The Plan is sponsored by the Debtors and supported by the
Debtors' Official Committee of Unsecured Creditors and the Ad Hoc
Consortium of Holders of Senior Secured Floating Rate Notes due
2013. The Debtors believe that the Plan will lead to
reorganization, the satisfaction of billions of dollars of claims
and the preservation of jobs and commercial relationships.
Under the Plan, the Debtors will be reorganized through, among
other things, the consummation of these transactions:
(a) the Distribution of Cash, New Senior Notes, New
Convertible Notes and New Spansion Common Stock to Holders
of FRNs in satisfaction of all Claims arising under the
FRNs;
(b) the Distribution of New Spansion Common Stock to Holders
of General Unsecured Claims in satisfaction of the Claims;
(c) the cancellation of the Old Spansion Interests; and
(d) the revesting of the Assets of the Debtors in the
Reorganized Debtors.
A full-text copy of the Plan is available for free at:
http://bankrupt.com/misc/Spansion_Plan.pdf
A full-text copy of the Disclosure Statement is available for
free at:
http://bankrupt.com/misc/Spansion_DS.pdf
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
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)
STATION CASINOS: Committee Proposes to Retain Sierra as Expert
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Station Casinos,
Inc., and its affiliated debtors seek the Court's authority to
retain Sierra Consulting Group, LLC, as its consulting expert,
effective as of October 9, 2009.
The Committee has determined that it requires the services of a
consulting expert to review and analyze the report of Odyssey
Capital Group, LLC, and to assist Quinn Emanuel Urquhart Oliver &
Hedges, LLP, in its investigation into the transactions executed
in or about November 2007, pursuant to which SCI became a
privately-held company, including, by way of illustration,
assistance with respect to whether the Master Lease is a "true"
lease or can be recharacterized as a disguised secured financing.
The Committee proposes to retain Sierra Consulting to render all
necessary consulting services to Quinn Emanuel that may be
required in conducting an investigation, including:
(a) reviewing and analyzing the Odyssey Report and the
financial analysis performed by Odyssey, as well as all
reports, analyses, opinions, and other underlying
documentation relied upon by Odyssey in creating its
Report;
(b) reviewing and analyzing whether SCI or the other Debtors
were solvent as of the date of the November 2007
Transaction and whether the November 2007 Transaction left
the Debtors with unreasonably small capital;
(c) reviewing and analyzing whether the Master Lease should be
recharacterized as a secured financing;
(d) providing testimony, as necessary, with respect to matters
which it has been engaged to advise the Committee on in
any proceeding before the Court;
(e) assisting with discovery with respect to matters which it
has been engaged to advise the Committee on, including the
formulation of discovery requests, the review of discovery
materials, and the deposition of witnesses;
(f) being available to the Committee and Quinn Emanuel to
assist them regarding their services to be provided; and
(g) any other services requested by the Committee and Quinn
Emanuel, provided, however, that the retention of Sierra
Consulting is not intended to duplicate the services
provided by the Committee's financial advisor.
The Debtors will pay and reimburse Sierra Consulting for fees and
expenses it incurred in as consulting expert to the Committee in
the Chapter 11 cases.
Sierra Consulting's current and customary rates to be rendered in
the Cases are:
Professional Hourly Rate
------------ -----------
Principals $345
Directors $295
Associates $245
Paraprofessionals $95
Sierra Consulting will seek reimbursement for necessary expenses
incurred, which shall include travel, vendor charges, and other
out-of-pocket expenses.
Edward Burr, managing principal of Sierra Consulting Group, LLC,
discloses that no promises have been received by Sierra
Consulting or any of its principal or employee as to payment or
compensation in connection with the Chapter 11 cases other than
in accordance with the provisions of the Bankruptcy Code and
Orders of the Court.
Accordingly, Mr. Burr assures the Court that his firm is a (a) is
not a creditor or insider of the Debtors; (b) does not hold or
represent an interest adverse to the Committee or the Debtors;
(c) is a "disinterested person," as defined by Section 101(14)
and modified by Section 1107(b) and used in Section 328(c) of the
Bankruptcy Code; (d) does not represent any other creditor, party
in interest, or entity in the Cases; and (e) has no connection
with the Committee, the Debtors, their creditors, or other
parties-in-interest in the Cases.
Sierra Consulting Group, LLC, maintains an office at Two North
Central Avenue, Suite 700, in Phoenix, Arizona. Sierra
Consulting can be reach at telephone no. (602) 424-7001.
About Station Casinos
Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.
Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel. The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor. Kurtzman Carson
Consultants LLC is the claims and noticing agent.
In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009. About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.
Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
STATION CASINOS: Boyd Intervenes in Case, Seeks Examiner
--------------------------------------------------------
Casino operator Boyd Gaming Corp., which is interested in
acquiring assets of Station Casinos Inc., has interceded in the
Chapter 11 case of Station Casinos by filing papers favoring the
appointment of an examiner and setting conditions on a plan
exclusivity extension for the Debtor.
Boyd says it does not intend to block a plan exclusivity extension
for Station Casinos but it only seeks to condition any extension
on certain reforms and cooperation by the Debtors in order to
facilitate competition and allow alternatives to any Debtor plan
proposal, for evaluation by an examiner and the unsecured
creditors committee.
Boyd also says that the examiner should work with relevant
parties-in-interest in order to evaluate the merits of potential
competing sale plans or 11 U.S.C. Sec. 363 purchase alternatives,
that may be superior to the Debtors' plan approach.
"Since the Debtors have shown little interest in developing
alternatives with potential buyers like Boyd, an examiner appears
to be the logical intermediary between the reluctant Debtors and
motivated buyers. Such an examiner can obtain essential data
needed to help make competing bids concrete, despite the Debtors'
non-participation, and can develop and evaluate the alternatives,"
says Robert R. Kinas, Esq., at Snell & Wilmer LLP, in Las Vegas.
Boyd Gaming is being represented by attorneys at Snell & Wilmer
LLP and Morrison & Foerster LLP.
Station Casinos has asked the Court to extend its exclusive period
to file a Chapter 11 plan until March 25. The hearing on Station
Casinos' first request for an extension is scheduled for
November 20.
As reported by the TCR on Sept. 4, 2009, a group of banks has
asked the Bankruptcy Court to appoint an examiner. The banks
composed of Bank of Hawaii, BNP Paribas, General Electric Capital
Corp. and others, designating themselves as "The Independent
Lenders of Station Casinos Inc.," noted that Station Casinos has
three separate divisions with conflicting economic interest and
different lenders. They assert that those divisions, known as the
OpCo, PropCo and LandCo companies, have different revenue steams
that should be kept separate now that Station Casinos is in
bankruptcy. BNP Paribas, et al., assert that their interests are
being unfairly sacrificed to benefit Deutsche Bank Trust of
America and other creditors.
The Independent Lenders note that while Station Casinos' "three
stack" debt structure probably worked well when each "stack" was
solvent back in 2007, it no longer works in today's environment,
when each "stack" is insolvent, and common management has the
ability to move value among the different "stacks." It notes that
the creditors for the three stacks are different. Counsel to the
Independent Lenders, Isaac M. Pachulsi, Esq., at Stutman, Treister
& Glatt P.C., contends that an examiner is needed so that an
independent, non-conflicted third party can investigate and report
on whether the economic interests of the "OpCo" entities and their
real economic stakeholders are being sacrificed for the benefit of
the "PropCo" and "LandCo" entities and their creditors, as well as
for the benefit of the out-of-the- money equity holders who
control the Debtors' board of directors, as a result of the common
management and control of the OpCo, PropCo and LandCo.
Boyd Gaming on October 27 reiterated its intent to acquire some or
all of the assets of Station Casinos. Keith Smith, Boyd Gaming's
President and CEO, said, "We remain very serious about acquiring
Station's assets when permitted by the bankruptcy court. We
believe an acquisition would deliver immediate value to our
shareholders, and represents a very attractive and timely solution
for Station, its creditors, employees and customers."
In February 2009, Boyd Gaming delivered a non-binding preliminary
indication of interest for certain of certain properties of
Station Casinos. Boyd estimated at that time that the assets are
worth $950 million.
Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a leading diversified owner and
operator of 16 gaming entertainment properties located in Nevada,
New Jersey, Mississippi, Illinois, Indiana, and Louisiana.
About Station Casinos
Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.
Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel. The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor. Kurtzman Carson
Consultants LLC is the claims and noticing agent.
In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009. About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.
Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TEXAS BAY PLANTATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Texas Bay Plantation House Limited Partnership
2625 Hudnall St.
Dallas, Tx 75235
Bankruptcy Case No.: 09-37555
Chapter 11 Petition Date: November 2, 2009
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Debtor's Counsel: Jeffery D. Carruth, Esq.
Reed & Elmquist, P.C.
604 Water St.
Waxahachie, TX 75165
Tel: (972) 938-7334
Fax: (972) 923-0430
Email: jcarruth@bcylawyers.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by James Goody.
THREE ARROWS ENTERPRISES: Sale Hearing Scheduled for Nov. 4
-----------------------------------------------------------
The Honorable Robert N. Opel, II, has scheduled a hearing on
Nov. 4, 2009, at 11:00 a.m., in Harrisburg to review proposed
procedures for the sale of Three Arrows Enterprises, Inc., and
Autohaus Acquisition, Inc., dba Victory Volkswagen's Volkswagen
Assets Free and Clear of all liens, claims, encumbrances and other
interests.
Three Arrows Enterprises, Inc., dba Black Tie Motor Cars, filed a
Chapter 11 petition (Bankr. M.D. Pa. Case No. 09-07161) and
Autohaus Acquisition, Inc., dba Victory Volkswagen filed a Chapter
11 petition (Bankr. M.D. Pa. Case No. 09-07158) on Sept. 16, 2009.
The Debtors are represented by Robert E. Chernicoff, Esq., at
Cunningham and Chernicoff PC in Harrisburg, and estimated their
assets and liabilities at less than $10 million at the time of the
filings.
TNS INC: S&P Affirms Corporate Credit Rating at 'BB-'
-----------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'BB-'
corporate credit rating on Reston, Virginia-based TNS Inc. At the
same time, S&P assigned issue-level and recovery ratings to TNS
Inc.'s proposed $75 million first-lien revolver and $325 million
first-lien term loan. S&P assigned an issue-level rating of 'BB'
(one notch above the 'BB-' corporate credit rating on the company)
to the new first-lien facilities, and assigned a recovery rating
of '2' to this debt, indicating an expectation for substantial
(70%-90%) recovery in the event of a payment default. (All
ratings are subject to change upon review of final documentation).
The outlook is stable.
The company intends to use the proceeds from the new revolver and
term loan to refinance the existing revolving and term loan debt
that was entered into at the time of the acquisition of VeriSign
Inc.'s Communication Services Group, a provider of outsourced,
managed data communications services to the telecommunications
industry. The company is refinancing their existing debt to take
advantage of the resurgent loan market and obtain cheaper
financing than they currently have. S&P will withdraw all ratings
on the existing revolver and term loans at the time of the
official close of the refinancing.
"The ratings on TNS reflect the company's narrow addressed market
in an industry dominated by larger, better capitalized
competitors," said Standard & Poor's credit analyst Philip
Schrank, "along with declining contribution from its domestic
point-of-sale business, high customer concentrations, and moderate
leverage." The company's solid niche market position and
prospects for continued profitable international expansion partly
offset those factors. TNS provides private data communications
networks for transaction-oriented applications globally, call
signaling and database access services to the telecommunications
industry, and secure data and voice network services to the
financial services industry. Debt outstanding at year-end 2008,
pro forma for the acquisition of VeriSign Inc.'s Communication
Service Group, totaled about $428.5 million.
TODD JEWETT: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: Todd M. Jewett
dba Windy Point Bison Ranch
fdba Rees Transportation
Marcie M. Jewett
PO Box 145
Oroville, WA 98844
Bankruptcy Case No.: 09-06142
Chapter 11 Petition Date: November 2, 2009
Court: United States Bankruptcy Court
Eastern District Of Washington (Spokane/Yakima)
Judge: Patricia C. Williams
Debtor's Counsel: Dan O'Rourke, Esq.
Southwell & O'Rourke
421 W Riverside Avenue, Suite 960
Spokane, WA 99201
Tel: (509) 624-0159
Fax: (509) 624-9231
Email: dorourke@southwellorourke.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 $3,053,001,
and total debts of $3,817,075.
The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.
The petition was signed by the Joint Debtors.
TOUSA INC: Committee Again Decides to Delay D&O Fraud Suit
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Tousa Inc., fresh
from its fraudulent transfer victory over secured lenders, decided
to put a separate lawsuit on ice against directors of Tousa's
subsidiaries and Technical Olympic SA, the controlling shareholder
when the allegedly faulty transactions took place, Bloomberg's
Bill Rochelle reported.
According to the report, the Creditors Committee says it makes no
sense to proceed with the lawsuit while the banks are appealing
the judgment under which they were required by the bankruptcy
judge to post $700 million in bonds. The Committee says a respite
in the lawsuit against company officers will afford time for
resolving which of two insurance companies is potentially liable
on a $100 million directors and officers' liability policy. The
two potentially responsible carriers are both pointing fingers at
each other, saying the other is liable.
The suit against Technical Olympic and the directors contends the
defendants breached their fiduciary duties by requiring the
subsidiaries to take on $500 million in debt to repay an old debt
which they were never liable. The suit says the defendants
breached their fiduciary duties by acting solely in the interests
of TOUSA and TOUSA's shareholders in failing to investigate of the
transaction's effect on the subsidiaries.
As reported by the TCR on Oct. 15, 2009k, the Bankruptcy Court has
already ruled, in a separate lawsuit against the lenders, that the
loans Citicorp North America, as administrative agent, and certain
prepetition lenders extended to TOUSA Inc. and its affiliates
barely six months before the Petition Date were fraudulent
transfers.
TOUSA, Inc. caused certain of its subsidiaries to borrow in July
2007 from certain lenders (i) a $200 million first lien term loan
with Citicorp, as administrative agent under the parties' credit
agreement, and (ii) a $300 million second lien term loan with
Citicorp as administrative agent, as subsequently replaced by
Wells Fargo Bank. To secure the Loans, the lenders were granted
liens on substantially all of TOUSA's assets. The proceeds of the
Loans were used to settle a litigation initiated by Senior
Transeastern Lenders against TOUSA and its subsidiary, TOUSA Homes
LP, that arose from the default on debt incurred to finance the
Transeastern Joint Venture, a business venture that TOUSA
undertook in 2005. Certain of TOUSA's affiliates, otherwise
referred to as the "Conveying Subsidiaries," which were not
defendants in the Transeastern litigation and were not liable to
the entities that financed the Transeastern Joint Venture,
nonetheless incurred liabilities and granted liens to secure the
resolution of TOUSA Inc.'s liabilities as their parent company.
The Creditors Committee has sought (1) to avoid and recover $500
million in liens granted pursuant to the July 2007 Loan
Transaction; (2) to recover $420 million paid in cash to prior
lenders to other Debtors whose loans were paid out as part
of the same loan transaction in which the challenged liens were
granted; and (3) to avoid as preferential the grant of a security
interest in a $207 million tax refund which was perfected less
than 90 days before the Debtors' petitions were filed.
A full-text copy of Judge Olson's 182-page Findings of Fact and
Conclusions of Law dated October 13, 2009, is available for free
at http://bankrupt.com/misc/TOUSA_JudgeOlsonOct13Findings.pdf
About Tousa Inc.
Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928). The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts. Lazard Freres & Co. LLC is the Debtors' investment
banker. Ernst & Young LLP is the Debtors' independent auditor and
tax services provider. Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.
TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746). It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.
The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.
TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.
Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by TOUSA Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TWENTY WIN - WIN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Twenty Win - Win Corp.
PO Box 3535
Arlington, TX 76007
Bankruptcy Case No.: 09-37499
Chapter 11 Petition Date: November 2, 2009
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Harlin DeWayne Hale
Debtor's Counsel: None. Debtor Filed Petition as Pro Se.
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Michael Dao, president of the Company.
TXCO RESOURCES: Sues CMR, Llewellin Over $3.8M Mineral Assets
-------------------------------------------------------------
Law360 reports that TXCO Resources Inc. has sued CMR Energy LP and
Llewellin Co. Fund I LP for a declaratory judgment that they have
no right under a 2005 repurchase agreement to buy $3.8 million in
mineral assets that TXCO is currently in negotiations to sell to
another buyer.
TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma. TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling. It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."
The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807). The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent. Gardere Wynne Sewell LLP
represents the Committee.
As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities
US MORTGAGE: Court Confirms Third Amended Plan of Liquidation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
confirmed on October 26, 2009, U.S. Mortgage Corp. and CU National
Mortgage, LLC's third amended joint plan of liquidation which was
filed on September 11, 2009.
The allowed secured claim of Sovereign Bank, successor in interest
to Independence Community Bank, will be paid in full plus interest
at the contract rate through the sale of certain collateral
pledged to Sovereign.
Holders of allowed restitution claims or restitution fund
recipients will receive a pro rata distribution from those assets
seized by the United States Attorney's Office derived from or
traceable to the offenses to which Michael JH. McGrath, Jr. pled
guilty.
Pursuant to the Plan, allowed unsecured claims will receive
continuing pro rata distributions of cash, without interest, in
accordance with the trust agreement, in complete and full
satisfaction of their allowed claims.
Holders of interests will receive no distribution. On the Plan's
effective date, all interests will be canceled.
On the Effective Date all assets of the Debtors will be
transferred to the Trust for liquidation and/or distribution. The
source of funds to achieve consummation of and carry out the Plan
will be the cash from the liquidation of the assets and cash on
hand.
A full-text copy of the Third Amended Joint Plan of Liquidation is
available for free at:
http://bankrupt.com/misc/usmortgage.3rdamendedplan.pdf
As reported in the Troubled Company Reporter on Oct 29, 2009, the
Bankruptcy Court the Debtors authorization to sell their 17
residential mortgage loans to First Bergen Capital LLC, the
stalking horse bidder.
The purchase price was $500,000 in immediately available funds at
the closing which was scheduled no later than Oct. 23, 2009.
The Debtors relate that the purchaser will not assume or become
liable for any liens, claims, interests and encumbrances relating
to the mortgage loans.
Based in Pine Brook, New Jersey, U.S. Mortgage Corp. --
http://2usmortgage.com/-- was a licenced mortgage banker founded
in 1996. USM originated mortgages through a network of branch
offices, as well as sold mortgages in the secondary market to
investors and other parties. CU National Mortgage, LLC was
developed to serve the needs of the credit union industry.
On February 23, 2009, USM filed for Chapter 11 relief in the U.S.
Bankruptcy Court for the District of New Jersey. CU National
filed for bankruptcy protection on April 1, 2009, in the same
Court. The cases are being jointly administered under Case
No. 09-14301. The Debtors commenced bankruptcy proceedings after
allegations surfaced that they sold mortgages more than once and
engaged in other alleged improprieties.
Bruce D. Buechler, Esq., Kenneth Rosen, Esq., and Nicole
Stefanelli, Esq., at Lowenstein Sandler PC, serve as bankruptcy
counsel. The Debtor listed $10 million to $50 million in assets
and $100 million to $500 million in debts.
VENTANA HILLS ASSOCIATES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Ventana Hills Associates, Ltd.
c/o North Street Properties
100 North Field Drive, #110
Lake Forest, IL 60045
Case No.: 09-41755
Estimated Assets: $50,000,001 to $100,000,000
Estimated Debts: $50,000,001 to $100,000,000
Debtor-affiliate filing separate Chapter 11 petition:
Ventana Hills Phase II, L.P.
Case No.: 09-41758
Estimated Assets: $50,000,001 to $100,000,000
Estimated Debts: $50,000,001 to $100,000,000
Chapter 11 Petition Date: November 3, 2009
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Pamela S. Hollis
Debtor's Counsel: Richard H. Fimoff, Esq.
Robbins, Salomon & Patt Ltd
25 E Washington Street
Suite 1000, Chicago, IL 60602
Tel: (312) 456-0185
Fax: (312) 782-6690
Email: rfimoff@rsplaw.com
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
VINEYARD CHRISTIAN: Chapter 11 Trustee Wants to Sell Mercedes
-------------------------------------------------------------
Jeffrey I. Golden, the Chapter 11 trustee in Vineyard Christian
Fellowship of Malibu's bankruptcy case, asks the U.S. Bankruptcy
Court for the Central District of California for permission to
sell personal property of the estate.
The Chapter 11 Trustee proposes to sell, pursuant to Section 363
of the Bankruptcy Code, the Debtor's black 1999 Mercedes ML-320
SUV, as is where is, to Wayne Rausch for $3,500. The vehicle was
used in the operation of the Debtor's business.
Malibu, California-based Vineyard Christian Fellowship of Malibu
owns real property in Malibu, California, on which it operates a
multi-purpose office building and recording studio. The company
filed for Chapter 11 protection on September 12, 2008 (Bankr. C.D.
Calif. Case No. 08-16951). Attorneys at Weiland, Golden, Smiley,
Wang Ekvall & Strok, LLP, represent the Chapter 11 trustee as
counsel. In its schedules, the Debtor listed total assets of
$34,344,046 and total debts of $18,670,082.
On July 9, 2009, the Trustee filed his first Interim Report, which
provides an overview of the activities that the Trustee and his
team of professionals have engaged in during the period December
11, 2008 through June 30, 2009. The Trustee will file future
interim reports every six months and will provide updates on his
activities as appropriate.
WASTEQUIP INC: S&P Retains CreditWatch Negative on 'CCC+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on
Cleveland-based Wastequip Inc., including the 'CCC+' long-term
corporate rating, remain on CreditWatch with negative
implications, where S&P placed them on Sept. 17, 2009.
"The CreditWatch placement follows the company's amendment of its
mezzanine credit agreement to include a "PIK Toggle" feature,
which allows the company to pay, at its option, nearly all of the
cash interest due on its mezzanine loans in kind, to meet covenant
compliance," said Standard & Poor's credit analyst Helena Song.
Operating performance and credit metrics remain weak.
"The CreditWatch placement reflects the risk that Wastequip may
exercise the new "PIK Toggle" feature, contrary to the original
obligation," she continued.
WEST TABERNACLE CHURCH: Case Summary & 3 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: West Tabernacle Church, Inc.
1900 FM 2854 West
Conroe, TX 77304
Bankruptcy Case No.: 09-38403
Chapter 11 Petition Date: November 2, 2009
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Judge: Letitia Z. Paul
Debtor's Counsel: Barbara Mincey Rogers, Esq.
Rogers, Anderson & Bensey, PLLC
1415 North Loop West, Suite 1020
Houston, TX 77008
Tel: (713) 868-4411
Fax: (713) 868-4413
Email: b.m.rogers@att.net
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 $3,094,300,
and total debts of $1,399,740.
A full-text copy of the Debtor's petition, including a list of its
3 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/txsb09-38403.pdf
The petition was signed by Anthony R. Shelton, pastor and
president of the Company.
WIND PLUS HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Wind Plus Holdings, Inc.
909 Hidden Ridge Drive, Suite 450
Irving, TX 75038
Bankruptcy Case No.: 09-37475
Chapter 11 Petition Date: November 2, 2009
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Stacey G. Jernigan
Debtor's Counsel: Joseph F. Postnikoff, Esq.
Goodrich Postnikoff & Albertson, LLP
777 Main St., Suite 1360
Ft. Worth, TX 76102
Tel: (817) 347-5261
Fax: (817) 335-9411
Email: jpostnikoff@gpalaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by David Lyman Spalding, president of the
Company.
WIND PLUS INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Wind Plus, Inc.
909 Hidden Ridge Drive, Suite 450
Irving, TX 75038
Bankruptcy Case No.: 09-37478
Chapter 11 Petition Date: November 2, 2009
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Barbara J. Houser
Debtor's Counsel: Joseph F. Postnikoff, Esq.
Goodrich Postnikoff & Albertson, LLP
777 Main St., Suite 1360
Ft. Worth, TX 76102
Tel: (817) 347-5261
Fax: (817) 335-9411
Email: jpostnikoff@gpalaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by David Lyman Spalding, president of the
Company.
WINDSTREAM CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating
-----------------------------------------------------------------
Moody's affirmed Windstream Corporation's Ba2 corporate family and
probability of default ratings and placed the ratings of Gabriel
Communications Finance Company, a wholly-owned subsidiary of
NuVox, Inc., on review for possible upgrade. The rating action
was prompted by Windstream's announced plans to acquire Nuvox for
a total purchase price of $643 million consisting of about
$280 million in cash, $183 million in Windstream stock and the
assumption of $180 million (net of cash) of Nuvox's outstanding
debt. Windstream expects to close the acquisition in the first
half of 2010.
The transaction values NuVox at about 5.6 times its trailing
EBITDA of $115 million, before synergies. The Company expects the
transaction to be free cash flow accretive after achieving
$30 million of synergies. Moody's believes the acquisition price
validates the business model of a CLEC with good operations, low
integration risk, and a moderately levered capital structure.
While Moody's believes that the synergies from the merger are
achievable, and there is low integration risk due to the
relatively small size of the transaction, integrating the cultures
of the two organizations could be more challenging given their
very different legacy operations. Windstream is primarily a rural
incumbent wireline operator serving residential and business
customers, although it has small competitive local exchange
carrier operations. On the other hand, Nuvox has focused
exclusively on serving small- and medium-sized enterprises by
leasing network elements from the incumbents, while competing
against them.
Moody's believes the proposed acquisition of Nuvox by an incumbent
local exchange carrier deviates from the pattern of acquisitions
made by the ILECs in the past. Historically, the ILECs have
sustained their cash flows by acquiring other ILECs and driving
synergies from the acquisitions. Windstream's planned acquisition
of Nuvox reflects its increasing focus on growing revenues from
business customers. While revenue growth from residential
customers has remained elusive for most incumbent wireline
operators due to secular pressures, Moody's expect the revenues
from the SME customers to grow modestly when the economy rebounds.
In addition, by acquiring market share in the SME segment
Windstream will be better positioned against the cable operators,
which are extending their footprints from residential to SME
segment.
Moody's has taken these rating actions:
Issuer: Windstream Corporation
-- Senior Secured Bank Credit Facility, Affirmed Baa3
-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3, LGD5 -
75%
-- Outlook - Stable
-- Speculative Grade Liquidity Rating - SGL-1 (to be revisited
when the Nuvox acquisition closes)
Issuer: Valor Telecommunications Enterprise, LLC
-- Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
-- Outlook - Stable
Issuer: Windstream Holdings of the Midwest, Inc
-- Senior Notes, Affirmed Baa3
-- Outlook - Stable
Issuer: Windstream Georgia Communications Corp.:
-- Senior Notes due 2013, Affirmed Baa2
-- Outlook - Stable
Issuer: Gabriel Communications Finance Company
On Review for Possible Upgrade:
-- Probability of Default Rating, Placed on Review for
Possible Upgrade, currently B3
-- Corporate Family Rating, Placed on Review for Possible
Upgrade, currently B2
-- Senior Secured Bank Credit Facility, Placed on Review for
Possible Upgrade, currently B2
-- Outlook, Changed To Rating Under Review From Stable
Moody's affirmed Windstream's existing ratings as the proposed
transaction is not expected to materially alter the Company's
operating and credit profile.
Moody's put Nuvox's ratings under review for upgrade reflecting
Windstream's stronger credit profile and a high likelihood of the
closing of the acquisition. Moody's notes the change of control
condition under Nuvox's credit agreement requires the repayment of
Nuvox's outstanding bank debt, unless the agreement is amended.
The review of Nuvox's ratings will focus on Windstream's plans
regarding the existing Nuvox debt. Should the debt be
unconditionally and irrevocably guaranteed or legally assumed, the
ratings will likely be upgraded. If the debt is repaid, Moody's
will withdraw Nuvox's ratings.
Moody's most recent rating action for Windstream was on
September 29, 2009. At that time, Moody's affirmed Windstream's
ratings in connection with the Company's plans to issue new notes.
Moody's last rating action on Nuvox was on October 2, 2008, when
Nuvox's ratings were affirmed.
Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 16 states and generated about
$3.1 billion in annual revenues.
NuVox, headquartered in Greenville, SC, is a CLEC with
approximately 90,000 small and medium-sized business customers
across 16 states in the Southeast and Midwest. Its annual revenue
is approximately $560 million.
WINDSTREAM CORPORATION: Nuvox Deal Won't Move Fitch's 'BB+' Rating
------------------------------------------------------------------
Fitch Ratings believes Windstream Corporation's definitive
agreement to acquire Nuvox Inc. will have a neutral effect on its
credit profile. Windstream's Issuer Default Rating is 'BB+' and
the Rating Outlook is Stable.
In Fitch's view the transaction, on balance, is neutral to
Windstream's credit profile. Prior to the realization of any
synergies, the transaction is not expected to have an effect on
Windstream's leverage as a result of the relatively small size of
the transaction and the use of cash on hand and equity to fund a
portion of it. Following the close of the transaction, the
realization of the approximately $30 million in cost and capital
expense synergies and incremental cash flow is expected to have a
positive effect on credit metrics. In Fitch's view, Windstream
will also benefit modestly from the revenue diversification
brought about by the addition of Nuvox's small- and mid-sized
business customer base. After the transaction closes, more than
one-half of revenues will come from broadband and business
sources, thus reducing the proportion from competitively pressured
residential sources. Nuvox is a competitive local exchange
carrier with operations in the Southeast and Midwest U.S. that
complement Windstream's incumbent footprint and small CLEC
business.
Following the close of the Nuvox transaction in the first half of
2010 and the closing of the previously announced acquisitions of
D&E Communications Inc. and Lexcom, Inc., in the fourth quarter of
2009, Fitch believes Windstream's 2010 net debt-to-EBITDA will be
at the upper end of the company's 3.2 times to 3.4x historical
range. As a result, Fitch believes Windstream will have limited
capacity within the current rating category to take on additional
leverage in funding potential acquisitions over the next 12
months.
The Nuvox transaction has a total value of $643 million.
Windstream will issue approximately 18.7 million shares with a
value of $183 million based on the Nov. 2, 2009 closing price and
pay $280 million in cash. The company will also assume estimated
net debt of approximately $180 million. Nuvox's EBITDA,
normalized for certain items, was $115 million in the 12 months
ending June 30, 2009, and Windstream expects to generate
approximately $30 million in operating cost synergies and capital
expense savings once the transaction closes.
Windstream expects to finance the Nuvox transaction through cash
on hand and drawings on its $500 million revolving credit
facility. Financing for the D&E and Lexcom transactions was
completed in September 2009 when Windstream raised approximately
$400 million in an offering of unsecured debt.
Concurrent with the unsecured offering, the company extended the
maturity of $348 million of the $500 million revolving credit
facility from July 2011 to July 2013, with the maturity of the
remainder remaining July 2011. Windstream also amended its senior
secured term loan facilities to extend their maturities. The
maturity of $168.9 million of the $283 million outstanding on term
loan A will be extended from July 2011 to July 2013. Term loan B,
which has a $1.368 billion balance outstanding, will have the
maturity of approximately $1.078 million extended from July 2013
to December 2015. The amendment and extensions resulted in
certain increased fees, including increased interest rates on
loans with extended maturities.
Principal financial covenants in the credit facilities require a
minimum interest coverage ratio of 2.75x and a maximum leverage
ratio of 4.5x. There are limitations on capital spending, and the
dividend is limited to the sum of excess free cash flow and net
cash equity issuance proceeds subject to pro forma leverage of
4.5x or less.
Windstream's liquidity on June 30, 2009 was strong, given its
$245 million in cash on the balance sheet, and approximately
$493 million available on its revolver (net of outstanding letters
of credit). Other than the portion of the revolver and term loan
A facility maturing in 2011, upcoming maturities are nominal
through 2012. Liquidity is also supported by free cash flow,
which Fitch estimates will be in the $250 million to $300 million
range for 2009. Capital spending, per the company's guidance, is
expected to range from $290 million to $320 million.
WINDSTREAM CORP: S&P Puts 'BB+' Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating and all other ratings on Little Rock, Arkansas-based
Windstream Corp. on CreditWatch with negative implications.
The CreditWatch listing follows the company's announcement that it
has signed a definitive agreement to acquire Greenville, S.C.-
based competitive local exchange carrier NuVox Inc. (B/Watch Pos/-
-) in a transaction valued at approximately $643 million
consisting of $183 million of stock, $280 million of cash, and the
assumption of $180 million of net debt. Windstream intends to
finance the acquisition with existing cash and capacity under the
$500 senior secured revolver. The acquisition will add about
90,000 business customers in 16 states in the Southeast and
Midwest. The transaction is subject to regulatory approvals and
is likely to close in the first half of 2010.
"Given Windstream's already heightened leverage of about 3.6x,"
said Standard & Poor's credit analyst Allyn Arden, "the addition
of NuVox creates an incrementally weaker overall business risk
profile that may no longer support the current 'BB+' corporate
credit rating." NuVox's business, which will represent about 15%
of Windstream's overall revenue base, is characterized by a high
degree of competition in the small and midsized business market,
most notably from the incumbent telephone companies, relatively
high churn, and significant pricing pressures, especially in the
current recessionary environment.
"Additionally," said Mr. Arden, "the transaction will weaken
Windstream's liquidity given the reduction in its revolver
availability and cash balance, which was about $245 million as of
June 30, 2009, especially in light of its aggressive financial
policy." Moreover, S&P remain concerned about potential
integration risk given Windstream's recently announced
acquisitions of Lexcom Inc. and D&E Communications Inc. (BB-/Watch
Pos/--), which could prove to be distractions for management.
Standard & Poor's will evaluate the operating trends for
Windstream and management's commitment to debt reduction in light
of these pending acquisitions. A ratings downgrade, if any, is
likely to be limited to one notch.
WORLDSPACE INC: Wants January 31 Extension for Plan Filing
----------------------------------------------------------
WorldSpace Inc. asks the Court to extend its exclusive period to
file a Chapter 11 plan until January 31. The Debtor's request for
a third extension is scheduled for hearing on December 2.
WorldSpace, according to Bill Rochelle at Bloomberg, said that an
extension is warranted since it is in talks with Liberty Satellite
Radio LLC. The Debtor said Liberty Satellite Radio LLC "has
indicated an interest in exploring a strategic transaction."
WorldSpace has a new $4.3 million financing from Liberty.
The Bankruptcy Court in March authorized a sale of the business
for $28 million in cash to Yenura Pte, a company controlled by
WorldSpace's Chief Executive Noah Samara. There were no other
bidders at the auction. The sale was terminated by the DIP
lenders following default by Yenura on certain amounts payable.
About Worldspace Inc.
WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa. 1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems. 1worldspace(TM) is a pioneer of
satellite-based digital radio services.
The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia. The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414). James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.
The U.S. Trustee for Region 3 appointed creditors to serve on an
official committee of unsecured creditors. Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf, represent the Committee as counsel. When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.
X-RITE INC: Delays Registration Statement on Shares for Resale
--------------------------------------------------------------
X-Rite Incorporated files Amendment No. 1 to Form S-3 Registration
Statement under the Securities Act of 1933 to delay its effective
date for an indefinite period.
Pursuant to the registration statement, X-Rite filed a prospectus
in connection with the resale, from time to time, by selling
shareholders of up to 58,150,640 shares of X-Rite common stock,
par value $0.10 per share, or the Shares. X-Rite will not receive
any proceeds from any sale by the selling shareholders of the
common stock covered by the prospectus and any prospectus
supplement. The selling shareholders will receive all proceeds
and will pay all underwriting discounts and commissions, if any,
applicable to the sale of the Shares.
A copy of Amendment No. 1 to Form S-3 Registration Statement is
available at no charge at http://ResearchArchives.com/t/s?483a
As of July 4, 2009, the Company had $494.5 million in total assets
and $40.9 million in total current liabilities and $256.4 million
in total long-term liabilities.
On April 3, 2008, the Company said it was not in compliance with
certain covenants under its secured credit facilities. As a
result of the defaults, borrowings on the Company's revolving line
of credit were frozen and default interest was charged on the
first lien loan. On August 20, 2008 the Company entered into
forbearance and amendment agreements with the first and second
lien lender groups, that provided for forbearance on the defaults
through the closing of the Company's recapitalization at which
time the lenders agreed to amend the credit facilities to provide
new financial covenants and interest rates, with the amendments
effective on the date of closing of the Corporate Recapitalization
Plan. As of July 4, 2009, the Company was in compliance with the
financial covenants contained in its first and second lien credit
agreements, as amended.
About X-Rite
Based in Grand Rapids, Michigan, X-Rite Incorporated (NASDAQ:XRIT)
-- http://www.xrite.com/-- is the global leader in color science
and technology. The Company, which now includes color industry
leader Pantone, Inc., develops, manufactures, markets and supports
innovative color solutions through measurement systems, software,
color standards and services. X-Rite's expertise in inspiring,
selecting, measuring, formulating, communicating and matching
color helps users get color right the first time and every time,
which translates to better quality and reduced costs. X-Rite
serves a range of industries, including printing, packaging,
photography, graphic design, video, automotive, paints, plastics,
textiles, dental and medical.
X-RITE INC: Tinicum Capital Discloses 14.8% Equity Stake
--------------------------------------------------------
Tinicum Capital Partners II, L.P. -- TCP II; Tinicum Capital
Partners II Parallel Fund, L.P. -- Parallel Fund; Tinicum Capital
Partners II Executive Fund L.L.C. -- Executive Fund; Tinicum
Lantern II L.L.C., the general partner of each of TCP II and the
Parallel Fund and the managing member of the Executive Fund --
Manager; Terence M. O'Toole, a managing member of the Manager; and
Eric M. Ruttenberg, a managing member of the Manager, disclose
holding an aggregate of 11,751,794 shares, which is 14.8% of the
class of securities of X-Rite Incorporated, through various funds.
Tinicum disclosed that on October 28, 2009, at a special meeting
of the Company's shareholders, the shareholders approved a
proposal necessary to permit the Investors to exercise the
Warrants. Following the receipt of the Shareholder Approval, TCP
II, the Parallel Fund and the Executive Fund may be deemed to
beneficially own an additional 1,468,100 Shares, 7,635 Shares and
4,392 Shares, respectively, issuable upon exercise of the
respective Tinicum Warrants. The Manager, and Messrs. O'Toole and
Ruttenberg each may be deemed to beneficially own an additional
1,480,127 Shares issuable upon exercise of the Tinicum Warrants by
the Funds. Each Fund may determine to exercise its respective
Tinicum Warrant, in whole or in part, at any time until August 18,
2019 in accordance with its terms. In addition, as a result of
the Shareholder Approval, the Funds will no longer be entitled to
receive the Participation Amount with respect to the Preferred
Stock.
As of July 4, 2009, the Company had $494.5 million in total assets
and $40.9 million in total current liabilities and $256.4 million
in total long-term liabilities.
On April 3, 2008, the Company said it was not in compliance with
certain covenants under its secured credit facilities. As a
result of the defaults, borrowings on the Company's revolving line
of credit were frozen and default interest was charged on the
first lien loan. On August 20, 2008 the Company entered into
forbearance and amendment agreements with the first and second
lien lender groups, that provided for forbearance on the defaults
through the closing of the Company's recapitalization at which
time the lenders agreed to amend the credit facilities to provide
new financial covenants and interest rates, with the amendments
effective on the date of closing of the Corporate Recapitalization
Plan. As of July 4, 2009, the Company was in compliance with the
financial covenants contained in its first and second lien credit
agreements, as amended.
About X-Rite
Based in Grand Rapids, Michigan, X-Rite Incorporated (NASDAQ:XRIT)
-- http://www.xrite.com/-- is the global leader in color science
and technology. The Company, which now includes color industry
leader Pantone, Inc., develops, manufactures, markets and supports
innovative color solutions through measurement systems, software,
color standards and services. X-Rite's expertise in inspiring,
selecting, measuring, formulating, communicating and matching
color helps users get color right the first time and every time,
which translates to better quality and reduced costs. X-Rite
serves a range of industries, including printing, packaging,
photography, graphic design, video, automotive, paints, plastics,
textiles, dental and medical.
X-RITE INC: One Equity Partners Discloses 40.29% Equity Stake
-------------------------------------------------------------
OEPX, LLC; One Equity Partners III, L.P.; OEP General Partner III,
L.P., and OEP Holding Corporation disclose having beneficial
ownership of 33,237,893 shares or roughly 40.29% of the common
stock of X-Rite Incorporated.
One Equity Partners, et al., disclose that on October 28, 2009,
shareholders of the Company approved a proposal necessary to
permit the Investors to exercise X-Rite Warrants. Following the
receipt of the Shareholder Approval, each of OEP, OEP III, OEP GP
III and OEP Holding may be deemed to beneficially own 33,237,893
shares of X-Rite Common Stock, representing roughly 40.29% of the
outstanding X-Rite Common Stock (based on 77,913,695 shares of X-
Rite Common Stock outstanding on October 22, 2009. This number
consists of (i) 28,571,429 shares of X-Rite Common Stock issued to
OEP, (ii) 3,155 shares of restricted X-Rite Common Stock and
options to purchase 7,098 shares of X-Rite Common Stock issued to
each of two officers of OEP Holding on October 28, 2008, (iii)
38,715 shares of restricted X-Rite Common Stock issued to each of
two officers of OEP Holding on May 20, 2009 and (iv) 4,568,528
shares issuable upon exercise of the OEP Warrant.
The officers of OEP Holding, Mr. David M. Cohen and Mr. Colin M.
Farmer, are two of the three individuals designated by OEP to
serve on the X-Rite Board. In connection with Mr. Cohen's and Mr.
Farmer's service on X-Rite's Board, each was granted (i) on
October 28, 2008, 3,155 shares of X-Rite Common Stock under the X-
Rite's 2008 Omnibus Long Term Incentive Plan, (ii) on October 28,
2008, options to purchase 7,098 shares of X-Rite Common Stock and
(ii) on May 20, 2009, 38,715 shares of X-Rite Common Stock under
X-Rite's 2008 Omnibus Long Term Incentive Plan.
Each of Mr. Cohen and Mr. Farmer holds these shares of restricted
X-Rite Common Stock and stock options for the benefit of OEP III.
In addition, in connection with Mr. Cohen's and Mr. Farmer's
service to the Board, each was granted (i) on April 15, 2009,
options to purchase 81,566 shares of X-Rite Common Stock and (ii)
on May 20, 2009, options to purchase 87,109 shares of X-Rite
Common Stock. None of the options vest within 60 days of
October 30, 2009.
As of July 4, 2009, the Company had $494.5 million in total assets
and $40.9 million in total current liabilities and $256.4 million
in total long-term liabilities.
On April 3, 2008, the Company said it was not in compliance with
certain covenants under its secured credit facilities. As a
result of the defaults, borrowings on the Company's revolving line
of credit were frozen and default interest was charged on the
first lien loan. On August 20, 2008 the Company entered into
forbearance and amendment agreements with the first and second
lien lender groups, that provided for forbearance on the defaults
through the closing of the Company's recapitalization at which
time the lenders agreed to amend the credit facilities to provide
new financial covenants and interest rates, with the amendments
effective on the date of closing of the Corporate Recapitalization
Plan. As of July 4, 2009, the Company was in compliance with the
financial covenants contained in its first and second lien credit
agreements, as amended.
About X-Rite
Based in Grand Rapids, Michigan, X-Rite Incorporated (NASDAQ:XRIT)
-- http://www.xrite.com/-- is the global leader in color science
and technology. The Company, which now includes color industry
leader Pantone, Inc., develops, manufactures, markets and supports
innovative color solutions through measurement systems, software,
color standards and services. X-Rite's expertise in inspiring,
selecting, measuring, formulating, communicating and matching
color helps users get color right the first time and every time,
which translates to better quality and reduced costs. X-Rite
serves a range of industries, including printing, packaging,
photography, graphic design, video, automotive, paints, plastics,
textiles, dental and medical.
X-RITE INC: Sagard Capital Discloses 16.7% Equity Stake
-------------------------------------------------------
Sagard Capital Partners, L.P.; Sagard Capital Partners GP, Inc.;
and Sagard Capital Partners Management Corporation disclose
holding 13,258,889 shares or roughly 16.7% of the common stock of
X-Rite Incorporated.
On October 28, 2009, at a special meeting of X-Rite's
shareholders, the shareholders approved the issuance of the Sagard
Warrant Shares upon exercise of the Sagard Warrant. As a result
of obtaining the Shareholder Approval, the Sagard Warrant is now
fully exercisable at Sagard's option at any time for 1,451,345.20
Shares at an initial exercise price of $0.01 per share (subject to
anti-dilution adjustments). In addition, as a result of the
Shareholder Approval, Sagard will no longer be entitled to receive
the Participation Amount with respect to the Series A Preferred
Stock.
As of July 4, 2009, the Company had $494.5 million in total assets
and $40.9 million in total current liabilities and $256.4 million
in total long-term liabilities.
On April 3, 2008, the Company said it was not in compliance with
certain covenants under its secured credit facilities. As a
result of the defaults, borrowings on the Company's revolving line
of credit were frozen and default interest was charged on the
first lien loan. On August 20, 2008 the Company entered into
forbearance and amendment agreements with the first and second
lien lender groups, that provided for forbearance on the defaults
through the closing of the Company's recapitalization at which
time the lenders agreed to amend the credit facilities to provide
new financial covenants and interest rates, with the amendments
effective on the date of closing of the Corporate Recapitalization
Plan. As of July 4, 2009, the Company was in compliance with the
financial covenants contained in its first and second lien credit
agreements, as amended.
About X-Rite
Based in Grand Rapids, Michigan, X-Rite Incorporated (NASDAQ:XRIT)
-- http://www.xrite.com/-- is the global leader in color science
and technology. The Company, which now includes color industry
leader Pantone, Inc., develops, manufactures, markets and supports
innovative color solutions through measurement systems, software,
color standards and services. X-Rite's expertise in inspiring,
selecting, measuring, formulating, communicating and matching
color helps users get color right the first time and every time,
which translates to better quality and reduced costs. X-Rite
serves a range of industries, including printing, packaging,
photography, graphic design, video, automotive, paints, plastics,
textiles, dental and medical.
XIOM CORP: Cancels Registration of 2,375,000 Common Shares
----------------------------------------------------------
XIOM Corp. previously registered 2,375,000 shares of its common
stock, $0.0001 par value per share, available for grant of awards
under the Company's 2008 Employee and Consultant Stock Plan. The
registration of such shares of Common Stock was filed on a Form
S-8 registration Statement filed with the Securities and Exchange
Commission on November 10, 2008 (File Number: 333-155253), in
accordance with the Securities Act of 1933, as amended.
On June 1, 2009, the Company filed Post-effective Amendment No. 1
to the initial Registration Statement on Form S-8 to register an
additional 1,000,000 shares of Common Stock available for grant
pursuant to the Plan Amendment.
All shares of Common Stock covered by the Company's Amended 2008
Employee and Consultant Stock Plan have been issued.
On October 30, 2009, the Company terminated the Registration
Statement on Form S-8, as amended.
Xiom Corp.'s balance sheet at June 30, 2009, showed total assets
of $1,961,561 and total liabilities of $2,874,092, resulting in a
stockholders' deficit of $912,531.
The Company said that there is substantial doubt about its ability
to continue as a going concern. The Company stated that it has a
stockholders' deficit as of June 30, 2009, and incurred a net loss
for the three and nine months then ended. However, the Company
has seen steady sales orders for the patented industrial thermal
spray technology and related powder formulas. Furthermore, the
Company plans to continue raising capital through a series of
private placement transactions during the next 12 months. It also
plans to continue to expand sales by significantly increasing
domestic marketing efforts, including pursuing major contracts
through its network of strategic alliance relationships. As a
result of these factors, management believes it will have
sufficient resources to meet the Company's cash flow requirements
for at least twelve months.
Headquartered in West Babylon, New York, Xiom Corp. (OTC BB: XMCP)
-- http://xiom-corp.com/-- manufactures industrial based thermal
spray coating systems in the United States. It offers XIOM 1000
Thermal Spray system, which is used to apply plastic powder
coatings on steel, aluminum, and non-ferrous substrates, as well
as on wood, plastic, masonry, and fiberglass. The company also
offers plastic powders designed specifically for thermal spraying.
XIOM Corp. sells its spray systems directly to commercial
customers and coating contractors. The company has introduced a
new high production rate spray gun, the XIOM 5000, which sprays up
to five times as fast as the current Xiom 1000 gun and has many
benefits over the present technology.
ZEUS INVESTMENTS: Sec. 341 Meeting Set for December 16
------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of Zeus
Investments, LLC's creditors on December 16, 2009, at 1:00 p.m.,
at 1-Asheville 341 Meeting Room.
This is the first meeting of creditors required under Section
341(a) of the U.S. 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.
Asheville, North Carolina-based Zeus Investments, LLC, filed or
Chapter 11 bankruptcy protection on October 26, 2009 (Bankr. W.D.
N.C. Case No. 09-11183). The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.
ZEUS INVESTMENTS: Hires Johnson Law Firm as Special Counsel
-----------------------------------------------------------
Zeus Investments, LLC, has asked for permission of the U.S.
Bankruptcy Court for the Western District of North Carolina to
employ Gene B. Johnson and Johnson Law Firm, P.A., as special
counsel.
Johnson will, among other things:
-- review and analyze lien claims and real estate issues;
-- assist with environmental issues, county and city
permitting and bonds, and real estate closings; and
-- review, analyze and/or prepare contracts.
The Debtor is asking that compensation of Johnson for its services
shall be treated as a cost of administration claim. The court
documents the Debtor filed didn't disclose the hourly rates of
Johnson.
Mr. Johnson, an attorney with Johnson Law, assures the Court that
Johnson Law doesn't have interests adverse to the interest of the
Debtors' estates or of any class of creditors and equity security
holders. Mr. Johnson maintains that Johnson Law is a
disinterested person as the term is defined under Section 101(14)
of the Bankruptcy Code.
Asheville, North Carolina-based Zeus Investments, LLC, filed or
Chapter 11 bankruptcy protection on October 26, 2009 (Bankr. W.D.
N.C. Case No. 09-11183). The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.
ZEUS INVESTMENTS: Taps Nexsen Pruet as Bankruptcy Counsel
---------------------------------------------------------
Zeus Investments, LLC, has sought the permission of the U.S.
Bankruptcy Court for the Western District of North Carolina to
hire Christine L. Myatt and Nexsen Pruet, PLLC, as bankruptcy
counsel.
Nexsen Pruet will, among other things:
-- assist in the investigation and examination of contracts,
loans, leases, financing statements, and other related
documents;
-- assist the Debtor in proposing a plan of reorganization;
and
-- facilitate consummation of the Debtor's confirmed
reorganization plan.
The Debtor is asking that compensation of Nexsen Pruet for its
services shall be treated as a cost of administration claim. The
court documents the Debtor filed didn't disclose the hourly rates
of Nexsen Pruet.
Christine L. Myatt, an attorney at Nexsen Pruet, assures the Court
that Nexsen Pruet doesn't have interests adverse to the interest
of the Debtors' estates or of any class of creditors and equity
security holders. Ms. Myatt maintains that Nexsen Pruet is a
disinterested person as the term is defined under Section 101(14)
of the Bankruptcy Code.
Asheville, North Carolina-based Zeus Investments, LLC, filed or
Chapter 11 bankruptcy protection on October 26, 2009 (Bankr. W.D.
N.C. Case No. 09-11183). The Company listed $10,000,001 to
$50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.
* Credit Solutions Represents Consumers at FTC
----------------------------------------------
Credit Solutions will speak at a Federal Trade Commission public
forum in Washington, D.C. on behalf of the hundreds of thousands
of U.S. consumers who've achieved debt freedom through debt
settlement -- and in support of effective state regulation of the
U.S. settlement industry.
The FTC forum is exploring proposed amendments to the federal
Telemarketing Sales Rule, which aims to address nationwide
consumer protection regarding debt-relief services. A recent
survey conducted by the United States Organizations for Bankruptcy
Alternatives, a debt settlement trade Association found that a
straight out ban on pay as you go fees as proposed by the FTC will
likely force 84% of respondents to shut down their debt settlement
services, by forcing debt settlement companies to shoulder
substantial out-of-pocket costs, potentially for years, possibly
without reimbursement.
"Credit Solutions is grateful for the opportunity to provide an
active voice for over 100,000 of our clients and hundreds of
thousands of Americans currently overwhelmed with debt," said
Credit Solutions CEO Doug Van Arsdale. "Credit Solutions strongly
supports the respected, 118-year-old Uniform Law Commission and
the Uniform Debt Management Services Act. We believe that the FTC
should follow the path of several states and, rather than banning
all fees before settlement of debt, apply some restrictions."
Crafted after an extensive, multi-year study, the UDMSA provides
expansive, comprehensive regulation of all existing debt
counseling and management services options via Registration,
Agreements and Enforcement Provisions which has met the approval
of industry state regulators, associations and consumer groups;
has been adopted in more than a half dozen states; and is pending
introduction or enactment in more than a dozen additional states.
"State legislatures and the ULC have determined that debt
settlement providers can serve consumers effectively when properly
regulated, and, in a legitimate exercise of their police power,
have determined to regulate them in a certain way to protect their
own citizens," Van Arsdale said.
Over the past two years, Credit Solutions has played a leading
role as an advocate for regulation by supporting strong, uniform
state laws that protect consumers and hold companies accountable,
and by testifying in favor of state legislation that requires:
-- licensing & bonding of all U.S. settlement companies to
protect consumers' fiscal safety
-- adequate disclosure of debt settlement programs' risks to
consumers' credit scores
-- operational transparency, including independently audited
financials
"We support the UDMSA and concur that for-profit and not-for-
profit debt resolution activities must be regulated equally in
order to create regulated consumer options," said Heather
Carmichael, Credit Solutions' VP of Legislative Affairs.
Credit Solutions submitted more than 40 pages of data and written
testimony for FTC consideration. Heather Carmichael, Credit
Solutions' VP of Legislative Affairs commented on the submission,
"Hopefully this will foster a greater understanding about the
contribution debt settlement plays in the lives of financially
strapped consumers."
Some examples of submitted testimony included:
"Without [CSA's] help in negotiating with companies and paying off
my debt at a reduced percentage of overall debt owed, I don't know
where I would have ended up. . . . "
"Our financial situation was wreaking havoc on our young family
and it was completely out of our control. . . . Credit Solutions
gave us a life line and has been helping us settle our debt by
allowing us to save our money in our bank and paying our creditors
directly from our bank. We have control of our money and finally
feel like we are making progress to be financially stable once
again. . . ."
"I'm very thankful for Credit Solutions. They offered me a viable
solution that has changed my financial outlook forever. . . . I
thank Credit Solutions for helping me out. They lived up to their
end of the bargain and I lived up to my end."
About Credit Solutions
The nation's debt settlement industry leader, Credit Solutions --
http://www.creditsolutions.com.-- is recognized by the American
Business Awards for the "Best Customer Services Department in
Financial Services". A charter policy partner of the United
States Organization for Bankruptcy Alternatives (USOBA), Credit
Solutions is certified by BSI Management Systems for USOBA best-
practice compliance.
* High Court Examines Bankruptcy Exemption Valuations
-----------------------------------------------------
Law360 reports that the U.S. Supreme Court heard oral arguments
Monday on whether a bankrupt debtor can hold on to property
claimed as exempt that may be worth more than originally estimated
and, if so, whether a trustee is then required to object to the
properly claimed exemption to dispute the value of the exempted
assets.
* October Has Most Daily Bankruptcy Filings Since 2005
------------------------------------------------------
According to Bill Rochelle at Bloomberg News, more Americans filed
bankruptcy petitions in October on a daily basis than in any month
since Congress tightened bankruptcy law in October 2005. For the
first 10 months of the year, there have been 1.2 million
bankruptcies, already more than last year's total of 1.1 million.
The almost 131,200 filings in October represented a 25 percent
increase over the same month in 2008, Mr. ROchelle said, citing
data compiled from court records by Automated Access to Court
Electronic Records.
* PBGC Expands Deal with UK Pensions Regulator & Protection Fund
----------------------------------------------------------------
The Pension Benefit Guaranty Corp. on November 4, 2009, announced
an agreement with the United Kingdom's The Pensions Regulator and
the Pension Protection Fund that provides a framework for
information sharing that will help the agencies protect retirement
benefits earned by workers and retirees on both sides of the
Atlantic.
"In today's global business world, pension regulators often face
common issues that cut across national boundaries," said Vince
Snowbarger, acting director of the PBGC. "This agreement gives
the PBGC and our UK counterparts a framework for appropriate
sharing of information and cooperation in carrying out our
missions."
Under a Memorandum of Understanding, signed Wednesday, the three
agencies will share any unrestricted information that advances the
security of defined benefit plans sponsored by private sector
companies. Confidential financial information from those
companies will not be shared.
David Norgrove, chair of The Pensions Regulator, said "We have
worked with the PBGC since the Pensions Regulator began in 2005.
This MOU formalizes the position and, through exchange of thinking
and best practice, will help us in our efforts to protect members'
benefits."
The agreement is a reflection of the mutual interests of the three
agencies and the global reach of corporate entities that sponsor
pension plans.
"This agreement sends a clear signal that there is a high level of
co-operation between the various national institutions charged
with protecting retirement incomes in an era when many sponsoring
employers have a global presence," added Lawrence Churchill, chair
of the Pension Protection Fund.
While the agreement facilitates broad access to data,
intelligence, and other records, it is not legally binding.
Additionally, the agencies are not compelled to lend assistance to
each other, especially if legal proceedings are underway, and such
assistance would be contrary to the interests of either country.
The agreement can be canceled at any time by any party.
The Pensions Regulator oversees private sector defined benefit
plans in the UK and is charged with protecting the retirement
benefits of plan members. The Regulator is also charged with
reducing the risk of claims for compensation from the Pension
Protection Fund (PPF). The PPF was created to pay compensation to
members of eligible defined benefit pension plans when the plan's
sponsor was unable to pay benefits.
The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.
* Related Cos.' Ross, Partners Seek $1-Bil. to Acquire Failed Bank
------------------------------------------------------------------
Related Cos. founder Stephen Ross and partners Jeff Blau and Bruce
Beal Jr. are trying to raise about $1 billion for their new bank
that may acquire a seized U.S. lender, Bloomberg News reported,
citing people familiar with the plan. According to the people,
SJB National Bank, owned by the executives, is working with
advisers including Deutsche Bank AG to raise capital in a private
placement.
SJB won approval to bid on failing institutions from the FDIC,
according to an Oct. 26 letter from the regulator obtained by
Bloomberg News. The executives at New York-based Related received
preliminary approval as individuals to establish SJB earlier this
year, according to a notice on the U.S. Office of the Comptroller
of the Currency's Web site.
Related, the closely held developer of New York's Time Warner
Center, won't have any stake, Bloomberg's Jonathan Keehner and
Jason Kelly reported.
"That would be a nice war chest for them to have," said Chip
MacDonald, a partner with Jones Day in Atlanta who specializes in
deals among lenders. "With the approval from the FDIC they could
make some really meaningful acquisitions."
* AmStar Has Course on Surge in Homeowner Bankruptcies
------------------------------------------------------
Steep declines in demand and productivity are having unprecedented
impact on the legal markets, which have not experienced economic
downturn since 1991. Even then, the impact across practice areas
was never as broad or severe. Today, the demand for legal
services has declined in most areas including corporate fields and
general litigation. However, demand growth in bankruptcy practice
is showing countercyclical increase as the recession continues.
AmStar Litigation Support, a leading national provider of
continuing legal education, is responding to these key market
indicators by presenting a new CLE: "Bankruptcy Techniques:
Foreclosure Defense Strategies" designed for attorneys to gain
exposure to this expanding area of law. The live course is
scheduled to take place Tuesday, December 8th, 2009 from 8:00am to
5:00pm at the Sheraton Suites Cypress Creek in Fort Lauderdale,
Florida.
According to a Hildebrandt Peer Monitor survey, a digital
benchmarking platform that creates financial metrics for law
firms, attorneys will have to adjust to a new economic reality as
the recession persists. They project that the legal market will
experience flat overall demand with a very modest revenue growth
in the 3 percent range, with some firms experiencing flat or
declining growth. The report indicates the significant value that
bankruptcy work will bring to law firms as the economic crisis
continues to deepen.
About the Course
AmStar CLE: "Bankruptcy Techniques: Foreclosure Defense
Strategies," offers attorneys the leading edge by providing the
most recent technologies in bankruptcy practice that are used in
foreclosure defense cases today:
-- Securitization-why it matters
-- Lack of Standing as a viable defense in Bankruptcy
-- Curing Mortgage Defaults and Resuming Payments
-- Loan Modifications on First Mortgages: Prohibited or
Possible with HAMP
-- Lien Stripping Second Mortgages
-- Cramming Down Investment Properties (Marking to market)
-- Putting the Servicer under a Microscope: All Proofs of
Claim are not created Equal
-- Plan Confirmation is Not the End! Ensuring the Mortgage
Servicers Compliance with Plan Provisions
-- Tips, Tricks and Current Case law in the 11th Circuit
-- Ethics
The course has been approved by the Florida Bar for 8 CLE credits.
Participants will be invited to attend a same-day luncheon on "How
to build a successful bankruptcy practice." An audio version of
the CLE will be available nationally in January 2010.
To register or for more information about attending a seminar,
visit:
http://www.amstarlitigation.com/event/details/id:427,
877-550-5878,
info@amstarlit.com.
About AmStar
AmStar is a leading provider of continuing legal education and
legal process outsourcing (LPO) for small and mid-size law firms.
Our turnkey solutions help firms maximize performance by giving
attorneys access to scalable and cost-effective services. These
services include a team of certified paralegals, electronic case
management, and on-demand legal research.
* Libra Securities Professaionals Join Houlihan Lokey
-----------------------------------------------------
Houlihan Lokey has significantly enhanced its ability to provide
debt financing solutions for its clients with the addition of all
of the Libra Securities professionals. Founded and headed by Jess
Ravich, Libra has been providing innovative financing solutions to
clients for more than 18 years with a focus on raising capital for
the gaming industry, with such notable clients as Bally's Park
Place, Boyd Gaming and Horseshoe Gaming.
Mr. Ravich, who joins Houlihan Lokey as a managing director and
head of Debt Capital Markets, brings a unique combination of
capital markets experience coupled with the entrepreneurial
experience of building a successful investment bank.
Commenting on these hires, Jeff Werbalowsky, Co-CEO of Houlihan
Lokey, said, "We are excited to have Jess and the Libra team on
board. Our middle market clients need capital in this recovering
economy. With the skills and experience Jess brings to our firm
and our busy financing team, we are looking forward to making a
lot of those clients very happy through creative sale or financing
solutions."
Mr. Ravich said, "Houlihan Lokey is known as a premier advisor of
clients in all areas of corporate finance. Their industry-driven,
senior-focused approach to investment banking strongly aligns with
our own, and we believe that their client base will benefit from
our full range of financing expertise. We look forward to merging
our teams as we continue to serve existing and new clients."
Mr. Ravich was founder, president and CEO of Libra Securities with
supervision over sales, trading and capital markets and corporate
finance transactions. P rior to that, he was executive vice
president of the fixed income department at Jefferies & Company.
Prior to Jefferies, Mr. Ravich was at Drexel Burnham Lambert where
he was a member of the Executive Committee of the high yield group
and shared responsibility for running high yield trading from 1988
until Drexel closed in 1990. Mr. Ravich is a graduate of the
Wharton School at the University of Pennsylvania, summa cum laude,
and Harvard Law School, magna cum laude, as well as editor of The
Harvard Law Review.
About Houlihan Lokey
Houlihan Lokey, an international investment bank, provides a wide
range of advisory services in the areas of mergers and
acquisitions, financing, financial restructuring, and valuation.
The firm was ranked the No. 1 M&A advisor for U.S. transactions
under $2 billion in 2008 and the No. 1 U.S. fairness opinion
advisor over the past 10 years by Thomson Reuters. In addition,
the firm advised on more than 500 restructuring transactions
valued in excess of $1.25 trillion over the past 10 years.
Notable engagements cover numerous sectors and virtually all of
the largest U.S. corporate bankruptcies, including Lehman
Brothers, General Motors, WorldCom and Enron. The firm has more
than 800 employees in 14 offices in the United States, Europe and
Asia. Each year we serve more than 1,000 clients ranging from
closely held companies to Global 500 corporations.
* Levene Neale Bender Rankin & Brill to Absorb Robinson Diamant
---------------------------------------------------------------
Levene, Neale, Bender, Rankin & Brill L.L.P. will merge with
Robinson, Diamant & Wolkowitz (RDW), a Century City bankruptcy
boutique founded in 1962.
The resulting firm will continue to be known as Levene, Neale,
Bender, Rankin & Brill (http://www.lnbrb.com)and be led by its
current co-managing partners David L. Neale and Ron Bender. The
combining of the firms is effective January 1, 2010.
"The addition of attorneys from RDW expands our practice to
include trustee matters in both Chapter 7 and 11 bankruptcies, and
also brings us seasoned and experienced litigators who will
complement our existing staff," said Mr. Neale.
"RDW's lawyers have earned a reputation for being knowledgeable
and versatile, and are extremely capable of representing
creditors, debtors, equity committees, investors, asset acquirers,
assignees, trustees and receivers in state and federal court
matters," Mr. Neale said.
LNBRB, which was founded in 1995 and has forged a strong
reputation for expeditiously and creatively resolving complex
bankruptcy-related issues for a diversity of clients, will add six
RDW lawyers to its roster as partners. They are Edward Wolkowitz,
Lawrence Diamant, Philip Gasteier, Irving Gross, Timothy Yoo and
Todd Frealy.
RDW has represented debtors, creditors, trustees and others in
commercial bankruptcy, creditors' rights disputes and commercial
litigation proceedings since its founding 47 years ago. Its
clients have included Safeway, Hal Roach Studios, Boston Stores,
Chicago Title Co., Numero Uno Pizza, Qintex Entertainment,
Guardian Real Estate Fund and the Port Authority of New York and
New Jersey.
"We're delighted we are able to grow our firm through the addition
of such outstanding attorneys with such impeccable credentials,"
said Ron Bender.
Neale said that in addition to its Century City offices, it will
open a new downtown Los Angeles office early next year when the
RDW attorneys join LNBRB.
LNBRB has been consistently ranked among the busiest bankruptcy
firms in the U.S. according to an ongoing series of surveys
compiled by The Deal, a leading financial publication, which
places it among the 40 most active firms in terms of caseload. It
is also recognized nationally for its speed and acumen in
resolving complex issues for companies facing severe financial
challenges.
* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
In Re DTJ Properties, LLC
Bankr. N.D. Ga. Case No. 09-88198
Chapter 11 Petition filed October 26, 2009
Filed as Pro Se
In Re Michael and Ivelynn Fuselier
Bankr. W.D. La. Case No. 09-20995
Chapter 11 Petition filed October 26, 2009
See http://bankrupt.com/misc/lawb09-20995.pdf
In Re MODEL HEALTH CARE INC.
Bankr. D. Minn. Case No. 09-47193
Chapter 11 Petition filed October 26, 2009
See http://bankrupt.com/misc/mnb09-47193.pdf
In Re R & R HEALTH MANAGEMENT INC.
Bankr. D. Minn. Case No. 09-47194
Chapter 11 Petition filed October 26, 2009
See http://bankrupt.com/misc/mnb09-47194.pdf
In Re Timothy Paul Crawford
Nicola Sams Crawford
Bankr. W.D. N.C. Case No. 09-32975
Chapter 11 Petition filed October 26, 2009
See http://bankrupt.com/misc/ncwb09-32975.pdf
In Re THE RRT GROUP, INC.
Bankr. E.D.N.Y. Case No. 09-78081
Chapter 11 Petition filed October 26, 2009
See http://bankrupt.com/misc/nyeb09-78081.pdf
In Re RCI Jewelry Corp.
Bankr. E.D.N.Y. Case No. 09-78111
Chapter 11 Petition filed October 26, 2009
See http://bankrupt.com/misc/nyeb09-78111.pdf
In Re ROBERT J. TARANTO
DAWN S. TARANTO
Bankr. D. Ariz. Case No. 09-27334
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/azb09-27334.pdf
In Re Thomas Patrick Kelly dba Diamond & Jewelry Exchange
Lee Ann Kelly dba Diamond & Jewelry Exchange
Bankr. C.D. Calif. Case No. 09-35741
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/cacb09-35741.pdf
In Re Michael James Jesse
aka Mike Jesse
Kathryn Dianne Jesse
aka Kathi Jesse
Bankr. C.D. Calif. Case No. 09-21664
Chapter 11 Petition filed October 27, 2009
Filed as Pro Se
In Re William R. Ryan
Bankr. C.D. Calif. Case No. 09-14510
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/cacb09-14510.pdf
In Re Michael R. Nourie
Bankr. N.D. Calif. Case No. 09-33331
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/canb09-33331.pdf
In Re Douglas County Seamless Gutter Co, Inc.
dba dcs Gutters & Roofing
Bankr. D. Colo. Case No. 09-32891
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/cob09-32891.pdf
In Re Onyx on the Bay Condominium Association, Inc.
Bankr. S.D. Fla. Case No. 09-33331
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/flsb09-33331.pdf
In Re LA. Premiere Grill, LLC
Bankr. W.D. La. Case No. 09-51572
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/lawb09-51572.pdf
In Re Julius McClenton
Bankr. N.D. Miss. Case No. 09-15598
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/msnb09-15598.pdf
In Re PR Info Management, LLC
Bankr. D. N.J. Case No. 09-38712
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/njb09-38712.pdf
In Re Robert M. Dean, M.D., P.C.
Bankr. S.D.N.Y. Case No. 09-78163
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/nysb09-78163.pdf
In Re R & R Roosters, Inc.
Bankr. N.D. Ohio Case No. 09-20154
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/ohnb09-20154.pdf
In Re N. John Cunzolo Associates, Inc.
Bankr. W.D. Pa. Case No. 09-27903
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/pawb09-27903.pdf
In Re GERARDO MALDONADO RODRIGUEZ
dba CAR AND TRUCK BOUTIQUE
dba AUTO EXTRAS DE PONCE
Bankr. D. P.R. Case No. 09-09059
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/prb09-09059.pdf
In Re DOMINIC A. DECESARE
Bankr. M.D. Tenn. Case No. 09-12320
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/tnmb09-12320.pdf
In Re NASHVILLE REALTY & DEVELOPMENT, LLC
Bankr. M.D. Tenn. Case No. 09-12323
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/tnmb09-12323.pdf
In Re Landers Development, LP
Bankr. N.D. Tex. Case No. 09-37204
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/txnb09-37204.pdf
In Re Power Pursuit, LLC
ta Gold's Gym
Bankr. E.D. Va. Case No. 09-18870
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/vaeb09-18870.pdf
In Re D. J. Foods, Inc.
dba Wendy's
dba Wendy's Old Fashioned Hamburgers
Bankr. E.D. Va. Case No. 09-36990
Chapter 11 Petition filed October 27, 2009
See http://bankrupt.com/misc/vaeb09-36990.pdf
In Re Tammy Lynn Barna
Bankr. M.D. Fla. Case No. 09-24513
Chapter 11 Petition filed October 28, 2009
See http://bankrupt.com/misc/flmb09-24513.pdf
In Re G.A.B. Pancake, Inc.
dba Emmy's Family Dining
Bankr. N.D. Ill. Case No. 09-40630
Chapter 11 Petition filed October 28, 2009
See http://bankrupt.com/misc/ilnb09-40630.pdf
In Re Springfield Investment Co., LLC
Bankr. E.D. Mich. Case No. 09-35767
Chapter 11 Petition filed October 28, 2009
See http://bankrupt.com/misc/mieb09-35767.pdf
In Re Christian Faith Center of Lumberton
Bankr. E.D.N.C. Case No. 09-09377
Chapter 11 Petition filed October 28, 2009
See http://bankrupt.com/misc/nceb09-09377.pdf
In Re Dixon Corporation
Bankr. D. N.M. Case No. 09-14915
Chapter 11 Petition filed October 28, 2009
See http://bankrupt.com/misc/nmb09-14915.pdf
In Re NIJO Properties, Inc.
Bankr. E.D. N.Y. Case No. 09-78175
Chapter 11 Petition filed October 28, 2009
See http://bankrupt.com/misc/nyeb09-78175.pdf
In Re Roxane Dipanni
Bankr. D. R.I. Case No. 09-14225
Chapter 11 Petition filed October 28, 2009
See http://bankrupt.com/misc/rib09-14225.pdf
In Re Restoration Pros, Inc.
Bankr. S.D. Tex. Case No. 09-38095
Chapter 11 Petition filed October 28, 2009
See http://bankrupt.com/misc/txsb09-38095.pdf
In Re Restoration Pros Two, Inc.
Bankr. S.D. Tex. Case No. 09-38096
Chapter 11 Petition filed October 28, 2009
See http://bankrupt.com/misc/txsb09-38096.pdf
In Re New Haven Financial
Bankr. C.D. Calif. Case No. 09-24348
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/cacb09-24348.pdf
In Re James D. Kilgore
aka Jim Kilgore
aka James Dwight Kilgore
fdba Pride Transportation
Norma Jean Kilgore
Bankr. E.D. Calif. Case No. 09-60469
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/caeb09-60469.pdf
In Re Son Le
Bankr. N.D. Calif. Case No. 09-59319
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/canb09-59319.pdf
In Re A&J Foods 204, LLC
aka Mr. Gatti's 204
Bankr. W.D. Ky. Case No. 09-35525
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/kywb09-35525.pdf
In Re Italian Connection, Inc.
fdba Wise Guys Pizza Inc.
Bankr. W.D. N.C. Case No. 09-51579
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/ncwb09-51579.pdf
In Re David John Houston
Carol Besso Houston
Bankr. Nev. Case No. 09-30574
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/nvb09-30574.pdf
In Re Yehia Awada
aka Joe Awada
aka Yaya Awada
dba Gaming Entertainment, Inc.
dba Tyche Entertainment, Llc
Lamia Linda Awada
aka Lamia Linda Rahall
Bankr. Nev. Case No. 09-30585
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/nvb09-30585.pdf
In Re 2662-8 Forest Avenue Corp.
Bankr. S.D. N.Y. Case No. 09-16468
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/nysb09-16468.pdf
In Re Girlies Ambulette Service Inc
Bankr. E.D. N.Y. Case No. 09-49506
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/nyeb09-49506.pdf
Filed as Pro Se
In Re Helder Cabral
Ana P. Cabral
Bankr. Mass. Case No. 09-20442
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/mab09-20442.pdf
In Re Ralph L. Morris
Eva L. Morris
Bankr. N.D. Ala. Case No. 09-84424
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/alnb09-84424.pdf
In Re L.A. Excavating, L.L.C.
Bankr. M.D. Ala. Case No. 09-12236
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/almb09-12236.pdf
In Re K & S Transportation, LLC
Bankr. N.D. Ala. Case No. 09-43223
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/alnb09-43223.pdf
In Re Gila Resource Management, L.L.C.
Bankr. Ariz. Case No. 09-27729
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/azb09-27729.pdf
In Re US Enterprises Two LLC
Bankr. S.D. Ohio Case No. 09-62636
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/ohsb09-62636.pdf
In Re Mark S. Saber
Cynthia G. Saber
Bankr. W.D. Pa. Case No. 09-27985
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/pawb09-27985.pdf
In Re Robert Lee Keifer
Bankr. Minn. Case No. 09-37619
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/mnb09-37619.pdf
In Re Jeong G. Kim
dba Gyu Enterprises
Gwang H. Choid
dba Gyu Enterprises
Bankr. M.D. Tenn. Case No. 09-12486
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/tnmb09-12486.pdf
In Re Joe Mack Gober
Bankr. E.D. Texas Case No. 09-43415
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/txeb09-43415.pdf
In Re Royal Bengal Inc.
Bankr. N.D. Texas Case No. 09-37271
Chapter 11 Petition filed October 29, 2009
See http://bankrupt.com/misc/txnb09-37271.pdf
In Re Canco Construction NC, Inc.
Bankr. M.D. N.C. Case No. 09-81934
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/ncmb09-81934.pdf
In Re Prescot Development, LLC
Bankr. W.D. N.C. Case No. 09-33036
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/ncwb09-33036.pdf
In Re TKD Industries, Inc.
Bankr. E.D. N.Y. Case No. 09-78361
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/nyeb09-78361.pdf
In Re 2001 Trinity Fund, LLC
Bankr. W.D. Okla. Case No. 09-16236
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/okwb09-16236.pdf
In Re Mary Rem
Bankr. S.D. N.Y. Case No. 09-16532
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/nysb09-16532.pdf
Filed as Pro Se
In Re Joseph V. McCarren, III
aka Joseph V. McCarren
Valerie J. McCarren
Bankr. W.D. Pa. Case No. 09-28030
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/pawb09-28030.pdf
In Re MC Refrigeration A/C Services Inc.
Bankr. Puerto Rico. Case No. 09-09314
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/prb09-09314.pdf
In Re Barry L. Reifman
Joanne Reifman
Bankr. Ariz. Case No. 09-27872
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/azb09-27872.pdf
In Re UsAerosols, LLC
c/o Steven B. Towbin, Shaw Gussis et al
Bankr. N.D. Ill. Case No. 09-41038
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/ilnb09-41038.pdf
In Re BD Grill, LLC
Bankr. Utah Case No. 09-32057
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/utb09-32057.pdf
In Re Commonwealth Cancer Institute, LLC
Bankr. E.D. Va. Case No. 09-37113
Chapter 11 Petition filed October 30, 2009
See http://bankrupt.com/misc/vaeb09-37113.pdf
In Re Christine C. Peaks
aka Christine Peaks
Bankr. N.D. Ohio Case No. 09-20387
Chapter 11 Petition filed October 31, 2009
See http://bankrupt.com/misc/ohnb09-20387.pdf
In Re Raco Leasing & Sales Ltd. Co.
Bankr. N.M. Case No. 09-15020
Chapter 11 Petition filed November 1, 2009
See http://bankrupt.com/misc/nmb09-15020.pdf
In Re Linda D. Wanna
Bankr. Ariz. Case No. 09-28005
Chapter 11 Petition filed November 1, 2009
See http://bankrupt.com/misc/azb09-28005.pdf
In Re Robert M. Smith, MD, LLC
Bankr. Conn. Case No. 09-23198
Chapter 11 Petition filed November 1, 2009
See http://bankrupt.com/misc/ctb09-23198.pdf
In Re Robert M. Smith
Bankr. Conn. Case No. 09-23199
Chapter 11 Petition filed November 1, 2009
See http://bankrupt.com/misc/ctb09-23199.pdf
In Re Gaines & Berke Enterprises, LLC
Bankr. D.C.. Case No. 09-00972
Chapter 11 Petition filed November 1, 2008
See http://bankrupt.com/misc/dcb09-00972.pdf
In Re Raco Leasing & Sales Ltd. Co.
Bankr. N.M. Case No. 09-15020
Chapter 11 Petition filed November 1, 2009
See http://bankrupt.com/misc/nmb09-15020.pdf
In Re Brandi Hiner
Bankr. C.D. Calif. Case No. 09-36400
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/cacb09-36400.pdf
In Re Picayo LLC
Bankr. C.D. Calif. Case No. 09-22037
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/cacb09-22037.pdf
Filed as Pro Se
In Re Bible Believers Ministries Inc
Bankr. N.D. Ga. Case No. 09-89263
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/ganb09-89263.pdf
In Re TTC Waste Services, Inc.
Bankr. S.D. Ga. Case No. 09-42515
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/gasb09-42515.pdf
In Re Fred W. Wolfe, II
aka Faith Builders
aka Southern Capital Development Group
Paula A. Wolfe
aka The Teachers Edition
aka Southern Food Group
Bankr. S.D. Ga. Case No. 09-61010
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/gasb09-61010.pdf
In Re Benson Road Development, L.L.C.
Bankr. W.D. Mo. Case No. 09-22314
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/mowb09-22314.pdf
In Re Drain Visions, LLC
Bankr. N.J. Case No. 09-39506
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/njb09-39506.pdf
In Re Dhanraj Radhakissoon
Roma Maharaj Radhakissoon
Bankr. Nev. Case No. 09-30886
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/nvb09-30886.pdf
In Re 3114 E. Tremont Ave. Corp
Bankr. S.D. N.Y. Case No. 09-16577
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/nysb09-16577.pdf
In Re Seidel Enterprises, Inc.
Bankr. E.D. Pa. Case No. 09-22873
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/paeb09-22873.pdf
In Re Frank J. Bassani
Kimberly A. Bassani
Bankr. W.D. Pa. Case No. 09-12032
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/pawb09-12032.pdf
In Re Arlington Gardens, LLC
Bankr. N.D. Texas Case No. 09-37515
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/txnb09-37515.pdf
In Re Omars Financial Group, Inc.
Bankr. N.D. Texas Case No. 09-37534
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/txnb09-37534.pdf
In Re Geneva BPAX VIII, L.L.C.
Bankr. S.D. Texas Case No. 09-38376
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/txsb09-38376.pdf
In Re Park 8 Place L.P., A Texas Limited Partnership
by HOWON L.L.C. General Partner
Bankr. S.D. Texas Case No. 09-38394
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/txsb09-38394.pdf
In Re 605 Homes, LLC
Bankr. S.D. Texas Case No. 09-38396
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/txsb09-38396.pdf
In Re Tejas Fine Homes Corporation
aka Tejas Fine Homes
Bankr. S.D. Texas Case No. 09-38444
Chapter 11 Petition filed November 2, 2009
See http://bankrupt.com/misc/txsb09-38444.pdf
*********
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, Joy A. Agravante, Marites M. Claro,
Rousel Elaine C. Tumanda, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2009. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Christopher
Beard at 240/629-3300.
*** End of Transmission **